<PAGE>


 As filed with the Securities and Exchange Commission on September 2, 1999

                                                 Registration No. 333-84801
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              AMENDMENT NO. 1

                                    TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               OPEN MARKET, INC.
             (Exact name of registrant as specified in its charter)

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

         Delaware                     7372                   04-3214536
     (State or other      (Primary Standard Industrial    (I.R.S. Employer
       jurisdiction       Classification Code Number)     Identification)
   of incorporation or
   organization Number)

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

        One Wayside Road, Burlington, Massachusetts 01803 (781) 359-3000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                                Gary B. Eichhorn
                     President and Chief Executive Officer
                               Open Market, Inc.
                                One Wayside Road
                        Burlington, Massachusetts 01803
                                 (781) 359-3000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:
         Jeffrey N. Carp, Esq.                   Mark J. Macenka, Esq.
           Hale and Dorr LLP                Testa, Hurwitz & Thibeault, LLP
            60 State Street                         125 High Street
      Boston, Massachusetts 02109             Boston, Massachusetts 02110
       Telephone: (617) 526-6000               Telephone: (617) 248-7000
        Telecopy: (617) 526-5000                Telecopy: (617) 248-7100

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

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective and certain
other conditions under the merger agreement (described in the joint proxy
statement/prospectus herein) are met or waived.
   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]












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

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>


                       Sources of Additional Information

    This joint proxy statement/prospectus incorporates important business and
 financial information about Open Market that is not included or delivered
 with this document. Such information is available without charge to Open
 Market and FutureTense stockholders upon written or oral request. Contact
 Open Market at One Wayside Road, Burlington, Massachusetts 01803, attn.:
 Eric J. Pyenson, Secretary. Open Market's telephone number is (781) 359-
 3000.

    To obtain timely delivery of requested documents prior to the special
 meeting of Open Market stockholders or the special meeting of FutureTense
 stockholders, you must request them no later than October 6, 1999, which is
 five business days prior to the date of such meetings.

    Also see "Where You Can Find More Information" in this joint proxy
 statement/prospectus.
<PAGE>




                        SPECIAL MEETING OF STOCKHOLDERS
                  MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Open Market and FutureTense:

   The board of directors of Open Market, Inc. and FutureTense, Inc. have
approved a merger agreement that will result in FutureTense becoming a wholly-
owned subsidiary of Open Market.

   If the merger is completed:

  .  Open Market stockholders will continue to own their existing shares of
     Open Market common stock;

  .  each share of FutureTense Series A preferred stock, Series B preferred
     stock and Series C preferred stock you own will be converted into five
     shares of FutureTense common stock;

  .  each share of FutureTense Series D preferred stock you own will be
     converted into one share of FutureTense common stock; and

  .  it is estimated that each share of FutureTense common stock you own,
     including the shares issued upon the conversions described above, will
     be exchanged for between .3590 and .4011 shares of Open Market common
     stock.

   The shares of Open Market common stock to be issued to holders of
FutureTense stock will be determined by a conversion formula. It is estimated
that FutureTense stockholders will receive between 6,800,000 and 7,700,000
shares of Open Market common stock in the merger, or between 18.85% and 21.34%
of the issued and outstanding shares of Open Market common stock following the
merger. A vote in favor of the merger agreement or the related issuance of Open
Market common stock will be effective whether or not the actual shares of Open
Market common stock to be issued in the merger or the actual conversion ratio
falls within the ranges described above. Open Market common stock is quoted on
the Nasdaq National Market under the symbol "OMKT".

   The merger cannot be completed unless FutureTense's stockholders approve the
merger agreement and Open Market stockholders approve the issuance of Open
Market common stock pursuant to the merger agreement. We have scheduled special
meetings for you to vote on the merger agreement and the related issuance of
shares of Open Market common stock. The exact conversion formula will not be
determined by the date of the special meetings. Whether or not you plan to
attend a special meeting, please take the time to vote by completing and
mailing the enclosed proxy card to us. Your vote is very important.

   At the Open Market special meeting, you will also be asked to approve the
adoption of the 1999 Stock Incentive Plan.

      For Open Market stockholders:           For FutureTense stockholders:

          October 13, 1999                        October 11, 1999
          10:00 a.m. local time                   10:00 a.m. local time
            Hale and Dorr LLP                Testa, Hurwitz & Thibeault, LLP
             60 State Street                         125 High Street
       Boston, Massachusetts 02109             Boston, Massachusetts 02110
<PAGE>



   This document provides you with detailed information about the proposed
merger. We encourage you to read this entire document carefully. In particular,
please see the section entitled "Risk Factors" on page 6 of this document for a
discussion of risks associated with the merger.

             Gary B. Eichhorn                       Ronald J. Matros
  President and Chief Executive Officer       President and Chief Executive
            Open Market, Inc.                            Officer
                                                    FutureTense, Inc.


 Neither the United States Securities and Exchange Commission nor any state
 securities commission has approved or disapproved of the Open Market common
 stock to be issued in the merger or determined if this joint proxy
 statement/prospectus is accurate or adequate. Any representation to the
 contrary is a criminal offense.

           Joint Proxy Statement/Prospectus dated September   , 1999

        First mailed to stockholders on or about September 13, 1999
<PAGE>

                               Open Market, Inc.
                                One Wayside Road
                        Burlington, Massachusetts 01803
                               ----------------

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                      To Be Held On October 13, 1999
                               ----------------

To the Stockholders of Open Market:

   A special meeting of stockholders of Open Market, Inc., a Delaware
corporation, will be held on Wednesday, October 13, 1999, at 10:00 a.m., local
time, at Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, for the
following purposes:

  1.To consider and vote upon a proposal to approve the issuance of up to an
  estimated maximum of 7,700,000 shares of Open Market common stock to
  FutureTense stockholders as contemplated by the agreement and plan of
  merger, dated as of July 14, 1999, among Open Market, OM/SA Acquisition
  Corporation, a Delaware corporation and a wholly-owned subsidiary of Open
  Market, and FutureTense, Inc., a Delaware corporation, pursuant to which
  OM/SA Acquisition Corporation will be merged with and into FutureTense,
  with FutureTense being the surviving corporation. If this proposal is
  approved, outstanding FutureTense stock options will be assumed by Open
  Market and will convert into options to purchase up to an additional
  estimated maximum of 1,332,367 shares of Open Market common stock at
  various exercise prices.

  2. To consider and vote upon a proposal to approve the 1999 Stock Incentive
  Plan.

  3.To transact such other business as may properly come before the Open
  Market special meeting or any adjournment or postponement of the Open
  Market special meeting, including without limitation, potential
  adjournments or postponements of the Open Market special meeting for the
  purpose of soliciting additional proxies in order to approve the proposed
  issuance of Open Market common stock in connection with the merger.

   Open Market's board of directors has approved the merger and the merger
agreement and recommends that you vote FOR approval of the proposed issuance of
Open Market common stock in the merger. A vote in favor of the proposed
issuance of Open Market common stock will be effective whether or not the
actual shares of Open Market common stock to be issued in the merger exceeds
7,700,000 shares. We have described the proposal in more detail in the
accompanying joint proxy statement/prospectus, which you should read in its
entirety before voting. A copy of the merger agreement is attached as Annex A
to the accompanying joint proxy statement/prospectus. Open Market's board of
directors has also adopted the 1999 Stock Incentive Plan and recommends that
you vote FOR approval of the 1999 Stock Incentive Plan.

   The close of business on September 7, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at,
the Open Market special meeting or any adjournment or postponement of the
meeting. Only holders of record of Open Market common stock at the close of
business on the record date may vote at the Open Market special meeting.

   The affirmative vote of the holders of a majority of the shares of Open
Market common stock present in person or represented by proxy at the Open
Market special meeting is required to approve the proposed issuance of shares
of Open Market common stock in the merger and the proposed 1999 Stock Incentive
Plan.

   All holders of Open Market common stock are cordially invited to attend the
Open Market special meeting in person. However, to ensure your representation
at the Open Market special meeting, you are urged to complete, sign and return
the enclosed proxy card as promptly as possible in the enclosed postage-prepaid
envelope. You may revoke your proxy in the manner described in the accompanying
joint proxy
<PAGE>

statement/prospectus at any time before it is voted at the Open Market special
meeting. Executed proxies with no instructions indicated thereon will be voted
"FOR" approval of the issuance of Open Market common stock in connection with
the merger. If you fail to return a properly executed proxy card or vote in
person at the Open Market special meeting, the effect will be a vote against
the proposed issuance of Open Market common stock in the merger.

   Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees, who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a
matter that requires the affirmative vote of a certain percentage of the votes
cast or shares voting on a matter, such as each of the items being considered
by the stockholders at the Open Market special meeting.

Burlington, Massachusetts                            Eric J. Pyenson
                                                        Secretary
September 13, 1999

THE BOARD OF DIRECTORS OF OPEN MARKET RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
PROPOSED ISSUANCE OF OPEN MARKET COMMON STOCK IN THE MERGER.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
<PAGE>

                                  FutureTense
                                 43 Nagog Park
                           Acton, Massachusetts 01720
                               ----------------

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                      To Be Held On October 11, 1999
                               ----------------

To the Stockholders of FutureTense:

   A special meeting of stockholders of FutureTense, a Delaware corporation,
will be held on Monday, October 11, 1999, at 10:00 a.m., local time, at Testa,
Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts, for the
following purposes:

  1. To approve and adopt the agreement and plan of merger, dated as of July
  14, 1999, among Open Market, Inc., a Delaware corporation, OM/SA
  Acquisition Corporation, a Delaware corporation and a wholly-owned
  subsidiary of Open Market, and FutureTense, that will result in FutureTense
  becoming a wholly-owned subsidiary of Open Market.

  2. To approve the appointment of Jarrett Collins, currently a director of
  FutureTense, as the indemnification representative (and the appointment of
  Barry Fidelman in the event Mr. Collins is unable to continue as the
  indemnification representative) to act on behalf of the FutureTense
  stockholders in connection with the merger and the escrow agreement
  referred to in the merger agreement.

  3. To transact such other business as may properly come before the
  FutureTense special meeting or any adjournment or postponement of the
  FutureTense special meeting, including without limitation, potential
  adjournments or postponements of the FutureTense special meeting for the
  purpose of soliciting additional proxies in order to approve and adopt the
  merger agreement.

   FutureTense's board of directors has approved the merger agreement and the
appointment of the indemnification representative and recommends that you vote
FOR approval and adoption of the merger agreement and approval of the related
appointment of Jarrett Collins as the indemnification representative under the
escrow agreement referred to in the merger agreement. We have described the
proposals in more detail in the accompanying joint proxy statement/prospectus,
which you should read in its entirety before voting. A copy of the merger
agreement is attached as Annex A to the accompanying joint proxy
statement/prospectus.

   The close of business on September 7, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at,
the FutureTense special meeting or any adjournment or postponement of the
meeting. Holders of record of FutureTense common stock and preferred stock at
the close of business on the record date may vote at the FutureTense special
meeting.

   The affirmative vote of a majority of the outstanding shares of FutureTense
common stock, seventy-five percent of the outstanding shares of FutureTense
Series A preferred stock, Series B preferred stock, Series C preferred stock
and Series D preferred stock, voting together on an as-converted basis with
FutureTense common stock, a majority of the outstanding shares of FutureTense
Series C preferred stock, voting separately as a class, and a majority of the
outstanding shares of FutureTense Series D preferred stock, voting separately
as a class, is required to approve the merger agreement.

   All holders of FutureTense common stock, Series A preferred stock, Series B
preferred stock, Series C preferred stock and Series D preferred stock are
cordially invited to attend the FutureTense special meeting in person. However,
to ensure your representation at the FutureTense special meeting, you are urged
to complete, sign and return the enclosed proxy card as promptly as possible in
the enclosed postage-prepaid envelope. You may revoke your proxy in the manner
described in the accompanying joint proxy statement/prospectus at any time
before it is voted at the FutureTense special meeting. Executed proxies with no
instructions indicated
<PAGE>

thereon will be voted "FOR" adoption of the merger agreement and the
transactions contemplated thereby. If you fail to return a properly executed
proxy card or vote in person at the FutureTense special meeting, the effect
will be a vote against the merger agreement.

Acton, Massachusetts                            Bagepalli Cheluva Krishna
                                                        Secretary
September 13, 1999

THE BOARD OF DIRECTORS OF FUTURETENSE RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
SUMMARY..................................................................   1
RISK FACTORS.............................................................   6
SELECTED HISTORICAL CONSOLIDATED AND UNAUDITED PRO FORMA COMBINED
 FINANCIAL INFORMATION...................................................  17
MARKET PRICE INFORMATION.................................................  21
THE OPEN MARKET SPECIAL MEETING..........................................  22
 General.................................................................  22
 Matters to be Considered................................................  22
 Open Market Board of Directors' Recommendation..........................  22
 Record Date and Voting..................................................  23
 Voting and Revocation of Proxies........................................  23
THE FUTURETENSE SPECIAL MEETING..........................................  25
 General.................................................................  25
 Matters to be Considered................................................  25
 FutureTense Board of Directors' Recommendation..........................  25
 Record Date and Voting..................................................  25
 Voting and Revocation of Proxies........................................  26
THE MERGER...............................................................  28
 Background of the Merger................................................  28
 Joint Reasons for the Merger............................................  31
 Recommendation of the Board of Directors of Open Market; Open Market's
  Reasons for the Merger.................................................  31
 Recommendation of the Board of Directors of FutureTense; FutureTense's
  Reasons for the Merger.................................................  32
 FutureTense's Reasons for the Merger....................................  32
 Opinion of Financial Advisor to Open Market.............................  32
 Interests of Executive Officers and Directors of FutureTense in the
  Merger.................................................................  36
 Treatment of FutureTense Common Stock and Preferred Stock...............  38
 Accounting Treatment of the Merger......................................  38
 Regulatory Approvals....................................................  39
 Material United States Federal Income Tax Considerations................  39
 Nasdaq National Market Quotation........................................  42
 Resales of Open Market Common Stock Issued in Connection with the
  Merger; Affiliate Agreements...........................................  42
 Cautionary Statement Concerning Forward-Looking Statements..............  42
THE MERGER AGREEMENT.....................................................  44
 General.................................................................  44
 Conversion of Shares....................................................  44
 Creation of Escrow......................................................  45
 Treatment of FutureTense Stock Options..................................  45
 Treatment of FutureTense Warrants.......................................  45
 Exchange of Stock Certificates..........................................  45
 Representations and Warranties..........................................  46
 Certain Covenants.......................................................  47
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
 Related Matters After the Merger.........................................  49
 Indemnification of Open Market by Stockholders...........................  50
 Conditions to Obligations to Effect Merger...............................  50
 Termination; Fees and Expenses...........................................  52
 Amendment and Waiver.....................................................  53
OTHER AGREEMENTS..........................................................  54
 Voting Agreements........................................................  54
 Escrow Agreement.........................................................  54
DESCRIPTION OF OPEN MARKET................................................  55
DESCRIPTION OF FUTURETENSE................................................  56
 Business.................................................................  56
 Management's Discussions and Analysis of Financial Condition and Results
  of Operations...........................................................  57
 Management...............................................................  64
 Executive Compensation...................................................  65
 Certain Transactions.....................................................  66
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS...............  68
SECURITY OWNERSHIP OF MANAGEMENT OF OPEN MARKET...........................  76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT OF
 FUTURETENSE..............................................................  77
SECURITY OWNERSHIP OF MANAGEMENT OF OPEN MARKET FOLLOWING THE MERGER......  79
DESCRIPTION OF OPEN MARKET CAPITAL STOCK..................................  80
  General.................................................................  80
  Open Market Common Stock................................................  80
  Description of Series A Junior Participating Preferred Stock............  80
  Open Market Preferred Stock.............................................  81
APPRAISAL RIGHTS..........................................................  82
COMPARISON OF STOCKHOLDER RIGHTS..........................................  84
  General.................................................................  84
  Capitalization..........................................................  84
  Voting Rights...........................................................  84
  Number and Classification of Directors..................................  84
  Removal of Directors....................................................  85
  Filling Vacancies on the Board of Directors.............................  85
  Charter Amendments......................................................  85
  Amendments to By-Laws...................................................  86
  Action by Written Consent...............................................  86
  Notice of Stockholder Actions...........................................  86
  Right to Call Special Meeting of Stockholders...........................  86
  Limitation of Personal Liability of Directors...........................  87
  Dividends...............................................................  87
  Conversion and Redemption...............................................  88
  Liquidation.............................................................  89
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
  Rights Agreement.........................................................  89
  Rights in an Acquisition Event...........................................  90
APPROVAL OF OPEN MARKET'S 1999 STOCK INCENTIVE PLAN .......................  91
  Summary of the 1999 Stock Incentive Plan ................................  91
  Federal Income Tax Consequences .........................................  92
  Open Market Board of Directors' Recommendation ..........................  94
STOCKHOLDER PROPOSALS......................................................  95
LEGAL MATTERS..............................................................  95
EXPERTS....................................................................  95
WHERE YOU CAN FIND MORE INFORMATION........................................  96
FINANCIAL STATEMENTS OF FUTURETENSE........................................ F-1
ANNEXES
  A. Agreement and Plan of Merger
  B. Opinion of PaineWebber Incorporated
  C. Section 262 of the Delaware General Corporation Law
</TABLE>

                                      iii
<PAGE>

                                    SUMMARY

   This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the
merger fully and for a more complete description of the legal terms of the
merger, you should read carefully this entire document and the documents to
which we have referred you. See "Where You Can Find More Information" on page
96. We have included page references parenthetically to direct you to a more
complete description of the topics in this summary.

                                 The Companies

Open Market, Inc.
One Wayside Road
Burlington, Massachusetts 01803
(781) 359-3000

   Open Market develops, markets, licenses and supports a family of application
software products that allow its customers to engage in business-to-business
and business-to-consumer Internet commerce, information commerce and commercial
publishing. Open Market's software includes a wide spectrum of functionality
required to effectively conduct business on the Internet, allowing companies to
attract customers to their Web sites, interest them in acting upon an offer,
complete a transaction and service them once a transaction has been completed.

FutureTense, Inc.
43 Nagog Park
Acton, Massachusetts 01720
(978) 635-3600

   FutureTense is a leading developer of content management software used as a
platform upon which to build e-publishing and e-business applications.
FutureTense's flagship product, the Internet Publishing System, enables
businesses to easily and economically contribute, publish, and share
information throughout an enterprise and with users of the Internet.
FutureTense focuses its marketing efforts towards on-line publishers, financial
service organizations, Fortune 1000 corporations for both Internet and Intranet
use, and large Internet portals.

                                   The Merger

   Through the merger, FutureTense will become a wholly-owned subsidiary of
Open Market. FutureTense stockholders will receive Open Market common stock in
exchange for their shares of FutureTense common stock, Series A preferred
stock, Series B preferred stock, Series C preferred stock and Series D
preferred stock. The merger agreement is attached to this joint proxy
statement/prospectus as Annex A. We encourage you to read the merger agreement
as it is the legal document that governs the merger.

                                 Votes Required

                             (Pages 23 and 25)

   Pursuant to applicable rules of the Nasdaq National Market, approval of the
proposed issuance of Open Market common stock in connection with the merger
requires the affirmative vote of the holders of a majority of the shares of
Open Market common stock present in person or represented by proxy at the Open
Market special meeting because such issuance of shares of Open Market common
stock may exceed 20% of the outstanding shares of Open Market common stock
after the merger. Approval of Open Market's proposed 1999 Stock Incentive Plan
also requires the affirmative vote of the holders of a majority of the shares
of Open Market common stock present in person or represented by proxy at the
Open Market special meeting.

   Approval of the merger agreement requires the vote of a majority of the
outstanding shares of FutureTense common stock, 75% of the outstanding shares
of FutureTense Series A preferred stock, Series B preferred stock, Series C
preferred stock and Series D preferred stock, voting together on an as-
converted basis with the FutureTense common stock, a majority of the
outstanding shares of FutureTense Series C preferred stock, voting separately
as a class, and a majority of the outstanding shares of FutureTense Series D
preferred stock, voting separately as a class.

                                       1
<PAGE>


   The directors and officers who collectively beneficially own approximately
16% of the outstanding voting power of Open Market have already agreed under
voting agreements to vote in favor of the merger agreement.

   The directors, officers, founders and holders of five percent or more of the
outstanding voting power of FutureTense common stock, Series A preferred stock,
Series B preferred stock, Series C preferred stock and Series D preferred stock
who collectively beneficially own approximately 91% of the outstanding voting
power of FutureTense have already agreed under voting agreements to vote in
favor of the merger agreement. In addition, holders of an additional 2% are
contractually bound to vote for the merger under a voting agreement entered
into on January 26, 1996 between FutureTense and its founders.

                      Our Recommendations to Stockholders

                           (Pages 22, 25 and 94)

To Open Market stockholders:

   The Open Market board of directors voted to approve the merger and the
merger agreement and the proposed issuance of Open Market common stock in
connection with the merger. The Open Market board believes that the merger is
advisable and in your best interests and recommends that you vote FOR the
proposed issuance of Open Market common stock in the merger.

   In addition, the Open Market board of directors voted to adopt the 1999
Stock Incentive Plan. The Open Market board believes that the 1999 Stock
Incentive Plan is advisable and in your best interests and recommends that you
vote FOR the 1999 Stock Incentive Plan.

To FutureTense stockholders:

   The FutureTense board of directors voted to approve the merger agreement and
the transactions contemplated thereby. The FutureTense board believes that the
merger is advisable and in your best interests and recommends that you vote FOR
the proposal to approve the merger agreement and the transactions contemplated
thereby.

                          What Holders of FutureTense
                           Common Stock Will Receive
                                   (Page 44)

   Holders of at least two-thirds of each series of FutureTense preferred stock
have agreed to convert their preferred stock to common stock immediately prior
to the merger. As a result, immediately prior to the merger each outstanding
share of FutureTense Series A preferred stock, Series B preferred stock and
Series C preferred stock will be converted into five shares of FutureTense
common stock and each outstanding share of FutureTense Series D preferred stock
will be converted into one share of FutureTense common stock.

   Based upon an agreed upon conversion formula, it is estimated that each
share of FutureTense common stock will be exchanged for between .3590 and .4011
shares of Open Market common stock. The exact conversion ratio will be
determined immediately prior to the closing and may fall outside of the .3590
to .4011 range.

   Open Market will not issue fractional shares of Open Market common stock in
connection with the merger. Instead, cash will be paid with respect to
fractional shares. Additionally, pursuant to a rights agreement between Open
Market and BankBoston N.A., one non-voting preferred stock purchase right will
be issued together with and will attach to each share of Open Market common
stock issued in the merger. For a description of the non-voting preferred stock
purchase rights, see page 80.

   Based on 4,444,468 shares of FutureTense common stock, 380,651 shares of
FutureTense Series A preferred stock (which will be converted into 1,903,255
shares of FutureTense common stock), 754,178 shares of FutureTense Series B
preferred stock (which will be converted into 3,770,890 shares of FutureTense
common stock), 711,842 shares of FutureTense Series C preferred stock (which
will be converted into 3,559,210 shares of FutureTense common stock), and
5,436,837 shares of Series D preferred stock (which will be converted into
5,436,837 shares of FutureTense common stock) outstanding on August 31, 1999,
it is estimated that FutureTense stockholders will receive between 6,800,000
and 7,700,000 shares of Open Market common stock in the merger, or

                                       2
<PAGE>

between 18.85% and 21.34% of the issued and outstanding shares of Open Market
common stock following the merger. This estimate is based on certain
assumptions, including, FutureTense's future results of operations, the amount
of FutureTense transaction costs and expenses and the amount and exercise price
of future option issuances of FutureTense.

                            Conditions to the Merger
                                   (Page 50)

   The completion of the merger depends upon meeting a number of conditions,
including the following:

  .  the approval of the stockholders of Open Market and FutureTense;

  .  all applicable waiting periods, and any extensions of these periods,
     under the Hart Scott Rodino Act shall have expired or otherwise been
     terminated;

  .  the holders of no more than 3% of the outstanding voting stock of
     FutureTense exercise appraisal rights under Delaware General Corporation
     Law;

  .  the approval of the listing on the Nasdaq National Market of the Open
     Market common stock to be issued to FutureTense stockholders in the
     merger;

  .  the receipt of legal opinions regarding material tax consequences of the
     merger; and

  .  other customary contractual conditions specified in the merger
     agreement.

   Certain of the conditions to the merger may be waived by the company
entitled to assert the condition.

                                Indemnification
                                   (Page 50)

   If the merger agreement is approved and the merger occurs, all stockholders
of FutureTense who have not perfected dissenter's rights under the Delaware
General Corporation Law, by receipt of Open Market common stock in the merger,
will be deemed to have agreed to the terms of the escrow agreement referred to
in the merger agreement and to indemnify Open Market against damages due to (1)
the misrepresentation or breach of FutureTense's representations, warranties or
covenants in the merger agreement, (2) claims made by FutureTense stockholders
or former FutureTense stockholders based upon ownership or other stockholder
rights or (3) liability from the failure of FutureTense to file a material tax
return. This obligation to indemnify Open Market is limited to no more than 10%
of the total number of shares of Open Market common stock issued in the merger.
An escrow arrangement will be established at closing to hold this 10% amount.
If the stockholders approve of his selection, Jarrett Collins, currently a
director of FutureTense, will serve as the indemnification representative to
administer the escrow on behalf of all former FutureTense stockholders. The
escrow and indemnification obligations will end one year after closing. At that
time, if Open Market has not made a claim for the escrowed property, the
escrowed property will be released to the former FutureTense stockholders.

                         No Solicitation by FutureTense
                                   (Page 48)

   FutureTense has agreed that it will not initiate or engage in any discussion
regarding a business combination of FutureTense with any other party.
FutureTense has further agreed to cause each of its officers, directors,
employees, representatives and agents not to do any of these things.

                      Termination of the Merger Agreement
                                   (Page 52)

   Open Market and FutureTense can mutually agree to terminate the merger
agreement without completing the merger, and either Open Market or FutureTense
can terminate the merger agreement if any of the following occurs:

  .  the other party breaches any material representation, warranty or
     covenant under the merger agreement;

  .  the approval of the stockholders of Open Market is not obtained;

  .  the merger is not completed by January 7, 2000; or
                                       3
<PAGE>


  .  in the event that before January 7, 2000 because:

    (1) Open Market is sold pursuant to a sale, tender offer or other
        transaction, the issuance of the shares of Open Market are not
        approved by the stockholders of Open Market and FutureTense has
        satisfied certain closing conditions and FutureTense is not
        otherwise in breach of the merger agreement, or

    (2) the merger agreement is terminated by FutureTense prior to January
        7, 2000 if the above circumstances arise,

     upon the closing of the sale, tender offer or other transaction, Open
     Market will pay FutureTense $5,000,000.

                          Opinion of Financial Advisor
                                   (Page 32)

   In deciding to approve the merger, Open Market's board of directors received
an opinion from its financial advisor PaineWebber Incorporated as to the
fairness of the purchase price from a financial point of view. The full text of
the opinion is attached as Annex B to this joint proxy statement/prospectus and
should be read carefully in its entirety. The opinion of PaineWebber is
directed to the board of directors of Open Market and does not constitute a
recommendation to any stockholder with respect to matters relating to the
merger.

   Interests of Executive Officers and Directors of FutureTense in the Merger
                                   (Page 36)

   In considering the recommendation of the FutureTense board of directors, you
should be aware of the interests that executive officers and directors of
FutureTense have in the merger. These include:

  .  acceleration of vesting of stock options;

  .  employment and consulting agreements;

  .  indemnification and directors and officers' liability insurance; and

  .  becoming officers and/or directors of Open Market.

   In discussing the fairness of the merger to stockholders of FutureTense,
FutureTense's board of directors took into account these interests. These
interests are different from and in addition to your and their interests as
stockholders. The executive officers and directors have stock options that will
be converted under the terms of FutureTense's stock option plan into options to
purchase shares of Open Market common stock. As of August 31, 1999, the
executive officers and directors of FutureTense held stock options to purchase
an aggregate of 1,557,500 shares of FutureTense common stock of which
approximately 571,401 shares are exercisable. Assuming the merger is completed
in October 1999, approximately 823,519 shares of FutureTense

common stock will become exercisable upon completion of the merger. In
addition, as of August 31, 1999, executive officers and directors held
1,767,540 shares of FutureTense common stock (including shares of preferred
stock which are convertible into common stock), of which 425,000 are subject to
FutureTense's right to repurchase. Assuming the merger is completed in October
1999, FutureTense's right to repurchase will terminate with respect to an
additional 340,000 of these shares. FutureTense has the right to issue options
to purchase approximately 390,500 additional shares of FutureTense common stock
to its employees prior to the closing of the merger.

   Open Market has entered into employment agreements with Ronald J. Matros,
Carol J. Mitchell, Julie A. Melbin, Daniel E. Latham and Bagepalli Cheluva
Krishna, which become effective upon completion of the merger. These agreements
provide for option grants, bonus plan participation, noncompetition provisions
and severance payments. In addition, Open Market has entered into a one year
consulting agreement with Howard Webber.

                              Accounting Treatment
                                   (Page 38)

   We expect the merger to qualify as a pooling of interests under United
States generally accepted accounting principles, which means that for
accounting and financial reporting purposes, Open Market will treat Open Market
and FutureTense as if they had always been a combined entity.

                                       4
<PAGE>


                             Material United States
                       Federal Income Tax Considerations
                                   (Page 39)

   We have structured the merger so that no gain or loss generally will be
recognized by FutureTense stockholders for federal income tax purposes on the
exchange of shares of FutureTense common stock, Series A preferred stock,
Series B preferred stock, Series C preferred stock or Series D preferred stock
for shares of Open Market common stock.

   Tax matters are very complicated, and the tax consequences of the merger to
you will depend on the facts of your own situation. You should consult your tax
advisor for a full understanding of the tax consequences of the merger to you.

                           FutureTense Stockholders'
                               Right of Appraisal
                                   (Page 82)

   Under Delaware law, FutureTense stockholders who vote against the merger and
comply with notice requirements and other procedures will have the right to
receive the "fair value" of their shares in cash rather than the Open Market
common stock specified in the merger agreement. "Fair value" will be determined
by a Delaware court and may be more than, the same as, or less than the value
of the consideration to be paid to other FutureTense stockholders. In addition
to reading "Appraisal Rights," see Annex C which sets forth Section 262 of the
Delaware corporation statute.

                               How the Rights of
                            FutureTense Stockholders
                               Will Differ as an
                            Open Market Stockholder
                                   (Page 84)

   The rights of investors as stockholders of Open Market after the merger will
be governed by Open Market's charter and by-laws. Those rights differ from
rights of FutureTense stockholders under FutureTense's charter and by-laws.

                           Forward-Looking Statements
                              May Prove Inaccurate
                                   (Page 42)

   We have made forward-looking statements in this document (and in documents
that are incorporated by reference) that are subject to risks and
uncertainties. Forward-looking statements include the information concerning
possible or assumed future results of operations of Open Market, including the
anticipated cost savings and revenue enhancements from the merger. Also, when
we use words such as "believes", "expects", "anticipates" or similar
expressions, we are making forward-looking statements. Stockholders should note
that many factors could affect the future financial results of Open Market and
FutureTense, and could cause these results to differ materially from those
expressed in our forward-looking statements. These factors include the
following:

  .  the risk that we are unable to achieve the anticipated cost savings and
     revenue enhancements;

  .  the risk that we encounter greater than expected costs and difficulties
     related to the integration of the businesses of Open Market and
     FutureTense;

  .  the risk that we are unable to firmly develop, introduce and gain
     customer acceptance of new products;

  .  economic, political and competitive forces affecting our businesses; and

  .  the risk that our analyses of these risks and forces could be incorrect
     and/or that the strategies developed to address them could be
     unsuccessful.

                         Open Market Price Information
                                   (Page 21)

   Shares of Open Market common stock are listed on the Nasdaq National Market.
On July 13, 1999, the last full trading day prior to the public announcement of
the proposed merger, Open Market common stock closed at $14.9375 per share. On
September   , 1999, Open Market common stock closed at $           per share.

                                       5
<PAGE>

                                 RISK FACTORS

   You should carefully consider the following risk factors relating to the
merger before you decide whether to vote to approve and adopt the merger
agreement and the proposed issuance of Open Market common stock in connection
with the merger You should also consider the other information in this joint
proxy statement/prospectus and the additional information in Open Market's
other reports on file with the SEC and in the other documents incorporated by
reference in this joint proxy statement/prospectus. See "Where You Can Find
More Information" on page 96.

Risks Relating to the Merger

 FutureTense stockholders may never receive 10% of the shares of Open Market
 common stock issued in the merger.

   Ten percent of the shares of Open Market common stock that would otherwise
be received by FutureTense stockholders in the merger will be placed in
escrow. The escrow will terminate one year after the date of the merger if
Open Market makes no claims for indemnification. Open Market may recover
damages out of this escrow resulting from breaches by FutureTense of
representations, warranties, and covenants contained in the merger agreement
and upon other contingencies and events described in the merger agreement.
Therefore, FutureTense stockholders may never receive the 10% of the shares of
Open Market common stock issued in the merger and placed into escrow.

 Open Market may face challenges in integrating Open Market and FutureTense
 and, as a result, may not realize the expected benefits of the anticipated
 merger.

   Integrating the operations and personnel of Open Market and FutureTense
will be a complex process, and Open Market is uncertain that the integration
will be completed rapidly or will achieve the anticipated benefits of the
merger. The successful integration of our companies will require, among other
things, integration of our sales and marketing groups and coordination of our
development efforts. The diversion of the attention of our management and any
difficulties encountered in the process of combining our companies could cause
the disruption of, or a loss of momentum in, the activities of the combined
company's business. Further, the process of combining our companies could
negatively affect employee morale and the ability of the combined company to
retain some of its key employees after the merger. In addition, the
announcement and completion of the merger could cause customers to delay or
change orders for products as a result of uncertainty over the integration of
our software products. The inability to successfully integrate the operations
and personnel of Open Market and FutureTense, or any significant delay in
achieving integration, could have a material adverse effect on the business,
financial condition and operating results of the combined company after the
merger.

 Open Market's stock price is volatile and the value of the Open Market common
 stock issued in the merger will depend on its market price at the time of the
 merger, and no adjustment will be made as a result of changes in the market
 price of Open Market's common stock.

   Under the merger agreement, the conversion ratios used to determine the
number of shares of Open Market's common stock that FutureTense stockholders
will receive is unaffected by the share price of Open Market's common stock.
Increases in the value of Open Market's common stock will result in a higher
price being paid by Open Market for FutureTense and more value received by
FutureTense stockholders in the merger. Decreases in the value of Open
Market's common stock will result in a lower price being paid by Open Market
for FutureTense and less value received by FutureTense stockholders in the
merger. It is likely that you will not know the value of Open Market's common
stock to be issued in the merger at the time of either the Open Market special
meeting of stockholders or the FutureTense special meeting of stockholders.
Under the merger agreement, neither Open Market nor FutureTense will have the
right to terminate or renegotiate the merger agreement or to resolicit proxies
as a result of any increase or decrease in the value of Open Market's common
stock. The market price of Open Market's common stock, like that for the
shares of many other high technology and Internet companies, has been and may
continue to be volatile. For example, from January 1, 1997 to June 30, 1999,
the Open Market common stock traded as high as $27.00 per share and

                                       6
<PAGE>

as low as $4.25 per share. Recently, the stock market in general and the shares
of software and Internet companies in particular have experienced significant
price fluctuations. The market price may continue to fluctuate significantly in
response to various factors, including:

  .  quarterly variations in operating results or growth rates;

  .  the announcement of technological innovations;

  .  the introduction of new products by Open Market and its competitors;

  .  changes in estimates by securities analysts;

  .  market conditions in the industry;

  .  announcements and actions by competitors;

  .  regulatory and judicial actions; and

  .  general economic conditions.

 Significant merger-related charges against earnings will increase Open
 Market's losses in the quarter in which we consummate the merger and during
 the post-merger integration period.

   We expect to incur charges of approximately $4.0 million in connection with
the merger which relates to fees, legal and accounting services and other
integration costs. These costs may be higher than we anticipate. In addition,
we may incur other additional unanticipated merger costs. These costs may delay
the anticipated benefits of the merger. Some of these nonrecurring costs will
be charged to operations in the fiscal quarter in which the merger is
consummated while others will be expensed as incurred during the post-merger
integration period. The Unaudited Pro Forma Combined Balance Sheet reflects
these estimated transaction costs, but the effects of these costs are not
reflected in the Unaudited Pro Forma Combined Statements of Operations.

 Customers of Open Market and FutureTense may delay or cancel orders as a
 result of concerns over the merger.

   The announcement and closing of the merger could cause customers and
potential customers of Open Market and FutureTense to delay or cancel orders
for products as a result of customer concerns and uncertainty over product
evolution, integration and support over the combined company's products. Such a
delay or cancellation of orders could have a material adverse effect on the
business, operating results and financial condition of Open Market or
FutureTense.

Risks Relating to Open Market

 Demand for Open Market's products may decrease if Open Market is unable to
 adapt continually to rapid changes in the market for Internet-based software
 applications.

   The market for Internet-based software applications is characterized by
rapid technological change. As a result, there is uncertainty about the
widespread acceptance of new products that can cause significant delays in the
sales cycle. The introduction of product or service enhancements or new
products or services embodying new technologies, industry standards, or
customer requirements could supplant or make our existing products and services
obsolete. Open Market must continue to upgrade its technologies and
commercialize products and services incorporating such technologies, which may
lengthen Open Market's sales cycles.

 Open Market's operating results are largely dependent upon the continued
 development and acceptance of Internet commerce.

   The market for our Internet products and services has only recently begun to
develop, is rapidly evolving and has an increasing number of market entrants
that have introduced and developed products and services for Internet commerce
that compete with Open Market. Open Market's future operating results depend
upon the development and growth of the market for Internet-based packaged
software applications, including electronic commerce applications. The
widespread acceptance of electronic commerce in general and, in particular, the

                                       7
<PAGE>

Internet as a sales, marketing, order receipt and processing medium are highly
uncertain and subject to a number of risks. The following critical issues
remain unresolved and may impact the growth of Internet commerce:

  .  security;

  .  reliability;

  .  ease of use;

  .  quality;

  .  service; and

  .  government regulation.

If the Internet commerce market fails to continue to develop or develops more
slowly than expected, Open Market's business, operating results and financial
condition could be materially adversely affected.

 Government regulation of and legal uncertainties relating to the Internet may
 adversely affect Open Market's ability to market products facilitating
 Internet commerce.

   Open Market is not currently subject to direct regulation by any U.S.
government agency, other than regulations applicable to businesses generally,
and there are currently few laws or regulations directly applicable to access
to, or commerce on, the Internet. Moreover, the applicability to the Internet
of existing laws governing issues such as property ownership, libel and
personal privacy is uncertain. However, due to the increasing popularity and
use of the Internet, it is possible that a number of laws and regulations may
be adopted with respect to the Internet both in the U.S. and internationally,
covering issues such as user privacy, taxation, the content of products and the
nature of services. The adoption of any such laws or regulations may decrease
the growth of the Internet or inhibit electronic commerce, which could in turn
adversely affect Open Market's business, operating results or financial
condition. Due to the encryption technology contained in Open Market's
products, such products are subject to U.S. export controls. U.S. export
controls, either in their current form or as may be subsequently enacted, may
delay the introduction of new products or limit Open Market's ability to
distribute products outside of the United States. In addition, federal or state
legislation or regulation may further limit levels of encryption or
authentication technology. Further, various countries regulate the import of
certain encryption technology and have adopted laws relating to personal
privacy issues that could limit our ability to distribute products in those
countries. Any such export or import restrictions, new legislation or
regulation or government enforcement of existing regulations could have a
material adverse effect on Open Market's business, operating results and
financial condition.

 The sales cycles for Open Market's products may be lengthy due to the
 complexity of Open Market's products and could negatively impact Open Market's
 operating results.

   Open Market's products are complex and prospective customers often must make
significant investment decisions to purchase Open Market's products.
Accordingly, licensing such complex software products may require Open Market
to provide a significant level of education to prospective customers regarding
the use and benefits of its products, which may be time consuming. As a result,
Open Market's sales cycles may be lengthy and subject to a number of
significant delays. Delays due to lengthy sales cycles or delays in Open
Market's generation of customers or deployment of its Internet commerce
products could have a material adverse effect on Open Market's business,
operating results and financial condition and could be expected to cause Open
Market's operating results to vary significantly from quarter to quarter.

 Failure to provide secure transmission of information over the Internet could
 adversely impact the acceptance of Open Market's Internet commerce products.

   A significant barrier to market acceptance of online commerce and
communication is the concern regarding the secure exchange of valuable and
confidential information over public networks. Open Market

                                       8
<PAGE>

relies on encryption and authentication technology to provide the security and
authentication necessary to effect the secure exchange of valuable and
confidential information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography or other events or
developments (such as break-ins and similar disruptive problems caused by
Internet users) will not result in a compromise or breach of algorithms used by
Open Market in Open Market's products to protect customer transaction data. If
any such compromise or breach were to occur, it could have a material adverse
effect on Open Market's business, financial condition, and operating results.

 Demand for Open Market's products may decrease if Open Market cannot compete
 successfully in the Internet commerce software market.

   The market for Internet commerce software is new and intensely competitive.
The Internet is characterized by an increasing number of market entrants that
have introduced or developed products and services for commerce on the
Internet. Open Market's failure to introduce new products, services or product
enhancements on a timely basis may delay or hinder market acceptance and allow
competitors to gain a greater market share than Open Market. Many of Open
Market's competitors have greater financial, technical and marketing resources
and greater name recognition than Open Market does. Due to competition, Open
Market may have to reduce the prices of its products substantially or introduce
lower-priced lines of products to gain greater market share. Open Market's
operating results will be affected by the number of competitors it has and
their pricing strategies and market acceptance of their products. Open Market
cannot assure you that it will be able to compete successfully against these
companies.

 Open Market will depend on the continued service of its key technical and
 senior management personnel after the merger to secure, maintain and enhance
 its industry position.

   Open Market's future success depends in significant part upon the continued
service of its key technical and senior management personnel, and its
continuing ability to attract and retain highly qualified technical and
managerial personnel in a highly competitive market. Open Market's ability to
establish and maintain a position of technology leadership in the Internet
commerce industry depends in large part upon the skills of its development
personnel.

 Fluctuations in Open Market's quarterly revenue and operating results may
 result in reduced profitability and lead to reduced prices for its stock.

   Open Market's expense levels are fixed in advance and are based in part on
its expectations as to future revenues. Quarterly sales and operating results
will generally depend on the volume and timing of orders received within the
quarter. Open Market may be unable to adjust spending in a timely manner to
compensate for unexpected revenue shortfalls. Open Market expects in the future
to experience significant fluctuations in quarterly operating results that may
be caused by many factors, including, among other things, the following:

  .  the number, timing and significance of product enhancements and new
     product announcements by Open Market or its competitors;

  .  the length of Open Market's sales cycle;

  .  market acceptance of, and demand for, Open Market's products;

  .  the pace of development of electronic commerce conducted on the
     Internet;

  .  customer order deferrals in anticipation of enhancements or new products
     offered by Open Market or Open Market's competitors;

  .  non-renewal of service agreements;

  .  software defects and other product quality problems;

  .  Open Market's ability to attract and retain key personnel;

  .  the extent of international sales;

                                       9
<PAGE>

  .  changes in the level of operating expenses; and

  .  general economic conditions.

   As a result, Open Market's operating results in future quarters may be below
the expectations of market analysts and investors. In that event, the price of
Open Market's common stock would likely decrease.

 Difficulties presented by international markets could negatively impact Open
 Market's business.

   For the fiscal year ended December 31, 1998, Open Market's international
gross sales comprised approximately 32% of its total gross sales. A downturn in
foreign economies may result in decreased sales of Open Market's products.
Generally, sales and manufacturing operations are subject to the risks normally
associated with international operations, including the following:

  .  currency conversion risks and currency fluctuations limitations,
     including taxes, on the repatriation of earnings;

  .  political instability, civil unrest and economic instability;

  .  greater difficulty enforcing intellectual property rights and weaker
     laws protecting such rights;

  .  greater difficulty and expense in conducting business abroad;

  .  complications in complying with foreign laws and changes in governmental
     policies;

  .  transportation delays and interruptions; and

  .  the imposition of tariffs.

   These risks could negatively impact international sales and manufacturing
operations, which could have a material adverse effect on Open Market's
business, financial condition and operating results.

 Open Market will continue to depend on intellectual property rights to protect
 its products although it may not always be able to protect such rights.

   Open Market's success is dependent to a significant degree on its
proprietary software technology. Open Market provides its products to end users
generally under non-exclusive, non-transferable licenses for the term of the
agreement, which is usually in perpetuity. Open Market's policy is to enter
into confidentiality and assignment agreements with its employees, consultants,
and vendors and generally to control access to, and distribution of, its
software, documentation, and other proprietary information. Notwithstanding
these precautions, it may be possible for a third party to copy or otherwise
obtain and use Open Market's software or other proprietary information without
authorization or to develop similar software independently. Although Open
Market holds five U.S. patents covering certain aspects or uses of electronic
commerce software, it cannot be sure of the degree of intellectual property
protection such patents will provide. Policing unauthorized use of Open
Market's products is difficult, particularly because the global nature of the
Internet makes it difficult to control the ultimate destination or security of
software or other data transmitted. The laws of other countries may afford Open
Market little or no effective protection of its intellectual property. There
can be no assurance that the steps taken by Open Market will prevent
misappropriation of its technology or that agreements entered into for that
purpose would be enforceable.

 Other parties may claim that Open Market has infringed their intellectual
 property rights and such claims may interrupt Open Market's regular business
 operations.

   In the future, other parties may assert claims for infringement or
invalidity (or claims for indemnification from Open Market customers resulting
from infringement claims) against Open Market for violation of patent,
trademark, copyright or other proprietary rights as a result of the use by Open
Market, Open Market's customers or other third parties of Open Market's
products to transmit, disseminate, or display information over or on the
Internet. Such claims are likely to become increasingly prevalent as the
Internet gains more

                                       10
<PAGE>

widespread use and new parties enter already competitive markets where
intellectual property rights are essential to conducting business. Any such
claims, with or without merit, could be time consuming to defend, result in
costly litigation, divert management's attention and resources, cause product
shipment delays, or require us to enter into royalty or licensing agreements.
There can be no assurance that any licenses would be available on reasonable
terms, if at all, and the assertion or prosecution of any such claims could
have a material adverse effect on Open Market's business, financial condition
and operating results.

 Open Market's products may contain undetected defects which may prove costly
 and time-consuming for Open Market to correct.

   Sophisticated software products, such as those Open Market produces and
markets, may contain undetected errors or failures that become apparent when
Open Market introduces the products or when it provides an increased volume of
services. Open Market cannot assure you that its testing and its potential
customers will detect all errors in Open Market's products prior to licensing
or sale. Correcting such errors may result in loss of revenues, delay in market
acceptance, diversion of development resources, damage to Open Market's
reputation, or increased service and warranty costs, which would have a
material adverse effect on Open Market's business, financial condition and
operating results.

 Open Market may need to engage in litigation to protect its intellectual
 property rights in the competitive market for Internet software products and
 services.

   Litigation may be necessary in the future to enforce Open Market's
intellectual property rights, to protect its patents, copyrights, trademarks or
trade secrets, to determine the validity and scope of the proprietary rights of
others, or to defend against claims of infringement or invalidity. Such
litigation, whether successful or unsuccessful, could result in substantial
costs and diversions of resources, which may have a material adverse effect on
Open Market's business, financial condition and operating results. Litigation
regarding intellectual property rights, copyrights, trademarks and patents is
increasingly common in the software industry. Intellectual property litigation
is complex and expensive and the outcome of such litigation is difficult to
predict.

 Delays in Open Market's planned release schedule may result in a loss of
 market share.

   Delays in the planned release of Open Market's new products may adversely
affect forecasted revenues and create operational inefficiencies resulting from
staffing levels designed to support the forecasted revenues. Open Market's
failure to introduce new products, services or product enhancements on a timely
basis may delay or hinder market acceptance and allow competitors to gain
greater market share than Open Market.

 Open Market may not be able to retain key employees of FutureTense.

   Because of the high valuation Open Market placed on FutureTense, its key
founders and employees have received or will receive a substantial number of
Open Market shares and can sell these shares at substantial gains. In many
cases, these individuals could become financially independent through these
sales, before the products of either company have fully matured into
commercially deliverable products commanding reasonable market share.
Additionally, startup and other companies will seek out these individuals due
to the financial result they have achieved for their investors. Under the
circumstances, Open Market faces a difficult and significant task of retaining
and motivating the key personnel of FutureTense to stay committed to Open
Market. Open Market has entered into employment agreements with only six
employees of FutureTense. Open Market may nonetheless be unsuccessful in
retaining these employees or any other FutureTense employees.

 Open Market has a limited operating history.

   Open Market began operations in 1994. Open Market's ability to successfully
market its existing products and to develop and market new products must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets like the Internet.

                                       11
<PAGE>

 The failure of Open Market's software products and internal computer systems
 and software programs to be year 2000 compliant could negatively impact its
 business.

   Many currently installed computer systems and software products only accept
two digits to identify the year in any date. Thus, the year 2000 will appear
as "00," which a system might consider to be the year 1900 rather than the
year 2000. This could result in software product failures, system failures,
delays or miscalculations causing disruptions to Open Market's operations.
Open Market has begun and will continue to assess the impact of year 2000 date
recognition problems on its commercial products and internal systems. Open
Market cannot be certain that it will identify all of the potential risks to
its business that could result from year 2000-related issues. However, Open
Market has identified the following risks of which you should be aware:

  .  Year 2000 problems that affect Open Market's internal systems. Open
     Market has relied on the representations and certifications by its
     software vendors regarding the year 2000 readiness of its information
     technology systems and has not conducted extensive independent testing
     of these systems. It is possible that these systems could contain
     undetected problems that could cause serious disruptions which would
     have a material adverse effect on Open Market's business, financial
     condition and operating results.

  .  Year 2000 problems that affect Open Market's software products. Open
     Market is implementing a detailed year 2000 test procedure for the phase
     review and software release process to ensure that its software products
     will be year 2000 compliant. This testing began in October 1998, and
     Open Market expects that such testing will continue through 1999 and
     into 2000. As part of this process, Open Market must also determine,
     through a combination of internal and external testing, whether the
     components of its software products supplied to Open Market by vendors
     are year 2000 compliant. Open Market cannot be certain that such testing
     will detect all potential year 2000 problems. The failure of Open
     Market's products to be year 2000 compliant could result in claims by or
     liability to Open Market's customers, which could have a material
     adverse effect on Open Market's business, financial condition and
     operating results.

