<PAGE>   1

                                                                     EXHIBIT 2.4



                             SHARE RIGHTS AGREEMENT

               This Share Rights Agreement (this "Agreement") dated as of
December 31, 1998 is entered into by and between Baan Company N.V., a
corporation organized under the laws of the Netherlands (together with its
successors, "Baan"), and Fletcher International Limited, a company organized
under the laws of the Cayman Islands (together with its successors, "Fletcher").

               The parties hereto agree as follows:

               1. Initial Exchange; Additional Rights. In consideration of and
upon the basis of the representations, warranties and agreements and subject to
the terms and conditions set forth in this Agreement:

               a. Initial Exchange. On the Initial Closing Date (as defined in
Section 2 hereof), Fletcher shall pay to Baan $75,000,000 in cash (the "Initial
Issuance Price") in exchange for the right (the "Initial Investor Right") to
cause Baan to issue to Fletcher common shares of Baan, par value NLG 0.06 per
share (the "Common Shares") in one or more tranches as determined below (such
issued shares, the "Initial Common Shares") at Fletcher's discretion from time
to time during the period beginning seven months after the Initial Closing Date
and ending on the third anniversary of the Initial Closing Date, provided that
Fletcher may elect to receive all or part of the Initial Common Shares at any
time during the first seven months after the Initial Closing Date in accordance
with this Section 1.a. at a price of $16.00 per share. As used herein, the term
"Trading Day" means any day on which Common Shares are quoted on both the NASDAQ
National Market (or such other U.S. national securities exchange on which the
Common Shares are then listed) and the Official Market of the Amsterdam Stock
Exchange (AEX-Effectenbeurs N.V.) (the "AEX"); the term "Registration
Requirement" means that the Registration Statement (as defined in Section 3.A.a)
is effective and contains a current prospectus that can be used by Fletcher for
resale purposes; and the term "Additional Common Shares" means all Common Shares
issued or issuable pursuant to this Agreement other than the Initial Common
Shares. The Initial Common Shares and the Additional Common Shares shall be
issued, at Fletcher's option, either in registered form as New York Registry
shares or in bearer form, or any combination thereof. To exercise the Initial
Investor Right, Fletcher shall deliver one or more written notices to Baan in
the form attached hereto as Annex A (each such notice, an "Initial Investment
Notice") specifying, among other required information, the date on which a
specified number of Initial Common Shares shall be issued to Fletcher (such
date, an "Initial Investment Issuance Date"), which date shall take place at
Fletcher's option on (i) the third Trading Day following delivery of the Initial
Investment Notice or (ii) if the Initial Common Shares are not freely tradable
by Fletcher under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), the tenth Trading Day excluding and following the date on which Baan
notifies Fletcher that the Registration Requirement is satisfied, or at such
other date and time as Fletcher and Baan shall mutually agree. Effective
immediately upon receipt by Baan of the Initial Issuance Price, Baan shall





                                       1

<PAGE>   2

automatically become and be obligated to issue to Fletcher as a demand
obligation the Initial Issuance Price in the form of Initial Common Shares. The
specified number of Initial Common Shares issuable by Baan and the issue price
of the Initial Common Shares (such issue price shall not be less than the par
value of such shares) on any Initial Investment Issuance Date shall be
determined by dividing the Aggregate Dollar Value by the Share Price, where:

               "Aggregate Dollar Value" means the amount specified by Fletcher
in the applicable Initial Investment Notice as the "Specified Amount" (the
"Specified Amount"). For each exercise of the Initial Investor Right, the
cumulative Specified Amounts for all Initial Investment Notices delivered by
Fletcher (the "Aggregate Specified Amount") cannot exceed $75,000,000 in the
aggregate, and the Specified Amount for any particular Initial Investment Notice
must be in a minimum amount of $10,000,000 (or, in the case of the final Initial
Investment Notice, such lesser amount as may apply in the event that the
Aggregate Specified Amount exceeds $65,000,000); and

               "Share Price" means (i) the average of the daily volume-weighted
average prices as reported by Bloomberg, L.P. on Nasdaq (or as otherwise agreed
between Baan and Fletcher) for the 30-Trading Day period ending and excluding 5
Trading Days immediately prior to the date an Initial Investment Notice is
delivered, but not greater than the average of the daily volume-weighted average
prices of the first 5 Trading Days of such 30-Trading Day period (such amount,
the "Average Price") minus (ii) an amount equal to the Average Price multiplied
by 8.5% per annum (pro rata for partial years) from the Initial Closing Date
through and including the specified Initial Investment Issuance Date, provided
that for purposes of this Agreement, the Average Price shall not exceed $16.00
per share.

               b. Baan Rights. Fletcher grants Baan rights (the "Baan Rights")
to issue and sell to Fletcher, from time to time, and Fletcher agrees to
subscribe for and accept, Additional Common Shares determined in accordance with
clause d. below for an aggregate purchase price for all Baan Rights of
$75,000,000 (the "Baan Rights Cap"). To exercise any Baan Rights, Baan shall
deliver one or more written notices in the form attached hereto as Annex B (a
"Baan Notice") to Fletcher from time to time commencing from the date nine
months after the Initial Closing Date but not later than 18 months after the
Initial Closing Date (such date, the "Baan Rights Expiration Date"). Upon
satisfaction or, if applicable, waiver of the relevant conditions set forth in
Sections 9 and 10 hereof, the closing for each exercise of Baan Rights (a "Baan
Closing") shall take place initially via facsimile on the date that is thirty
five (35) Trading Days following delivery of the Baan Notice or at such other
date and time as Baan and Fletcher shall mutually agree (such date and time
being referred to herein as the "Baan Closing Date"). Notwithstanding anything
else in this paragraph, the Baan Rights may not be exercised unless: (i) the
Common Shares are listed on the NASDAQ National Market (or such other U.S.
national securities exchange on which the Common Shares are then listed) and the
AEX at the time of the Baan Notice and the corresponding closing date; (ii) the
Registration Requirement is satisfied at the time of the Baan Notice and the
corresponding closing date; (iii) there is no Blackout Period (as defined in
Section 3.A) or any other period in effect in which the Registration Statement
is not effective or not able to be used by Fletcher for resales on the





                                       2
<PAGE>   3

date of the Baan Notice or such corresponding closing date; (iv) the volume
weighted average price for each of the 30 Trading Days through but excluding the
third Trading Day immediately prior to the corresponding closing date has
continually exceeded $3.00; (v) shareholders' equity of Baan for the immediately
preceding month end is greater than $50 million; (vi) the Additional Issuance
Price of the exercise is less than or equal to ten times the average daily
trading volume on, as selected by Baan, either (x) NASDAQ (or such other U.S.
national securities exchange on which the Common Shares are then listed) or (y)
the AEX, for the 45 Trading Day period ending and excluding three Trading Days
prior to the closing date multiplied by the closing sale price on NASDAQ (or
such other U.S. national securities exchange on which the Common Shares are then
listed) as reported by Bloomberg, L.P. on the third Trading Day immediately
prior to and excluding such closing date; and (vii) Baan has not exercised a
Baan Right in the last three months.

               c. Fletcher Rights. Baan grants Fletcher rights (the "Fletcher
Rights", and together with the Baan Rights, the "Rights") to require Baan to
issue to it from time to time Additional Common Shares determined in accordance
with clause d. below for an aggregate purchase price for all Fletcher Rights of
$75,000,000 (the "Fletcher Rights Cap"). To exercise any Fletcher Rights,
Fletcher shall have delivered one or more written notices in the form attached
hereto as Annex C (a "Fletcher Notice") to Baan from time to time commencing
from the date nine months after the Initial Closing Date (subject to Section 6)
but not later than 36 months after the Initial Closing Date. Upon satisfaction
or, if applicable, waiver of the relevant conditions set forth in Sections 9 and
10 hereof, and the closing of each exercise of Fletcher Rights (a "Fletcher
Closing", and together with a Baan Closing, a "Rights Closing") shall take place
at Fletcher's option on (i) the date that is three Trading Days following
delivery of the Fletcher Notice or (ii) if the Additional Common Shares are not
freely tradable by Fletcher under the Securities Act, the date that is 10
Trading Days excluding and following the date on which Baan notifies Fletcher
that the Registration Requirement is satisfied, or at such other date and time
as Fletcher and Baan shall mutually agree (such date and time being referred to
herein as the "Fletcher Closing Date", and together with a Baan Closing Date, a
"Rights Closing Date"). A Fletcher Closing shall take place initially via
facsimile. In the event a Fletcher Closing is to take place and the Registration
Requirement is not satisfied, the applicable notice of exercise of such Fletcher
Rights shall be deemed to have been rescinded unless prior to such Fletcher
Closing Date, Fletcher consents in writing to such Fletcher Closing by delivery
of such written consent.

               d. Additional Issuance Mechanics. On each Rights Closing Date,
Fletcher shall pay to Baan in cash the "Additional Issuance Price" specified in
the applicable Baan Notice or Fletcher Notice (the "Additional Issuance Price")
in exchange for the right (the "Additional Investor Right") to cause Baan to
issue Additional Common Shares to Fletcher from time to time during the period
beginning on that Rights Closing Date and ending on the third anniversary of the
Rights Closing Date. In all cases, the Additional Issuance Price must be in a
minimum amount of $25,000,000 (or, in the case of Baan Rights, such lower amount
as Baan is eligible to specify in accordance with the requirements of Section
1.b.(vi)) and a maximum amount of $75,000,000. To exercise the Additional
Investor Right, Fletcher shall deliver one or more written notices to Baan in





