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                                 [NEWS RELEASE]

                  CONTACT:

                  George Adams                                Tom Waldrop

                  Phoenix                                     Intel Corporation
                                                              Technologies Ltd.

                  408-452-6855                                408-765-8478

                  PHOENIX TECHNOLOGIES AND INTEL CORPORATION FINALIZE TECHNOLOGY
         AND EQUITY AGREEMENTS

           INTEL TO COMPLETE $10.8 MILLION PURCHASE OF EQUITY POSITION

                  SANTA CLARA, CA (FEBRUARY 15, 1996) -- Phoenix Technologies
Ltd.(NASDAQ: PTEC), today announced that Intel will purchase 894,971 newly
issued, unregistered shares of Phoenix's common stock at $11.71 per share. This
stock purchase represents 6% of Phoenix's post-transaction shares. Intel will
also purchase a warrant for an additional 1,073,965 shares of Phoenix common
stock. These transactions are expected to be completed later today.

                  Phoenix also announced today that Phoenix's and Intel's
engineering groups have completed the mutually approved, detailed implementation
plan for Intel to transition to Phoenix's system software during 1996.

                  In December, 1995, Phoenix announced that Intel and Phoenix
signed a long-term technology licensing agreement, and that Intel would acquire
approximately 6% of Phoenix Technologies' common stock, and that Intel would
also purchase a warrant to buy additional stock in the company.
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                  Phoenix is a worldwide leader supplying essential software to
PC manufacturers. The company's system-level software products, such as
PhoenixBIOS(TM), NoteBIOS(TM), Phoenix PowerPanel(TM), Phoenix SmartBattery
Manager(TM), PhoenixPICO(TM), PhoenixVIEW(TM), MultiKey(TM) and PhoenixCard
Manager(TM), allow PC manufacturers to increase product differentiation, reduce
product cycle time to market and reduce internal engineering costs. Capitalizing
on its unique position and resources, Phoenix is developing an expanding family
of software products, including Phoenix Telephony Suite(TM) and Phoenix
MUSE(TM), that increase personal computer functionality and make PCs easier to
use. Information on all Phoenix Technologies products is available on the
Worldwide Web at: http://www.ptltd.com.

                                      # # #


                  The Phoenix logo is a registered trademark and
PhoenixBIOS(TM), NoteBIOS(TM), Phoenix PowerPanel(TM), Phoenix SmartBattery
Manager(TM), PhoenixPICO(TM), PhoenixVIEW(TM), MultiKey(TM), PhoenixCARD
Manager(TM) ,System Essentials(TM), PhoenixMISER(TM), Phoenix MUSE(TM), and
Phoenix Telephony Suite(TM), are trademarks of Phoenix Technologies Ltd. Other
trademarks are the property of their respective owners.