<PAGE>   1
                                                                    EXHIBIT 3.22







                                BAAN COMPANY N.V.

                                       AND

                             VANENBURG VENTURES B.V.





                                -----------------




                            Acquisition of 15% of the
                            issued share capital of:


                          BAAN MIDMARKET SOLUTIONS B.V.


<PAGE>   2

DE BRAUW BLACKSTONE WESTBROEK



<TABLE>
<CAPTION>

CONTENTS                                                      PAGE
                                                              -----

LIST OF SCHEDULES

ARTICLE       HEADING
-------       -------

<S>           <C>                                             <C>
1                Definitions
2                Sale and Purchase
3                Consideration for the Shares
4                Closing
5                Representations and Warranties
6                Indemnifications
7                Restrictions
8                Announcements
9                Costs
10               Miscellaneous
11               Applicable Law and Jurisdiction
</TABLE>


                                       2
<PAGE>   3

DE BRAUW BLACKSTONE WESTBROEK


                                LIST OF SCHEDULES

1        :       Representations and Warranties
2        :       Form of Deed of Transfer of Shares


      THIS AGREEMENT is made on the date stated on the signature page between:

      1.               the public company with limited liability incorporated
                       under the laws of The Netherlands BAAN COMPANY N.V.,
                       having its registered office at Baron van Nagellstraat 89
                       at 3771 LK, Barneveld, The Netherlands, to be referred to
                       hereinafter as "Seller";

      2.               the private company with limited liability incorporated
                       under the laws of The Netherlands VANENBURG VENTURES
                       B.V., having its registered office at Vanenburgerallee 13
                       at 3882 RH, Putten, The Netherlands and its statutory
                       seat in Putten, the Netherlands, to be referred to
                       hereinafter as "Purchaser";

      3.               the private company with limited liability incorporated
                       under the laws of The Netherlands BAAN MIDMARKET
                       SOLUTIONS B.V., having its registered office at
                       Vanenburgerallee 15, 3882 RH, Putten, The Netherlands and
                       its statutory seat in Barneveld, The Netherlands, to be
                       referred to hereinafter as the "Company";



      WHEREAS:

      (A)   the Seller is holder of 15% of the issued and outstanding shares in
            the capital of the Company;

      (B)   the Purchaser is holder of 85% of the issued and outstanding shares
            in the capital of the Company;

      (C)   the Company is engaged in the business of software and consultancy.
            Its main activities consist of developing (or having developed),
            distributing (or having distributed) and licensing (or having
            licensed) software, as well as supplying (or having supplied)
            so-called 'pre-sales, sales marketing and marketing and software
            maintenance and support services' in the software and consultancy
            sector;

      (D)   the authorised share capital of the Company amounts to NLG 200,000
            (in words: two hundred thousand Netherlands guilders) consisting of
            200 shares with a nominal value of NLG 1,000 each. The issued and
            outstanding share capital of the Company amounts to NLG 40,000 (in
            words: forty thousand Netherlands guilders). The shares numbered 35
            through 40 constituting 15% of the issued and outstanding ordinary
            shares in the Company which are held by the Seller are hereinafter
            referred to as the "Shares" (each individually: a "Share");

      (E)   the Seller wants to sell to the Purchaser and the Purchaser wants to
            purchase the Shares from the Seller on the terms of this Agreement,
            provided that simultaneously therewith or at least at the same date
            the Asset Purchase Agreement between Baan Company N.V. and Baan
            Midmarket Solutions B.V. is or has been entered into by the parties
            thereto;

                                       3
<PAGE>   4
DE BRAUW BLACKSTONE WESTBROEK




      (F)     the Seller has made representations and warranties to the
              Purchaser in the terms of the representations and warranties set
              out in the FIRST SCHEDULE to the intent that the Purchaser should
              rely on such representations and warranties in entering into this
              Agreement;

      (G)     the parties have duly complied with all requirements under the
              Merger Code of the Social and Economic Council
              ("SER-Fusiegedragsregels") and the Works Councils Act ("Wet op de
              Ondernemingsraden");

      (H)     except for the requirements under United States Hart-Scott-Rodino
              Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
              the parties hereto are not aware of any consent, approval or
              authorization of, or declaration, filing or registration with, any
              governmental or regulatory authority which could be required to be
              made or obtained in connection with the execution, delivery and
              performance of this Agreement, other than those mentioned in
              recital G;

      IT IS HEREBY AGREED AS FOLLOWS

              1.       DEFINITIONS

              1.       The following expressions used in this Agreement and the
                       Schedules hereto shall, unless the context indicates
                       otherwise, have the following meanings:

              "Agreement"    this agreement including the Schedules hereto;

              "Company"      Baan Midmarket Solutions B.V.;

              "Closing"      the closing of the transactions contemplated by
                             this Agreement in accordance with Article 4 below;

              "Closing Date" the date on which Closing shall take place;

              "Shares"       the 15% of the issued and outstanding shares of the
                             Company which are held by the Seller,
                             consisting of six shares numbered 35 through
                             40 with a nominal value of NLG 1,000 each;


                                       4



<PAGE>   5
DE BRAUW BLACKSTONE WESTBROEK




         "Statutes"          all statutes, laws, directives, orders or
                             regulations, which are in force per the date
                             hereof or have at any time prior to the date hereof
                             been in force;

         "Warranties"        the representations and warranties set out in the
                             FIRST SCHEDULE hereto;

         2.       Except to the extent the context requires otherwise, any
                  references in this Agreement to:

         (i)      a business day means any day which is not a Saturday or Sunday
                  nor a public holiday in The Netherlands;

         (ii)     the parties hereto include their respective successors in
                  title, assigns, estate and legal personal representatives;

         (iii)    persons shall include individuals, bodies corporate and
                  non-corporate, associations and partnerships, institutions,
                  governments and (subdivisions of) states; and

         (iv)     Statutes or statutory provisions and orders or regulations
                  made thereunder include that statute, provision, order or
                  regulation as amended, modified, re-enacted or replaced from
                  time to time, and to any previous statute, statutory
                  provision, order or regulation amended, modified, re-enacted
                  or replaced by such statute, provision, order or regulation.

         3.       Headings to articles and descriptive notes in brackets

                                        5
<PAGE>   6
DE BRAUW BLACKSTONE WESTBROEK





                  are for information only and shall not be construed as forming
                  part of this Agreement or the Schedules hereto.

         4.       The recitals, Schedules and Exhibits form part of this
                  Agreement and shall have the same force and effect as if
                  expressly set out in the body of this Agreement and any
                  reference to this Agreement shall include the recitals,
                  Schedules and Exhibits.

         5.       Unless the context requires otherwise, terms defined in the
                  plural include the singular and vice versa.

2.       SALE AND PURCHASE

         Subject to the terms and conditions of this Agreement, the Seller
         herewith sells to Purchaser, and Purchaser herewith purchases from the
         Seller the Shares free from any and all liens, charges and encumbrances
         and together with all accrued benefits and rights attaching thereto,
         and all entitlements to profits as from January 20, 1998. For the
         avoidance of doubt: the economic ownership of the Shares shall be for
         Purchaser as from January 20, 1999.


3.       CONSIDERATION FOR THE SHARES

         As consideration for the sale and transfer of the Shares the Purchaser
         shall terminate (and/or procure the termination of) the use of any
         reference to the "Baan" name or logo throughout the group of entities
         it has control over and/or is affiliated with at the latest on March
         31, 1999, all as provided for in article 7 hereof.


                                       6
<PAGE>   7
DE BRAUW BLACKSTONE WESTBROEK





4 CLOSING

4.1      Immediately upon the signing of this agreement the following actions
         shall be taken at the offices of De Brauw Blackstone Westbroek in The
         Netherlands at Burgerweeshuispad 301, Amsterdam:

         (i)    Purchaser and the Seller shall execute the Deed of Transfer of
                Shares before Mr M. van Olffen, civil law notary, substantially
                in the form as set out in the SECOND SCHEDULE;

         (ii)   the Company shall acknowledge the transfer of the Shares in the
                form as provided in the Deed of Transfer of Shares and shall
                record the said transfer in the register of shareholders of the
                Company;

         (iii)  subject to compliance with paragraphs (i) and (ii) by the Seller
                and the Company, respectively, the Purchaser shall - before
                March 31, 1999 - terminate (and/or procure the termination of)
                the use of any reference to the "Baan" name or logo throughout
                the group of entities it has control over and/or is affiliated
                with, all as provided for in article 7 hereof.

4.2      If for any reason the provisions (i) or (ii) of Article 4.1 are not
         complied with in full at Closing, the parties shall in good faith
         determine a new date for Closing.