  .  The costs associated with remedying year 2000 problems. Open Market has
     assessed the cost of achieving year 2000 compliance to be in the range
     of $700,000 to $1 million. To date, Open Market has incurred costs of
     approximately $700,000 for its year 2000 projects. Such costs may
     include those for research and development, capital equipment, outside
     software tools, outside contractors or internal resources which may be
     allocated to year 2000 projects. There can be no assurance that these
     costs will not increase or be subject to reassessment as testing of Open
     Market's products and essential technology information systems
     continues. Open Market may incur significant costs to avoid disruptions
     in customer service, technical support, access to on-line services and
     products and product functionality. Failure to contain costs could have
     a material adverse effect on Open Market's business, financial condition
     and results of operations.

Risks Relating to FutureTense

 FutureTense expects to incur future losses.

   FutureTense incurred net losses of $2.6 million for the year ended December
31, 1996, $4.5 million for the year ended December 31, 1997 and $6.4 million
for the year ended December 31, 1998. As of June 30, 1999, FutureTense had an
accumulated deficit of $17.8 million. FutureTense has not achieved
profitability and as an independent company FutureTense would expect to incur
net losses for the foreseeable future as it would continue to incur
significant product development, sales and marketing, and administrative
expenses. As a result, FutureTense would need to generate significant revenues
to achieve and maintain profitability. Although FutureTense's revenues have
grown significantly in recent quarters, FutureTense cannot be certain that it
can sustain these growth rates or that it will achieve sufficient revenues for
profitability. If FutureTense does achieve profitability, FutureTense cannot
be certain that it can sustain or increase profitability on a quarterly or
annual basis in the future.

                                      12
<PAGE>

 FutureTense has a limited operating history with its Internet Publishing
 System.

   FutureTense began operations as an independent company in 1995. FutureTense
launched the Internet Publishing System, or IPS, in June 1998. FutureTense's
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies focusing on a new product line,
particularly companies in the new and rapidly evolving market for Web-based
interactive business solutions.

 FutureTense is growing rapidly and effectively managing its growth may be
 difficult.

   FutureTense has significantly increased its employee base to meet increasing
demand for its products and services. FutureTense's revenues have increased
from $187,000 for the year ended December 31, 1997 to $2.4 million for the year
ended December 31, 1998 and $3.0 million for the six months ended June 30,
1999. FutureTense's management and operations have been strained by this growth
and will continue to be strained should rapid growth continue. To compete
effectively and to manage future growth, FutureTense must continue to improve
its financial and management controls, reporting systems and procedures on a
timely basis. FutureTense must also expand, train and manage its employee base.
If FutureTense is not successful managing growth, its business may be harmed.

 FutureTense will need additional financing in the future.

   While FutureTense currently has a line of credit with a bank and is
negotiating additional borrowings from the bank and Open Market, FutureTense
expects to need additional funding for its operations if the closing of the
merger does not occur before January 7, 2000. FutureTense may also need
additional funding before that date and such funding may not be available on
reasonable terms, if at all. Additional indebtedness incurred by FutureTense
may decrease the proceeds to FutureTense's stockholders in the merger.

 FutureTense may lose access to third-party technology used in its products.

   FutureTense incorporates into its product technology licensed from third
parties, such as Netscape. The loss of access to this technology could result
in delays in the licensing of current products and the development and
introduction of new products or enhancements until equivalent or replacement
technology could be accessed, if available, or developed internally, if
feasible. These delays could have a material adverse effect on our business,
operating results and financial condition. It is possible that technology from
third parties will not be available to us on commercially reasonable terms, if
at all.

 FutureTense faces intense competition for content management software which
 could make it difficult to acquire and retain clients.

   The Internet software market is intensely competitive. FutureTense's
clients' requirements and the technology available to satisfy those
requirements continually change. FutureTense expects competition to persist and
intensify in the future.

   FutureTense's principal competitors include in-house development efforts by
potential clients or partners and other software vendors that address content
management, such as Vignette and Inso Corporation. In addition, FutureTense may
face competition from companies that develop application servers if they begin
to develop products with functionality similar to its products. These
companies, as well as some other competitors, have longer operating histories
and significantly greater financial, technical, marketing and other resources
than FutureTense does. Many of these companies can also leverage extensive
customer bases and adopt aggressive pricing policies to gain market share. It
is possible that new competitors or alliances among competitors may emerge and
rapidly acquire significant market share.

   Competitive pressure may make it difficult for FutureTense to acquire and
retain clients and may require FutureTense to reduce the price of its products
and services. FutureTense cannot be certain that it will be able to compete
successfully with existing or new competitors. If FutureTense fails to compete
successfully with existing or new competitors, FutureTense's business,
operating results and financial condition would be materially adversely
affected.


                                       13
<PAGE>

 FutureTense's business will be adversely affected if web-based electronic
 business solutions are not widely adopted.

   FutureTense's content management solutions address the needs of a new and
emerging market for Web-based, interactive electronic business solutions.
Therefore, its future success depends substantially upon the widespread
adoption of the Web as a primary medium for commerce and business
applications. The failure of this market to develop, or a delay in the
development of this market, would have a material adverse effect on
FutureTense's business, financial condition and operating results. Critical
issues concerning the commercial use of the Web, such as security,
reliability, cost, accessibility and quality of service, remain unresolved and
may negatively affect the growth of Web use or the attractiveness of commerce
and business communication over the Web. In addition, the Web could lose its
viability due to delays in the development or adoption of new standards and
protocols to handle increased activity or due to increased government
regulation and taxation of Internet commerce.

 FutureTense's performance will depend on the new market for content
 management software.

   The market for content management software is new and rapidly evolving.
FutureTense expects that it will continue to need intensive marketing and
sales efforts to educate prospective clients about the uses and benefits of
its products and services. Accordingly, FutureTense cannot be certain that a
viable market for its products will emerge or be sustainable. Enterprises that
have already invested substantial resources in other methods of conducting
business may be reluctant or slow to adopt a new approach that may replace,
limit or compete with their existing systems.

 If FutureTense is unable to meet the rapid changes in Internet technology its
 existing products and services could become obsolete.

   The market for FutureTense's products is marked by rapid technological
change, frequent new product introductions and Internet-related technology
enhancements, uncertain product life cycles, changes in client demands and
evolving industry standards. FutureTense cannot be certain that it will
successfully develop and market new products and services, new product
enhancements or new products compliant with present or emerging Internet
technology standards. New products based on new technologies or new industry
standards can render existing products obsolete and unmarketable. To succeed,
FutureTense will need to enhance its current products and services and develop
new products and services on a timely basis to keep pace with developments
related to Internet technology and to satisfy the increasingly sophisticated
requirements of its clients. Any delays in developing and releasing enhanced
or new products and services could have a material adverse effect on
FutureTense's business, operating results and financial condition.

 FutureTense's quarterly results often depend on a small number of large
 orders.

   FutureTense derives a significant portion of its software license revenues
in each quarter from a small number of relatively large orders. FutureTense's
operating results could be materially adversely affected if it were unable to
complete one or more substantial license sales in any future period. In
addition, small delays in customer orders or product implementations can cause
significant variability in its license revenues and operating results for any
particular period. Because FutureTense derives a substantial portion of its
revenue from the sale of products with related installation services,
FutureTense's revenue recognition policy requires it to substantially complete
the implementation of these products before it can recognize software license
revenue. Therefore any end of quarter delays in product implementation could
materially adversely affect operating results for that quarter.

 FutureTense develops complex software products susceptible to software errors
 or defects that could result in lost revenues, or delayed or limited market
 acceptance.

   Complex software products such as FutureTense's often contain errors or
defects, particularly when first introduced or when new versions or
enhancements are released. Despite internal testing and testing by current and
potential customers, FutureTense's current and future products may contain
serious defects, including year 2000 errors. Serious defects or errors could
result in lost revenues or a delay in market acceptance, which

                                      14
<PAGE>

would have a material adverse effect on FutureTense's business, operating
results and financial condition. In addition, since FutureTense's clients use
its products for mission critical applications such as Internet commerce,
errors, defects or other performance problems could result in financial or
other damages to FutureTense's clients. They could seek damages for losses
from FutureTense, which, if successful, could have a material adverse effect
on its business, operating results or financial condition. Furthermore, any
product liability claim brought against FutureTense, even if not successful,
would likely be time consuming and costly.

 FutureTense's business is based on its intellectual property and it could
 incur substantial costs defending its intellectual property from infringement
 or a claim of infringement.

   In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. FutureTense could
incur substantial costs to prosecute or defend any such litigation. Although
FutureTense is not currently involved in any intellectual property litigation,
it may be a party to litigation in the future to protect its intellectual
property or as a result of an alleged infringement of others intellectual
property, forcing FutureTense to do one or more of the following:

  .  cease selling, incorporating or using products or services that
     incorporate the challenged intellectual property;

  .  obtain from the holder of the infringed intellectual property right a
     license to sell or use the relevant technology, which license may not be
     available on reasonable terms; and

  .  redesign those products or services that incorporate such technology.

   FutureTense relies on a combination of patent, trademark, trade secret and
copyright law and contractual restrictions to protect its technology. These
legal protections provide only limited protection. If FutureTense litigated to
enforce its rights, it would be expensive, divert management resources and may
not be adequate to protect its business.

 FutureTense may be unable to hire and retain the skilled personnel it needs.

   Qualified personnel are in great demand throughout the software industry.
The demand for qualified personnel is particularly acute in the New England
area, due to the large number of software companies and the low unemployment
in the region. FutureTense's success depends in large part upon its ability to
attract, train, motivate and retain highly skilled employees, particularly
marketing personnel, software engineers and other senior personnel.
FutureTense's failure to attract and retain the highly trained technical
personnel that are integral to its product development, professional services
and support teams may limit the rate on which FutureTense can develop new
products or product enhancements. This could have a material adverse effect on
FutureTense's business, operating results and financial condition.

 FutureTense's software often requires a lengthy installation process.

   Implementation of FutureTense's product may be a lengthy process and may
require participation by its professional services group. FutureTense may not
be able to expand that group or train and retain third-party implementors to
meet the needs of its clients. This may limit FutureTense's ability to make
sales in the future.

 FutureTense may be affected by unexpected year 2000 problems.

   Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This year 2000 problem could result
in miscalculations, data corruption, system failures or disruptions of
operations. FutureTense is subject to potential year 2000 problems affecting
its products, its customers systems, its internal systems and the systems of
its vendors, any of which could have a material adverse effect on
FutureTense's business, operating results and financial condition.

   Changing purchasing patterns of customers impacted by year 2000 issues may
result in reduced resources available for purchases of FutureTense's products
and services. In addition, there can be no assurance that year 2000 errors or
defects will not be discovered in FutureTense's internal software systems and,
if such errors or defects are discovered, there can be no assurance that the
costs of making such systems year 2000 compliant will not be material.

                                      15
<PAGE>

   Year 2000 errors or defects in the internal systems maintained by
FutureTense's vendors could require FutureTense to incur significant
unanticipated expenses to remedy any problems or replace affected vendors. See
"Description of FutureTense--Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Readiness Disclosure."

                                       16
<PAGE>

                 SELECTED HISTORICAL CONSOLIDATED AND UNAUDITED
                    PRO FORMA COMBINED FINANCIAL INFORMATION

   The following selected historical consolidated financial information of Open
Market and FutureTense has been derived from their respective historical
consolidated financial statements and include their notes, and should be read
in conjunction with these consolidated financial statements and the notes. The
historical financial statements of FutureTense for the years ended December 31,
1996, 1997 and 1998, including their notes, were audited by
PricewaterhouseCoopers LLP, independent accountants, and begin on page F-1. The
historical consolidated financial statements of Open Market were audited by
Arthur Andersen LLP, independent accountants and are incorporated herein by
reference. See "Where You Can Find More Information" and "Incorporation of
Certain Documents by Reference." The Open Market and FutureTense historical
financial information as of and for the interim periods presented below has
been prepared on the same basis as that derived from historical financial
statements prepared on an annual basis and, in the opinion of management of the
respective companies, includes all adjustments, consisting of normally
recurring adjustments, necessary for a fair presentation of the financial
position and results of operations of the respective companies as of these
dates and for these periods. The results of the interim periods presented are
not necessarily indicative of the results to be expected for future periods.

   The selected unaudited pro forma combined financial data which has been
derived from the selected historical consolidated financial statements,
appearing elsewhere in this joint proxy statement/prospectus, gives effect to
the merger as a pooling of interest. This pro forma combined financial
information should be read in conjunction with the unaudited pro forma combined
financial information and their notes. We present the selected unaudited pro
forma combined financial information for illustrative purposes only. This
information is not necessarily indicative of the operating results or financial
position that would have occurred if the merger had been consummated. In
addition, it does not necessarily represent or predict the future operating
results of the financial position of the combined company. For the purpose of
the pro forma combined statement of operations data, Open Market's results of
operations for the period from inception (April 25, 1994) to December 31, 1994
and for fiscal years ended December 31, 1994, 1995, 1996, 1997 and 1998 and the
six months ended June 30, 1998 and 1999 have been combined with FutureTense's
results of operations for the same fiscal periods from inception (April 5,
1995). For the purpose of the pro forma balance sheet, Open Market's
consolidated balance sheet as of June 30, 1999 has been combined with
FutureTense's consolidated balance sheet as of June 30, 1999, giving the effect
to the merger as if it had occurred on June 30, 1999.

   Open Market expects to incur merger-related pre-tax charges covering the
costs of the merger principally in the quarter in which the merger is
consummated. Such pre-tax charges, which are currently estimated to be $4.0
million, will primarily consist of direct costs of the merger, including fees
to financial advisors, legal counsel and independent auditors, and printing and
other fees and expenses relating to holding a meeting of stockholders and
preparing this joint proxy statement/prospectus. However, additional
unanticipated expenses may be incurred in connection with this transaction.
Additionally, upon the consummation of the merger, FutureTense will record a
compensation charge of approximately $275,000 related to the acceleration of
certain stock options granted at a price below fair market value for accounting
purposes. The unaudited pro forma combined balance sheet reflects these
estimated transaction costs and the compensation charge. But the effects on
these costs are not reflected in the unaudited pro forma combined statement of
operations.

   The pro forma and the historical tax provision for the financial statements
provided in this joint proxy statement/prospectus are based on the effective
rates for Open Market and are exclusive of any tax benefits that may have
arisen from the combined operations of Open Market and FutureTense.

                                       17
<PAGE>

  Selected Historical Consolidated and Unaudited Pro Forma Combined Financial
                                      Data
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                   Years Ended December 31,                    June 30,
                          -----------------------------------------------  ------------------
                          1994(1)    1995      1996    1997(2)   1998(3)     1998      1999
                          -------  --------  --------  --------  --------  --------  --------
                                                                              (unaudited)
<S>                       <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>
Open Market--Statement
 of Operations Data
Net revenues............  $   --   $  1,806  $ 22,501  $ 61,260  $ 62,145  $ 31,728  $ 34,146
Gross profit............      --        793    17,008    49,617    44,846    23,977    24,366
Operating loss..........   (1,280)  (14,028)  (29,120)  (59,254)  (30,138)  (16,900)   (5,115)
Net loss................   (1,250)  (13,872)  (26,510)  (58,006)  (30,472)  (16,964)   (5,165)
Net loss per share-basic
 and diluted............      --      (1.49)    (1.31)    (1.87)    (0.91)    (0.53)    (0.14)
Open Market--Balance
 Sheet Data
Working capital.........  $   461  $ (5,783) $ 66,820  $ 18,840  $ 27,845  $ 15,040  $ 29,836
Total assets............      959     7,947    85,802    80,874    94,958    82,496    85,085
Long-term debt, net of
 current maturities.....      195       659       128        99     2,789        54     2,720
Stockholders' (deficit)
 equity.................   (1,283)  (15,187)   72,367    43,459    54,993    46,848    52,733
--------
(1) Statement of operations data for 1994 is for the period from inception
    (April 25, 1994) to December 31, 1994.
(2) In connection with the acquisition of Waypoint Software Corporation and
    Folio Corporation in 1997, Open Market allocated $34,250 of the combined
    purchase price to in-process research and development, which was
    immediately expensed upon the closing of the transactions.
(3) In connection with the acquisition of ICentral, Incorporated in 1998, Open
    Market allocated $5,700 of the purchase price to in-process research and
    development, which was immediately expensed upon the closing of the
    transaction. Additionally, Open Market recorded a $2,000 restructuring
    charge in the fourth quarter of 1998.

<CAPTION>
                                                                           Six Months Ended
                                        Years Ended December 31,               June 30,
                                   --------------------------------------  ------------------
                                   1995(1)     1996    1997(2)     1998      1998      1999
                                   --------  --------  --------  --------  --------  --------
                                                                              (unaudited)
<S>                       <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>
Future Tense--Statement of
 Operations Data
Total revenue...........           $     45  $     16  $    187  $  2,401  $  1,077  $  3,012
Gross profit (loss).....                 25        13       (23)    1,121       562     1,668
Loss from operations....                (42)   (2,668)   (4,503)   (6,366)   (2,965)   (4,152)
Net loss................                (42)   (2,584)   (4,454)   (6,443)   (2,993)   (4,109)
Net loss per share--ba-
 sic and diluted........                --      (3.24)    (2.50)    (2.50)    (1.26)    (1.28)
Future Tense--Balance
 Sheet Data
Working capital.........           $    (23) $  3,045  $ (2,385) $    428  $    208  $    706
Total assets............                 21     3,444     2,716     4,244     3,403     6,114
Long-term debt, net of
 current maturities.....                --        129        11       148       246        76
Redeemable convertible
 preferred stock........                --      5,749     6,686    15,425    11,875    19,925
Stockholders' deficit...                (21)   (2,644)   (7,079)  (13,558)  (10,087)  (17,625)
</TABLE>
--------
(1) FutureTense was incorporated on April 5, 1995. Accordingly, no previous
    financial information is available and the statement of operations data for
    1995 is for the period from FutureTense's inception (April 5, 1995) to
    December 31, 1995.
(2) In connection with the acquisition of Mission Critical Technologies, Inc.
    in 1997, FutureTense allocated $429 of the purchase price to in-process
    research and development, which was immediately expensed upon the closing
    of the transaction.

                                       18
<PAGE>

  Selected Historical Consolidated and Unaudited Pro Forma Combined Financial
                                      Data
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                   Years Ended December 31,                    June 30,
                          -----------------------------------------------  -----------------
                          1994(1)  1995(2)     1996      1997      1998      1998    1999(3)
                          -------  --------  --------  --------  --------  --------  -------
<S>                       <C>      <C>       <C>       <C>       <C>       <C>       <C>
Pro Forma Combined
 Statement of Operations
 Data
Net revenues............  $   --   $  1,851  $ 22,517  $ 61,447  $ 64,546  $ 32,805  $37,158
Gross profit............      --        818    17,021    49,594    45,967    24,539   26,034
Operating loss..........   (1,280)  (14,070)  (31,788)  (63,757)  (36,504)  (19,865)  (9,267)
Net loss................   (1,250)  (13,914)  (29,094)  (62,460)  (36,915)  (19,957)  (9,274)
Net loss per share-basic
 and diluted(4).........              (1.49)    (1.42)    (1.98)    (1.08)    (0.60)   (0.25)
Net loss per share-pro
 forma(5)...............              (0.61)    (1.06)    (1.87)    (0.99)    (0.56)   (0.22)
Pro Forma Combined Bal-
 ance Sheet Data
Working capital.........  $   461  $ (5,806) $ 69,866  $ 16,455  $ 28,273  $ 15,247  $26,541
Total assets............      959     7,968    89,246    83,590    99,202    85,898   91,199
Long-term debt, net of
 current maturities.....      195       659       257       110     2,937       307    2,796
Stockholders' (deficit)
 equity.................   (1,283)  (15,187)  (12,082)   43,066    56,860    48,636   51,033
</TABLE>
--------
(1) Statement of operations data for 1994 is for the period from Open Market's
    inception (April 25, 1994) to December 31, 1994; accordingly no loss per
    share is presented.
(2) FutureTense was incorporated on April 5, 1995. Therefore, the pro forma
    information prior to April 5, 1995, is the same as Open Market's historical
    financial statements.
(3) The unaudited pro forma balance sheet as of June 30, 1999 includes
    estimated merger costs of approximately $4.0 million of direct costs of the
    merger, fees to financial advisors, legal counsel and independent auditors.
    Additionally, upon the consummation of the merger, FutureTense will record
    a compensation charge of approximately $275,000 related to the acceleration
    of certain options previously granted at a price below fair market value
    for accounting purposes. However, the effects of these costs and the
    compensation charge are not reflected in the unaudited pro forma statement
    of operations.
(4) Basic net loss per share is based upon the weighted average number of
    shares of Open Market common stock, and FutureTense common stock and
    preferred stock on an as-converted basis outstanding for each period using
    a conversion ratio of .37802 shares of Open Market common stock for each
    share of FutureTense common stock and preferred stock on an as-converted
    basis. The diluted net loss per share is the same as basic net loss per
    share for each period presented, as the effects of the potential common
    stock are anti-dilutive. Basic and diluted net loss per share would have
    been $(0.53), $(1.37), $(1.97), $(1.07), $(0.60) and $(0.25), assuming a
    minimum of 6,800,000 shares of Open Market common stock were exchanged for
    FutureTense common stock and preferred stock on an as-converted basis. The
    conversion ratio equals the number determined by dividing (a) the
    difference between (i) the sum of $125,000,000 and the aggregate amount
    receivable by FutureTense upon the exercise of outstanding options of
    FutureTense and (ii) certain deductible obligations by (b) $14.7064, and
    then dividing the quotient by the sum of (x) the number of shares of common
    stock of FutureTense issued and outstanding, (y) the number of shares of
    common stock of FutureTense issuable upon the exercise of outstanding
    options and warrants and (z) the number of shares of common stock issuable
    by FutureTense upon conversion of its preferred stock in connection with
    the merger.
(5) Pro forma basic and diluted net loss per share is based upon the weighted
    average number of shares of Open Market and FutureTense common stock
    outstanding for each period plus the FutureTense preferred stock on an as-
    converted basis for each period using a conversion ratio of .37802 shares
    of Open Market common stock for each share of FutureTense common stock and
    preferred stock on an as-converted basis. Pro forma basic and diluted would
    have been $(0.53), $(1.31), $(1.86), $(0.98), $(0.55) and $(0.22), assuming
    a minimum of 6,800,000 shares of Open Market common stock were exchanged
    for FutureTense common stock and preferred stock on an as-converted basis.

                                       19
<PAGE>

                           Comparative Per Share Data
                                  (unaudited)

   The following table summarizes certain per share information for Open Market
and FutureTense on a historical pro forma combined and equivalent pro forma
combined basis. You should read the information below along with the selected
consolidated financial data and the unaudited pro forma combined financial data
included elsewhere in this joint proxy statement/prospectus. The pro forma
combined financial data are not necessarily indicative of the operating results
of future operations or the actual results that would have occurred at the
beginning of the period presented.

<TABLE>
<CAPTION>
                                                                 Six Months
                                        Years Ended December     Ended June
                                                31,                  30,
                                        ----------------------  --------------
                                         1996    1997    1998    1998    1999
                                        ------  ------  ------  ------  ------
<S>                                     <C>     <C>     <C>     <C>     <C>
Historical-Open Market:
Net loss per share-basic and diluted..  $(1.31) $(1.87) $(0.91) $(0.53) $(0.14)
Book value per share at period
 end(1)...............................                  $ 1.56          $ 1.46
Historical-FutureTense:
Net loss per share-basic and diluted..  $(3.24) $(2.50) $(2.50) $(1.26) $(1.28)
Book value per share at period
 end(1)...............................                  $(3.06)         $(3.97)
Pro Forma Combined-Per Open Market
 share at 0.37802:1 conversion(2):
Net loss per share--basic and
 diluted..............................  $(1.42) $(1.98) $(1.08) $(0.60) $(0.25)
Net loss per share--pro forma.........  $(1.06) $(1.87) $(0.99) $(0.56) $(0.22)
Book value per share at period
 end(1)...............................                  $ 1.37          $ 1.18
Equivalent Pro Forma Combined-Per
 FutureTense share at 2.64536:1
 conversion(3):
Net loss per share--basic and
 diluted..............................  $(0.46) $(0.83) $(0.45) $(0.25) $(0.11)
Net loss per share--pro forma.........  $(0.44) $(0.77) $(0.41) $(0.23) $(0.09)
Book value per share at period
 end(1)...............................                  $ 0.52          $ 0.45
</TABLE>
--------
(1) Book value is computed by dividing total stockholders' equity (deficit) by
    the number of shares outstanding at December 31, 1998 and June 30, 1999.
(2) Open Market pro forma combined book value per share is computed by dividing
    pro forma stockholders' equity by the pro forma number of shares of Open
    Market common stock which would have been outstanding had the merger been
    consummated as of each balance sheet date.
(3) FutureTense equivalent pro forma combined amounts are calculated by
    multiplying the Open Market pro forma combined per share amounts and book
    value by the conversion ratio assuming the conversion ratio is 0.37802
    shares of Open Market common stock for each share of FutureTense common
    stock.

                                       20
<PAGE>

                            MARKET PRICE INFORMATION

Open Market

   Open Market common stock has traded on the Nasdaq National Market under the
symbol "OMKT" since May 28, 1996.

   The table below sets forth, for the periods indicated, the reported high and
low sale prices of Open Market common stock on the Nasdaq National Market.

<TABLE>
<CAPTION>
                                                                    Open Market
                                                                   Common Stock
                                                                   -------------
                                                                    High   Low
                                                                   ------ ------
<S>                                                                <C>    <C>
  Calendar 1997
  Quarter ended March 31, 1997.................................... $16.25 $ 8.63
  Quarter ended June 30, 1997.....................................  13.63   6.50
  Quarter ended September 30, 1997................................  16.38   9.50
  Quarter ended December 31, 1997.................................  17.38   8.88
  Calendar 1998
  Quarter ended March 31, 1998....................................  21.38   9.50
  Quarter ended June 30, 1998.....................................  29.13  14.50
  Quarter ended September 30, 1998................................  21.63   8.50
  Quarter ended December 31, 1998.................................  27.00   4.25
  Calendar 1999
  Quarter ended March 31, 1999....................................  17.44  11.19
  Quarter ended June 30, 1999.....................................  17.50  11.50
  Quarter ended September 30, 1999 (through September   , 1999)...
</TABLE>

   On July 13, 1999, the last full trading day prior to the public announcement
of the proposed merger, the last reported sale price of Open Market common
stock on the Nasdaq National Market was $14.9375 per share. On September  ,
1999, the most recent practicable date prior to the printing of this joint
proxy statement/prospectus, the last reported sale price of Open Market common
stock on the Nasdaq National Market was $     per share.

   Because the market price of Open Market common stock may fluctuate, the
market price per share of the shares of Open Market common stock that holders
of FutureTense stock will receive in the merger may increase or decrease prior
to the merger.

   We urge FutureTense stockholders to obtain a current market quotation for
Open Market common stock.

FutureTense

   FutureTense common stock is not publicly traded. At the record date, there
were 37 FutureTense stockholders. FutureTense has not paid any cash dividends
since its inception.

                                       21
<PAGE>

                        THE OPEN MARKET SPECIAL MEETING

General

   This joint proxy statement/prospectus is being furnished to stockholders of
Open Market, Inc., a Delaware corporation as part of the solicitation of
proxies by the Open Market board of directors for use at a special meeting of
stockholders of Open Market to be held on October 13, 1999, at 10:00 a.m.,
local time, at Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, and
at any adjournment or postponement of such meeting. This joint proxy
statement/prospectus and the enclosed form of proxy are first being mailed to
stockholders of Open Market on or about September 13, 1999.

Matters to be Considered

   The purpose of the Open Market special meeting is:

  1. To consider and vote upon a proposal to approve the issuance of up to an
  estimated maximum of 7,700,000 shares of Open Market common stock to
  FutureTense stockholders in connection with the agreement and plan of
  merger, dated as of July 14, 1999, among Open Market, OM/SA Acquisition
  Corporation, a Delaware corporation and a wholly-owned subsidiary of Open
  Market, and FutureTense pursuant to which:

    (a) OM/SA Acquisition Corporation will be merged with and into
    FutureTense, with FutureTense being the surviving corporation; and

    (b) each issued and outstanding share of common stock, $.0002 par value
    per share, of FutureTense (other than shares of FutureTense common
    stock held by stockholders exercising dissenters' appraisal rights),
    will be changed and converted into and represent the right to receive
    shares of common stock, $.001 par value per share, of Open Market,
    which based upon an agreed upon conversion formula, is estimated to be
    between .3590 and .4011 of a share.

  If this proposal is approved, FutureTense stock options will be assumed by
  Open Market and will convert into options to purchase an additional
  estimated 1,332,367 shares of Open Market common stock at various exercise
  prices.

  A vote in favor of the proposed issuance of Open Market common stock will
  be effective whether or not the actual number of shares to be issued in the
  merger and options to be assumed by Open Market exceeds the above estimated
  maximums.

  2  To consider and vote upon a proposal to approve the 1999 Stock Incentive
  Plan.

  3. To transact such other business as may properly come before the Open
  Market special meeting or any adjournment or postponement of the Open
  Market special meeting, including without limitation, potential
  adjournments or postponements of the Open Market special meeting for the
  purpose of soliciting additional proxies in order to approve the proposed
  issuance of Open Market common stock in connection with the merger.

Open Market Board of Directors' Recommendation

   The Open Market board of directors, after careful consideration, has
approved the merger agreement and the merger and recommends a vote FOR the
proposed issuance of Open Market common stock in connection with the merger.

                                       22
<PAGE>

Record Date and Voting

   Holders of record of shares of Open Market common stock at the close of
business on September 7, 1999, referred to in this joint proxy
statement/prospectus as the Open Market record date, are entitled to notice of
and to vote at the Open Market special meeting. On the record date there were
      outstanding shares of Open Market common stock, each of which will be
entitled to one vote. The representation, in person or by properly executed
proxy, of the holders of a majority of all of the shares of common stock
entitled to vote at the Open Market special meeting is necessary to constitute
a quorum at the Open Market special meeting.

   Pursuant to applicable rules of the Nasdaq National Market, the proposed
issuance of Open Market common stock in connection with the merger will require
the affirmative vote of the holders of a majority of the shares of Open Market
common stock present in person or represented by proxy at the Open Market
special meeting because such issuance of shares of Open Market common stock in
the merger will exceed 20% of the outstanding shares of Open Market common
stock after the merger. Approval of the 1999 Stock Incentive Plan also requires
the affirmative vote of the holders of a majority of the shares of Open Market
common stock present in person or represented by proxy at the Open Market
special meeting.

   Shares of Open Market common stock represented in person or by proxy will be
counted for the purposes of determining whether a quorum is present at the Open
Market special meeting. Shares which abstain from voting as to the proposal to
approve the proposed issuance of Open Market common stock in connection with
the merger or the proposal to approve the 1999 Stock Incentive Plan will be
treated as shares that are present and entitled to vote at the Open Market
special meeting for purposes of determining whether a quorum exists.

   Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees, who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a
matter that requires the affirmative vote of a certain percentage of the votes
cast or shares voting on a matter, such as each of the items being considered
by the stockholders at the Open Market special meeting.

   As of the Open Market record date for the Open Market special meeting,
directors and executive officers of Open Market and their affiliates who may be
deemed to be beneficial owners of approximately   % of the outstanding shares
of Open Market common stock have agreed to vote their shares in favor of the
approval and issuance of Open Market common stock in connection with the
merger.

Voting and Revocation of Proxies

   All shares of Open Market common stock which are entitled to vote and are
represented at the Open Market special meeting by properly executed proxies
received prior to or at such meeting, and not revoked, will be voted at such
meeting in accordance with the instructions indicated on such proxies. If no
instructions are indicated (other than broker non-votes), such proxies will be
voted for approval of the proposed issuance of Open Market common stock in
connection with the merger and the proposed 1999 Stock Incentive Plan.

   The Open Market board does not know of any matters other than those
described in the notice of the Open Market special meeting that are to come
before such meeting. If any other matters are properly presented at the Open
Market special meeting for consideration, including, among other things,
consideration of a motion to adjourn or postpone such meeting to another time
and/or place (including, without limitation, for the purposes of soliciting
additional proxies or allowing additional time for the satisfaction of
conditions to the merger), the persons named in the enclosed forms of proxy and
acting thereunder generally will have discretion to vote on such matters in
accordance with their best judgment. Notwithstanding the foregoing, proxies
voting against a specific proposal may not be used by the persons named in the
proxies to vote for adjournment or postponement of the meeting for the purpose
of giving management additional time to solicit votes to approve such proposal.

                                       23
<PAGE>

   Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of Open Market, at or before the taking of the vote at the
Open Market special meeting, a written notice of revocation bearing a later
date than the proxy, (ii) duly executing a later dated proxy relating to the
same shares and delivering it to the Secretary of Open Market before the taking
of the vote at the Open Market special meeting or (iii) attending the Open
Market special meeting and voting in person (although attendance at the Open
Market special meeting will not in and of itself constitute a revocation of a
proxy). Any written notice of revocation or subsequent proxy should be sent to
Open Market, One Wayside Road, Burlington, Massachusetts 01803, Attention:
Secretary, or hand delivered to the Secretary of Open Market at or before the
taking of the vote at the Open Market special meeting. Stockholders that have
instructed a broker to vote their shares must follow directions received from
such broker in order to change their vote or to vote at the Open Market special
meeting.

   All expenses of Open Market's solicitation of proxies for the Open Market
special meeting will be borne by Open Market. In addition to solicitation by
use of the mails, proxies may be solicited from Open Market stockholders by
directors, officers and employees of Open Market in person or by telephone,
facsimile or other means of communication. Such directors, officers and
employees will not be additionally compensated, but may be reimbursed for
reasonable out-of-pocket expenses in connection with such solicitation. Open
Market has retained Corporate Investor Communications, Inc., a proxy
solicitation firm, for assistance in connection with the solicitation of
proxies for the Open Market special meeting at a cost of approximately $6,500
plus reimbursement of reasonable out-of-pocket expenses. Arrangements will also
be made with brokerage houses, custodians, nominees and fiduciaries for
forwarding of proxy solicitation materials to beneficial owners of shares held
of record by such brokerage houses, custodians, nominees and fiduciaries, and
Open Market will reimburse such brokerage houses, custodians, nominees and
fiduciaries for their reasonable expenses incurred in connection therewith.

                                       24
<PAGE>

                        THE FUTURETENSE SPECIAL MEETING

General

   This joint proxy statement/prospectus is being furnished to stockholders of
FutureTense, Inc., a Delaware corporation, as part of the solicitation of
proxies by the FutureTense board of directors for use at a special meeting of
stockholders of FutureTense to be held on October 11, 1999, at 10:00 a.m.,
local time, at Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston,
Massachusetts, and at any adjournment or postponement of such meeting. This
joint proxy statement/prospectus and the enclosed form of proxy are first being
mailed to stockholders of FutureTense on or about September 13, 1999.

Matters to be Considered

   The purpose of the FutureTense special meeting is:

  1. To approve and adopt the agreement and plan of merger, dated as of July
  14, 1999, among Open Market, Inc., a Delaware corporation, OM/SA
  Acquisition Corporation, a Delaware corporation and a wholly-owned
  subsidiary of Open Market, and FutureTense, that will result in FutureTense
  becoming a wholly-owned subsidiary of Open Market.

  2. To approve the appointment of Jarrett Collins, currently a director of
  FutureTense, as the indemnification representative (and the appointment of
  Barry Fidelman in the event Mr. Collins is unable to continue as the
  indemnification representative) to act on behalf of the FutureTense
  stockholders in connection with the merger and the escrow agreement
  referred to in the merger agreement.

  3. To transact such other business as may properly come before the
  FutureTense special meeting or any adjournment or postponement of the
  FutureTense special meeting, including without limitation, potential
  adjournments or postponements of the FutureTense special meeting for the
  purpose of soliciting additional proxies in order to approve the proposed
  issuance of FutureTense common stock in connection with the merger.

FutureTense Board of Directors' Recommendation

   The FutureTense board of directors, after careful consideration, has
approved the merger agreement and the appointment of the indemnification
representative and has declared the merger agreement advisable and in the best
interests of FutureTense and its stockholders. The FutureTense board of
directors recommends a vote FOR the approval and adoption of the merger
agreement and the appointment of the indemnification representative, and the
transactions contemplated thereby and the related appointment of Jarrett
Collins as the indemnification representative under the escrow agreement
referred to in the merger agreement.

Record Date and Voting

   Holders of record of shares of FutureTense common stock, Series A preferred
stock, Series B preferred stock, Series C preferred stock and Series D
preferred stock at the close of business on September 7, 1999, referred to in
this joint proxy statement/prospectus as the FutureTense record date, are
entitled to notice of and to vote at the FutureTense special meeting. At such
date there were 4,444,468, 380,651, 754,178, 711,842 and 5,436,837 outstanding
shares of FutureTense common stock, Series A preferred stock, Series B
preferred stock, Series C preferred stock and Series D preferred stock,
respectively. Each share of FutureTense common stock, Series A preferred stock,
Series B preferred stock, Series C preferred stock and Series D preferred stock
will be entitled to 4,444,468, 1,903,255, 3,770,890, 3,559,210 and 5,436,837
votes, respectively. The representation, in person or by properly executed
proxy, of the holders of a majority of all of the shares of common stock,
Series A preferred stock, Series B preferred stock, Series C preferred stock
and Series D preferred stock, voting together on an as-converted basis,
entitled to vote at the FutureTense special meeting is necessary to constitute
a quorum at the FutureTense special meeting.


                                       25
<PAGE>


   The approval and adoption of the merger agreement will require the
affirmative vote of the holders of a majority of the votes represented by the
shares of FutureTense common stock, seventy-five percent of the votes
represented by the shares of FutureTense Series A preferred stock, Series B
preferred stock, Series C preferred stock and Series D preferred stock, voting
on an as-converted basis with the common stock, a majority of the votes
represented by the shares of FutureTense Series C preferred stock, voting
separately as a class, and a majority of the votes represented by the shares of
FutureTense Series D preferred stock, voting separately as a class, outstanding
on the FutureTense record date. The appointment of Jarrett Collins as the
indemnification representative will require the affirmative vote of the holders
of a majority of the votes represented by the shares of FutureTense common
stock, Series A preferred stock, Series B preferred stock, Series C preferred
stock and Series D preferred stock, voting on an as-converted basis with the
common stock.

   Shares of FutureTense common stock, Series A preferred stock, Series B
preferred stock, Series C preferred stock and Series D preferred stock
represented in person or by proxy will be counted for the purposes of
determining whether a quorum is present at the FutureTense special meeting. All
shares with respect to which holders abstain from voting as to the proposal to
adopt the merger agreement will be treated as shares that are present and
entitled to vote at the FutureTense special meeting for purposes of determining
whether a quorum exists, but abstentions will have the same effect as votes
against approval of the merger agreement.

   Directors, officers, founders and 5% stockholders of FutureTense have each
executed a Voting Agreement with Open Market whereby they have agreed to vote
an aggregate of 17,439,447 shares of FutureTense common stock (including
FutureTense preferred stock on an as-converted basis), representing
approximately 91% of the votes entitled to vote at the FutureTense special
meeting, in favor of the approval and adoption of the merger agreement and the
merger. See "Other Agreements--Voting Agreement." In addition, pursuant to a
January 26, 1996 voting agreement between FutureTense and certain of its
founders an additional 403,100 shares of FutureTense common stock, representing
approximately 2% of the votes entitled to vote at the FutureTense special
meeting, are required to vote their shares in accordance with the instructions
of certain designated stockholders. All of these designated stockholders have
executed the Voting Agreement described above and have agreed to give notice to
the other parties to the stockholders agreement to vote their shares in favor
of the adoption of the merger agreement.

Voting and Revocation of Proxies

   All shares of FutureTense common stock, Series A preferred stock, Series B
preferred stock, Series C preferred stock and Series D preferred stock which
are entitled to vote and are represented at the FutureTense special meeting by
properly executed proxies received prior to or at such meeting, and not
revoked, will be voted at such meeting in accordance with the instructions
indicated on such proxies. If no instructions are indicated, such proxies will
be voted for each proposal.

   The FutureTense board of directors does not know of any matters other than
those described in the notice of the FutureTense special meeting that are to
come before such meeting. If any other matters are properly presented at the
FutureTense special meeting for consideration, including, among other things,
consideration of a motion to adjourn or postpone such meeting to another time
and/or place (including, without limitation, for the purposes of soliciting
additional proxies or allowing additional time for the satisfaction of
conditions to the merger), the persons named in the enclosed forms of proxy and
acting thereunder generally will have discretion to vote on such matters in
accordance with their best judgment. Notwithstanding the foregoing, proxies
voting against a specific proposal may not be used by the persons named in the
proxies to vote for adjournment or postponement of the meeting for the purpose
of giving management additional time to solicit votes to approve such proposal.

   Any proxy given in connection with this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of FutureTense, at or before the taking of the vote
at the FutureTense special meeting, a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a later dated proxy relating to
the same shares and delivering it to the Secretary

                                       26
<PAGE>

of FutureTense before the taking of the vote at the FutureTense special meeting
or (iii) attending the FutureTense special meeting and voting in person
(although attendance at the FutureTense special meeting will not in and of
itself constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be sent to FutureTense, 43 Nagog Park, Acton,
Massachusetts 01720, Attention: Secretary, or hand delivered to the Secretary
of FutureTense at or before the taking of the vote at the FutureTense special
meeting.

   All expenses of FutureTense's solicitation of proxies for the FutureTense
special meeting will be borne by FutureTense and Open Market. In addition to
solicitation by use of the mails, proxies may be solicited from FutureTense
stockholders by directors, officers and employees of FutureTense in person or
by telephone, facsimile or other means of communication. Such directors,
officers and employees will not be additionally compensated, but may be
reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation.

                                       27
<PAGE>

                                  THE MERGER

Background of the Merger

   Open Market is regularly involved in the review of private and public
companies with which it may form strategic partnerships to further its
objectives in the Internet commerce market. During the course of 1998, Open
Market was made aware of FutureTense by William Kaiser, an Open Market
director and a FutureTense director who is affiliated with Greylock, a venture
capital firm. Because Mr. Kaiser is a member of the board of directors of
FutureTense and Open Market, Mr. Kaiser thereafter recused himself from any
further Open Market and FutureTense board discussions regarding FutureTense or
Open Market.

   On January 8, 1999, as part of a regularly scheduled FutureTense board of
directors meeting, FutureTense's management made a presentation to the
FutureTense board concerning FutureTense's long-term strategy and the
strategic and financial alternatives available to FutureTense. Following this
meeting, Ronald J. Matros, Chief Executive Officer and President of
FutureTense, with the authorization of the FutureTense board of directors,
discussed potential alliances with several companies, including Open Market.

   On January 26, 1999, Gary Eichhorn, Open Market's President and Chief
Executive Officer, and Jeffrey Bussgang, Open Market's Vice President of
Marketing, met at FutureTense's offices in Acton, Massachusetts with Mr.
Matros and Peter Masucci, FutureTense's Vice President of Business
Development. The discussion focused on an introduction to FutureTense's
strategy, products, and customers and a high-level exploration of strategic
partnering opportunities.

   On March 1, 1999, Mark DeBinder, Open Market's Director of Strategic
Partnering, met with Mr. Massuci at FutureTense's offices. The discussion was
a further exploration of partnering opportunities between the two companies,
including a discussion of a reseller or OEM arrangement.

   On March 12, 1999, Open Market's senior management team met in a regularly
scheduled meeting to discuss product strategy, led by the marketing
organization. During this review, the discussion focused on Open Market's need
to round out its e-commerce offering with some combination of content
management, personalization, and application server software. The management
team decided to commission a special project, codenamed "Deep Impact", to
survey the market and meet with companies in these categories to determine a
strategy moving forward. This strategy explicitly included the possibility of
purchasing companies that might help expand Open Market's offerings, as well
as traditional partnering strategies such as co-marketing and reselling. Mr.
Bussgang was named the executive sponsor of this project and Mr. DeBinder was
appointed as the project leader.

   On March 22, 1999, Mr. DeBinder and Winfield Treese, Open Market's Vice
President of Architecture, met with Mr. Massuci and other members of
FutureTense's engineering team to further the strategic partnering discussions
as well as explore specific points of technical integration. The discussion
also focused on a possible reseller or OEM arrangement.

   On March 23, 1999, a Non-Disclosure Agreement was executed between Open
Market and FutureTense.

   On April 13, 1999, members of Open Market's technical staff met with
FutureTense's technical staff to further discuss points of product integration
between the two companies.

   On April 16, 1999, the Deep Impact team presented the results of the Deep
Impact project to Open Market's senior management team during a regularly
scheduled meeting. The project team had met with a broad range of companies in
the content management, personalization, and application server software
categories. After a series of internal discussions between the project team
and senior members of the marketing and engineering organizations, the team
presented possible strategies, including making an acquisition in the content
management and personalization category and enhancing Open Market's offerings.
Mr. Eichhorn and Mr. Bussgang began to embark on a series of private meetings
to explore the acquisition strategy, with the targeted activity being an
acquisition of FutureTense.

                                      28
<PAGE>

   On April 19, 1999, Mr. Eichhorn met with Mr. Matros. At this meeting, Mr.
Eichhorn initiated a discussion that the two companies merge. These discussions
continued at a meeting on April 23, 1999.

   On April 27, 1999, Mr. Bussgang and Eswar Priyadarshan, Open Market's Vice
President of Technology, met with Mr. Matros, Bagepalli Cheluva Krishna,
FutureTense's Chief Technology Officer, and Julie Melbin, FutureTense's Product
Architect. The discussion at this meeting was specifically focused on the
possibility of combining the two companies and a more detailed review of the
FutureTense business, technology, customers, and organization as well as the
fit of culture, organization, and vision among the two companies.

   On May 5, 1999, at a regularly scheduled meeting of Open Market's Board of
Directors, Mr. Eichhorn and Mr. Bussgang presented a recommendation to acquire
FutureTense to the board if the parties could reach reasonable terms. Mr.
Krishna attended a portion of this meeting in order to present the company's
history, technology, customers, and business to the Open Market Board of
Directors. The board approved this recommendation and authorized management to
initiate negotiations with FutureTense.

   On May 7, 1999, May 15, 1999 and May 28, 1999, the FutureTense board met and
discussed FutureTense's long-term strategy and strategic relationships. At each
meeting, Mr. Matros reported on discussions with Open Market and other
companies concerning potential strategic alliances with FutureTense. At each
meeting, the FutureTense board of directors authorized and instructed
management to continue discussions and to explore one or more potential
strategic alliances. Following each of these meetings, Mr. Matros continued
discussions with Open Market and other companies concerning potential strategic
alliances.

   On May 10, 1999, Mr. Eichhorn and Open Market's Vice President of Corporate
Development, Paul Esdale, met with Mr. Matros and FutureTense's Chief Financial
Officer, Paul Hallee, to commence the negotiations relating to the potential
structure and pricing of the potential acquisition.

   On May 11, 1999, Open Market and FutureTense entered into a confidentiality
agreement providing for the exchange of certain confidential information.

   On May 14, 1999, May 21, 1999 and May 27, 1999, the Open Market Board of
Directors met telephonically to discuss the potential acquisition. At each
meeting, the board reviewed with management information regarding the strategic
fit between the two companies and the progress of negotiations.

   On May 17, 1999, Mr. Eichhorn and Mr. Esdale met with Mr. Matros and Harland
LaVigne, a member of FutureTense's Board of Directors, to further the
negotiations regarding structure and pricing related to the potential
acquisition.

   On May 24, 1999, Mr. Esdale engaged in a telephone meeting with Stephen
Cheheyl, a consultant retained by FutureTense for the purpose of managing and
negotiating the potential transaction for FutureTense. The purpose of the
meeting was to discuss the process and schedule related to a potential
transaction.

   Between the dates of May 24, 1999 and June 14, 1999 Mr. Cheheyl and Mr.
Esdale engaged in a series of telephone conversations related to the
development and negotiation of a letter of intent related to the potential
transaction. Open Market's outside legal advisors, Hale and Dorr LLP, and
FutureTense's legal advisors, Testa, Hurwitz & Thibeault, LLP, participated in
some of the telephone meetings.

   On June 1, 1999, Mr. Bussgang met with Mr. Matros and Mr. Masucci at
FutureTense's offices to initiate the due diligence process.

   On June 4, 1999, Open Market retained the services of PaineWebber
Incorporated as financial advisors to Open Market related to the potential
acquisition.

                                       29
<PAGE>

   During the weeks of June 1, 8, and 15, 1999, due diligence teams
representing Open Market met with representatives of FutureTense at a nearby
hotel. The teams focused on an in-depth analysis of the technical and
development status of FutureTense's products, plans for future products,
organizational processes, and general business operations.

   Throughout May and until June 11, 1999, FutureTense management and its
consultant met with senior management of another company at such company's
offices to discuss the terms of a possible business combination. During this
period, that company conducted a due diligence review of FutureTense and held
various meetings with FutureTense concerning the business, operations and
technology of each company and the combined company that would result from a
possible strategic alliance.

   On June 11, 1999, the FutureTense board of directors met by telephone
conference call to again discuss potential strategic alliances. Mr. Matros and
Mr. Cheheyl reported on ongoing discussions with Open Market and the other
company it was in discussions with concerning potential strategic combinations.
Testa, Hurwitz & Thibeault, LLP, FutureTense's legal counsel, discussed with
the board of directors their fiduciary duties in connection with the potential
transactions. The FutureTense board of directors authorized and instructed
FutureTense management to negotiate and enter into the letter of intent with
Open Market and to terminate discussions with the other company.

   On June 14, 1999, Open Market and FutureTense executed a non-binding Letter
of Intent which broadly defined the terms of a potential acquisition of
FutureTense by Open Market in the form of a tax free pooling of interests
transaction.

   The Open Market Board of Directors met telephonically on June 4, 1999, June
11, 1999, and June 18, 1999 to discuss the proposed merger. At each meeting,
the board reviewed with management information regarding the strategic fit
between the two companies, due diligence assessments, and remaining issues to
be negotiated or addressed prior to execution of the definitive merger
agreement. The board informally endorsed continuing with the negotiations.

   On June 24, 1999, Open Market's Board of Directors met at Open Market's
offices to receive final due diligence reports from management and preliminary
assessments of the proposed transaction. Outside counsel to Open Market advised
the board with respect to the structure and material terms of the proposed
acquisitions, as well as legal requirements. Outside accountants to Open Market
presented a financial due diligence report to the board including a review of
FutureTense's financial statements, cash position, stock valuation and tax
considerations.

   Between the dates of June 22, 1999 and July 14, 1999 Mr. Esdale and Mr.
Cheheyl and the respective financial, legal and accounting advisors for Open
Market and FutureTense negotiated the terms of the merger agreement.

   On July 9, 1999, at a regularly scheduled meeting of the FutureTense board
of directors, management and Mr. Cheheyl reported on the status of the merger
discussions with Open Market and the FutureTense board of directors discussed
various issues relating to the proposed business combination. Testa, Hurwitz &
Thibeault, LLP reviewed with the board of directors their fiduciary duties in
connection with the proposed transaction.