                                       3
<PAGE>   4

the form attached hereto as Annex D (each such notice, an "Additional Investment
Notice") specifying, among other required information, the date on which a
specified number of Additional Common Shares shall be issued to Fletcher (such
date, an "Additional Investment Issuance Date"), which date shall take place at
Fletcher's option on (i) the third Trading Day following delivery of the
applicable Additional Investment Notice or (ii) if the Registration Requirement
is not satisfied, the tenth Trading Day excluding and following the date on
which Baan notifies Fletcher that the Registration Requirement is satisfied, or
at such other date and time as Fletcher and Baan shall mutually agree. An
Additional Investment Notice may be delivered initially via facsimile. Effective
immediately upon the occurrence of a Rights Closing and the receipt by Baan of
the Additional Issuance Price, Baan shall automatically become and be obligated
to issue to Fletcher as a demand obligation the Additional Issuance Price in the
form of Additional Common Shares. In the event an Additional Investment Issuance
Date is to take place and the Registration Requirement is not satisfied, the
applicable Additional Investment Notice for that date shall be deemed to have
been rescinded unless prior to such Additional Investment Issuance Date,
Fletcher consents in writing to such date by delivery of such written consent.
The specified number of Additional Common Shares issuable by Baan and the
issuance price of the Additional Common Shares (such issuance price shall not be
less than the par value of such shares) on any Additional Investment Issuance
Date shall be determined by dividing the Additional Aggregate Dollar Value by
the Additional Share Price, where:

        "Additional Aggregate Dollar Value" means the amount specified by
Fletcher in the applicable Additional Investment Notice as the "Additional
Specified Amount" (the "Additional Specified Amount"). For each exercise of a
Right, the cumulative Additional Specified Amounts for all Additional Investment
Notices delivered by Fletcher (the "Aggregate Additional Specified Amount")
cannot exceed the Additional Issuance Price in the aggregate, and the Additional
Specified Amount for any particular Additional Investment Notice must be in a
minimum amount of $10,000,000 (or, in the case of the final Additional
Investment Notice, such lesser amount as may apply in the event that the
difference between the Additional Issuance Price and the Aggregate Additional
Specified Amount is less than $10,000,000); and

        "Additional Share Price" means (i) the average of the daily
volume-weighted average prices as reported by Bloomberg, L.P. on Nasdaq (or as
otherwise agreed between Baan and Fletcher) for the 30-Trading Day period ending
and excluding 5 Trading Days immediately prior to the Additional Investment
Notice Date, but not greater than the average of the daily volume-weighted
average prices of the first 5 Trading Days of such 30-Trading Day period (the
"Additional Average Price") minus (ii) an amount equal to the Additional Average
Price multiplied by 8.5% per annum (pro rata for partial years) from the
Additional Closing Date through and including the specified Additional
Investment Issuance Date, provided that for purposes of this Agreement, the
Additional Average Price shall not exceed $16.00 per share.

               e. Rollover Option. On the Baan Rights Expiration Date, the
Fletcher Rights Cap would be increased by an amount equal to the unexercised
portion (if any) of the Baan Rights Cap on the Baan Rights Expiration Date,
provided that Fletcher may not at any time submit an Additional





                                       4
<PAGE>   5

Investment Notice under this Section 1.e. if following delivery of Common Shares
pursuant to such notice, Fletcher would own 10% or more of Baan's outstanding
Common Shares.

               f. Price Conversions. As used throughout this Agreement, the
monetary symbol "$" refers to U.S. dollars. The Initial Issuance Price and each
subsequent Additional Issuance Price shall be payable in U.S. dollars and the
number of Common Shares issuable therefor (and the issue price per Common Share)
shall be calculated in U.S. dollars in accordance with the terms of this
Agreement. After calculating the number of Common Shares issuable to Fletcher
based on the amount of the Initial Issuance Price or Additional Issuance Price
designated by Fletcher for a particular Initial Investment Issuance Date or
Additional Investment Issuance Date (such amount, the "US Issuance Price"),
then, for purposes of determining that the payment obligation for the Common
Shares to be issued to Fletcher has been met, the US Issuance Price shall be
converted into Dutch Guilders or Euro's at the U.S. Dollar-Dutch Guilder or U.S.
Dollar-Euro exchange rate in effect (i) on the date the Private Deed of Issuance
is executed and such Common Shares are actually issued (the "Date of Issuance")
or (ii) on any day between two months before the Date of Issuance and the Date
of Issuance itself, as reported in the Official Price List of the AEX Exchanges
N.V. (Officiele prijscourant) for that date (such conversion rate on that date,
the "Conversion Rate" and such aggregate issue price on that date based on the
Conversion Rate, the "Guilder/Euro Aggregate Issue Price"). For purposes of
fulfilling the payment obligation on the Common Shares pursuant to the Private
Deed of Issuance executed on such Date of Issuance, the Guilder/Euro Aggregate
Issue Price shall be paid by Fletcher to Baan by deducting the equivalent of the
Guilder/Euro Aggregate Issue Price denominated in U.S. Dollars using the
Conversion Rate (which equals the US Issuance Price) from the Initial Issuance
Price or the Additional Issuance Price, as the case may be, already paid by
Fletcher to Baan.

By way of example, assuming that Fletcher had paid an Initial Issuance Price of
$100 and subsequently delivered an Initial Investment Notice to Baan to deliver
$50 worth of Common Shares at an assumed Share Price of $10 per share, then the
following calculations would be made:

               First, the $50 amount specified by Fletcher in its notice (which
        is the "US Issuance Price" as defined earlier in this paragraph) would
        be divided by the Share Price of $10, with the result that Fletcher will
        be entitled to receive 5 Common Shares from Baan on the specified
        Initial Investment Issuance Date;

               Second, on that Initial Investment Issuance Date, based on an
        assumed exchange rate of US$1:NLG2, the US Issuance Price of $50 will be
        converted into NLG100 (which is the "Guilder/Euro Aggregate Issue Price"
        defined earlier in this paragraph), or NLG 20 per share for each of the
        5 Common Shares to be issued to Fletcher; and

               Third, on that same Initial Investment Issuance Date, the
        Guilder/Euro Aggregate Issue Price shall be paid by Fletcher to Baan by
        deducting the equivalent of the Guilder/Euro Aggregate Issue Price
        denominated in U.S. Dollars using the Conversion Rate of $1:NLG2.





                                       5
<PAGE>   6

        Consequently, the issue price for the 5 Common Shares being NLG 100 will
        be paid by deducting $50 from the original $100 Initial Issue Price
        already paid by Fletcher to Baan.

               2. Closings; Issuance Dates.

               A. The closing of the initial exchange specified in Section 1.a
shall take place initially via facsimile on December 31, 1998, upon satisfaction
or, if applicable, waiver of the conditions set forth in Sections 9 and 10
hereof, or at such other date and time as Fletcher and Baan shall mutually agree
(such date and time being referred to herein as the "Initial Closing Date").

               At the Initial Closing, the following deliveries shall be made:

               a. Initial Issuance Price. Fletcher shall cause to be wire
        transferred to Baan, in accordance with instructions set forth in
        Section 15, the Initial Issuance Price, in immediately available United
        States dollars.

               b. Closing Documents. The closing documents required by Sections
        9 and 10 shall be delivered to Fletcher and Baan, respectively.

               The foregoing deliveries shall be deemed to occur simultaneously
as part of a single transaction, and no delivery shall be deemed to have been
made until all such deliveries have been made.

               B. On each Initial Investment Issuance Date, the following
deliveries shall be made:

               a. Initial Common Shares. Baan shall issue to Fletcher stock
        certificates, each representing an equal number of Initial Common Shares
        and collectively representing the Initial Common Shares to be issued on
        that Initial Investment Issuance Date, and shall register such shares in
        the shareholder register of Baan.

               b. Private Deed of Issuance. A copy of the Private Deed of
        Issuance in the form attached hereto as Annex E shall be executed by
        Baan and Fletcher, which private deed shall confirm (i) the number of
        Initial Common Shares to be issued by Baan and accepted by Fletcher on
        such date and the issue price of such Common Shares, (ii) that the
        resulting payment obligation of Fletcher for those shares shall have
        been met by the Initial Issuance Price paid on the Initial Closing Date,
        and (iii) the remaining amount of the Initial Issuance Price after
        giving effect to all prior issuances of Initial Common Shares.

               The foregoing deliveries shall be deemed to occur simultaneously
        as part of a single transaction, and no delivery shall be deemed to have
        been made until all such deliveries have been made.





                                       6
<PAGE>   7

               C. On each Rights Closing Date, the following deliveries shall be
made:

               a. Additional Issuance Price. Fletcher shall cause to be wire
        transferred to Baan, in accordance with instructions set forth in
        Section 15, the Additional Issuance Price payable on such Rights Closing
        Date, in immediately available United States dollars.

               b. Closing Documents. The closing documents required by Sections
        9 and 10 shall be delivered to Fletcher and Baan, respectively.

               The foregoing deliveries shall be deemed to occur simultaneously
as part of a single transaction, and no delivery shall be deemed to have been
made until all such deliveries have been made.

               D. On each Additional Investment Issuance Date, the following
deliveries shall be made:

               a. Additional Common Shares. Baan shall issue to Fletcher stock
        certificates, each representing an equal number of Additional Common
        Shares and collectively representing the Additional Common Shares to be
        issued on that Additional Investment Issuance Date, and shall register
        such shares in the shareholder register of Baan.

               b. Private Deed of Issuance. A copy of the Private Deed of
        Issuance in the form attached hereto as Annex F shall be executed by
        Baan and Fletcher, which private deed shall confirm (i) the number of
        Additional Common Shares to be issued by Baan and accepted by Fletcher
        on such date and the issuance price of such Common Shares, (ii) the date
        of the applicable Rights Closing Date and that the resulting payment
        obligation of Fletcher for those shares shall have been met by the
        Additional Issuance Price paid on such date, and (iii) the remaining
        amount of such Additional Issuance Price after giving effect to all
        prior issuances of Additional Common Shares attributable to that Rights
        Closing Date.

               The foregoing deliveries shall be deemed to occur simultaneously
as part of a single transaction, and no delivery shall be deemed to have been
made until all such deliveries have been made. The original certificates
representing the Initial Common Shares and Additional Common Shares shall be
delivered via Federal Express to Fletcher at the address set forth in Section 15
hereof, unless Fletcher shall have delivered to Baan a written notice specifying
a different address. Each original stock certificate issued in accordance with
this Section 2 shall represent 250,000 Common Shares (except that to the extent
the number of Common Shares to be delivered to Fletcher at any given time is not
evenly divisible by 250,000, one stock certificate shall represent the remaining
shares). Baan shall make the appropriate notifications on its shareholder
register evidencing such issuance of Initial Common Shares or Additional Common
Shares to Fletcher.