5 REPRESENTATIONS AND WARRANTIES

5.1      The Seller guarantees to Purchaser that the Warranties are true and
         correct at the date of this Agreement and at the Closing Date. The
         Seller shall be liable towards Purchaser in case any of the Warranties
         are not true and correct at the date of this Agreement and



                                       7
<PAGE>   8
DE BRAUW BLACKSTONE WESTBROEK





         the Closing Date.

5.2      The Seller and the Purchaser acknowledge that - taking into account
         that the Purchaser is holder of 85% of the issued and outstanding share
         capital of the Company and that the Purchaser is the sole Managing
         Director of the Company - the Purchaser is not entering into this
         agreement solely in reliance upon the accuracy of each of the
         Warranties. Notwithstanding the foregoing, the Seller undertakes with
         the Purchaser that:

         (i)    it will promptly give written notice, setting out the relevant
                circumstances and facts, to the Purchaser if it becomes aware
                that any of the Warranties guaranteed by it pursuant to this
                Article 5, was not true and correct at the Closing Date.

         (ii)   it will not do, allow or procure any act or omission which
                constitutes a breach of any of the Warranties or renders any of
                the Warranties inaccurate or misleading.

5.3      Purchaser confirms to the Seller that on the date of this Agreement it
         has no actual knowledge of information which constitutes a breach of
         the Warranties.


ARTICLE 6              INDEMNIFICATIONS

6.1      The Seller hereby agrees - without restricting the obligations of
         Purchaser to limit damages - to indemnify and hold the Purchaser
         harmless against and in respect of any loss, cost, expense (including
         expenses of investigation), claim, liability, deficiency, judgment or
         damage, including reasonable



                                       8
<PAGE>   9

DE BRAUW BLACKSTONE WESTBROEK





         legal and accounting fees and expenses (hereinafter, individually, a
         "Loss" and collectively, "Losses") incurred by the Purchaser, directly
         or indirectly, as a result of an inaccuracy in or breach of a Warranty.

6.2      The Purchaser hereby agrees - without restricting the obligations of
         Seller to limit damages - to indemnify and hold the Seller harmless
         against and in respect of any Loss incurred by the Seller, directly or
         indirectly, as a result of a breach of the covenant made by the
         Purchaser in article 7.1 and/or article 7.2 hereof.

ARTICLE 7              RESTRICTIONS

7.1      The Purchaser shall procure that as soon as possible after the Closing
         Date, but in no event later than March 31, 1999 the situation is
         realised in which neither the Purchaser nor any of the entities
         controlled by or affiliated to it shall use the "Baan" name or logo or
         any name similar thereto (or possibly to be confused therewith) or the
         initials "BBS", "BBA", "BBK", "BBI" and "BI", in any letterheads,
         promotional material, business cards or otherwise.

                                       9
<PAGE>   10
DE BRAUW BLACKSTONE WESTBROEK





7.2      In view of executing the foregoing, the Purchaser shall, immediately
         after the Closing, take, or procure to taken, all necessary actions to
         change the names of Baan Midmarket Solutions B.V.; all subsidiaries of
         the Purchaser using the name "Baan"; all other entities controlled by
         or affiliated to the Purchaser using the name "Baan" or the initials
         "BBS", "BBA", "BBK", "BBI" and "BI", including without limitation, Baan
         Business Systems, Baan Business Associates, Baan Business Knowledge,
         Baan Business Innovation and Baan Institute. The Purchaser and all
         entities controlled by or affiliated to the Purchaser shall cease
         immediately using in any manner whatsoever the name "Baan" and the Baan
         logo unless there is subsequently to this agreement a separate written
         license agreement between Baan Company and such entity specifically
         granting such entity the right to use the "Baan" name or logo.


7.3      In the event of the Purchaser not having realized the termination as
         described in this article 7 prior to March 31, 1999, Seller shall be
         entitled, in addition to any other right or remedy available at law or
         equity, to the following: (i) an injunction or other equitable remedy
         to prevent further infringements (and force compliance) without the
         necessity of proving actual damages or irreparable harm for such
         equitable relief, and, if Seller prevails in any such action, Purchaser
         shall reimburse Seller for any reasonable attorney's fees and other
         costs incurred in pursuing such action; and (ii) in connection with the
         creation of any new advertising, marketing, or other materials
         following execution of this Agreement in violation of this article 7,
         Seller shall be entitled from Purchaser, without need of any prior
         notice or court action being required, to an immediately payable
         penalty amounting to NLG 300,000 (three hundred



                                       10
<PAGE>   11
DE BRAUW BLACKSTONE WESTBROEK




         thousand guilders) for each such infringement and an immediately
         payable penalty of NLG 50,000 (fifty thousand guilders) for each day
         such infringement continues after being notified thereof in writing by
         Seller, without any damages or loss requiring to be proved and without
         prejudice to the rights of Seller and/or any of its subsidiaries
         pursuant to this agreement. Purchaser acknowledges that any breach of
         article 7.1 would cause irreparable injury to Seller and that it would
         be impossible or inadequate to measure and calculate Seller's monetary
         damages from any such breach.

7.4      Purchaser acknowledges and agrees that Seller owns all right, title,
         and interest in and to the "Baan" name and logo, and it will not
         challenge in any court or other forum Seller's right to use such
         name and logo and/or Seller's ownership of such. Purchaser further
         agrees that it shall have no right (except as specifically set forth in
         this Agreement) to use, license, or in any way exploit anywhere in the
         world the "Baan" name and logo except pursuant to written agreement
         with Seller.

ARTICLE 8       ANNOUNCEMENTS AND CONFIDENTIALITY

8.1      Except so far as may be required by applicable law or regulations
         (including but not limited to those of any relevant stock exchange and
         also including the the Dutch Competition Act, the HSR Act, the Dutch
         Merger Code and the Dutch Works Councils Act), neither the terms of
         this Agreement nor any transaction contemplated hereby shall be
         disclosed by any party without the prior consent of the other party,
         such consent not to be unreasonably withheld or delayed.


ARTICLE 9       COSTS

                                       11
<PAGE>   12
DE BRAUW BLACKSTONE WESTBROEK





9.1      Each of the parties hereto shall bear its own legal and accountancy
         costs, charges and other expenses connected with the negotiation,
         preparation and implementation of this Agreement and any other
         agreement incidental to or referred to in this Agreement or any other
         activities in relation hereto, except for notarial costs relating to
         the transfer of Shares, which shall be equally borne by Seller and
         Purchaser. The Companies shall not be liable for any of the said costs,
         charges and other expenses.

ARTICLE 10      MISCELLANEOUS

10.1     None of the parties shall be entitled to assign any rights or
         obligations under this Agreement without the prior written consent of
         the other parties.

10.2     The terms of this Agreement shall insofar as not performed at Closing
         continue in force notwithstanding such Closing. A petition to annul, to
         rescind or dissolve this Agreement cannot be instituted and nullity,
         rescission and dissolution thereof cannot be invoked, in whole or in
         part, after the Shares shall have been transferred to Purchaser, except
         in case of fraudulent misrepresentation or fraudulent breach
         ("bedrog").

10.3     This Agreement (together with any documents referred to herein)
         constitutes the entire agreement between the parties hereto in
         connection with the sale and purchase hereby agreed and no variation to
         this Agreement shall be effective unless made in writing and signed by
         all the parties.

10.4     There shall be no waiver of any term, provision or condition of this
         Agreement unless such waiver is evidenced in writing and signed by the
         waiving party. The failure of any party at any time or times to


                                       12
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DE BRAUW BLACKSTONE WESTBROEK




         exercise any right under this Agreement, or to require performance of
         any provision of this Agreement, shall not affect its right to exercise
         such right or to enforce such provision at a later time.

10.5     In the event that one or more provisions of this Agreement would appear
         to be non-binding, the other provisions of this Agreement will continue
         to be effective, and the parties shall consult with each other to
         replace the non-binding provisions with other provisions that are
         binding, in such a way that the new provisions differ as little as
         possible from the non-binding provisions, taking into account the
         object and the purpose of this Agreement.

10.6     Any notice or demand to be served under this Agreement may be served
         upon a party at the address indicated above or such other address as
         they may have notified to the other parties as being their address for
         service or to their last known place of residence or business and may
         be served personally, by registered mail or by facsimile transmission.

         A notice or demand served by post shall be deemed duly served
         forty-eight hours after posting and a notice or demand sent by
         facsimile transmission shall be deemed to have been served at the time
         of transmission and in proving service of the same it will be
         sufficient to prove, in the case of a letter, that such letter was
         properly registered, addressed and placed in the post and in the case
         of a facsimile transmission, that such facsimile was duly transmitted
         to a current facsimile number of the addressee.