   On July 10, 1999, at a special meeting of the Open Market board of
directors, management reported on the status of the merger discussions with
FutureTense and the Open Market board of directors discussed various issues
relating to the proposed business combination. The board considered and voted
upon the proposed merger agreement and related transactions. At such meeting,
PaineWebber, Open Market's financial advisor, presented their opinion regarding
the fairness to Open Market, from a financial point of view, of the purchase
price. Additionally, Open Market's outside legal counsel made a presentation
regarding the significant terms of the merger agreement and the voting
agreement to be entered into by certain stockholders of Open Market and
reviewed with the board their fiduciary duties in connection with the proposed
transaction. Following such presentations and further discussion, the execution
of such documents and related matters were approved by the Open Market board.

                                       30
<PAGE>

   On July 11, 1999, at a special meeting of the FutureTense board of
directors, (i) the management of FutureTense and Mr. Cheheyl reported on the
business terms of the proposed merger, (ii) Testa, Hurwitz & Thibeault, LLP
reviewed the proposed terms of the merger agreement, and (iii) the FutureTense
board of directors approved the merger agreement.

   On July 13, 1999, at a special meeting of the Open Market board of
directors, the board reviewed preliminary results of operations of FutureTense
for the second quarter ended June 30, 1999. After such review, PaineWebber
confirmed its opinion of the fairness, from a financial point of view, of the
purchase price. Thereafter, the board was informed of any outstanding issues in
the merger agreement negotiations and was provided with an estimate of the
potential timing of signing a definitive merger agreement.

   On July 14, 1999, following final approval by the Open Market board and the
FutureTense board, the Merger Agreement was executed by both companies.

   On July 14, 1999, at the close of trading on the Nasdaq National Market,
Open Market and FutureTense issued a joint press release announcing the Merger.

Joint Reasons for the Merger

   The Open Market board and the FutureTense board each believe that the
combined company will have potential for greater financial strength, market
power and growth potential than either Open Market or FutureTense would have on
its own. The Open Market board and the FutureTense board identified a number of
potential benefits to the merger which they believe could contribute to the
success of the combined company and thus benefit stockholders of both
companies, including the following:

  .  the merger may enhance the opportunity for the potential realization of
     the strategic objective of the combined company to expand its market
     share and increase the combined company's ability to compete effectively
     in the highly competitive Internet commerce software market;

  .  the broadening of the companies' product lines resulting from the merger
     may enable the combined company to offer a more comprehensive,
     competitive solution to customers seeking Internet commerce software;

  .  the merger may provide the combined company with the financial resources
     and expanded product offerings to expand the scope of distribution of
     the combined company's products and to obtain efficiencies in the
     development, marketing, and selling of its product offerings;

  .  the combined experience, financial resources, size, and breadth of
     product offerings of the combined company may allow it to respond more
     quickly and effectively to technological change, increased competition,
     and market demands in an industry experiencing rapid innovation and
     change;

  .  the combined company expects to have stronger presence in international
     markets through Open Market's operations in France, Germany, the
     Netherlands, Italy, the United Kingdom, Japan, Australia and the Pacific
     Rim. Open Market expects to be able to market and sell the FutureTense
     products through these channels to expand sales; and

  .  combined financial and technological resources may allow the combined
     company to compete more effectively in a rapidly consolidating market by
     providing the combined company with enhanced ability to develop new
     products and greater functionality for existing and future products.

Recommendation of the Board of Directors of Open Market; Open Market's Reasons
for the Merger

   THE OPEN MARKET BOARD HAS APPROVED THE MERGER AND MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY AND BELIEVES THAT THE TERMS OF THE MERGER ARE
FAIR TO, AND IN THE BEST INTERESTS OF, OPEN MARKET AND ITS STOCKHOLDERS. THE
OPEN MARKET BOARD RECOMMENDS A VOTE FOR THE PROPOSED ISSUANCE OF OPEN MARKET
COMMON STOCK IN CONNECTION WITH THE MERGER.

                                       31
<PAGE>

Open Market's Reasons for the Merger

   In reaching its conclusion to approve the merger and merger agreement, the
Open Market board considered the factors described above under "Joint Reasons
for the Merger," as well as the opportunity of the Open Market stockholders to
participate in the potential growth of the combined company after the merger.

   The Open Market board also considered and reviewed with management the
additional positive factors listed below in reaching its decision to approve
the merger and the merger agreement and to recommend that Open Market's
stockholders vote to approve the proposed issuance of Open Market common stock
in connection with the merger:

  .  owning FutureTense will satisfy a need of Open Market's e-commerce
     customers for effective content management capabilities. This will
     provide Open Market with cross-selling opportunities to existing Open
     Market customers as well as enable Open Market to attract new sales
     opportunities for its existing products; and

  .  owning FutureTense will enhance Open Market's technical and sales staff
     with experienced FutureTense technical and sales personnel.

Recommendation of the Board of Directors of FutureTense; FutureTense's Reasons
for the Merger

   THE FUTURETENSE BOARD HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY AND BELIEVES THAT THE TERMS OF THE MERGER ARE FAIR TO, AND
IN THE BEST INTERESTS OF, FUTURETENSE AND ITS STOCKHOLDERS. THE FUTURETENSE
BOARD RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

FutureTense's Reasons for the Merger

   In addition to the anticipated joint benefits described above, we believe
that the following are additional reasons the merger will be beneficial to
FutureTense and its stockholders:

  .  merging with Open Market will enable FutureTense to capitalize on both
     international and domestic sales, marketing and distribution expertise
     and resources of Open Market and thereby increase the visibility and
     accessibility of FutureTense's products;

  .  Open Market's research and development staff will enable FutureTense to
     accelerate its product development activities and Open Market's
     professional services staff will enable FutureTense to accelerate its
     product implementation activities;

  .  the merger will provide FutureTense with immediate access to additional
     financial resources to accelerate its growth, as well as access to the
     public markets for further capital if needed; and

  .  the consideration to be paid to FutureTense's stockholders in the merger
     will be shares of Open Market common stock, which are securities that
     are publicly traded on the Nasdaq National Market and are more readily
     marketable than shares of FutureTense stock.

Opinion of Financial Advisor to Open Market

   The full text of the opinion of PaineWebber, dated July 13, 1999, which sets
forth the assumptions made, procedures followed, matters considered and
limitations on the review undertaken, is attached as Annex B to this document.
Open Market stockholders are urged to read such opinion carefully and in its
entirety. The summary of the PaineWebber opinion set forth in this document is
qualified in its entirety by reference to the full text of such opinion.

   In connection with Open Market board's consideration of the merger
agreement, PaineWebber delivered its written opinion, dated July 13, 1999, to
the effect that, as of such date, and based upon its review and assumptions and
subject to the limitations summarized below, the consideration was fair, from a
financial point

                                       32
<PAGE>

of view, to Open Market. The opinion was directed to, and prepared at the
request and for the information of, the Open Market board and does not
constitute a recommendation to any holder of Open Market common stock as to how
any such stockholder should vote with respect to the merger.

   In arriving at its opinion, PaineWebber, among other things:

  .  reviewed, among other public information, Open Market's annual reports,
     Forms 10-K and related financial information for the two fiscal years
     ended December 31, 1998 and Open Market's Form 10-Q and the related
     unaudited financial information for the three months ended March 31,
     1999;

  .  reviewed certain information, including financial forecasts for the
     fiscal years ending 1999 and 2000, relating to the business, earnings,
     cash flow, assets and prospects of Open Market and FutureTense,
     furnished to PaineWebber by or on behalf of Open Market and FutureTense;

  .  conducted discussions with members of senior management of Open Market
     and FutureTense concerning their respective businesses and prospects;

  .  conducted discussions with members of senior management of Open Market
     and FutureTense concerning information relating to certain strategic,
     financial and operational benefits anticipated by such management to
     result from the merger;

  .  reviewed the historical market prices and trading activity for Open
     Market common stock and compared them with those of certain other
     publicly traded companies which PaineWebber deemed relevant;

  .  compared the financial position and results of operations of Open Market
     and FutureTense with those of certain other publicly traded companies
     which PaineWebber deemed relevant;

  .  compared the proposed financial terms of the transaction contemplated by
     the merger agreement with the financial terms of certain other business
     combinations which PaineWebber deemed relevant;

  .  considered the pro forma effect of the merger on Open Market's
     capitalization ratios and earnings, revenues and cash flow per share;

  .  reviewed a draft of the merger agreement in the form presented to the
     Open Market board, dated July 11, 1999; and

  .  reviewed such other financial studies and analyses and performed such
     other investigations and took into account such other matters as
     PaineWebber deemed necessary, including PaineWebber's assessment of
     general economic, market and monetary conditions.

   In preparing its opinion, PaineWebber relied on the accuracy and
completeness of all information publicly available, supplied or otherwise
communicated to PaineWebber by or on behalf of Open Market and FutureTense, and
PaineWebber did not assume any responsibility to independently verify such
information. With respect to the financial forecasts examined by PaineWebber,
PaineWebber assumed, with Open Market's and FutureTense's consent, that they
were reasonably prepared on bases reflecting the best currently available
estimates as to the future performance of Open Market and FutureTense.
PaineWebber also relied upon assurances of the management of Open Market and
FutureTense that they were unaware of any facts that would make the information
or financial forecasts provided to PaineWebber incomplete or misleading.
PaineWebber was not engaged to make and did not make an independent evaluation
or appraisal of the assets or liabilities, contingent or otherwise, of Open
Market or FutureTense, nor was PaineWebber furnished with any such evaluations
or appraisals. PaineWebber also assumed, with the consent of Open Market and
FutureTense, that:

  .  the merger will be a tax-free reorganization; and

  .  all material assets and liabilities, contingent or otherwise, known or
     unknown, of Open Market and FutureTense are as set forth in their
     financial statements.


                                       33
<PAGE>

   The PaineWebber opinion was based upon economic, monetary and market
conditions existing on the date thereof. Furthermore, PaineWebber expressed no
opinion as to the price or trading ranges at which the Open Market common stock
will trade after the date of the opinion. The PaineWebber opinion does not
address the relative merits of the merger and any other transactions or
business strategies that may have been discussed by the Open Market board as
alternatives to the merger, or the decision of the Open Market board to proceed
with the merger. Open Market did not place any limitations upon PaineWebber
with respect to the procedures followed or factors considered in rendering the
opinion.

   The following paragraphs summarize the significant analyses performed by
PaineWebber in arriving at its opinion:

   Historical Stock Performance. PaineWebber reviewed trading prices for the
shares of the Open Market common stock. This stock performance review indicated
that for Open Market's latest twelve months ended July 6, 1999, the low and
high closing prices were $5.00 and $20.75. PaineWebber also reviewed the Open
Market common stock price on July 6, 1999 and averages over periods prior to
July 6, 1999 as set forth in the following table:

<TABLE>
<CAPTION>
            Trading Period                  Closing Price
            --------------                  -------------
            <S>                             <C>
            July 6, 1999...................    $15.00
<CAPTION>
            Trading Period                  Average Price
            --------------                  -------------
            <S>                             <C>
            Last 30 days...................    $13.27
            Last 60 days...................     12.97
            Last 90 days...................     13.33
            Last 120 days..................     13.18
            Latest twelve months...........     12.43
</TABLE>

   Selected Comparable Public Company Analysis. Using publicly available
information, PaineWebber compared selected historical financial, operating and
stock market performance data of Open Market and FutureTense to the
corresponding data of certain publicly traded companies that PaineWebber deemed
relevant for Open Market and FutureTense. The Open Market comparable companies
consisted of:

<TABLE>
      <S>                        <C>                           <C>
      Ariba                      Clarus                        Concur Technologies
      Connect                    Cybercash                     CyberSource
      Digital River              Elcom International           Harbinger
      Portal Software            PcOrder.com                   Sterling Commerce

   The FutureTense comparable companies consisted of:

      BackWeb Technologies       BroadVision                   Infospace
      Inso                       Marimba                       Netgravity
      Net Perceptions            Silknet Software              Verity
      Vignette
</TABLE>

   With respect to both the Open Market and the FutureTense comparable
companies, PaineWebber analyzed a number of different data items including the
market value of the total outstanding equity and its multiples based on latest
twelve months revenue, last-quarter-annualized revenue, and projected revenues.

   PaineWebber also examined the product portfolios and operations of Open
Market relative to the Open Market comparable companies and the product
portfolios and operations of FutureTense relative to the FutureTense comparable
companies. However, because of the inherent differences between the product
portfolios and operations of Open Market and FutureTense and the Open Market
and FutureTense comparable

                                       34
<PAGE>

companies, PaineWebber believed that a purely quantitative analysis would be
insufficient and not adequately reliable to render a fairness opinion. As
PaineWebber informed the Open Market board, an appropriate use of comparable
company analysis in this instance would involve qualitative judgments
concerning differences between the financial and operating characteristics and
products under development which would affect the public trading values of Open
Market and FutureTense comparable companies and Open Market and FutureTense.

   Selected Comparable Transaction Analysis. PaineWebber reviewed publicly
available financial information for selected mergers and acquisitions of
software companies by/with other software companies. The selected software
mergers and acquisitions PaineWebber analyzed included (acquiror/target):

<TABLE>
      <S>                                        <C>
      Security First Technology/Edify            Vignette/Diffusion
      America Online/Netscape Communications     Symantec/Quarterdeck
      Epicor Software/DataWorks                  Network Associates/Cybermedia
      Platinum Technology/Logic Works            Open Market/Folio
</TABLE>

   With respect to the recent software transactions PaineWebber analyzed,
PaineWebber reviewed a number of different data items including the market
value of the total outstanding equity and its multiples based on latest twelve
months revenue and projected revenues.

   Because the reasons for and the circumstances surrounding each of the
transactions analyzed were specific to each transaction and because of the
inherent differences between the businesses, operations and prospects of Open
Market and FutureTense compared to the businesses, operations and prospects of
the companies that were parties to the selected mergers and acquisitions
PaineWebber analyzed, PaineWebber believed it was inappropriate to, and
therefore did not, rely solely on the quantitative results of the analysis, and
accordingly also made qualitative judgments concerning differences between the
characteristics of these transactions. These qualitative judgments did not lead
to specific conclusions regarding the fairness of the merger consideration, but
rather were part of PaineWebber's evaluation of the relevance of this analysis
under the particular circumstances of the merger.

   Pro Forma Analysis. PaineWebber performed an analysis of the potential pro
forma effect of the transaction on Open Market's earnings per share and revenue
per share for the fiscal years ending December 31, 1999 and December 31, 2000.
PaineWebber combined the projected operating results of FutureTense as provided
by FutureTense management with the projected operating results of Open Market
as provided by the management of Open Market to arrive at the combined company
projected net income and projected revenue, giving effect to synergies provided
by Open Market management which may result from the transaction. PaineWebber
divided these results by the approximate number of diluted shares outstanding
following the transaction to arrive at a combined company diluted earnings per
share and revenue per share. PaineWebber then compared the combined company
earnings per share and revenue per share to Open Market's projected earnings
per share and projected revenue per share on a stand-alone basis as provided by
Open Market management.

   The preparation of a fairness opinion involves various determinations as to
the most appropriate and relevant quantitative methods of financial analyses
and the application of those methods to the particular circumstances and,
therefore, such an opinion is not readily susceptible to partial analysis or
summary description. Accordingly, PaineWebber believes that its analysis must
be considered as a whole and that considering any portion of such analysis and
of the factors considered, without considering all analyses and factors, could
create a misleading or incomplete view of the process underlying the opinion.
In its analyses, PaineWebber made numerous assumptions with respect to industry
performance, general business and economic conditions and other matters, many
of which are beyond the control of Open Market and

                                       35
<PAGE>

FutureTense. Any estimates contained in these analyses are not necessarily
indicative of actual values or predictive of future results or values, which
may be significantly more or less favorable than as set forth therein.
Accordingly, such estimates are inherently subject to substantial uncertainty
and neither Open Market nor PaineWebber assumes responsibility for the accuracy
of such estimates. In addition, analyses relating to the value of businesses do
not purport to be appraisals or to reflect the prices at which such businesses
may actually be sold.

   Open Market selected PaineWebber to be its financial advisor in connection
with the merger because PaineWebber is a prominent investment banking and
financial advisory firm with experience in the valuation of businesses and
their securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of securities, private placements and
valuations for corporate purposes.

   Pursuant to an engagement letter between Open Market and PaineWebber dated
June 4, 1999, PaineWebber will receive a fee of $625,000, payable upon
completion of the merger, of which $500,000 was earned for rendering its
opinion. In addition, PaineWebber will be reimbursed for certain of its related
expenses. PaineWebber will not be entitled to any additional fees or
compensation in the event the merger is not approved or otherwise consummated.
Open Market also agreed, under separate agreement, to indemnify PaineWebber,
its affiliates and each of its directors, officers, agents and employees and
each person, if any, controlling PaineWebber or any of its affiliates against
certain liabilities, including liabilities under federal securities laws.

   In the past, PaineWebber and its affiliates have provided investment banking
and other financial services to Open Market and have received fees for
rendering these services.

   In the ordinary course of PaineWebber's business, PaineWebber may actively
trade the securities of Open Market for its own account and for the accounts of
its customers and, accordingly, may at any time hold long or short positions in
such securities.

Interests of Executive Officers and Directors of FutureTense in the Merger

   You should be aware of the interests that executive officers and directors
of FutureTense have in the merger. These interests are different from and in
addition to your and their interests as stockholders. These include:

  .  accelerated vesting of stock options;

  .  employment and consulting agreements;

  .  indemnification and directors and officers' liability insurance; and

  .  an invitation to Ronald J. Matros, Paul L. Sagan and Harland K. LaVigne
     to join the Open Market board of directors upon the completion of the
     merger.

   In discussing the fairness of the merger to the stockholders of FutureTense,
the FutureTense board took into account these interests. These interests are
summarized below:

   FutureTense Stock Options and Common Stock Subject to Repurchase. Assuming
the merger is completed in October 1999, options to purchase an aggregate of
approximately 823,519 shares of FutureTense common stock granted to directors
and executive officers of FutureTense will accelerate upon the completion of
the merger. In addition, FutureTense's right to repurchase at a formula price
an aggregate of 340,000 shares of FutureTense common stock held by executive
officers and directors will terminate upon the completion of the merger. The
foregoing amounts do not include options that have been or may be issued by
FutureTense after August 31, 1999.



                                       36
<PAGE>


   The option acceleration and termination of repurchase rights for the
executive officers and directors of FutureTense are set forth below as of
August 31, 1999, assuming the merger occurs on October 14, 1999:

<TABLE>
<CAPTION>
                                                                                              Option Shares
                         Date of   Number of Shares             Number of Shares of Common     Accelerated
                          Option   of Common Stock   Exercise    Stock Subject to Options     in Connection
Officer or Director       Grant   Subject to Options  Price   That are Vested as of 10/14/99*  With Merger
-------------------      -------- ------------------ -------- ------------------------------- -------------
<S>                      <C>      <C>                <C>      <C>                             <C>
Paul Hallee.............   4/3/98      125,000        $ .20                46,875                 78,125
                           4/9/99       30,000          .20                 3,750                 13,125
Harland K. LaVigne...... 11/11/96       62,500          .20                50,781                  5,859
William C. Machanic.....  9/12/97      200,000          .20               112,500                 87,500
Peter F. Masucci........  1/18/99      100,000          .20                18,750                 60,937
Ronald J. Matros........   3/7/97      454,985          .20               284,366                170,619
                          10/9/98      245,015          .20                61,254                183,761
                           4/9/99      100,000          .20                12,500                 87,500
Carol J. Mitchell.......  2/20/98      125,000          .20                46,875                 78,125
                           6/4/99       12,500         3.00                 1,563                  5,468
                           8/6/99       12,500         4.70                   781                  5,859
Paul L. Sagan........... 10/28/98       40,000          .20                10,000                 15,000
Shahpoor Shayan.........  2/20/98       50,000          .20                18,750                 31,250
</TABLE>
--------
*  Options have a term of ten years from the date of grant and become
   exercisable as to 6.25% of the shares covered at the end of the first
   quarter following the date of grant and for each quarter thereafter for the
   next fifteen quarters.

<TABLE>
<CAPTION>
                                                              Number of Shares
                         Number of Shares Number of Shares of    for which
                           Beneficially     Common Stock no      Repurchase
                         Owned Subject to  Longer Subject to  Rights Terminate
                            Repurchase        Repurchase       in Connection
Officer or Director          Rights*      Rights as of 9/1/99   With Merger
-------------------      ---------------- ------------------- ----------------
<S>                      <C>              <C>                 <C>
Bagepalli Cheluva
 Krishna................    1,000,000(1)        800,000           200,000
Howard Webber...........      700,000(2)        560,000           140,000
</TABLE>
--------
*   Repurchase rights terminate at a rate of 5% per quarter through
    September 1, 2000.
(1)  500,000 shares issued on each of April 17, 1995 and January 2, 1996.
(2)  500,000 shares issued on April 17, 1995 and 200,000 issued on January 2,
     1996. Shares includes shares held in trust for Mr. Webber and his wife.

   Employment Agreements. Certain officers and other employees of FutureTense
have entered into employment agreements with Open Market that become effective
upon the merger. These persons include Ronald J. Matros, Bagepalli Cheluva
Krishna, Carol J. Mitchell, Daniel E. Latham and Julie A. Melbin. Each of these
agreements provides for the following:

  .  a minimum of six months severance unless the employee's termination is
     for cause or at the election of the employee;

  .  a grant of stock options under the Open Market 1994 Incentive Stock
     Option Plan; and

  .  non-competition provisions that survive for two years after termination.

   In addition, the employment agreements for Messrs. Matros, Krishna and
Latham and Ms. Melbin provide for participation in Open Market's 1999 Executive
Short Term Incentive Plan. Furthermore, the agreement with Mr. Matros provides
for certain minimum bonuses. Each of Messrs. Matros and Krishna and Ms.
Mitchell has also entered into Open Market's standard executive retention
agreement. This agreement assures Open Market that it will have the continued
dedication of these individuals, notwithstanding the possibility, threat or
occurrence of a change of control of Open Market. In the event of a change of
control, and Open Market's

                                       37
<PAGE>


termination of the employment of Messrs. Matros or Krishna or Ms. Mitchell at
any time during the ensuing 12-month period (other than for cause, disability
or death) or by them for good reason (including a material reduction in
employment, compensation or benefits), they shall be eligible to receive a cash
severance payment and are also entitled to any amounts or benefits required to
be paid or provided to them or which they are eligible to receive following the
termination under any plan, program, policy, practice, contract or agreement of
Open Market. Except in certain circumstances, the outstanding options of the
individual at the time of termination shall accelerate and become immediately
exercisable. In addition, for a period of six months after termination, Open
Market shall continue to provide these individuals with certain benefits
(excluding any benefits under any savings and/or retirement plans) that are
provided to other peer executives of Open Market. However, if these persons
become employed with another employer during the six month period after
termination and are eligible to receive benefits, Open Market's benefits shall
be secondary to those provided by the new employer.

   In addition, Howard Webber has entered into a one year consulting agreement
with Open Market, which becomes effective upon completion of the merger,
pursuant to which Mr. Webber will provide reasonable consulting services to
Open Market not to exceed ten hours per week for pay equivalent to an annual
base salary of $110,000 for the one-year period.

   Indemnification and Insurance. The merger agreement provides that for six
years after the completion of the merger:

  .  Open Market will not alter or impair any exculpatory or indemnification
     provision now existing in the FutureTense by-laws; and

  .  Open Market will cause FutureTense to maintain a directors' and
     officers' liability insurance policy on terms no less favorable than
     FutureTense's existing policy.

   In addition, the merger agreement provides that Open Market will indemnify
each present and former director and officer for all liabilities pertaining to
matters existing or occurring at or prior to the completion of the merger.

Treatment of FutureTense Common Stock and Preferred Stock

   The conversion ratio for the conversion of FutureTense common stock into
Open Market common stock will change over time. Thus, the exact conversion
ratio will not be known until the closing of the merger. Unknown variables used
in computing the conversion ratio include the amount of deductible obligations
of FutureTense, and the number and exercise price of outstanding stock options
on the closing date of the merger. FutureTense estimates that the amount of
deductible obligations used in computing the conversion ratio may range from
$800,000 to $4,400,000 depending on the closing date of the merger. In
addition, there are currently 22,021,131 shares of FutureTense common stock
outstanding on a fully diluted basis (including options and warrants) and under
the merger agreement, FutureTense may issue options to purchase up to 390,500
additional shares of FutureTense common stock to new employees at an exercise
price equal to the fair market value of FutureTense common stock prior to the
closing. Additional options may be issued with the consent of Open Market.

Accounting Treatment of the Merger

   The merger is intended to qualify as a pooling of interests for financial
reporting purposes under U.S. GAAP. Under this method of accounting, the
recorded assets and liabilities of FutureTense will be carried forward to Open
Market at their recorded amounts, the operating results of Open Market will
include the operating results of FutureTense for the entire year in which the
combination occurs and the reported operating results of the separate companies
for periods prior to the year in which the combination occurs will be combined
and restated as the operating results of Open Market.


                                       38
<PAGE>

   FutureTense has agreed to use its reasonable best efforts to cause each of
its affiliates to execute a written agreement to the effect that such person
will not transfer shares of common stock or preferred stock of FutureTense
during the period beginning 30 days prior to the effective time of the merger
and ending on the date that Open Market publishes financial statements which
reflect 30 days of combined operations of Open Market and FutureTense (which
agreements relate to the ability of Open Market to account for the merger as a
pooling of interests).

Regulatory Approvals

   Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
including the rules and regulations promulgated thereunder, the acquisition of
shares of Open Market common stock in the merger by Greylock Equity Limited
Partnership may not be consummated until notifications have been furnished to
the Federal Trade Commission and the Antitrust Division of the Department of
Justice and specified waiting period requirements have been satisfied. Greylock
filed a pre-merger notification and report form with the FTC and the Antitrust
Division on August 2, 1999.

   At any time before the effective time of the merger, the Antitrust Division,
the FTC or a private person or entity could seek under antitrust laws, among
other things, to enjoin the merger and any time after the effective time of the
merger, to cause Open Market to divest itself, in whole or in part, of the
surviving corporation of the merger or of certain businesses conducted by the
surviving corporation of the merger. There can be no assurance that a challenge
to the merger will not be made or that, if such a challenge is made, Open
Market will prevail. The obligations of Open Market and FutureTense to
consummate the merger are subject to the condition that any applicable waiting
period under the Hart-Scott-Rodino Act shall have expired without action by the
Antitrust Division or the FTC to prevent consummation of the merger. See "the
Merger Agreement--Conditions to Obligations to Effect the Merger."

Material United States Federal Income Tax Considerations

   Generally. In the opinion of Hale and Dorr LLP, counsel to Open Market, and
in the opinion of Testa, Hurwitz & Thibeault, LLP, counsel to FutureTense, the
material United States federal income tax considerations generally applicable
to United States holders of FutureTense common stock, Series A preferred stock,
Series B preferred stock, Series C preferred stock and Series D preferred stock
who, pursuant to the merger, exchange their FutureTense common stock or
FutureTense preferred stock solely for Open Market common stock, are described
below. The discussion is based on and subject to the Internal Revenue Code,
Treasury Regulations under the Internal Revenue Code, existing administrative
interpretations and court decisions as of the date of this joint proxy
statement and prospectus, all of which are subject to change (possibly with
retroactive effect) and all of which are subject to differing interpretation.
The discussion does not address the effects of the merger under any state,
local or foreign tax laws.

   The discussion below and the opinions of Hale and Dorr LLP and Testa,
Hurwitz & Thibeault, LLP do not purport to deal with all aspects of federal
income taxation that may affect particular stockholders in light of their
individual circumstances, and they do not address any tax consequences for
stockholders subject to special treatment under the federal income tax law
(including insurance companies, tax-exempt organizations, financial
institutions, broker-dealers, foreign individuals or entities, stockholders who
hold their stock as part of a hedge, appreciated financial position, straddle
or conversion transaction, stockholders who do not hold their stock as capital
assets and stockholders who have acquired their stock upon the exercise of
employee stock options or otherwise as compensation). In addition, the
discussion below and such opinions do not consider the effect of any applicable
state, local or foreign laws. Each FutureTense stockholder is urged to consult
its tax advisor with respect to the specific tax consequences of the merger to
them, including the effect of United States federal, state and local, and
foreign and other tax rules, and the effect of possible changes in tax laws.

   It is a condition to the obligation of Open Market to effect the merger that
Open Market receive an opinion from its counsel, Hale and Dorr LLP, and it is a
condition to the obligation of FutureTense to effect the

                                       39
<PAGE>

merger that FutureTense receive an opinion from its counsel, Testa, Hurwitz &
Thibeault, LLP, in each case to the effect that the merger constitutes a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code for federal income tax purposes. Assuming the merger qualifies as a
reorganization there are the following tax consequences:

   Tax Consequences to Open Market, OM/SA Acquisition Corporation and
FutureTense. For federal income tax purposes, no gain or loss will be
recognized by Open Market, OM/SA Acquisition Corporation or FutureTense upon
the conversion of FutureTense stock into shares of Open Market common stock
pursuant to the merger.

   Tax Consequences to FutureTense Stockholders. For federal income tax
purposes, (i) no gain or loss will be recognized by the stockholders of
FutureTense upon the conversion of their shares of FutureTense stock into
shares of Open Market common stock pursuant to the merger, except with respect
to cash, if any, received in lieu of fractional shares of Open Market common
stock, (ii) the aggregate tax basis of the shares of Open Market common stock
received in exchange for shares of FutureTense stock pursuant to the merger
(including a fractional share of Open Market common stock for which cash is
received) will be the same as the aggregate tax basis of such shares of
FutureTense stock, (iii) the holding period for shares of Open Market common
stock received in exchange for shares of FutureTense stock will include the
holder's holding period for such shares of FutureTense stock, and (iv) a
stockholder of FutureTense who receives cash in lieu of a fractional share of
Open Market common stock will recognize gain or loss equal to the difference,
if any, between such stockholder's basis in the fractional share (determined
under clause (ii) above) and the amount of cash received.

   The opinions described above do not apply to stockholders who exercise
appraisal rights. A holder of FutureTense stock who exercises appraisal rights
with respect to the merger and receives cash in exchange for shares of
FutureTense stock will generally recognize capital gain or loss measured by the
difference between the amount of cash received and the stockholder's basis in
those shares, provided that the payment is not treated as a dividend pursuant
to Section 302 of the Code or otherwise. A sale of shares based on an exercise
of appraisal rights generally will not be treated as a dividend if the
stockholder exercising appraisal rights owns no shares of Open Market
immediately after the merger, after giving effect to the constructive ownership
rules pursuant to the Code. The capital gain or loss will be long-term capital
gain or loss if the holder's holding period in the shares is more than one
year. Any payment in respect of an exercise of appraisal rights may be subject
to backup withholding where required by the Code.

   Moreover, the opinions described above will be based on certain assumptions,
and both Hale and Dorr LLP and Testa, Hurwitz & Thibeault, LLP will receive and
rely upon representations, unverified by counsel, contained in certificates of
Open Market, FutureTense and possibly others. The inaccuracy of any of those
assumptions or representations might jeopardize the validity of the opinions
rendered. Those opinions will neither bind the Internal Revenue Service nor
preclude the Internal Revenue Service from adopting positions contrary to those
expressed above, and no assurance can be given that contrary positions will not
be asserted successfully by the Internal Revenue Service or adopted by a court
if the issues are litigated. Neither Open Market nor FutureTense intends to
obtain a ruling from the Internal Revenue Service with respect to the tax
consequences of the merger.

   If the IRS were to successfully challenge the "reorganization" status of the
merger, each FutureTense stockholder would recognize taxable gain or loss with
respect to the FutureTense stock surrendered, measured by the difference
between (i) the fair market value, as of the time of the merger, of the Open
Market common stock received in the merger and (ii) the stockholder's tax basis
in the FutureTense stock surrendered therefor in the merger. In such event, a
stockholder's aggregate basis in the Open Market common stock so received would
equal its fair market value as of the time of the merger and the holding period
for such stock would begin the day after the merger.

   Taxation of Escrowed Shares. Under the merger agreement, each FutureTense
stockholder (other than a stockholder validly asserting appraisal rights) will
receive outright, upon surrender of its shares of FutureTense stock, shares of
Open Market common stock equal to 90% of the whole number of shares of Open
Market

                                       40
<PAGE>

common stock into which the shares of FutureTense stock surrendered by the
stockholder are to be converted. The remaining 10% of the whole number of
shares of Open Market common stock into which the FutureTense stock are to be
converted will be placed in escrow as security for indemnification obligations
incurred by the FutureTense stockholders pursuant to the merger agreement. Each
FutureTense stockholder will be credited with the number of shares placed in
escrow on its behalf. See "--Indemnification."

   Each FutureTense stockholder will allocate its basis in its shares of
FutureTense stock among all of the shares of Open Market common stock received
by the stockholder as a result of the merger, including both shares of Open
Market common stock received outright and shares of Open Market common stock
placed in escrow on the stockholder's behalf.

   No gain or loss will be recognized by a FutureTense stockholder upon the
distribution of escrowed shares of Open Market common stock to the stockholder
upon termination of the escrow arrangement.

   If the indemnification representative elects to sell any of the escrowed
shares of Open Market common stock, each stockholder will recognize gain or
loss at the time of sale in an amount equal to the difference, if any, between
that stockholder's basis in the escrowed shares that are sold on his behalf
(determined under clause (ii) under the heading "--Tax Consequences to
FutureTense Stockholders," above) and the amount realized upon the sale,
notwithstanding that the escrow agent will retain the proceeds of the sale. No
further gain or loss will be recognized by a FutureTense stockholder upon the
receipt of any such sale proceeds that are distributed to the stockholder upon
termination of the escrow agreement.

   If shares of escrowed Open Market common stock are distributed to Open
Market on behalf of a FutureTense stockholder in satisfaction of
indemnification claims, although the tax consequences to such stockholder are
not clear because of the absence of legislative, judicial or administrative, or
other authority directly on point, such FutureTense stockholder should be able
to take the position that gain or loss should not be recognized. It is
possible, however, that the IRS may assert that gain or loss should be
recognized. Stockholders should consult their tax advisors for advice and more
information on this point.

   Each FutureTense stockholder will be subject to United States federal income
tax on all amounts earned on property held by the escrow agent and credited to
that stockholder. Any dividends paid on the escrowed Open Market common stock
will be distributed currently to the FutureTense stockholders, subject to
limited exceptions. Any other earnings with respect to property held in the
escrow will be retained by the escrow agent and will remain subject to
indemnification claims, notwithstanding that the FutureTense stockholders are
subject to United States federal income tax on these amounts.

   In the event that some or all of the proceeds from any sales of escrowed
shares on behalf of a stockholder, or earnings on escrowed property, are
distributed to Open Market in satisfaction of an indemnification claim, the
amount of such proceeds will be allocated among and added to the stockholder's
tax basis in the stockholder's remaining shares of Open Market common stock. In
the event that some or all of the shares of escrowed stock are distributed to
Open Market in satisfaction of an indemnification claim, the stockholder's tax
basis in such shares of escrowed stock that have been returned to Open Market
will be allocated among and added to the stockholder's tax basis in the
stockholder's remaining shares of Open Market common stock (unless gain or loss
has already been recognized on those shares, see above, in which case the
adjustment to basis may differ).

   FutureTense stockholders will be required to attach a statement to their tax
returns for the year of the merger that contains the information listed in
Treasury Regulation Section 1.368-3(b). Such statement must include the
stockholder's tax basis in the stockholder's FutureTense stock and a
description of the Open Market common stock received therefor. FutureTense
stockholders are urged to consult their tax advisors with respect to this
statement and any other tax reporting requirements.

   We intend this discussion to provide only a summary of the material federal
income tax consequences of the merger. We do not intend that it be a complete
analysis or description of all

                                       41
<PAGE>

potential federal income tax consequences of the merger. We do not address
certain categories of stockholders, and we do not address state, local or
foreign tax consequences. In addition, as noted above, we do not address tax
consequences that may vary with, or are contingent upon, individual
circumstances. We strongly urge you to consult your tax advisor to determine
your particular United States federal, state, local or foreign income or other
tax consequences resulting from the merger, in light of your individual
circumstances.

Nasdaq National Market Quotation

   It is a condition to the closing of the merger that the shares of Open
Market common stock to be issued pursuant to the merger agreement be listed on
the Nasdaq National Market. Open Market filed a notification form for listing
of additional shares on August 5, 1999.

Resales of Open Market Common Stock Issued in Connection with the Merger;
Affiliate Agreements

   Open Market common stock issued in connection with the merger will be freely
transferable, except that shares of Open Market common stock received by
persons who are deemed to be "affiliates," as such term is defined by Rule 144
under the Securities Act of 1933, of FutureTense at the effective time of the
merger may be resold by them only in transactions permitted by the resale
provisions of Rule 145 under the Securities Act of 1933 or as otherwise
permitted under the Securities Act of 1933. The executive officers and
directors and persons who may be affiliates of FutureTense have executed a
written affiliate agreement providing, among other things, that such person
will not offer, sell, transfer or otherwise dispose of any of the shares of
Open Market common stock obtained as a result of the merger except in
compliance with the Securities Act of 1933 and the rules and regulations of the
Securities and Exchange Commission thereunder. Each affiliate agreement also
will provide that the affiliate covered by such agreement may not take a number
of actions that would jeopardize the accounting treatment of the merger as a
pooling of interests. The executive officers and directors and persons who may
be affiliates of Open Market have executed a written agreement providing that
the affiliate covered by such agreement may not take actions that would
jeopardize the accounting treatment of the merger as a pooling of interests.

   Securities and Exchange Commission guidelines regarding qualifying for the
pooling of interests method of accounting also limit sales of shares of Open
Market and FutureTense by their affiliates. The pooling of interests method of
accounting will generally not be challenged by the Securities and Exchange
Commission on the basis of sales by affiliates if they do not dispose of any of
the shares of Open Market or FutureTense during the period beginning 30 days
before the merger and ending when financial results covering at least 30 days
of post-merger operations of Open Market have been published.

Cautionary Statement Concerning Forward-Looking Statements

   Open Market and FutureTense believe this document and the documents
incorporated by reference herein contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties and are based on the beliefs
and assumptions of management of Open Market and FutureTense, based on
information currently available to each company's management. When we use words
such as "believes," "expects," "anticipates," "intends," "plans," "estimates,"
"should," "likely" or similar expressions, we are making forward-looking
statements. Forward-looking statements include the information concerning
possible or assumed future results of operations of Open Market set forth:

  .  under "Summary," "Selected Historical and Unaudited Pro Forma Combined
     Financial Data," "Risk Factors," "The Merger--Background of the Merger,"
     "Open Market's Reasons for the Merger," "FutureTense's Reasons for the
     Merger," "--Opinion of Financial Advisor to Open Market," and "Unaudited
     Pro Forma Condensed Combined Financial Statements"; and


                                       42
<PAGE>

  .  under "Business" and "Management's Discussion and Analysis of Financial
     Condition and Results of Operations" in Open Market's Annual Report on
     Form 10-K/A and Quarterly Reports on Form 10-Q incorporated by reference
     into this document.

   Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. The future results and stockholder values
of Open Market or FutureTense may differ materially from those expressed in the
forward-looking statements. Many of the factors that will determine these
results and values are beyond our ability to control or predict. Stockholders
are cautioned not to put undue reliance on any forward-looking statements. For
those statements, we claim the protection of the safe harbor for forward-
looking statements contained in the Private Securities Litigation Reform Act of
1995.

   For a discussion of some of the factors that may cause actual results to
differ materially from those suggested by the forward-looking statements,
please read carefully the information under "Risk Factors" beginning on page 6.
In addition to the risk factors and other important factors discussed elsewhere
in the documents which are incorporated by reference into this joint proxy
statement/prospectus, you should understand that the following important
factors could affect the future results of Open Market and could cause results
to differ materially from those suggested by the forward-looking statements:

  .  increased competitive pressures, both domestically and internationally,
     which may affect sales of Open Market's products and impede Open
     Market's ability to maintain its market share and pricing goals;

  .  changes in United States, global or regional economic conditions which
     may affect sales of the combined company's products and increase costs
     associated with manufacturing and distributing such products;

  .  changes in United States and global financial and equity markets,
     including significant interest rate fluctuations, which may increase the
     cost of external financing for Open Market's operations, and currency
     fluctuations, which may negatively impact Open Market's reportable
     income;

  .  problems arising from the potential inability of computers to properly
     recognize and process date-sensitive information beyond January 1, 2000
     which may result in an interruption in, or a failure of, normal business
     activities or operations of Open Market, its suppliers and customers;

  .  changes in laws or regulations, third party relations and approvals,
     decisions of courts, regulators and governmental bodies which may
     adversely affect Open Market's business or ability to compete; and

  .  other risks and uncertainties as may be detailed from time to time in
     Open Market's public announcements and Securities and Exchange
     Commission filings.

   This list of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.

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<PAGE>

                              THE MERGER AGREEMENT

   The following is a brief summary of the material provisions of the merger
agreement, a copy of which is attached as Annex A to this joint proxy
statement/prospectus and is incorporated by reference into this summary. The
summary is not complete and is qualified in its entirety by reference to the
merger agreement. We urge all stockholders of Open Market and FutureTense to
read the merger agreement in its entirety for a more complete description of
the terms and conditions of the merger.

General

   Following the adoption of the merger agreement by the stockholders of
FutureTense, the approval of the issuance of shares of Open Market common stock
as contemplated by the merger agreement by the stockholders of Open Market and
the satisfaction or waiver of the other conditions to the merger, a wholly-
owned subsidiary of Open Market, named "OM/SA Acquisition Corporation," will be
merged into FutureTense. FutureTense will survive the merger as a wholly-owned
subsidiary of Open Market. If all conditions to the merger are satisfied or
waived, the merger will become effective at the time of the filing by the
surviving corporation of a duly executed certificate of merger with the
Secretary of State of the State of Delaware.

Conversion of Shares

   Treatment of FutureTense Preferred Stock. Holders of at least two-thirds of
each of the FutureTense series of preferred stock have agreed to convert their
preferred stock to common stock immediately prior to the merger. As a result,
immediately prior to the merger each outstanding share of FutureTense Series A
preferred stock, Series B preferred stock and Series C preferred stock will be
converted into five shares of FutureTense common stock and each outstanding
share of FutureTense Series D preferred stock will be converted into one share
of FutureTense common stock.

   Treatment of FutureTense Common Stock and Determination of Conversion
Ratio. At the effective time of the merger, each issued and outstanding share
of FutureTense common stock, other than shares held in the treasury of
FutureTense, shares held by Open Market or OM/SA Acquisition Corporation or
dissenting shares, will be converted into the right to receive a number of
shares of Open Market common stock equal to the conversion ratio. The
conversion ratio will equal the number determined by dividing (a) the
difference between (1) the sum of $125,000,000 and the aggregate amount
receivable by FutureTense upon the exercise of outstanding options of
FutureTense and (2) certain deductible obligations described below by (b)
$14.7064, and then dividing the quotient by the sum of (x) the number of shares
of common stock of FutureTense issued and outstanding, (y) the number of shares
of common stock of FutureTense issuable upon exercise of outstanding options
and warrants whether vested, unvested or subject to repurchase by FutureTense
following the exercise and (z) the number of shares of common stock issuable by
FutureTense upon conversion of its preferred stock, all of which will be
determined immediately prior to the effective time of the merger.

   Deductible obligations are the sum, immediately prior to the effective time
of the merger, of certain amounts paid or to be paid by FutureTense in
connection with the merger, the preparation of the Registration Statement on
Form S-4 and the transactions contemplated by the merger agreement, including
the fees and expenses of R.S. Cheheyl, all FutureTense legal and accounting
fees, the amount payable in respect of any outstanding FutureTense warrants
payable in cash at the closing and not exercisable into shares of FutureTense,
and the amount of any FutureTense indebtedness incurred after June 30, 1999 and
before December 31, 1999 (or if earlier, the closing date), as adjusted.

   It is estimated that each share of FutureTense common stock outstanding
immediately prior to the effective time of the merger will be exchanged for not
less than .3590 nor more than .4011 of a share of Open Market common stock.
Based on these estimated conversion ratios, approximately 6,800,000 to
7,700,000 shares of Open Market common stock will be issued in the merger. The
actual number of shares of Open Market

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<PAGE>

common stock issued in the merger may not fall within this estimated range
because the exact conversion ratio is dependent on a number of variables that
cannot be calculated until shortly before the closing, including the number of
shares of FutureTense common stock outstanding at the closing, the aggregate
amount receivable by FutureTense upon the exercise of outstanding options of
FutureTense and the amount of deductible obligations described above. For
purposes of calculating the estimated conversion ratios above we have taken
into account the uncertainty as to the timing of the closing of the merger and
the future results of operations of FutureTense.

   One preferred stock purchase right will attach to and be issued with each
share of Open Market common stock issued in the merger. Ten percent of all
shares to be received by FutureTense stockholders in the merger will be placed
in escrow to cover indemnification obligations.

Creation of Escrow

   By approving the merger, the FutureTense stockholders will authorize the
creation of the escrow and the appointment of Jarret Collins as their
representative with respect to indemnification matters (and Barry Fidelman as a
substitute representative in the event Mr. Collins is unable to continue as
such representative).

Treatment of FutureTense Stock Options

   At the effective time of the merger, each unexpired and unexercised
outstanding option to purchase shares of FutureTense common stock, whether
vested or unvested, previously granted by FutureTense under its stock option
plan will be assumed by Open Market and converted into options to purchase
shares of Open Market common stock. The number of shares of Open Market common
stock subject to the assumed FutureTense stock options will be adjusted
pursuant to the conversion ratio. Any fractional shares of Open Market common
stock resulting from such adjustment will be rounded down to the nearest share.
The exercise price per share of Open Market common stock under the FutureTense
stock options will equal the exercise price per share of the FutureTense common
stock under the original stock options divided by the conversion ratio. The
exercise prices will be rounded up to the next highest whole cent.

Treatment of FutureTense Warrants

   At the effective time of the merger, all warrants to purchase shares of
FutureTense common stock or FutureTense preferred stock issued by FutureTense
will be assumed by Open Market and converted into warrants to purchase shares
of Open Market common stock. The number of shares of Open Market common stock
subject to the assumed FutureTense warrants will be adjusted pursuant to the
conversion ratio. Any fractional shares of Open Market common stock resulting
from such adjustment will be rounded down to the nearest share. The exercise
price per share of Open Market common stock under the FutureTense warrants will
equal the exercise price per share of the FutureTense common stock or
FutureTense preferred stock under the original warrants divided by the
conversion ratio. The exercise prices will be rounded up to the next highest
whole cent.

Exchange of Stock Certificates

   Fractional Shares. Open Market will not issue any fractional shares of Open
Market common stock in the merger. Instead, each holder of shares of
FutureTense common stock or FutureTense preferred stock exchanged pursuant to
the merger who would otherwise have been entitled to receive a fraction of a
share of Open Market common stock will be entitled to receive cash (without
interest) in an amount equal to the product of such fractional part of Open
Market common stock multiplied by the closing price per share of the Open
Market common stock on the Nasdaq National Market on the business day
immediately preceding the closing.

   Surrender of Shares of FutureTense Common Stock and FutureTense Preferred
Stock; Stock Transfer Books. Prior to the effective time of the merger, Open
Market will mail a notice and transmittal form to each

                                       45
<PAGE>

record holder of certificates representing FutureTense common stock and
FutureTense preferred stock advising the holders of the anticipated
effectiveness of the merger and the instructions for surrendering the
certificates for Open Market common stock and for the payment in lieu of
fractional shares. Holders of certificates who properly surrender their
certificates in accordance with the instructions in the notice will receive
certificates representing the number of shares of Open Market common stock
(other than the shares placed in the escrow), cash in lieu of any fractional
shares of Open Market common stock and any dividends or distributions to which
they are entitled. The surrendered certificates will be cancelled.

   No Further Registration or Transfer of FutureTense Common Stock and
FutureTense Preferred Stock. At the effective time of the merger, the stock
transfer books of FutureTense will be closed and there will be no further
transfers of shares of FutureTense common stock or FutureTense preferred stock
on the records of FutureTense. After the effective time of the merger, the
holders of FutureTense stock certificates will cease to have any rights with
respect to such shares of FutureTense common stock and FutureTense preferred
stock except as otherwise provided for in the merger agreement or by applicable
law.

   Dividends and Distributions. No dividends or other distributions declared or
made on or after the closing date of the merger with respect to shares of Open
Market common stock will be paid to the holder of any unsurrendered FutureTense
certificate with respect to the shares of Open Market common stock that the
holder thereof is entitled to receive, and no cash payment in lieu of
fractional shares will be paid to any such holder until the holder surrenders
such FutureTense certificate as provided above and provides such customary
representations and certifications as are requested in the transmittal form
sent to each holder. Upon such surrender, Open Market will pay to the person in
whose name the FutureTense certificates representing such shares of Open Market
common stock will be issued, without interest, any dividends or distributions
with respect to the shares of Open Market common stock which have a record date
on or after the closing date of the merger and have become payable between the
effective time of the merger and the time of such surrender.

   Lost Certificates. If any FutureTense certificates are lost, stolen or
destroyed, a FutureTense stockholder must provide an appropriate affidavit of
that fact. Open Market may require the owner of such lost, stolen or destroyed
FutureTense certificates to deliver a bond as indemnity against any claim that
may be made against Open Market with respect to the FutureTense certificates
alleged to have been lost, stolen or destroyed.

   Holders of FutureTense common stock or FutureTense preferred stock should
not send in their certificates until they receive a transmittal form from Open
Market.

Representations and Warranties

   The merger agreement contains representations and warranties of Open Market,
FutureTense and OM/SA Acquisition Corporation. These relate to:

  .  their organization, existence, good standing, corporate power and
     similar corporate matters;

  .  their capitalization;

  .  their authorization, execution, delivery and performance and the
     enforceability of the merger agreement and related matters;

  .  the absence of conflicts, violations and defaults under their corporate
     charters and by-laws and other agreements and documents;

  .  accounting and tax matters;

  .  brokers and finders; and

  .  the accuracy of information provided to the other party.


                                       46
<PAGE>

   FutureTense has also represented and warranted as to:

  .  required governmental and third-party consents;

  .  its subsidiaries;

  .  its financial statements;

  .  the absence of certain changes in its business since December 31, 1998;

  .  the absence of undisclosed liabilities;

  .  litigation;

  .  the absence of restrictions on its business activities;

  .  taxes and tax returns;

  .  its employee benefit plans;

  .  its material contracts, properties and leases;

  .  its licenses and permits;

  .  insurance;

  .  compliance with laws;

  .  intellectual property;

  .  its employees and consultants;

  .  environmental, health and safety matters;

  .  accounts receivable;

  .  powers of attorney;

  .  its customers;

  .  its suppliers;

  .  acquisitions;

  .  business relationships with affiliates;

  .  its books and records;

  .  the actions by its board of directors; and

  .  government contracts.

