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Sopheon PLC (SPE)

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Monday 22 October, 2001

Sopheon PLC

OfferforOrbitalSoft.Hldgs-Pt2

Sopheon PLC
22 October 2001

PART 2

APPENDIX I



CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER



PART A: CONDITIONS OF THE OFFER



1.        The Offer will comply with the rules and regulations of the
Financial Services Authority and the City Code and is subject to the following
conditions:



(a)      valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on 12 November 2001 (the 'First Closing
Date') (or such later time(s) and/or date(s) as Sopheon may, subject to the
rules of the City Code, decide) in respect of not less than 90 per cent. (or
such lesser percentage as Sopheon may decide) in nominal value of Orbital
Shares to which the Offer relates, provided that this condition will not be
satisfied unless Sopheon and/or any of its wholly-owned subsidiaries shall
have acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) directly or indirectly, Orbital Shares carrying in aggregate more
than 50 per cent. of the voting rights then normally exercisable at a general
meeting of Orbital, including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attaching to any Orbital Shares
that are unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise and, for this
purpose: (i) the expression 'Orbital Shares to which the Offer relates' shall
be construed in accordance with sections 428 to 430F of the Act; and (ii)
Orbital Shares which have been unconditionally allotted but not issued shall
be deemed to carry the voting rights which they will carry upon being entered
into the register of members of Orbital;



(b)      the passing at an extraordinary general meeting (or at any
adjournment thereof) of Sopheon of such resolution or resolutions as may be
necessary to approve, implement and effect the Offer, the acquisition of any
Orbital Shares pursuant to the Offer or otherwise and the allotment of New
Sopheon Shares including (without limitation) resolutions granting authority
to allot New Sopheon Shares and to increase the authorised share capital of
Sopheon;



(c)      the London Stock Exchange announcing its decision to admit to trading
on AIM the New Sopheon Shares to be issued pursuant to the Offer, and such
admission becoming effective in accordance with the AIM Admission Rules (as
appropriate), or (if determined by Sopheon and subject to the consent of the
Panel) the London Stock Exchange agreeing to admit to trading on AIM such
shares subject only to (i) the allotment of such shares and/or (ii) the Offer
becoming or being declared unconditional in all respects;



(d)      no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court, trade agency, association,
institution or professional or environmental body or any other person or body
whatsoever in any relevant jurisdiction (each a 'Third Party') having
instituted, implemented or threatened any action, proceedings, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or required any action to be taken or
information to be provided or otherwise having done anything and there not
continuing to be outstanding any statute, regulation or order thereof which
would or is reasonably likely to:



(i)             make the Offer, or its implementation, or the acquisition or
the proposed acquisition by Sopheon or any member of the Wider Sopheon Group
of any Orbital Shares or other securities (or the equivalent) in, or control
of, Orbital or any member of the Wider Orbital Group, void, illegal or
unenforceable, or otherwise directly or indirectly and to a material extent,
restrain, prohibit, restrict or delay the same or impose additional material
conditions or obligations with respect thereto, or otherwise impede, challenge
or interfere therewith in such a way as is material in the context of the
Offer, or require material amendment to the terms of the Offer or the
acquisition or proposed acquisition of any Orbital Shares or the acquisition
of control of Orbital or any member of the Wider Orbital Group by Sopheon or
any member of the Wider Sopheon Group;



(ii)           result in any material delay in the ability of Sopheon or
render Sopheon unable to acquire all or some of the Orbital Shares or other
securities in Orbital;



(iii)          require, prevent or materially delay the divestiture or alter
the terms of any proposed divestiture by any member of the Wider Sopheon Group
or by Orbital or any member of the Wider Orbital Group, in any such case, of
all or any material portion of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) or own their respective assets or
properties or any part thereof;



(iv)         impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Sopheon Group or the Wider Orbital
Group to acquire, or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership of shares or other securities (or
the equivalent) in, or to exercise voting or management control over, Orbital
or any member of the Wider Orbital Group;