10.7     This Agreement may be executed in any number of counterparts and by the
         several parties hereto on separate counterparts, each of which when so
         executed and delivered shall be an original, but all the



                                       13
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DE BRAUW BLACKSTONE WESTBROEK




         counterparts shall together constitute one and the same instrument. In
         order for this Agreement to be binding, it must have been signed by all
         parties.

ARTICLE 11      APPLICABLE LAW AND JURISDICTION

11.1     This Agreement is construed under and shall be governed by Netherlands
         law.

11.2     All disputes arising in connection with this Agreement or other
         agreements entered into in connection herewith shall be brought before
         the competent court of Amsterdam.

IN WITNESS WHEREOF the hands of the parties or their duly authorized
representative on January 21, 1999.


Baan Company N.V.
By: /s/ Tom C. Tinsley
    --------------------------------
           Tom C. Tinsley
           Chief Executive Officer

Vanenburg Ventures B.V.
By:  /s/ Jan Willem Krooshof
     --------------------------------
           Jan Willem Krooshof
           Chief Operating Officer

Baan Midmarket Solutions B.V.
By:  /s/ Esmeralda Vos
     --------------------------------
         Esmeralda Vos




                                       14
<PAGE>   15
                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                                BAAN COMPANY N.V.

                                       AND

                             VANENBURG VENTURES B.V.

                                       AND

                          BAAN MIDMARKET SOLUTIONS B.V.



                                JANUARY 21, 1999





<PAGE>   16
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
ARTICLE 1 PURCHASE AND SALE OF ASSETS............................................................2

        1.1    Purchase and Sale.................................................................2
        1.2    Description of Purchased Assets...................................................2
        1.3    Assumption of Liabilities.........................................................3
        1.4    Excluded Assets...................................................................3

ARTICLE 2 PURCHASE PRICE; CLOSING................................................................4

        2.1    Purchase Price....................................................................4
        2.2    Closing...........................................................................5
        2.3    Sales and VAT Taxes...............................................................6
        2.4    Post-Closing Calculations.........................................................6

ARTICLE 3 COVENANTS AND AGREEMENTS RELATED TO EMPLOYEES AT BMS...................................7

        3.1    Terminated Employees; Severance...................................................7
        3.2    Continuing Employees; Offers of Employment........................................7
        3.3    Employment Taxes and Social Premiums..............................................7
        3.4    Employment Obligations............................................................7
        3.5    No Solicitation of Former Employees...............................................8
        3.6    Transition of Employees...........................................................8
        3.7    No Rights Conferred Upon Employees................................................8
        3.8    COBRA.............................................................................8
        3.9    Transfer of Assets from the BMS 401(k) Plan.......................................8

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BMS..................................................9

        4.1    Organization of BMS...............................................................9
        4.2    Due Authorization.................................................................9
        4.3    Due Execution and Enforceability..................................................9
        4.4    No Conflict.......................................................................9
        4.5    Consents and Approvals of Governmental Authorities................................9
        4.6    Proprietary Rights and Ownership..................................................9
        4.7    Restrictions on Business Activities..............................................10
        4.8    Capital Equipment and Tangible Assets............................................10
        4.9    Title to Assets..................................................................10
        4.10   Contracts........................................................................10
        4.11   Governmental Authorization.......................................................10
        4.12   Taxes............................................................................11
        4.13   Brokers' or Finders' Fees.........................................................11

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BAAN COMPANY........................................11

        5.1    Organization of Baan Company.....................................................11
</TABLE>

<PAGE>   17
                                TABLE OF CONTENTS
                                   (CONTINUED)


<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
        5.2    Due Authorization................................................................11
        5.3    Due Execution and Enforceability.................................................11
        5.4    No Conflict......................................................................12
        5.5    Consents and Approvals of Governmental Authorities...............................12

ARTICLE 6 ADDITIONAL AGREEMENTS.................................................................12

        6.1    Good Faith; Further Assurances...................................................12
        6.2    Provision of Audited Financials..................................................12
        6.3    Access to Information............................................................13
        6.4    Confidentiality..................................................................13
        6.5    Taxes............................................................................13
        6.6    BMS Accounts Receivable..........................................................13
        6.7    Baan Name........................................................................13
        6.8    Share Purchase Agreement.........................................................14
        6.9    Joint Venture Agreement..........................................................14

ARTICLE 7 PAYMENT OF EXPENSES...................................................................14


ARTICLE 8 INDEMNIFICATION AND RELEASE...........................................................14

        8.1    Agreement to Indemnify...........................................................14
        8.2    Release..........................................................................14

ARTICLE 9 SURVIVAL AND AMENDMENT................................................................15

        9.1    Survival of Representations and Warranties.......................................15
        9.2    Amendment........................................................................15

ARTICLE 10 GENERAL..............................................................................15

        10.1   Notices..........................................................................15
        10.2   Headings.........................................................................16
        10.3   Counterparts.....................................................................16
        10.4   Binding Nature...................................................................16
        10.5   Entire Agreement.................................................................16
        10.6   Incorporation of Schedules.......................................................16
        10.7   Applicable Law...................................................................16
</TABLE>

                                      -ii-

<PAGE>   18
                                    SCHEDULES
<TABLE>
<S>                <C>
Schedule 1.2(b)    Customer and Marketing Databases
Schedule 3.1(a)    List of Terminated Employees
Schedule 3.2       List of Continuing Employees

                                    EXHIBITS

Exhibit A          Bill of Sale and General Assignment of the Purchased Assets
Exhibit B          Deed of Assumption of Dutch Assigned Contracts
Exhibit C          Deed of Transfer of Dutch Intellectual Property Rights
Exhibit D          Share Purchase Agreement

                             POST-CLOSING SCHEDULES

Schedule 1.2(c)    Capital Equipment and Tangible Assets
Schedule 6.8       BMS Accounts Receivable
</TABLE>




<PAGE>   19

                            ASSET PURCHASE AGREEMENT

        This Asset Purchase Agreement (the "Agreement") is made and entered into
as of January 20, 1999 by and among Baan Company N.V., a public company with
limited liability organized under the laws of The Netherlands ("Baan Company"),
Vanenburg Ventures B.V., a private company with limited liability organized
under the laws of The Netherlands ("VV"), and Baan Midmarket Solutions B.V., a
private company with limited liability organized under the laws of The
Netherlands ("BMS").

                                R E C I T A L S:

        A. In the fourth quarter of 1997, VV and Baan Company agreed to form a
joint venture company to be owned by VV and Baan Company, and pursuant thereto
VV and Baan Company entered into a Joint Venture Agreement dated as of March 31,
1998 (the "Joint Venture Agreement"). Although the deed of incorporation of BMS
was not executed until October 1998, from October 1997, Baan Company, VV and
"BMS" believed and acted as if BMS was formally organized. Additionally, BMS
hereby ratifies any and all actions taken on behalf of BMS during the period
prior to execution of its deed of incorporation. To the extent this Agreement
refers to BMS with respect to dates prior to October 21, 1998, such reference
shall be deemed to constitute a reference to BMS i.o. ("in oprichting") (being
BMS in the process of being formed).

        B. In accordance with the Joint Venture Agreement, VV owns 85% of the
capital stock of BMS and Baan Company owns 15% of the capital stock of BMS. The
initial capital contributions to BMS were (i) a cash contribution of NLG 6000 by
Baan Company and (ii) a cash contribution of NLG 34,000 by VV. Additionally,
Baan Company transferred certain then existing agreements with resellers,
distributors and similar parties with the right to license, distribute and sell
Baan Company software to small and medium-sized enterprises together with the
know-how in managing and supporting such parties to BMS. In December 1997, BMS
paid Baan Company US$13 million for the value of certain potential future
license revenues foregone by Baan Company as a result of pricing differences
between customary terms in direct sales versus indirect channel, third party
contracts. Subsequent to the initial capital contributions, in order to further
the development and expansion of the BMS business, VV made cash advances to BMS.

        C. BMS was established for the purpose of furthering and managing the
worldwide establishment of resellers, distributors and other third parties who
license the Baan Company software and related services to end-user customers,
and to provide a portfolio of value added services and Baan Company software
products to such third party resellers in principal markets throughout the world
(the "BMS Business"). BMS has expanded such third party resellers/distributors
from approximately 110 resellers at December 31, 1997 to approximately 220
resellers as of December 1, 1998 (the "Current Third Party Resellers"). The
Current Third Party Resellers and any other third party resellers/distributors
who subsequent to December 1, 1998 enter into the standard Baan Company reseller
agreement are collectively referred to as the "Third Party Resellers."

