CONFIDENTIAL © 2001, Zedgate

Zedgate, llc

September 8, 2001

Materials Specially Prepared for

VIGNETTE CORPORATION

HIGHLY CONFIDENTIALHIGHLY CONFIDENTIAL

CONFIDENTIAL 2

WHAT’S THE PROPOSITION?

Cleanly Acquire Significant Assets of Enterprise Web Apps software Pioneer 2Bridge

1. In an accretive deal – creatively structured to practically eliminate downside risk to earnings

2. With high margin revenue that could be rapidly scaled by Vignette’s strong distribution organization

UPSIDE – IF YOU CAN MOVE FAST

1. Immediate Impact High Margin Revenue

2. Solidify Vignette’s apps market position & platform

3. Innovative Deal Structure Eliminates EPS Risk

DOWNSIDE – IF YOU CAN’T OR DON’T

1. Miss the window of opportunity to pick up for pennies on the dollar assets that could be to Vignette what WebLogic was to BEA

2. Let a competitor enhance its position in market because these assets will be sold

3. Increase Risk - either inertia (default to in-house development) or trepidation (acquiring a going concern) yield financially inferior alternatives that will take longer & cost more

CONFIDENTIAL 3

2Bridge provides packaged enterprise portal and

content centric web

applications that enable self-service creation of

thousands of collaborative-

commerce workspaces that align

people and manage

processes that are central to the mission of the business

CSFB Profile on 2BridgeStatus: Private (Withdrew Registration)

HQ: San Francisco, CA

URL: www.2bridge.com

Founded: January 1997

Customers: 30+ ( Frontline Capital Group, JP Morgan, The McGraw-Hill Companies, BP Amoco, SAP AG, Schroders & Company, Visa)

Partners: Applicast, Enterworks, Hewlett Packard, IBM, Netscape, New Atlanta, Oracle, iPlanet Placeware, Screaming Media, Sun Microsystems, Verity and others

TECHNOLOGYTECHNOLOGY More than interface & content, it’s patent-

pending technology features distributed app services based on a Unique ‘always-on’ architecture that provides web-tone access to e-service add-ins & XML components such as database forms, e-mails, templates, and even configurable mini-apps.- for rapid configuration and deployment

Cross-platform, open standards: Java/XML, J2EE; WAP and broadband ready, zero-client, multi-media, real-time, always-on, massively scalable

2BRIDGE PORTAL SERVER (v4.2): 2BRIDGE PORTAL SERVER (v4.2): Unified front-end interface and application

services for e-business Build and manage highly functional intranets

and extranets, complex web sites and collaborative workspaces linking people, content & apps

Massively scalable, award-winning Java/XML Portal Server platform is setting the standard for portals as deep application ‘front-ware’ for new Web-based business applications and services with customers such as JP Morgan, McGraw-Hill, ABN-Amro, & SAP.

CLUB.2BRIDGE – e-Business Solutions Network:CLUB.2BRIDGE – e-Business Solutions Network: Self-service, downloadable delivery of

software and add-in application components & web services for ‘Immediate Impact’ e-business application solutions

Amount Post

Raised Valuation

Round Date ($MM) ($MM)

1st 01/97 3.4 16.1

2nd 05/98 10.1 38.0

3th 07/99 20.0 85.0

4th 03/00 7.2 257.2

Revenues:

Financing:

CONFIDENTIAL 4

The Big Risk for Vignette

Vignette has ridden the revenue tiger, and the expectations for earnings seemly tightly wound - a miss could be disastrous

Leverage your balance sheet and strong cash position in a structure that practically eliminate EPS risk

Use recent market momentum & management bench strength to add high margin revenues and steal a march on the competition

CONFIDENTIAL 5

CONFIDENTIAL 6

Vignette Market Multiples

Based on CY 2002 Estimates, Vignette Market Value reflects the following multiples:

Price/Sales Ratio: 3.2

Price/Earnings Ratio: 94.9

CONFIDENTIAL 7

Process

1.1. WHAT’S THE SPECIAL OFFER/DEAL OPPT’YWHAT’S THE SPECIAL OFFER/DEAL OPPT’Y2.2. CLAIMS: HOW WILL WE HELP YOUCLAIMS: HOW WILL WE HELP YOU3.3. PROOF STATEMENTS & DEMOSPROOF STATEMENTS & DEMOS