   Open Market has also represented and warranted as to the accuracy and
completeness of documents and reports filed by Open Market with the SEC.

Certain Covenants

   Conduct of Business Prior to the Merger. FutureTense has agreed that it will
carry on its business in the ordinary course in substantially the same manner
as previously conducted, except as contemplated by the merger agreement.
Specifically, FutureTense has agreed not to, without the prior written consent
of Open Market:

  .  with certain exceptions, issue or sell any shares of capital stock or
     other securities, except pursuant to the conversion or exercise of
     convertible securities, options or warrants;

  .  effect a stock split or declare or make any dividends or other
     distribution on its shares of capital stock;


                                       47
<PAGE>

  .  with certain exceptions, create, incur or assume indebtedness other than
     existing agreements, guarantee the obligations of any other person or
     entity or make any loans or investments in any other person or entity;

  .  enter into, adopt or amend any employee benefit plan or employment or
     severance arrangement or increase the compensation or fringe benefits
     of, or materially modify the employment terms of, its directors,
     officers or employees generally, or pay any benefit not required by any
     existing employee benefit plan;

  .  acquire, sell, lease, encumber or otherwise dispose of any assets or
     property other than in the ordinary course of business;

  .  amend its charter or bylaws;

  .  change its accounting methods in any material respect;

  .  discharge or satisfy any security interest or pay any obligation or
     liability other than in the ordinary course of business;

  .  mortgage or pledge any of its property or assets or subject any assets
     to a security interest;

  .  sell, assign, transfer or license any intellectual property other than
     in the ordinary course of business;

  .  enter into, amend, terminate, take or omit to take any action that would
     constitute a violation or default under, or waive any rights under, any
     material contract or agreement;

  .  make or commit to any capital expenditure in excess of $100,000 per
     expenditure or $750,000 in the aggregate;

  .  take or fail to take any action with the knowledge that the action or
     failure to take action would result in the conditions of the merger set
     forth in the merger agreement not being satisfied;

  .  take any action that would jeopardize the treatment of the merger as a
     pooling of interests transaction;

  .  make any material tax election; and

  .  hire any new employees for a salary in excess of $100,000 per annum.

   Open Market and FutureTense have each agreed to use its commercially
reasonable efforts to take all actions and to do all things necessary, proper
or advisable to consummate the transactions contemplated by the merger
agreement.

   FutureTense is Restricted from Trying to Sell to Another Party. FutureTense
has agreed that it will not, directly or indirectly, (1) encourage, solicit,
initiate, engage or participate in discussions or negotiations with any person
or entity (other than Open Market) concerning any merger, consolidation, sale
of material assets, tender offer, recapitalization, accumulation of shares of
FutureTense stock, proxy solicitation or other business combination involving
FutureTense or (2) provide any non-public information concerning the business,
properties or assets of FutureTense to any person or entity (other than Open
Market). FutureTense has further agreed to cause each of its officers,
directors, employees, representatives and agents not to do any of the things
described above. FutureTense has agreed that it will immediately notify Open
Market in detail about inquiries, discussions or negotiations of the nature
described above.

   Director and Officer Insurance and Indemnification. After the effective
time, Open Market will indemnify and hold harmless each present and former
director and officer of FutureTense against any costs or expenses pertaining to
matters existing or occurring at or prior to the effective time of the merger
to the fullest extent permitted under Delaware law. The merger agreement
provides that for a period of six years after the effective time of the merger,
Open Market will cause the surviving corporation to maintain in effect a
directors' and officers' liability insurance policy covering those persons who
are currently covered by FutureTense's directors' and officers' liability
insurance policies with respect to actions taken in their capacities as
directors and officers of FutureTense; provided, that Open Market will not be
required to expend in excess of 125% of the annual premium currently paid by
FutureTense for such coverage.

                                       48
<PAGE>

   Open Market has agreed that, to the extent allowed by applicable law, all
rights to indemnification existing on the date of the merger agreement in favor
of the present officers and directors of FutureTense prior to the merger as
provided in FutureTenses certificate of incorporation or bylaws shall continue
in full force and effect for a period of six years following the merger.

   Governmental and Third-Party Approvals. FutureTense and Open Market have
agreed to use their respective best efforts to obtain all approvals and
authorizations of all third parties and governmental entities which are
necessary to be obtained by them to consummate the merger.

   FutureTense is Required to Obtain Funding Through the Closing. FutureTense
has agreed to obtain funding to the extent necessary to fund its operations in
accordance with its existing business plan and to otherwise carry out its
business through January 7, 2000. FutureTense is currently negotiating a loan
agreement with Silicon Valley Bank for a loan in an amount up to $2,000,000.
FutureTense will also enter into an agreement with Open Market pursuant to
which Open Market will make loans to FutureTense of up to $1,000,000 in
aggregate principal amount, in increments of not less than $100,000, subject to
certain conditions, including:

  .  FutureTense shall have borrowed all funds available for borrowing under
     its line of credit with Silicon Valley Bank (including the $2,000,000
     loan being negotiated between Silicon Valley Bank and FutureTense);

  .  there are no defaults under the merger agreement; and

  .  there are no defaults under the loan agreement between Open Market and
     FutureTense.

   Interest will accrue on all outstanding balances at the prime rate announced
by The First National Bank of Boston from time to time plus 2% per year. The
total amount of principal and accrued interest is due and payable in full the
earlier of:

  .  February 28, 2000;

  .  45 days after the termination of the merger agreement; or

  .  upon any debt or equity financing of FutureTense other than the
     $2,000,000 loan with Silicon Valley Bank.

   Pooling. Open Market and FutureTense shall use their best efforts to allow
Open Market to account for the merger as a "pooling of interests" and shall use
their best efforts to have delivered to Open Market:

  .  a letter from PricewaterhouseCoopers LLP that FutureTense is "poolable"
     for accounting purposes under Accounting Principles Board Opinion No.
     16; and

  .  a letter from Arthur Andersen LLP that Open Market is "poolable" for
     accounting purposes and as to the appropriateness of accounting for the
     merger as a pooling of interests under Accounting Principles Board
     Opinion No. 16.

   Reseller Agreement. FutureTense and Open Market have entered into a non-
exclusive reseller agreement on industry standard terms with no up-front,
prepaid amounts due or minimum requirements, pursuant to which Open Market will
be able to resell FutureTense's IPS product prior to the completion of the
merger and undertake related joint marketing and joint development activities.

Related Matters After the Merger

   At the time of the merger, OM/SA Acquisition Corporation will be merged into
FutureTense and FutureTense will become the surviving corporation in the merger
and a wholly-owned subsidiary of Open

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<PAGE>

Market. Each share of OM/SA Acquisition Corporation common stock issued and
outstanding immediately prior to the merger will be converted into and
exchanged for one validly issued, fully paid and nonassessable share of common
stock of the surviving corporation. The certificate of incorporation of OM/SA
Acquisition Corporation, as in effect immediately prior to the time of the
merger, will become the certificate of incorporation of the surviving
corporation, except that the name shall be changed to the name of FutureTense.
The bylaws of OM/SA Acquisition Corporation will become the bylaws of the
surviving corporation, except that the name shall be changed to the name of
FutureTense.

Indemnification of Open Market by Stockholders

   The merger agreement provides that the FutureTense stockholders who receive
Open Market common stock in the merger will indemnify Open Market for any and
all damages, subject to the limitations described below, Open Market may suffer
as a result of any of the following:

  .  a misrepresentation or breach of any representation, warranty or
     covenant contained in the merger agreement;

  .  any claim made by a FutureTense stockholder or former FutureTense
     stockholder based upon ownership or other stockholder rights; or

  .  any liability arising out of any material tax return that FutureTense
     has not filed.

   The representations, warranties and obligations contained in the merger
agreement continue in effect for one year following the closing.

   To secure the indemnification obligations of the FutureTense stockholders
and optionholders, ten percent of the Open Market common stock that would
otherwise be payable to the FutureTense stockholders at the closing will be
held in escrow. Pursuant to the merger agreement, Jarret Collins has been
designated as the representative of the FutureTense stockholders with respect
to indemnification matters.

   The total liability of the FutureTense stockholders for their
indemnification obligations shall not exceed the fair market value of amounts
held in escrow, and the FutureTense stockholders shall not be liable until the
aggregate claim for damages exceeds $500,000, at which time the FutureTense
stockholders shall be liable for all damages in excess of $500,000. The
foregoing limitations shall not apply to the breach of representations and
warranties by Open Market or by FutureTense regarding organization and
corporate existence, capitalization or authorization of the merger.

   No FutureTense stockholder shall have a right of contribution against
FutureTense with respect to any breach by FutureTense of any representation,
warranty, covenant or agreement.

Conditions to Obligations to Effect Merger

   The respective obligations of Open Market and FutureTense to effect the
merger are subject to the satisfaction or waiver of the following conditions:
(1) the authorization of the issuance of shares of Open Market common stock in
connection with the merger must have been approved by the stockholders of Open
Market and (2) all applicable waiting periods, and any extensions of these
periods, under the Hart Scott Rodino Act shall have expired or otherwise been
terminated.

   In addition, the obligations of Open Market and OM/SA Acquisition
Corporation to effect the merger are subject to the satisfaction or waiver of
the following conditions:

  .  the holders of no more than 3% of the outstanding voting stock of
     FutureTense vote against the approval of the merger agreement and
     dissent;

                                       50
<PAGE>

  .  FutureTense must have obtained all waivers, permits, consents, approvals
     or other authorizations required by Open Market and effected certain
     registrations, filings and notices required to effect the merger;

  .  the representations and warranties of FutureTense in the merger
     agreement must be true and correct as of the date of the merger
     agreement and at the effective time except to the extent that the
     inaccuracy of any representation or warranty is the result of events or
     circumstances occurring after July 14, 1999 and any such inaccuracies
     would not have a material adverse effect on the ability of the parties
     to consummate the merger;

  .  FutureTense shall have performed or complied with all obligations
     required to be performed or complied with under the merger agreement at
     or prior to the effective time of the merger;

  .  no action, suit or proceeding shall be pending or threatened where an
     unfavorable judgment, order, decree, stipulation or injunction would
     prevent or cause the recision of the merger or have a material adverse
     effect on FutureTense;

  .  Open Market shall have received a certificate executed on behalf of
     FutureTense making representations as required by the merger agreement;

  .  Open Market shall have received an opinion from counsel to FutureTense
     in a form satisfactory to Open Market;

  .  Open Market, the indemnification representative and the escrow agent
     must have entered into the escrow agreement;

  .  Open Market must have received a letter from PricewaterhouseCoopers LLP
     containing statements and information of the type ordinarily included in
     accountants' "comfort letters";

  .  the stockholders of FutureTense shall have approved and adopted the
     merger agreement;

  .  Open Market shall have received an opinion from its counsel to the
     effect the merger is a reorganization for federal income tax purposes
     under Section 368(a) of the Internal Revenue Code;

  .  FutureTense shall have received monies to the extent necessary to enable
     it to fund its operations according to its existing business plan and to
     otherwise carry out its business in the ordinary course of business
     through January 7, 2000; and

  .  FutureTense shall have terminated its 401(k) plan or shall have amended
     its 401(k) plan to exclude all employees other than FutureTense
     employees.

   In addition, the obligation of FutureTense to effect the merger is subject
to the satisfaction of the following conditions:

  .  the representations and warranties of Open Market and OM/SA Acquisition
     Corporation in the merger agreement must be true and correct as of the
     date of the merger agreement and at the effective time except to the
     extent that the inaccuracy of any representation or warranty is the
     result of events or circumstances occurring after July 14, 1999 and any
     such inaccuracies would not have a material adverse effect on the
     ability of the parties to consummate the merger;

  .  Open Market must have performed in all material respects all obligations
     required to be performed by it under the merger agreement at or prior to
     the effective time of the merger;

  .  no action, suit or proceeding shall be pending or threatened where an
     unfavorable judgment, order, decree, stipulation or injunction would
     prevent or cause the recision of the merger or have a material adverse
     effect on Open Market;

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<PAGE>

  .  FutureTense shall have received a certificate executed on behalf of Open
     Market making representations as required by the merger agreement;

  .  FutureTense must have received an opinion from counsel to Open Market in
     a form satisfactory to FutureTense;

  .  Open Market, the indemnification representative and the escrow agent
     must have entered into the escrow agreement;

  .  the shares of Open Market common stock to be issued in the merger will
     have been authorized for listing on the Nasdaq National Market; and

  .  FutureTense shall have received an opinion from its counsel to the
     effect the merger is a reorganization for federal income tax purposes
     under Section 368(a) of the Internal Revenue Code.

Termination; Fees and Expenses

   The merger agreement may be terminated in the following ways at any time
prior to the time of the merger:

  (1) Open Market and FutureTense may terminate the merger agreement by
  mutual written consent;

  (2) Open Market or FutureTense may terminate the merger agreement if the
  other party is in breach of any material representation, warranty or
  covenant contained in the merger agreement and such breach is not remedied
  within 10 days of delivery of written notice;

  (3) Open Market or FutureTense may terminate the merger agreement if the
  requisite vote of the stockholders of Open Market is not obtained at the
  Open Market special meeting (including any adjournment or postponement
  thereof);

  (4) Open Market may terminate the merger agreement by giving written notice
  to FutureTense if the closing has not occurred on or before January 7, 2000
  by reason of the failure of any condition precedent to Open Market's
  closing of the merger unless the failure results primarily from a breach by
  Open Market or the OM/SA Acquisition Corporation of any representation,
  warranty or covenant contained in the merger agreement; or

  (5) FutureTense may terminate the merger agreement if the closing has not
  occurred on or before January 7, 2000 by reason of the failure of any
  condition precedent to its consummation of the merger unless the failure
  results primarily from a breach by FutureTense of any representation,
  warranty or covenant contained in the merger agreement.

   If either Open Market or FutureTense terminates the merger agreement
pursuant to the reasons above, all obligations of the parties under the merger
agreement shall terminate and there will be no liability, except for any
liability of a party for breaches of the merger agreement, on the part of Open
Market, FutureTense, OM/SA Acquisition Corporation or their respective
officers, directors, stockholders or affiliates.

   In addition, the merger agreement may be terminated in the event that after
the execution of the merger agreement and before January 7, 2000:

  (a) (i)  Open Market enters into an agreement or letter of intent with a
      third-party to sell Open Market to that third-party (through a merger
      or otherwise) and as a result:

      (A) the board of directors of Open Market withdraws or withholds its
      recommendation to stockholders to vote in favor of the issuance of
      shares of Open Market common stock in connection with the merger;
      and

      (B) the vote of the stockholders of Open Market is not obtained; or

                                       52
<PAGE>

    (ii) a tender offer is made for the purchase of at least 80% of the
    outstanding securities of Open Market by a person or group that
    recommends to the Open Market stockholders to vote against the issuance
    of shares of Open Market common stock in connection with the merger or
    otherwise conditions such offer on the merger not being consummated and
    such tender offer is successful; or

    (iii) over 30% of the outstanding securities of Open Market are
    purchased by a third-party, the third-party votes against the issuance
    of shares of Open Market common stock in connection with the merger at
    Open Market's meeting of stockholders called for that purpose and the
    vote of the stockholders of Open Market is not obtained; and

  (b) certain conditions to closing of Open Market have been satisfied and
  FutureTense is not otherwise in breach of the merger agreement; or

in the event that FutureTense terminates the merger agreement which it shall
have the right to do under any of the circumstances described in clauses
(a)(i), (ii) and (iii) above, then Open Market will pay FutureTense cash in the
amount of $5,000,000 upon the closing of the sale, tender offer or other
transaction by Open Market described in clauses (a)(i), (ii) or (iii) above.

   Except as described below, whether or not the merger is consummated, all
fees, costs and expenses incurred in connection with the merger agreement and
the transactions contemplated thereby shall be paid by the party incurring the
expenses. Open Market shall pay all expenses incurred in relation to the
printing of this proxy statement/prospectus.

   FutureTense does not have a right to terminate the merger agreement because
of a decline in the share price of Open Market common stock.

Amendment and Waiver

   Generally, the boards of directors of Open Market and FutureTense may amend
the merger agreement at any time prior to the effective time. However, after
the stockholders of FutureTense approve the merger, any amendment will be
restricted by the Delaware corporation statute. Amendments must be in writing
and signed by all parties.

                                       53
<PAGE>

                               OTHER AGREEMENTS

Voting Agreements

   In connection with the execution of the merger agreement, Open Market
entered into voting agreements with certain officers, directors, founders and
5% holders of FutureTense owning approximately 91% of the combined voting
power of the outstanding capital stock of FutureTense. Pursuant to the voting
agreements, each stockholder has agreed to vote all shares of FutureTense
common stock and FutureTense preferred stock in favor of adoption of the
merger agreement and the merger and has agreed to grant Open Market an
irrevocable proxy to vote his or her shares in favor of adoption of the merger
agreement and the merger. The voting agreements will terminate upon the
earliest to occur of (1) the effective time of the merger or (2) any
termination of the merger agreement in accordance with the terms thereof.

   In connection with the execution of the merger agreement, FutureTense
entered into voting agreements with the executive officers and directors of
Open Market owning approximately 16% of the outstanding common stock of Open
Market as of July 1, 1999. Pursuant to the voting agreements, each executive
officer and director has agreed to vote all of his or her shares of Open
Market common stock in favor of approval of the issuance of Open Market common
stock in connection with the merger and has granted FutureTense an irrevocable
proxy to vote his or her shares in favor of approval of the issuance of Open
Market common stock in connection with the merger. The voting agreements will
terminate upon the earliest to occur of (1) the effective time of the merger
or (2) any termination of the merger agreement in accordance with the terms
thereof.

Escrow Agreement

   Open Market will deposit in escrow with the escrow agent a certificate
representing the shares of Open Market common stock for the purpose of
securing the indemnification obligations of the FutureTense stockholders
pursuant to the merger agreement. The escrow shares will be issued in the name
of the escrow agent or its nominee.

   During the term of the escrow agreement, the escrow shares will be voted by
the escrow agent on behalf of the FutureTense stockholders in accordance with
instructions received by the escrow agent from the FutureTense stockholders.
In the absence of these instructions, the escrow agent need not vote these
shares.

   Under the escrow agreement, the indemnification representative may sell
Open Market common stock held in the escrow under certain circumstances, but
the proceeds of the sale must be maintained in the escrow until it expires.
Jarrett Collins, currently a director of FutureTense, is the initial
indemnification representative.

   The escrow will terminate one year after the closing if Open Market makes
no claims for indemnification.

   Promptly following the termination of the escrow, the escrow agent will (1)
in the case of shares, deliver to Open Market's stock transfer agent the
number of shares remaining in escrow and (2) in the case of cash, deliver to
the FutureTense stockholders any cash remaining in escrow, after satisfying
all obligations to deliver any cash or shares to Open Market pursuant to the
merger agreement. The transfer agent will then deliver the shares to the
FutureTense stockholders entitled to receive them.

   The escrow agent will distribute any cash dividends or property (other than
securities) distributed with respect to the shares to the FutureTense
stockholders.

   Open Market and FutureTense shall each be liable for certain fees and
expenses of the escrow agent.

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<PAGE>

                           DESCRIPTION OF OPEN MARKET

   Open Market develops, markets, licenses and supports enterprise-class,
application software products that allow its customers to engage in business-
to-business and business-to-consumer Internet commerce, information commerce
and commercial publishing. Open Market's software includes a wide spectrum of
functionality required to conduct business on the Internet effectively,
allowing companies to attract customers to their Web sites, to engage the
customers in acting upon an offer, to complete the transaction and to service
these customers once a transaction has been completed.

   Open Market's software products are used by a variety of companies across a
broad spectrum of markets, including telecommunications, financial services,
business-to-business, business-to-consumer (retail) and commercial publishing.
These businesses take advantage of Open Market's solutions either directly by
deploying the software within their own enterprises, or indirectly by procuring
services from commerce service providers, or CSPs, running Open Market
software. These CSPs offer commerce services to small and mid-sized companies
that wish to outsource the cost and complexity associated with implementing and
maintaining this software within their own organizations.

   Open Market has a differentiated set of products and services that are built
upon an innovative product architecture, a fully integrated approach to
security and patented technology. Open Market's products are based upon its
distinctive SecureLink(TM) architecture which addresses the unique requirements
of doing business over the Web. SecureLink provides a selling company the
freedom to establish its electronic presence using virtually any system
platform, any Web server software and any authorizing software or data
repository. Similarly, SecureLink imposes few constraints on buyers, allowing
them to make purchases from any Web-enabled client. SecureLink also functions
over the established Web communications infrastructure including firewalls and
proxy servers.

   Since June 30, 1998, Open Market has offered a suite of software products,
which include Transact(TM), LiveCommerce(TM) and ShopSite(TM).

   Open Market's Transact performs comprehensive order management for Internet
commerce, including capturing of orders (item, price, tax and shipping costs),
processing orders (authenticating buyers, determining form of payment,
processing payment and addressing fulfillment) and servicing orders online
(order and shipment status, transaction statements and customer service). The
fourth version of Transact was made generally available on March 31, 1998 and
represents a significant re-architecture of the product. Transact is sold to
two types of customers: (1) enterprise customers which use the product for
their own Web-based business activities and (2) CSPs which use the product to
provide Internet commerce transaction capabilities to their business customers.

   Open Market's LiveCommerce allows manufacturers, distributors and retailers
to create and manage large catalogs on the Web. Open Market introduced
LiveCommerce in September 1997. In combination with Transact, LiveCommerce
represents a comprehensive Internet commerce solution for both large retailers
and industrial manufacturers in industries such as scientific equipment,
computers, office supplies, replacement parts and electronic components. Open
Market first shipped LiveCommerce on October 31, 1997.

   Open Market's ShopSite provides small to medium-sized businesses with an
easy to use store building tool. ShopSite was developed by Icentral
Incorporated which Open Market acquired in April 1998. ShopSite, in conjunction
with Transact, provides small to medium-sized businesses with a cost-effective
way to conduct their business on-line.

   Open Market believes that offering a comprehensive suite of professional
services is a critical component of the ultimate success of its customers. To
this end, Open Market has invested in service program development and worldwide
delivery capabilities. Open Market offers a full suite of services to its
customers, including maintenance and technical support services, professional
services and education services. Open Market supports its products from service
centers in Burlington, Massachusetts and in Amsterdam, the Netherlands.

   Open Market was incorporated in Delaware in December 1993. Open Market's
executive offices are located at One Wayside Road, Burlington, Massachusetts
01803. Its telephone number is (781) 359-3000, and its Internet web site is
located at http://www.openmarket.com. "Open Market," "LiveCommerce,"
"Transact," "ShopSite" and "SecureLink" are all trademarks or registered
trademarks of Open Market.

                                       55
<PAGE>

                           DESCRIPTION OF FUTURETENSE

Business

   FutureTense is a leading developer of content management software used as a
platform upon which to build e-publishing and e-business applications. Its
flagship product, the Internet Publishing System, also referred to as IPS,
enables businesses to easily and economically contribute, publish, and share
information throughout an enterprise and with users of the Internet.
FutureTense has focused its marketing efforts towards on-line publishers,
financial service organizations, Fortune 1000 corporations for both Internet
and Intranet use, and large Internet portals.

   The IPS product was first shipped in July 1998 and version 2.0 was released
in January 1999. It is a web-based, client-server, multi-user, system that
automates HTML page production, streamlines the Web publishing process, and
provides the ability to deliver any combination of static and dynamic pages.
The IPS product open architecture incorporates application server technology,
operates on the Windows NT or Sun Solaris platform and manages data stored in
standard ODBC compliant databases, such as Oracle, Sybase and Informix.
FutureTense also offers a Remote Ad Management System, or RAM, which captures
and manages digital advertisements sent by advertisers to newspapers via modem,
fax, or the Internet. The Remote Ad Management System routes the ads to the
appropriate systems of the newspaper and returns updates to the advertisers.
FutureTense's clients include Chase Manhattan Bank, Lucent, Netscape Netcenter,
Space.com, The Washington Post and The New York Times.

   FutureTense believes its advanced technology enables clients to build,
deliver and manage enterprise-class content management and delivery e-business
systems in less time, at lower cost and with more functionality than existing
alternatives. FutureTense believes that it has developed a unique architecture
for meeting the technical demands of applications designed for e-publishing. By
employing an open application server architecture and focusing on content
management, FutureTense's solution provides an efficient platform for clients
to build and deploy highly scalable applications quickly and cost-effectively.
FutureTense believes that this architecture also provides a strong foundation
on which it can develop future products.

   A key technological strength is the IPS product's ability to offer high
performance page delivery and scalability while using industry hardware and
software standards. FutureTense has invested significant resources in
developing its product architecture to comply with widely accepted commercial
software industry standards for building large scale Internet applications.
Internet Publishing System currently uses the Netscape Application Server as
the foundation for its infrastructure. FutureTense has announced its intention
to offer the IPS product on the BEA Systems WebLogic application server in
1999. FutureTense also intends to support additional application servers in the
future to allow customers the ability to choose from a variety of underlying
packages. The IPS product can also be used in conjunction with other e-
publishing and design tools and can be customized to meet specific user or
industry needs.

   FutureTense currently markets its products through a direct sales force and
indirectly through resellers. FutureTense has also begun to expand its indirect
sales through relationships with systems integrators and original equipment
manufacturers. As of June 30, 1999, FutureTense's field operations organization
consisted of 35 sales executives, sales engineers and support engineers.

   As of June 30, 1999, FutureTense had a total of 87 employees. Of that total,
30 were in engineering, 45 in sales and marketing, and 12 in finance and
administration. From time to time FutureTense has also employed independent
contractors to support its professional services, product development, sales,
marketing and business development organizations.

   FutureTense was incorporated in Delaware in April 1995. FutureTense's
executive officers are located at 43 Nagog Park, Acton, Massachusetts 01720.
Its telephone number is (978) 635-3600, and its Internet web site is located at
http://www.futuretense.com. "FutureTense" and "Internet Publishing System" are
all trademarks of FutureTense.

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<PAGE>

Management's Discussions and Analysis of Financial Condition and Results of
Operations

 Overview

   FutureTense has experienced substantial losses since its inception, and as
of June 30, 1999, it had an accumulated deficit of $17.8 million. These net
losses and accumulated deficit resulted from FutureTense's lack of substantial
revenue and the significant costs incurred in the development of its products
and in the establishment of its sales and marketing organization. FutureTense
expects to increase its expenditures in all areas in order to execute its
business plan, particularly in sales and marketing and customer support. The
planned increases in sales and marketing will primarily result from the hiring
of additional sales force personnel and expansion of marketing programs to
develop a worldwide integration partner program. The planned increase in
customer support will be a combination of additional support personnel and the
establishment of a professional services organization to support our network of
integration partners.

   On October 20, 1997, FutureTense acquired substantially all of the operating
assets and liabilities of Mission Critical Technologies, Inc., or MCT, in
exchange for 128,748 shares of FutureTense's Series B preferred stock valued at
$936,642 and a non-interest bearing note in the amount of $438,882. Assumed
liabilities exceeded the fair value of the acquired tangible assets by
$633,909. MCT was engaged in the design, development and distribution of
software primarily to the publishing industry. The acquisition has been
accounted for under the purchase method and accordingly, the purchase price has
been allocated based on the estimated fair value of assets purchased and
liabilities assumed upon acquisition. A portion of the purchase price was
allocated to purchased research and development projects that were identified
as having no alternative future value and had not yet reached technological
feasibility. Purchased research and development that had not yet reached
technological feasibility and that had no alternative future use was valued
using a risk adjusted cash flow model. This analysis resulted in an allocation
of $428,555 to acquired in-process research and development expense that was
charged to FutureTense's operations at the acquisition date. Approximately
$233,000 was allocated to purchased software and the excess of cost over the
fair value of net assets acquired has been allocated to goodwill, $1,347,857,
which is being amortized over three years on a straight-line basis. Software
acquired in the acquisition of MCT is being amortized on the straight-line
method over the estimated useful life of three years. The operating results of
MCT are included in FutureTense's results from the date of acquisition.

   Although FutureTense has experienced revenue growth in recent periods, there
can be no assurance that such growth rates are sustainable, and therefore such
growth rates should not be considered indicative of future operating results.
There can also be no assurance that FutureTense will be able to continue to
increase its revenue or attain profitability or, if increases in revenue and
profitability are achieved, that they can be sustained. FutureTense believes
that period-to-period comparisons of its historical operating results are not
meaningful and should not be relied upon as an indication of future
performance.

 Results of Operations

 Comparison of Results for the Six Months Ended June 30, 1999 and 1998

   Revenue

   Total revenue increased to $3.0 million for the six month period ended June
30, 1999 from $1.1 million for the six month period ended June 30, 1998.

   Product License and Sales Revenue. Product license and sales revenue
increased to $1.4 million for the six month period ended June 30, 1999 from
$585,000 for the six month period ended June 30, 1998. During the first six
months of 1999, FutureTense continued to emphasize sales of its IPS product.
Revenue for that product increased by over 1800% from the six month period
ended June 30, 1998 to the six month period ended June 30, 1999, and
constituted 78% of total product license and sales revenue for the six month
period ended June 30, 1999. During this same period, FutureTense continued to
de-emphasize sales of its RAM product and associated hardware.

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<PAGE>

   Services Revenue. Services revenue increased to $1.7 million for the six
month period ended June 30, 1999 from $492,000 for the six month period ended
June 30, 1998. This increase was primarily attributable to implementation and
other professional services revenue for IPS sales and to a lesser degree
revenue from software maintenance agreements for IPS customers. Revenue from
installation services and software maintenance contracts for RAM sales
increased moderately.

   Cost of Revenue

   Cost of Product License and Sales Revenue. Cost of product license and sales
revenue increased to $298,000, or 21.3% of product license and sales revenue,
for the six month period ended June 30, 1999 from $147,000, or 25.1% of product
license and sales revenue, for the six month period ended June 30, 1998. Cost
of product license and sales revenue included $31,000 for the six month period
ended June 30, 1999 for inventory write-offs related to the RAM product.
FutureTense anticipates that the cost of product license and sales revenue,
primarily royalty obligations to third parties whose products are incorporated
into FutureTense's products, will increase in absolute dollars as license
revenue increases.

   Cost of Services Revenue. Cost of services revenue increased to $1.0
million, or 58.8% of services revenue, for the six month period ended June 30,
1999 from $368,000, or 74.8% of services revenue, for the six month period
ended June 30, 1998. The increase in gross margin from 25.2% to 41.2% was the
result of the increase in service revenue combined with the utilization of the
existing customer support infrastructure acquired with MCT across a larger
customer base. The number of customer service employees increased to 16 as of
June 30, 1999 from nine as of June 30, 1998.

   Operating Expenses

   Research and Development. Research and development expenses consist
primarily of compensation costs for developers and outside consultants involved
in product development efforts. Research and development expenses increased to
$1.9 million, or 63.3% of total revenue, for the six month period ended June
30, 1999 from $1.6 million, or 145.5% of total revenue, for the six month
period ended June 30, 1998. The increase primarily resulted from costs
associated with an increase in the number of research and development employees
to 30 as of June 30, 1999 from 17 as of June 30, 1998, partially offset by a
reduction in the use of contract developers. FutureTense anticipates that
research and development expenses will continue to increase in absolute dollars
but at a lower rate than revenue growth.

   Sales and Marketing. Sales and marketing expenses consist primarily of
compensation costs for sales and marketing personnel, including sales
commissions, travel expenses, trade shows, and other costs related to product
promotion and marketing programs. Sales and marketing expenses increased to
$2.6 million, or 86.7% of total revenue, for the six month period ended June
30, 1999 from $1.3 million, or 118.2% of total revenue, for the six month
period ended June 30, 1998. The increase was primarily due to the establishment
of a direct sales organization and increases to marketing staff during 1998 in
conjunction with the introduction and marketing of the IPS product. Total sales
and marketing personnel increased to 29 as of June 30, 1999 from 12 as of June
30, 1998. Sales commissions increased as a result of the increased revenue and
larger sales force. In addition, the increase in total sales and marketing
expense was attributable to costs associated with an increase in advertising
and marketing programs. Sales and marketing expenses are anticipated to
continue to increase in absolute dollars as FutureTense continues to develop
its direct sales organization and expand into international markets.

   General and Administrative. General and administrative expenses consist
primarily of compensation costs for finance, administration, executive
management and facilities. General and administrative expenses increased to
$1.4 million, or 46.7% of total revenue, for the six month period ended June
30, 1999 from $715,000, or 65.0% of total revenue, for the six month period
ended June 30, 1998. The increase primarily

                                       58
<PAGE>

resulted from costs associated with an increase in the number of general and
administrative employees to 12 as of June 30, 1999 from nine as of June 30,
1998.

   Other Income (Expense). Interest income increased to $66,000, or 2.2% of
total revenue, for the six month period ended June 30, 1999 from $53,000, or
4.8% of total revenue for the six month period ended June 30, 1998. Interest
expense decreased to $22,000, or 0.7% of total revenue, for the six month
period ended June 30, 1999 from $53,000, or 4.8% of total revenue, for the six
month period ended June 30, 1998. The decrease was the result of FutureTense's
repayment of debt with proceeds from its capital financing in the first six
months of 1998.

 Comparison of Results for the Years Ended December 31, 1998 and 1997

   Revenue

   Total revenue, consisting of product license and sales revenue and services
revenue, increased to $2.4 million for the year ended December 31, 1998 from
$187,000 for the year ended December 31, 1997.

   Product License and Sales Revenue. Product license and sales revenue
increased to $1.3 million for the year ended December 31, 1998 from $83,000 for
the year ended December 31, 1997. FutureTense's IPS product was released for
sale in June 1998 and rapidly grew to constitute 33% of FutureTense's product
license and sales revenue for the year ended December 31, 1998. License and
hardware revenue for FutureTense's RAM product, acquired in October 1997,
constituted the remaining 67%.

   Services Revenue. Services revenue increased to $1.1 million for the year
ended December 31, 1998 from $104,000 for the year ended December 31, 1997.
This increase was primarily attributable to software maintenance contracts for
the installed RAM product base and to a lesser extent implementation services
for the new sales of both IPS and RAM products.

   Cost of Revenue

   Cost of Product License and Sales Revenue. Cost of product license and sales
revenue increased to $447,000, or 34.4% of product license and sales revenue,
for the year ended December 31, 1998 from $154,000, or 185.5% of product
license and sales revenue, for the year ended December 31, 1997. Gross profit
was reduced by $135,000 for the year ended December 31, 1998 due to an
inventory write-off related to the RAM product. Cost of goods sold for hardware
sales was $174,000, or 78.0% of hardware revenue, for the year ended December
31, 1998. Cost of product license and sales revenue for the year ended December
31, 1997 includes a $87,000 write-off of inventory.

   Cost of Services Revenue. Cost of services revenue increased to $833,000, or
75.7% of services revenue, for the year ended December 31, 1998 from $56,000,
or 53.8% of services revenue, for the year ended December 31, 1997. The
increase resulted primarily from the cost of the customer support organization
established with the acquisition of MCT in October 1997.

   Operating Expenses

   Research and Development. Research and development expenses increased to
$3.2 million, or 133.3% of total revenue, for the year ended December 31, 1998
from $1.6 million, or 855.6% of total revenue, for the year ended December 31,
1997. The increase primarily resulted from costs associated with an increase in
the number of research and development employees to 22 as of December 31, 1998
from 14 as of December 31, 1997. FutureTense also increased its use of outside
consultants to supplement engineering staff or gain specific expertise for
development efforts. In addition, FutureTense wrote-off $429,000 for in-process
research and development related to the acquisition of MCT in October 1997.

                                       59
<PAGE>

   Sales and Marketing. Sales and marketing expenses increased to $2.8 million,
or 116.7% of total revenue, for the year ended December 31, 1998 from $1.5
million, or 802.1% of total revenue, for the year ended December 31, 1997. The
increase was primarily due to costs associated with the establishment of a
direct sales organization during 1998 in connection with the introduction of
FutureTense's IPS product.

   General and Administrative. General and administrative expenses consist
primarily of compensation costs for finance, administration and executive
management, facilities, legal, audit and depreciation. General and
administrative expenses increased to $1.6 million, or 66.7% of total revenue,
for the year ended December 31, 1998 from $951,000, or 508.6% of total revenue,
for the year ended December 31, 1997. The increase primarily resulted from
costs associated with an increase in the number of general and administrative
employees to nine as of December 31, 1998 from five as of December 31, 1997 and
expansion of facility space in early 1998.

   Other Income (Expense). Interest income decreased to $56,000, or 2.3% of
total revenue, for the year ended December 31, 1998 from $84,000, or 44.9% of
total revenue, for the year ended December 31, 1997 as a result of lower
average cash balances during 1998. Interest expense increased to $95,000 or
4.0% of total revenue, for the year ended December 31, 1998 from $35,000, or
18.7% of total revenue, for the year ended December 31, 1997. The increase in
interest expense was the result of FutureTense's increased use of debt
financing for equipment purchases in 1998 and the use of $1.5 million of debt
financing during the fourth quarter of 1998.

 Comparison of Results for the Years Ended December 31, 1997 and 1996

   Revenue

   Total revenue increased to $187,000 for the year ended December 31, 1997
from $16,000 for the year ended December 31, 1996. The increase was due to
revenue generated from the RAM product acquired from MCT in October 1997.
Revenue for the year ended December 31, 1996 was derived from a component of an
early version of IPS.

   Cost of Revenue

   Total cost of revenue increased to $210,000, or 112.3% of total revenue, for
the year ended December 31, 1997 from $3,000, or 18.8% of total revenue, for
the year ended December 31, 1996. The increase resulted primarily from costs
related to supporting the MCT customer base acquired in October 1997 and an
inventory write-off of $87,000.

   Operating Expenses

   Research and Development. Research and development expenses increased to
$1.6 million for the year ended December 31, 1997 from $721,000 for the year
ended December 31, 1996. The increase primarily resulted from an increase in
the number of research and development employees to 14 as of December 31, 1997
from nine as of December 31, 1996. FutureTense also wrote-off $429,000 for in-
process research and development related to the acquisition of MCT in October
1997.

   Sales and Marketing. Sales and marketing expenses increased to $1.5 million
for the year ended December 31, 1997 from $1.2 million for the year ended
December 31, 1996. The increase was primarily attributable to costs associated
with programs to promote the companys new focus on electronic publishing and
preparing for the release of the IPS product in the first half of 1998.

   General and Administrative. General and administrative expenses increased to
$951,000 for the year ended December 31, 1997 from $764,000 for the year ended
December 31, 1997, due primarily to an increase in headcount.

                                       60
<PAGE>

   Other Income (Expense). Interest income decreased to $84,000 for the year
ended December 31, 1997 from $91,000 for the year ended December 31, 1996.
Interest expense increased to $35,000 for the year ended December 31, 1997 from
$7,000 for the year ended December 31, 1996. The decrease in interest income
was the result of FutureTense's declining average cash balances after capital
financing was received in 1996. The increase in interest expense was a result
of an increase in debt obligations.

 Liquidity and Capital Resources

   Since its inception, FutureTense has funded operations primarily through net
cash proceeds from private placements of preferred stock totaling $19.9 million
through June 30, 1999. As of June 30, 1999, FutureTense had cash and cash
equivalents totaling $1.8 million.

   Cash used for operating activities for the six month period ended June 30,
1999 was $4.1 million, primarily due to a net loss of $4.1 million and an
increase in accounts receivable, prepaid expenses and other current assets
partially offset by increases in accounts payable and accrued expenses and
deferred revenue and customer deposits. As of June 30, 1999, accounts
receivable included $604,000 from one significant customer. Cash used for
operating activities for the year ended December 31, 1998 was $5.5 million,
primarily due to a net loss of $6.4 million and an increase in accounts
receivable, partially offset by increases in accrued expenses and deferred
revenue.

   Cash used for investing purposes for the six month period ended June 30,
1999 was $528,000 and for the year ended December 31, 1998 was $398,000.
Investing activities for both periods primarily consisted of purchases of
computers, networking equipment and software for internal use.

   Cash provided by financing activities for the six month period ended June
30, 1999 was $4.7 million primarily the result of the issuance of preferred
stock for net proceeds totaling $4.5 million. FutureTense also drew $262,000 on
an available equipment line of credit to finance investing activities. Cash
provided by financing activities for the year ended December 31, 1998 was $7.4
million, primarily due to the issuance of preferred stock for net proceeds
totaling $8.5 million. This was partially offset by net payments on notes
payable totaling $1.2 million.

   FutureTense's primary financial commitments consisted of notes payable under
the equipment line of credit of $635,000 as of June 30, 1999 and $460,000 as of
December 31, 1998.

   As of December 31, 1998, FutureTense had net operating loss carry forwards
of approximately $12.5 million and research and development tax credit carry
forwards of approximately $156,000 available for federal purposes to reduce
future taxable income expiring on various dates beginning in 2010. Under the
provisions of the Internal Revenue Code, certain substantial changes in
FutureTense's ownership may result in a limitation of the amount of net
operating loss carry forwards and research and development tax credit carry
forwards which can be used in future years.

   During the six month period ended June 30, 1999, FutureTense recorded
deferred compensation of $696,100 in connection with stock option grants. This
amount represents the difference between the exercise price of the stock option
grants and the estimated fair market value for accounting purposes of the
common stock on the date of grant. Compensation related to options which vest
over time was recorded as a component of stockholders' deficit and is being
amortized over the vesting periods of the related options. Upon the closing of
the merger, FutureTense will record a charge of approximately $275,000 relating
to option acceleration.

   Since its inception, FutureTense has significantly increased its operating
expenses. FutureTense anticipates that it will continue to experience
significant growth in its operating expenses for the foreseeable future and
that its operating expenses and capital expenditures will constitute a material
use of FutureTense's cash resources. In the merger agreement, FutureTense has
agreed to obtain funding to the extent necessary to fund

                                       61
<PAGE>

its operations in accordance with its existing business plan and to otherwise
carry out its business through January 7, 2000. FutureTense is currently
negotiating a loan agreement with Silicon Valley Bank for a loan in an amount
up to $2,000,000. FutureTense will also enter into an agreement with Open
Market pursuant to which Open Market will, subject to certain conditions, make
loans to FutureTense of up to $1,000,000 in aggregate principal amount. For
more information, see "The Merger Agreement--Certain Covenants--FutureTense is
Required to Obtain Funding Through the Closing." If these borrowings and cash
generated from operations are insufficient to satisfy FutureTense's liquidity
requirements, FutureTense will seek to sell debt securities or obtain
additional credit facilities.

 Quantitative and Qualitative Disclosures About Market Risk

   FutureTense is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. However, our exposure to currency
exchange rate fluctuations has been and is expected to continue to be modest
due to the fact that all sales outside of the United States have been
transacted in U.S. dollars. Also, international sales to date have been a very
small portion of total business to date. This situation could change as
FutureTense looks to increase its market presence in international markets.

   FutureTense also owns financial instruments that are sensitive to market
risks as part of its investment portfolio. The investment portfolio is used to
preserve FutureTense's capital until it is required to fund operations,
including FutureTense's marketing and product development activities. None of
these market-risk sensitive instruments are held for trading purposes. The
investment portfolio contains instruments that are subject to the risk of a
decline in interest rates. FutureTense does not enter into derivatives or any
other financial instruments for trading or speculative purposes.

Year 2000 Readiness Disclosure

 General

   Many installed computer systems and software products are coded to accept
only two digit entries in the date code field. Beginning in the year 2000,
these code fields will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. As a result, computer systems and/or
software products used by many companies may need to be upgraded to comply with
year 2000 requirements. Significant uncertainty exists in the software industry
concerning the potential impact of the year 2000 phenomenon.

   FutureTense considers year 2000 compliance as the ability to:

  .  correctly handle date information after December 31, 1999;

  .  function according to the product documentation provided without
     material changes in operations resulting from the advent of a new
     century; and

  .  recognize the year 2000 as a leap year.

 Systems

   FutureTense's internal systems include both its information technology and
non-information technology systems. FutureTense has initiated an assessment of
its material internal systems, and expects to complete the testing of all
internal systems during 1999. To the extent that it is able to test the
technology in its systems that is provided by third-party vendors, FutureTense
is seeking assurances from these vendors that their technology is year 2000
compliant. FutureTense is not currently aware of any material operational
issues or costs associated with preparing its systems for the year 2000.
Notwithstanding these efforts, FutureTense may experience material
unanticipated problems (operations and otherwise) as a result of the year 2000
problem. FutureTense may also experience material unexpected costs caused by
undetected errors or defects in the technology used in its systems. The
foregoing could result in a material adverse effect on FutureTense's business,
financial condition and results of operations.

                                       62
<PAGE>

 Products

   FutureTense tested its IPS product and believes that it does not produce
errors in processing date data in connection with the year change from December
31, 1999 to January 1, 2000, when used with accurate date data and in
accordance with FutureTense documentation, provided that all other products
used with the IPS product properly exchange date data with the IPS product. The
IPS product can be customized to support inference rules that convert two-digit
date formats into full four-digit formats. The IPS product recognizes the year
2000 as a leap year, and it correctly process functions relating to February
29, 2000.

   FutureTense also tested its RAM product to verify that it does not produce
errors in processing date data in connection with the year change from December
31, 1999 to January 1, 2000 when used with accurate date data in accordance
with FutureTense documentation, provided that all other products used with the
RAM product properly exchange date data with the RAM product. The RAM product
supports inference rules that convert two-digit date formats into full four-
digit formats. The RAM product recognizes the year 2000 as a leap year, and it
correctly process functions relating to February 29, 2000.

   Users may experience year 2000 errors if the underlying operating system of
the host machine and/or any other software, firmware, hardware or data used
with or in the host machine or with FutureTense's products is not year 2000
compliant. FutureTense has not tested its products on all platforms or all
versions of operating systems that it currently supports and FutureTense's
testing did not cover user-customizable features or third-party add-on
features. FutureTense may need to incur additional unanticipated costs in order
to modify its products to make them year 2000 compliant. These costs could be
material, and thus could result in a material adverse effect on its business,
financial condition and results of operations.

   FutureTense has tested software and other materials obtained from third
parties that are incorporated into or sold with its products by using industry
standard testing methods to ensure its products are year 2000 compliant.
Despite testing done by FutureTense, its products may contain undetected errors
or defects associated with the year 2000. In many of its client contracts
FutureTense provides assurances and warranties regarding the year 2000
compliance of its products. Known or unknown errors or defects in FutureTense's
products could result in delay or loss of revenues, cancellation of client
contracts, diversion of development resources, damage to its reputation,
litigation against FutureTense and/or increased service and warranty costs, all
or any of which could result in a material adverse effect on FutureTense's
business, financial condition and results of operations.

 Contingency plans

   FutureTense does not currently have any information concerning the year 2000
compliance status of its clients. As is the case with other similarly situated
software companies, if FutureTense's current or future clients fail to achieve
year 2000 compliance or if they divert technology expenditures to address year
2000 compliance problems, its business, financial condition and results of
operations could be materially and adversely affected. In addition, the
purchasing patterns of FutureTense's clients or potential clients may be
affected by year 2000 issues because they may be required to expend significant
resources on year 2000 compliance, rather than investing in new software
solutions or services such as those offered by it. The foregoing could have a
material adverse effect on FutureTense's business, financial condition and
results of operations.

   FutureTense has not yet developed a contingency plan to address situations
that may result if it is unable to achieve year 2000 compliance. The cost of
developing and implementing such a plan may itself be material. Finally,
FutureTense is also subject to external forces that might generally affect
industry and commerce, such as utility or transportation company year 2000
compliance failures and related service interruptions. All of these factors
could result in a material adverse effect on FutureTense's business, financial
condition and results of operations.

                                       63
<PAGE>

Management

 Directors and Executive Officers

   Set forth below is each person who will become a director or executive
officer of Open Market following the merger:

<TABLE>
<CAPTION>
Name                      Age Position at FutureTense
----                      --- -----------------------
<S>                       <C> <C>
Bagepalli Cheluva
 Krishna.................  39 Chief Technology Officer, Secretary and Director
Harland K. LaVigne.......  58 Director
Ronald J. Matros.........  45 President, Chief Executive Officer and Director
Carol J. Mitchell........  53 Vice President, Sales
Paul L. Sagan............  40 Director
</TABLE>

   Bagepalli Cheluva Krishna, a founder of FutureTense, has been employed by
FutureTense since April 1995, and is currently serving as Chief Technology
Officer. From 1987 to 1995, Mr. Krishna served as a member of the Advanced
Development Engineering Group at Digital Equipment Corporation.

   Harland K. LaVigne has been a member of the FutureTense board of directors
since August 1996. Since 1995, Mr. LaVigne has been Chief Executive Officer and
President of Starburst Software Corp. From 1993 to 1994, Mr. LaVigne was Chief
Executive Officer of Sofnet, Inc.

   Ronald J. Matros has served as President and Chief Executive Officer of
FutureTense since March 1997. Mr. Matros will be President and Chief Operating
Officer of Open Market following the closing of the merger. Mr. Matros was
employed by WSI Corporation, a wholly-owned subsidiary of The Analytical
Sciences Corporation, from January 1992 to February 1997. From January 1992 to
December 1996, Mr. Matros was Vice President of Sales and Marketing, and from
December 1996 to February 1997, he was Executive Vice President and Chief
Operating Officer of WSI Corporation.

   Carol J. Mitchell has served as Vice President, Sales of FutureTense since
February 1998. From April 1995 to December 1997, Ms. Mitchell was Vice
President of Sales at Inso Corporation. From September 1987 to April 1995, Ms.
Mitchell was a Sales Unit Manager at Digital Equipment Corporation.

   Paul L. Sagan has been a member of the FutureTense board of directors since
October 1998. Since October 1998, Mr. Sagan has been Chief Operating Officer of
Akamai Technologies, Inc. and beginning April 1999, he also assumed the
position of President. From July 1997 to July 1998, Mr. Sagan was a senior
advisor to World Economic Forum. From September 1991 to December 1996, Mr.
Sagan was employed by Time Warner, Inc., most recently as President and Editor
of Time Inc. New Media.

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<PAGE>

Executive Compensation

   The following Summary Compensation Table sets forth the total compensation
paid or accrued for the year ended December 31, 1998 for FutureTense's chief
executive officer and the other executive officers who were employed by
FutureTense at December 31, 1998 and who will be executive officers of Open
Market after the merger (collectively, the "named executive officers").

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                 Annual                        Long-term
                              Compensation                Compensation Awards
                             ---------------              --------------------
Name and Principal Position                  Other Annual Number of Securities
in 1998                       Salary  Bonus  Compensation  Underlying Options
---------------------------  -------- ------ ------------ --------------------
<S>                          <C>      <C>    <C>          <C>
Ronald J. Matros............ $170,000  3,000    2,400(1)        245,015
 President, Chief Executive
 Officer and Director
Carol J. Mitchell........... $113,550 27,000    1,800(1)        125,000
 Vice President, Sales
Bagepalli Cheluva Krishna... $124,167  6,076    2,400(1)             --
 Chief Technology Officer,
 Secretary and Director
</TABLE>
--------
(1) Consists of payments made to cover employer contributions to FutureTense's
    flexible spending plan.