        D. BMS is restructuring its operations. In November 1998, 106 employees,
of whom 71 were on the payroll of Baan Company and were outsourced to BMS and 35
were on the payroll of VV and outsourced to BMS, were terminated. After giving
effect to such terminations, 135 persons were either employed directly by BMS or
employed by Baan Company or VV and outsourced to BMS. It is the intention of the
parties that Baan Company will bear the severance costs for the 106 terminated
employees and will make offers of employment to the remaining employees employed
by and/or outsourced to BMS.
<PAGE>   20

        E. The parties have determined that it is in the best interest of the
respective parties and their shareholders for Baan Company to (i) purchase
certain assets of BMS as provided herein upon the terms and conditions set forth
in this Agreement and (ii) to sell and transfer to VV its 15% equity interest in
BMS with the effect that VV will own all of the issued and outstanding capital
stock of BMS, upon the terms and conditions set forth in that certain Share
Purchase Agreement by and between Baan Company and VV of even date herewith (the
"Share Purchase Agreement").

        F. The parties to this Agreement have complied with the requirements of
the Dutch Works Councils Act and the Dutch Merger Code.

        G. By virtue of this Agreement and the Share Purchase Agreement, the
parties desire to terminate the Joint Venture Agreement and to resolve any and
all actual or potential disputes between them related to or in any way connected
with the Joint Venture Agreement.

        In consideration of these premises and of the mutual agreements of the
parties set forth herein, the parties hereby agree as follows:

                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

        1.1 Purchase and Sale. Subject to the terms and conditions contained in
this Agreement, BMS agrees to sell, assign, transfer and deliver to Baan
Company, as the case may be, and Baan Company agrees to purchase and accept, the
assets described in Section 1.2 below, free and clear of all liens, pledges,
charges, claims, security interests or other encumbrances of any sort
(collectively, "Liens").

        1.2 Description of Purchased Assets. At the Closing (as defined in
Section 2.2 hereof), BMS shall sell and deliver (delivery to be made as provided
in Section 2.2(c) below) to Baan Company, and Baan Company shall purchase and
accept from BMS, all of BMS's right, title and interest in the following:

               (a) Assigned Contracts. Any and all of BMS's rights and
obligations under the Third Party Resellers contracts (except for certain rights
to payment from MRA Systems, Inc. ("MRA") as described in Section 1.4 below),
the outsourcing contracts with TriArch and all other agreements, instruments, or
commitments, including BMS's contract rights and any accrued or contingent
claims of BMS for reimbursement or refund incident thereto (the "Assigned
Contracts");

               (b) Customer and Marketing Databases. All customer and marketing
databases relating to the BMS Business listed on Schedule 1.2(b) attached
hereto;

               (c) Capital Equipment and Tangible Assets. The capital equipment
and other tangible assets (such capital equipment and tangible assets shall be
mutually agreed to and set forth on Schedule 1.2(c) to be attached hereto as
soon as practicable following the Closing Date);

               (d) Rights to Use of Baan Name and Logo; Trademarks, Trade Names
and Brand Names. All rights (by license or otherwise) to use the Baan name or
logo in any form in the BMS Business, and all other trademarks, service marks,
trade names, brand names, trade dress, product names and other


                                      -2-
<PAGE>   21

identifying marks or packaging used in the conduct of the BMS Business (thereby
terminating any right BMS may have to such names or marks, as provided in
Section 6.7 hereof);

               (e) all copyrights, trade secrets, proprietary information,
technology rights and licenses, proprietary rights and processes, know-how, and
any and all other intellectual property including, without limitation, all
things authored, discovered, developed, acquired, produced, conceived or first
reduced to practice by BMS or any of its employees in the course of their
employment by BMS and that pertain to or are used in connection with the
activities of the BMS Business, or the Purchased Assets, whether tangible or
intangible, and all rights of any kind in or to any of the foregoing
(collectively, the "Intellectual Property"); and

               (f) all of BMS's claims against any parties relating to any
right, property or asset included in the Purchased Assets, or against any party
to an Assigned Contract, including without limitation, unliquidated rights under
manufacturers' and vendors' warranties or guaranties.

The items, property and rights described in (a) through (f) above shall be
collectively referred to as the "Purchased Assets. "

        1.3 Assumption of Liabilities. Baan Company shall not assume any
liabilities or obligations of BMS except for (i) BMS's obligations under the
Assigned Contracts, (ii) certain employee severance costs as provided in Article
3 hereof and (iii) BMS's guarantee of a minimum price of US$1,500 per license to
BISYS Networking Services ("BISYS") pursuant to that certain letter agreement
dated October 27, 1998 by and among BISYS, Baan U.S.A., Inc. and Baan Midmarket
Outsourcing (the "BISYS Agreement"), but no other liability or obligation of any
kind under the BISYS Agreement. Any other liabilities of BMS not specifically
assumed by Baan Company hereunder, whether accrued, absolute, contingent,
matured, unmatured, known or unknown, shall be and remain the obligation of BMS.
Without limiting the foregoing, it is expressly agreed that except as
specifically provided for in this Section 1.3, Baan Company shall not assume any
liabilities for employment, income, sales, property or other taxes incurred or
accrued by BMS, whether or not relating to the Purchased Assets. Each of VV and
BMS will indemnify and hold Baan Company harmless from and against any and all
losses, costs, expenses, claims, liabilities, deficiencies, judgments and
damages incurred or suffered by Baan Company or any of its affiliates related to
or arising out of any liabilities or obligations of BMS not expressly assumed by
Baan Company in this Section 1.3.

        1.4 Excluded Assets. Baan Company will not purchase, and BMS will retain
all right and title in all other assets of BMS not included in the Purchased
Assets including, without limitation, the following: (i) the accounts receivable
of BMS; (ii) the "green beans" new employee training program and all associated
costs and obligations relating thereto; and (iii) any right to payment of the
purchase price as set forth in paragraphs 2 and 5 of that certain Agreement for
Purchase Credits dated January 19, 1999 by and between MRA (successor to the
interests of Integration Alliance Corporation) and BMS (successor to the
interests of Baan U.S.A., Inc.).



                                      -3-
<PAGE>   22

                                    ARTICLE 2

                             PURCHASE PRICE; CLOSING

          2.1  Purchase Price.

               (a) Purchase Price. As consideration for the sale, assignment,
transfer, and delivery of the Purchased Assets by BMS to Baan Company, Baan
Company, on the terms and conditions set forth herein, shall (i) upon execution
of this Agreement, pay BMS (by wire transfer to an account designated by BMS)
the sum of US$1,955,000 and (ii) thereafter pay BMS a royalty equal to fifteen
percent (15%) of Baan Company's "Net Revenues from the Third Party Reseller
Channel" (as defined herein) ("Royalty Payment") on a quarterly basis over the
three year period commencing January 1, 1999 and ending December 31, 2001 (the
"Payment Period"). As used herein, "Net Revenues from the Third Party Reseller
Channel" shall mean the net revenues recognized by Baan Company from the sale or
license of software products, and related services and maintenance, by Baan
Company through the Third Party Resellers, as determined in accordance with
generally accepted accounting principles consistently applied.

               (b) Minimum/Maximum Royalty Payment. The Royalty Payment
described in Section 2.1(a)(ii) shall be subject to the following conditions.

                          (i) Minimum Amount: BMS shall be entitled to receive
an aggregate of at least US$26 million plus the Operating Costs (as defined
herein) of the Purchased Assets. As used herein, "Operating Costs" shall be
defined as, collectively, (x) the day-to-day operating costs incurred by BMS for
the Purchased Assets from December 1, 1998 to the Closing Date as determined
pursuant to Section 2.4 below plus (y) the severance costs for terminated
employees to be paid by Baan Company as provided in Article 3 below minus (z)
any and all payments Baan Company has made related to such costs (the "Minimum
Amount").

                          (ii) Maximum Amount: In no event shall BMS be entitled
to receive Royalty Payments in excess of the Minimum Amount plus US$44 million
(the "Maximum Amount").

               (c)  Method of Payment.

                          (i) During the Payment Period, the Royalty Payments
established in accordance with Section 2.1(b) hereof shall be payable quarterly
within thirty (30) days from the end of each Baan Company fiscal quarter. Baan
Company will make payments to BMS for each fiscal quarter beginning with the
fiscal quarter ending March 31, 1999. Each payment made by Baan Company
hereunder shall be accompanied by a statement setting forth in reasonable detail
the calculation of the payment. If at the end of each year during the three-year
Payment Period the total Royalty Payments paid to BMS by Baan Company do not
equal one-third (1/3) of the Minimum Amount, then Baan Company shall pay BMS the
difference between one-third (1/3) of the Minimum Amount and the actual payments
paid for such year within thirty (30) days after the end of such year.

