On September 18, 2002, the Court entered the Minutes granting the motion for final approval of the settlement. The Court further entered the Final Judgment by Judge Susan Illston dismissing the case.

According to the Notice of Pendency and Proposed Settlement, the parties reached an agreement-in-principle to settle the action. The proposed settlement creates a fund in the amount of $3,400,000 in cash (the "Settlement Fund") and will include interest that accrues on the fund prior to distribution. Based on Representative Plaintiffs' estimate of the number of shares entitled to participate in the settlement and the anticipated number of claims to be submitted by Settlement Class Members, the average distribution per share would be approximately $0.18 before deduction of court-approved fees and expenses.

If the settlement is approved by the Court, counsel for the plaintiffs in this case will apply to the Court for attorneys' fees of up to $1,020,000 from the settlement proceeds and reimbursement of out-of-pocket expenses not to exceed $250,000 to be paid from the Settlement Fund. If the amount requested by counsel is approved by the Court, the average cost per share would be $0.06. The average cost per share could vary depending on the number of shares for which claims are filed.

The original complaint charges Unify and certain of its officers and directors with violations of the Securities Exchange Act of 1934. The complaint alleges that after the Initial Public Offering in June 1996, Unify's stock was a poor performer and traded below the offering price of $6 for much of 1997 and 1998 and Unify reported little in the way of revenue and earnings growth. In early 1999, the insiders sought to take advantage of the boom in Internet company stock prices so they could sell their personal Unify stock for large gains. To that end, the individual defendants caused Unify to issue false financial results and make false statements during the Class Period concerning Unify's results and demand for new products, causing Unify's stock to trade at artificially inflated levels as high as $37-1/2. Defendants took advantage of this inflation by selling 700,288 of their personal Unify shares for proceeds exceeding $7.8 million.

The complaint further alleges that on or around July 31, 2000, Unify issued a press release disclosing that the Company had engaged in improper accounting and admitting that its fiscal 1999 and fiscal 2000 results had been false, that portions of its previously reported revenues had been "improperly recognized" and that its top two officers had been placed on administrative leave. Trading in Unify's stock was halted, after last trading at $3-5/16 and trading has not resumed.