(v)           save pursuant to Part XIIIA of the Act require any member of the
Wider Sopheon Group or the Wider Orbital Group to acquire, or to offer to
acquire, any shares or other securities (or the equivalent) in any member of
the Wider Orbital Group or any asset owned by any third party or to sell, or
to offer to sell, any shares or other securities (or the equivalent) in or any
asset owned by any member of the Wider Sopheon Group or the Wider Orbital
Group;



(vi)         result in any member of the Wider Orbital Group ceasing to be
able to carry on business under any name which it presently does so;



(vii)        impose any limitation on the ability of any member of the Wider
Sopheon Group or the Wider Orbital Group to co-ordinate its business or any
part thereof, with the business of any other member of the Wider Sopheon Group
or the Wider Orbital Group; or



(viii)      otherwise adversely affect the business or profits or prospects of
any member of the Wider Orbital Group or the Wider Sopheon Group;



in any such case which is material in the context of respectively the Wider
Sopheon Group taken as a whole or the Wider Orbital Group taken as a whole and
all applicable waiting and other time periods during which any such Third
Party could have taken, instituted or threatened any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene under the
laws of any jurisdiction, having expired, lapsed or been terminated;



(e)      all necessary notifications, and necessary filings having been made
and all applicable waiting and other time periods under any applicable
legislation and regulations in any jurisdiction having expired, lapsed or been
terminated and all necessary statutory and/or necessary regulatory obligations
in any jurisdiction having been complied with in each case in connection with
the Offer, its implementation, or the acquisition by any member of the Wider
Sopheon Group of any shares or other securities (or the equivalent) in, or
control of, Orbital or any member of the Wider Orbital Group and all
authorisations, orders, recognitions, grants, determinations, certificates,
consents, clearances, confirmations, licences, permissions, exemptions and
approvals which are material and necessary or appropriate in any jurisdiction
for, or in respect of, the Offer, its implementation or the proposed
acquisition of any shares or other securities (or the equivalent) in, or
control of, Orbital or any member of the Wider Orbital Group by any member of
the Wider Sopheon Group or the issue or offering of any New Sopheon Shares or
the carrying on by any member of the Wider Orbital Group of its business
having been obtained in terms and in a form satisfactory to Sopheon (acting
reasonably), from all appropriate Third Parties or  from any persons or bodies
with whom any member of the Wider Orbital Group has entered into contractual
arrangements and the absence of which would be material in the context of the
Wider Orbital Group taken as a whole and all such authorisations, orders,
recognitions, grants, determinations, certificates, consents, clearances,
confirmations, licences, permissions, exemptions and approvals necessary to
carry on the business of any member of the Wider Orbital Group and which are
material in the context of the Wider Orbital Group taken as a whole remaining
in full force and effect at the time the Offer becomes or is declared
otherwise wholly unconditional and there being no intimation of an intention
to revoke, suspend, restrict, modify or not to renew the same;



(f)       save as disclosed in writing to Sopheon on or prior to 19 October
2001, there being no provision of any arrangement, agreement, licence, permit,
franchise or any other instrument to which any member of the Wider Orbital
Group is a party or by or to which any such member or any of its assets is or
may be bound, entitled or subject and which, as a consequence of the Offer or
the acquisition or proposed acquisition by any member of the Wider Sopheon
Group of some or all of the share capital or other securities (or the
equivalent) in Orbital or because of a change in control of Orbital or any
member of the Wider Orbital Group or otherwise, would or is reasonably likely
to result in:



(i)             any monies borrowed by or any other indebtedness or liability,
actual or contingent, of any member of the Wider Orbital Group being or
becoming payable or capable of being declared repayable immediately or prior
to their or its stated maturity date, or the ability of any member of the
Wider Orbital Group to borrow monies or incur any indebtedness being withdrawn
or inhibited;



(ii)           the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any member of the Wider Orbital Group or any such mortgage, charge
or other security interest (whenever arising or having arisen) becoming
enforceable;