                           Option Grants During 1998

   The following table sets forth certain information regarding stock options
granted in 1998 to the named executive officers.
<TABLE>
<CAPTION>
                                                                            Potential
                                                                           Realizable
                                                                            Value at
                                                                         Assumed Annual
                                      Individual Grants(1)                  Rates of
                         -----------------------------------------------   Stock Price
                                                                          Appreciation
                                                                           for Option
                         Securities   % of Total    Exercise                 Term(2)
                         Underlying Options Granted  or Base             ---------------
                                    to Employees in
                          Options     Fiscal Year     Price   Expiration
Name                     Granted(1)      1998       ($/share)    Date    5% ($)  10% ($)
----                     ---------- --------------- --------- ---------- ------- -------
<S>                      <C>        <C>             <C>       <C>        <C>     <C>
Ronald J. Matros........  245,015        16.59%       $0.20    10/09/08  $30,818 $78,098
Carol J. Mitchell.......  125,000         8.47%       $0.20    03/09/08  $15,722 $39,844
Bagepalli Cheluva
 Krishna................       --           --           --          --       --      --
</TABLE>
--------
(1) Stock options were granted under the FutureTense 1996 Stock Incentive Plan
    at an exercise price equal to the fair market value of the FutureTense
    common stock on the date of grant. Options have a term of ten years from
    the date of grant and become exercisable as to 6.25% of the shares covered
    at the end of the first quarter following the date of grant and for each
    quarter thereafter for the next fifteen quarters.
(2) Amounts reported in these columns represent amounts that may be realized
    upon exercise of the options immediately prior to the expiration of their
    term assuming specified compounded rates of appreciation (5% and 10%) on
    FutureTense common stock over the term of the options. These numbers are
    calculated based on rules promulgated by the SEC and do not reflect
    FutureTense's estimate of future stock price growth. Actual gains, if any,
    on stock option exercises and common stock holdings are dependent on the
    timing of such exercise and the future performance of FutureTense's common
    stock. There can be no assurance that the rates of appreciation assumed in
    this table can be achieved or that the amounts reflected will be received
    by the individuals.

                                       65
<PAGE>

                    Aggregated Fiscal Year-End Option Values

   The following table sets forth information regarding exercisable and
unexercisable stock options held as of December 31, 1998 by each of the named
executive officers of FutureTense. There was no public trading market for the
FutureTense common stock as of December 31, 1998. The FutureTense board of
directors determined that the fair market value of the FutureTense common stock
in December 1998 was $.20, which is equal to the exercise price of all options
held by each named executive officer of FutureTense. Accordingly, the
unexercised stock options had no value as of December 31, 1998. None of the
named executive officers of FutureTense exercised options in 1998.

<TABLE>
<CAPTION>
                                                         Number of Securities
                                                        Underlying Unexercised
                                                        Options at Fiscal Year-
                                                                  End
                                                       -------------------------
Name                                                   Exercisable Unexercisable
----                                                   ----------- -------------
<S>                                                    <C>         <C>
Ronald J. Matros......................................   214,369      485,631
Carol J. Mitchell.....................................    23,438      101,562
Bagepalli Cheluva Krishna.............................       --           --
</TABLE>

Certain Transactions

 Issuance of Promissory Notes and Sales of Stock

   In January 1996, FutureTense issued a promissory note in the aggregate
principal amount of $100,000 to Greylock Equity Limited Partnership. Mr.
Kaiser, one of FutureTense's directors, is a general partner of a general
partner of Greylock Equity Limited Partnership. This note was cancelled in
connection with the issuance of the Series A preferred stock.

   In February 1996, FutureTense issued an aggregate of 380,651 shares of
Series A preferred stock at a purchase price of $3.15 per share. Of that
amount, it issued 317,209 shares to Greylock Equity Limited Partnership.

   In July 1996, FutureTense issued an aggregate of 754,178 shares of Series B
preferred stock at a purchase price of $7.275 per share. Of that amount, it
issued 171,822 shares to Greylock Equity Limited Partnership.

   In February 1998, FutureTense issued an aggregate of 711,842 shares of
Series C preferred stock at a purchase price of $7.29 per share. Of that
amount, it issued 212,919 shares to Greylock Equity Limited Partnership.

   In December 1998, FutureTense issued an aggregate of 5,436,837 shares of
Series D preferred stock at a purchase price of $1.4806 per share. Of that
amount, it issued 1,013,103 shares to Greylock Equity Limited Partnership.
FutureTense also issued 67,540 shares to Mr. Sagan, one of its directors.

   In connection with the preferred financings, FutureTense entered into a
right of first refusal and co-sale agreement which contained certain rights and
restrictions, all of which will terminate upon the closing of the merger. In
addition, FutureTense entered into an investor rights agreement which granted
registration rights to certain stockholders, including Greylock Equity Limited
Partnership.

 Compensation Plans

   In April 1999, FutureTense and Mr. Matros entered into the 1999 Chief
Executive Officer Compensation Plan Agreement. The compensation plan provides a
bonus of $3,000 per quarter and an additional $3,000 in 1999 in connection with
established quarterly and annual expense targets. No bonus will be paid if
expenses are greater than the expense targets. In addition, a bonus of $3,000,
$1,500 or $750 will be paid in connection with the achievement of 100%, 90% or
75%, respectively, of an established revenue goal. Any portion of the bonus
based

                                       66
<PAGE>


on revenue goals not paid in any quarter may be paid in a subsequent quarter if
the year-to-date revenue goal is achieved. An additional bonus of $3,000 may be
paid if the annual revenue goal is achieved and an additional bonus of $3,000
may also be paid if the expense target is achieved. As of August 31, 1999, Mr.
Matros has been paid an aggregate of $6,750 in connection with this
compensation plan.

   In addition, in April 1999, FutureTense and Ms. Mitchell entered into the
1999 Vice President of Sales Compensation Plan Agreement. This compensation
plan provides a quarterly bonus of up to $15,000 in connection with established
booking goals and $5,000 in connection with established revenue goals. No bonus
is paid for achievement of less than 75% of either goal. For achievement of
greater than 75% of each goal, the bonus paid is the product of the percentage
of each goal achieved and the maximum bonus for each goal. In addition, any
portion of the bonus not paid in any quarter may be paid in a subsequent
quarter if the year-to-date goals are achieved. In addition, if 100% of the
booking goal is achieved in each quarter, the vice president of sales will be
granted an option to purchase 12,500 shares of FutureTense common stock. As of
August 31, 1999, Ms. Mitchell has been paid an aggregate of $38,870 in
connection with this compensation plan and has been issued options to purchase
25,000 shares of FutureTense common stock.

 Issuance of Options

   In October 1998, FutureTense issued options to purchase 40,000 shares of
FutureTense common stock to Mr. Sagan at an exercise price of $.20 per share.
These shares vest pro rata over 16 quarters beginning on December 31, 1998.
Assuming the completion of the merger in October 1999, approximately 15,000
shares will become exercisable upon the closing of the merger.

   FutureTense issued options to purchase 454,985 shares of FutureTense common
stock in March 1997, 245,015 shares of FutureTense common stock in October 1998
and 100,000 shares of FutureTense common stock in April 1999, to Mr. Matros at
an exercise price of $.20 per share. These shares vest pro rata over 16
quarters beginning on the first quarter end following the date of grant.
Assuming the completion of the merger in October 1999, approximately 441,880
shares will become exercisable upon the closing of the merger.

   In November 1996, FutureTense issued options to purchase 62,500 shares of
FutureTense common stock to Mr. LaVigne at an exercise price of $.20 per share.
These shares vest pro rata over 16 quarters beginning on December 31, 1996.
Assuming the completion of the merger in October 1999, approximately 5,859
shares will become exercisable upon the closing of the merger.

   In addition, FutureTense issued to Ms. Mitchell options to purchase 125,000
shares of FutureTense common stock in February 1998 at an exercise price of
$.20 per share, options to purchase 12,500 shares of FutureTense common stock
in June 1999 at an exercise price of $3.00 per share and options to purchase
12,500 shares of FutureTense common stock in August 1999 at an exercise price
of $4.70 per share. Assuming the completion of the merger in October 1999,
approximately 89,452 shares will become exercisable upon the closing of the
merger.

                                       67
<PAGE>

          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

   The following unaudited pro forma combined condensed financial statements
assume a business combination between Open Market and FutureTense accounted for
as a pooling of interests and are based on the respective historical
consolidated financial statements and the notes thereto of Open Market and
FutureTense. Historical financial statements of Open Market were audited by
Arthur Andersen LLP and are incorporated by reference. The historical financial
statements of FutureTense for the years ended December 31, 1996, 1997 and 1998
were audited by PricewaterhouseCoopers LLP, and are included herein. The pro
forma combined condensed balance sheet combines Open Market's June 30, 1999
unaudited consolidated balance sheet with FutureTense's June 30, 1999 unaudited
balance sheet. The pro forma statements of operations combine Open Market's
historical operating results for the years ended December 31, 1996, 1997 and
1998 and the six months ended June 30, 1998 and 1999 with the corresponding
FutureTense operating results.

   Open Market expects to incur merger-related pre-tax charges covering the
costs of the merger principally in the quarter in which the merger is
consummated. Such pre-tax charges, which are currently estimated to be in the
range of $4.0 million, will primarily consist of the direct costs of the
merger, including fees to financial advisors, legal counsel and independent
auditors and printing and other fees and expenses relating to holding a meeting
of stockholders and preparing this joint proxy statement/prospectus. However,
additional unanticipated expenses may be incurred in connection with this
transaction. Additionally, upon the consummation of the merger, FutureTense
will record a compensation charge of approximately $275,000 related to the
acceleration of certain options previously granted at a price below fair market
value for accounting purposes. The unaudited pro forma combined balance sheet
reflects these estimated transaction costs and the compensation charge, but the
effects of these costs are not reflected in the unaudited pro forma combined
statement of operations.

   The unaudited pro forma combined condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the operating results or financial position that would have been achieved if
the merger had been consummated as of the beginning of the periods presented,
nor are they necessarily indicative of future operating results or financial
position of Open Market. No material pro forma adjustments are required to
conform the financial reporting policies of Open Market and FutureTense for the
periods presented. However, on a prospective basis Open Market will review the
accounting practices of FutureTense to ensure consistency with those of Open
Market. The pro forma combined condensed financial information does not give
effect to any costs savings which may result from the integration of Open
Market and FutureTense operations, nor are there any tax benefits that may
result from the operating losses of FutureTense. The tax provision is based on
the effective tax rates historically recorded by Open Market.

   The pro forma combined condensed financial statements are based on, and
should be read in conjunction with, the historical financial statements and the
related notes thereto of Open Market and FutureTense incorporated by reference
or presented in this joint proxy statement/prospectus. See "Where You can Find
More Information" and "Incorporation of Certain Documents by Reference."

                                       68
<PAGE>

                   Pro Forma Combined Condensed Balance Sheet

                              As of June 30, 1999
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                            Pro Forma
                                                      -----------------------
                                 Open
                                Market    FutureTense Adjustments   Combined
                               ---------  ----------- -----------   ---------
<S>                            <C>        <C>         <C>           <C>
Assets
Current Assets:
 Cash and cash equivalents.... $  15,961   $  1,836         --      $  17,797
 Marketable securities........    14,694        --          --         14,694
 Accounts receivable, net.....    25,429      2,224         --         27,653
 Inventory....................       --          64         --             64
 Prepaid expenses and other
  current assets..............     3,384        319         --          3,703
                               ---------   --------     -------     ---------
  Total current assets........    59,468      4,443         --         63,911
Property and equipment, net...    13,706        907         --         14,613
Long-term marketable
 securities...................       353        --          --            353
Intangible assets, net........    10,186        764         --         10,950
Other assets..................     1,372        --          --          1,372
                               ---------   --------     -------     ---------
Total assets.................. $  85,085   $  6,114         --      $  91,199
                               =========   ========     =======     =========
Liabilities and Stockholder's
 Equity
Current liabilities:
 Line of credit............... $  10,350   $    --          --      $  10,350
 Note payable.................       --         --          --            --
 Accounts payable.............     2,397        622         --          3,019
 Accrued expenses.............    11,592      1,385       4,000 (2)    16,977
 Deferred revenue.............     5,215      1,172         --          6,387
 Current maturities of long-
  term obligations............        78        559         --            637
                               ---------   --------     -------     ---------
  Total current liabilities...    29,632      3,738       4,000        37,370
Long-term obligations, net of
 current maturities...........     2,720         76         --          2,796
Redeemable convertible
 preferred stock..............               19,925     (19,925)(1)       --
Stockholders' equity:
 Preferred stock..............       --         --          --            --
 Common stock.................        36          1           6 (1)        43
 Additional paid-in capital...   188,979        814      19,919 (1)   209,712
 Deferred compensation........       --        (682)        275 (2)      (407)
 Accumulated deficit..........  (136,282)   (17,758)     (4,275)(2)  (158,315)
                               ---------   --------     -------     ---------
  Total stockholders' equity
   (deficit)..................    52,733    (17,625)     15,925        51,033
                               ---------   --------     -------     ---------
Total liabilities and
 stockholders' equity......... $  85,085   $  6,114         --      $  91,199
                               =========   ========     =======     =========
</TABLE>
--------
(1) Reflects the conversion of FutureTense preferred and common stock based on
    the conversion ratio described in the merger agreement. The conversion
    ratio equals the number determined by dividing (a) the difference between
    (i) the sum of $125,000,000 and the aggregate amount receivable by
    FutureTense upon the exercise of outstanding options of FutureTense and
    (ii) certain deductible obligations by (b) $14.7064, and then dividing the
    quotient by the sum of (x) the number of shares of common stock of
    FutureTense issued and outstanding, (y) the number of shares of common
    stock of FutureTense issuable upon the exercise of outstanding options and
    warrants and (z) the number of shares of common stock issuable by
    FutureTense upon conversion of its preferred stock in connection with the
    merger.

(2) Reflects expenses of $4.0 million in connection with the merger including
    advisors fees, legal and accounting services and other integration costs.
    Additionally, upon the consummation of the merger, FutureTense will record
    a compensation charge of approximately $275,000 related to the acceleration
    of certain options previously granted at a price below fair market value
    for accounting purposes. However, the effects of these costs and the
    compensation charge are not reflected in the unaudited pro forma statements
    of operations.

                                       69
<PAGE>

        Unaudited Pro Forma Combined Condensed Statements of Operations

                      For the Year Ended December 31, 1996
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                      Pro Forma
                                              Open Market FutureTense Combined
                                              ----------- ----------- ---------
<S>                                           <C>         <C>         <C>
Revenues:
  Product revenues..........................   $ 17,200     $    16   $ 17,216
  Service revenues..........................      5,301         --       5,301
                                               --------     -------   --------
    Total revenues..........................     22,501          16     22,517
                                               --------     -------   --------
Cost of Revenues;
  Product revenues..........................        768           3        771
  Service revenues..........................      4,725         --       4,725
                                               --------     -------   --------
    Total cost of revenues..................      5,493           3      5,496
                                               --------     -------   --------
    Gross profit............................     17,008          13     17,021
                                               --------     -------   --------
Operating Expenses:
  Selling and marketing.....................     23,810       1,196     25,006
  Research and development..................     16,393         721     17,114
  General and administrative................      5,925         764      6,689
                                               --------     -------   --------
    Total operating expenses................     46,128       2,681     48,809
                                               --------     -------   --------
    Loss from operations                        (29,120)     (2,668)   (31,788)
Interest income.............................      3,042          91      3,133
Interest expense............................        (79)         (7)       (86)
Other (expense)/income......................          7         --           7
                                               --------     -------   --------
  Loss before provision for income taxes....    (26,150)     (2,584)   (28,734)
Provision for income taxes                          360         --         360
                                               --------     -------   --------
  Net loss..................................   $(26,510)    $(2,584)  $(29,094)
                                               ========     =======   ========
Accretion of preferred stock................       (900)        (66)      (966)
                                               --------     -------   --------
Net loss applicable to common stockholders..   $(27,410)    $(2,650)  $(30,060)
                                               ========     =======   ========
Net loss per share-basic and diluted........   $  (1.31)              $  (1.42)
                                               ========               ========
Weighted average common equivalent shares
 outstanding-basic and diluted..............     20,923                 21,201
                                               ========               ========
Net loss per share--proforma................                          $  (1.06)
                                                                      ========
Weighted average common equivalent share
 outstanding--proforma......................                            27,448
                                                                      ========
</TABLE>

                                       70
<PAGE>

        Unaudited Pro Forma Combined Condensed Statements of Operations

                      For the Year Ended December 31, 1997
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                     Pro Forma
                                             Open Market FutureTense Combined
                                             ----------- ----------- ---------
<S>                                          <C>         <C>         <C>
Revenues:
  Product revenues..........................  $  48,168    $    83   $ 48,251
  Service revenues..........................     13,092        104     13,196
                                              ---------    -------   --------
    Total revenues..........................     61,260        187     61,447
                                              ---------    -------   --------
Cost of Revenues;
  Product revenues..........................      2,477        154      2,631
  Service revenues..........................      9,166         56      9,222
                                              ---------    -------   --------
    Total cost of revenues..................     11,643        210     11,853
                                              ---------    -------   --------
    Gross profit............................     49,617        (23)    49,594
                                              ---------    -------   --------
Operating Expenses:
  Selling and marketing.....................     36,554      1,525     38,079
  Research and development..................     26,732      1,575     28,307
  General and administrative................     11,335        951     12,286
  In-process research and development.......     34,250        429     34,679
                                              ---------    -------   --------
    Total operating expenses................    108,871      4,480    113,351
                                              ---------    -------   --------
    Loss from operations....................    (59,254)    (4,503)   (63,757)
Interest income.............................      2,827         84      2,911
Interest expense............................       (777)       (35)      (812)
Other (expense)/income......................       (218)       --        (218)
                                              ---------    -------   --------
  Loss before provision for income taxes....    (57,422)    (4,454)   (61,876)
Provision for income taxes..................        584        --         584
                                              ---------    -------   --------
  Net loss..................................  $(58,006)    $(4,454)  $(62,460)
                                              =========    =======   ========
Net loss per share--basic and diluted.......  $   (1.87)             $  (1.98)
                                              =========              ========
Weighted average common equivalent shares
 outstanding-basic and diluted..............     30,994                31,600
                                              =========              ========
Net loss per share--proforma................                         $  (1.87)
                                                                     ========
Weighted average common equivalent share
 outstanding--proforma......................                           33,352
                                                                     ========
</TABLE>

                                       71
<PAGE>

        Unaudited Pro Forma Combined Condensed Statements of Operations

                      For the Year Ended December 31, 1998
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                       Pro
                                                 Open                 Forma
                                                Market   FutureTense Combined
                                               --------  ----------- --------
<S>                                            <C>       <C>         <C>
Revenues:
  Product revenues............................ $ 42,245    $ 1,338   $ 43,583
  Service revenues............................   19,900      1,063     20,963
                                               --------    -------   --------
    Total revenues............................   62,145      2,401     64,546
                                               --------    -------   --------
Cost of Revenues:
  Product revenues............................    2,767        447      3,214
  Service revenues............................   14,532        833     15,365
                                               --------    -------   --------
    Total cost of revenues....................   17,299      1,280     18,579
                                               --------    -------   --------
    Gross profit..............................   44,846      1,121     45,967
                                               --------    -------   --------
Operating Expenses:
  Selling and marketing.......................   32,013      2,758     34,771
  Research and development....................   23,275      3,178     26,453
  General and administrative..................   11,954      1,551     13,505
  In-process research and development.........    5,700        --       5,700
  Restructuring charge........................    2,042        --       2,042
                                               --------    -------   --------
    Total operating expenses..................   74,984      7,487     82,471
                                               --------    -------   --------
    Loss from operations......................  (30,138)    (6,366)   (36,504)
Interest income...............................    1,373         56      1,429
Interest expense..............................   (1,097)       (94)    (1,191)
Other (expense)/income........................     (285)       (39)      (324)
                                               --------    -------   --------
  Loss before provision for income taxes......  (30,147)    (6,443)   (36,590)
Provision for income taxes....................      325        --         325
                                               --------    -------   --------
  Net loss.................................... $(30,472)   $(6,443)  $(36,915)
                                               ========    =======   ========
Accretion of preferred stock..................      --         (54)       (54)
                                               --------    -------   --------
Net loss applicable to common stockholders.... $(30,472)   $(6,497)  $(36,969)
                                               ========    =======   ========
Net loss per share--basic and diluted......... $  (0.91)             $  (1.08)
                                               ========              ========
Weighted average common equivalent shares
 outstanding--basic and diluted...............   33,483                34,367
                                               ========              ========
Net loss per share--proforma..................                       $  (0.99)
                                                                     ========
Weighted average common equivalent share
 outstanding--proforma........................                         37,356
                                                                     ========
</TABLE>

                                       72
<PAGE>

             Pro Forma Combined Condensed Statements of Operations

                     For the Six Months Ended June 30, 1998
                     (in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                 Open                Pro Forma
                                                Market   FutureTense Combined
                                               --------  ----------- ---------
<S>                                            <C>       <C>         <C>
Revenues:
 Product revenues............................. $ 23,430   $    585   $ 24,015
 Service revenues.............................    8,298        492      8,790
                                               --------   --------   --------
  Total revenues..............................   31,728      1,077     32,805
                                               --------   --------   --------
Cost of Revenues:
 Product revenues.............................    1,342        147      1,489
 Service revenues.............................    6,409        368      6,777
                                               --------   --------   --------
  Total cost of revenues......................    7,751        515      8,266
                                               --------   --------   --------
  Gross Profit................................   23,977        562     24,539
                                               --------   --------   --------
Operating Expenses:
 Selling and marketing........................   15,883      1,251     17,134
 Research and development.....................   13,344      1,561     14,905
 General and administrative...................    5,950        715      6,665
 In-process research and development..........    5,700        --       5,700
                                               --------   --------   --------
  Total operating expenses....................   40,877      3,527     44,404
                                               --------   --------   --------
  Loss from operations........................  (16,900)    (2,965)   (19,865)
Interest income...............................      609         53        662
Interest expense..............................     (536)       (53)      (589)
Other (expense)/income........................      (72)       (28)      (100)
                                               --------   --------   --------
 Loss before provision for income taxes.......  (16,899)    (2,993)   (19,892)
Provision for income taxes....................       65        --          65
                                               --------   --------   --------
 Net loss..................................... $(16,964)  $ (2,993)  $(19,957)
                                               ========   ========   ========
 Accretion of preferred stock.................      --         (24)       (24)
                                               --------   --------   --------
Net loss applicable to common stockholders.... $(16,964)  $ (3,017)  $(19,981)
                                               ========   ========   ========
Net loss per share--basic and diluted......... $  (0.53)             $  (0.60)
                                               ========              ========
Weighted average common equivalent shares
 outstanding--basic and diluted...............   32,255                33,070
                                               ========              ========
Net loss per share--pro forma.................                       $  (0.56)
                                                                     ========
Weighted average common equivalent shares
outstanding--pro forma........................                         35,899
                                                                     ========
</TABLE>

                                       73
<PAGE>

             Pro Forma Combined Condensed Statements of Operations

                     For the Six Months Ended June 30, 1999
                     (in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                        Pro
                                                  Open                 Forma
                                                 Market   FutureTense Combined
                                                 -------  ----------- --------
<S>                                              <C>      <C>         <C>
Revenues:
 Product revenues............................... $22,865    $ 1,355   $24,220
 Service revenues...............................  11,281      1,657    12,938
                                                 -------    -------   -------
  Total revenues................................  34,146      3,012    37,158
                                                 -------    -------   -------
Cost of Revenues:
 Product revenues...............................   1,479        298     1,777
 Service revenues...............................   8,301      1,046     9,347
                                                 -------    -------   -------
  Total cost of revenues........................   9,780      1,344    11,124
                                                 -------    -------   -------
  Gross profit..................................  24,366      1,668    26,034
                                                 -------    -------   -------
Operating Expenses:
 Selling and marketing..........................  15,306      2,551    17,857
 Research and development.......................   9,508      1,867    11,375
 General and administrative.....................   4,667      1,402     6,069
                                                 -------    -------   -------
  Total operating expenses......................  29,481      5,820    35,301
                                                 -------    -------   -------
  Loss from operations..........................  (5,115)    (4,152)   (9,267)
Interest income.................................     557         66       623
Interest expense................................    (310)       (22)     (332)
Other (expense)/income..........................    (152)        (1)     (153)
                                                 -------    -------   -------
  Loss before provision for income taxes........  (5,020)    (4,109)   (9,129)
Provision for income taxes......................     145        --        145
                                                 -------    -------   -------
  Net loss...................................... $(5,165)   $(4,109)  $(9,274)
                                                 =======    =======   =======
  Accretion of preferred stock..................     --          (6)       (6)
                                                 -------    -------   -------
Net loss applicable to common stockholders...... $(5,165)   $(4,115)  $(9,280)
                                                 =======    =======   =======
Net loss per share-basic and diluted............ $ (0.14)             $ (0.25)
                                                 =======              =======
Weighted average common equivalent shares
 outstanding--basic and diluted.................  35,637               36,727
                                                 =======              =======
Net loss per share--pro forma...................                      $ (0.22)
                                                                      =======
Weighted average common equivalent shares
outstanding--pro forma..........................                       41,495
                                                                      =======
</TABLE>

                                       74
<PAGE>

      Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Merger Agreement

   On July 14, 1999, Open Market and FutureTense jointly announced the signing
of the merger agreement. Under its terms, Open Market will issue up to $125.0
million worth of its common stock for outstanding shares of FutureTense common
stock and preferred stock, and shares of FutureTense common stock issuable upon
the exercise of outstanding stock options and warrants. The proposed issuance
of shares of common stock of Open Market in connection with the merger is
subject to the approval of the stockholders of Open Market, is intended to be a
tax-free stock-for-stock transaction and is intended to be accounted for as a
pooling of interests.

   The terms of the merger agreement allow the number of shares of Open Market
common stock to be issued to be based upon the market value, as defined, of
shares of Open Market common stock as of the time of the merger as more fully
described in the merger agreement. The number of shares to be issued, subject
to certain adjustments, is expected to be between 6,800,000 and 7,700,000. The
per share values in the pro forma combined condensed statements of operations
assumes approximately 7,200,000 shares of common stock are issued by Open
Market.

2. Transaction Costs

   The pro forma balance sheet adjustment to accrued expenses represents
certain direct merger-related charges, for which no tax benefit is available,
that are expected to be incurred by Open Market. These costs are estimated to
be approximately $4.0 million and include those direct costs of the merger
including fees to financial advisors, legal counsel and independent auditors,
and printing and other fees and expenses relating to holding a meeting of
stockholders and preparing this joint proxy statement/prospectus.

3. Net Loss per Share

   The unaudited basic net loss per share is based upon the weighted average
number of Open Market and FutureTense common shares outstanding for each period
using a conversion ratio of .37802 Open Market share for each share of
FutureTense common stock. The unaudited diluted net loss per share is the same
as the unaudited basic net loss per share for each period presented, as the
effects of the potential common stock are anti-dilutive. The unaudited pro
forma basic and diluted net loss per share is based upon the weighted average
number of Open Market and FutureTense common shares outstanding plus the
weighted average number of FutureTense preferred shares on an as-converted
basis for each period using a conversion ratio of .37802 shares of Open Market
common stock for each share of FutureTense common stock and preferred stock on
an as-converted basis. Basic and diluted net loss per share would have been
$(0.53), $(1.37), $(1.97), $(1.07), $(0.60) and $(0.25) and pro forma basic and
diluted net loss per share would have been $(0.53), $(1.31), $(1.86), $(0.98),
$(0.55) and $(0.22) assuming a minimum of 6,800,000 shares of Open Market
common stock were exchanged for FutureTense common stock and preferred stock on
an as-converted basis for the years ended December 31, 1996, 1997, and 1998 and
the six months ended June 30, 1998 and 1999, respectively. The conversion ratio
will equal the number determined by dividing (a) the difference between (i) the
sum of $125,000,000 and the aggregate amount receivable by FutureTense upon the
exercise of outstanding options of FutureTense and (ii) certain deductible
obligations by (b) $14.7064, and then dividing the quotient by the sum of (x)
the number of shares of common stock of FutureTense issued and outstanding, (y)
the number of shares of common stock of FutureTense issuable upon the exercise
of outstanding options and warrants and (z) the number of shares of common
stock issuable by FutureTense upon conversion of its preferred stock in
connection with the merger.

4. Conformity Adjustments and Intercompany Transactions

   There are no material intercompany transactions included in the unaudited
pro forma combined condensed financial statements. There were no material
adjustments required to conform the accounting policies of Open Market and
FutureTense.

                                       75
<PAGE>


              SECURITY OWNERSHIP OF MANAGEMENT OF OPEN MARKET

   The following table sets forth information as to the number of shares of
Open Market common stock beneficially owned as of August 31, 1999 by (i) each
person that beneficially owns more than 5% of the outstanding shares of Open
Market common stock, (ii) each director of Open Market, (iii) the Chief
Executive Officer and the four other most highly compensated executive officers
of Open Market and (iv) all Open Market executive officers and directors as a
group. Except as indicated by the notes to the following table, the holders
listed below will have sole voting power and investment power over the shares
beneficially held by them.

<TABLE>
<CAPTION>
                                                    Beneficial Ownership(1)
                                                     As of August 31, 1999
                                                   ---------------------------
Name of Beneficial Owner                              Shares        Percent
------------------------                           -------------- ------------
<S>                                                <C>            <C>
Directors and Named Executive Officers:
 Gulrez Arshad (2)(3).............................        684,600        1.89%
 Thomas H. Bruggere (3)...........................         17,578           *
 Jeffrey Bussgang (3).............................         32,223           *
 Gary B. Eichhorn (3)(4)..........................      1,340,814        3.58
 Shikhar Ghosh (5)................................      3,600,500        9.93
 William S. Kaiser (3)............................        187,838           *
 Gregory Pope (3).................................         80,958           *
 Eugene F. Quinn (3)..............................          9,600           *
 Betty J. Savage..................................            --          --
 Peter Y. Woon (3)................................         51,063           *
All directors and executive officers as a group
 (12 individuals)(6)..............................      6,160,042       16.35
</TABLE>
--------
 * Beneficial ownership does not exceed 1% of the outstanding shares of Open
Market common stock.

(1) Includes shares subject to options which will be exercisable within 60 days
    following August 31, 1999. All percentages assume that the options of the
    particular person or group in question, and no others, have been exercised.

(2) Includes 122,200 shares of Open Market common stock held in two revocable
    trusts of which Mr. Arshad's children are beneficiaries. Also includes
    61,100 shares of Open Market common stock held in an irrevocable trust of
    which Mr. Arshad's child is a beneficiary as to which Mr. Arshad disclaims
    beneficial ownership.

(3) Includes shares of Open Market common stock which the following officers
    and directors have the right to acquire by exercise of options within 60
    days following August 31, 1999: Arshad, 9,100; Bruggere, 12,000; Bussgang,
    20,594; Eichhorn, 1,174,064; Kaiser, 9,100; Pope, 60,862; Quinn, 9,100; and
    Woon, 51,063.
(4) Includes 91,750 shares of Open Market common stock held by Mr. Eichhorn's
    spouse.
(5) Includes 182,700 shares of Open Market held in a trust for the benefit of
    Mr. Ghosh's minor children as to which Mr. Ghosh disclaims beneficial
    ownership.

(6) The amount stated includes an aggregate of 1,417,071 shares of Open Market
    common stock which may be acquired upon the exercise of options within 60
    days following August 31, 1999.

                                       76
<PAGE>

                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
                         AND MANAGEMENT OF FUTURETENSE

   The following table sets forth certain information as to the number of
shares of FutureTense common stock that will be beneficially owned as of August
31, 1999 by (i) each person that beneficially owns more than 5% of the
outstanding shares of FutureTense common stock, (ii) each director of
FutureTense, (iii) the Chief Executive Officer and the other named executive
officers of FutureTense and (iv) all FutureTense executive officers and
directors as a group. Except as indicated by the notes to the following table,
the holders listed below will have sole voting power and investment power over
the shares beneficially owned by them.

<TABLE>
<CAPTION>
                                                     Beneficial Ownership(1)
                                                      As of August 31, 1999
                                                     --------------------------
Name of Beneficial Owner                                Shares      Percent
------------------------                             ------------- ------------
<S>                                                  <C>           <C>
5% Beneficial Holders
Greylock Equity Limited Partnership.................     5,287,695      27.60%
 One Federal Street
 Boston, MA 02110
The Fidelity Entities (2)...........................     2,047,237      10.71
 100 Summer Street
 Boston, MA 02110
BankBoston Ventures Inc.............................     2,026,206      10.60
 175 Federal Street
 Boston, MA 02110
Atlas Venture Fund II, L.P..........................     1,873,292       9.80
 222 Berkeley Street
 Boston, MA 02116
Pacific Technology Venture U.S.A., L.P..............     1,248,863       6.53
 c/o IDG Ventures
 655 Montgomery Street
 San Francisco, CA 94111
Directors and Named Executive Officers
 Jarrett Collins....................................           --           *
 William S. Kaiser (3)..............................     5,287,695      27.66
 Harland K. Lavigne (4).............................        56,640          *
 Paul L. Sagan (4)..................................        92,540          *
 Ronald J. Matros (4)...............................       799,998       4.02
 Bagepalli Cheluva Krishna..........................     1,000,000       5.23
 Daniel Latham......................................     1,000,000       5.23
 Julie Melbin.......................................     1,000,000       5.23
 Carol J. Mitchell (4)..............................       138,671          *
 Howard Webber (5)..................................       700,000       3.66
All executive officers and directors as a group (12
 individuals) (6)...................................     8,545,153      21.51
</TABLE>
--------
 *  Beneficial ownership does not exceed 1% of the outstanding FutureTense
    common stock.

(1) Includes shares subject to options which will be exercisable within 60 days
    following August 31, 1999 and shares which become exercisable upon the
    completion of the merger assuming that the merger is completed in October
    1999. All percentages assume that the options of the particular person or
    group in question, and no others, have been exercised.
(2) Includes 1,023,621 held by Fidelity Ventures, Ltd. and 1,023,616 shares
    held by Fidelity Investors Limited Partnership.

                                       77
<PAGE>

(3) Includes 5,287,695 held by Greylock Equity Limited Partnership. Mr. Kaiser
    is a general partner of Greylock Equity GP Limited Partnership, the general
    partner of Greylock Equity Limited Partnership. Mr. Kaiser may be deemed to
    share voting and investment power with respect to all shares held by
    Greylock Equity Limited Partnership. Mr. Kaiser disclaims beneficial
    ownership of all such shares except with respect to his pecuniary interest.

(4) Includes shares of FutureTense common stock which the following officers
    and directors have the right to acquire by exercise of options within 60
    days following August 31, 1999 and shares which become exercisable upon
    completion of the merger assuming that the merger is completed in October
    1999: Sagan, 25,000; Matros, 799,998; Mitchell, 138,671; LaVigne, 56,640.

(5) Includes 250,000 shares held in trust for Mr. Webber and 250,000 shares
    held in trust for Mr. Webber's wife. Mr. Webber disclaims beneficial
    ownership of all such shares held in trust for his wife.

(6) The amount stated includes an aggregate of 1,491,872 of FutureTense common
    stock which may be acquired upon the exercise of options within 60 days
    following August 31, 1999 and shares which become exercisable upon the
    completion of the merger assuming that the merger is completed in October
    1999.

                                       78
<PAGE>

      SECURITY OWNERSHIP OF MANAGEMENT OF OPEN MARKET FOLLOWING THE MERGER

   The following table sets forth certain pro forma information as to the
number of shares of Open Market common stock that will be beneficially owned by
(i) each person that beneficially owns more than 5% of the outstanding shares
of Open Market common, stock (ii) each director of Open Market, (iii) the Chief
Executive Officer and the four other most highly compensated executive officers
of Open Market and (iv) Open Market executive officers and directors as a group
assuming the merger had been consummated on August 31, 1999. Except as
indicated by the notes to the following table, the holders listed below will
have sole voting power and investment power over the shares beneficially held
by them.

<TABLE>
<CAPTION>
                                                            Pro Forma
                                                     Beneficial Ownership(1)
                                                      As of August 31, 1999
                                                     ---------------------------
Name of Beneficial Owner                               Shares       Percent(2)
------------------------                             ------------- -------------
<S>                                                  <C>           <C>
Directors and Named Executive Officers:
 Gulrez Arshad (3)(4)..............................        684,600        1.56%
 Thomas H. Bruggere (3)............................         17,578           *
 Gary B. Eichhorn (3)(5)...........................      1,340,814        2.97
 Shikhar Ghosh (6).................................      3,600,500        8.19
 William S. Kaiser (3)(7)..........................      2,308,732        5.25
 Harland K. LaVigne (8)............................         21,935           *
 Ronald J. Matros (8)..............................        320,879           *
 Gregory Pope (3)..................................         80,958           *
 Eugene F. Quinn (3)...............................          9,600           *
 Paul L. Sagan (8).................................         36,616           *
 Betty J. Savage ..................................            --          --
 Peter Y. Woon (3).................................         51,063           *
All directors and executive officers as a group (17
 individuals) (8)(9)...............................      9,100,676       19.88
</TABLE>
--------
 *Beneficial ownership does not exceed 1% of the outstanding shares of Open
Market common stock.

(1) Includes shares subject to options which will be exercisable within 60 days
    following August 31, 1999. All percentages assume that the options of the
    particular person or group in question, and no others, have been exercised.

(2) Assumes the issuance of 7,700,000 shares of Open Market common stock in the
    merger, which is the estimated maximum number of shares issuable under the
    conversion formula described in the merger agreement.

(3) Includes shares of Open Market common stock which the following officers
    and directors have the right to acquire by exercise of options within 60
    days following August 31, 1999: Arshad, 9,100; Bruggere, 12,000; Eichhorn,
    1,174,064; Kaiser, 9,100; Pope, 60,862; Quinn, 9,100; and Woon, 51,063.

(4) Includes 122,200 shares of Open Market common stock held in two revocable
    trusts of whichMr. Arshad's children are beneficiaries. Also includes
    61,100 shares of Open Market common stock held in an irrevocable trust of
    which Mr. Arshad's child is a beneficiary as to which Mr. Arshad disclaims
    beneficial ownership.
(5) Includes 91,750 shares of Open Market common stock held by Mr. Eichhorn's
    spouse.
(6) Includes 182,700 shares of Open Market held in a trust for the benefit of
    Mr. Ghosh's minor children as to which Mr. Ghosh disclaims beneficial
    ownership.
(7) Consists of 187,838 shares owned by Mr. Kaiser and 2,120,894 shares owned
    by Greylock Equity Limited Partnership. Mr. Kaiser is a General Partner of
    Greylock Limited Partnership, which is a General Partner of Greylock Equity
    Limited Partnership, and may be considered a beneficial owner of the shares
    beneficially owned by Greylock Equity Limited Partnership although Mr.
    Kaiser disclaims beneficial ownership of such shares.
(8) Assumes a conversion rate of .4011 shares of Open Market common stock for
    each share of FutureTense common stock.

(9) The amount stated includes an aggregate of 1,809,774 shares of Open Market
    common stock which may be acquired upon the exercise of options within 60
    days following August 31, 1999.

                                       79
<PAGE>

                    DESCRIPTION OF OPEN MARKET CAPITAL STOCK

   The following is a summary of certain matters with respect to the capital
stock of Open Market. Because it is only a summary, it does not contain all
information that may be important to you. Therefore, you should read the more
detailed provisions of Open Market's Restated Certificate of Incorporation, as
amended (the "Open Market Certificate of Incorporation") and By-laws, as
amended (the "Open Market By-laws") and, the rights agreement (as defined
below) carefully.

General

   As of the date of this joint proxy statement/prospectus, Open Market's
authorized capital stock consists of 100,000,000 shares of Open Market Common
Stock, par value $.001 per share and 2,000,000 shares of preferred stock, par
value $.10 per share, of which 40,000 shares have been designated as Open
Market Series A Junior participating preferred stock. No other classes of
capital stock are authorized under the Open Market Restated Certificate of
Incorporation. The issued and outstanding shares of Open Market common stock
are duly authorized, validly issued, fully paid and nonassessable.

Open Market Common Stock

   Holders of Open Market common stock have no preemptive, redemption or
conversion rights. The holders of Open Market common stock are entitled to
receive dividends when and as declared by the Open Market board out of funds
legally available therefor. Upon Open Market's liquidation, dissolution or
winding up, the holders of Open Market common stock may share ratably in Open
Market's net assets after payment of liquidating distributions to holders of
Open Market preferred stock, if any. Each holder of Open Market common stock is
entitled to one vote per share of Open Market common stock held of record by
such holder. Each outstanding share of Open Market common stock is accompanied
by a right to purchase one one-thousandth of a share of Series A junior
participating preferred stock. The Open Market Board has reserved 100,000
shares of Series A junior participating preferred stock for issuance. There are
currently no shares of Series A junior participating preferred stock
outstanding. See "--Description of Preferred Stock Purchase Rights."

   The registrar and transfer agent for the Open Market Common Stock is
EquiServe.

Description of Series A Junior Participating Preferred Stock

   On January 26, 1998, the Open Market board declared a dividend of one
preferred stock purchase right for each outstanding share of Open Market common
stock to stockholders of record at the close of business on February 12, 1998.
The description and terms of the Open Market rights are set forth in a rights
agreement dated as of January 26, 1998, as amended, between Open Market and
BankBoston, N.A. The purchase rights have some anti-takeover effects that are
intended to discourage coercive or unfair takeover tactics and to encourage any
potential acquiror to negotiate a price fair to all Open Market stockholders.
The purchase rights may cause substantial dilution to an acquiring party that
attempts to acquire Open Market on terms not approved by the Open Market board,
but the purchase rights will not interfere with any negotiated merger or other
business combination.

   In the event that any person or group acquires beneficial ownership of 18%
or more of the outstanding shares of Open Market common stock, each holder of a
purchase right, other than a purchase right beneficially owned by the acquiring
person, will thereafter have the right to receive upon exercise that number of
shares of Open Market common stock which equals the exercise price of the right
divided by one-half of the current market price of Open Market common stock at
the date of the occurrence of the event. In addition, if at any time following
such acquisition of 18% or more of the outstanding shares of Open Market common
stock, Open Market is acquired in a merger or other business combination or
transaction or 50% or more of its consolidated assets or earning power are
sold, other than resulting from a qualifying offer, each holder of a purchase
right will receive, upon exercise of that purchase right at the prevailing
exercise price of the purchase

                                       80
<PAGE>

right, that number of shares of common stock of the acquiring company which, at
the time of such transaction equals the exercise price of the right divided by
one-half of the current market price of Open Market common stock at the date of
the occurrence of the event.

Open Market Preferred Stock

   The Open Market Board has the power, without further vote of stockholders,
to authorize the issuance of up to 2,000,000 shares of Open Market preferred
stock and to fix and determine the terms, limitations and relative rights and
preferences of any shares of Open Market preferred stock. This power includes
the authority to establish voting, dividend, redemption, conversion,
liquidation and other rights of any such shares. Other than as set forth
herein, there are no shares of Open Market preferred stock currently
outstanding.

                                       81
<PAGE>

                                APPRAISAL RIGHTS

Rights of Dissenting Stockholders of FutureTense

   Who is Entitled to Appraisal Rights with Respect to the Merger. If the
merger is consummated, a holder of record of FutureTense stock on the date of
making a demand for appraisal, as described below, who (1) continues to hold
those shares through the time of the merger; (2) strictly complies with the
procedures set forth under Section 262 of the Delaware corporation statute; and
(3) has not voted in favor of the merger will be entitled to have those shares
appraised by the Delaware General Court of Chancery under Section 262 and to
receive payment for the "fair value" of these shares in lieu of the
consideration provided for in the merger agreement. This joint proxy
statement/prospectus is being sent to all holders of record of FutureTense
stock on the record date for the FutureTense special meeting and constitutes
notice of the appraisal rights available to those holders under Section 262.
The statutory right of appraisal granted by Section 262 requires strict
compliance with the procedures set forth in Section 262. Failure to follow any
of such procedures may result in a termination or waiver of dissenters' rights
under Section 262. The following is a summary of the principal provisions of
Section 262. The following summary is not a complete statement of Section 262
of the Delaware corporation statute, and is qualified in its entirety by
reference to Section 262 which is incorporated herein by reference, together
with any amendments to the laws that may be adopted after the date of this
joint proxy statement/prospectus. A copy of Section 262 is attached as Annex C
to this joint proxy statement/prospectus.

   A holder of FutureTense stock electing to exercise appraisal rights under
Section 262 must deliver a written demand for appraisal of such stockholder's
shares of FutureTense prior to the vote on the merger. The written demand must
identify the stockholder of record and state the stockholder's intention to
demand appraisal of his or her shares. All demands should be delivered to
FutureTense, Attention: Bagepalli Cheluva Krishna, Secretary, 43 Nagog Park,
Acton, Massachusetts 01720, telephone: (978) 635-3600.

   Only a holder of shares of FutureTense stock on the date of making a written
demand for appraisal who continuously holds those shares through the time of
the merger is entitled to seek appraisal. Demand for appraisal must be executed
by or for the holder of record, fully and correctly, as that holder's name
appears on the holder's stock certificates representing shares of FutureTense
stock. If FutureTense stock is owned of record in a fiduciary capacity, such as
by a trustee, guardian or custodian, the demand should be made in that
capacity, and if FutureTense stock is owned of record by more than one person,
as in a joint tenancy or tenancy in common, the demand should be made by or for
all owners of record. An authorized agent, including one or more joint owners,
may execute the demand for appraisal for a holder of record; that agent,
however, must identify the record owner or owners and expressly disclose in the
demand that the agent is acting as agent for the record owner or owners of the
shares.

   A record holder such as a broker who holds shares of FutureTense stock as a
nominee for beneficial owners, some of whom desire to demand appraisal, must
exercise appraisal rights on behalf of those beneficial owners with respect to
the shares of FutureTense stock, held for those beneficial owners. In that
case, the written demand for appraisal should set forth the number of shares of
FutureTense stock covered by it. Unless a demand for appraisal specifies a
number of shares, the demand will be presumed to cover all shares of
FutureTense stock held in the name of the record owner.

   Beneficial owners who are not record owners and who intend to exercise
appraisal rights should instruct the record owner to comply with the statutory
requirements with respect to the exercise of appraisal rights before the date
of the FutureTense special meeting.

   Within 10 days after the time of the merger, the surviving corporation is
required to send notice of the effectiveness of the merger to each stockholder
who prior to the time of the merger complies with the requirements of Section
262.


                                       82
<PAGE>

   Within 120 days after the time of the merger, the surviving corporation or
any stockholder who has complied with the requirements of Section 262 may file
a petition in the Delaware Court of Chancery demanding a determination of the
fair value of the shares of FutureTense stock held by all stockholders seeking
appraisal. A dissenting stockholder must serve a copy of the petition on the
surviving corporation. If no petition is filed by either the surviving
corporation or any dissenting stockholder within the 120-day period, the rights
of all dissenting stockholders to appraisal will cease. Stockholders seeking to
exercise appraisal rights should not assume that the surviving corporation will
file a petition with respect to the appraisal of the fair value of their shares
or that the surviving corporation will initiate any negotiations with respect
to the fair value of those shares. The surviving corporation is under no
obligation to and has no present intention to take any action in this regard.
Accordingly, stockholders who wish to seek appraisal of their shares should
initiate all necessary action with respect to the perfection of their appraisal
rights within the time periods and in the manner prescribed in Section 262.
Failure to file the petition on a timely basis will cause the stockholder's
right to an appraisal to cease.

   Within 120 days after the time of the merger, any stockholder who has
complied with subsections (a) and (d) of Section 262 is entitled, upon written
request, to receive from the surviving corporation a statement setting forth
the aggregate number of shares of FutureTense stock not voted in favor of the
merger with respect to which demands for appraisal have been received by
FutureTense and the number of holders of those shares. The statement must be
mailed within 10 days after the written request has been received by
FutureTense or within 10 days after expiration of the time for delivery of
demands for appraisal under subsection (d) of Section 262, whichever is later.

   If a petition for an appraisal is filed in a timely manner, at the hearing
on the petition, the Delaware Court of Chancery will determine which
stockholders are entitled to appraisal rights and will appraise the shares of
FutureTense stock owned by those stockholders, determining the fair value of
those shares, exclusive of any element of value arising from the accomplishment
or expectation of the merger, together with a fair rate of interest, to be
paid, if any, upon the amount determined to be the fair value.

   Stockholders considering seeking appraisal should consider that the fair
value of their shares determined under Section 262 could be more than, the same
as, or less than, the value of the consideration provided for in the merger
agreement without the exercise of appraisal rights. The cost of the appraisal
proceeding may be determined by the Court of Chancery and assessed against the
parties as the Court deems equitable in the circumstances. Upon application of
a dissenting stockholder, the Court may order that all or a portion of the
expenses incurred by any dissenting stockholder in connection with the
appraisal proceeding (including, without limitation, reasonable attorney's fees
and the fees and expenses of experts) to be charged pro rata against the value
of all shares of FutureTense stock entitled to appraisal. In the absence of
such a determination or assessment, each party bears its own expenses.

   Any stockholder who has demanded appraisal in compliance with Section 262
will not, after the time of the merger, be entitled to vote such stock for any
purpose or receive payment of dividends or other distributions, if any, on the
FutureTense stock, except for dividends or distributions, if any, payable to
stockholders of record at a date prior to the merger.

   A stockholder may withdraw a demand for appraisal and accept the FutureTense
common stock at any time within 60 days after the time of the merger, or
thereafter may withdraw such a demand with the written approval of the
surviving corporation. If an appraisal proceeding is properly instituted, such
proceeding may not be dismissed as to any stockholder without the approval of
the Delaware Court of Chancery, and any such approval may be conditioned on the
Court of Chancery's deeming the terms to be just. If, after the merger, a
holder of FutureTense stock who had demanded appraisal for the holder's shares
fails to perfect or loses his right to appraisal, those shares will be treated
under the merger agreement as if they had been converted as of the time of the
merger into FutureTense common stock.

   In view of the complexity of these provisions of the Delaware corporate law,
any FutureTense stockholder who is considering exercising appraisal rights
should consult a legal advisor.

                                       83
<PAGE>

                        COMPARISON OF STOCKHOLDER RIGHTS

General

   Both Open Market and FutureTense are corporations organized under the laws
of Delaware and are therefore subject to the Delaware corporation statute.
However, there are differences in the charters and by-laws of Open Market and
FutureTense.