                                       7
<PAGE>   8

               3. Representations and Warranties of Baan. Baan hereby represents
and warrants to Fletcher on the date hereof, on the Initial Closing Date, on
each Rights Closing Date, on each Initial Investment Issuance Date and on each
Additional Investment Issuance Date as follows:

               a. Baan has been duly incorporated and is validly existing under
        the laws of The Netherlands, or after the Closing Date, if another
        entity has succeeded Baan in accordance with the terms hereof, under the
        laws of the jurisdiction of its organization.

               b. The execution, delivery and performance of this Agreement
        (including the issuance of the Initial Common Shares and the Additional
        Common Shares) by Baan have been duly authorized by all requisite
        corporate action and no further consent or authorization of Baan, its
        Management and Supervisory Boards of Directors or its shareholders
        (other than the Required Consent (as defined below), if applicable) is
        required. This Agreement has been duly executed and delivered by Baan
        and, when this Agreement is duly authorized, executed and delivered by
        Fletcher, will be a valid and binding agreement enforceable against Baan
        in accordance with its terms, subject to bankruptcy, insolvency,
        reorganization, moratorium and similar laws of general applicability
        relating to or affecting creditors' rights generally and to general
        principles of equity.

               c. Baan has full corporate power and authority necessary to
        execute and deliver this Agreement and to perform its obligations
        hereunder (including the issuance of the Initial Common Shares and all
        Additional Common Shares).

               d. No consent, approval, authorization or order of any court,
        governmental agency or other body is required for execution and delivery
        by Baan of this Agreement or the performance by Baan of any of its
        obligations hereunder other than such as may already have been received.

               e. Neither the execution and delivery by Baan of this Agreement
        nor the performance by Baan of any of its obligations hereunder:

                      (1) violates, conflicts with, results in a breach of, or
               constitutes a default (or an event which with the giving of
               notice or the lapse of time or both would be reasonably likely to
               constitute a default) under (A) the Articles of Association of
               Baan or any of its material subsidiaries (which shall mean any
               subsidiary, or group of subsidiaries considered in the aggregate
               as a single subsidiary, that would constitute a "significant
               subsidiary" as defined in Regulation S-X), (B) any decree,
               judgment, order, law, treaty, rule, regulation or determination
               of which Baan is aware of any court, governmental agency or body,
               or arbitrator having jurisdiction over Baan or any of its
               material subsidiaries or any of their respective properties or
               assets, (C) the terms of any bond, debenture, note or any other
               evidence of indebtedness, or any agreement, stock option or other
               similar plan, indenture, lease, mortgage, deed





                                       8
<PAGE>   9

               of trust or other instrument to which Baan or any of its material
               subsidiaries is a party, by which Baan or any of its material
               subsidiaries is bound, or to which any of the properties or
               assets of Baan or any of its material subsidiaries is subject,
               except to the extent such violation, breach or default could not
               reasonably be expected to have a material adverse effect on Baan
               or its material subsidiaries, (D) the terms of any "lock-up" or
               similar provision of any underwriting or similar agreement to
               which Baan or any of its material subsidiaries is a party or (E)
               any rules of the National Association of Securities Dealers, Inc.
               or the NASDAQ National Market or any rules or regulations of the
               AEX or any other exchange where Baan's securities are publicly
               traded applicable to Baan or the transactions contemplated
               hereby; or

                      (2) results in the creation or imposition of any lien,
               charge or encumbrance upon (A) any Initial Common Shares or
               Additional Common Shares or (B) any of the properties or assets
               of Baan or any of its material subsidiaries.

               f. Baan has validly reserved for issuance to Fletcher the Initial
        Common Shares and any Additional Common Shares as required under this
        Agreement. When issued to Fletcher against payment therefor in
        accordance with the terms of this Agreement, each of the Initial Common
        Shares and the Additional Common Shares:

                      (1) will have been duly and validly authorized, duly and
               validly issued, fully paid and non-assessable;

                      (2) will be free and clear of any security interests,
               liens, claims or other encumbrances; and

                      (3) will not have been issued or sold in violation of any
               preemptive or other similar rights of the holders of any
               securities of Baan.

               g. Baan is a "foreign private issuer" as such term is defined in
        the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
        Act").

               h. Baan satisfies all quantitative maintenance criteria of the
        NASDAQ National Market and the AEX or, after the Closing Date, has a
        valid exemption from such criteria. The Common Shares when issued
        pursuant to this Agreement will be duly listed and admitted for trading
        on the NASDAQ National Market, the AEX and any other exchange where
        Common Shares are publicly traded.

               i. On the Closing Date, there is no pending or, to the best
        knowledge of Baan, threatened action, suit, proceeding or investigation
        before any court, governmental agency or body, or arbitrator having
        jurisdiction over Baan or any of its affiliates that would





                                       9
<PAGE>   10

        materially affect the execution by Baan of, or the performance by Baan
        of its obligations under, this Agreement.

               j. It is Baan's good faith belief that none of its filings with
        the United States Securities and Exchange Commission (the "SEC") under
        the Securities Act or under Section 13(a) or 15(d) of the Exchange Act
        (each an "SEC Filing") at the time they were filed contained any untrue
        statement of a material fact or omitted to state any material fact
        necessary in order to make the statements, in the light of the
        circumstances under which they were made, not misleading.

               k. The offer and issuance of the Initial Common Shares and the
        Additional Common Shares to Fletcher pursuant to this Agreement will,
        subject to compliance by Fletcher with the applicable representations
        and warranties contained in Section 4 hereof and with the applicable
        covenants and agreements contained in Section 8 hereof, be made in
        accordance with the provisions and requirements of Regulation D
        promulgated under the Securities Act and any applicable state securities
        law.

               l. As of the date hereof, the authorized capital stock of Baan
        consists of 700,000,000 Common Shares. As of December 1, 1998,
        204,886,317 Common Shares were issued and outstanding and no Common
        Shares were held in the treasury of Baan. Within seven business days of
        the date hereof, Baan will deliver to Fletcher the aggregate number, as
        of December 1, 1998, of (i) Common Shares reserved for issuance upon
        exercise of outstanding stock options, warrants or other convertible
        rights and (ii) Common Shares currently subject to issuance upon the
        exercise of outstanding stock options, warrants or other convertible
        rights. All of the outstanding Common Shares are, and all shares which
        may be issued pursuant to stock options, warrants or other convertible
        rights will be, when issued and paid for in accordance with the
        respective terms thereof, duly authorized, validly issued, fully paid
        and non-assessable and free of any preemptive rights in respect thereof.
        As of the date hereof, except as set forth above, and except for Common
        Shares or other securities issued upon conversion, exchange, exercise or
        purchase associated with the securities, options, warrants, rights and
        other instruments referenced above, (i) no shares of capital stock or
        other voting securities of Baan were outstanding, (ii) no equity
        equivalents, interests in the ownership or earnings of Baan or other
        similar rights were outstanding and (iii) there were no existing
        options, warrants, calls, subscriptions or other rights or agreements or
        commitments relating to the capital stock of Baan or any of its
        subsidiaries or obligating Baan or any of its subsidiaries to issue,
        transfer, sell or redeem any shares of capital stock, or other equity
        interest in, Baan or any of its subsidiaries or obligating Baan or any
        of its subsidiaries to grant, extend or enter into any such option,
        warrant, call, subscription or other right, agreement or commitment.






                                       10
<PAGE>   11
               3.A    Registration Provisions.

               a. Baan shall use best efforts at its own expense to file a
        registration statement under the Securities Act (the "Registration
        Statement") by January 31, 1999 covering the sale or resale of
        25,000,000 Common Shares issued or issuable under this Agreement, shall
        use its best efforts to cause such Registration Statement to be declared
        effective not later than April 30, 1999, and in any event not later than
        June 30, 1999 and shall promptly amend such Registration Statement or
        file an additional Registration Statement from time to time if the
        maximum number of Initial Common Shares and Additional Common Shares
        issued or issuable under this Agreement is greater than the number of
        Common Shares registered pursuant to such Registration Statement (each
        such Common Share registered pursuant to a Registration Statement, a
        "Covered Security"), provided that Fletcher shall have provided such
        information and cooperation in connection therewith as Baan may
        reasonably request. If the Registration Statement has not been declared
        effective by June 30, 1999, the calculation of the Aggregate Dollar
        Value and the Additional Aggregate Dollar Value for purposes of Section
        1 hereof shall be permanently increased by 2.5% for each month (or
        portion thereof) following June 30, 1999 that such Registration
        Statement shall not have been declared effective.

               b. Baan will use its best efforts to: (i) keep such Registration
        Statement effective until the earlier of (A) the second anniversary of
        the issuance of each Covered Security (provided that the resale
        restrictions of Rule 144 under the Securities Act ("Rule 144") shall no
        longer apply to Fletcher), (B) the later of the date all of the Covered
        Securities shall have been sold by Fletcher and the date the Rights
        expire or (C) such time as all of the Covered Securities held by
        Fletcher can be sold by Fletcher or any of its affiliates within a
        three-month period without compliance with the registration requirements
        of the Securities Act pursuant to Rule 144; (ii) prepare and file with
        the SEC such amendments and supplements to the Registration Statement
        and the prospectus used in connection with the Registration Statement
        (as so amended and supplemented from time to time, the "Prospectus") as
        may be necessary to comply with the provisions of the Securities Act
        with respect to the disposition of all Covered Securities by Fletcher or
        any of its affiliates; (iii) furnish such number of Prospectuses and
        other documents incident thereto, including any amendment of or
        supplement to the Prospectus, as Fletcher from time to time may
        reasonably request; (iv) cause all Covered Securities to be listed on
        each securities exchange and quoted on each quotation service on which
        similar securities issued by Baan are then listed or quoted; (v) provide
        a transfer agent and registrar for all Covered Securities and a CUSIP
        number for all Covered Securities; (vi) otherwise use its best efforts
        to comply with all applicable rules and regulations of the SEC; and
        (vii) file the documents required of Baan, if any, and otherwise use its
        best efforts to obtain and maintain requisite blue sky clearance, if
        necessary, in New York, California and all other jurisdictions in which
        any of the Common Shares were originally sold.