1. UNDERSTAND & QUALIFY1. UNDERSTAND & QUALIFY

1.1. VALIDATEVALIDATE2.2. ESTIMATE, ANALYZE & MONETIZEESTIMATE, ANALYZE & MONETIZE3.3. NEGOTIATE & CLOSENEGOTIATE & CLOSE

2. DUE DILIGENCE2. DUE DILIGENCE

1.1. INTEGRATE TECH, PRODUCT & OPSINTEGRATE TECH, PRODUCT & OPS2.2. INTRODUCE, SELL & DISTRIBUTEINTRODUCE, SELL & DISTRIBUTE3.3. PROFIT FROM ITPROFIT FROM IT

3. DELIVER3. DELIVER

CONFIDENTIAL © 2001, Zedgate

Zedgate, llc

THE NEW THE NEW 22BRIDGEBRIDGE

LEAN, MEAN PROFIT MACHINE LEAN, MEAN PROFIT MACHINE

TO EXTEND YOUR PORTAL PLATFORMTO EXTEND YOUR PORTAL PLATFORM

CONFIDENTIAL 9

FSP (ASP +++)

Only a Full Service Provider controls and provides all the essential elements needed to deliver rapid, yet sustainable e.business success

FSP=full accountability

e.business Platform for Rapid Delivery Creative & Technical Talent Ready-2-Wear Designer Solutions e.Service Orientation Pure Business Model

CONFIDENTIAL 10

Key Benefits of 2Share/2Bridge Portal Platform Fast to Market

Solution can set-up in as little as 2 days

Easy to Use Browser based: designed for non-tech users

Open to Change Extensible platform: new sites, content, services added seamlessly

Connects to All XML Pluglets: ‘dial tone’ to corporate & external data & apps

Hassle-Free Set-up & management of all design, software, hardware, network

Risk-FreeTrial to ensure fit before spending money

“Do it for me” = Spend More & Wait

“Do it myself” = Spend Less, Start Now

$30K in 6 days?

CONFIDENTIAL 11

The New & Better 2Bridge –

POSITIONING “We are category innovators with the best tech platform for

enterprise web apps”

“ We can extend your platform & market position”

P&L CONTRIBUTION - $(7) Million +$4.4 Million

PEOPLE 70 people in all depts. including field sales & consulting

Best 10 - the product & engineering team

BUYING WHAT? Company Stock All Assets & LIABILITIES

Costs to eliminate unwanted personnel

Only AssetsNO LIABILITIES

Core TeamOnly hire ex-employees as needed

PRICE/VALUE Fair Deal (~ $150M)+ Great Steal (~$15M)

SPEED/EASE OF DEAL 1 to 3 months 1 to 3 weeks

2B OLD2B OLD 2B NEW2B NEW

Clean Deal, Better Price, Faster Profit Contribution

CONFIDENTIAL 12

2B Old vs. 2B New: Operating Income Comparison

($2,883,619) ($1,967,549)

($1,464,910)

($869,115)

$1,216,688

$3,118,329

1

($125,750)

$135,750

1 2 3 4

($2,883,619) ($1,967,549)

($1,464,910)

($869,115)

$1,216,688

$3,118,329

1

($125,750)

$135,750

1 2 3 4

4 QUARTERS – ROLLING FORWARD4 QUARTERS – ROLLING FORWARD

BREAKEVENBREAKEVEN

PROFIT

LOSSLOSS

2B NEW 2B NEW ASSETS + TEAM ASSETS + TEAM

AGILE & LEANAGILE & LEAN

2B– OLD 2B– OLD BURDENED WITH BURDENED WITH LEGACY COSTS LEGACY COSTS

FROM IPOFROM IPO

CONFIDENTIAL © 2001, Zedgate

Zedgate, llc

ASSETS & TEAMASSETS & TEAM

CONFIDENTIAL 14

Key Entities

SHCSpecial Purpose

LLC

SHCSpecial Purpose

LLCZED GATE LLCZED GATE LLC

MZ + Core TeamNew IP dev’d post terminationCustomer RelationshipsEmployees & Experts

•All 2Bridge assets – with no liabilities or liens including:•Pre June 25 Intellectual Property•Customer Contracts•Trademarks & Web Addresses

Also owned by Comdisco

Sand HillTransamericaFoothill (Wells Fargo)Agility Capital

Mansoor Zakaria Michael ShatsmanVadim SemenovHenry ChanJim LoganNancy AminoTom TootFrank CummingsJulie Farris