                          (ii) In no event shall Baan Company pay BMS nor shall
BMS have a right to receive aggregate Royalty Payments under this Agreement in
excess of the Maximum Amount as determined in Section 2.1(b)(ii) above.



                                      -4-
<PAGE>   23

                          (iii) Baan Company shall maintain adequate books and
records relating to the Net Revenues from the Third Party Reseller Channel for a
period of two (2) years following the Payment Period. During the Payment Period,
BMS shall have the right to request an internationally recognized independent
accounting firm, reasonably acceptable to Baan Company, to conduct an audit to
determine Baan Company's compliance with Section 2.1 hereof. Baan Company shall
not be required to submit to such an audit more than once during any twelve (12)
month period and such audit shall be limited to the previous twelve (12) month
period. BMS shall be required to bear the reasonable fees and costs of such
audit unless the results of the audit indicate an underpayment by Baan Company
equal to or in excess of 10% of the payments due, in which case Baan Company
shall bear the reasonable fees and costs of the audit. Baan Company shall be
required to make any underpayments shown by the audit. BMS shall be required to
pay to Baan Company any overpayments shown by the audit. In the event of any
dispute, the determination of such firm shall be final and binding on all
parties.

               (d) Acceleration. If at any time during the Payment Period the
Net Revenues from the Third Party Reseller Channel comprise less than ten
percent (10%) of the consolidated net revenues of Baan Company for two (2)
consecutive fiscal quarters, then BMS may demand that Baan Company pay to BMS
the Minimum Amount within thirty (30) days after such request. Upon making such
payment in full to BMS, Baan Company's obligations under Section 2.1 shall cease
and be deemed satisfied in full.

          2.2  Closing.

               (a) Date. The Closing under this Agreement (the "Closing") shall
be held on or about January 21, 1999 (the "Closing Date"). The Closing shall be
held at the registered offices of Baan Company, 11911 Freedom Drive, Suite 300,
Reston, Virginia, at 8:00 A.M. E.S.T. on such date and simultaneously at the
Amsterdam offices of Baan Company, Baron van Nagellstraat 89, P.O. Box 143, 3770
AC Barneveld, The Netherlands, or at such other time and place as Baan Company
and BMS may agree upon in writing.

               (b) Closing Deliveries. At the Closing, BMS shall execute and
deliver to Baan Company such transfer documents and take all such other steps to
complete the transfer of the Purchased Assets to Baan Company as Baan Company
may reasonably request. Simultaneously with the consummation of the transfer,
BMS, through its officers, agents and employees, will put Baan Company into full
possession and enjoyment of all tangible Purchased Assets. BMS shall comply with
the delivery protocol established by Baan Company and BMS jointly prior to
Closing with respect to such Purchased Assets (the "Delivery Protocol").

               (c) Delivery. At the Closing or as soon as practicable after
Closing:

                          (i) BMS and Baan Company shall deliver or cause to be
delivered to one another such other instruments and documents necessary or
appropriate to evidence the due execution, delivery and performance of this
Agreement;

                          (ii) BMS shall execute and deliver to Baan Company all
deeds, bills of sale, endorsements, assignments, consents to assignments and
other instruments and documents as necessary pursuant to applicable law or
applicable agreements, or as Baan Company may reasonably request to sell,
convey, assign, transfer and deliver to Baan Company good title to all the
Purchased Assets free and clear of any and all Liens, including without
limitation, a Bill of Sale and General Assignment of the Purchased Assets in
substantially the form attached hereto as Exhibit A;



                                      -5-
<PAGE>   24

                          (iii) BMS shall deliver ("bezit verschaffen") to Baan
Company all of the Purchased Assets which are capable of transfer by delivery
and title to such Purchased Assets shall pass to Baan Company upon delivery;

                          (iv) BMS shall deliver to Baan Company duly executed
documents of title and such assignments and Deeds of Transfer as Baan Company
may reasonably require to vest in it the full benefit of the Purchased Assets
(other than those passing upon delivery);

                          (v) BMS shall deliver to Baan Company duly executed
Deed of Assumption of Dutch Assigned Contracts in substantially the form
attached hereto as Exhibit B; and

                          (vi) BMS shall perform any other (legal) act and
execute any document necessary or appropriate to effectuate the transfer of the
Purchased Assets.

               (d) Taking of Necessary Action; Further Action. If, at any time
after the Closing Date, any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest Baan Company with full right,
title and possession to all the Purchased Assets, and all property, rights,
privileges, powers and franchises of BMS relating thereto, Baan Company is fully
authorized in the name BMS or otherwise to take, and will take, all such lawful
and necessary and/or desirable action. BMS hereby grants an irrevocable power of
attorney to Baan Company to take all such actions, to the extent necessary, on
behalf of BMS.

        2.3 Sales and VAT Taxes. BMS shall be liable for and shall indemnify
Baan Company against any sales, use, excise, ad valorem, VAT or other similar
transfer taxes attributable to the transactions contemplated by this Agreement.
Baan Company shall cooperate with BMS as reasonably requested to reduce the
amount of such taxes.

        2.4 Post-Closing Calculations.

               (a) Calculations. Baan Company shall pay BMS's reasonable
documented Operating Costs for the Purchased Assets as defined in Section
2.1(b)(i) above. The amount so determined will be paid as part of the Minimum
Amount determined pursuant to Section 2.1(b)(i) above.

               (b) Procedure. The determination of the reasonable documented
Operating Costs of BMS for the Purchased Assets, including the severance costs,
referred to in Section 2.1(b)(i) hereof shall be made in good faith by BMS in a
settlement statement (the "Settlement Statement") delivered to Baan Company not
later than fifteen (15) days after the Closing Date. The Settlement Statement
shall contain all information reasonably necessary to determine the Operating
Costs of the Purchased Assets. Baan Company shall review the Settlement
Statement and, if Baan Company disapproves of any determination contained
therein, shall give BMS written notice stating its objections not later than
fifteen (15) business days after receipt of the Settlement Statement. If Baan
Company makes any such objections and the parties do not resolve the dispute
within fifteen (15) business days after Baan Company's notice of objection, then
the disputed amount shall be determined by one partner acceptable to BMS and
Baan Company of an internationally recognized accounting firm, whose
determination shall be made within thirty (30) days after having been retained
for such purpose and which shall be final and conclusive. BMS and Baan Company
shall bear equally the expenses arising in connection with any such
determination. Additionally, Baan


                                      -6-
<PAGE>   25

Company will deliver to BMS a statement that reflects Operating Costs payments
made by Baan Company prior to the Closing Date.

                                    ARTICLE 3

              COVENANTS AND AGREEMENTS RELATED TO EMPLOYEES AT BMS


        3.1 Terminated Employees; Severance. Prior to the date hereof, 106
employees, as listed on Schedule 3.1(a) hereto, previously employed by either
Baan Company or VV and outsourced to BMS, were terminated (the "Terminated
Employees"). Of such Terminated Employees, 71 were on the payroll of Baan
Company and outsourced to BMS and 35 were on the payroll of VV and outsourced to
BMS. Baan Company will be responsible for the severance costs for the Terminated
Employees. The severance policy and terms for such Terminated Employees will be
consistent with and similar to those currently provided by applicable Baan
Company severance policies. Baan Company will not be responsible for any
liability with respect to any other claims related to the termination of
employment of the Terminated Employees previously employed by BMS or by VV and
outsourced to BMS, or any claims related to continuation of employment, that
arise or relate to periods prior to their termination of employment. VV will not
be responsible for any liability with respect to any other claims related to the
termination of employment of the Terminated Employees previously employed by
Baan Company and outsourced to BMS, or any claims related to continuation of
employment, that arise or relate to periods prior to their termination of
employment.

        3.2 Continuing Employees; Offers of Employment. Baan Company shall make
written offers of continued employment to the Baan Company employees outsourced
to BMS listed on Schedule 3.2 and any other BMS employees or VV employees
outsourced to BMS currently involved in the commercial exploitation of the
Purchased Assets. BMS will not transfer any BMS or VV employee listed on
Schedule 3.2 to another division within BMS prior to the Closing. Those
employees who accept such continuing employment offers or other offers of
employment and report to work for Baan Company shall hereinafter collectively be
referred to as the "Continuing Employees." BMS hereby consents to the hiring of
such Continuing Employees by Baan Company and waives, with respect to the
employment by Baan Company of such Continuing Employees in connection with Baan
Company's operations, any claims or rights BMS may have against Baan Company or
any such Continuing Employee under any non-competition agreement that relates to
the Purchased Assets, any confidentiality agreement that relates to the
Purchased Assets or any employment agreement in effect at the Closing Date.