               c. Baan shall furnish to Fletcher upon request a reasonable
        number of copies of a supplement to or an amendment of such Prospectus
        as may be necessary in order to





                                       11
<PAGE>   12

        facilitate the public sale or other disposition of all or any of the
        Covered Securities by Fletcher or any of its affiliates pursuant to the
        Registration Statement.

               d. With a view to making available to Fletcher and its affiliates
        the benefits of Rule 144 and Form F-3 under the Securities Act, Baan
        covenants and agrees to: (i) make and keep available adequate current
        public information (within the meaning of Rule 144(c)) concerning Baan,
        until the earlier of (A) the second anniversary of the issuance of each
        Covered Security (provided that the resale restrictions of Rule 144
        shall no longer apply to Fletcher) or (B) such date as all of the
        Covered Securities shall have been resold by Fletcher or any of its
        affiliates; and (ii) furnish to Fletcher upon request, as long as
        Fletcher owns any Covered Securities, (A) a written statement by Baan
        that it has complied with the reporting requirements of the Securities
        Act and the Exchange Act, (B) a copy of the most recent annual or
        quarterly report of Baan, and (C) such other information as may be
        reasonably requested in order to avail Fletcher and its affiliates of
        Rule 144 or Form F-3 with respect to such Covered Securities.

               e. Notwithstanding anything else in this Section 3.A, if, at any
        time during which a Prospectus is required to be delivered in connection
        with the sale of any Covered Securities, Baan determines in good faith
        that a development has occurred or a condition exists as a result of
        which the Registration Statement or the Prospectus contains a material
        misstatement or omission, Baan will immediately notify Fletcher thereof
        by telephone and in writing. Upon receipt of such notification, Fletcher
        and its affiliates will immediately suspend all offers and sales of any
        Covered Securities pursuant to the Registration Statement. In such
        event, Baan will amend or supplement the Registration Statement as
        promptly as practicable and will take such other steps as may be
        required to permit sales of the Covered Securities thereunder by
        Fletcher and its affiliates in accordance with applicable federal and
        state securities laws. Baan will promptly notify Fletcher after it has
        determined in good faith that such sales have become permissible in such
        manner and will promptly deliver copies of the Registration Statement
        and the Prospectus (as so amended or supplemented) to Fletcher in
        accordance with paragraph (b) of this Section 3.A. Notwithstanding the
        foregoing, (A) under no circumstances shall Baan be entitled to exercise
        its right to suspend sales of any Covered Securities pursuant to the
        Registration Statement more than two times in any twelve-month period,
        (B) the period during which such sales may be suspended (each a
        "Blackout Period") shall not exceed thirty days and (C) no Blackout
        Period may commence less than 30 days after the end of the preceding
        Blackout Period.

               Upon the commencement of a Blackout Period pursuant to this
        Section 3.A, Fletcher will notify Baan of any contracts to sell any
        Covered Securities (each a "Sales Contract") that Fletcher or any of its
        affiliates has entered into prior to the commencement of such Blackout
        Period and that would require delivery of such Covered Securities during
        such Blackout Period, which notice will contain the aggregate sale price
        and volume of Covered Securities pursuant to such Sales Contract. Upon
        receipt of such notice, Baan will immediately notify






                                       12
<PAGE>   13

        Fletcher of its election either (i) to terminate the Blackout Period
        and, as promptly as practicable, amend or supplement the Registration
        Statement or the Prospectus in order to correct the material
        misstatement or omission and deliver to Fletcher copies of such amended
        or supplemented Registration Statement and Prospectus in accordance with
        paragraph (b) of this Section 3.A or (ii) to continue the Blackout
        Period in accordance with this paragraph. If Baan elects to continue the
        Blackout Period, and Fletcher or any of its affiliates is therefore
        unable to consummate the sale of Covered Securities pursuant to the
        Sales Contract (such unsold Covered Securities being hereinafter
        referred to herein as the "Unsold Securities"), Baan will promptly
        indemnify each Fletcher Indemnified Party (as such term is defined in
        Section 13 below) against any Proceeding (as such term is defined in
        Section 13 below) that each Fletcher Indemnified Party may incur arising
        out of or in connection with Fletcher's breach or alleged breach of any
        such Sales Contract, and Baan shall reimburse each Fletcher Indemnified
        Party for any reasonable costs or expenses (including reasonable legal
        fees) incurred by such party in investigating or defending any such
        Proceeding (collectively, the "Indemnification Amount"); provided,
        however, that each Fletcher Indemnified Party shall take all actions
        reasonably necessary or appropriate to mitigate such Indemnification
        Amount; and provided further, however, that the Indemnification Amount
        shall be reduced by an amount equal to the number of Unsold Securities
        multiplied by the difference between (x) the actual per share price
        received by Fletcher or any of its affiliates upon the sale of the
        Unsold Securities (if such sale occurs within three Trading Days of the
        end of the Blackout Period) or the closing sale price of the Common
        Shares on the NASDAQ National Market or other U.S. national securities
        exchange on which the Common Shares are then listed on the third Trading
        Day after the end of the Blackout Period (if the Unsold Securities are
        not sold by Fletcher or any of its affiliates within three Trading Days
        of the end of the Blackout Period), and (y) the per share sale price for
        the Unsold Securities provided in the Sales Contract.

               3.B.  Additional Agreements.

               a. The parties hereto acknowledge that Fletcher, without amending
        any of the representations, warranties, covenants and agreements of Baan
        contained herein, has neither requested of nor received from Baan any
        non-public information relating to Baan or the business affairs or
        business prospects of Baan.

               b. If on any date that Baan presents a Baan Notice, the aggregate
        number of Common Shares issuable upon exercise of Baan Rights (without
        regard to any notice periods), when added to the aggregate number of
        shares of (i) Common Shares previously issued under this Agreement, and
        (ii) the aggregate number of Common Shares issuable under this Agreement
        would exceed the number of shares equal to 15% of the total number of
        Common Shares outstanding (adjusted to reflect any split, subdivision,
        combination or consolidation of the Common Shares, whether by
        reclassification, distribution of a dividend with respect to the
        outstanding Common Shares payable in Common Shares, or otherwise,






                                       13
<PAGE>   14

        or any recapitalization of the Common Shares) on the Initial Closing
        Date (the "Original Number"), Baan's right to exercise the Baan Rights
        shall be suspended unless and until Baan obtains the Required Consent
        (as defined below) for the issuance of 20% or more of Baan's Common
        Shares under this Agreement.

               c. If on any date that Fletcher presents a Fletcher Notice, an
        Initial Investment Notice or an Additional Investment Notice ("Fletcher
        Notice Date"), the aggregate number of Common Shares issuable pursuant
        to such notice in the aggregate (without regard to any notice periods),
        when added to the aggregate number of (i) the Initial Common Shares and
        any Additional Common Shares previously issued and (ii) any other Common
        Shares issued or issuable under exercised Rights (as if issued on that
        date) required to be included by NASDAQ, would exceed the number of
        shares equal to 20% of the Original Number and such circumstance would
        require the approval (the "Required Consent") of the holders of the
        Common Shares pursuant to the listing requirements or rules of the
        NASDAQ National Market (or such other U.S. national securities exchange
        on which the Common Shares are then listed), Baan (A) shall not issue
        Common Shares (the "Issuance Blockage") to the extent that the total
        number of Common Shares issued hereunder would exceed 19.9% of the
        Original Number, and (B) shall use its best efforts to obtain, within 90
        days from the Fletcher Notice Date, whichever is applicable, the
        Required Consent for the issuance of 20% or more of Baan's Common Shares
        under this Agreement. In the event the Required Consent is not obtained
        within 90 days in accordance with the preceding sentence, or Baan
        otherwise does not have sufficient authorized shares to fulfill its
        obligation, Fletcher shall have the right to convert up to that amount
        of the Fletcher Rights, the exercise of which would result in the total
        number of shares issued hereunder exceeding 19.9% of the Original Number
        or that number which is unavailable for issuance, as the case may be,
        into a debt obligation of Baan (the "Obligation"), which Obligation
        shall be evidenced by a note (an "Excess Note"). Such Obligation shall
        come into existence upon delivery of an Excess Note Notice (as defined
        below) to Baan regardless of when the Excess Note actually is issued or
        delivered. Fletcher shall exercise such right to convert by delivery to
        Baan of the Excess Note Notice, and the amount of the Obligation (and
        the principal amount of the Excess Note) shall be in an amount equal to
        the product of (x) the positive excess of the closing price (the "Excess
        Closing Price") as reported by Bloomberg, L.P. of the Common Shares on
        the NASDAQ National Market (or such other U.S. national securities
        exchange on which the Common Shares are then listed) on the Excess
        Notice Date (as defined below) over the applicable Share Price or
        Additional Share Price and (y) the number of Common Shares that would be
        issuable in respect of the complete exercise of the applicable rights
        but for the Issuance Blockage. All computations in the preceding
        sentence with respect to the applicable Share Price and the number of
        Common Shares issuable shall be determined as if the Excess Notice Date
        were the Fletcher Notice Date. In addition, in the event the Required
        Consent is not obtained and any Excess Note is outstanding, Baan shall
        not issue any securities or incur any indebtedness for borrowed money,
        except in connection with the repurchase of Excess Notes.