Infrastructure tuned for enterprise software production, management, delivery & support systems

Servers & PC & Software

Office operating tools - equipment, software, furniture

CONFIDENTIAL 15

Intellectual Property

Core Team of 5 highly skilled product engineers, additional 10-15 engineers in SF, and 25 in Princeton, 5 in UK – available and super enthusiastic about the product

Michael ShatsmanArchitecture, Design and Engineering Management

Michael ShatsmanArchitecture, Design and Engineering Management

Vadim SemenovCore Product Design and

Development

Vadim SemenovCore Product Design and

Development

Henry ChenComponent Design and

Development

Henry ChenComponent Design and

Development

Jim LoganApplications Design and

Development

Jim LoganApplications Design and

Development

QA & Performance team

QA & Performance team

DocumentationDocumentation

CONFIDENTIAL 16

Public- ALLPublic- ALL Group(s)Group(s) PersonalPersonal

2B2BHub

Containers

Portal

THE DEEPEST TECHNOLOGY IN PORTAL APPS

Adaptive ViewsPersonalized, Configurable,

& Permissioned by Users

Portal Creation & Mgmt Application Modules-Create, Edit, Publish, Manage Workflow,

Audiences, Distribution, Rules, Reporting etc.

Dynamic ContainersSeamless Integration of content, apps,

and services

Components Instant PortalLogin Personalized GreetingGroup MessageTable of ContentsDirectorySite-MapRecently Updated Sites

Auto-Publish AgentExpress PublishingP2P Doc & File ShareMS Office FileAudio/VideoIn-Line Text EntryProperty (Meta-data)Web PageURL Pass through

LinksDiscussionsEmailSearchSurveyWorkflow StatusActivity ReportsUsage Reports

Portal Application Components Unlimited number of service components that can be pre-built - by IT or Third parties for immediate use by business

COMPONENTS (PARTIAL LIST)

CONFIDENTIAL 17

Targets & Process

1.1. PITCH: SPECIAL OFFER/DEAL OPPT’YPITCH: SPECIAL OFFER/DEAL OPPT’Y2.2. CLAIMS: HOW WILL WE HELP YOUCLAIMS: HOW WILL WE HELP YOU3.3. PROOF STATEMENTS & DEMOSPROOF STATEMENTS & DEMOS

2. MARKETING & SELLING2. MARKETING & SELLING

1.1. VALIDATEVALIDATE2.2. ANALYZE & MONETIZEANALYZE & MONETIZE3.3. NEGOTIATE & CLOSENEGOTIATE & CLOSE

3. DUE DILIGENCE3. DUE DILIGENCE

1.1. INTEGRATE TECH, PRODUCT & OPSINTEGRATE TECH, PRODUCT & OPS2.2. INTRODUCE, SELL & DISTRIBUTEINTRODUCE, SELL & DISTRIBUTE3.3. PROFIT FROM ITPROFIT FROM IT

4. DELIVER4. DELIVER

ENTERWORKSENTERWORKS

EPICENTRICEPICENTRIC

HPHP

IBMIBM

I2I2

INFORMATICAINFORMATICA

INTERWOVENINTERWOVEN

INTUITINTUIT

ORACLEORACLE

SYBASESYBASE

TIBCOTIBCO

VERITYVERITY

VERTICAL NETVERTICAL NET

VITRIAVITRIA

VIGNETTEVIGNETTE

WEB EXWEB EX

WEB METHODSWEB METHODS

YAHOOYAHOO

ATGATG

AUTONOMYAUTONOMY

BEABEA

BOWSTREETBOWSTREET

BROADVISIONBROADVISION

CITRIXCITRIX

COMMERCE ONECOMMERCE ONE

CORILLIANCORILLIAN

DIVINE

PEOPLESOFTPEOPLESOFT

PEREGRINEPEREGRINE

PLUMTREEPLUMTREE

REUTERS REUTERS

SAPSAP

SCHWABSCHWAB

SCIENTSCIENT

SIEBELSIEBEL

SUNSUN

1. IDENTIFY, QUALIFY & FOCUS1. IDENTIFY, QUALIFY & FOCUS

CONFIDENTIAL 18

List of Secured Assets

2Share Many-to-many Info-Sharing

2BPS 2Bridge Portal Platform Server – web application development platform

CVS Source Code Control Unix Server installation that contains version control for all source code branches starting