Capitalization

   Open Market. Open Market is authorized to issue 100,000,000 shares of common
stock and 2,000,000 shares of preferred stock, of which 100,000 shares have
been designated Series A junior participating preferred stock. On August 31,
1999, 36,267,096 shares of Open Market common stock were issued and outstanding
and no shares of preferred stock were issued and outstanding. Open Market's
board has the authority, without stockholder approval, to issue shares of
authorized preferred stock from time to time in one or more series and to fix
the rights and preferences, including voting rights, of each series of
preferred stock, which rights and preferences may be superior to that of Open
Market common stock.

   FutureTense. FutureTense is authorized to issue 25,000,000 shares of common
stock, 380,651 shares of Series A preferred stock, 754,178 shares of Series B
preferred stock, 711,979 shares of Series C preferred stock and 5,436,837
shares of Series D preferred stock. On August 31, 1999, 4,444,468 shares of
common stock, all of the authorized shares of Series A preferred stock, all of
the authorized shares of Series B preferred stock, 711,842 shares of Series C
preferred stock and all of the authorized shares of Series D preferred stock
were outstanding.

Voting Rights

   Open Market. Each holder of Open Market common stock is entitled to one vote
for each share and may not cumulate votes for the election of directors. Each
holder of Open Market Series A preferred stock is entitled to 1,000 votes for
each share on all matters voted on by the holders of Open Market common stock.
Except as otherwise provided in the Open Market charter or by-laws, the holders
of Open Market Series A preferred stock and Open Market common stock vote
together as a single class on all matters voted on by the Open Market
stockholders. Open Market's charter further provides that if at any time Open
Market has failed to pay dividends on any Series A preferred stock in an amount
equal to six quarterly dividends, the holders of Series A preferred stock,
voting as a separate series, will be entitled to elect two members of the board
of directors and the authorized number of directors will automatically be
increased by two.

   FutureTense. Each holder of FutureTense common stock is entitled one vote
for each share and may not cumulate votes for the election of directors. Each
holder of FutureTense Series A preferred stock, Series B preferred stock,
Series C preferred stock and Series D preferred stock is entitled to the number
of votes equal to the number of shares of FutureTense common stock into which
each share of FutureTense Series A preferred stock, Series B preferred stock,
Series C preferred stock, or Series D preferred stock, as the case may be, is
convertible. Further, the holders of Series A preferred stock, as a separate
class, elect one director.

Number and Classification of Directors

   Open Market. Open Market's by-laws provide that the number of directors may
not be less than three. Open Market's by-laws and charter provide that its
board of directors will be comprised of three classes each with the same number
of directors, except that if the total number of directors is not evenly
devisable by three, the first extra director will be a member of Class I and
the second extra director will be a member of Class II. Each class is elected
for three years and a different class of directors stands for election each
year.

   FutureTense. FutureTense's by-laws provide that the number of directors may
not be less than one. FutureTense's by-laws further provide for a single class
of directors who are elected at the annual meeting of

                                       84
<PAGE>

stockholders and hold office until the next annual meeting of stockholders or
until their successors are elected and qualified.

Removal of Directors

   Open Market. Open Market's by-laws and charter provide that the stockholders
may remove a director only for cause by the affirmative vote of the holders of
at least 66% of the shares of the capital stock of Open Market outstanding and
entitled to vote.

   FutureTense. FutureTense's by-laws provide that the stockholders may remove
a director from office by the affirmative vote of a majority of the shares of
capital stock of FutureTense outstanding and entitled to vote.

Filling Vacancies on the Board of Directors

   Open Market. Open Market's by-laws and charter provide that the directors
will fill a vacancy on the board, including a vacancy caused by an enlargement
of the board, by a vote of the majority of the directors then in office, even
if they constitute less than a quorum or by a sole remaining director. A
director elected to fill a vacancy will be elected to hold office until the
next election of the class for which the director was elected and until a
successor is elected and qualified.

   FutureTense. FutureTense's charter provides that a vacancy in any
directorship elected by holders of Series A preferred stock may be filled only
by a vote or written consent of the holders of Series A preferred stock.
FutureTense's by-laws provide that the directors will fill a vacancy on the
board, including a vacancy caused by an enlargement of the board, by a vote of
the majority of the directors then in office, even if less than a quorum.
FutureTense's by-laws further provide that the stockholders may fill a vacancy
on the board, including a vacancy caused by an enlargement of the board, at any
meeting.

Charter Amendments

   Open Market. Open Market's charter provides that any amendment to Open
Market's charter relating to the board of directors, stockholder action and
special meetings of stockholders requires the affirmative vote of at least 75%
of the shares of capital stock of Open Market outstanding and entitled to vote.

   FutureTense. FutureTense's charter provides that in order to:

  .  amend the charter in a way that adversely affects the preferences,
     special rights, or other powers of the Series A preferred stock, the
     Series B preferred stock, the Series C preferred stock or the Series D
     preferred stock, as the case may be, FutureTense must obtain the
     approval of the holders of a majority of the Series A preferred stock,
     the Series B preferred stock, the Series C preferred stock or the Series
     D preferred stock, as the case may be, voting as separate classes;

  .  increase or decrease the authorized number of shares of Series C
     preferred stock or Series D preferred stock, as the case may be,
     FutureTense must obtain the approval of the holders of a majority of the
     outstanding shares of Series C preferred stock or Series D preferred
     stock, as the case may be, voting as separate classes;

  .  authorize or issue shares of any class of stock having any preference or
     priority as to the dividends or assets superior to or on parity with the
     Series A preferred stock, the Series B preferred stock, the Series C
     preferred stock or the Series D preferred stock, as the case may be,
     FutureTense must obtain the approval of the holders of a majority of the
     Series A preferred stock, the Series B preferred stock, the Series C
     preferred stock or the Series D preferred stock, as the case may be,
     voting as separate classes;


                                       85
<PAGE>

  .  effect a material change in FutureTense's business, FutureTense must
     obtain the approval of a majority of the outstanding shares of the
     Series C preferred stock and a majority of the outstanding shares of the
     Series D preferred stock, voting as separate classes.

Amendments to By-Laws

   Open Market. Open Market's by-laws provide that the stockholders may amend
the by-laws at any regular or special meeting, by the affirmative vote of the
holders of a majority of the shares of capital stock of Open Market outstanding
and entitled to vote, except for amendments relating to special meetings of
stockholders, nomination of directors, notice of business at annual meetings,
stockholder action without a meeting, organization of stockholder meetings, the
board of directors and amendment of the charter and by-laws, each of which
requires the affirmative vote of 75% of the shares of Open Market capital stock
outstanding and entitled to vote.

   FutureTense. FutureTense's by-laws provide that the stockholders may amend
the by-laws at any meeting called for that purpose at which a quorum is
present. In addition, FutureTense's by-laws provide that the provisions
relating to indemnification may not be replaced or amended in a manner that
would adversely affect the right or protection of any person in respect of any
act or omission occurring prior to the amendment or repeal. FutureTense's by-
laws also provide that the board of directors may amend the by-laws to the
extent provided in FutureTense's charter. FutureTense's charter provides that
the board of directors may amend the FutureTense by-laws, but the by-laws may
not be amended in a manner that would change the preferences, special rights or
other powers of the Series A preferred stock, Series B preferred stock, Series
C preferred stock or Series D preferred stock, without the approval of a
majority of the then outstanding shares of the effected series.

Action by Written Consent

   Open Market. Open Market's by-laws provide that any action by the
stockholders may only be taken at an annual or special meeting and may not be
taken by written consent.

   FutureTense. FutureTense's by-laws provide that unless otherwise restricted
by the charter, any action required or permitted to be taken by stockholders
may be taken by written consent. FutureTense's charter contains no provisions
restricting stockholder action by written consent. To approve an action by
written consent, holders of the same number of shares as would be required to
vote in favor of the action at a meeting, must give written consent.

Notice of Stockholder Actions

   Open Market. Open Market's by-laws provide that to nominate directors or
bring business before an annual meeting, stockholders must give written notice
to the secretary of Open Market at least 60 days, but not more than 90 days,
before the meeting. However, if stockholders are given less than 70 days'
notice of the meeting, then stockholders must give notice no later than ten
days after the day the notice of the meeting was mailed or public disclosure of
the meeting was made, whichever occurs first.

   FutureTense. Neither FutureTense's charter nor its by-laws requires advance
notice of stockholder nominations of directors or any other business to be
brought by stockholders before a meeting of stockholders.

Right to Call Special Meeting of Stockholders

   Open Market. Open Market's by-laws provide that the chairman of the board of
directors, the chief executive officer or the board of directors may call a
special meeting of stockholders at any time.

                                       86
<PAGE>

   FutureTense. FutureTense's by-laws provide that the chairman of the board of
directors, the president or the board of directors may call a special meeting
of stockholders at any time. Further, the president or the secretary must call
a special meeting of stockholders if the holders of at least a majority of the
capital stock outstanding and entitled to vote request that a meeting be held.

Limitation of Personal Liability of Directors

   The Delaware General Corporation Law, or the DGCL, provides that a
corporation's charter may include a provision limiting the personal liability
of a director to the corporation or its stockholders for monetary damage for
breach of fiduciary duty as a director. However, no such provision can
eliminate or limit the liability of a director for:

  .  any breach of the director's duty of loyalty to the corporation or its
     stockholders;

  .  acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of the law;

  .  willful or negligent violation of the laws governing the payment of
     dividends or the purchase or redemption of stock; or

  .  any transaction from which the director devised an improper personal
     benefit.

   Open Market. The Open Market charter provides that except to the extent that
the DGCL prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty, no director shall be personally liable to Open
Market or its stockholders for monetary damages for any breach of fiduciary
duty as director, notwithstanding any provision of law imposing such liability.

   FutureTense. The FutureTense charter provides that no director shall be
personally liable to FutureTense or to its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability:

  .  for breach of the directors duty of loyalty to FutureTense or its
     stockholders;

  .  for acts or omissions not in good faith or which involve intentional
     misconduct or knowing violation of law;

  .  under Section 174 of the DGCL; or

  .  for any transactions from which the directors derived an improper
     personal benefit.

Dividends

   Open Market. Open Market's charter provides that Open Market's board may
declare and pay dividends upon shares of Open Market common stock, but only out
of funds available for the payment of dividends as provided by law, and subject
to any preferential rights of any outstanding preferred stock. Open Market's
charter also provides that, in preference to holders of Open Market common
stock and any other junior stock, holders of Open Market Series A preferred
stock will be entitled to receive, when, as and if declared by the board of
directors, quarterly dividends in an amount equal to the greater of:

  .  $100 or

  .  1,000 times the aggregate per share amount of all cash and/or non-cash
     dividends declared on the common stock since the immediately preceding
     quarterly dividend payment date.

The Open Market charter further provides that, Open Market must declare a
dividend on the Series A preferred stock immediately after it declares a
dividend on the Open Market common stock and must pay the Series A preferred
stock dividend before the common stock dividend is paid.

                                       87
<PAGE>

   FutureTense. FutureTense's charter provides that FutureTense's board may
declare and pay dividends upon shares of FutureTense common stock, but only out
of funds available for the payment of dividends as provided by law, and subject
to any preferential rights of any outstanding preferred stock. The FutureTense
charter also provides that FutureTense cannot declare or pay any dividend
without the consent of the holders of a majority of the shares of each of the
Series A preferred stock, Series B preferred stock, Series C preferred stock
and Series D preferred stock, consenting as separate classes. FutureTense's
charter also provides that:

  .  the holders of Series A preferred stock are entitled to receive
     dividends of $.315 per share per annum;

  .  the holders of Series B preferred stock are entitled to receive
     dividends of $.7275 per share per annum;

  .  the holders of Series C preferred stock are entitled to receive
     dividends of $.729 per share per annum; and

  .  the holders of Series D preferred stock are entitled to receive
     dividends of $.14806 per share per annum.

   Each of these dividends is payable when and as declared by the board.
Further, no transfer of cash or property without consideration may be made:


  .  to the Series A preferred stock, Series B preferred stock, Series C
     preferred stock or Series D preferred stock unless each of the other
     series of preferred stock receives a pro rata distribution per share, or

  .  on shares of common stock until the holders of the then outstanding
     shares of Series A preferred stock, Series B preferred stock, Series C
     preferred stock and Series D preferred stock have received a
     distribution at the same rate as the dividends they are entitled to
     receive.

Conversion and Redemption

   Open Market. Holders of Open Market common stock have no right to convert
their shares into any other shares of capital stock of Open Market or any other
securities.

   FutureTense. Holders of FutureTense common stock have no right to convert
their shares into any other shares of capital stock of FutureTense or any other
securities.

   Holders of Series A preferred stock have the right to convert their shares
into a number of shares of common stock determined by dividing $3.15 by the
then current conversion price as calculated based on the provisions of the
charter, which is currently $0.63 per share. Shares of Series A preferred stock
automatically convert into common stock upon:

  .  the request of 66 2/3% of the then outstanding Series A preferred stock,
     and

  .  the closing of a public offering of shares of common stock at a price of
     at least $1.26 per share resulting in gross proceeds to FutureTense of
     at least $10,000,000.

   Holders of Series B preferred stock have the right to convert their shares
into a number of shares of common stock determined by dividing $7.275 by the
then current conversion price as calculated based on the provisions of the
charter, which is currently $1.455. Shares of Series B preferred stock
automatically convert into common stock upon:

  .  the request of 66 2/3% of the then outstanding Series B preferred stock,
     and

  .  the closing of a public offering of shares of common stock at a price of
     at least $2.91 per share resulting in gross proceeds to FutureTense of
     at least $10,000,000.

                                       88
<PAGE>


   Holders of Series C preferred stock have the right to convert their shares
into a number of shares of common stock determined by dividing $7.29 by the
then current conversion price as calculated based on the provisions of the
charter, which is currently $1.458. Shares of Series C preferred stock
automatically convert into common stock upon:

  .  the request of 66 2/3% of the then outstanding Series C preferred stock,
     and

  .  the closing of a public offering of shares of common stock at a price of
     at least $2.92 per share resulting in gross proceeds to FutureTense of
     at least $15,000,000.

   Holders of Series D preferred stock have the right to convert their shares
into a number of shares of common stock determined by dividing $1.4806 by the
then current conversion price as calculated based on the provisions of the
charter, which is currently $1.4806. Shares of Series D preferred stock
automatically convert into common stock upon:

  .  the request of 66 2/3% of the then outstanding Series D preferred stock,
     and

  .  the closing of a public offering of shares of common stock at a price of
     at least $2.96 per share resulting in gross proceeds to FutureTense of
     at least $15,000,000.

   FutureTense will redeem the Series A preferred stock, Series B preferred
stock, Series C preferred stock and Series D preferred stock on the following
dates and in the following amounts:

  .  February 10, 2002--33% of shares held;

  .  February 10, 2003--50% of shares held; and

  .  February 10, 2004--all shares held.

On these redemption dates, FutureTense will redeem the Series A preferred stock
for $3.15 per share, the Series B preferred stock for $7.275 per share, the
Series C preferred sock for $7.29 per share and the Series D preferred stock
for $1.4806 per share, in each case, together with any dividends declared but
unpaid.

Liquidation

   Open Market. Open Market's charter provides that upon the dissolution or
liquidation of Open Market, holders of Open Market common stock will be
entitled to receive all assets of Open Market available for distribution to
Open Market's stockholders, subject to any preferential rights of any then
outstanding preferred stock. Open Market's charter further provides that upon
any liquidation, dissolution or winding up of Open Market, no distribution
shall be made to:

  .  the holders of shares of stock ranking junior to the Series A preferred
     stock until the holders of Series A preferred stock have received $100
     per share, plus the amount of accrued and unpaid dividends provided that
     holders of Series A preferred stock will be entitled to receive an
     aggregate amount per share equal to 1,000 shares times the aggregate
     amount distributed to holders of Open Market common stock, or

  .  the holders of stock ranking equal to the Series A preferred stock,
     except distributions made ratably on the Series A preferred stock and
     all such equal ranking stock in proportion to the total amounts to which
     the holders of all such shares are entitled upon the liquidation,
     dissolution or winding up.

   FutureTense. FutureTense's charter provides that upon the dissolution or
liquidation of FutureTense, holders of FutureTense common stock will be
entitled to receive all assets of FutureTense available for distribution to
FutureTense's stockholders, subject to any preferential rights of any then
outstanding preferred stock.

                                       89
<PAGE>

Rights Agreement

   Open Market. On January 26, 1998, the Open Market board declared a dividend
of one preferred stock purchase right for each outstanding share of Open Market
common stock to stockholders of record at the close of business on February 12,
1998. The purchase rights have some anti-takeover effects that are intended to
discourage coercive or unfair takeover tactics and to encourage any potential
acquiror to negotiate a price fair to all Open Market stockholders. The
purchase rights may cause substantial dilution to an acquiring party that
attempts to acquire Open Market on terms not approved by the Open Market board,
but the purchase rights will not interfere with any negotiated merger or other
business combination.

   In the event that any person or group acquires beneficial ownership of 18%
or more of the outstanding shares of Open Market common stock, each holder of a
purchase right, other than a purchase right beneficially owned by the acquiring
person, will thereafter have the right to receive upon exercise that number of
shares of Open Market common stock which equals the exercise price of the right
divided by one-half of the current market price of Open Market common stock at
the date of the occurrence of the event. In addition, if at any time following
such acquisition of 18% or more of the outstanding shares of Open Market common
stock, Open Market is acquired in a merger or other business combination or
transaction or 50% or more of its consolidated assets or earning power are
sold, other than resulting from a qualifying offer, each holder of a purchase
right will receive, upon exercise of that purchase right at the prevailing
exercise price of the purchase right, that number of shares of common stock of
the acquiring company which, at the time of such transaction equals the
exercise price of the right divided by one-half of the current market price of
Open Market common stock at the date of the occurrence of the event.

   FutureTense. FutureTense has not adopted a rights agreement.

Rights in an Acquisition Event

   Open Market. Open Market's charter provides that if Open Market enters into
any consolidation, merger, combination or other transaction in which the shares
of Open Market common stock are changed for or changed into other stock or
securities, cash and/or any other property, then each share of Series A
preferred stock will, at the same time, be similarly exchanged or changed into
an amount per share equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property, as the case may be, into which or
for which each share of common stock is changed or exchanged.

   FutureTense. The holders of FutureTense common and preferred stock have no
comparable rights.

                                       90
<PAGE>


            APPROVAL OF OPEN MARKET'S 1999 STOCK INCENTIVE PLAN

   On August 31, 1999, the board of directors of Open Market adopted, subject
to stockholder approval, the 1999 Stock Incentive Plan. Up to 4,000,000 shares
of Open Market common stock (subject to adjustment in the event of stock splits
and other similar events) may be issued pursuant to awards granted under the
1999 plan.

   The 1999 plan is intended to provide for continuation of Open Market's stock
incentive program when there are no longer any shares available for grant under
Open Market's 1994 Stock Incentive Plan. The 1994 plan was approved by Open
Market's stockholders on July 7, 1994 and has been amended since that time,
with the approval of the stockholders of Open Market, principally to increase
the number of shares available for future awards. As of August 31, 1999,
options to purchase 6,013,678 shares of common stock were outstanding under the
1994 plan and an additional 3,666,761 shares were available for future awards
under that plan. Open Market will continue to grant options for the balance of
the shares available under the 1994 plan.

   In connection with the merger, each unexpired and unexercised outstanding
option to purchase shares of FutureTense common stock, whether vested or
unvested, previously granted by FutureTense under its stock option plan will be
assumed by Open Market and converted into options to purchase shares of Open
Market common stock. It is estimated that holders of FutureTense options will
receive options to purchase between 1,192,519 and 1,332,367 shares of Open
Market common stock. In addition, Open Market will need additional shares to
allow it to continue to grant stock-based incentives to employees during 2000
and 2001.

   The board of directors of Open Market believes that the continued growth and
profitability of Open Market depends, in large part, upon the ability of Open
Market to maintain a competitive position in attracting, retaining and
motivating key personnel by providing such persons with equity ownership
opportunities and stock based incentives.

Summary of the 1999 Stock Incentive Plan

   The following is a brief summary of the 1999 plan.

Description of Awards. The 1999 plan permits Open Market to grant incentive
stock options (intended to qualify under Section 422 of the Internal Revenue
Code), nonstatutory stock options and restricted stock awards, collectively
referred to as awards.

   Stock options entitle the optionee to purchase a specified number of shares
of common stock from Open Market at a specified exercise price and subject to
such other terms and conditions as are specified in connection with the option
grant. Options may be granted at an exercise price which may be less than,
equal to or greater than the fair market value of the common stock on the date
of grant. Under present law, however, incentive stock options and options
intended to qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code may not be granted at an exercise price less than the
fair market value of the common stock on the date of grant (or less than 110%
of the fair market value in the case of incentive stock options granted to
optionees holding more than 10% of the voting power of Open Market). Options
may not be granted for a term in excess of ten years. The 1999 plan permits the
board of directors of Open Market to determine the manner of payment of the
exercise price of options, including through payment by cash, check or in
connection with a "cashless exercise" through a broker, by surrender to Open
Market of shares of common stock, by delivery to Open Market of a promissory
note or by any other lawful means.

   Restricted stock awards entitle recipients to acquire shares of common
stock, subject to the right of Open Market to repurchase all or part of such
shares from the recipient in the event that the conditions specified in the
applicable award are not satisfied prior to the end of the applicable
restriction period established for the award.

                                       91
<PAGE>


Eligibility to Receive Awards. Officers, employees and directors of, and
consultants and advisors to, Open Market and its subsidiaries are eligible to
be granted awards under the 1999 plan. Under present law, however, incentive
stock options may only be granted to employees. Under the 1999 plan, the
maximum aggregate number of shares of Open Market common stock with respect to
which awards may be granted to any participant may not exceed 1,000,000 shares
per calendar year. It is expected that stock options will generally become
exercisable over a four-year period and expire ten years after the date of
grant (subject to earlier termination in the event of the termination of the
optionee's employment or other relationship with Open Market).

   As of August 31, 1999, approximately 350 persons were eligible to receive
awards under the 1999 plan, including Open Market's eight executive officers
and five non-employee directors. The granting of awards under the 1999 plan is
discretionary, and Open Market cannot now determine the number or type of
awards to be granted in the future to any particular person or group.

   On September   , 1999, the closing sale price of Open Market's common stock
on the Nasdaq National Market was $    .

Administration. The 1999 plan is administered by the board of directors of Open
Market. The board of directors of Open Market has the authority to grant awards
and to adopt, amend and repeal the administrative rules, guidelines and
practices relating to the 1999 plan. Pursuant to the terms of the 1999 plan,
the board of directors of Open Market may delegate authority under the 1999
plan to one or more committees of the board, and subject to certain
limitations, to one or more executive officers of Open Market. The board has
authorized the compensation committee to administer certain aspects of the 1999
plan, including the grant of options to executive officers. Subject to any
applicable limitations contained in the 1999 plan, the board of directors, the
compensation committee, or any other committee or executive officer to whom the
board delegates authority, as the case may be, selects the recipients of awards
and determines (1) the number of shares of common stock covered by options and
the dates upon which such options become exercisable, (2) the exercise price of
options, (3) the duration of options and (4) the number of shares of common
stock subject to any restricted stock awards and the terms and conditions of
such awards, including conditions for repurchase, issue price and repurchase
price.

   The board of directors is required to make appropriate adjustments in
connection with the 1999 plan and any outstanding awards to reflect stock
dividends, stock splits and certain other events. The 1999 plan also provides
that if Open Market enters into a merger, consolidation or liquidation with or
into another entity, the board of directors of Open Market is authorized to
provide for outstanding awards to be assumed, or substantially equivalent
awards to be substituted, by the acquiring or succeeding entity, to accelerate
the awards to make them fully exercisable prior to consummation of the merger,
consolidation or liquidation, or to provide for a cash out of the value of any
outstanding options. If any award expires or is terminated, surrendered or
canceled, the unused shares of common stock covered by that award will again be
available for grant under the 1999 plan.

Amendment or Termination.  No award may be made under the 1999 plan after
August 31, 2009, but awards previously granted may be extended beyond that
date. The board of directors of Open Market may at any time amend, suspend or
terminate the 1999 plan or any portion thereof, except that no outstanding
award designated as subject to Section 162(m) of the Internal Revenue Code by
the board of directors of Open Market after the date of the amendment shall
become exercisable, realizable or vested (to the extent the amendment was
required to grant the award) unless and until the amendment shall have been
approved by the stockholders of Open Market.

Federal Income Tax Consequences

   The following is a summary of the United States federal income tax
consequences that generally will arise with respect to awards granted under the
1999 plan and with respect to the sale of Open Market common stock acquired
under the 1999 plan.

                                       92
<PAGE>


Incentive Stock Options. In general, a participant will not recognize taxable
income upon the grant or exercise of an incentive stock option. Instead, a
participant will recognize taxable income with respect to an incentive stock
option only upon the sale of common stock acquired through the exercise of the
option, or ISO stock. The exercise of an incentive stock option, however, may
subject the participant to the alternative minimum tax.

   Generally, the tax consequences of selling ISO stock will vary with the
length of time that the participant has owned the ISO stock at the time it was
sold. If the participant sells ISO stock after having owned it for at least two
years from the date the option was granted and one year from the date the
option was exercised, then the participant will recognize long-term capital
gain in an amount equal to the excess of the sale price of the ISO stock over
the exercise price.

   If the participant sells ISO stock for more than the exercise price prior to
having owned it for at least two years from the grant date and one year from
the exercise date (a disqualifying disposition), then all or a portion of the
gain recognized by the participant will be ordinary compensation income and the
remaining gain, if any, will be a capital gain. This capital gain will be a
long-term capital gain if the participant has held the ISO stock for more than
one year prior to the date of sale.

   If a participant sells ISO stock for less than the exercise price, then the
participant will recognize capital loss equal to the excess of the exercise
price over the sale price of the ISO stock. This capital loss will be a long-
term capital loss if the participant has held the ISO stock for more than one
year before the date of sale.

Nonstatutory Stock Options. As in the case of an incentive stock option, a
participant will not recognize taxable income upon the grant of a nonstatutory
stock option. Unlike the case of an incentive stock option, however, a
participant who exercises a nonstatutory stock option generally will recognize
ordinary compensation income in an amount equal to the excess of the fair
market value of the common stock acquired through the exercise of the option,
or NSO stock, on the exercise date over the exercise price.

   With respect to any NSO stock, a participant will have a tax basis equal to
the exercise price plus any income recognized upon the exercise of the option.
Upon selling NSO stock, a participant generally will recognize capital gain or
loss in an amount equal to the difference between the sale price of the NSO
stock and the participant's tax basis in the NSO stock. This capital gain or
loss will be a long-term gain or loss if the participant has held the NSO stock
for more than one year prior to the date of the sale.

Restricted Stock. A participant will not recognize taxable income upon the
grant of a restricted stock award unless the participant makes an election
under Section 83(b) of the Internal Revenue Code. If the participant makes a
Section 83(b) election within 30 days of the date of the grant, then the
participant will recognize ordinary compensation income, for the year in which
the award is granted, in an amount equal to the difference between the fair
market value of the common stock at the time the award is granted and the
purchase price paid for the common stock. If this election is not made, then
the participant will recognize ordinary compensation income, at the time that
the forfeiture provisions or restrictions on transfer lapse, in an amount equal
to the difference between the fair market value of the common stock at the time
of such lapse and the original purchase price paid for the common stock. The
participant will have a tax basis in the common stock acquired equal to the sum
of the price paid and the amount of ordinary compensation income recognized.

   Upon the disposition of the common stock acquired pursuant to a restricted
stock award, the participant will recognize a capital gain or loss equal to the
difference between the sale price of the common stock and the participant's tax
basis in the common stock. This capital gain or loss will be a long-term
capital gain or loss if the shares are held for more than one year. For this
purpose, the holding period shall begin just after the date on which the
forfeiture provisions or restrictions lapse if a Section 83(b) election is not
made, or just after the award is granted if a Section 83(b) election is made.


                                       93
<PAGE>


Tax Consequences to Open Market. The grant of an award under the 1999 plan will
have no tax consequences to Open Market. Moreover, in general, neither the
exercise of an incentive stock option nor the sale of any common stock acquired
under the 1999 plan will have any tax consequences to Open Market. Open Market
generally will be entitled to a business-expense deduction, however, with
respect to any ordinary compensation income recognized by a participant under
the 1999 plan, including in connection with a restricted stock award or as a
result of the exercise of a nonstatutory stock option or a disqualifying
disposition. Any such deduction will be subject to the limitations of Section
162(m) of the Internal Revenue Code.

Open Market Board of Directors' Recommendation

   The Open Market board of directors believes adoption of the 1999 plan is in
the best interests of Open Market and its stockholders and therefore recommends
a vote FOR this proposal.

                                       94
<PAGE>

                             STOCKHOLDER PROPOSALS

   Stockholder proposals for inclusion in proxy material for Open Market's 2000
Annual Meeting of Stockholders must be submitted to the Secretary of Open
Market in writing and received at the executive offices of Open Market by
December 10, 1999. Such proposals must also meet the other requirements of the
rules of the SEC relating to stockholder proposals and must satisfy the notice
procedures for stockholder proposals set forth in the Open Market By-laws.

   The Open Market By-laws require that for business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely written notice thereof, containing the information required by the Open
Market By-laws, to the Secretary of Open Market. To be timely, a stockholder's
notice containing the information required by the Open Market By-laws must be
delivered or mailed to and received at the principal executive offices of Open
Market not less than sixty days nor more than ninety days prior to the meeting;
provided, however, that in the event that less than seventy days notice or
prior public disclosure of the date of the annual meeting is given or made to
stockholders, notice by a stockholder, to be timely, must be received not later
than the close of business on the tenth day following the date on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made, whichever occurs first.

                                 LEGAL MATTERS

   The validity of the shares of Open Market common stock to be issued in
connection with the merger will be passed upon for Open Market by Hale and Dorr
LLP.

                                    EXPERTS

   The consolidated audited financial statements of Open Market as of December
31, 1997 and 1998 and for each of the three years in the period ended December
31, 1998 incorporated by reference in this joint proxy statement/prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

   The financial statements of FutureTense as of December 31, 1997 and 1998 and
for each of the three years in the period ended December 31, 1998, included in
this joint proxy statement/prospectus have been so included in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

                                       95
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

   Open Market files annual, quarterly and special reports, joint proxy
statement/prospectus and other information with the SEC. You may read and copy
any reports, statements or other information we file at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from
commercial document retrieval services and at the web site maintained by the
SEC at "http://www.sec.gov."

   Open Market filed with the SEC a registration statement on Form S-4 under
the Securities Act of 1933, as amended to register with the SEC the Open Market
common stock issuable pursuant to the merger agreement. This joint proxy
statement/prospectus does not contain all the information you can find in the
registration statement or the exhibits and schedules to the registration
statement. For further information with respect to Open Market, FutureTense and
the Open Market common stock, please refer to the registration statement,
including the exhibits and schedules. You may inspect and copy the registration
statement, including the exhibits and schedules, as described above. Statements
contained in this joint proxy statement/prospectus about the contents of any
contract or other document are not necessarily complete, and we refer you, in
each case, to the copy of such contract or other document filed as an exhibit
to the registration statement.

   The SEC allows us to "incorporate by reference" information into this joint
proxy statement/prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Joint proxy statement/prospectus, except for any information superseded by
information in this Joint proxy statement/prospectus. This Joint proxy
statement/prospectus incorporates by reference the documents set forth below
that we have previously filed with the SEC. These documents contain important
information about our companies and their finances.

<TABLE>
<CAPTION>
Open Market SEC Filings
(File No. 001-05647)        Period
-----------------------     ------
<S>                         <C>
Annual Report on
 Form 10-K/A                Year ended December 31, 1998
Quarterly Reports on
 Form 10-Q                  Quarters ended March 31, 1999 and June 30, 1999
Current Reports on Form 8-
 K                          Reports dated February 17, 1999 and July 19, 1999
Definitive Proxy Statement
 on Schedule 14A            Annual Meeting of Stockholders held on May 12, 1999
Registration Statements on
 Form 8-A                   Filed on May 3, 1996 and January 30, 1998
</TABLE>

   We are also incorporating by reference additional documents that we may file
with the SEC between the date of this joint proxy statement/prospectus and the
date of the special meeting of our stockholders.

   Open Market has supplied all information contained or incorporated by
reference in this joint proxy statement/prospectus relating to Open Market, and
FutureTense has supplied all information contained in this joint proxy
statement/prospectus relating to FutureTense.

   Documents incorporated by reference are available from Open Market without
charge, excluding all exhibits unless Open Market has specifically incorporated
by reference an exhibit in this joint proxy statement/prospectus. Stockholders
may obtain documents incorporated by reference in this joint proxy
statement/prospectus by requesting them in writing or by telephone from the
Secretary of Open Market at the following address:
                                  Open Market
                     Attention: Eric J. Pyenson, Secretary

                             One Wayside Road
                              Burlington, MA 01803
                           Telephone: (781) 359-3000

   If you would like to request documents from Open Market, please do so by
October 6, 1999 to receive them before the special meeting.

                                       96
<PAGE>


   You should rely only on the information contained or incorporated by
reference in this joint proxy statement/prospectus to vote on the merger. We
have not authorized anyone to provide you with information that is different
from what is contained in this joint proxy statement/prospectus. This joint
proxy statement/prospectus is dated September  , 1999. You should not assume
that the information contained in this joint proxy statement/prospectus is
accurate as of any date other than September  , 1999, and neither the mailing
of the joint proxy statement/prospectus to stockholders nor the issuance of
Open Market common stock in the merger shall create any implication to the
contrary.


                                       97
<PAGE>

                               FUTURETENSE, INC.

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Report of Independent Accountants......................................... F-2
Balance Sheets as of December 31, 1997 and 1998 and June 30, 1999
 (unaudited).............................................................. F-3
Statements of Operations for the years ended December 31, 1996, 1997 and
 1998 and for the six-months ended June 30, 1998 and 1999 (unaudited)..... F-4
Statements of Cash Flows for the years ended December 31, 1996, 1997 and
 1998 and for the six-months ended June 30, 1998 and 1999 (unaudited)..... F-5
Statement of Changes in Stockholders' Deficit............................. F-6
Notes to Financial Statements............................................. F-7
</TABLE>

                                      F-1
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
 FutureTense, Inc.

   In our opinion, the accompanying balance sheets and the related statements
of operations, changes in stockholders' deficit and cash flows present fairly,
in all material respects, the financial position of FutureTense, Inc. at
December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP

March 10, 1999
Boston, Massachusetts

                                      F-2
<PAGE>

                               FUTURETENSE, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                             December 31,
                                       -------------------------    June 30,
                                          1997          1998          1999
                                       -----------  ------------  ------------
                                                                  (unaudited)
<S>                                    <C>          <C>           <C>
Assets
Current assets:
 Cash and cash equivalents............ $   271,195  $  1,838,959  $  1,835,991
 Accounts receivable, net of allowance
  for doubtful accounts of $10,200 and
  $20,000 at December 31, 1997 and
  1998, respectively, and $127,200 at
  June 30, 1999 (unaudited)...........     199,091       658,769     2,224,055
 Inventory............................      54,444        66,676        64,062
 Prepaid expenses and other current
  assets..............................     187,708        91,682       319,173
                                       -----------  ------------  ------------
  Total current assets................     712,438     2,656,086     4,443,281
 Fixed assets, net....................     450,625       561,764       906,370
 Intangible and other assets, net.....   1,552,636     1,025,774       764,338
                                       -----------  ------------  ------------
  Total assets........................ $ 2,715,699  $  4,243,624  $  6,113,989
                                       ===========  ============  ============
Liabilities, Redeemable Convertible
 Preferred Stock and
 Stockholders' Deficit
Current liabilities:
 Notes payable........................ $ 1,388,882  $        --   $        --
 Current portion of long-term debt....     292,018       311,843       558,417
 Current portion of capital lease ob-
  ligation............................      40,923        10,710           --
 Accounts payable.....................     527,249       503,808       621,998
 Accrued expenses.....................     191,353       474,109     1,384,916
 Customer deposits....................     182,367       124,610         1,019
 Deferred revenue.....................     475,082       803,050     1,171,271
                                       -----------  ------------  ------------
  Total current liabilities...........   3,097,874     2,228,130     3,737,621
 Long-term debt.......................         --        148,359        76,389
 Capital lease obligation.............      10,709           --            --
                                       -----------  ------------  ------------
  Total liabilities...................   3,108,583     2,376,489     3,814,010
 Commitments (Note 12)................
 Redeemable convertible preferred
  stock (Note 8)......................   6,685,695    15,424,797    19,924,805
Stockholders' deficit:
 Common stock, $0.0002 par value;
  25,000,000 shares authorized;
  4,454,650 and 4,434,030 shares
  issued and outstanding at December
  31, 1997 and 1998, respectively, and
  4,442,468 shares issued and
  outstanding at June 30, 1999
  (unaudited).........................         891           887           889
 Additional paid-in capital...........     115,909       115,913       813,699
 Accumulated deficit..................  (7,145,879)  (13,642,962)  (17,757,668)
 Deferred compensation................     (49,500)      (31,500)     (681,746)
                                       -----------  ------------  ------------
  Total stockholders' deficit.........  (7,078,579)  (13,557,662)  (17,624,826)
                                       -----------  ------------  ------------
  Total liabilities, redeemable
   convertible preferred stock and
   stockholders' deficit.............. $ 2,715,699  $  4,243,624  $  6,113,989
                                       ===========  ============  ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>

                               FUTURETENSE, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Six months ended June
                                Year ended December 31,                    30,
                          -------------------------------------  ------------------------
                             1996         1997         1998         1998         1999
                          -----------  -----------  -----------  -----------  -----------
                                                                       (unaudited)
<S>                       <C>          <C>          <C>          <C>          <C>
Revenue:
 Product license and
  sales.................  $    16,146  $    83,472  $ 1,338,326  $   585,189  $ 1,354,694
 Services...............          --       103,519    1,063,350      491,750    1,657,177
                          -----------  -----------  -----------  -----------  -----------
  Total revenue.........       16,146      186,991    2,401,676    1,076,939    3,011,871
                          -----------  -----------  -----------  -----------  -----------
Cost of revenue:
 Product license and
  sales.................        3,172      154,476      447,026      147,093      298,312
 Services...............          --        55,753      832,911      367,856    1,045,565
                          -----------  -----------  -----------  -----------  -----------
  Total cost of
   revenue..............        3,172      210,229    1,279,937      514,949    1,343,877
                          -----------  -----------  -----------  -----------  -----------
Gross profit (loss).....       12,974      (23,238)   1,121,739      561,990    1,667,994
Costs and expenses:
 Research and
  development...........      721,156    1,575,460    3,178,603    1,560,681    1,866,422
 Purchased in-process
  research and
  development...........          --       428,555          --           --           --
 Sales and marketing....    1,196,175    1,524,628    2,757,873    1,251,147    2,550,899
 General and
  administrative........      763,605      951,232    1,551,023      714,854    1,402,137
                          -----------  -----------  -----------  -----------  -----------
  Total costs and
   expenses.............    2,680,936    4,479,875    7,487,499    3,526,682    5,819,458
                          -----------  -----------  -----------  -----------  -----------
   Loss from
    operations..........   (2,667,962)  (4,503,113)  (6,365,760)  (2,964,692)  (4,151,464)
Other income (expense):
 Interest income........       91,141       84,208       56,454       52,870       65,736
 Interest expense.......       (6,997)     (35,025)     (94,890)     (53,181)     (21,794)
 Other..................          --           --       (39,161)     (27,694)      (1,206)
                          -----------  -----------  -----------  -----------  -----------
  Net loss..............  $(2,583,818) $(4,453,930) $(6,443,357) $(2,992,697) $(4,108,728)
                          -----------  -----------  -----------  -----------  -----------
Accretion of preferred
 stock to redemption
 value..................      (66,111)         --       (53,726)     (24,123)      (5,971)
                          -----------  -----------  -----------  -----------  -----------
  Net loss attributable
   to common
   shareholders.........  $(2,649,929) $(4,453,930) $(6,497,083) $(3,016,820) $(4,114,699)
                          ===========  ===========  ===========  ===========  ===========
Basic and diluted net
 loss per share.........  $     (3.24)   $   (2.50)   $   (2.50) $     (1.26) $     (1.28)
                          ===========  ===========  ===========  ===========  ===========
Shares used in computing
 basic and diluted net
 loss per share
 attributable to common
 shareholders...........      818,011    1,781,645    2,599,108    2,396,757    3,203,132
                          ===========  ===========  ===========  ===========  ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>

                               FUTURETENSE, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 Six months ended June
                               Year ended December 31,                    30,
                         -------------------------------------  ------------------------
                            1996         1997         1998         1998         1999
                         -----------  -----------  -----------  -----------  -----------
                                                                      (unaudited)
<S>                      <C>          <C>          <C>          <C>          <C>
Cash flows from
 operating activities:
 Net loss..............  $(2,583,818) $(4,453,930) $(6,443,357) $(2,992,697) $(4,108,728)
 Adjustments to
  reconcile net loss to
  net cash used in
  operating activities:
  Purchased in-process
   research and
   development.........          --       428,555          --           --           --
  Depreciation and
   amortization........       33,405      160,412      774,774      364,100      446,420
  Noncash
   compensation........       27,500       19,000       18,000        9,000       45,854
  Loss on disposition
   of fixed assets.....          --           --        38,807       31,295          --
  Change in assets and
   liabilities, net of
   acquisition:
  Accounts receivable..          --       (81,353)    (459,678)     (66,227)  (1,565,286)
  Inventory............      (68,272)      14,370      (12,232)        (551)       2,614
  Prepaid expenses and
   other assets........      (36,559)     (18,680)      95,926       86,135     (229,533)
  Accounts payable and
   accrued expenses....      128,042      (98,497)     259,315     (106,869)   1,028,997
  Deferred revenue and
   customer deposits...          --       169,828      270,211      (96,338)     244,630
                         -----------  -----------  -----------  -----------  -----------
   Net cash used in
    operating
    activities.........   (2,499,702)  (3,860,295)  (5,458,234)  (2,772,152)  (4,135,032)
Cash flows from
 investing activities:
 Purchases of fixed
  assets...............     (214,131)    (133,686)    (397,758)    (225,536)    (527,548)
 Cash acquired in
  acquisition of
  business.............          --        51,383          --           --           --
                         -----------  -----------  -----------  -----------  -----------
   Net cash used in
    investing
    activities.........     (214,131)     (82,303)    (397,758)    (225,536)    (527,548)
Cash flows from
 financing activities:
 Proceeds from notes
  payable..............      100,000    1,010,000    1,490,000      190,000          --
 Payments on notes
  payable..............          --       (60,000)  (2,689,882)  (1,390,000)     (87,121)
 Payments on capital
  lease obligation.....          --        (6,452)     (40,922)     (19,998)     (10,710)
 Proceeds on long-term
  debt.................      168,239      161,628      307,704      235,480      261,725
 Payments on long-term
  debt.................          --       (37,849)    (139,520)    (117,775)         --
 Proceeds from sale of
  preferred stock, net
  of issuance costs....    5,582,400          --     8,496,376    4,976,205    4,494,030
 Proceeds from issuance
  of common stock......          --           --           --           --         1,688
 Repurchase of common
  stock................          --           (70)         --           --           --
                         -----------  -----------  -----------  -----------  -----------
   Net cash provided by
    financing
    activities.........    5,850,639    1,067,257    7,423,756    3,873,912    4,659,612
                         -----------  -----------  -----------  -----------  -----------
Net increase (decrease)
 in cash and cash
 equivalents...........    3,136,806   (2,875,341)   1,567,764      876,224       (2,968)
Cash and cash
 equivalents at
 beginning of year.....        9,730    3,146,536      271,195      271,195    1,838,959
                         -----------  -----------  -----------  -----------  -----------
Cash and cash
 equivalents at end of
 year..................  $ 3,146,536  $   271,195  $ 1,838,959  $ 1,147,419  $ 1,835,991
                         ===========  ===========  ===========  ===========  ===========
Supplemental disclosure
 of cash flow
 information:
 Cash paid for
  interest.............  $     6,455  $    25,474  $    99,800  $    21,794  $    53,136
                         ===========  ===========  ===========  ===========  ===========
</TABLE>

Supplemental disclosure of non-cash investing and financing activities:

Acquisition of Mission Critical Technologies, Inc. (Note 3).

Conversion of a non-interest bearing note into shares of Series C redeemable
convertible preferred stock (Note 6).

   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

                               FUTURETENSE, INC.

                 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                             Common stock      Additional
                          --------------------  paid-in   Accumulated     Deferred
                           Shares    Par value  capital     deficit     compensation    Total
                          ---------  --------- ---------- ------------  ------------ ------------
<S>                       <C>        <C>       <C>        <C>           <C>          <C>
Balance at December 31,
 1995...................  2,400,000   $  480    $ 20,390  $    (42,020)  $      --   $    (21,150)
Issuance of common stock
 to certain employees
 and consultants........  2,754,650      551     109,449                  (110,000)            --
Accretion of preferred
 stock to redemption
 value..................                                       (66,111)                   (66,111)
Amortization of deferred
 compensation...........                                                    27,500         27,500
Net loss................                                    (2,583,818)                (2,583,818)
                          ---------   ------    --------  ------------   ---------   ------------
Balance at December 31,
 1996...................  5,154,650    1,031     129,839    (2,691,949)    (82,500)    (2,643,579)
Repurchase and
 cancellation of
 common stock...........   (700,000)    (140)         70                                      (70)
Decrease in deferred
 compensation from the
 cancellation of
 unvested common
 shares.................                         (14,000)                   14,000            --
Amortization of deferred
 compensation...........                                                    19,000         19,000
Net loss................                                    (4,453,930)                (4,453,930)
                          ---------   ------    --------  ------------   ---------   ------------
Balance at December 31,
 1997...................  4,454,650      891     115,909    (7,145,879)    (49,500)    (7,078,579)
Cancellation of unvested
 common stock...........    (20,620)      (4)          4                                      --
Accretion of preferred
 stock to redemption
 value..................                                       (53,726)                   (53,726)
Amortization of deferred
 compensation...........                                                    18,000         18,000
Net loss................                                    (6,443,357)                (6,443,357)
                          ---------   ------    --------  ------------   ---------   ------------
Balance at December 31,
 1998...................  4,434,030      887     115,913   (13,642,962)    (31,500)   (13,557,662)
Accretion of preferred
 stock to redemption
 value..................                                        (5,978)                    (5,978)
Deferred compensation
 related to issuance of
 common stock options...                         696,100                  (696,100)
Amortization of deferred
 compensation ..........                                                    45,854         45,854
Exercise of options.....      8,438        2       1,686                                    1,688
Net loss................                                    (4,108,728)                (4,108,728)
                          ---------   ------    --------  ------------   ---------   ------------
Balance at June 30, 1999
 (unaudited)............  4,442,468   $  889    $813,699  $(17,757,668)  $(681,746)  $(17,624,826)
                          =========   ======    ========  ============   =========   ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>

                               FUTURETENSE, INC.

                         NOTES TO FINANCIAL STATEMENTS

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited

1. Nature of the Business

  FutureTense, Inc. (the "Company") was incorporated in Delaware on April 5,
  1995. The Company was formed to design, develop, manufacture and market
  Internet publishing technology. During the period from inception (April 5,
  1995) through December 31, 1997, the Company was considered to be a
  development stage enterprise, as defined by Statement of Financial
  Accounting Standards ("SFAS") No. 7, because revenue to date was not
  significant. The Company is no longer considered to be a development stage
  enterprise.

  The Company is subject to risks and uncertainties common to growing
  technology based companies, including rapid technological developments,
  reliance on continued development and acceptance of the Internet, intense
  competition and limited operating history.

  The accompanying financial statements have been prepared on a basis that
  contemplates the realization of assets and the satisfaction of liabilities
  and commitments in the normal course of business. The Company had an
  accumulated deficit of $13,642,962 at December 31, 1998. The Company will
  require additional financing to continue its planned operations beyond
  1999. Management believes the Company has the ability to raise such
  financing.

2. Summary of Significant Accounting Policies

  Cash and Cash Equivalents

  The Company considers all highly liquid investments purchased with an
  original maturity of three months or less to be cash equivalents. The
  Company invests excess cash primarily in money market funds of major
  financial institutions. These investments are subject to minimal credit and
  market risks.

  At December 31, 1997 and 1998, the Company's cash equivalents are
  classified as available-for-sale and include $123,591 and $25,000 in money
  market funds and a certificate of deposit, respectively. These securities
  are stated at cost plus accrued interest, which approximates fair value.

  Revenue Recognition

  The Company recognizes revenue from product licenses and sales upon
  shipment to customers provided the arrangement does not require significant
  production, modification or customization, no uncertainties remain, the
  fees are fixed and determinable and collection of the related receivable is
  probable. If the arrangement to deliver software or a software system,
  either alone or together with other products or services, requires
  significant production, modification or customization of software, the
  entire arrangement is recognized using the percentage-of-completion method
  of accounting. In applying this method, the Company measures each project's
  percentage of completion by the ratio of labor hours incurred to date to
  estimated total labor hours to complete the project, provided that
  collection of the related receivable is probable. This method is used
  because management considers expended labor hours to be the best available
  measure of progress on these projects. Adjustments to contract cost
  estimates are made in the periods in which the facts requiring such
  revisions become known. When the estimate indicates a loss, such loss is
  provided for in its entirety. Payments received in excess of revenue
  recognized are recorded as deferred revenue.

  Service revenue includes installation and implementation of systems,
  training, consulting and support agreements. Revenue from installation and
  implementation of systems, training and consulting is recognized as
  services are rendered. Revenue under support agreements is recognized
  ratably over the term of the support agreement.


                                      F-7
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited

  Fair Value of Financial Instruments

  The carrying amounts of the Company's financial instruments that include
  cash equivalents, accounts receivable, accounts payable, accrued expenses
  and notes payable, approximate their fair values at December 31, 1997 and
  1998.

  Concentration of Credit Risk and Significant Customers

  Financial instruments which potentially expose the Company to
  concentrations of credit risk consist primarily of trade accounts
  receivable. To minimize risk, ongoing credit evaluations of customers'
  financial condition are performed, although collateral generally is not
  required. At December 31, 1997, three customers accounted for 22%, 13% and
  11% of gross accounts receivable. At December 31, 1998, three customers
  accounted for 17%, 17% and 12% of gross accounts receivable. For the year
  ended December 31, 1996, three customers accounted for 33%, 31% and 11% of
  total revenue. For the year ended December 31, 1997, three customers
  accounted for 30%, 24%, and 22% of total revenue. For the year ended
  December 31, 1998, no customer accounted for greater than 10% of total
  revenue.

  Fixed Assets

  Fixed assets are recorded at cost and depreciated over their estimated
  useful lives, generally three to seven years, using the straight-line
  method. Other fixed assets held under capital leases are amortized over the
  shorter of the lease term or the estimated useful life of the related
  asset. Repairs and maintenance costs are expensed as incurred.

  Inventories

  Inventories consist of raw materials and are stated at the lower of cost or
  market, with cost being determined using the first-in, first-out method.

