EXHIBIT 99.1 FORM OF SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY AND STOCKHOLDER AGREEMENT AND IRREVOCABLE PROXY DATED AS OF JANUARY 6, 1997 ENTERED INTO AMONG REGISTRANT, INFOSPINNER AND CERTAIN AFFILIATES OF REGISTRANT AND INFOSPINNERShareholder Agreement • January 27th, 1997 • Gupta Corp • Services-prepackaged software • California