                                       14
<PAGE>   15

               To convert Fletcher Rights into an Excess Note, Fletcher shall
        deliver one or more written notices in the form attached hereto as Annex
        G (an "Excess Note Notice") to Baan from time to time. The date upon
        which Fletcher causes an Excess Note Notice to be delivered to Baan, by
        hand, facsimile, electronic transmission or otherwise, shall be the
        "Excess Notice Date" with respect to such exercise of the Rights, which
        date shall be deemed to be a Rights Closing Date for purposes of Section
        3 hereof. Each Obligation (whether or not yet evidenced by an Excess
        Note) shall be due and payable 180 days after the date of issuance and
        bear interest at an interest rate of 15% per annum. Notwithstanding
        anything else in this section 3.B.c., if at any time Fletcher delivers a
        Fletcher Notice, an Initial Investment Notice or an Additional
        Investment Notice and Baan is unable to issue all or any portion of the
        shares identified therein as a result of the Issuance Blockage, Baan
        shall automatically be liable to Fletcher in amount equal to, and shall
        issue an Excess Note reflecting as a principal Obligation, the product
        of (x) the positive excess of the closing price as reported by
        Bloomberg, L.P. of the Common Shares on the NASDAQ National Market (or
        such other U.S. national securities exchange on which the Common Shares
        are then listed) on the Excess Notice Date over the applicable Share
        Price or Additional Share Price and (y) the number of Common Shares that
        would be issuable in respect of such exercise of the applicable rights
        but for the Issuance Blockage.

               d. The Initial Common Shares and the Additional Common Shares
        shall be issuable only up to the Maximum Number of Common Shares.
        Initially, the "Maximum Number" is equal to the sum of 18,439,768 plus
        the Exercisable Number. The "Exercisable Number" is initially zero and
        thereafter may be increased upon expiration of a 65 day period (the
        "Notice Period") after either (i) the holder delivers a notice (a"65 Day
        Notice") to Baan designating an aggregate number of Common Shares in
        excess of the Maximum Number which will become convertible, or (ii) Baan
        delivers a notice (an "Increase Notice") stating the increase, if any,
        in the aggregate number (the "Increased Number") of Common Shares
        outstanding as of the last day of the preceding month over the number
        outstanding as of the last day of the third preceding month, or in the
        case of the last day of the second month immediately following the
        Initial Closing Date, the number of shares outstanding specified in
        Section 3.l, in which event the Exercisable Number shall be
        automatically increased by the number which is 9.75% of the Increased
        Number. A 65 Day Notice may be given at any time. Unless expressly
        waived by Fletcher, Baan shall deliver an Increase Notice to Fletcher on
        or before the 10th day of every second calendar month from and including
        the Initial Closing Date. If the initial 65 Day Notice does not
        designate all of the Common Shares then issuable upon exercise of any
        Fletcher Right, additional Common Shares will become issuable for some
        or all of the remaining Common Shares upon delivery of one or more 65
        Day Notices increasing the Exercisable Number after a further Notice
        Period. From time to time following the Notice Period, Common Shares may
        be issued on any Business Day for any quantity of Common Shares, such
        that the aggregate number of Common Shares issued hereunder is less than
        or equal to the Maximum Number.





                                       15
<PAGE>   16

               e. Baan shall use best efforts to obtain from the Baan
        shareholders, if required, the requisite authority to issue Initial
        Common Shares and Additional Common Shares to Fletcher in accordance
        with the terms of this Agreement.

               4. Representations and Warranties of Fletcher. Fletcher hereby
        represents and warrants to Baan on the date hereof, on the Initial
        Closing Date, and on each Rights Closing Date as follows:

               a. Fletcher has been duly incorporated and is validly existing in
        good standing under the laws of the Cayman Islands, or after the Initial
        Closing Date, under the laws of the jurisdiction of its organization.

               b. The execution, delivery and performance of this Agreement by
        Fletcher have been duly authorized by all requisite corporate action and
        no further consent or authorization of Fletcher, its Board of Directors
        or its stockholders is required. This Agreement has been duly executed
        and delivered by Fletcher and, when duly authorized, executed and
        delivered by Baan, will be a valid and binding agreement enforceable
        against Fletcher in accordance with its terms, subject to bankruptcy,
        insolvency, reorganization, moratorium and similar laws of general
        applicability relating to or affecting creditors' rights generally and
        to general principles of equity.

               c. Fletcher understands that no United States federal or state
        agency has passed on, reviewed or made any recommendation or endorsement
        of the Initial Common Shares or the Additional Common Shares.

               d. In making the decision to subscribe for and accept the Initial
        Common Shares or the Additional Common Shares in accordance with this
        Agreement, Fletcher has relied solely upon independent investigations
        made by it and not upon any representations, warranties, covenants and
        agreements made by Baan other than the representations, warranties,
        covenants and agreements made in this Agreement. Without amending any of
        the representations, warranties, covenants and agreements of Baan
        contained in this Agreement, Fletcher assumes the risk that the
        knowledge of any of the non-public information described in Section
        3.B.a. might have materially influenced Fletcher's decision to enter
        into and perform this Agreement and undertakes not to assert any damage
        claims against Baan for the alleged failure by Baan to disclose such
        non-public information to Fletcher prior to entering into this
        Agreement.

               e. Subject to Section 3.A hereof, Fletcher understands that the
        Initial Common Shares and the Additional Common Shares have not been
        registered under the Securities Act and may not be re-offered or resold
        in the United States other than pursuant to registration thereunder or
        an available exemption therefrom.





                                       16
<PAGE>   17

               f. Fletcher is an "accredited investor" as such term is defined
        in Regulation D promulgated under the Securities Act.

               g. Fletcher is subscribing to the Initial Common Shares and the
        Additional Common Shares for its own account for investment only and not
        with a view to, or for resale in connection with, the public sale or
        distribution thereof in the United States, except pursuant to sales
        registered under the Securities Act.

               h. Fletcher understands that the Initial Common Shares and the
        Additional Common Shares are being or will be offered and sold to it in
        reliance on specific exemptions from the registration requirements of
        United States federal securities laws and that Baan is relying on the
        truth and accuracy of, and Fletcher's compliance with, the
        representations, warranties, agreements, acknowledgments and
        understandings of Fletcher set forth herein in order to determine the
        availability of such exemptions and the eligibility of Fletcher to
        acquire Initial Common Shares and the Additional Common Shares.

               i. The transactions contemplated by this Agreement are not part
        of a plan or scheme on the part of Fletcher, any of its affiliates or
        any person acting on its or their behalf to evade the registration
        requirements of the Securities Act.

               j. Assuming the accuracy of the representations and warranties of
        Baan herein made as of such date, no consent, approval, authorization or
        order of any court, governmental agency or other body is required for
        execution and delivery by Fletcher of this Agreement or the performance
        by Fletcher of any of its obligations hereunder, other than such as may
        already have been received.

               k. Neither the execution and delivery by Fletcher of this
        Agreement nor the performance by Fletcher of any of its obligations
        hereunder violates, conflicts with, results in a breach of, or
        constitutes a default (or an event which with the giving of notice or
        the lapse of time or both would be reasonably likely to constitute a
        default) under the Memorandum or Articles of Association of Fletcher.

               5. Stock Dividends, Stock Splits, Etc. In case Baan shall, after
the Initial Closing Date, (A) pay a dividend or make a distribution on its
Common Shares, (B) subdivide its outstanding Common Shares into a greater number
of shares, or (C) combine its outstanding Common Shares into a smaller number of
shares, which becomes effective on a Trading Day which is included in the
calculation of the Share Price or the Additional Share Price, then the Share
Price or Additional Share Price will be proportionately adjusted to reflect such
event by adjusting the average of the daily volume-weighted average prices of
the Common Shares for the period from the first Trading Day included in the
calculation of the Share Price or Additional Share Price to but excluding the
effective date of such event (the "Adjustable Average Price"). By way of
example, if the event in question causes an increase in the total number of
outstanding Common Shares, then





                                       17
<PAGE>   18

the Adjustable Average Price will be proportionately decreased, and if the event
in question causes a decrease in the total number of outstanding Common Shares,
then the Adjustable Average Price will be proportionately increased. In case
Baan shall, after the date of the Initial Closing Date, issue any shares of
capital stock by reclassification of its Common Shares (excluding any
transaction as to which Section 6 applies), each of the Rights shall thereafter
be exercisable into the kind and in the proportion of shares of stock and other
securities and property ("Reclassification Consideration") receivable by a
holder of one Common Share immediately prior to the record date or effective
date of such reclassification, as appropriate, and the Share Price or Additional
Share Price in such circumstances shall be determined based upon weighted prices
of the Reclassification Consideration. In the event the market price of any
portion of the Reclassification Consideration cannot be determined in a manner
reasonably consistent with Section 1, the market value of such portion of the
Reclassification Consideration shall be determined in good faith by Baan's
Supervisory Board of Directors. In addition, the Share Price or Additional Share
Price following such a reclassification shall be adjusted as appropriate in a
manner consistent with the first three sentences of this Section 5. Adjustments
made pursuant to this Section 5 shall become effective immediately after the
close of business on the record date in the case of a dividend or distribution
and shall become effective immediately after the close of business on the record
date in the case of subdivision, combination or reclassification.

               6. Consolidation, Merger, Etc. In case Baan shall be a party to
any transaction providing for (a) any acquisition of Baan by means of merger or
other form of corporate reorganization in which outstanding shares of Baan are
exchanged for securities or other consideration issued, or caused to be issued,
by the acquiring corporation (the "Acquirer") or its subsidiary or (b) a sale of
all or substantially all of the assets of Baan (on a consolidated basis) or (c)
any other transaction or series of related transactions by Baan in which in
excess of 50% of Baan's voting power is transferred to a single entity or group
acting in concert (each of the foregoing being referred to as a "Combination"),
Fletcher, at its sole option, may choose to exercise before the Combination is
closed (the "Combination Closing") its rights to (1) receive all the Initial
Common Shares not previously issued to Fletcher, (2) receive all the Additional
Common Shares for which Fletcher had previously paid the applicable Additional
Issuance Price and (3) subject to the second succeeding sentence, exercise the
Fletcher Rights (in whole or in part) and receive Common Shares therefor. Baan
shall provide Fletcher with written notice of any proposed Combination as soon
as the existence of a proposed Combination is made public by any person (the
"Combination Notice"). In the event that a Combination Notice is issued during
the first 9 months after the Initial Closing Date in connection with a potential
Combination for which the accounting treatment is pooling of interest
accounting, and Fletcher thereafter delivers a Fletcher Notice to exercise a
Fletcher Right during such 9 month period, then Baan shall (i) first use its
best efforts to obtain the consent of its regular independent auditors that such
action by Fletcher would not cause such Combination to not be eligible for
pooling of interest accounting, (ii) if such consent is not obtained, then Baan
and its independent auditors shall request the informal opinion of the staff of
the Securities and Exchange Commission (the "SEC") that such action would not
prevent pooling of interest accounting treatment, and (iii) in the event the SEC
does not so consent, then Baan and Fletcher shall in good





                                       18
<PAGE>   19

faith work to develop an acceptable alternative resolution that does not prevent
pooling of interest accounting treatment; provided, that in no event shall any
such resolution be permitted or required that prevents pooling of interest
accounting treatment for such Combination and provided further that Fletcher has
the right to rescind its delivery of such Fletcher Notice in whole or in part at
any time in the event that (x) the Rights Closing relating to such Fletcher
Notice does not take place pursuant to the schedule set forth in Section 1.c. or
(y) the Combination Closing does not occur, and Fletcher thereafter has the
further right, at its discretion, to submit one or more new Fletcher Notices to
the extent otherwise permissible by this Agreement. Baan Rights may not be
exercised following a Combination Closing.