(iii)          any such arrangement, agreement, licence, permit, franchise or
instrument or the rights, liabilities, obligations or interests of any member
of the Wider Orbital Group under any such arrangement, agreement, licence,
permit, franchise or instrument being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any onerous obligation or liability arising thereunder;



(iv)         any assets or interests of any member of the Wider Orbital Group
being (or being liable to be) disposed of (other than in the ordinary course
of business) or charged or ceasing to be available to any member of the Wider
Orbital Group or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider Orbital Group;



(v)           without limitation to the foregoing and save pursuant to Part
XIIIA of the Act, any member of the Wider Sopheon Group or the Wider Orbital
Group being required to acquire, or to offer to acquire, any shares or other
securities (or the equivalent) in any member of the Wider Orbital Group or any
asset owned by any third party or to sell, or to offer to sell, any shares or
other securities (or the equivalent) in or any asset owned by any member of
the Wider Orbital Group;



(vi)         any member of the Wider Orbital Group ceasing to be able to carry
on business under any name under which it presently does so;



(vii)        the rights, liabilities, obligations or interest or business of,
any member the Wider Orbital Group in or with any other person, firm or body
(or any arrangement or arrangements relating to any such interest or business)
being terminated, or adversely modified or affected;



(viii)      the financial or trading position or prospects of any member of
the Wider Orbital Group being prejudiced or adversely affected; or



(ix)         the creation or assumption of any material liability (actual or
contingent) by any members of the Wider Orbital Group;



in any such case which is material in the context of the Wider Orbital Group
taken as a whole;



(g)      in the case of Orbital, since 31 March 2001 (except as disclosed in
writing to Sopheon on or prior to 19 October 2001 or as disclosed in the
annual report and accounts of Orbital for the year ended 31 March 2001 or the
interim financial statements of Orbital for the six months ended 30 September
2001 or as otherwise publicly announced prior to 22 October 2001 by delivery
of an announcement to the UK Listing Authority and/or to the Company
Announcements Office of the London Stock Exchange), no member of the Wider
Orbital Group and, in the case of Sopheon, since 31 December 2000 (except as
disclosed in writing to Orbital on or prior to  19 October 2001 or as
disclosed in the annual report and accounts of Sopheon for the year ended 31
December 2000 or the interim financial statements of Sopheon for the six
months ended 30 June 2001 or as otherwise publicly announced prior to 22
October 2001 by delivery of an announcement to the UK Listing Authority and/or
to the Company Announcements Office of the London Stock Exchange) no member of
the Wider Sopheon Group has, as appropriate:



(i)             issued or agreed to issue or authorised or proposed the issue
of additional shares of any class, or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities, save as between Orbital and any
wholly owned subsidiaries of Orbital or as between Sopheon and any wholly
owned subsidiaries of Sopheon, and save for options granted, and any such
shares allotted upon exercise of options granted, under the Orbital Share
Option Schemes or the Sopheon Share Option Schemes prior to 22 October 2001;



(ii)           recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether payable
in cash or otherwise save as between Orbital and any wholly owned subsidiaries
of Orbital or as between Sopheon and any wholly owned subsidiaries of Sopheon;



(iii)          made or authorised or proposed or announced its intention to
propose any change in its loan capital;



(iv)         merged with or demerged or (save in the ordinary course of
business) acquired any body corporate, partnership or business or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any assets
(including shares and trade investments) or authorised, proposed or announced
its intention to propose any merger, demerger, acquisition or disposal;



(v)           issued, authorised or proposed the issue of any debentures or
(save in the ordinary course of business) incurred or increased any
indebtedness or contingent liability;



(vi)         purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or
redeemed or reduced or made or proposed any other change to any part of its
share capital;



(vii)        save in the ordinary course of business, entered into or varied,
or authorised, proposed or announced its intention to enter into or vary or
terminate any contract, transaction or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term, onerous, or unusual
nature or magnitude or which would be or which would be likely to be
restrictive on the business of, as appropriate, any member of the Wider
Orbital Group or the Wider Sopheon Group or which involves or could involve an
obligation of such a nature or magnitude or which could be so restrictive;