        3.3 Employment Taxes and Social Premiums. BMS shall be responsible for
any withholding or employment taxes or social premiums with respect to (i) all
Terminated Employees previously employed by BMS or by VV and outsourced to BMS
attributable to periods of service prior to their effective date of termination
of employment, and (ii) any Continuing Employee previously employed by BMS or by
VV and outsourced to BMS attributable to periods of service ending on or before
the Closing Date. BMS shall be responsible for filing all appropriate employment
tax returns with respect to such Terminated Employees and Continuing Employees
attributable to periods of service ending on or before the Closing Date.

        3.4 Employment Obligations. BMS shall be responsible for any liability
for any employment contract, BMS employee benefit plan or other obligations
(including responsibility for any bonuses) accrued or payable with respect to
any period ending on or before the Closing Date to Continuing Employees


                                      -7-
<PAGE>   26

previously employed by BMS or by VV and outsourced to BMS entered into prior to
the Closing Date. BMS shall be responsible for any liability with respect to any
other claims relating to a Continuing Employee's employment that accrue or arise
on or before the Closing Date if such Continuing Employee was previously
employed by BMS or by VV and outsourced to BMS. Baan Company shall be
responsible for any liability for any employment contract or employment
contractual obligations to Continuing Employees entered into on or after the
Closing Date.

        3.5 No Solicitation of Former Employees. Except as provided by law and
except for general solicitation, for a period of one year after the Closing
Date, BMS shall not solicit any Continuing Employee to terminate his or her
employment with Baan Company or to become an employee of BMS, without the prior
written consent of Baan Company.

        3.6 Transition of Employees. Prior to Closing and during the first 30
days following Closing, the person(s) responsible for the hiring of Baan
Company's personnel and the person(s) responsible for the hiring of BMS's
personnel shall cooperate and use their best efforts to agree upon an
appropriate transition (where appropriate) of BMS's employees and to resolve all
issues related to such transition.

        3.7 No Rights Conferred Upon Employees. Nothing in this Section 3 shall
confer any rights or remedies on any BMS employee and no BMS employee shall be a
third party beneficiary with respect to any covenant in this Agreement.

        3.8 COBRA. BMS shall be solely responsible for providing continuing
health coverage, as required under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), to employees of BMS and their
dependents who are qualified beneficiaries (as defined in Section 4980B(g)(1) of
the Internal Revenue Code of 1986, as amended) and BMS shall indemnify Baan
Company for any and all loss, cost, or expense relating to any and all
outstanding obligations, liabilities and claims arising under COBRA on or before
the Closing Date.

        3.9 Transfer of Assets from the BMS 401(k) Plan. At the request of Baan
Company, BMS will amend the BMS 401(k) Plan to spin off and transfer an amount
equal to the account balances of the Continuing Employees in the BMS 401(k) Plan
valued as of the most recent valuation date preceding the date the transfer is
made to the Baan Company 401(k) Plan. The transfer will be accomplished in full
compliance with the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended,
and regulations and rulings promulgated under each. BMS and Baan Company agree
to cooperate fully and to file in a timely manner whatever reports, forms, and
notices are necessary under applicable law as a result of, and to effect, the
transfer. The transfer will be accomplished by way of a single transfer of plan
assets constituting cash and liabilities, except that any outstanding
participant loans from the BMS 401(k) Plan to Continuing Employees that are not
in default may be transferred in kind to the extent not repaid prior to transfer
and to the extent permitted under the Baan Company 401(k) Plan and its
administrative procedures. BMS agrees to provide to Baan Company in a timely
manner all information necessary to conduct a compliance review of the BMS Plan
prior to transfer and all information for each Continuing Employee, including
without limitation, accrued benefits under the BMS 401(k) Plan as of the date of
transfer, vesting service, and any other employee information required by Baan
Company to determine benefits payable from the Baan Company 401(k) Plan.



                                      -8-
<PAGE>   27

                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF BMS

     BMS represents and warrants to Baan Company, subject to such exceptions
as are specifically disclosed in the disclosure schedule supplied by BMS to Baan
Company (the "Disclosure Schedule"), as of the date hereof and as of the Closing
Date as follows:

        4.1 Organization of BMS. BMS is a closed company with limited liability
duly organized, validly existing and in good standing, or its equivalent, under
the laws of The Netherlands and has full corporate power and authority to carry
on the BMS Business as it is now being conducted and to own the Purchased
Assets.

        4.2 Due Authorization. BMS has all requisite corporate power and
authority to execute and deliver this Agreement, and each document, instrument
or agreement contemplated hereby, including but not limited to the documents
delivered at Closing, and to perform its obligations hereunder and thereunder.
The execution, delivery and performance of this Agreement and each document,
instrument or agreement executed pursuant to this Agreement by BMS and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action.

        4.3 Due Execution and Enforceability. This Agreement, and each document,
instrument or agreement executed pursuant to this Agreement by BMS, including
but not limited to the documents delivered at Closing, have been duly executed
and delivered by BMS, and assuming due authorization, execution and delivery by
Baan Company, this Agreement and each document, instrument or agreement executed
pursuant to this Agreement by BMS, including but not limited to the documents
delivered at Closing, constitute the legal, valid and binding obligations of
BMS, enforceable against BMS in accordance with their terms.

        4.4 No Conflict. The execution and delivery of this Agreement, and each
document, instrument or agreement executed pursuant to this Agreement, including
but not limited to the documents delivered at Closing, and the performance of
the obligations of BMS hereunder and thereunder, (i) are not in violation or
breach of, and will not conflict with or constitute a default under, any of the
terms of the Articles of Association of BMS, or any material contract, agreement
or commitment binding upon BMS or any of the Purchased Assets; and (ii) will
not, to the best knowledge of BMS, conflict with or violate any applicable law,
rule, regulation, judgment, order or decree of any government, governmental
instrumentality or court having jurisdiction over BMS or any of the Purchased
Assets.

        4.5 Consents and Approvals of Governmental Authorities. No consent,
approval or authorization of, or declaration, filing or registration with, any
governmental or regulatory authority is required to be made or obtained by BMS
in connection with the execution, delivery and performance of this Agreement and
each document, instrument and agreement executed pursuant to this Agreement.

        4.6 Proprietary Rights and Ownership(a) Ownership. BMS owns or possesses
licenses or other rights to use the Purchased Assets and the Intellectual
Property included therein and constituting part of the Purchased Assets


                                      -9-
<PAGE>   28
(collectively referred to as "Proprietary Rights") and has the rights to sell,
assign, transfer, license and deliver, as applicable, such Proprietary Rights as
contemplated herein.

               (b) No Infringement. To the best knowledge of BMS, the
Proprietary Rights do not conflict with or infringe, and no one has asserted to
BMS that such rights conflict with or infringe, any proprietary rights owned,
possessed or used by any third party. There are no claims, disputes, actions,
proceedings, suits or appeals pending against BMS with respect to any
Proprietary Rights and none has been threatened against BMS. There are no facts
or alleged facts which would reasonably serve as a basis for any claim that BMS
does not have the right to use, free of any rights or claims of others, all
Proprietary Rights in the design, development, manufacture, use, sale and other
disposition of any or all products in the BMS Business and services presently
being used, furnished or sold in the conduct of the business of the BMS Business
as it has been and is now being conducted.

               (c) Effective Transfer of Necessary Rights. By means of this
Agreement, together with the documents, instruments and agreements contemplated
hereby, BMS will transfer to Baan Company good and marketable title to all
Purchased Assets and Proprietary Rights. The Purchased Assets and Proprietary
Rights sold to Baan Company pursuant to this Agreement, and the documents,
instruments and agreements contemplated hereby and thereby, will transfer all
necessary assets and intellectual property rights required by Baan Company to
conduct the BMS Business and utilize the Third Party Reseller Channel.

        4.7 Restrictions on Business Activities. There is no agreement,
commitment, judgment, injunction, order or decree binding upon BMS, the
Purchased Assets or, to BMS's knowledge, any employee of BMS, which has or could
reasonably be expected to have the effect of prohibiting or impairing any use by
Baan Company of the Purchased Assets following the Closing.