               7. Covenants of Baan. Baan covenants and agrees with Fletcher as
follows:

                      a. For so long as Fletcher owns any Initial Common Shares
        or Additional Common Shares or any Rights exist, and in any case for a
        period of 90 days thereafter, Baan will use its best efforts to (i)
        maintain the eligibility of the Common Shares for quotation on the
        NASDAQ National Market or listing on a national securities exchange (as
        defined in the Exchange Act) and the AEX and (ii) regain the eligibility
        of the Common Shares for quotation on all markets and exchanges
        including the NASDAQ National Market and the AEX in the event that the
        Common Shares are delisted by the NASDAQ National Market, the AEX or
        other applicable markets and exchanges. Baan shall file with the SEC its
        quarterly financial statements on Form 6-K and its annual report on Form
        20-F consistent with SEC rules and regulations.

                      b. Baan will provide Fletcher with an opportunity to
        review and comment on any public disclosure by Baan of information
        regarding this Agreement and the transactions contemplated hereby.
        Beginning on the date hereof and for so long as any Rights exist, and in
        any case for a period of 90 days thereafter, Baan will (i) promptly
        notify Fletcher if there is any public disclosure by Baan of material
        information regarding Baan or its financial condition, prospects or
        results of operation and (ii) provide Fletcher with copies of all Baan's
        publicly available SEC filings.

                      c. As soon as such information is available (but in no
        event later than January 15, 1999), Baan shall deliver to Fletcher a
        written notice stating the number of outstanding Common Shares as of the
        Initial Closing Date.

                      d. Baan will make all filings required by law with respect
        to the transactions contemplated hereby.

                      e. Baan will cause the Common Shares issuable under this
        Agreement to be duly listed and admitted for trading on the AEX and on
        the NASDAQ National Market or, if the NASDAQ National Market is not then
        the principal U.S. trading market for the





                                       19
<PAGE>   20

        Common Shares, on a U.S. national securities exchange (as defined in the
        Exchange Act) or the principal U.S. exchange or market for the Common
        Shares.

                      f. Within three business days following the Initial
        Closing Date, Baan will make the appropriate filing for the shares of
        Initial Common Shares to become duly listed and admitted for trading on
        the NASDAQ National Market or other U.S. national securities exchange
        and the AEX and thereafter Baan shall use its best efforts to ensure
        that any Additional Common Shares become listed and admitted for trading
        as soon as practicable. Moreover, Baan will immediately notify Fletcher
        in writing pursuant to Section 15 once the shares are duly listed.

                      g. For a period beginning on the date hereof and ending on
        the day which is one year after the Initial Closing Date or a Rights
        Closing Date, whichever is later, Baan will not offer or sell any of its
        or its subsidiaries' preferred stock, Common Shares or other equity
        securities (or any securities convertible into or exchangeable for such
        Preferred Stock, Common Shares or other equity securities) in reliance
        upon Section 4(2) of the Securities Act or Regulation D promulgated
        thereunder (any such offer or sale, a "Private Placement") without
        Fletcher's written consent; provided, however, that, notwithstanding the
        foregoing sentence, Baan may from time to time offer or sell such
        securities in a private placement without such consent to (A) Vanenburg
        Ventures BV, any entity that invests through or is an affiliated entity
        of General Atlantic Partners LLC, any current or future member of the
        Baan Supervisory Board of Directors, any officer or employee of Baan,
        and any shareholder of Baan owning more than 15% of the Common Shares
        (collectively, the "Related Entities"), (B) subject to the Fletcher
        Review Process, third parties unaffiliated with Baan or the Related
        Entities (such parties, the "Third Party Investors") and (C) pursuant to
        the acquisition approved in good faith by the Baan Board of Directors of
        another corporation or other entity by Baan by merger, purchase of all
        or substantially all of the capital stock or assets, or other
        reorganization as a result of which the Baan stockholders will continue
        to hold more than 50% of the voting securities of Baan. As used herein,
        the "Fletcher Review Process" means that, in the event Baan proposes to
        conduct a Private Placement of any magnitude with any Third Party
        Investors, senior management of Baan will first describe in writing to
        senior management of Fletcher the terms of the proposed transaction and
        Baan's preliminary assessment of it in sufficient detail to allow
        Fletcher to make an informed evaluation. Fletcher will then have up to
        eight business days (the "Eight-Day Period") to consider the merits of
        the proposed transaction and to advise Baan of any bona fide
        commercially reasonable concerns about it. If Fletcher timely advises
        Baan that it has such concerns, Baan will suspend the proposed
        transaction for up to 30 calendar days (the "Thirty-Day Period"), while
        Fletcher seeks to develop with Baan one or more alternative
        transactions. If by the end of an Eight-Day Period, Fletcher does not
        have bona fide commercially reasonable concerns about the proposed
        transaction or if, at the end of a Thirty-Day Period, Baan and Fletcher
        do not agree on an alternative transaction, then Baan may elect to
        proceed with the proposed transaction so long as the terms are not
        substantially





                                       20
<PAGE>   21

        different from those first presented to Fletcher. If the terms are
        substantially different, then Baan will first brief Fletcher in writing
        in a commercially reasonable manner as to the nature of altered terms
        and Fletcher may, at its option, initiate a new Eight-Day Period (and to
        the extent applicable, a new Thirty-Day Period) to evaluate those terms.

                      h. Fractional Common Shares shall not be issued upon
        exercise of any Initial Investor Rights or other Rights. In lieu of
        issuance of a fractional share, Baan shall pay to Fletcher a cash amount
        equal to such fraction multiplied by the applicable Initial Issuance
        Price or the Additional Issuance Price.

               8. Covenants of Fletcher. Fletcher hereby covenants and agrees
with Baan that neither Fletcher nor any of its affiliates nor any person acting
on its or their behalf will at any time offer or sell any Initial Common Shares
or Additional Common Shares other than pursuant to registration under the
Securities Act or pursuant to an available exemption therefrom.

               8.A. Legend. Subject to Section 3.A., Fletcher understands that
the certificates or other instruments representing the Initial Common Shares and
the Additional Common Shares shall bear a restrictive legend in substantially
the following form (and a stop transfer order may be placed against transfer of
such certificates or other instruments):

                      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
        HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
        TRANSFERRED OR ASSIGNED IN THE UNITED STATES IN THE ABSENCE OF AN
        EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
        ACT AND APPLICABLE STATE SECURITIES LAWS, OR UNLESS SOLD PURSUANT TO
        RULE 144 UNDER SAID ACT.

               The legend set forth above shall be removed and Baan shall issue
a certificate without such legend to any holder of Initial Common Shares or
Additional Common Shares if, unless otherwise required by state securities laws,
(a) such shares are sold pursuant to an effective Registration Statement under
the Securities Act, or (b) such holder provides Baan with assurances reasonably
satisfactory to Baan that such shares may be publicly sold pursuant to Rule 144
(or similar regulation hereinafter adopted) without restriction.

               8.B.  Voting Limitations.

                         a. Fletcher will take such action as may be reasonably
               required so that all Common Shares owned by Fletcher and its
               subsidiaries are voted (in person or by proxy) for Baan's
               nominees to the Management and Supervisory Boards of Directors





                                       21
<PAGE>   22

               of Baan in accordance with the recommendation of the Board of
               Directors. On all other matters to be voted on by holders of
               Common Shares, Fletcher shall take such action as may reasonably
               be required so that all Common Shares or other voting securities
               of Baan owned by Fletcher are voted with management on all other
               matters to be voted on by holders of Common Shares in not less
               than the same proportion as the votes cast by the other holders
               of Common Shares with respect to such matters. So long as
               Fletcher holds more than five percent of the Common Shares,
               Fletcher shall be present, in person or by proxy, at all duly
               held meetings of shareholders of Baan so that all Common Shares
               held by Fletcher may be counted for the purposes of determining
               the presence of a quorum at such meetings. Notwithstanding any
               other provision of this Agreement to the contrary, Fletcher and
               its subsidiaries may vote their Common Shares in their discretion
               on a proposed Combination as long as the average of the daily
               volume-weighted average prices of the Common Shares as reported
               by Bloomberg L.P. (or as otherwise agreed between Baan and
               Fletcher) for the 30-Trading Day period ending and excluding 10
               Trading Days immediately prior to the date such vote occurs is
               less than $4.00.

                      b. Except as consented to by Baan in writing, Fletcher
               shall not deposit any Common Shares owned by it in a voting trust
               or, except as otherwise provided in this Agreement, subject any
               such shares to any similar arrangement or agreement with respect
               to the voting of such shares.

                      c. Without Baan's prior written consent, Fletcher shall
               neither solicit proxies with respect to any Common Shares, nor
               shall it become a "participant" in any "election contest" as such
               terms are used in Rule 14a-11 of Regulation 14A under the
               Exchange Act relating to the election of directors of Baan.

                      d. With respect to voting rights, Fletcher shall not join
               any group or otherwise act in concert with any third person for
               the purpose of acquiring, holding or disposing of Common Shares,
               except that Fletcher may engage in such transactions with its
               affiliates and may effect market-based acquisitions and
               dispositions of Common Shares so long as Fletcher is not
               knowingly buying shares from or selling shares to any holder of
               ten percent or more of the outstanding Common Shares.

                      e. Notwithstanding the foregoing, Fletcher and its
               subsidiaries shall not be required to observe any of the voting
               limitations set forth in the preceding clauses a.-d. so long as
               (i) such limitation is prohibited by NASDAQ or other applicable
               U.S. national securities exchange or the AEX, (ii) Baan is in
               material breach of any of its material obligations to Fletcher
               under this Agreement, (iii) Fletcher and its subsidiaries do not
               in the aggregate own more than 2.5% of the outstanding Common
               Shares, or (iv) the following core conditions have not been
               satisfied at all relevant





                                       22
<PAGE>   23

               times: (x) Baan must be "solvent," which is understood to mean
               that the book value of Baan's assets exceeds its liabilities, as
               set forth on Baan's most recent quarterly balance sheet and (y)
               the Common Shares must be listed on the AEX and NASDAQ National
               Market or as otherwise provided by Section 7.e.