(viii)      implemented or effected, or authorised, proposed or announced its
intention to implement, effect, authorise or propose or enter into any
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement;



(ix)         entered into or made an offer (which remains open for acceptance)
to enter into or changed the terms of any service agreement, contract or any
other agreement or arrangement with any of the directors of Orbital or any of
the directors of Sopheon or senior executives or any connected person of any
such person (within the meaning of section 346 of the Act) of, as appropriate,
any member of the Wider Orbital Group or any member of the Wider Sopheon
Group;



(x)           taken or proposed any corporate action or had any legal
proceedings instituted or threatened against it for its winding-up
(voluntarily or otherwise), dissolution or reorganisation, or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets and revenues or any analogous
proceedings or such steps having taken place under the laws of any
jurisdiction;



(xi)         been unable or admitted in writing that it is unable to pay its
debts or has stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;



(xii)        waived or compromised any claim save in the ordinary course of
business;



(xiii)      made any alteration to its memorandum or articles of association,
or any other incorporation document;



(xiv)      other than in the ordinary course of business, acquired or disposed
of, or transferred, mortgaged or charged or created any security interest
over, any asset(s) or any right or title to, or interest in any asset(s); or



(xv)       entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) with respect
to any of the transactions, matters or events referred to in this condition
(g);



in any such case which is material in the context of, as appropriate, the
Wider Orbital Group taken as a whole or the Wider Sopheon Group taken as a
whole;



(h)      in the case of Orbital, since 31 March 2001 (except as disclosed in
writing to Sopheon on or prior to  19 October 2001 or as disclosed in the
annual report and accounts of Orbital for the year ended 31 March 2001 or the
interim financial statements of Orbital for the six months ended 30 September
2001, or as otherwise publicly announced prior to 22 October 2001 by delivery
of an announcement to the UK Listing Authority and/or to the Company
Announcements Office of the London Stock Exchange)  and, in the case of
Sopheon since 31 December 2000 (except as disclosed in writing to Orbital on
or prior to 19 October 2001 or as disclosed in the annual report and accounts
of Sopheon for the year ended 31 December 2000 or the interim financial
statements of Sopheon for the six months ended 30 June 2001 or as otherwise
publicly announced prior to 22 October 2001 by delivery of an announcement to
the UK Listing Authority and/or to the Company Announcements Office of the
London Stock Exchange):



(i)             there having been no material adverse change, and no other
circumstance having arisen which would or would reasonably be likely to result
in any material adverse change in the business, assets (including cash
balances), financial or trading position or profits or assets or prospects of,
as appropriate, any member of the Wider Orbital Group which in any such case
is material in the context of the Wider Orbital Group taken as a whole or any
member of the Wider Sopheon Group which in any such case is material in the
context of the Wider Sopheon Group taken as a whole;



(ii)           no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Orbital Group or the Wider
Sopheon Group is or may become a party (whether as claimant or defendant or
otherwise) or any investigation by any Third Party or other investigative body
having been threatened, announced or instituted by, or remaining outstanding,
by against or in respect of any member of the Wider Orbital Group or the Wider
Sopheon Group which in any such case is expected to have a material adverse
effect in the context of, as appropriate, the Wider Orbital Group taken as a
whole or the Wider Sopheon Group taken as a whole;



(iii)          no contingent or other liability having arisen or become
apparent which might be likely, or having been incurred which would or might
reasonably be expected to adversely affect any member of the Wider Orbital
Group or the Wider Sopheon Group which in any such case is material in the
context of, as appropriate, the Wider Orbital Group taken as a whole or the
Wider Sopheon Group taken as a whole;