2Share version 3.0. It covers 2Share, 2BPS, 2BCS (Golden Gate), 2BPP (Sputnik), and Documentation

Club2Bridge Download Distribution & Service Channel

Advanced Technology R&D 2BPP

1) Next-generation multi-panel presentation and application interface 2BCS

1) Data-driven, highly scalable content delivery system

CONFIDENTIAL 19

Innovations and Patentable IP

Portal Application ComponentsPortal Application Components Configurable, mini-application for allowing business users to produce complex web pagesConfigurable, mini-application for allowing business users to produce complex web pages Database, email, recursive hierarchical director, Table of Contents, Navigation, Screen Database, email, recursive hierarchical director, Table of Contents, Navigation, Screen scraper, EJB, JMS, Web Page Capture, MS Office Markup, and morescraper, EJB, JMS, Web Page Capture, MS Office Markup, and more

PAC Development KitDevelopment Kit

Provides extensibility of 2Share mini-appsProvides extensibility of 2Share mini-apps

InnovationsInnovations

2Bridge mode-aware Container2Bridge mode-aware Container

The Browser based Publishing toolThe Browser based Publishing tool

Multiple browsing views from the same content baseMultiple browsing views from the same content base

Distributed, permissioned, cascading publishingDistributed, permissioned, cascading publishing

Separation between content, structure and presentationSeparation between content, structure and presentation

Patentable IP (prep’d, not filed)Patentable IP (prep’d, not filed)

Multi-panel windowing systemMulti-panel windowing system

Referential links in an object storeReferential links in an object store

CONFIDENTIAL 20How IP Could be Valuable?2Bridge and/or potential M&A partner

Business Value A trained sales team and partnerships with integrators could jumpstart the process The download model provides highly leveraged revenue potential for 2Bridge

Talent Value Development team understands the web application environment and could integrate product into

application environment, such as SFA, CRM, portals platforms, content management platforms and others

CONFIDENTIAL 21

EXPERIENCED ENGINEERING TEAM

Size: Core Team of 5 highly skilled product engineers, additional 20 engineers in SF, and 25 in Princeton – available and enthusiastic about the product 75+ man-years in product development and innovation Core team have been together for over 4 years (24 man-years) with the product

during the formative years of the Internet Valued Skills

Java, Database – Oracle, Sybase, Informix, SQL Server etc. Information Architecture & Web User Interface Multimedia Graphics QA, Performance and Tuning XML DHTML Web and Application servers - WebLogic, WebSphere, iPlanet J2EE peer-to-peer Web services

CONFIDENTIAL 22

Presentation Outline

Executive Summary Enterprise Portals

A Massive Opportunity Getting Very Crowded

Our Strategic Analysis of [their company name] SWOT Cost & Risks of Gaps Opportunities & Benefits

Leveraging & extending your platform from Enterprise Portal into SUPER-PORTAL Benefits – hard & soft Features – product & tech Ideas

Deal Dynamics How? when etc. Valuation Data: provide info on cost to create, similar transactions, profit

contribution to buyer

CONFIDENTIAL © 2001, Zedgate

Zedgate, llc

2WIN THE PORTAL WAR YOU NEED 2WIN THE PORTAL WAR YOU NEED

Confidential & ProprietaryConfidential & Proprietary

CONFIDENTIAL 24

Studies have shown that for every six new large-scale software systems that are put into operation, two others are canceled. The average software development project overshoots its schedule by half; larger projects generally do worse. And some three quarters of all large systems are "operating failures" that either do not function as intended or are not used at all.

TRENDS IN COMPUTING by W. Wayt Gibbs, staff writer. Copyright Scientific American;

Software engineering remains a term of aspiration. The vast majority of computer code is still handcrafted from raw programming languages by artisans using techniques they neither measure nor are able to repeat consistently.

"It's like musket making was before Eli Whitney," says Brad J. Cox, Brad J. Cox,a professor at George Mason University. "Before the industrial revolution, there was a non-specialized approach to manufacturing goods that involved very little interchangeability and a maximum of craftsmanship. If we are ever going to lick this software crisis, we're going to have to stop this hand-to-mouth, every-programmer-builds-everything-from-the-ground-up, preindustrial approach."

CONFIDENTIAL 25

CONFIDENTIAL 26

2Bridge: inventing the technology and products needed to support interchangeable, reusable software components

. In June IBM's Consulting Group released the results of a survey of 24 leading companies that had developed large distributed systems. The numbers were unsettling: 55 percent of the projects cost more than expected, 68 percent overran their schedules and 88 percent had to be substantially redesigned.