               9. Conditions Precedent to Fletcher's Obligations. The
obligations of Fletcher hereunder are subject to the performance by Baan of its
obligations hereunder and to the satisfaction of the following additional
conditions precedent, unless expressly waived in writing by Fletcher:

               a. On the Initial Closing Date and each Rights Closing Date, (i)
        to the extent provided in Section 3 hereof, the representations and
        warranties made by Baan in this Agreement shall be true and correct, and
        (ii) Baan shall have complied fully with all the covenants and
        agreements in this Agreement; and Fletcher shall have received on each
        such date a certificate of the Chief Executive Officer or the Chief
        Financial Officer of Baan dated such date and to such effect.

               b. On the Initial Closing Date and each Rights Closing Date, Baan
        shall have delivered to Fletcher an opinion of DeBrauw Blackstone
        Westbroek reasonably satisfactory to Fletcher, dated the date of
        delivery, confirming in substance the matters covered in paragraphs (a),
        (b), (c), (d), (e), (f), and (h) (as it relates to the AEX) of Section 3
        hereof.

               c. On the Initial Closing Date and each Rights Closing Date, Baan
        shall have delivered to Fletcher an opinion of Wilson, Sonsini, Goodrich
        & Rosati Professional Corporation reasonably satisfactory to Fletcher,
        dated the date of delivery, confirming in substance the matters covered
        in paragraphs (b) (as it relates to enforceability), (d) (as it relates
        to U.S. and California governmental authorities) and (h) (as it relates
        to NASDAQ) of Section 3 hereof.

               d. On the Initial Closing Date and each Rights Closing Date, Baan
        shall have delivered to Fletcher an opinion of Wilson, Sonsini, Goodrich
        & Rosati Professional Corporation reasonably satisfactory to Fletcher,
        dated the date of delivery, to the effect that the offer and sale of
        Common Shares hereunder do not require registration under the Securities
        Act.

               10. Conditions Precedent to Baan's Obligations. The obligations
of Baan hereunder are subject to the performance by Fletcher of its obligations
hereunder and to the satisfaction of the following additional conditions
precedent, unless expressly waived in writing by Baan that on the Closing Date
and each Rights Closing Date, if any, (i) the representations and warranties
made by Fletcher in this Agreement shall be true and correct, and (ii) Fletcher
shall have complied fully with all the covenants and agreements in this
Agreement; and Baan shall have received on each such date a certificate of an
appropriate officer of Fletcher dated such date and to such effect.





                                       23
<PAGE>   24

               11. Fees and Expenses. Each of Fletcher and Baan agrees to pay
its own expenses incident to the performance of its obligations hereunder,
including, but not limited to the fees, expenses and disbursements of such
party's counsel, except as is otherwise expressly provided in this Agreement.

               12. Non-Performance.

               If, on the date hereof, on the Initial Closing Date, or on any
Rights Closing Date, Initial Investment Issuance Date, or Additional Investment
Issuance Date, Baan shall fail to issue the Initial Common Shares and the
Additional Common Shares to Fletcher required to be issued pursuant to this
Agreement for any reason other than the failure of any condition precedent to
Baan's obligations hereunder or the failure by Fletcher to comply with its
obligations hereunder, then Baan shall:

               a. hold Fletcher harmless against any loss, claim or damage
        (including without limitation, incidental and consequential damages)
        arising from or as a result of such failure by Baan; and

               b. reimburse Fletcher for all of its reasonable out-of-pocket
        expenses, including fees and disbursements of its counsel, incurred by
        Fletcher in connection with this Agreement and the transactions
        contemplated herein and therein;

provided, however, that Baan shall then be under no further liability to
Fletcher except as provided in this Section 12 and Section 13 hereof and
provided further that Baan shall have no liability to Fletcher under this
Section 12 to the extent that the failure to issue Initial Common Shares or
Additional Common Shares is attributable solely to the existence of an Issuance
Blockage and Baan is complying with the remedial provisions set forth in Section
3.B.c. for such blockage.

               13. Indemnification.

               a. Indemnification of Fletcher. Baan hereby agrees to indemnify
        Fletcher and each of its officers, directors, employees, agents and
        affiliates and each person that controls (within the meaning of Section
        20 of the Exchange Act) any of the foregoing persons (each a "Fletcher
        Indemnified Party") against any claim, demand, action, liability,
        damages, loss, cost or expense (including, without limitation,
        reasonable legal fees) (a "Proceeding"), that it may incur in connection
        with any of the transactions contemplated hereby arising out of or based
        upon:

                             (1) any untrue or alleged untrue statement of a
               material fact in an SEC Filing by Baan or any of its affiliates
               or any person acting on its or their behalf or omission or
               alleged omission to state therein any material fact necessary in
               order





                                       24
<PAGE>   25

               to make the statements, in the light of the circumstances under
               which they were made, not misleading by Baan or any of its
               affiliates or any person acting on its or their behalf;

                             (2) any of the representations or warranties made
               by Baan herein being untrue or incorrect at the time such
               representation or warranty was made; and

                             (3) any breach or non-performance by Baan of any of
               its covenants, agreements or obligations under this Agreement;

        and Baan hereby agrees to reimburse each Fletcher Indemnified Party for
        any reasonable legal or other expenses incurred by such Fletcher
        Indemnified Party in investigating or defending any such Proceeding;

        provided, however, that the foregoing indemnity shall not apply to any
        Proceeding to the extent that it arises out of or is based upon the
        gross negligence or wilful misconduct of Fletcher in connection
        therewith. Furthermore, the foregoing indemnity rights will not take
        effect unless or until the total amount of the indemnification is
        $10,000 or greater.

               b. Indemnification of Baan. Fletcher hereby agrees to indemnify
        Baan and each of its officers, directors, employees, agents and
        affiliates and each person that controls (within the meaning of Section
        20 of the Exchange Act) any of the foregoing persons (each a "Baan
        Indemnified Party") against any Proceeding, that it may incur in
        connection with any of the transactions contemplated hereby arising out
        of or based upon:

                             (1) any untrue or alleged untrue statement of a
               material fact by Fletcher or any of its affiliates or any person
               acting on its or their behalf or omission or alleged omission to
               state any material fact necessary in order to make the
               statements, in the light of the circumstances under which they
               were made, not misleading by Fletcher or any of its affiliates or
               any person acting on its or their behalf;

                             (2) any of the representations or warranties made
               by Fletcher herein being untrue or incorrect; and

                             (3) any breach or non-performance by Fletcher of
               any of its covenants, agreements or obligations under this
               Agreement;

        and Fletcher hereby agrees to reimburse each Baan Indemnified Party for
        any reasonable legal or other expenses incurred by such Baan Indemnified
        Party in investigating or defending any such Proceeding;





                                       25
<PAGE>   26

        provided, however, that the foregoing indemnity shall not apply to any
        Proceeding to the extent that it arises out of or is based upon the
        gross negligence or wilful misconduct of Baan in connection therewith.

               c.     Conduct of Claims.

                             (1) Whenever a claim for indemnification shall
               arise under this Section, the party seeking indemnification (the
               "Indemnified Party"), shall notify the party from whom such
               indemnification is sought (the "Indemnifying Party") in writing
               of the Proceeding and the facts constituting the basis for such
               claim in reasonable detail;

                             (2) Upon delivery of such notice, such Indemnified
               Party shall have a duty to take all reasonable steps to mitigate
               any losses, liabilities, costs, charges and expenses relating to
               any such Proceeding;

                             (3) Such Indemnifying Party shall have the right to
               retain the counsel of its choice in connection with such
               Proceeding and to participate at its own expense in the defense
               of any such Proceeding; provided, however, that counsel to the
               Indemnifying Party shall not (except with the consent of the
               relevant Indemnified Party) also be counsel to such Indemnified
               Party. In no event shall the Indemnifying Party be liable for
               fees and expenses of more than one counsel (in addition to any
               local counsel) separate from its own counsel for all Indemnified
               Parties in connection with any one action or separate but similar
               or related actions in the same jurisdiction arising out of the
               same general allegations or circumstances; and

                             (4) No Indemnifying Party shall, without the prior
               written consent of the Indemnified Parties (which consent shall
               not be unreasonably withheld), settle or compromise or consent to
               the entry of any judgment with respect to any litigation, or any
               investigation or proceeding by any governmental agency or body,
               commenced or threatened, or any claim whatsoever in respect of
               which indemnification could be sought under this Section unless
               such settlement, compromise or consent (A) includes an
               unconditional release of each Indemnified Party from all
               liability arising out of such litigation, investigation,
               proceeding or claim and (B) does not include a statement as to or
               an admission of fault, culpability or a failure to act by or on
               behalf of any Indemnified Party.

               14. Survival of the Representations, Warranties, etc. The
respective representations, warranties, and agreements made herein by or on
behalf of the parties hereto shall remain in full force and effect, regardless
of any investigation made by or on behalf of the other party to this Agreement
or any officer, director or employee of, or person controlling or under common
control





                                       26
<PAGE>   27

with, such party and will survive issuance of and payment for any Common Shares
issuable hereunder.