  Goodwill

  Goodwill represents the excess of cost over the fair value of net assets
  acquired and is being amortized on a straight-line basis over its estimated
  useful life of three years. Accumulated amortization at December 31, 1997
  and 1998 totaled $52,500 and $501,782, respectively.

  Research and Development and Software Development Costs

  Costs incurred in the research and development of the Company's products
  are expensed as incurred. Costs associated with the development of computer
  software are expensed prior to establishing technological feasibility, as
  defined by SFAS No. 86, and capitalized thereafter until commercial release
  of the software products. Software development costs eligible for
  capitalization have not been significant to date.

  Accounting for Stock-Based Compensation

  The Company accounts for stock-based awards to employees using the
  intrinsic value method as prescribed by Accounting Principles Board ("APB")
  Opinion No. 25, "Accounting for Stock Issued to

                                      F-8
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited

  Employees", and related interpretations. Accordingly, no compensation
  expense is recorded for options issued to employees in fixed amounts and
  with fixed exercise prices at least equal to the fair market value of the
  Company's common stock at the date of grant. The Company has adopted the
  provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," for
  disclosure purposes only (Note 10). All stock-based awards to non-employees
  are accounted for at their fair value in accordance with SFAS No. 123 and
  related interpretations.

  Advertising Costs

  Advertising costs are charged to operations as incurred. Advertising costs
  were approximately $697,000, $696,000 and $776,000 in the years ended
  December 31, 1996, 1997 and 1998, respectively.

  Use of Estimates

  The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenues and expenses
  during the reporting period. Actual results could differ from those
  estimates.

  Unaudited Interim Financial Statements

  Financial information as of June 30, 1999 and for the six months ended June
  30, 1998 and 1999 is unaudited. Management believes the Company's unaudited
  financial statements have been prepared on the same basis as the audited
  financial statements and include all adjustments, consisting only of normal
  recurring adjustments, necessary for a fair presentation of the financial
  position and results of operations in such periods.

  Net Loss Per Share

  Net loss per share is computed in accordance with SFAS No. 128, "Earnings
  Per Share." Basic net loss per share is computed by dividing net loss
  attributable to common stockholders by the weighted average number of
  shares of common stock outstanding. Diluted net loss per share does not
  differ from basic net loss per share since potential common shares from
  conversion of preferred stock, stock options and warrants, are anti-
  dilutive for all periods presented.

                                      F-9
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


  During the years ended December 31, 1996, 1997 and 1998 and the six months
  ended June 30, 1998 and 1999, certain securities were not included in the
  computation of diluted earnings per share because they would have an anti-
  dilutive effect due to the net loss for the periods. Such securities
  include:

<TABLE>
<CAPTION>
                                                           Six months ended June
                               Year ended December 31,              30,
                            ------------------------------ ---------------------
                              1996      1997       1998       1998       1999
                            --------- --------- ---------- ---------- ----------
                                                                (unaudited)
   <S>                      <C>       <C>       <C>        <C>        <C>
   Shares of restricted
    stock.................. 3,786,085 2,235,060  1,400,000  1,600,000  1,000,000
   Shares of common stock
    issuable upon exercise
    of options.............   442,295 1,310,970  2,330,250  1,821,235  2,925,250
   Shares of common stock
    issuable upon
    conversion of preferred
    stock.................. 5,030,405 5,674,145 11,630,879  9,233,355 14,670,192
   Shares of common stock
    issuable upon
    conversion of
    warrants...............       --        --       3,426        --       3,426
                            --------- --------- ---------- ---------- ----------
   Total shares excluded
    from the diluted loss
    per share calculation.. 9,258,785 9,220,175 15,364,555 12,654,590 18,598,868
                            ========= ========= ========== ========== ==========
</TABLE>

  Comprehensive Income

  The Company adopted SFAS No. 130, "Reporting Comprehensive Income",
  effective January 1, 1998. This statement requires a full set of general
  purpose financial statements to be expanded to include the reporting of
  "comprehensive income." Comprehensive income is comprised of two
  components, net income and other comprehensive income. During the years
  ended December 31, 1996, 1997 and 1998, the Company had no items qualifying
  as other comprehensive income; accordingly, the adoption of SFAS No. 130
  had no impact on the Company's financial statements.

  Segment Reporting

  In June 1998, the Company adopted SFAS No. 131, "Disclosures about Segments
  of an Enterprise and Related Information," which supersedes SFAS No. 14,
  "Financial Reporting for Segments of a Business Enterprise." This statement
  changes the way public business enterprises report segment information,
  including financial and descriptive information about their selected
  segment information in interim and annual financial statements. Under SFAS
  No. 131, operating segments are defined as revenue-producing components of
  the enterprise which are generally used internally for evaluating segment
  performance. The implementation of SFAS No. 131 had no effect on the
  Company's financial position or results of operations. The Company operates
  in one segment, the Internet publishing technology segment.

  Recently Issued Accounting Pronouncements

  In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
  Instruments and Hedging Activities." The new standard establishes
  accounting and reporting standards for derivative instruments, including
  certain derivative instruments embedded in other contracts, (collectively
  referred to as derivatives) and for hedging activities. SFAS No. 133 is
  effective for all fiscal quarters of fiscal years beginning after June 15,
  2000. The Company does not expect SFAS No. 133 to have a material effect on
  its financial position or results of operations.

                                      F-10
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


3. Acquisition

  On October 20, 1997, the Company acquired substantially all of the
  operating assets and liabilities of Mission Critical Technologies ("MCT")
  in exchange for 128,748 shares of the Company's Series B redeemable
  convertible preferred stock valued at $936,642 and a non-interest bearing
  note in the amount of $438,882. Assumed liabilities exceeded the fair value
  of the acquired tangible assets by $633,909. MCT was engaged in the design,
  development and distribution of software primarily to the publishing
  industry. The acquisition has been accounted for under the purchase method
  and accordingly, the purchase price has been allocated based on the
  estimated fair value of assets purchased and liabilities assumed upon
  acquisition. A portion of the purchase price was allocated to purchased
  research and development projects that were identified as having no
  alternative future value and had not yet reached technological feasibility.
  Purchased research and development that had not yet reached technological
  feasibility and that had no alternative future use was valued using a risk
  adjusted cash flow model. This analysis resulted in an allocation of
  $428,555 to acquired inprocess research and development expense that was
  charged to the Company's operations at the acquisition date. Approximately
  $233,000 was allocated to purchased software and the excess of cost over
  the fair value of net assets acquired has been allocated to goodwill,
  $1,347,857, which is being amortized over three years on a straight-line
  basis. Software acquired in the acquisition of MCT is being amortized using
  the straight-line method over the estimated useful life of three years. The
  operating results of MCT are included in the Company's results from the
  date of acquisition.

4. Fixed Assets

  Fixed assets consist of the following:

<TABLE>
<CAPTION>
                                               Estimated      December 31,
                                              useful life  --------------------
                                                (years)      1997       1998
                                             ------------- ---------  ---------
   <S>                                       <C>           <C>        <C>
   Computer equipment.......................       3       $ 464,192  $ 697,120
   Software.................................       3             --      20,000
   Office equipment.........................       5          92,732     79,798
   Furniture and fixtures...................       7          25,918     58,045
   Leasehold improvements................... Life of lease       --      49,656
                                                           ---------  ---------
                                                             582,842    904,619
   Less--accumulated depreciation...........                (132,217)  (342,855)
                                                           ---------  ---------
                                                           $ 450,625  $ 561,764
                                                           =========  =========
</TABLE>

  Depreciation and amortization expense for 1996, 1997 and 1998 was $33,405,
  $98,812 and $247,812, respectively. Property and equipment under capital
  leases at December 31, 1997 and 1998 totaled approximately $58,000.
  Amortization related to these assets is included in depreciation and
  amortization expense.

                                      F-11
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


5. Intangible and Other Assets

  Intangible and other assets consist of the following:

<TABLE>
<CAPTION>
                                                             December 31,
                                                         ----------------------
                                                            1997        1998
                                                         ----------  ----------
   <S>                                                   <C>         <C>
   Goodwill............................................. $1,347,857  $1,347,857
   Purchased software...................................    233,021     233,021
   Other assets.........................................     33,358      33,458
                                                         ----------  ----------
                                                          1,614,236   1,614,336
   Less--accumulated amortization.......................    (61,600)   (588,562)
                                                         ----------  ----------
                                                         $1,552,636  $1,025,774
                                                         ==========  ==========
</TABLE>

  Amortization expense for 1996, 1997 and 1998 was $0, $61,600 and $526,962,
  respectively.

6. Notes Payable

  In December 1997, the Company entered into a loan agreement with a bank
  that provided for financing of up to $1,200,000 which matured in April
  1998. As of December 31, 1997, the Company had borrowed $1,010,000 which
  bore interest at the lender's prime rate plus 1.5% (10% at December 31,
  1997). In January 1998, the Company borrowed the remaining $190,000
  available under the loan agreement. In April 1998, the Company paid in full
  the entire principal balance of $1,200,000.

  In October 1997, the Company issued a non-interest bearing note in the
  amount of $438,882 as part of the acquisition of MCT (Note 3). Under the
  terms of the note agreement, the Company was to pay monthly principal
  installments of $20,000 until the note matured on December 31, 1997. Upon
  maturity, the holders of the note had an option to either (i) accept full
  payment in cash or (ii) accept payment in Series C redeemable convertible
  preferred stock (Note 8) at a price of $7.29 per share. During 1998, the
  Company negotiated the extension of the maturity date of the note on an
  interest free basis to June 1998, made principal payments of approximately
  $190,000 and in June 1998 converted the remaining balance of the note of
  $189,000 into 25,926 shares of the Company's Series C redeemable
  convertible preferred stock at a price of $7.29 per share.

  In September 1998, the Company entered into a loan agreement with a bank
  which provided for financing of up to $1,500,000 which bore interest at the
  lender's prime rate plus 1.5%. The Company borrowed $1,300,000 and on
  December 31, 1998 paid in full the entire principal balance of $1,300,000.
  In connection with the loan agreement, the Company issued a warrant to
  purchase 3,426 shares of the Company's Series D preferred stock, which was
  exercisable after December 31, 1998. The warrant has a term of five years
  and an exercise price of $1.46 per share. The fair value of these warrants,
  using the Black-Scholes option pricing model, was approximately $2,100.

7. Long-term Debt

  In April 1996, the Company entered into an agreement with a bank under
  which it could borrow up to $250,000 for equipment purchases. The agreement
  expired on April 19, 1997 at which time all amounts borrowed converted into
  a three-year term loan. Outstanding borrowings are collateralized by the
  Company's assets and bear interest at the lender's prime rate plus 1.5%
  (9.25% at December 31, 1998). The principal amount outstanding was $212,121
  and $121,212 at December 31, 1997 and 1998, respectively.

                                      F-12
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


  In May 1997, the Company entered into another agreement with the bank under
  which it could borrow up to $250,000 for equipment purchases. The agreement
  expired on May 14, 1998 at which time all amounts borrowed converted into a
  three-year term loan. Outstanding borrowings are collateralized by the
  Company's assets and bear interest at the lender's prime rate plus 1.5%
  (9.25% at December 31, 1998). The principal amount outstanding is $79,897
  and $201,389 at December 31, 1997 and 1998, respectively.

  In September 1998, the Company entered into another agreement with the bank
  under which it can borrow up to $400,000 for equipment purchases. The
  agreement expires in June 1999 at which time all amounts borrowed will
  convert into a three-year term loan. Outstanding borrowings are
  collateralized by the Company's assets and bear interest at the lender's
  prime rate plus 1.25% (9% at December 31, 1998). Monthly payments consist
  of interest only until June 1999, at which time, monthly payments will
  consist of principal and interest. The principal amount outstanding at
  December 31, 1998 is $137,601.

  Under the terms of these agreements, the Company is required to comply with
  certain restrictive covenants, including the maintenance of certain
  financial ratios and limitations on indebtedness, liens, mergers and
  payments of dividends. The Company obtained a waiver from the bank that
  waived the covenant requirements at December 31, 1997 and 1998. However,
  because the Company was not expected to be able to meet the required
  liquidity levels throughout 1998, the borrowings under the above agreements
  were classified as a current liability in the accompanying balance sheet at
  December 31, 1997. The Company expects to meet the required liquidity
  levels throughout 1999.

  Future principal payments under these agreements are as follows:

<TABLE>
<CAPTION>
            Year Ending December 31,
            ------------------------
            <S>                                  <C>
            1999................................ $311,843
            2000................................  113,636
            2001................................   34,723
                                                 --------
                                                 $460,202
                                                 ========
</TABLE>

                                      F-13
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


8.Redeemable Convertible Preferred Stock

  A summary of redeemable convertible preferred stock activity for the years
  ended December 31, 1996, 1997, and 1998 and the six months ended June 30,
  1999 (unaudited) is as follows:

<TABLE>
<CAPTION>
                               Series A           Series B           Series C            Series D
                              redeemable         redeemable         redeemable          redeemable
                             convertible        convertible        convertible         convertible
                           preferred stock    preferred stock    preferred stock     preferred stock
                          ------------------ ------------------ ------------------ --------------------
                          Shares    Amount   Shares    Amount   Shares    Amount    Shares     Amount      Total
                          ------- ---------- ------- ---------- ------- ---------- --------- ---------- -----------
<S>                       <C>     <C>        <C>     <C>        <C>     <C>        <C>       <C>        <C>
Balance at December 31,
 1995...................      --  $      --      --  $      --      --  $      --        --  $      --  $       --
Issuance of Series A re-
 deemable convertible
 preferred stock,
 issuance costs of
 $39,726................  348,733  1,098,508                                                              1,098,508
Conversion of a promis-
 sory note into Series A
 redeemable
 convertible preferred
 stock..................   31,918    100,542                                                                100,542
Issuance of Series D re-
 deemable convertible
 preferred stock
 issuance costs of
 $26,385................                     625,430  4,550,003                                           4,550,003
                          ------- ---------- ------- ---------- ------- ---------- --------- ---------- -----------
Balance at December 31,
 1996...................  380,651  1,199,050 625,430  4,550,003     --         --        --         --    5,749,053
Issuance of Series B re-
 deemable convertible
 preferred stock........                     128,748    936,642                                             936,642
                          ------- ---------- ------- ---------- ------- ---------- --------- ---------- -----------
Balance at December 31,
 1997...................  380,651  1,199,050 754,178  5,486,645     --         --        --         --    6,685,695
Issuance of Series C re-
 deemable convertible
 preferred stock,
 issuance costs of
 $24,123................                                        685,916  5,000,328                        5,000,328
Conversion of note pay-
 able...................                                         25,926    189,000                          189,000
Insurance of Series D
 redeemable convertible
 preferred stock, issu-
 ance costs of $29,603..                                                           2,397,524  3,549,774   3,549,774
                          ------- ---------- ------- ---------- ------- ---------- --------- ---------- -----------
Balance at December 31,
 1998...................  380,651  1,199,050 754,178  5,486,645 711,842  5,189,328 2,397,524  3,549,774  15,424,797
Issuance of Series D re-
 deemable convertible
 preferred stock, issu-
 ance costs of $5,971...                                                           3,039,313  4,500,008   4,500,008
                          ------- ---------- ------- ---------- ------- ---------- --------- ---------- -----------
Balance at June 30, 1999
 (unaudited)............  380,651 $1,199,050 754,178 $5,486,645 711,842 $5,189,328 5,436,837 $8,049,782 $19,924,805
                          ======= ========== ======= ========== ======= ========== ========= ========== ===========
</TABLE>

  Voting Rights

  The preferred stockholders are entitled to one vote for each share of
  common stock into which the preferred stock is convertible.

  Dividends

  Series A, Series B, Series C and Series D preferred stockholders are
  entitled to receive noncumulative dividends at the rate of $0.32, $0.73,
  $0.73 and $.15, respectively, per share per annum when and if declared by
  the Board of Directors. No dividends have been declared by the Board of
  Directors on Series A, B, C or D preferred stock through December 31, 1998.

                                      F-14
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


  Conversion

  Each share of Series A, Series B and Series C preferred stock is
  convertible at any time and at the option of the stockholder into common
  stock based on a formula which currently would result in a 1-for-5
  exchange. Each share of Series D preferred stock is convertible at any time
  and at the option of the stockholder into common stock based on a formula
  which currently would result in a 1-for-1 exchange. Series A, Series B,
  Series C and Series D preferred stock automatically converts into common
  stock upon the closing of an initial public offering in which net proceeds
  equal or exceed $15,000,000 and in which the price per common share to the
  public is at least $2.96 per share. As of December 31, 1998, the Company
  has 14,670,877 shares of common stock reserved for conversion of the
  preferred stock.

  Redemption

  The Company is required to redeem the Series A, Series B, Series C and
  Series D preferred stock at a price equal to $3.15, $7.28, $7.29 and $1.48
  per share, respectively, plus any declared but unpaid dividends, in three
  equal annual payments of $6,641,602 beginning on February 10, 2002.

  Liquidation

  In the event of any liquidation, dissolution or winding up of the affairs
  of the Company, the holders of the then outstanding shares of Series A,
  Series B, Series C and Series D preferred stock are entitled to receive,
  prior to and in preference to holders of the common stock, a payment of
  $3.15, $7.28, $7.29 and $1.48 per share, respectively, plus any dividends
  declared but unpaid.

  Right of First Refusal

  The holders of the Series A, Series B, Series C and Series D preferred
  stock have certain rights of first refusal to purchase common stock from
  certain common stockholders.

  Subsequent Event

  In February 1999, the Company issued an additional 3,039,313 shares of
  Series D preferred stock for gross proceeds of approximately $4,500,000.

9. Common Stock

  At December 31, 1998, the Company has outstanding 4,434,030 shares of
  common stock which are subject to stock restriction agreements (the
  "Restriction Agreements"). Pursuant to the Restriction Agreements, the
  Company has the right to repurchase any unvested shares of common stock in
  the event of termination of employment with cause, as defined, or due to
  the stockholder's voluntary resignation with the Company at 25% of the
  then-current fair market value of the common stock. Shares subject to the
  Restriction Agreements vest quarterly over a five year period commencing in
  December 1995, subject to certain acceleration provisions. At December 31,
  1998, the aggregate number of unvested common shares is approximately
  1,400,000.

  During 1996, the Company issued 2,754,650 shares of restricted common stock
  to certain employees and consultants. The estimated value of these shares
  totaled $110,000, was recorded as deferred compensation and is being
  amortized as compensation expense over the vesting period of the restricted
  common stock.

                                      F-15
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


  In 1997 and in connection with the resignation of one of the founding
  stockholders who was party to a Restriction Agreement, the Company
  repurchased 700,000 shares of unvested common stock for $20,000. The
  difference between the original cost and repurchase price of $19,930 was
  recorded as compensation expense.

  A five-for-one stock split of the Company's common stock became effective
  May 18, 1998. All shares of common stock, options and per share amounts
  included in the accompanying financial statements have been adjusted to
  give retroactive effect to the stock split for all years presented.

  In July 1998, 20,620 shares of unvested restricted stock, granted to a
  consultant in 1996, were canceled. The deferred compensation associated
  with the grant was not significant at the date of cancellation.

10. Stock Option Plan

  In September 1996, the Board of Directors adopted the 1996 Stock Incentive
  Plan (the "Plan") under which 3,217,720 shares of common stock are reserved
  for issuance to employees, officers, directors and consultants upon the
  exercise of options granted under the Plan. The Board of Directors
  determines the term of each option, option price, number of shares for
  which each option is granted and the rate at which each option is
  exercisable. The term of each option generally cannot exceed ten years
  (five years for options granted to holders of more than 10% of the voting
  stock of the Company). The exercise price of incentive stock options may
  not be less than the fair market value of the common stock at the date of
  grant (110% of fair market value for options granted to holders of more
  than 10% of the voting stock of the Company). Non-qualified stock options
  may be issued under the Plan at an option price determined by the Board of
  Directors. The Plan also allows the Board of Directors to grant restricted
  stock and stock appreciation rights. The Board of Directors determines, and
  may modify or accelerate, the terms of restriction on the restricted stock.

  Compensation expense recognized in 1996, 1997 and 1998 related to stock-
  based awards totaled $27,500, $19,000 and $18,000, respectively. Had
  compensation cost been determined based on the fair value of the options at
  the grant date consistent with the provisions of SFAS No. 123, the
  Company's net loss and net loss per share would have been increased to the
  pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                               Year ended December 31,
                                         -------------------------------------
                                            1996         1997         1998
                                         -----------  -----------  -----------
   <S>                                   <C>          <C>          <C>
   Net loss
    As reported......................... $(2,583,818) $(4,453,930) $(6,443,357)
    Pro forma...........................  (2,587,000)  (4,470,000)  (6,483,000)
   Basic and diluted net loss per share
    As reported......................... $     (3.24) $     (2.50) $     (2.50)
    Pro forma...........................       (3.24)       (2.51)       (2.51)
</TABLE>

  Because options vest over several years and additional option grants are
  expected to be made in future years, the above pro forma results are not
  necessarily representative of pro forma results for future years.

                                      F-16
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


  For the purposes of pro forma disclosure, the fair value of each option
  grant was estimated on the date of grant using the Black-Scholes option-
  pricing model to apply the minimum value method with the following
  weighted-average assumptions used for grants made during the years ended
  December 31, 1996, 1997 and 1998:


<TABLE>
<CAPTION>
                                                                 Year ended
                                                                December 31,
                                                               ----------------
                                                               1996  1997  1998
                                                               ----  ----  ----
   <S>                                                         <C>   <C>   <C>
   Expected option term (years)...............................    7     7     7
   Risk-free interest rate.................................... 6.40% 6.10% 5.10%
   Expected volatility........................................  0.0%  0.0%  0.0%
   Dividend yield.............................................  0.0%  0.0%  0.0%
</TABLE>

  A summary of the status of the Company's options as of December 31, 1996,
  1997 and 1998 and activity during the years then ended are presented below:

<TABLE>
<CAPTION>
                                              Year ended December 31,
                             -------------------------------------------------------------
                                    1996                1997                 1998
                             ------------------- -------------------- --------------------
                                       Weighted-            Weighted-            Weighted-
                                        average              average              average
                                       exercise             exercise             exercise
                              Shares     price    Shares      price    Shares      price
                             --------  --------- ---------  --------- ---------  ---------
   <S>                       <C>       <C>       <C>        <C>       <C>        <C>
   Outstanding at beginning
    of year................        --    $0.20     442,295    $0.20   1,310,970    $0.20
   Granted.................   661,185     0.20     974,985     0.20   1,516,515     0.20
   Canceled................  (218,890)    0.20    (106,310)    0.20    (497,235)    0.20
                             --------    -----   ---------    -----   ---------    -----
   Outstanding at end of
    year...................   442,295    $0.20   1,310,970    $0.20   2,330,250    $0.20
                             ========    -----   =========    -----   =========    -----
   Options available for
    grant at end of year...   747,240              906,750              887,470
                             --------            ---------            ---------
   Options exercisable.....    46,685              226,375              566,322
                             --------            ---------            ---------
   Weighted-average fair
    value of options
    granted during the
    year...................     $0.07                $0.07                $0.06
                             --------            ---------            ---------
</TABLE>

  The following table summarizes information about stock options outstanding
  at December 31, 1998:

<TABLE>
<CAPTION>
                                        Options Outstanding
                                 ---------------------------------
                                 Weighted-average
   Exercise                         remaining     Weighted-average   Number    Weighted-average
    price     Number outstanding contractual life  exercise price  exercisable  exercise price
   --------   ------------------ ---------------- ---------------- ----------- ----------------
   <S>        <C>                <C>              <C>              <C>         <C>
    $0.20         2,330,250            8.71            $0.20         566,332        $0.20
</TABLE>

From January 1, 1999 to May 1, 1999, FutureTense granted stock options to
purchase 489,500 shares of its common stock with an exercise price of $0.20.
FutureTense recorded deferred compensation expense relating to these options
totaling $696,100, representing the difference between the estimated fair
market value of the common stock on the date of grant for accounting purposes
and the exercise price. Compensation related to options which vest over time
was recorded as a component of stockholders' deficit and is being amortized
over the vesting periods of the related options.

                                      F-17
<PAGE>

                               FUTURETENSE, INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Information as of June 30, 1999, and for the six months ended June 30, 1998 and
                               1999, is unaudited


11. Income Taxes

  Deferred tax assets (liabilities) consist of the following:

<TABLE>
<CAPTION>
                                                          December 31,
                                                     ------------------------
                                                        1997         1998
                                                     -----------  -----------
   <S>                                               <C>          <C>
   Net operating loss carryforwards................. $ 2,718,000  $ 5,166,000
   Research and development tax credit
    carryforwards...................................     130,000      239,000
   Intangible assets................................     191,000      350,000
   Other............................................     (11,000)      36,000
                                                     -----------  -----------
    Net deferred tax assets.........................   3,028,000    5,791,000
   Deferred tax asset valuation allowance...........  (3,028,000)  (5,791,000)
                                                     -----------  -----------
                                                     $       --   $       --
                                                     ===========  ===========
</TABLE>

  The Company has provided a full valuation allowance for the net deferred
  tax assets at December 31, 1997 and 1998 since the realization of these
  future benefits cannot be sufficiently assured. If the Company achieves
  future probability, these deferred tax assets may be available to offset
  future income taxes.

  At December 31, 1998, the Company has federal net operating loss
  carryforwards and research and development tax credits carryforwards of
  approximately $12,548,000 and $156,200, respectively. If not utilized,
  these carryforwards will expire at various dates ranging from 2010 to 2018.
  Under the provisions of the Internal Revenue Code, certain substantial
  changes in the Company's ownership may result in a limitation on the amount
  of net operating loss carryforwards and research and development tax credit
  carryforwards which can be used in future years.

12. Commitments

   Leases

  The Company leases its office space under a non-cancelable operating lease
  that expires in 2001. Rent expense for the years ended December 31, 1996,
  1997 and 1998 was approximately $50,000, $105,000 and $260,500,
  respectively. At December 31, 1998, future minimum rental payments (net of
  future sublease rental income of $150,000 for 1999 and $25,000 for 2000)
  under the facilities lease and under capital lease agreements (Note 4) are
  as follows:

<TABLE>
<CAPTION>
   Year ending December 31,                      Operating lease Capital lease
   ------------------------                      --------------- -------------
   <S>                                           <C>             <C>
   1999.........................................    $264,000        $10,882
   2000.........................................     264,000            --
   2001.........................................      22,000            --
                                                    --------        -------
   Total........................................    $550,000         10,882
                                                    ========        -------
   Less--amount representing interest...........                        172
                                                                    -------
   Present value of future minimum lease
    payment.....................................                    $10,710
                                                                    =======
</TABLE>

                                      F-18
<PAGE>

                                                                         ANNEX A


                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                               OPEN MARKET, INC.,

                         OM/SA ACQUISITION CORPORATION

                                      AND

                               FUTURETENSE, INC.

                                 July 14, 1999
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>     <S>                                                                <C>
 ARTICLE I--THE MERGER.....................................................  A-1
    1.1  The Merger.......................................................   A-1
    1.2  The Closing......................................................   A-1
    1.3  Actions at the Closing...........................................   A-1
    1.4  Additional Action................................................   A-1
    1.5  Conversion of Shares.............................................   A-2
    1.6  Dissenting Shares................................................   A-3
    1.7  Exchange of Shares...............................................   A-3
    1.8  Dividends........................................................   A-4
    1.9  Fractional Shares................................................   A-4
    1.10 Escrow...........................................................   A-4
    1.11 Options and Warrants.............................................   A-5
    1.12 Certificate of Incorporation.....................................   A-5
    1.13 By-laws..........................................................   A-5
    1.14 Directors and Officers...........................................   A-6
    1.15 No Further Rights................................................   A-6
    1.16 Closing of Transfer Books........................................   A-6

 ARTICLE II--REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................  A-7
    2.1  Corporate Existence and Power, etc...............................   A-7
    2.2  Authorization; Binding Agreement.................................   A-7
    2.3  Capitalization...................................................   A-8
    2.4  Governmental Authorization; Consents.............................   A-8
    2.5  Non-Contravention................................................   A-9
    2.6  No Subsidiaries..................................................   A-9
    2.7  Financial Statements.............................................   A-9
    2.8  Absence of Certain Changes.......................................   A-9
    2.9  No Undisclosed Material Liabilities..............................  A-11
    2.10 Litigation.......................................................  A-11
    2.11 Restrictions on Business Activities..............................  A-11
    2.12 Taxes............................................................  A-11
    2.13 Employee Benefits................................................  A-12
    2.14 Material Contracts; Property and Leases..........................  A-14
    2.15 Permits..........................................................  A-16
    2.16 Insurance........................................................  A-16
    2.17 Compliance with Laws.............................................  A-16
    2.18 Finders' Fees....................................................  A-16
    2.19 Intellectual Property............................................  A-16
    2.20 Employees and Consultants........................................  A-18
    2.21 Environment, Health and Safety...................................  A-18
    2.22 Accounts Receivable..............................................  A-20
    2.23 Powers of Attorney...............................................  A-20
    2.24 Customers........................................................  A-20
    2.25 Suppliers........................................................  A-20
    2.26 Acquisitions.....................................................  A-20
    2.27 Certain Business Relationships With Affiliates...................  A-20
    2.28 Books and Records................................................  A-20
    2.29 Accounting and Tax Matters.......................................  A-21
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
 <C>     <S>                                                              <C>
    2.30 Company Action.................................................  A-21
    2.31 Government Contracts...........................................  A-21
    2.32 Disclosure.....................................................  A-21

 ARTICLE III--REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE
  TRANSITORY SUBSIDIARY.................................................. A-22
    3.1  Organization...................................................  A-22
    3.2  Capitalization.................................................  A-22
    3.3  Authorization of Transaction...................................  A-22
    3.4  Noncontravention...............................................  A-22
    3.5  Reports and Financial Statements...............................  A-22
    3.6  Accounting and Tax Matters.....................................  A-23
    3.7  Brokers' Fees..................................................  A-23
    3.8  Disclosure.....................................................  A-23

 ARTICLE IV--COVENANTS................................................... A-24
    4.1  Best Efforts...................................................  A-24
    4.2  Notices and Consents...........................................  A-24
    4.3  Stockholder Approval...........................................  A-24
    4.4  Hart-Scott-Rodino Act..........................................  A-25
    4.5  Operation of Business..........................................  A-25
    4.6  Access to Information..........................................  A-27
    4.7  Notice of Breaches.............................................  A-27
    4.8  Exclusivity....................................................  A-27
    4.9  Agreement from Certain Affiliates of the Company...............  A-27
    4.10 Indemnification................................................  A-28
    4.11 Listing Merger Shares..........................................  A-28
    4.12 Voting Agreements..............................................  A-28
    4.13 Existing Voting Agreement......................................  A-28
    4.14 Employment Agreements..........................................  A-29
    4.15 Section 16.....................................................  A-29
    4.16 [Intentionally omitted.].......................................  A-29
    4.17 Funding Commitment.............................................  A-29
    4.18 Pooling........................................................  A-29
    4.19 Reseller Agreement.............................................  A-29

 ARTICLE V--CONDITIONS TO CONSUMMATION OF MERGER......................... A-30
    5.1  Conditions to Each Party's Obligations.........................  A-30
         Conditions to Obligations of the Buyer and the Transitory
    5.2  Subsidiary.....................................................  A-30
    5.3  Conditions to Obligations of the Company.......................  A-31

 ARTICLE VI--INDEMNIFICATION............................................. A-33
    6.1  Indemnification by the Company Stockholders....................  A-33
    6.2  Indemnification by the Buyer...................................  A-33
    6.3  Limitations....................................................  A-33
    6.4  Indemnification Claims.........................................  A-34
    6.5  Survival of Representations and Warranties.....................  A-36

 ARTICLE VII--REGISTRATION RIGHTS........................................ A-37
    7.1  Registration of Shares.........................................  A-37
    7.2  Registration Procedures........................................  A-38
    7.3  Requirements of Resale Company Stockholders....................  A-39
    7.4  Indemnification................................................  A-39
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>      <S>                                                               <C>
    7.5   Rule 144........................................................  A-39
    7.6   Assignment of Rights............................................  A-39

 ARTICLE VIII--TERMINATION................................................. A-40
    8.1   Termination of Agreement........................................  A-40
    8.2   Effect of Termination...........................................  A-40

 ARTICLE IX--DEFINITIONS................................................... A-41

 ARTICLE X--MISCELLANEOUS.................................................. A-44
    10.1  Press Releases and Announcements................................  A-45
    10.2  No Third Party Beneficiaries....................................  A-45
    10.3  Entire Agreement................................................  A-45
    10.4  Succession and Assignment.......................................  A-45
    10.5  Counterparts....................................................  A-45
    10.6  Headings........................................................  A-45
    10.7  Notices.........................................................  A-45
    10.8  Governing Law...................................................  A-45
    10.9  Amendments and Waivers..........................................  A-45
    10.10 Severability....................................................  A-45
    10.11 Specific Performance............................................  A-45
    10.12 Submission to Jurisdiction......................................  A-46
    10.13 Construction....................................................  A-46
    10.14 Incorporation of Exhibits and Schedules.........................  A-46
</TABLE>

EXHIBITS

<TABLE>
<CAPTION>
 <C>         <C> <S>
 Exhibit A    -- Escrow Agreement
 Exhibit B-1  -- Affiliate's Agreement (Company Affiliates)
 Exhibit B-2  -- Affiliate's Agreement (Buyer Affiliates)
 Exhibit C-1  -- Company Voting Agreement
 Exhibit C-2  -- Buyer Voting Agreement
 Exhibit D-1  -- Silicon Valley Bank Financing Proposal
 Exhibit D-2  -- Form of Bridge Loan Letter Agreement
 Exhibit E    -- Form of Opinion of Counsel to the Company
 Exhibit F    -- Form of Hale and Dorr LLP Tax Opinion
 Exhibit G    -- Form of Certificate of the Buyer
 Exhibit H    -- Form of Certificate of the Company
 Exhibit I    -- Form of Opinion of Counsel to the Buyer
 Exhibit J    -- Form of Testa, Hurwitz & Thibeault, LLP Tax Opinion
</TABLE>


                                     -iii-
<PAGE>

                          AGREEMENT AND PLAN OF MERGER

   Agreement and Plan of Merger entered into as of July 14, 1999 by and among
Open Market, Inc., a Delaware corporation (the "Buyer"), OM/SA Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer
(the "Transitory Subsidiary"), and FutureTense, Inc., a Delaware corporation
(the "Company"). The Buyer, the Transitory Subsidiary and the Company are
referred to collectively herein as the "Parties."

   This Agreement contemplates a merger of the Transitory Subsidiary into the
Company in a transaction that is intended to qualify for federal tax purposes
as a reorganization under Section 368 of the Code (as defined below) and for
accounting purposes as a "pooling of interests" pursuant to Accounting
Principles Bulletin Opinion No. 16. In such merger, the stockholders of the
Company will receive capital stock of the Buyer in exchange for their capital
stock of the Company.

   Now, therefore, in consideration of the representations, warranties and
covenants herein contained, the Parties agree as follows.

                                   ARTICLE I

                                   THE MERGER

   1.1 The Merger. Upon and subject to the terms and conditions of this
Agreement, the Transitory Subsidiary shall merge with and into the Company
(with such merger referred to herein as the "Merger") at the Effective Time (as
defined below). From and after the Effective Time, the separate corporate
existence of the Transitory Subsidiary shall cease and the Company shall
continue as the surviving corporation in the Merger (the "Surviving
Corporation"). The "Effective Time" shall be the time at which the Company and
the Transitory Subsidiary shall file the certificate of merger or other
appropriate documents prepared and executed in accordance with Section 251(c)
of the Delaware General Corporation Law (the "Certificate of Merger") with the
Secretary of State of the State of Delaware. The Merger shall have the effects
set forth in Section 259 of the Delaware General Corporation Law.

   1.2 The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Hale and Dorr LLP,
60 State Street, Boston, Massachusetts, commencing at 9:00 a.m. local time on
the third business day after all of the conditions to the obligations of the
Parties to consummate the transactions contemplated hereby have been satisfied
or waived by such date by the Party or Parties entitled to the benefit of such
conditions, or at such other time and date as the Parties shall agree (the
"Closing Date").

   1.3 Actions at the Closing. At the Closing, (a) the Company shall deliver to
the Buyer and the Transitory Subsidiary the various certificates, instruments
and documents referred to in Section 5.2, (b) the Buyer and the Transitory
Subsidiary shall deliver to the Company the various certificates, instruments
and documents referred to in Section 5.3, (c) the Company and the Transitory
Subsidiary shall file with the Secretary of State of the State of Delaware the
Certificate of Merger, (d) the Buyer shall deliver certificates for the Initial
Shares (as defined below) to the stockholders of the Company in accordance with
Section 1.7 and (e) the Buyer, the Indemnification Representative (as defined
therein) and the Escrow Agent (as defined therein) shall execute and deliver an
Escrow Agreement substantially in the form attached hereto as Exhibit A (the
"Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a
certificate for the Escrow Shares (as defined below) being placed in escrow on
the Closing Date pursuant to Section 1.10.

   1.4 Additional Action. The Surviving Corporation may, at any time after the
Effective Time, take any action, including executing and delivering any
document, in the name and on behalf of either the Company or the Transitory
Subsidiary, in order to consummate the transactions contemplated by this
Agreement.
<PAGE>

   1.5 Conversion of Shares. At the Effective Time, by virtue of the Merger and
without any action on the part of any Party or the holder of any of the
following securities:

     (a) Each share of common stock, $.0002 par value per share, of the
  Company ("Common Shares") issued and outstanding immediately prior to the
  Effective Time (other than Company Shares owned beneficially by the Buyer
  or the Transitory Subsidiary, Dissenting Shares (as defined below) and
  Company Shares held in the Company's treasury) shall be converted into and
  represent the right to receive (subject to the provisions of Section 1.10)
  such number of shares of common stock, $.001 par value per share, of the
  Buyer ("Buyer Common Stock") as is equal to the Common Conversion Ratio (as
  defined below) for such share.

     (b) Each share of the Company's Series A Preferred Stock, $.001 par
  value per share (the "Series A Preferred Stock"), Series B Preferred Stock,
  $.001 par value per share (the Series B Preferred Stock"), Series C
  Preferred Stock, $.001 par value per share (the "Series C Preferred
  Stock"), and Series D Preferred Stock, $.001 par value per share (the
  "Series D Preferred Stock", and together with the Series A Preferred Stock,
  the Series B Preferred and the Series C Preferred Stock, the "Preferred
  Shares"; and, together with the Common Shares, the "Company Shares") issued
  and outstanding immediately prior to the Effective Time (other than
  Preferred Shares owned beneficially by the Buyer or the Transitory
  Subsidiary, Dissenting Shares and Preferred Shares held in the Company's
  treasury) shall be converted into and represent the right to receive
  (subject to the provisions of Section 1.10) such number of shares of Buyer
  Common Stock as is equal to the Preferred Conversion Ratio (as defined
  below) for such share.

     (c) The "Common Conversion Ratio" shall initially be the result obtained
  by (i) dividing the difference between (1) the sum of $125,000,000 and the
  aggregate amount receivable by the Company upon the exercise of outstanding
  Options (the "Purchase Price") and (2) the Deductible Obligations (as
  defined below), by (ii) $14.7064, and then dividing such quotient by the
  sum of (x) the number of Common Shares issued and outstanding, (y) the
  number of Company Shares issuable upon exercise of outstanding Options (as
  defined below) and Warrants (as defined below) (but only those Warrants
  that are not included in the Deductible Obligations) whether vested,
  unvested or subject to repurchase by the Company following such exercise
  and (z) the number of Common Shares issuable upon conversion of the
  Preferred Shares, all of which will be determined immediately prior to the
  Effective Time. The "Preferred Conversion Ratio" for each share of
  Preferred Stock shall be the result obtained by multiplying the Common
  Conversion Ratio by the number of Common Shares into which each Preferred
  Share is convertible immediately prior to the Effective Time. Each of the
  Common Conversion Ratio and the Preferred Conversion Ratio shall be subject
  to equitable adjustment in the event of any stock split, stock dividend,
  reverse stock split or similar event affecting the Buyer Common Stock
  between the date of this Agreement and the Effective Time. Stockholders of
  record of the Company (the "Company Stockholders") shall be entitled to
  receive immediately 90% of the shares of Buyer Common Stock into which
  their Company Shares were converted pursuant to this Section 1.5(c) (the
  "Initial Shares"); the remaining 10% of the shares of Buyer Common Stock
  into which their Company Shares were converted pursuant to this Section
  1.5(c) (the "Escrow Shares") shall be deposited in escrow pursuant to
  Section 1.10 and shall be held and disposed of in accordance with the terms
  of the Escrow Agreement. The Initial Shares and the Escrow Shares shall
  together be referred to herein as the "Merger Shares." As used in this
  Agreement, the "Deductible Obligations" means the sum, immediately prior to
  the Effective Time, of certain amounts paid or to be paid by the Company in
  connection with the Merger, the preparation of the S-4 Registration
  Statement (as defined below) and the transactions contemplated hereby,
  including (v) the fees and expenses of R.S. Cheheyl, (w) all legal fees
  (including those of Testa, Hurwitz & Thibeault, LLP), (x) all accounting
  fees (including those of PricewaterhouseCoopers LLP), (y) the amount of any
  indebtedness incurred after June 30, 1999 and before December 31, 1999
  outstanding at the Closing (i) decreased by any increase, if any, in the
  amount of Net Current Assets (as defined below) of the Company from June
  30, 1999 to December 31, 1999 (or if earlier, the Closing Date) or (ii)
  increased by any decrease, if any, in the amount of Net Current Assets of
  the Company from June 30, 1999 to December 31, 1999 (or if earlier, the
  Closing Date), and (z) the amount payable in respect of any

                                      A-2
<PAGE>

  outstanding Warrant (to the extent such warrant is payable in cash upon
  consummation of the Merger and not exercisable into Company Shares). "Net
  Current Assets" shall mean (x) the sum of (i) cash, (ii) accounts
  receivable, (iii) prepaid expenses and (iv) all other current assets minus
  (y) the sum of (i) accounts payable, (ii) accrued expenses, (iii) deferred
  revenues and (iv) all other current liabilities (excluding the indebtedness
  referred to in clause (y) above). Notwithstanding the foregoing, the Buyer
  shall pay the expenses of printing the S-4 Registration Statement.

     (d) Each Company Share held in the Company's treasury immediately prior
  to the Effective Time and each Company Share owned beneficially by the
  Buyer or the Transitory Subsidiary shall be cancelled and retired without
  payment of any consideration therefor.

     (e) Each share of common stock, $.001 par value per share, of the
  Transitory Subsidiary issued and outstanding immediately prior to the
  Effective Time shall be converted into and thereafter evidence 100 shares
  of common stock, $.001 par value per share, of the Surviving Corporation.

   1.6 Dissenting Shares.

   (a) For purposes of this Agreement, "Dissenting Shares" means Company Shares
held as of the Effective Time by a Company Stockholder who has not voted such
Company Shares in favor of the adoption of this Agreement and the Merger and
with respect to which appraisal shall have been duly demanded and perfected in
accordance with Section 262 of the Delaware General Corporation Law and not
effectively withdrawn or forfeited prior to the Effective Time. Notwithstanding
Section 1.5(a) above, Dissenting Shares shall not be converted into or
represent the right to receive Merger Shares, unless such Company Stockholder
shall have forfeited his or her right to appraisal under the Delaware General
Corporation Law or properly withdrawn his, her or its demand for appraisal. If
such Company Stockholder has so forfeited or withdrawn his, her or its right to
appraisal of Dissenting Shares, then (i) as of the occurrence of such event,
such holder's Dissenting Shares shall cease to be Dissenting Shares and shall
be converted into and represent the right to receive the Merger Shares issuable
in respect of such Company Shares pursuant to Section 1.5(a), and (ii) promptly
following the occurrence of such event, the Buyer shall deliver to such Company
Stockholder a certificate representing 90% of the Merger Shares to which such
holder is entitled pursuant to Section 1.5(a) (which shares shall be considered
Initial Shares for all purposes of this Agreement) and shall deliver to the
Escrow Agent a certificate representing the remaining 10% of the Merger Shares
to which such holder is entitled pursuant to Section 1.5(a) (which shares shall
be considered Escrow Shares for all purposes of this Agreement).

   (b) The Company shall give the Buyer (i) prompt notice of any written
demands for appraisal of any Company Shares, withdrawals of such demands, and
any other instruments that relate to such demands received by the Company and
(ii) the opportunity to direct all negotiations and proceedings with respect to
demands for appraisal under the Delaware General Corporation Law. The Company
shall not, except with the prior written consent of the Buyer, make any payment
with respect to any demands for appraisal of Company Shares or offer to settle
or settle any such demands.

   1.7 Exchange of Shares.

   (a) Prior to the Effective Time, the Buyer shall send a notice and a
transmittal form to each holder of a certificate representing Company Shares (a
"Certificate") advising such holder of the anticipated effectiveness of the
Merger and the procedure for surrendering to the Company such Certificate in
exchange for the Initial Shares issuable. Such transmittal form shall include
such representations and certifications as are customary. Each holder of a
Certificate, upon proper surrender thereof to the Company in accordance with
the instructions in such notice, shall be entitled to receive in exchange
therefor the Initial Shares issuable. Until properly surrendered, each such
Certificate shall be deemed for all purposes to evidence only the right to
receive the Initial Shares issuable pursuant to Section 1.5(a). Holders of
Certificates shall not be entitled to receive certificates for the Initial
Shares to which they would otherwise be entitled until such Certificates are
properly surrendered.

                                      A-3
<PAGE>

   (b) In the event any Certificate shall have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming such
Certificate to be lost, stolen or destroyed, the Buyer shall issue in exchange
for such lost, stolen or destroyed Certificate the Initial Shares issuable in
exchange therefor pursuant to Section 1.5(a). The Board of Directors of the
Buyer may, in its reasonable discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
Certificate to give the Buyer a bond in such sum as it may direct as indemnity
against any claim that may be made against the Buyer with respect to the
Certificate alleged to have been lost, stolen or destroyed.

   (c) Certificates representing the Merger Shares which are not registered on
the Buyer's S-4 Registration Statement (as defined below) shall contain a
legend substantially in the following form together with any other legends
required by applicable state securities laws:

     "The shares represented by this certificate have not been registered
  under the Securities Act of 1933, as amended, and may not be sold,
  transferred or otherwise disposed of in the absence of an effective
  registration statement under such Act or an opinion of counsel satisfactory
  to the corporation to the effect that such registration is not required."

   1.8 Dividends. No dividends or other distributions that are payable to the
holders of record of Buyer Common Stock as of a date on or after the Closing
Date shall be paid to former Company Stockholders entitled by reason of the
Merger to receive Initial Shares until such holders surrender their
Certificates in accordance with Section 1.7. Upon such surrender, the Buyer
shall pay or deliver to the persons in whose name the certificates representing
such Initial Shares are issued any dividends or other distributions that are
payable to the holders of record of Buyer Common Stock as of a date on or after
the Closing Date and which were paid or delivered between the Effective Time
and the time of such surrender; provided that no such person shall be entitled
to receive any interest on such dividends or other distributions.

   1.9 Fractional Shares. No certificates or scrip representing fractional
Initial Shares shall be issued to former Company Stockholders upon the
surrender for exchange of Certificates, and such former Company Stockholders
shall not be entitled to any voting rights, rights to receive any dividends or
distributions or other rights as a stockholder of the Buyer with respect to any
fractional Initial Shares that would otherwise be issued to such former Company
Stockholders. In lieu of any fractional Initial Shares that would otherwise be
issued, each former Company Stockholder that would have been entitled to
receive a fractional Initial Share shall, upon proper surrender of such
person's Certificates, receive a cash payment equal to the closing price per
share of the Buyer Common Stock on the Nasdaq National Market, as reported by
Nasdaq, on the business day immediately preceding the Closing Date, multiplied
by the fraction of a share that such Company Stockholder would otherwise be
entitled to receive.

   1.10 Escrow.

   (a) On the Closing Date, the Buyer shall deliver to the Escrow Agent a
certificate (issued in the name of the Escrow Agent or its nominee)
representing the Escrow Shares, as described in Section 1.5(a), for the purpose
of securing the post-closing adjustments and other indemnification obligations
of the Company Stockholders set forth in this Agreement. The Escrow Shares
shall be held by the Escrow Agent under the Escrow Agreement pursuant to the
terms thereof. The Escrow Shares shall be held as a trust fund and shall not be
subject to any lien, attachment, trustee process or any other judicial process
of any creditor of any party, and shall be held and disbursed solely for the
purposes and in accordance with the terms of the Escrow Agreement.

   (b) The adoption of this Agreement and the approval of the Merger by the
Company Stockholders shall constitute approval of the indemnification
provisions included in Section 6 of this Agreement and of the Escrow Agreement
and of all of the arrangements relating thereto, including without limitation
the placement of the Escrow Shares in escrow and the appointment of the
Indemnification Representative.


                                      A-4
<PAGE>

   1.11 Options and Warrants.

   (a) As of the Effective Time, all options to purchase Common Shares issued
by the Company ("Options"), whether vested or unvested, shall be assumed by the
Buyer. Immediately after the Effective Time, each Option outstanding
immediately prior to the Effective Time shall be deemed to constitute an option
to acquire, on the same terms and conditions as were applicable under such
Option at the Effective Time (taking into account any acceleration of
exercisability due to the Merger), such number of shares of Buyer Common Stock
as is equal to the number of Common Shares subject to the unexercised portion
of such Option multiplied by the Common Conversion Ratio (with any fraction
resulting from such multiplication to be rounded down to the next lowest whole
number). The exercise price per share of each such assumed Option shall be
equal to the exercise price of such Option immediately prior to the Effective
Time, divided by the Common Conversion Ratio (with any fraction of a cent
resulting from such division to be rounded up to the next highest whole cent).
The term, exercisability, vesting schedule (taking into account any
acceleration of exercisability due to the Merger), repurchase provisions,
status as an "incentive stock option" under Section 422 of the Internal Revenue
Code of 1986 (as amended, the "Code"), if applicable, and all of the other
terms of the Options shall otherwise remain unchanged.

   (b) As soon as practicable after the Effective Time, the Buyer or the
Surviving Corporation shall deliver to the holders of Options appropriate
notices setting forth such holders' rights pursuant to such Options, as amended
by this Section 1.11, and the agreements evidencing such Options shall continue
in effect on the same terms and conditions (subject to any acceleration of
exercisability due to the Merger).

   (c) The Buyer shall take all corporate action necessary to reserve for
issuance a sufficient number of shares of Buyer Common Stock for delivery upon
exercise of the Options assumed in accordance with this Section 1.11. As soon
as practicable after the Effective Time and in any event within seven (7) days
thereof, the Buyer shall file a Registration Statement on Form S-8 (or any
successor form) under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to all shares of Buyer Common Stock subject to such Options
that may be registered on a Form S-8, and shall use its best efforts (as
defined below) to maintain the effectiveness of such Registration Statement for
so long as such Options remain outstanding. As used in this Agreement, "best
efforts" of any person shall mean and refer to the use of commercially
reasonable efforts of such person under the circumstances and shall not require
the expenditure of money other than for the fees and expenses of professional
advisors.