(iv)         there having been no receiver, administrative receiver or other
encumbrancer appointed over any of the assets of, as appropriate, any member
of the Wider Orbital Group or any member of the Wider Sopheon Group or any
analogous proceedings or steps having taken place under the laws of any
jurisdiction and there having been no petition presented for the
administration of, as appropriate, any member of the Wider Orbital Group or
any member of the Wider Sopheon Group or any analogous proceedings or steps
taken place under the laws of any jurisdiction; and



(v)           no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by,
as appropriate, any member of the Wider Orbital Group or any member of the
Wider Sopheon Group which is necessary for the proper carrying on of its
business;



(i)        Sopheon not having discovered in respect of the Wider Orbital Group
and Orbital not having discovered in respect of the Wider Sopheon Group, in
each case prior to the date when the Offer would otherwise become
unconditional, that:



(i)      any financial or business or other information concerning any member
of the Wider Orbital Group or any member of the Wider Sopheon Group disclosed
publicly or otherwise at any time is or has become materially inaccurate or
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not materially
misleading;



(ii)           any member of the Wider Orbital Group or any member of the
Wider Sopheon Group or any partnership company or entity in which any member
of the Wider Orbital Group or any member of the Wider Sopheon Group has an
interest and which is not a subsidiary undertaking of, as appropriate, Orbital
or Sopheon is subject to any material liability, contingent or otherwise,
which is not disclosed in, as appropriate, the annual report and accounts of
Orbital for the year ended 31 March 2001 or the interim financial statements
of Orbital for the six months to 30 September 2001 or in writing to Sopheon on
or prior to 19 October 2001 or otherwise publicly announced prior to 22
October 2001 by delivery of an announcement to the UK Listing Authority and/or
to the Company Announcements Office of the London Stock Exchange or the annual
report and accounts of Sopheon for the year ended 31 December 2000 or the
interim financial statements of Sopheon for the six months to 30 June 2001 or
in writing to Orbital on or prior to 19 October 2001 or otherwise publicly
announced prior to 22 October 2001 by delivery of an announcement to the UK
Listing Authority and/or to the Company Announcements Office of the London
Stock Exchange; or



(iii)          there exists any information which affects the import of any
information disclosed, as appropriate, by or on behalf of any member of the
Wider Orbital Group to or on behalf of any member of the Wider Sopheon Group
in a manner which is material in the context of the Wider Orbital Group taken
as a whole or by or on behalf of any member of the Wider Sopheon Group to any
member of the Wider Orbital Group in a manner which is material in the context
of the Wider Sopheon Group taken as a whole;



(j)        Sopheon not having discovered in respect of the Wider Orbital Group
and Orbital not having discovered in respect of the Wider Sopheon Group, in
each case, that, prior to the date when the Offer would otherwise become
unconditional:



(i)             any past or present member of, as appropriate, the Wider
Orbital Group or the Wider Sopheon Group has not complied in all material
respects with all applicable legislation or regulations of any jurisdiction
with regard to the use, treatment, handling, storage, transport, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health, or
otherwise relating to environmental matters or the health and safety of any
person, nor that there has otherwise been any such use, treatment, handling,
storage, transport, disposal, discharge, spillage, leak or emission (whether
or not the same constituted a non-compliance by any person with any such
legislation or regulations and wherever the same may have taken place) which,
in any such case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member or former member of,
as appropriate, the Wider Orbital Group or the Wider Sopheon Group which is
material in the context of, as appropriate, the Wider Orbital Group taken as a
whole or the Wider Sopheon Group taken as a whole;



(ii)           there has been an emission, disposal, discharge, deposit,
spillage or leak of waste or hazardous or harmful substances on or about or
from any property or asset now or previously owned, occupied or made use of by
any past or present member of, as appropriate, the Wider Orbital Group or the
Wider Sopheon Group which would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of, as
appropriate, the Wider Orbital Group or the Wider Sopheon Group which is
material in the context, as appropriate, of the Wider Orbital Group or the
Wider Sopheon Group taken as a whole;



