SYBASE AND GAIN TECHNOLOGY SIGN MERGER AGREEMENT

Sybase's Merger with Multi-Media Tools Vendor Brings New Capabilities to
its Products for Enterprise-Wide Client/Server Computing

EMERYVILLE, CA, July 29,1992 -- Sybase, Inc. (NASDAQ: SYBS) and Gain
Technology, Inc., vendor of object-based multi-media application
development tools, today announced that they have signed a definitive
agreement under which Gain will become a wholly-owned subsidiary of
Sybase. For the foreseeable future, Gain, headquartered in Palo Alto,
California, will operate as a separate company and retain its name.

Under terms of the definitive agreement signed yesterday, Sybase will issue
approximately 2.0 million shares of Sybase Common Stock in exchange for
all outstanding shares of Gain Common Stock. In addition, Sybase will
assume all outstanding options to purchase Gain Common Stock. The merger
is subject to approval by the shareholders of Gain and the satisfaction of
various closing conditions. The transaction will be accounted for as a
pooling-of-interests.

Mark Hoffman, Sybase president and CEO, commented, "The convergence of
Sybase's server technology and Gain's multi-media tools will create a
giant leap forward in ease-of-use for client/server computing. Sybase was
instrumental in pioneering the emergence of client/server computing.
Customers' adoption of client/server computing has created a demand for
exciting, visual applications that take advantage of today's graphical
desktop computers. With Gain, we now provide the full impact of
multi-media -- sound, motion, graphics, animation and hypertext-- combined
with an advanced high performance database server. The result is a new
class of business-critical applications that are easy to learn and use.
Through this merger, Sybase not only offers its current users major
productivity benefits, we also open up new market and application
opportunities."

Tom Siebel, Gain CEO, commented, "Gain's mission is to develop and market
industrial-strength multi-media application development and delivery
systems that enable customers to build a new class of applications to
solve business problems. Sybase's client/server expertise, market
presence, and worldwide sales force provide the infrastructure and
momentum to clearly establish our products and technology as an industry
standard." Gain's Object-Based Multi-Media Development Environment

Gain Technology develops and markets object-based multi-media software
systems for use in large business applications. Gain's flagship product,
GainMomentum, is a general purpose multi-media application development
environment targeted at large commercial mission-critical application
projects. The GainMomentum products began shipping in May 1992. In
addition, GainExposure, a tool for building UNIX software demonstrations,
has been shipping in production since January 1992.

The GainMomentum software provides a robust environment for developing
large-scale interactive multi-media applications incorporating
Sensory-Rich datatypes including image, sound, animation, hypertext, and
graphics, with corporate data on corporate and departmental systems. The
GainMomentum environment provides a compelling, interactive user interface
that takes advantage of graphical and multi-media capabilities; supports
"code-free" visual programming and provides an object-oriented hypermedia
4GL for advanced applications; and can manage both relational and
object-oriented information. In addition, Gain products support twelve
international languages, including Japanese, French and German.

The GainMomentum products are currently available on UNIX workstations from
Sun Microsystems. The products are targeted for availability on UNIX
workstations from IBM, Silicon Graphics, Hewlett-Packard and Digital
Equipment Corporation in the near future. Development is currently in
progress on Digital's VAX/VMS and MS Windows/NT.

Stewart Schuster, Sybase vice president of marketing, commented, "Sybase's
goal is to provide powerful, easy-to-use products based on leading edge
technology that allow our customers to build cost-effective solutions that
provide a competitive edge. We believe that no single tool meets all
needs. Our strategy is to offer a family of extensible development tools
to address the range of our customers' requirements. With Gain's products,
we now offer multi-media tools that fully utilize the power of today's
multi-media workstations. Gain's products complement our current product
and development efforts aimed at leveraging character terminals and
graphical workstations. As high-end workstations become standard end-user
computers, we will be increasingly positioned to help our customers take
advantage of these powerful environments."

Gain's products are currently being used in two primary application areas:
OnLine applications (which encompass both on-line transaction processing
and real-time decision support) and Electronic Performance Support Systems
(EPSS). Both areas complement and add value to Sybase's market strengths.

Several Sybase customers are currently using Gain's multi-media development
tools to build on-line business critical applications. For example, the
Department of Defense is using GainMomentum tools to develop an
application that integrates simulation and modeling, military systems
training, a real-time CNN video feed, and expert systems with the SYBASE
SQL Server'. Matsushita Electrical Industrial Corporation is building an
engineering project management application based on GainMomentum that
integrates scheduling, budgeting and quality assurance; provides workflow
and multi-user access with customized user interfaces; and dynamically
updates all users to allow for real-time decision making.

In addition, several other customers are using Gain to build Electronic
Performance Support Systems (which include on-line help, computer-based
training, and on-line reference) to train and support users of SYBASE
applications. Sun Microsystems is using Gain's software to build worldwide
internal employee training applications, from technical to sales training.
In addition, Sun and Gain have signed an agreement under which Sun will
distribute a performance support and training system for its workstation
operating environment based on Gain. American Express is developing a Gain
application that provides on-line performance support and training for a
worldwide customer support application based on SYBASE. Gain Technology,
Inc.

Gain Technology, founded in 1989, is a private company incorporated in
California and 100% owned by its directors and 100 employees. The company
is profitable and generated revenues of $3.2 million for the quarter
ending March 31, 1992. Headquartered in Palo Alto, California, Gain has
five North American sales offices.

The company has a development agreement with Matsushita Electric Industrial
Company. Other strategic partners include IBM and Sun Microsystems. Major
customers also include Bellcore, Cadence, C. Itoh, Hewlett-Packard, and
the U.S. Air Force. Sybase, Inc

Sybase, Inc. develops and markets the SYBASE system, a leading
client/server-based relational database management system (RDBMS) product
family for developing on-line, enterprise-wide applications. The company
was founded in 1984, shipped its first product in 1987, and made a
successful initial public offering in August 1991. Revenue growth has been
rapid, reaching $159 million in 1991 and $106 million in the first half of
1992.

Sybase offers proven technology, combined with services and alliances, to
provide customers with complete desktop to mainframe solutions.
Headquartered in Emeryville, Sybase markets its products worldwide through
its direct sales force, telesales, distributors, OEMs, VARs, and systems
integrators.

SYBASE Inc, 6475 Christie Ave, Emeryville, CA 94608
510-596-3500

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