The survey did not report one critical statistic: how reliably the completed programs ran. Often systems crash because they fail to expect the unexpected. Networks amplify this problem. "Distributed systems can consist of a great set of interconnected single points of failure, many of which you have not identified beforehand," Randell explains. "The complexity and fragility of these systems pose a major challenge."

The challenge of complexity is not only large but also growing. The bang that computers deliver per buck is doubling every 18 months or so. One result is "an order of magnitude growth in system size every decade-for some industries, every half decade," Curtis says. To keep up with such demand, programmers will have to change the way that they work. "You can't build skyscrapers using carpenters," Curtis quips.

CONFIDENTIAL 27

Thus 2Bridge assets are in order:

1. MZ and MZ's brain/spin/deep understanding of the space (again like what he did at Schwab..defining Equalizer online trading which became standard bearer functionality)...MZ agrees that he will become the acquirer's portal product/vision guy' 

2. 2Bridge technologies that can be modified around the acquirer's platform and existing services 

3. 2Bridge 'core dev team'  4. MZ ability to hire many other 'experts' to further build out the desired

combined new vision; i.e. 2Bridge + acquirer assets = SuperPortal Plus 

CONFIDENTIAL 28

 'Portal Functionality'...the engaging application/Trojan-horse and way-into the buying hearts of enterprise purchasers..i.e. this is the way to sell all enterprise software..using/giving away company-specific portal functions and then upselling features and other enterprise software services behind it 

What Is Important State-of-the Art Portal Functionality ?? Use of Gartner Group research finders here is important as will be all of the many presentations MZ has put together with his team that shows his depth

of understanding of the space.. .It is important to list all what Gartner thinks is important in nextgen portals to insure

MZ has credibility in the argument 

CONFIDENTIAL 29

What Is Super-Portal?

SuperPortal includes the following features and functions:1. BEA-like auto-install app (have your customized portal up and running in 48

hours)2. Self-publishing capability; i.e. the ability for any given authorized employee to

modify portal to reflect his/her priorities and sensibilities that his/her constituents should be experiencing consistent with the permission/authority this employee deserves

3. Pre-built 'pluglets/gadgets/modules' that can be inserted in portal to provide super-robust functionality (need full list of those that are fully functioning, under development and 'planned')

4. Container that allows SuperPortal user to grab 3rd party 'pluglets/gadgets/modules'  and drop them into portal (examples such as stock quotes, weather, customized feed, audio/video, etc.) without any real html or coding knowledge

5. Container that allows SuperPortal user to integrate inside the firewall/proprietary enterprise data that belongs on user's extranet 

CONFIDENTIAL 30

5+ Benefits Of The SuperPortal

1. Sell more services faster...one could even give away SuperPortal 1.0 to get client and upsell other features for profit...again following the BEA model

2. Immediate revenue to acquirer....3. Immediately enable enterprise salesperson to have relationship with given

client....4. The application that gets management exited about investing more in IT........  then..AFTER acquirer has shared their priorities and thoughts...  More Detailed Description of 2Bridge Architecture and Approach

MZ has these presentations...the idea is simply to cover a cover slide that enables him to transition easily from presentation to presentation. 

MZ-you must have all these presentations sitting in one folder and not fumble around your hard disk looking for them as its totally disconcerting! That should cover it...Julie, good luck in better packaging this Mark

CONFIDENTIAL 31

Toolbar #1: Personal Portal Toolbar

Link to screen showing Link to screen showing Neomeo and/or Outlook Neomeo and/or Outlook PlugletsPluglets

Files - Upload files to Files - Upload files to share with share with customers, customers, colleagues, partners,colleagues, partners,

Present – conduct on-line Present – conduct on-line presentations & collaborate using presentations & collaborate using the screen sharing capabilities.the screen sharing capabilities.

Discussions: Post thoughts Discussions: Post thoughts and suggestions when they and suggestions when they occur to youoccur to you

Publish: Instantly publish to your Publish: Instantly publish to your enterprise portal, which will enterprise portal, which will automatically alert all your team automatically alert all your team members and/or readers. members and/or readers.

Search E-Mail File Publish Calendar Discuss Present Reports Links More Search E-Mail File Publish Calendar Discuss Present Reports Links More