(iii)          there is, or is likely to be, any liability, whether actual or
contingent, to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of, as
appropriate, the Wider Orbital Group or the Wider Sopheon Group or any
controlled waters under any environmental legislation, regulation, notice,
circular or order of any relevant authority or Third Party or otherwise which
is material in the context of, as appropriate, the Wider Orbital Group taken
as a whole or the Wider Sopheon Group taken as a whole;



(iv)         circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any product or service
provided by or materials used therein now or previously provided, sold or
carried out by any past or present member of, as appropriate, the Wider
Orbital Group or the Wider Sopheon Group which is material in the context of,
as appropriate, the Wider Orbital Group taken as a whole or the Wider Sopheon
Group taken as a whole; or



(v)           any circumstances which might reasonably be expected to indicate
that any of sub-paragraphs (i) to (iv) of this condition 1(j) may not be
satisfied.





2.    Waiver of Conditions



(a)      Without prejudice to sub-paragraph (d) of this paragraph 2,
conditions 1(b) and 1(c) must be fulfilled and conditions 1(d) to (j)
(inclusive) must be fulfilled or, if capable of waiver, waived or, where
appropriate, have been determined by Sopheon and/or Orbital in its or their
opinion to be or remain satisfied by midnight on the 21st day after the later
of the First Closing Date and the date on which condition 1(a) is fulfilled
(or on such later date as the Panel may agree), failing which the Offer will
lapse.



(b)      Sopheon reserves the right to waive in whole or in part conditions 1
(e) and 1(f) and, in so far as they relate to Orbital or the Wider Orbital
Group, conditions 1(d) and 1(g) to 1(j) (inclusive).



(c)      Subject to sub-paragraph (e) of this paragraph 2, Orbital reserves
the right to waive conditions 1(d) and 1(g) to 1(j) (inclusive) in so far as
they relate to Sopheon or the Wider Sopheon Group.



(d)      Subject to sub-paragraph (e) of this paragraph 2, Sopheon and Orbital
have agreed with each other that Sopheon and/or Orbital, as the case may be,
will waive (or determine to be or remain satisfied) conditions 1(d) and 1(g)
to 1(j) (inclusive) within 2 business days of condition 1(a) becoming or being
declared satisfied by Sopheon unless at or prior to the time of the
satisfaction of condition 1(a) Sopheon and/or Orbital have validly invoked any
of such conditions so as to cause the Offer to lapse. In the event that
Sopheon and/or Orbital, as the case may be, fail to waive (or determine to be
or remain satisfied) such conditions in accordance with the terms of this
sub-paragraph (d) they shall be deemed to have waived (or have determined to
be or remain satisfied) such conditions immediately after 2 business days have
elapsed following condition 1(a) becoming or being declared satisfied by
Sopheon.



(e)      In the event that the Offer ceases to be recommended unanimously by
the Orbital Directors:



(i)             sub-paragraph (c) of this paragraph 2 shall cease to apply,
and sub-paragraph (b) of this paragraph 2 shall be revised such that Sopheon
shall have the right to waive conditions 1(d) and 1(g) to 1(j) (inclusive) in
whole or in part, both in relation to Orbital and the Wider Orbital Group and
Sopheon and the Wider Sopheon Group; and



(ii)           sub-paragraph (d) of this paragraph 2 shall cease to apply.





3.    General



(a)      If the Offer lapses for any reason, it will cease to be capable of
further acceptance and HSBC Investment Bank, Sopheon and the Orbital
Shareholders shall thereupon cease to be bound by prior acceptances.



(b)      Each of Sopheon and, as appropriate, Orbital, shall be under no
obligation to waive or treat as satisfied or fulfilled any of conditions 1(d)
to (j) (inclusive) by a date earlier than the latest date specified in
paragraph 2(a) above for the waiver or satisfaction or fulfilment thereof
notwithstanding that the other conditions of the Offer may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
waiver, satisfaction or fulfilment.