        4.8 Capital Equipment and Tangible Assets. All tangible assets and
equipment to be transferred pursuant to Section 1.2(c) hereof are in
substantially good condition and repair and are adequate for the uses to which
they are being put or would be put in the ordinary course of business consistent
with industry standards; all of the tangible assets will be transferred to Baan
Company without any liens or encumbrances.

        4.9 Title to Assets. BMS has good and valid title to all of the
Purchased Assets, free and clear of any Liens.

        4.10 Contracts. Each of the Assigned Contracts is a legal, binding and
enforceable obligation by or against BMS, subject to the effect of applicable
bankruptcy, insolvency, reorganization, moratorium or other similar federal or
state laws affecting the rights of creditors and the effect or availability of
rules of law governing specific performance, injunctive relief or other
equitable remedies (regardless of whether any such remedy is considered in a
proceeding at law or in equity). BMS has not breached, violated or defaulted
under, or received notice that it has breached, violated or defaulted under, any
of the terms or conditions of any agreement. Each Assigned Contract is in full
force and effect and is not subject to any default thereunder of which BMS has
knowledge by any party obligated to BMS pursuant thereto. BMS has obtained all
necessary consents, waivers and approvals of parties to any Assigned Contract as
are required to assign all rights and benefits thereunder to Baan Company as of
the Closing.

        4.11 Governmental Authorization. There is no consent, license, permit,
grant or other authorization required by a Governmental Entity that is required
to permit BMS to operate or conduct the activities of the BMS Business or hold
any interest in the Purchased Assets. No Governmental Entity has at


                                      -10-
<PAGE>   29

any time notified BMS of any challenge or question regarding the legal right of
BMS to manufacture, offer or sell any of the products of the BMS Business in the
present manner or style thereof.

        4.12 Taxes. To the extent a failure to do so would adversely affect Baan
Company, the Purchased Assets or Baan Company's use of the Purchased Assets, (i)
BMS has timely filed within the time the period for filing or any extension
granted with respect thereto, all federal, state, local and foreign tax returns,
reports and estimates ("Returns") which it is required to file relating or
pertaining to any and all taxes attributable to or levied upon the Purchased
Assets, and (ii) paid any and all taxes it is required to pay in connection with
the taxable periods to which such Returns relate. There are (and immediately
following the Closing there will be) no Liens or similar encumbrances on the
Purchased Assets relating or pertaining to taxes, except with respect to taxes
not yet due and payable. BMS has no knowledge of any basis for the assertion of
any claims which, if adversely determined, would result in a Lien or other
encumbrance on the Purchased Assets or otherwise adversely affect Baan Company
or the Purchased Assets.

        4.13 Brokers' or Finders' Fees. Except as disclosed in writing to Baan
Company, BMS is not a party to, or in any way obligated under any contract or
outstanding claim for the payment of any broker's or finder's fee in connection
with the execution or performance of this Agreement, the nonpayment of which
could result in the placement of a lien or other encumbrance on the Purchased
Assets, or a claim against Baan Company or its affiliates.

                                    ARTICLE 5

                 REPRESENTATIONS AND WARRANTIES OF BAAN COMPANY

        Baan Company represents and warrants to BMS as of the date hereof and as
of the Closing Date as follows:

        5.1 Organization of Baan Company. Baan Company is a public company with
limited liability duly incorporated, validly existing and in good standing, or
its equivalent, under the laws of The Netherlands and has full corporate power
and authority to carry on its business as it is now being conducted and to own
its properties and assets.

        5.2 Due Authorization. Baan Company has the requisite corporate power
and authority to execute and deliver this Agreement and each document,
instrument or agreement contemplated hereby, including but not limited to the
documents to be delivered by it at Closing, and to perform its obligations
hereunder and thereunder. The execution, delivery and performance of this
Agreement and each document, instrument or agreement executed pursuant to this
Agreement by Baan Company and the consummation of the transactions contemplated
hereby and thereby, have been duly authorized by all necessary corporate action.

        5.3 Due Execution and Enforceability. This Agreement and each document,
instrument or agreement executed pursuant to this Agreement by Baan Company,
including but not limited to the documents to be delivered at Closing, have been
duly executed and delivered by Baan Company, and assuming due authorization,
execution and delivery by each of VV and BMS, this Agreement and each document,
instrument or agreement executed pursuant to this Agreement by Baan Company,
including but


                                      -11-
<PAGE>   30

not limited to the documents to be delivered at Closing, constitute the legal,
valid and binding obligation of Baan Company enforceable against Baan Company in
accordance with their terms.

        5.4 No Conflict. The execution and delivery of this Agreement and each
document, instrument or agreement executed pursuant to this Agreement, including
but not limited to the documents to be delivered at Closing, and the performance
of Baan Company's obligations hereunder and thereunder, (i) are not in violation
or breach of, and will not conflict with or constitute a default under, any of
the terms of the Articles of Association of Baan Company and (ii) will not, to
the knowledge of each of Baan Company, conflict with or violate any applicable
law, rule, regulation, judgment, order or decree of any government, governmental
instrumentality or court having jurisdiction over Baan Company or any of its
assets or properties.

        5.5 Consents and Approvals of Governmental Authorities. Except for the
requirements under the HSR Act, the Dutch Competition Act, the Dutch Works
Council Act and the Dutch Merger Code and the securities, merger and antitrust
laws of any other countries, no consent, approvals or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Baan Company in connection with
the execution, delivery and performance of this Agreement and each document,
instrument and agreement executed pursuant to this Agreement.

                                    ARTICLE 6

                              ADDITIONAL AGREEMENTS

        6.1 Good Faith; Further Assurances. Each party, upon the request of the
other party from time to time after Closing, shall execute and deliver, and use
their reasonable efforts to cause other persons to execute and deliver, to the
other party all such further documents and instruments, and will do or use their
reasonable efforts to cause to be done such other acts, as either party may
reasonably request, more completely to consummate and make effective the
transactions contemplated hereby. Additionally, VV and BMS warrant that neither
of VV nor BMS shall undertake or cooperate with any action to nullify or to have
any acquisition by BMS from Baan Company nullified.

        6.2 Provision of Audited Financials. The parties acknowledge that
audited financials have never been prepared and are not currently available for
the BMS Business. In the event Baan Company shall be required under the rules
and regulations of the SEC and/or of Amsterdam Exchanges N.V. to file, or
include in any filing otherwise required to be filed by it under the Securities
Exchange Act or any filing required by the Dutch Civil Code, the Dutch
Securities Act 1995 ("Wet toezicht effectenverkeer 1995") or by Amsterdam
Exchanges N.V., historical audited financial statements (the "Financial
Statements") of BMS Business or the Purchased Assets, then Baan Company shall
notify BMS in writing of such requirement and provide a detailed statement of
all financial statements so required by Baan Company. BMS shall provide to Baan
Company the Financial Statements as soon as practicable following such notice,
but in any event within sixty (60) days after the Closing Date. Baan Company
shall pay one-half of all of the reasonable fees charged and disbursements
incurred by BMS's independent auditors in connection with the preparation of
such Financial Statements. Within thirty (30) days following the BMS's delivery
of the Financial Statements, BMS shall provide Baan Company with a copy of the
auditor's invoice (including such fees and disbursements) and an


                                      -12-
<PAGE>   31

invoice for the amount of one-half of the auditor's invoice. Baan Company shall
pay such invoice within 30 days of receipt.

        6.3 Access to Information. BMS agrees to maintain and retain any and all
information regarding the BMS Business operations on or prior to the Closing
Date for a period of four (4) years after the Closing Date. BMS agrees to
provide to Baan Company and its accountants, counsel and other representatives
copies of internal financial statements promptly upon request. No information or
knowledge obtained in any investigation pursuant to this Section 6.3 shall
affect or be deemed to modify any representation or warranty contained herein or
the conditions to the obligations of the parties hereunder.

        6.4 Confidentiality. Each of the parties hereto hereby agrees to keep
such information or knowledge obtained in any investigation pursuant to Section
6.3 or pursuant to the negotiation and execution of this Agreement or the
effectuation of the transactions contemplated hereby, confidential; provided,
however, that the foregoing shall not apply to information or knowledge which
(a) a party can demonstrate was already lawfully in its possession prior to the
disclosure thereof by the other party, (b) is generally known to the public and
did not become so known through any violation of law or this Agreement, (c)
became known to the public through no fault of such party, (d) is later lawfully
acquired by such party from other sources, (e) is required to be disclosed by
order of court or government agency with subpoena powers or (f) which is
disclosed in the course of any litigation between any of the parties hereto.