               15. Notices. All communications hereunder shall be in writing,
and

                      a. if sent to Fletcher, shall be delivered by hand, sent
               by registered mail or transmitted and confirmed by facsimile to
               Fletcher, unless otherwise notified in writing of a substitute
               address, at:

                      Original Copy:

                      Fletcher International Limited
                      c/o Midland Bank Trust Corporation (Cayman) Limited
                      P.O. Box 1109
                      Mary Street
                      Grand Cayman, Cayman Islands, B.W.I.
                      Attn:  Pamela Clements
                      Telephone:    (345) 914-7515
                      Facsimile:    (345) 949-7634

                      Provided, however, all certificates representing
                      securities be sent to Fletcher International Limited,
                      unless otherwise notified in writing of a substitute
                      address, at:

                      c/o Lehman Brothers, Inc.
                      3 World Financial Center 6th Floor
                      New York, New York 10285
                      Attention: Lou Amodeo, Prime Broker Services
                      Telephone (212) 526-9040

                      with a copy to:

                      Fletcher Asset Management
                      22 East 67th Street
                      New York, NY  10021
                      Attn:  Peter Zayfert
                      Telephone:    (212) 284-4800
                      Facsimile:    (212) 284-4801

                      with a copy to:

                      Skadden, Arps, Slate, Meagher & Flom LLP





                                       27
<PAGE>   28

                      1440 New York Avenue, N.W.
                      Washington, D.C. 20005
                      Attention:  Stephen W. Hamilton
                      Telephone:    (202) 371-7010
                      Facsimile:    (202) 393-5760

                      b. if sent to Baan, shall be delivered by hand, sent by
               registered mail or transmitted and confirmed by facsimile to
               Baan, unless otherwise notified in writing of a substitute
               address, at:

                      Baan Company N.V.
                      11911 Freedom Drive, Suite 300
                      Reston, Virginia 20190
                      Attention:  Tom Tinsley/R. Goudie
                      Telephone:  703-471-8785
                      Facsimile:   703-471-8786

                      with a copy to:

                      Wilson Sonsini Goodrich & Rosati
                      650 Page Mill Road
                      Palo Alto, California 94304-1050
                      Attention:   Mark A. Bertelsen
                      Telephone:  650-493-9300
                      Facsimile:   650-493-6811

                      and to:

                      DeBrauw Blackstone Westbroek
                      Tripolis 300 Burgerweeshuispad 301
                      PO Box 75084
                      1070 AB Amsterdam
                      The Netherlands
                      Attention:  Paul Cronheim
                      Telephone:  011-3120-577-1771
                      Facsimile:   011-3120-577-1775

                      To the extent that any funds shall be delivered to Baan by
                      wire transfer, unless otherwise instructed by Baan, such
                      funds should be delivered in accordance with the following
                      wire instructions:

                      Baan USA, Inc.





                                       28
<PAGE>   29

                      Acct#  4277156741
                      ABA#   121000248
                      Bank:  Wells Fargo Bank, N.A.

               16. Miscellaneous.

               a. This Agreement may be executed in one or more counterparts and
        it is not necessary that signatures of all parties appear on the same
        counterpart, but such counterparts together shall constitute but one and
        the same agreement.

               b. This Agreement shall inure to the benefit of and be binding
        upon the parties hereto, their respective successors and assigns and,
        with respect to Section 13 hereof, their respective officers, directors,
        employees, agents, affiliates and controlling persons, and no other
        person shall have any right or obligation hereunder. Baan may not assign
        this Agreement. Fletcher may assign any of its rights, in whole or in
        part, at its sole discretion (including, without limitation, any
        Fletcher Rights), provided that the assignee of Fletcher Rights must
        expressly assume Fletcher's obligations relating to such assigned
        Rights.

               c. This Agreement shall be governed by, and construed in
        accordance with, the internal laws of the State of New York, and each of
        the parties hereto hereby submits to the non-exclusive jurisdiction of
        any State or Federal court in the State of New York and any court
        hearing any appeal therefrom, over any suit, action or proceeding
        against it arising out of or based upon this Agreement (a "Related
        Proceeding"). Each of the parties hereto hereby waives any objection to
        any Related Proceeding in such courts whether on the grounds of venue,
        residence or domicile or on the ground that the Related Proceeding has
        been brought in an inconvenient forum.

               d. The parties shall take all actions reasonably necessary to
        cause the transaction contemplated hereby to be consummated in
        accordance with the terms hereof.

               e. The headings of the sections of this document have been
        inserted for convenience of reference only and shall not be deemed to be
        a part of this Agreement. This Agreement constitutes the entire
        agreement and supersedes all prior agreements and understandings, both
        written and oral, between the parties hereto with respect to the subject
        matter of this Agreement. This Agreement is not intended to confer upon
        any person other than the parties hereto any rights or remedies
        hereunder or under the terms of the term sheets between such parties.

               17. Time of Essence. Time shall be of the essence in this
Agreement.





                                       29
<PAGE>   30


               IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement, all as of the day and year first above written.



                                        BAAN COMPANY N.V.


                                        By:  /s/ TOM C. TINSLEY
                                            ------------------------------------
                                        Name: Tom Tinsley
                                        Title: Chairman & CEO


                                        FLETCHER INTERNATIONAL LIMITED


                                        By:  /s/ A. FLETCHER, JR.
                                            ------------------------------------
                                        Name: A. Fletcher, Jr.
                                        Title: President









                                       30

<PAGE>   31














                             SHARE RIGHTS AGREEMENT

                            BETWEEN BAAN COMPANY N.V.

                        AND FLETCHER INTERNATIONAL, LTD.




                             DATED DECEMBER 31, 1998


<PAGE>   32


                             INDEX OF DEFINED TERMS



<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                        <C>
65 Day Notice...............................................................................16
Acquirer....................................................................................19
Additional Aggregate Dollar Value............................................................4
Additional Average Price.....................................................................4
Additional Common Shares.....................................................................1
Additional Investment Issuance Date..........................................................4
Additional Investment Notice.................................................................4
Additional Investor Right....................................................................3
Additional Issuance Price....................................................................3
Additional Share Price.......................................................................4
Additional Specified Amount..................................................................4
Adjustable Average Price....................................................................18
AEX..........................................................................................1
Aggregate Additional Specified Amount........................................................4
Aggregate Specified Amount...................................................................2
Agreement....................................................................................1
Average Price................................................................................2
Baan.........................................................................................1
Baan Closing.................................................................................2
Baan Closing Date............................................................................2
Baan Indemnified Party......................................................................26
Baan Notice..................................................................................2
Baan Rights..................................................................................2
Baan Rights Cap..............................................................................2
Baan Rights Expiration Date..................................................................2
Blackout Period.............................................................................13
Combination.................................................................................19
Combination Closing.........................................................................19
Combination Notice..........................................................................19
Common Shares................................................................................1
Conversion Rate..............................................................................5
Covered Security............................................................................11
Date of Issuance.............................................................................5
Eight-Day Period............................................................................21
Excess Closing Price........................................................................15
Excess Note.................................................................................15
Excess Note Notice..........................................................................15
Excess Notice Date..........................................................................15
</TABLE>





                                       i

<PAGE>   33

<TABLE>
<S>                                                                                        <C>
Exchange Act   10
Exercisable Number..........................................................................16
Fletcher.....................................................................................1
Fletcher Closing.............................................................................3
Fletcher Closing Date........................................................................3
Fletcher Indemnified Party..................................................................25
Fletcher Notice..............................................................................3
Fletcher Notice Date........................................................................14
Fletcher Review Process.....................................................................21
Fletcher Rights..............................................................................3
Fletcher Rights Cap..........................................................................3
Guilder/Euro Aggregate Issue Price...........................................................5
Increase Notice.............................................................................16
Increased Number............................................................................16
Indemnification Amount......................................................................13
Indemnified Party...........................................................................27
Indemnifying Party..........................................................................27
Initial Closing Date.........................................................................6
Initial Common Shares........................................................................1
Initial Investment Issuance Date.............................................................1
Initial Investment Notice....................................................................1
Initial Investor Right.......................................................................1
Initial Issuance Price.......................................................................1
Issuance Blockage...........................................................................14
Maximum Number..............................................................................16
Notice Period...............................................................................16
Obligation..................................................................................15
Original Number.............................................................................14
Private Placement...........................................................................21
Proceeding..................................................................................25
Prospectus..................................................................................12
Reclassification Consideration..............................................................18
Registration Requirement.....................................................................1
Registration Statement......................................................................11
Related Entities............................................................................21
Related Proceeding..........................................................................30
Required Consent............................................................................14
Rights.......................................................................................3
Rights Closing...............................................................................3
Rights Closing Date..........................................................................3
Rule 144....................................................................................11
Sales Contract..............................................................................13
</TABLE>





                                       ii

<PAGE>   34

<TABLE>
<S>                                                                                        <C>
SEC10
SEC Filing..................................................................................10
Securities Act..............................................................................10
Specified Amount.............................................................................2
Third Party Investors.......................................................................21
Thirty-Day Period...........................................................................21
Trading Day..................................................................................1
Unsold Securities...........................................................................13
US Issuance Price............................................................................5
</TABLE>































                                      iii


<PAGE>   35


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>     <C>                                                                                 <C>
1.      Initial Exchange; Additional Rights..................................................1
2.      Closings; Issuance Dates.............................................................6
3.      Representations and Warranties of Baan...............................................8
3.A     Registration Provisions.............................................................11
3.B.    Additional Agreements...............................................................14
4.      Representations and Warranties of Fletcher..........................................16
5.      Stock Dividends, Stock Splits, Etc..................................................18
6.      Consolidation, Merger, Etc..........................................................19
7.      Covenants of Baan...................................................................20
8.      Covenants of Fletcher...............................................................22
8.A.    Legend..............................................................................22
8.B.    Voting Limitations..................................................................22
9.      Conditions Precedent to Fletcher's Obligations......................................24
10.     Conditions Precedent to Baan's Obligations..........................................24
11.     Fees and Expenses...................................................................25
12.     Non-Performance.....................................................................25
13.     Indemnification.....................................................................25
14.     Survival of the Representations, Warranties, etc....................................28
15.     Notices.............................................................................28
16.     Miscellaneous.......................................................................30
17.     Time of Essence.....................................................................31


Annexes
-------

Annex A Form of Initial Investment Notice
Annex B Form of Baan Notice
Annex C Form of Fletcher Notice
Annex D Form of Additional Investor Notice
Annex E Form of Private Deed of Issuance of Initial Common Shares
Annex F Form of Private Deed of Issuance of Additional Common Shares
Annex G Form of Excess Note Notice
</TABLE>












                                       i