(c)      The Offer will lapse if the acquisition of Orbital or any matter
arising therefrom is referred to the Competition Commission before the later
of the First Closing Date and the date when the Offer becomes or is declared
unconditional as to acceptances. In such circumstances, the Offer will cease
to be capable of further acceptance and persons accepting the Offer and
Sopheon shall thereupon cease to be bound by acceptances delivered on or
before the date on which the Offer so lapses.



(d)      For the purpose of these conditions: (a) 'Wider Orbital Group' means
Orbital, its subsidiaries, subsidiary undertakings and associated undertakings
and any other body corporate, partnership, joint venture or person in which
Orbital and such undertakings (aggregating their interests) have an interest
of more than 20 per cent. in the voting or equity capital (or the equivalent);
(b) 'Wider Sopheon Group' means Sopheon and its subsidiaries, subsidiary
undertakings and associated undertakings and any other body corporate,
partnership, joint venture or person in which Sopheon and such undertakings
(aggregating their interests) have an interest of more than 20 per cent. in
the voting or equity capital (or the equivalent); and (c) 'subsidiary', '
subsidiary undertaking', 'associated undertaking' and 'undertaking' shall be
construed in accordance with the Act (but for this purpose ignoring paragraph
20(1)(b) of Schedule 4A of the Act).



(e)      If Sopheon is required by the Panel to make an offer for Orbital
Shares under the provisions of rule 9 of the City Code, Sopheon shall make
such alterations to the conditions of the Offer, including to condition 1(a)
above, as are necessary to comply with the provisions of that Rule.



(f)       The Offer is not being made, directly or indirectly, in or into,
Canada, Australia, the Republic of Ireland or Japan.



PART B: CERTAIN FURTHER TERMS OF THE OFFER



Except with the consent of the Panel, settlement of the consideration to which
any Orbital Shareholder is entitled under or in consequence of the Offer will
be implemented in full in accordance with the terms of the Offer without
regard to any lien, right of set-off, counterclaim or other analogous right to
which Sopheon and/or HSBC Investment Bank may otherwise be, or claim to be,
entitled as against such Orbital Shareholder and will be effected not later
than 14 days after the later of (i) the date on which the Offer is declared
unconditional in all respects, and (ii) the date of receipt of a valid and
complete Form of Acceptance, and (iii) 12 November 2001. No consideration will
be sent to an address in Canada, Australia, the Republic of Ireland or Japan
and/or to a resident of Canada, Australia, the Republic of Ireland or Japan.



Fractions of New Sopheon Shares will not be allotted or issued to Orbital
Shareholders who accept the Offer (including any Orbital Shareholders who are
deemed to accept the Offer) but will be disregarded and the number of New
Sopheon Shares to which accepting Orbital Shareholders are entitled will be
rounded down to the nearest whole number and no payment will be made in
respect of such fractional entitlements.



Orbital Shares will be acquired by Sopheon fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and other
third party rights or interests of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions declared, made or paid on or
after 22 October 2001.



APPENDIX II



DEFINITIONS



The following definitions apply throughout this announcement unless the
context requires otherwise:


'Act'        the Companies Act 1985 (as amended)

'Admission'  the admission of New Sopheon Shares to trading on AIM being
             effective in accordance with the AIM Admission Rules

'AIM'        the Alternative Investment Market of the London Stock Exchange

'AIM         the 'AIM Rules for Companies' published by the London Stock
Admission    Exchange
Rules'

'Aventis     Aventis S.A., Strasbourg, France, created through the merger of
Group'       Hoechst AG of Germany and Rhone-Poulenc SA of France in December
             1999

'Aventis     Aventis Research & Technologies GmbH & Co. KG
Research &
Technologies'

'Broadview'  Broadview International Limited of 23 King Street, London SW1Y 6QY

'City Code'  The City Code on Takeovers and Mergers

'Closing     the closing middle market price of an Orbital Share or a Sopheon
Price'       Share (as the case may be) as derived from the Daily Official List

'Daily       the Daily Official List of the London Stock Exchange
Official
List'