        6.5 Taxes. BMS shall be responsible for and pay when due all taxes
attributable to or levied or imposed upon the Purchased Assets relating or
pertaining to the period (or that portion of any period) ending on or prior to
the Closing Date. BMS shall continue to timely file within the time period for
filing, or any extension granted with respect thereto, all tax returns required
to be filed in connection with the Purchased Assets. Within ten (10) business
days of the date of this Agreement, BMS shall file or cause to be filed in all
tax jurisdictions in which BMS operates properly completed applications or other
appropriate forms of request with the appropriate governmental agencies required
to obtain certificates of release or other appropriate forms of release or proof
of payment with respect to taxes, if any, for which Baan Company may be liable
under any state or local law as a "successor-in-interest" or otherwise (the "Tax
Certificates").

        6.6 BMS Accounts Receivable. Baan Company hereby agrees that it will, at
its own cost and expense, as BMS's agent, use its reasonable commercial efforts
to collect from the customers, as and when the same become due, the amounts
owing to BMS on the list of accounts receivable that shall be mutually agreed to
and identified on Schedule 6.6 to be attached hereto as soon as practicable
following the Closing Date. Notwithstanding the foregoing, in the event of a
default under any accounts receivable, BMS shall retain all power and authority
to take such action with respect to any defaulted accounts receivable as BMS may
deem advisable. Baan Company and BMS hereby agree that: (i) BMS shall indemnify
Baan Company against any claim or liability with respect to Baan Company's acts
relative to the accounts receivable, and (ii) Baan Company shall have no
obligation to take any action or commence any proceedings to realize the
proceeds of any accounts receivable (including, without limitation, any
delinquent accounts receivable) or to enforce any rights or remedies with
respect thereto. Baan Company shall forward collections of accounts receivable
to BMS. BMS may at any time, by notice in writing, terminate Baan Company's
authority to act as its agent and on its behalf as set forth in this Section
6.6.

        6.7 Baan Name. Immediately after the Closing, BMS shall take, or procure
to be taken, all necessary action to change the name of Baan Midmarket Solutions
B.V., and all subsidiaries of BMS and all


                                      -13-
<PAGE>   32

other entities controlled by BMS using the name "Baan" or "Baan Midmarket
Solutions," or the initials "BMS." BMS and all entities controlled by BMS shall
cease immediately using in any manner whatsoever the name "Baan" and the Baan
Company logo unless there is subsequent to this Agreement a separate written
license agreement between Baan Company and such entity specifically granting
such entity the right to use the "Baan" name or logo. BMS and VV hereby further
acknowledge and agree that Baan Company owns all right, title, and interest in
and to the "Baan" name and any logo, trademark, product mark, service mark,
trade name, brand name, or other name of any kind that utilizes the "Baan" name,
including without limitation Baan Midmarket Solutions (and the acronym BMS) and
Baan on Board.

        6.8 Share Purchase Agreement. Baan Company and VV shall enter into the
Share Purchase Agreement in the form attached hereto as Exhibit D.

        6.9 Joint Venture Agreement. Upon the Closing, the Joint Venture
Agreement, and the respective rights and obligations of the parties thereunder,
shall terminate, and be of no further force or effect, and the parties shall
have no further obligations thereunder to each other. Without limiting the
generality of the foregoing, BMS agrees that, effective immediately, it no
longer has any rights whatsoever to license, sublicense, sell, or otherwise
exploit in any way any Baan Company software, other products, or other
proprietary materials or information.

                                    ARTICLE 7

                               PAYMENT OF EXPENSES

        Except as specifically set forth otherwise in this Agreement, each of
Baan Company and BMS shall each pay its own fees and expenses incurred incident
to the preparation and carrying out of the transactions herein contemplated
(including legal, accounting and travel).

                                    ARTICLE 8

                           INDEMNIFICATION AND RELEASE

        8.1 Agreement to Indemnify. BMS and VV hereby agree to indemnify and
hold Baan Company, and its directors, officers and affiliates (collectively, the
"Indemnitees"), harmless against and in respect of any loss, cost, expense
(including expenses of investigation), claim, liability, deficiency, judgment or
damage, including reasonable legal and accounting fees and expenses
(hereinafter, individually, a "Loss," and collectively, "Losses") in an amount
not to exceed the Minimum Amount incurred by Baan Company, its officers,
directors, or affiliates, directly or indirectly, as a result of any inaccuracy
in or breach of a representation or warranty of BMS contained in this Agreement
or any failure by BMS to perform or comply with any covenant or agreement
contained in this Agreement or any liability that is not assumed pursuant to
Section 1.3.

        8.2 Release. The parties agree that any and all consideration paid in
connection with the Joint Venture Agreement, BMS's operation, and this Agreement
was/were fully negotiated among the parties with the opportunity for review by
counsel and external advisers. Each of VV, BMS and Baan Company hereby releases
the other, and their respective subsidiaries, affiliates, officers, directors,
shareholder, agents and


                                      -14-
<PAGE>   33

representatives, from any and all liability and claims of any kind arising from
or related to the adequacy or fairness of any such consideration.

                                    ARTICLE 9

                             SURVIVAL AND AMENDMENT

        9.1 Survival of Representations and Warranties. The representations and
warranties of the BMS as set forth in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive the Closing and shall not
terminate until December 31, 2001.

        9.2 Amendment. This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto.

                                   ARTICLE 10

                                     GENERAL

        10.1 Notices. Any notice, request, instruction or other document to be
given hereunder by any party to the other shall be in writing and delivered
personally or sent by certified mail, postage prepaid, by telecopy, or by
overnight courier service, as follows:

        BMS:            Baan Midmarket Solutions B.V.,
                        p/a Vanenburg Ventures B.V.
                        Vanenburgeralle 15
                        3882 RH Putten
                        The Netherlands
                        Attention: Michel Cornelissen
                        Fax: 31-342-477667

        Baan Company:   Baan Company N.V.
                        11911 Freedom Drive, Suite 300
                        Reston, Virginia 20190-5602
                        Attention: Robert Goudie
                        Fax: (703) 471-8786

                        or:

                        Baron van Nagellstraat 89
                        P.O. Box 143
                        3770 AC Barneveld
                        The Netherlands
                        Attention:  Klaas Wagenaar
                        Fax: 011-31-342-428-659



                                      -15-
<PAGE>   34

or to such other persons as may be designated in writing by the parties, by a
notice given as aforesaid. Any such notice shall be deemed given when delivered
personally, four days after being sent certified mail, postage prepaid, or the
next business day if delivered by telecopy or overnight courier service.

        10.2 Headings. The headings of the several sections of this Agreement
are inserted for convenience of reference only and are not intended to affect
the meaning or interpretation of this Agreement.

        10.3 Counterparts. This Agreement may be executed in counterparts, and
when so executed each counterpart shall be deemed to be an original, and said
counterparts together shall constitute one and the same instrument.

        10.4 Binding Nature. This Agreement shall be binding upon, shall inure
to the benefit of, and be enforceable by and against, the parties hereto and
their respective successors and permitted assigns. No party may assign or
transfer any rights under this Agreement, except that Baan Company may assign
this Agreement, and any document, instrument or agreement executed pursuant to
this Agreement to a successor to substantially all of its business.

        10.5 Entire Agreement. Except as set forth in the other documents,
instruments or agreements executed in connection with this Agreement, this
Agreement and the schedules referred to herein (a) set forth the entire
understanding between the parties, (b) supersede all previous written or oral
negotiations, commitments, understandings and agreements relating to the subject
matter hereof (except the agreements regarding confidential information referred
to in Section 6.4 hereof) and (c) merge all prior and contemporaneous
discussions between the parties relating to the subject matter hereof. No party
shall be bound by any definition, condition, representation, warranty or
covenant or provision other than as contained herein or contemplated hereby.

        10.6 Incorporation of Schedules. All schedules attached hereto are by
this reference incorporated herein and made a part hereof for all purposes as if
fully set forth herein.

        10.7 Applicable Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of The Netherlands. Any dispute,
controversy or the breach, termination or invalidity thereof shall be resolved
in any court of proper jurisdiction in The Netherlands. The proceedings shall be
conducted in the Dutch language.



                                      -16-
<PAGE>   35

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized, and the parties
have each signed this Agreement, all as of the date first above written.


VANENBURG VENTURES B.V.                 BAAN COMPANY N.V.

By: /s/ Jan Willem Krooshof             By:  /s/  Tom C. Tinsley
   ------------------------------          ----------------------------------
        Jan Willem Krooshof                       Tom C. Tinsley
        Chief Operating Officer                   Chief Executive Officer



BAAN MIDMARKET SOLUTIONS B.V.

By:  /s/  Esmeraldo Vos
   ------------------------------
          Esmeraldo Vos








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