Phoenix Technologies Announces Acquisition of Eclipse Systems

Leading Systems Software Company Accelerates Move Into Explosive Fax
Software Arena

Norwood, Mass., May 17, 1993--Phoenix Technologies Ltd. (NASDAQ:PTEC), the
leading supplier of BIOS and systems compatibility software for PC
original equipment manufacturers (OEMs), announced today its acquisition
of Eclipse Systems, Inc., Chicago-based publishers of Eclipse FAX, the
award-winning PC fax software.

The acquisition of Eclipse signals an acceleration of Phoenix's efforts to
become a leading player in the fast-growing communications software
arena.

"The purchase of Eclipse--already a leading branded supplier of fax/modem
software via the retail, direct and OEM channels--allows Phoenix to
rapidly expand our existing product line and technology assets with a
complete family of fax modem software," explains Ron Fisher, Phoenix
President and CEO.

"We're confident that the combination of Phoenix's technology base and
established OEM relationships and Eclipse's unique expertise in developing
and marketing consumer level products broadens our foundation for bringing
innovative, essential productivity software to market."

Plans to expand the Phoenix software line include the summer release of a
DOS version of Eclipse FAX, and the release of Eclipse FIND, an Instant
Text Retrieval program. Current plans also include the announcement of a
program incorporating fax, data communication, and voice messaging
capabilities.

According to Victor H. Schiller, co-founder of Eclipse Systems and now
General Manager of the new Eclipse Division of Phoenix, "Thanks largely to
our outstanding product reviews--including PC Magazine's Editors Choice
Award--the popularity of the Eclipse brand has grown significantly. Now,
we have the combined resources, expertise, and talent to aggressively
promote our message, evolve our software, and provide all levels of users
with advanced technology in easy-to-use, innovative software products.
Additionally, our resellers will benefit by the increased retail
sell-through created by our enhanced promotional activities."

Expanded Benefits for OEMs Expected

In a period when PC OEMs and fax/modem manufacturers find it increasingly
difficult to differentiate their products, the bundling of Phoenix's line
of Eclipse branded software will provide outstanding benefits for the
OEMs, including increased end user visibility, greater perceived value,
and much stronger reseller pull-through.

"The acquisition of Eclipse makes Phoenix's fax offering in the PC OEM
channel extremely compelling," states Tim Bajarin, Executive President of
Creative Strategies Research International, the prominent industry market
research firm. "This means that Phoenix OEMs will be getting an
award-winning end user program from the same company they have always
relied upon for their systems software business.

Industry Analysts Support Acquisition Strategy

According to Judith A. Pirani, Director of BIS Strategic Decisions, the
worldwide advisor on information technology, "We have recently seen a
trend towards buyouts in the fax software market. However, what makes this
particular acquisition so promising is that Phoenix--a market leader in
its own right--has acquired Eclipse not simply to extend its current
product line but to use it as leverage to develop and launch entirely new
product lines. This demonstrates a tremendous commitment by Phoenix to
making advanced technology accessible to end users through both the OEM
and retail channels."

In distribution since July 1992, Eclipse FAX's first major upgrade (Eclipse
FAX/ OCR V. 1.21) began shipping in February 1993, and is now in full
distribution by key distributors and resellers, including MERISEL, KENFIL,
SOFTWARE RESOURCES, COMP USA, COMPUTER CITY, and CIRCUIT CITY. The
suggested retail price of Eclipse FAX is $149. Eclipse FIND, already
lauded by the computer press as an important, new Windows utility, is
expected to be released this Summer. Eclipse FIND will have a suggested
retail price of $119.

Phoenix Technologies Ltd., founded in 1979 and headquartered in Norwood,
Massachusetts, is the leading independent designer, developer, and
marketer of system software, communications products, and publishing
services for personal computers and printers.

Phoenix Technologies Ltd
846 University Ave, Norwood, MA 02062-3950
617-551-4000;   fax: 617-551-3750

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