'Enlarged    Sopheon as enlarged by the proposed acquisition by Sopheon of
Group'       Orbital

'First       12 November 2001
Closing Date'

'Form of     the form of acceptance and authority relating to the Offer
Acceptance'

'HSBC        HSBC Investment Bank plc
Investment
Bank'

'London      London Stock Exchange plc
Stock
Exchange'

'New Sopheon the ordinary shares of 5 pence each in the capital of Sopheon to
Shares'      be issued credited as fully paid pursuant to the Offer

'NPD'        new product development

'Offer'      the recommended offer being made by HSBC Investment Bank on behalf
             of Sopheon to acquire all of the issued and to be issued Orbital
             Shares, subject to the terms and conditions set out in the Offer
             Document and the Form of Acceptance and, where the context so
             requires, any subsequent revision, variation, extension or renewal
             thereof

'Offer       the offer document to be sent to the shareholders of Orbital on 22
Document'    October 2001 pursuant to which the Offer will be made

'Offer       the period commencing on 14 September 2001 until whichever of the
Period'      following shall be the latest: (i) 12 November 2001 on the First
             Closing Date, (ii) the time and date on which the Offer lapses;
             and (iii) the time and date on which the Offer becomes or is
             declared unconditional as to acceptances

'Official    the official list of the UK Listing Authority
List'

'Orbital' or Orbital Software Holdings plc
the 'Company'

'Orbital     the directors of Orbital
Directors'

'Orbital     Orbital and its subsidiaries, Orbital Software, Orbital Software
Group'       Europe Limited and Orbital Software Inc.

'Orbital     the ordinary shares of 5 pence each in the capital of Orbital
Shares'

'Orbital     holders of Orbital Shares
Shareholders'

'Orbital     the Orbital Software Holdings plc Approved Share Option Scheme,
Share Option the Orbital Software Holdings plc Unapproved Share Option Scheme,
Schemes'     the Orbital Software Group Limited Employee Share Option Scheme
             (Approved and Unapproved), the Orbital Software Group Limited 2000
             Stock Option/Stock Issuance Plan and the Orbital Software Holdings
             plc Stock Option/Stock Issuance Plan

'Orbital     Orbital Software Group Limited, a subsidiary of Orbital
Software'

'Overseas    Orbital Shareholders who are resident in, citizens of or nationals
Shareholders of countries other than the UK and who have not given Orbital an
'            address in the UK for service of notices

'Panel'      The Panel on Takeovers and Mergers

'R&D'        research and development

'Sopheon'    Sopheon plc

'Sopheon     the issued 6 per cent. convertible loan stock 2002 of Sopheon
Convertible  constituted by an instrument dated 19 June 2001
Loan Stock'

'Sopheon     the directors of Sopheon as at the date of the Offer Document
Directors'

'Sopheon     Sopheon and its subsidiaries and subsidiary and associated
Group'       undertakings

'Sopheon     the rules of the PolyDoc Unapproved Share Option Scheme dated 28
Share Option August 1996, the rules of the PolyDoc Executive Share Option
Schemes'     Scheme (as at 26 February 1997), the rules of the Sopheon UK
             Unapproved Share Option Scheme 1997 and the Sopheon plc (2000)
             Share Option Scheme

'Sopheon     ordinary shares of 5p each in the capital of Sopheon
Shares'

'Sopheon     holders of Sopheon Shares
Shareholders'

'Sopheon     the warrants to subscribe for Sopheon Shares created by a deed
Warrants'    poll dated 19 June 2001

'UK Listing  the Financial Services Authority being the authority acting in its
Authority'   capacity as the competent authority for the purposes of the
             Financial Services Act 1986 in respect of admissions of securities
             to the Official List

'United      the United Kingdom of Great Britain and Northern Ireland
Kingdom' or
'UK'

'U.S.', 'USA the United States of America, its territories and possessions, any
' or 'United state of the United States and the District of Columbia and all
States'      other areas subject to its jurisdiction