   (d) As of the Effective Time, all warrants to purchase Company Shares issued
by the Company ("Warrants"), shall be assumed by the Buyer. Immediately after
the Effective Time, each Warrant outstanding immediately prior to the Effective
Time shall be deemed to constitute a warrant to acquire, on the same terms and
conditions as were applicable under such Warrant at the Effective Time, such
number of shares of Buyer Common Stock as is equal to the number of Common
Shares or Preferred Shares subject to the unexercised portion of such Warrant
multiplied by the Common Conversion Ratio or the Preferred Conversion Ratio,
respectively (with any fraction resulting from such multiplication to be
rounded down to the next lowest whole number). The exercise price per share of
each such assumed Warrant shall be equal to the exercise price of such Warrant
immediately prior to the Effective Time, divided by the Common Conversion Ratio
or the Preferred Conversion Ratio, as applicable (with any fraction of a cent
resulting from such division to be rounded up to the next highest whole cent).
The term, exercisability and all of the other terms of the Warrants shall
otherwise remain unchanged.

   1.12 Certificate of Incorporation. The Certificate of Incorporation of the
Surviving Corporation immediately following the Effective Time shall be the
same as the Certificate of Incorporation of the Transitory Subsidiary
immediately prior to the Effective Time, except that (a) the name of the
corporation set forth therein shall be changed to the name of the Company and
(b) the identity of the incorporators shall be deleted.

   1.13 By-laws. The By-laws of the Surviving Corporation immediately following
the Effective Time shall be the same as the By-laws of the Transitory
Subsidiary immediately prior to the Effective Time, except that the name of the
corporation set forth therein shall be changed to the name of the Company.

                                      A-5
<PAGE>

   1.14 Directors and Officers. The directors and officers of the Transitory
Subsidiary shall become the directors and officers of the Surviving Corporation
as of the Effective Time.

   1.15 No Further Rights. From and after the Effective Time, no Company Shares
shall be deemed to be outstanding, and holders of Certificates shall cease to
have any rights with respect thereto, except as provided herein or by law.

   1.16 Closing of Transfer Books. At the Effective Time, the stock transfer
books of the Company shall be closed and no transfer of Company Shares shall
thereafter be made. If, after the Effective Time, Certificates are presented to
the Surviving Corporation, they shall be cancelled and exchanged for Initial
Shares in accordance with Section 1.5(a), subject to Section 1.10 and to
applicable law in the case of Dissenting Shares.

                                      A-6
<PAGE>

                                   ARTICLE II

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

   The Company represents and warrants to the Buyer and the Transitory
Subsidiary that the statements contained in this Article II are true and
correct, except as set forth in the Disclosure Schedule attached hereto (the
"Disclosure Schedule"). The Disclosure Schedule shall be initialed by the
Parties and shall be arranged in section and paragraphs corresponding to the
numbered and lettered sections and paragraphs contained in this Article II, and
the disclosures in any paragraph of the Disclosure Schedule shall also qualify
other sections or paragraphs in this Article II only to the extent it is clear
from a reading of the disclosure that such disclosure is applicable to such
other sections or paragraphs.

   2.1 Corporate Existence and Power, etc. The Company is a corporation duly
organized, validly existing and in corporate and tax good standing under the
laws of its jurisdiction of organization and has all requisite corporate power
and authority to own or lease its properties and to carry on its business as
now conducted. The Company is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the character
of the properties owned or leased by it or the nature of its activities makes
such qualification necessary except where the failure to be qualified would not
have a Material Adverse Effect (as defined below). The Company has made
available to the Buyer true and complete copies of its Certificate of
Incorporation and By-laws, each as amended and in effect on the date hereof.
The Company is not in default under or in violation of any provisions of its
Certificate of Incorporation or By-laws.

   As used in this Agreement, the term "Material Adverse Effect" means a
material adverse effect on the business, financial condition, properties,
results of operation or prospects of the Company, provided, however, that
neither of the following shall be deemed by itself or by themselves, either
alone or in combination, to constitute a Material Adverse Effect on the
Company: (a) any change arising out of conditions affecting the economy or
industry of the Company in general which does not affect the Company in a
materially disproportionate manner relative to other participants in the
economy or such industry, respectively, or (b) with respect to the Company,
employee attrition which is primarily attributable to the announcement of the
execution of this Agreement and the transactions contemplated hereby. A
Material Adverse Effect will be deemed to exist if the "effect" results in or
could reasonably be expected to result in a liability or reduction in value of
the Company's assets in excess of $100,000.

   As used in this Agreement, the term "Closing Material Adverse Effect" means
a material adverse effect on the business, financial condition, properties,
results of operation or prospects of the Company, provided, however, that
neither of the following shall be deemed by itself or by themselves, either
alone or in combination, to constitute a Closing Material Adverse Effect on the
Company: (a) any change arising out of conditions affecting the economy or
industry of the Company in general which does not affect the Company in a
materially disproportionate manner relative to other participants in the
economy or such industry, respectively, or (b) with respect to the Company,
employee attrition which is primarily attributable to the announcement of the
execution of this Agreement and the transactions contemplated hereby. A Closing
Material Adverse Effect will be deemed to exist if the "effect" results in or
could reasonably be expected to result in a liability or reduction in value of
the Company's assets in excess of $750,000.

   2.2 Authorization; Binding Agreement. The Company has all requisite
corporate power and authority to execute and deliver this Agreement and the
agreements and instruments attached as exhibits hereto or otherwise
contemplated hereby and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, including the Merger, have been duly and
validly authorized by the Company's Board of Directors, and no other corporate
proceedings on the part of the Company are necessary to authorize the execution
and delivery of this Agreement or to consummate the transactions contemplated
hereby (other than the adoption of this Agreement by stockholders entitled to
vote on this Agreement and the Merger holding a majority of votes represented
by the outstanding Company Shares, 75% of the votes represented by the
outstanding Preferred Shares voting together with the outstanding Common
Shares, a majority of the votes represented by the outstanding Series C
Preferred Stock,

                                      A-7
<PAGE>

voting as a separate class, and a majority of the votes represented by the
outstanding Series D Preferred Stock, voting as a separate class (the
"Requisite Stockholder Approval")). This Agreement has been duly and validly
executed and delivered by the Company and constitutes the legal, valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms, except to the extent that enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by principles of
equity regarding the availability of remedies ("Enforceability Exceptions").

   2.3 Capitalization. The authorized capital stock of the Company consists of
(a) 25,000,000 shares of Common Shares, of which, as of the date of this
Agreement, (i) 4,442,468 shares are issued and outstanding and (ii) no shares
are held in the treasury of the Company, and (b) 380,651 shares of Series A
Preferred Stock, all of which are issued and outstanding, (c) 754,178 shares of
Series B Preferred Stock, all of which are issued and outstanding, (d) 711,979
shares of Series C Preferred Stock, of which 711,842 shares are issued and
outstanding, and (e) 5,436,837 shares of Series D Preferred Stock, all of which
are issued and outstanding. Section 2.3 of the Disclosure Schedule sets forth a
complete and accurate list of (i) all the Company Stockholders, indicating the
number and class or series of Company Shares held by each stockholder and (for
Company Shares other than Common Shares) the number of Common Shares (if any)
into which such Company Shares are convertible, (ii) all outstanding Options
and Warrants, indicating (A) the holder thereof, (B) the number and class or
series of Company Shares subject to each Option and Warrant and (for Company
Shares other than Common Shares) the number of Common Shares (if any) into
which such Company Shares are convertible, (C) the exercise price, date of
grant, vesting schedule and expiration date for each Option or Warrant, and (D)
any terms regarding the acceleration of vesting, and (iii) all stock option
plans and other stock or equity-related plans of the Company. All issued and
outstanding Company Shares have been, and all Company Shares that may be issued
upon exercise of Options or Warrants will be (upon issuance in accordance with
their terms), duly authorized and validly issued and are fully paid and
nonassessable, with no personal liability attaching to the ownership thereof.
Other than the Options and Warrants listed in Section 2.3 of the Disclosure
Schedule, there are no outstanding (i) securities of the Company convertible
into or exchangeable for capital stock of or other ownership interests in the
Company, (ii) options, warrants or other rights (including preemptive rights)
to acquire from the Company, and other obligations of the Company to issue,
capital stock of or other ownership interests in, or securities convertible
into or exchangeable for capital stock of or other ownership interests in, the
Company and (iii) obligations of the Company to purchase, redeem or otherwise
acquire any shares of capital stock of the Company. Except as set forth in
Section 2.3 of the Disclosure Schedule, there are no agreements, voting trusts,
proxies or understandings with respect to the voting or registration under the
Securities Act of any Company Shares. No stockholder of the Company has
initiated any claim against the Company nor to the knowledge of the Company do
any grounds exist for making any claim.

   2.4 Governmental Authorization; Consents.

   (a) The execution, delivery and performance of this Agreement by the Company
and the consummation of the Merger require no action by or in respect of, or
filing by the Company with, any court, arbitrational tribunal, governmental
body, agency, commission, official or other governmental or regulatory
authority or agency ("Governmental Entity"), other than compliance with any
applicable requirements of the Securities Act and any applicable state
securities laws, the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), and the filing of the Certificate of Merger as
provided in Section 1.1 hereof.

   (b) Except as set forth in Section 2.4 of the Disclosure Schedule, no
consent, approval, waiver or other action by any individual, corporation,
partnership, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof
("Person") (other than the Governmental Entities referred to in paragraph (a)
above) under any contract, agreement, indenture, instrument of indebtedness,
agreement or mortgage for borrowed money, lease, sublease, license, sublicense,
franchise, or other instrument to which the Company is a party or by which any
of them is bound is necessary for the

                                      A-8
<PAGE>

execution, delivery and performance of this Agreement by the Company, other
than (i) any thereof required pursuant to the agreements and instruments
referred to in item (a)(vi) in Section 2.15 of the Disclosure Schedule (the
"Bank Agreements") and (ii) such other consents, approvals, waivers or other
actions the absence of which would not, in the aggregate, have a Material
Adverse Effect with respect to the Company.

   2.5 Non-Contravention. Assuming compliance with the matters referred to in
Section 2.4(a) hereof, the execution, delivery and performance of this
Agreement by the Company and the consummation of the Merger do not and will not
(i) conflict with or violate any provision of the Certificate of Incorporation
or By-laws of the Company, (ii) require on the part of the Company any filing
with, or any permit, authorization, consent or approval of any Governmental
Entity, (iii) violate any provision of applicable law or regulation or any
judgment, injunction, order, decree or award binding upon the Company or
affecting any of its assets or properties or (iv) except as set forth on
Section 2.5 of the Disclosure Schedule, conflict with, contravene or constitute
a default under, or result in the creation or imposition of any Lien (as
defined below) on any asset of the Company or give rise to a right of
termination, cancellation, modification, or acceleration of any obligation of
the Company under any contract, agreement, indenture, lease, sublease, license,
sublicense, franchise or other instrument binding upon the Company, or
affecting any of its assets or properties which would, in the aggregate, have a
Material Adverse Effect with respect to the Company. As used in this Agreement,
the term "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or other encumbrance of any kind in respect of such
asset (whether arising by contract or by operation of law).

   2.6 No Subsidiaries. The Company does not have any subsidiaries. There is no
corporation, partnership, joint venture or other entity in which the Company
has, directly or indirectly, any equity interest.

   2.7 Financial Statements. The Company has previously furnished to the Buyer
complete and accurate copies, as amended or supplemented, of (i) the audited
balance sheets of the Company as of December 31, 1998, 1997 and 1996, together
with the related audited statements of operations, stockholders' equity and
cash flows for such fiscal years and the notes thereto, accompanied by the
report thereon of PricewaterhouseCoopers LLP, independent auditors (the "Annual
Financial Statements"), (ii) the unaudited balance sheet of the Company as of
May 31, 1999 and the related unaudited statements of operations and cash flows
for the five-month fiscal period ended on such date, certified by the chief
financial officer on behalf of the Company (the "Interim Financial Statements",
and together with the Annual Financial Statements, the "Financial Statements").
The Financial Statements have been prepared in accordance with United States
generally accepted accounting principles ("GAAP") and present fairly the
financial position, and the results of operations and cash flows for the
Company as of and for the respective dates thereof and for the periods referred
to therein (subject, in the case of the Interim Financial Statements, to normal
recurring adjustments and to the inclusion of certain notes not required in
interim financial statements in conformity with GAAP).

   2.8 Absence of Certain Changes.

   (a) Except as set forth in the Financial Statements or in Section 2.8 of the
Disclosure Schedule, or as contemplated by this Agreement, since December 31,
1998, the Company has conducted its business in the ordinary course consistent
with past custom and practice ("Ordinary Course of Business") and there has not
been, and the Company has not agreed or committed that there shall be:

     (i) any events that, individually or in the aggregate, have had or could
  reasonably be expected to have a Material Adverse Effect with respect to
  the Company;

     (ii) any declaration, setting aside or payment of any dividend or other
  distribution with respect to any shares of capital stock of the Company;

     (iii) any alteration of any outstanding security of the Company;

     (iv) any incurrence, assumption or guarantee by the Company of any
  indebtedness for borrowed money, other than in the Ordinary Course of
  Business pursuant to the Bank Agreements;

                                      A-9
<PAGE>

     (v) any creation or assumption by the Company of any Lien on any
  material asset other than pursuant to the Bank Agreements;

     (vi) any making of any loan, guarantee, advance or capital contribution
  to or investment in any Person other than (1) short-term investments in the
  Ordinary Course of Business, or (2) travel, salary or other like advances
  to officers or employees in the Ordinary Course of Business;

     (vii) any damage, destruction or other casualty loss (whether or not
  covered by insurance) affecting the business or assets of the Company;

     (viii) any transaction or commitment made, or any contract or agreement
  entered into, by the Company relating to its assets or business (including
  the acquisition or disposition of any substantial assets) or any
  relinquishment by the Company of any contract or other right, in any such
  case material to the Company taken as a whole, other than transactions or
  commitments in the Ordinary Course of Business;

     (ix) any change in any method of accounting or accounting practice by
  the Company, except for any such change required by reason of a concurrent
  change in GAAP;

     (x) any grant of any severance or termination pay to any officer or
  employee of the Company other than in the Ordinary Course of Business
  pursuant to a Company policy described in Section 2.8(a) of the Disclosure
  Schedule, any entering into of any employment, deferred compensation or
  other similar agreement (or any amendment to any such existing agreement)
  with any officer, director or employee of the Company or any increase in
  benefits payable under any existing severance or termination pay policies
  or employment agreements, or any increase in compensation, bonus or other
  benefits payable to officers, directors or employees of the Company, other
  than such increases in the Ordinary Course of Business;

     (xi) any payment of any obligation or liability other than in the
  Ordinary Course of Business;

     (xii) any amendment, termination, taking or failure to take any action
  that would constitute a violation of or default under, or a waiver of any
  rights under, any contract or agreement listed in Section 2.14 of the
  Disclosure Schedule;

     (xiii) any making or commitment to make capital expenditures in excess
  of $650,000 in the aggregate;

     (xiv) any failure to take any action necessary to preserve the validity
  of any Intellectual Property or Permit (each as defined below) that could
  reasonably be expected to have a Material Adverse Effect on the Company;

     (xv) any labor dispute, other than routine grievances, or any activity
  or proceeding by a labor union or representative thereof to organize
  employees of the Company, which employees were not subject to a collective
  bargaining agreement at December 31, 1998, or any lockout, strike,
  slowdown, work stoppage or, to the knowledge of the Company, threat thereof
  by or with respect to a significant number of employees of the Company;

     (xvi) any change in the Company's relationship with any independent
  contractor, customer, or supplier that could reasonably be expected to have
  a Material Adverse Effect on the Company;

     (xvii) any amendment of the Certificate of Incorporation or By-laws of
  the Company;

     (xviii) any claim or dispute between the Company and any stockholder
  thereof; or

     (xix) any material election with respect to Taxes (as defined below).

   (b) Since December 31, 1998, except as set forth on Section 2.8(b) of the
Disclosure Schedule, there has not been:

     (i) any change in the number of outstanding shares of the capital stock
  of or other ownership interests in or the capitalization of the Company,
  whether by reason of a reclassification, recapitalization, stock split or
  combination, exchange or readjustment of shares, stock dividend or
  otherwise, other than any issuance of additional shares of the Common Stock
  upon the exercise of Options outstanding; or

                                      A-10
<PAGE>

     (ii) any purchase, redemption or other acquisition by the Company of any
  outstanding shares of capital stock of or other ownership interests in the
  Company.

   2.9 No Undisclosed Material Liabilities. Except as set forth in Section 2.9
of the Disclosure Schedule, the Company has no liability or obligation (whether
known or unknown, whether accrued or unaccrued, whether due or to become due or
otherwise) except for (a) liabilities shown on the Interim Financial
Statements, (b) liabilities which have arisen since May 31, 1999 in the
Ordinary Course of Business and are similar generally in nature to the
liabilities which arose during the comparable period of the immediately
preceding financial period and (c) liabilities incurred in the Ordinary Course
of Business which are not required by GAAP to be reflected on the Interim
Financial Statements and which in the aggregate do not exceed $100,000.

   2.10 Litigation. Except as set forth in Section 2.10 of the Disclosure
Schedule, there is no (a) unsatisfied judgment, order, decree or injunction or
(b) claim, complaint, action, suit, investigation, hearing or proceeding
pending, or to the knowledge of the Company threatened, by or against the
Company or any of its properties or assets, or to which the Company or any of
its properties or assets is a party, before or by any Governmental Entity or
arbitrator. None of the complaints, actions, suits, investigations, hearings or
proceedings described in Section 2.10 of the Disclosure Schedule could have a
Material Adverse Effect.

   2.11 Restrictions on Business Activities. There is no judgment, injunction,
order, decree, agreement or instrument binding upon the Company that has or may
reasonably be expected to have the effect of prohibiting any material business
practice of the Company or restricting the conduct of business by the Company.

   2.12 Taxes.

   (a) Except as set forth on Section 2.12(a) of the Disclosure Schedule, the
Company has filed all material Tax Returns (as defined below) that it was
required to file, and all such Tax Returns were correct and complete in all
material respects. The Company has paid all Taxes that were shown to be due on
any Tax Returns. The unpaid Taxes of the Company for tax periods through the
date of the balance sheet included in the Interim Financial Statements do not
exceed the accruals and reserves for Taxes set forth on the Interim Financial
Statements (exclusive of any accruals for "deferred taxes" or similar items
that reflect timing differences between Tax and financial accounting
principles). All Taxes that the Company is or was required by law to withhold
or collect have been duly withheld or collected and, to the extent required,
have been paid to the proper Governmental Entity. For purposes of this
Agreement, "Taxes" means all taxes, charges, fees, levies or other similar
assessments or liabilities, including without limitation income, gross
receipts, ad valorem, premium, value-added, excise, real property, personal
property, sales, use, transfer, withholding, employment, payroll and franchise
taxes and charges imposed by the United States of America or any state, local
or foreign government, or any agency thereof, or other political subdivision of
the United States or any such government, and any interest, fines, penalties,
assessments or additions to tax resulting from, attributable to or incurred in
connection with any tax or any contest or dispute thereof. For purposes of this
Agreement, "Tax Returns" means all reports, returns, declarations, statements
or other information required to be supplied to a taxing authority in
connection with Taxes.

   (b) The Company has delivered to the Buyer correct and complete copies of
all federal income Tax Returns, examination reports and statements of
deficiencies assessed against or agreed to by the Company since December 31,
1995.

   (c) The federal income Tax Returns of the Company have not been audited by
the Internal Revenue Service. No examination or audit of any Tax Return of the
Company by any Governmental Entity is currently in progress or, to the
knowledge of the Company, threatened or contemplated. The Company has not been
informed by any jurisdiction that the jurisdiction believes that the Company
was required to file any Tax Return that was not filed.

   (d) The Company, has not waived any statute of limitations with respect to
Taxes or agreed to an extension of time with respect to a Tax assessment or
deficiency.

                                      A-11
<PAGE>

   (e) The Company is not a "consenting corporation" within the meaning of
Section 341(f) of the Code and none of the assets of the Company are subject to
an election under Section 341(f) of the Code.

   (f) The Company has not been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the
applicable period specified in Section 897(c)(l)(A)(ii) of the Code.

   (g) Except as set forth on Section 2.12(g) of the Disclosure Schedule, the
Company has not made any payment, is not obligated to make any payment, and is
not a party to any agreement that could obligate it to make any payment that
will be an "excess parachute payment" under Section 280G of the Code.

   (h) The Company does not have any liability for any Taxes of any person
(other than the Company) under Treasury Regulation Section 1.1502-6 (or any
similar provision of federal, state, local, or foreign law), or as a transferee
or successor, by contract, or otherwise.

   (i) None of the assets of the Company is property that is required to be
treated as being owned by any other person pursuant to the provisions of former
Section 168(f)(8) of the Code.

   (j) None of the assets of the Company is "tax-exempt use property" within
the meaning of Section 168(h) of the Code.

   (k) None of the assets of the Company directly or indirectly secures any
debt the interest on which is tax exempt under Section 103(a) of the Code.

   (l) The Company has not undergone a change in its method of accounting
resulting in an adjustment to its taxable income pursuant to Section 481(a) of
the Code.

   (m) Section 2.12(m) of the Disclosure Schedule sets forth the following
information with respect to the Company as of the most recent practicable date:
(i) the federal income tax basis of the Company in its assets; (ii) the amount
of any net operating loss, net capital loss, unused investment or other credit,
unused foreign tax, or excess charitable contribution allocable to the Company;
and (iii) the amount of any deferred gain or loss allocable to the Company
arising out of any "deferred intercompany transaction."

   (n) The Company has never participated in or cooperated with an
international boycott within the meaning of Section 999 of the Code.

   2.13 Employee Benefits

   (a) Section 2.13 of the Disclosure Schedule contains a complete and accurate
list of all Employee Benefit Plans (as defined below) maintained, or
contributed to, by the Company for the benefit of present or former employees
of the Company (the "Company Plans"). For purposes of this Agreement, "Employee
Benefit Plan" means any "employee pension benefit plan" (as defined in Section
3(2) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) other than a "multiemployer plan" as defined in Section 4001(a)(3)
of ERISA, any "employee welfare benefit plan" (as defined in Section 3(1) of
ERISA), and any other written or oral plan, agreement or arrangement involving
direct or indirect compensation, including without limitation insurance
coverage, severance benefits, disability benefits, deferred compensation,
bonuses, stock options, stock purchase, phantom stock, stock appreciation or
other forms of incentive compensation or post-retirement compensation. Complete
and accurate copies of all Company Plans and all related trust agreements,
insurance contracts and summary plan descriptions, have been made available to
the Buyer, and the Company to date has not had any obligation to file any
annual reports with the Internal Revenue Service on Forms 5500 or 5500 C/R for
the Company Plans. Each Company Plan has been administered in all material
respects in accordance with its terms and the Company has met its obligations
with respect to such Company Plan and has made all required contributions
thereto. The Company and the Company Plans are in material compliance with the
currently applicable provisions of ERISA and the Code and the regulations
thereunder and other laws applicable to such plans.

                                      A-12
<PAGE>

   (b) To the Company's knowledge, there are no investigations by any
Governmental Entity, termination proceedings or other claims (except claims for
benefits payable in the normal operation of the Company Plans and proceedings
with respect to qualified domestic relations orders), audits, suits or
proceedings against or involving any Company Plan or asserting any rights or
claims to benefits under any Company Plan.

   (c) All the Company Plans that are intended to be qualified under Section
401(a) of the Code may either rely on opinion letters issued by the Internal
Revenue Service or have received determination letters from the Internal
Revenue Service to the effect that such Company Plans are qualified and the
plans and the trusts related thereto are exempt from federal income taxes under
Section 401(a) and 501(a), respectively, of the Code and no such opinion letter
or determination letter has been revoked and revocation has not been
threatened. No event has occurred that would reasonably be expected to give
rise to disqualification or loss of tax-exempt status of any such Company Plan
or related trust under Sections 401(a) and 501(a) of the Code. No Company Plan
has been amended since the date of its most recent determination letter in any
material respect, and no act or omission has occurred that would adversely
affect its qualification or materially increase its costs.

   (d) The Company has never been obligated to contribute to any "multiemployer
plan" (as defined in Section 4001(a)(3) of ERISA) or any Employee Benefit Plan
that is subject to Section 412 of the Code or Title IV of ERISA.

   (e) Except as set forth on Section 2.13 of the Disclosure Schedule, there
are no unfunded obligations under any Company Plan providing benefits after
termination of employment to any employee of the Company (or to any beneficiary
of any such employee), including but not limited to retiree health coverage and
deferred compensation, but excluding continuation of health coverage required
to be continued under Section 4980B of the Code and applicable state law.

   (f) No act or omission has occurred and no condition exists with respect to
any Employee Benefit Plan ever maintained by the Company that would subject the
Company to any fine, penalty, tax or liability of any kind imposed under ERISA
or the Code.

   (g) Each Company Plan (excluding agreements with individual employees,
including without limitation, severance agreements and stock option agreements)
is amendable and terminable unilaterally by the Company at any time without
liability to the Company (other than for benefits accrued through the date of
such termination or expenses of termination), and no Company Plan, plan
documentation or agreement, summary plan description or other written
communication distributed generally to employees by its terms prohibits the
Company from amending or terminating any such plan.

   (h) Each Employee Benefit Plan which is required to satisfy Section
401(k)(3) or Section 401(m)(2) of the Code has been tested for compliance with,
and has satisfied the requirements of, Section 401(k)(3) and Section 401(m)(2)
of the Code for each plan year ending prior to the Closing Date.

   (i) The assets of each uninsured Company Plan which is funded are reported
at their fair market value on the books and records of such plan.

   (j) The Company has complied in all respects with the applicable
requirements of Section 4980 B of the Code, Subtitle K, Chapter 100 of the Code
and Sections 601 through 608 and Section 701 et seq. of ERISA.

   (k) All material filings and reports as to each Employee Benefit Plan
required to have been made on or before the Closing Date to the Internal
Revenue Service or to the United States Department of Labor have been or will
be duly made by the Closing Date.

   (l) Section 2.13 of the Disclosure Schedule discloses each: (i) agreement
with any director, executive officer or other employee of the Company (A) the
benefits of which are contingent, or the terms of which are materially altered,
upon the occurrence of a transaction involving the Company of the nature of any
of the transactions contemplated by this Agreement, (B) providing any term of
employment or compensation

                                      A-13
<PAGE>

guarantee or (C) providing severance benefits or other benefits after the
termination of employment of such director, executive officer or employee; and
(ii) agreement or plan binding the Company, including without limitation any
stock option plan, stock appreciation right plan, restricted stock plan, stock
purchase plan, severance benefit plan or employee benefit plan, any of the
benefits of which will be increased, or the vesting of the benefits of which
will be accelerated, by the occurrence of any of the transactions contemplated
by this Agreement or the value of any of the benefits of which will be
calculated on the basis of any of the transactions contemplated by this
Agreement.

   (m) The Company is not, and never has been, a member of (i) a controlled
group of corporations (as defined in Section 414(b) of the Code), (ii) a group
of trades or businesses under common control (as defined in Section 414(c) of
the Code), or (iii) an affiliated service group (as defined in Section 414(m)
of the Code).

   2.14 Material Contracts; Property and Leases.

    (a) Except as set forth in Section 2.14 of the Disclosure Schedule the
Company is not a party to or subject to:

      (i) any employment contract or arrangement, written or oral, with any
  officer, consultant, independent contractor, agent, director or employee;

     (ii) any lease providing for annual rentals of $100,000 or more or any
  lease for real property;

     (iii) any contract for the purchase of equipment, materials or supplies
  or for construction requiring aggregate payments in any twelve-month period
  by or to the Company that are expected to be $50,000 or more;

     (iv) any sales, distribution or other similar agreement providing for
  the sale, distribution or marketing of products, materials, supplies,
  goods, services or equipment and requiring aggregate payments in any
  twelve-month period to the Company that are expected to be $50,000 or more;

     (v) any partnership, joint venture, or other similar contract,
  arrangement or agreement;

     (vi) any contract relating to indebtedness for borrowed money involving
  an amount outstanding on or after December 31, 1998 (whether incurred,
  assumed, guaranteed or secured by any asset);

     (vii) any written material arrangement concerning confidentiality, or
  any arrangement concerning assignment of inventions or non-competition or
  involving material Intellectual Property;

     (viii) any written arrangement that prohibits the Company from freely
  engaging in business anywhere in the world;

     (ix) any written arrangement involving any stockholder, executive
  officer or director of the Company or their affiliates, as defined in Rule
  12b-2 under the Exchange Act ("Affiliates");

     (x) any written arrangement not otherwise listed on Section 2.14 of the
  Disclosure Schedule under which the consequences of a default or
  termination would reasonably be expected to have a Material Adverse Effect;

     (xi) any collective bargaining agreements or other contracts or
  commitments to or with any labor union, representative or group of
  employees;

     (xii) any agreement relating to the acquisition or disposition of
  assets, businesses or companies (whether by sale of assets, sale of stock,
  merger or otherwise) with a purchase price (in cash, stock, or other
  consideration) of over $500,000; or

     (xiii) any other written arrangement (or group of related arrangements)
  involving more than $100,000 or which is material to the Company taken as a
  whole.

                                      A-14
<PAGE>

   (b) The Company has made available to the Buyer a correct and complete copy
of each written arrangement (as amended to date) listed in Section 2.14 of the
Disclosure Schedule. Except as set forth in Section 2.14 of the Disclosure
Schedule, with respect to each written arrangement so listed: (i) the written
arrangement is legal, valid, binding and enforceable against the Company and to
the knowledge of the Company is valid, binding and enforceable against each
other party thereto, and the written agreement is in full force and effect;
(ii) with respect to written arrangements to which the Company is a party, the
written arrangement will continue to be legal, valid, binding and enforceable
against the Company and to the knowledge of the Company is valid, binding and
enforceable against each other party thereto, and the written agreement is and
will be in full force and effect immediately following the Closing in
accordance with the terms thereof as in effect prior to the Closing; and (iii)
neither the Company, nor, to the Company's knowledge, any other party is in
material breach or default, and no event has occurred which with notice or
lapse of time would constitute a material breach or default or permit
termination, modification or acceleration under the written arrangement by the
Company as to the Company's knowledge, by any other party thereto, nor is there
any material dispute between the parties thereto. The Company is not a party to
any oral contract, agreement or other arrangement which, if reduced to written
form, would be required to be listed in Section 2.14 of the Disclosure Schedule
under the terms of this Section 2.14.

   (c) The Company has good and valid title to all of the tangible personal
property reflected on the balance sheet contained in the Interim Financial
Statements (other than property sold, consumed or otherwise disposed of in the
Ordinary Course of Business since the date of the balance sheet contained in
the Interim Financial Statements), free and clear of all Liens, other than (i)
Liens for taxes and assessments not yet due or otherwise being contested in
good faith, (ii) mechanic's, materialmen's and like Liens arising under
operation of law for amounts not yet due or otherwise being contested in good
faith; (iii) liens under the Bank Agreements; and (iv) imperfections in title
which do not prevent the assets from being used for the purpose for which they
are currently being used or otherwise materially impair the operations of the
Company. The tangible personal property owned or used by the Company is in
condition sufficient and adequate to permit the Company to carry on its
business as presently conducted.

   (d) The Company does not own any real property. Section 2.14 of the
Disclosure Schedule lists all real property leased or subleased to or by the
Company. The Company has made available to the Buyer correct and complete
copies of the leases and subleases (as amended to date) listed therein. With
respect to each such lease and sublease:

     (i) The lease or sublease is legal, valid, binding, enforceable against
  the Company, and to the knowledge of the Company, against each other party
  thereto, and is in full force and effect. In the case of any sublease from
  the Company to any subtenant, the Company, has obtained all landlord and
  other consents required in connection with such sublease.

     (ii) The lease or sublease will continue to be legal, valid, binding,
  enforceable against the Company and to the knowledge of the Company,
  against each other party thereto, and is and in full force and effect
  immediately following the Closing in accordance with the terms thereof as
  in effect prior to the Closing.

     (iii) Neither the Company nor, to the Company's knowledge, any other
  party to the lease or sublease, is in material breach or default, and no
  event has occurred which, with notice or lapse of time, would constitute a
  material breach or default or permit termination, modification or
  acceleration thereunder by any other party thereto or, to the Company's
  knowledge, by the Company.

     (iv) There are no disputes, oral agreements or forbearance programs to
  which the Company is a party in effect as to the lease or sublease.

     (v) The Company has not assigned, transferred, conveyed, mortgaged,
  deeded in trust or encumbered any interest in the leasehold or
  subleasehold.

     (vi) All facilities leased or subleased by the Company thereunder are
  supplied with utilities necessary for the operation of said facilities.

                                      A-15
<PAGE>

     (vii) None of such leases or subleases has been capitalized on the
  balance sheet contained in the Interim Financial Statements.

     (viii) The Company has obtained consents for all alterations made as of
  the date hereof to each such facility and, upon the expiration or earlier
  termination of the lease or sublease with respect thereto, shall not be
  obligated to remove any such alterations or restore the premises to the
  condition they were in prior to the time such alterations were undertaken,
  except for removal or restoration obligations which individually or in the
  aggregate do not exceed $25,000.

   2.15 Permits. Section 2.15 of the Disclosure Schedule sets forth a list of
each material permit, license, registration, certificate, order, approval or
authorization from any Governmental Entity used in the business or operations
of the Company as presently conducted ("Permit") and the status thereof
(including without limitation those issued or required under Environmental
Laws, as defined in Section 2.21 below) issued to or held by the Company. Such
listed Permits are the only Permits that are required for the Company to
conduct the business of the Company as presently conducted or proposed to be
conducted. Each such Permit is in full force and effect and, to the Company's
knowledge, no suspension or cancellation of such Permit is threatened and the
Company has no basis for believing that such Permit will not be renewable upon
expiration. The Company is not in violation of or default under any Permit. No
Permit will be revoked, terminated prior to its normal expiration date,
violated or not renewed as a result of the consummation of the transactions
contemplated by this Agreement.

   2.16 Insurance. Section 2.16 of the Disclosure Schedule sets forth a list
(including the name of the insurer, the name of each insured, the policy
number, the periods of coverage, the scope of coverage and any pending claims
thereunder) of each insurance policy maintained by the Company or under which
the Company is a named insured or otherwise the beneficiary of such coverage.
All of such insurance policies are in full force and effect and the Company is
not in default with respect to its obligations under any of such insurance
policies. None of the transactions contemplated by this Agreement shall
eliminate or alter the coverage provided by such policies for occurrences prior
to Closing, and the Company shall continue to be entitled to the benefit and
recovery under such policies for pre-Closing occurrences (subject to the
deductibles, limits and other terms and conditions of such policies).

   2.17 Compliance with Laws. The Company is conducting and has conducted its
business and operations in compliance with all applicable laws (including rules
and regulations thereunder) currently in effect of any federal, state, local or
foreign government, or Governmental Entity except where the failure to so
comply would not have a Material Adverse Effect with respect to the Company.
The Company has not received any notice of communication from any Governmental
Entity alleging non-compliance with any applicable laws (including rules and
regulations).

   2.18 Finders' Fees. Except for R. S. Cheheyl, whose fees and expenses are
Deductible Obligations, there is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act on behalf of
the Company which is or will be entitled to any fee or commission from the
Company upon consummation of the transactions provided for in this Agreement.

   2.19 Intellectual Property.

   (a) The Company owns or has the right to use all Intellectual Property (as
defined below) necessary (i) to use, develop, manufacture, market and
distribute the products manufactured, marketed, sold or licensed, and to
provide the services provided, by the Company to other parties (together, the
"Customer Deliverables") or (ii) to operate the Company's internal systems that
are material to the business or operations of the Company, including, without
limitation, computer hardware systems, software applications and embedded
systems (the "Internal Systems"; the Intellectual Property owned by or licensed
to the Company and incorporated in or underlying the Customer Deliverables or
the Internal Systems is referred to herein as the "Company Intellectual
Property"). Each item of Company Intellectual Property will be owned or
available for use by the Surviving Corporation immediately following the
Closing on substantially identical terms and conditions as it was immediately
prior to the Closing. The Company has taken all reasonable measures to

                                      A-16
<PAGE>

protect the proprietary nature of each material item of Company Intellectual
Property. To the knowledge of the Company, (a) no other person or entity has
any rights to any of the Company Intellectual Property owned by the Company
(except pursuant to agreements or licenses specified in Section 2.19(c) of the
Disclosure Schedule), and (b) no other person or entity is infringing,
violating or misappropriating any of the Company Intellectual Property. For
purposes of this Agreement, "Intellectual Property" means all (i) patents and
patent applications, (ii) copyrights and registrations thereof, (iii) mask
works and registrations and applications for registration thereof, (iv)
computer software, data and documentation, (v) trade secrets and confidential
business information, whether patentable or unpatentable and whether or not
reduced to practice, know-how, manufacturing and production processes and
techniques, research and development information, copyrightable works,
financial, marketing and business data, pricing and cost information, business
and marketing plans and customer and supplier lists and information, (vi)
trademarks, service marks, trade names, domain names and applications and
registrations therefor and (vii) other proprietary rights relating to any of
the foregoing. Section 2.19(a) of the Disclosure Schedule lists each patent,
patent application, copyright registration or application therefor, mask work
registration or application therefor, and trademark, service mark and domain
name registration or application therefor of the Company.

   (b) None of the Customer Deliverables, or the marketing, distribution,
provision or use thereof, infringes or violates, or constitutes a
misappropriation of, any Intellectual Property rights of any person or entity.
None of the Internal Systems, or the use thereof, infringes or violates, or
constitutes a misappropriation of, any Intellectual Property rights of any
person or entity. Section 2.19(b) of the Disclosure Schedule lists any
complaint, claim or notice, or written threat thereof, received by the Company
alleging any such infringement, violation or misappropriation; and the Company
has provided to the Buyer complete and accurate copies of all written
documentation in the possession of the Company relating to any such complaint,
claim, notice or threat. The Company has made available to the Buyer complete
and accurate copies of all written documentation in the Company's possession
relating to claims or disputes known to the Company concerning any Company
Intellectual Property.

   (c) Section 2.19(c) of the Disclosure Schedule identifies each license or
other agreement (or type of license or other agreement) pursuant to which the
Company has licensed, distributed or otherwise granted any rights to any third
party with respect to, any Company Intellectual Property.

   (d) Section 2.19(d) of the Disclosure Schedule identifies each item of
Company Intellectual Property that is owned by a party other than the Company,
and the license or agreement pursuant to which the Company uses it (excluding
off-the-shelf software programs licensed by the Company pursuant to "shrink
wrap" licenses).

   (e) The Company has not disclosed the source code for any of the software
owned by the Company (the "Software") or other confidential information
constituting, embodied in or pertaining to the Software to any person or
entity, except pursuant to the agreements listed in Section 2.19(e) of the
Disclosure Schedule, and the Company has taken reasonable measure to prevent
disclosure of such source code.

   (f) All of the copyrightable materials (including Software) incorporated in
or bundled with the Customer Deliverables have been created by employees of the
Company within the scope of their employment by the Company or by independent
contractors of the Company who have executed agreements expressly assigning all
right, title and interest in such copyrightable materials to the Company. No
portion of such copyrightable materials was jointly developed with any third
party.

   (g) The Customer Deliverables and the Internal Systems are free from
material defects or programming errors and conform in all material respects to
the written documentation and specifications therefor.

   (h) All of the Customer Deliverables currently being marketed, distributed
or licensed by the Company or which were marketed, distributed or licensed by
the Company since January 1, 1996, and all Internal Systems, are Year 2000
Compliant. The Company is not aware of any failure to be Year 2000 Compliant of

                                      A-17
<PAGE>

any third-party system that is material to the business or operations of the
Company, including without limitation any system belonging to any of the
Company's suppliers, service providers or customers. The Company has made
available to the Buyer all files relating to Year 2000 Compliant testing
conducted by the Company to date.

   (i) For purposes of this Agreement, "Year 2000 Compliant" means that the
applicable system or item:

      (i) will accurately receive, record, store, provide, recognize and
  process all date and time data from, during, into and between the twentieth
  and twenty-first centuries, the years 1999 and 2000 and all leap years;

       (ii) will accurately perform all date-dependent calculations and
  operations (including, without limitation, mathematical operations,
  sorting, comparing and reporting) from, during, into and between the
  twentieth and twenty-first centuries, the years 1999 and 2000 and all leap
  years; and

        (iii) will not malfunction, cease to function or provide invalid or
  incorrect results as a result of (x) the change of years from 1999 to 2000,
  (y) date data, including date data which represents or references different
  centuries, different dates during 1999 and 2000, or more than one century
  or (z) the occurrence of any particular date;

in each case without human intervention, other than original data entry.

   2.20 Employees and Consultants.

   (a) Section 2.20 of the Disclosure Schedule identifies all of the current
employees and consultants of the Company. None of such employees has indicated
to the Company that he or she intends to resign or retire as a result of the
transaction contemplated hereby or otherwise prior to December 31, 1999.

   (b) Section 2.20 of the Disclosure Schedule sets forth the annual
compensation, including all bonuses and fringe benefits, of each officer,
employee or consultant of the Company.

   (c) Section 2.20 of the Disclosure Schedule sets forth the base salary,
annual bonus description of Company benefits and all other forms of
compensation provided to each employee of the Company entitled to a severance
payment.

   (d) The Company has not experienced any strikes, grievances (other than
routine industrial grievances, which in the aggregate are not material),
claims of unfair labor practices or other collective bargaining disputes. No
organizational effort is being made or to the Company's knowledge, has been
threatened by or on behalf of any labor union with respect to employees of the
Company.

   (e) Each such person has entered into a confidentiality and assignment of
inventions agreement with the Company in the form previously delivered to the
Buyer and attached to the Disclosure Schedule.

   (f) No employees of the Company are employed or located outside the United
States.

   2.21 Environment, Health and Safety.

   (a) The Company has complied with, and their operations as of the Closing
Date are in compliance with, all applicable Environmental Laws (as defined
below) except where the failure to comply would not have a Material Adverse
Effect with respect to the Company.

   (b) There is no pending or, to the Company's knowledge, threatened civil or
criminal litigation, written notice of violation or noncompliance, formal
administrative or judicial proceeding claim, cause of action, liability
investigation by any Governmental Entity against the Company relating to any
of the following: (i) violation of any Environmental Law, (ii) violation of
any material permit, license or registration issued under any Environmental
Law, (iii) the disposal discharge or release of Materials of Environmental
Concern (as

                                     A-18
<PAGE>

defined below), whether or not in compliance with Environmental Laws, (iv) the
generation, storage, treatment, transportation, reclamation, recycling or other
handling of Materials of Environmental Concern, whether or not in compliance
with Environmental Laws, (v) the ownership, operation or use of any landfill,
surface impoundment, pit, pond, lagoon, underground injection well, waste pile,
land treatment unit, wastewater treatment plant, air pollution control
equipment, or any other unit used for the storage, disposal, handling or
treatment of Materials of Environmental Concern, (vi) the exacerbation of
previously existing environmental conditions, or (vii) exposure to any
Materials of Environmental Concern, noises, odors, or vibrations at or from any
real property or facility formerly or currently owned, leased, operated or
controlled by the Company. Without limiting the foregoing, the Company has not
been named a "potentially responsible party" or received any correspondence or
notice that it may be named a "potentially responsible party" pursuant to any
Environmental Law.

   (c) There have been no releases of any Materials of Environmental Concern
into the environment at or from (i) any parcel of real property or any facility
formerly or currently owned, leased, operated or controlled by the Company or
(ii) to the Company's knowledge, any facility to which waste of the Company has
been transported for processing, storage or disposal. With respect to any such
releases of Materials of Environmental Concern, the Company has given all
required notices to Governmental Entities. The Company is not aware of any
releases of Materials of Environmental Concern at parcels of real property or
facilities other than those owned, leased, operated or controlled by the
Company that could reasonably be expected to have an impact on such real
property or facilities.

   (d) The Company possess all material permits, licenses and/or registrations
required under Environmental Laws for its business and operations and all such
permits, licenses and/or registrations are valid and in full force and effect.
The Company is in compliance with all lease terms and conditions relating to
all current and former operating facilities to the extent that such lease terms
relate to compliance with Environmental Laws or releases of Materials of
Environmental Concern except where the failure to so comply would not have a
Material Adverse Effect with respect to the Company.

   (e) Section 2.21 of the Disclosure Schedule is a list of all environmental
reports, investigations, audits, assessments, surveys and analyses (whether
conducted by or on behalf of the Company or a third party, and whether done at
the initiative of the Company or directed by a Governmental Entity or other
third party) relating to premises currently or previously owned, leased or
operated by the Company which the Company has possession of or has knowledge
of.

   (f) To the Company's knowledge, all entities, including without limitation
transporters, treatment, storage and disposal facilities and remediation
companies, used by the Company for the transportation, storage, disposal,
treatment or other handling of Materials of Environmental Concern possess all
permits, licenses and registrations required under Environmental Laws. To the
Company's knowledge, there is no previous, pending or threatened civil or
criminal litigation, written notice of violation of noncompliance, formal
administrative or judicial proceedings, investigation, citation, order, consent
order, consent decree, inquiry or information request by any Governmental
Entity, relating to such entities for any violations of Environmental Laws.

   (g)  For purposes of this Agreement, "Environmental Law" means any law,
statute, rule or regulation of any Governmental Entity relating to the
environment or environmental health and safety, including without limitation
any statute, regulation or order pertaining to (i) treatment, storage,
disposal, generation or transportation of industrial, toxic or hazardous
substances or solid or hazardous waste; (ii) air, water and noise pollution;
(iii) groundwater and soil contamination; (iv) the release or threatened
release into the environment of industrial, toxic or hazardous substances, or
solid or hazardous waste, including without limitation emissions, discharges,
injections, spills, escapes or dumping of pollutants, contaminants or
chemicals; (v) underground and other storage tanks or vessels; (vi)
environmental health and safety of employees; and (vii) manufacture,
processing, use, distribution, treatment, storage, disposal, transportation or
handling of pollutants, contaminants, chemicals or industrial, toxic or
hazardous substances or oil or petroleum products or solid or hazardous waste.
As used in this Agreement, the terms "release", "hazardous substance",
"pollutants or contaminants" and

                                      A-19
<PAGE>

"environment" shall have the meanings set forth in the federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") or
pursuant to any applicable Environmental Law, and the terms "solid waste" and
"hazardous waste" shall have the meanings set forth in the federal Resource
Conservation Recovery Act ("RCRA").

   (h) For purposes of this Agreement, "Materials of Environmental Concern"
mean any chemicals, pollutants or contaminants, hazardous substances (as such
terms is defined under CERCLA), toxic materials, oil or petroleum and petroleum
products, or any other material subject to regulation under any Environmental
Law.

   2.22 Accounts Receivable. All accounts receivable of the Company reflected
on the Interim Financial Statements are valid receivables subject to no setoffs
or counterclaims and are current and collectible (within 90 days after the date
on which it first became due and payable), net of the applicable reserve for
bad debts on the Interim Financial Statements. All accounts receivable
reflected in the financial or accounting records of the Company that have
arisen since the Interim Financial Statements are valid receivables subject to
no setoffs or counterclaims and are collectible (within 90 days after the date
on which it first became due and payable), net of a reserve for bad debts.

   2.23 Powers of Attorney. Except as set forth in Section 2.23 of the
Disclosure Schedule, there are no outstanding powers of attorney executed on
behalf of the Company.

   2.24 Customers. Except as set forth in Section 2.24 of the Disclosure
Schedule, there are no customers that accounted for more than 5% of the
revenues of the Company taken as a whole, during the last full fiscal year. No
unfilled customer order or commitment obligating the Company to process or
deliver products or perform services will result in a loss to the Company upon
completion of performance.

   2.25 Suppliers. Section 2.25 of the Disclosure Schedule sets forth a true,
correct and complete list of (i) the names and addresses of each of the
suppliers of the Company which accounted for a dollar volume of purchases by
the Company in excess of $50,000 for the fiscal year ended December 31, 1998
and (ii) the present sole source suppliers of significant goods or services,
other than utilities, for any product or service with respect to which
practical alternative sources of supply are not available on comparable terms
and conditions, indicating the contractual arrangements for continued supply
from each such supplier. The Company believes it has good relations with all of
its suppliers.

   2.26 Acquisitions. Attached hereto as Section 2.26 of the Disclosure
Schedule is a complete and correct list of all acquisitions undertaken by the
Company. Except as set forth in Section 2.26 of the Disclosure Schedule, (i) no
such acquisition involved the issuance of stock, options or warrants by the
Company, or any continuing material obligations of the Company, (ii) all such
acquisitions included the purchase of assets and did not involve a merger or
purchase of stock, and (iii) no such acquisition involved the assumption of
unknown liabilities by the Company except for liabilities which in the
aggregate do not have a Material Adverse Effect.

   2.27 Certain Business Relationships With Affiliates. No Affiliate of the
Company (a) owns any property or right, tangible or intangible, which is used
in the business of the Company, (b) has any claim or cause of action against
the Company, or (c) owes any money to, or is owed any money by, the Company.
Section 2.27 of the Disclosure Schedule describes any transactions or
relationships between the Company and any Affiliate thereof.

   2.28 Books and Records. The minute books and other similar records of the
Company contain complete and accurate records of all actions taken at any
meetings of the Company's stockholders, Board of Directors or any committee
thereof and of all written consents executed in lieu of the holding of any such
meeting. The books and records of the Company accurately reflect in all
material respects the assets, liabilities, business, financial condition and
results of operations of the Company and have been maintained in accordance
with good business and bookkeeping practices.

                                      A-20
<PAGE>

   2.29 Accounting and Tax Matters. To the knowledge of the Company, neither
the Company nor any of its Affiliates has through the date of this Agreement
taken or agreed to take any action that would prevent the Buyer from accounting
for the business combination to be effected by the Merger as a "pooling of
interests" in conformity with GAAP or prevent the Merger from qualifying as a
reorganization within the meaning of Section 368(a) of the Code.

   2.30 Company Action. The Board of Directors of the Company, by special
meeting of the Company's Board of Directors duly held and called, has (a)
determined that the Merger is fair and in the best interests of the Company and
its stockholders, (b) adopted this Agreement in accordance with the provisions
of the Delaware General Corporation Law, and (c) directed that this Agreement
and the Merger be submitted to the Company Stockholders for their adoption and
approval and resolved to recommend that Company Stockholders vote in favor of
the adoption of this Agreement and the approval of the Merger.

   2.31 Government Contracts

   (a) The Company has not been suspended or debarred from bidding on contracts
or subcontracts with any Governmental Entity; no such suspension or debarment
has been threatened or initiated; and the consummation of the transactions
contemplated by this Agreement will not result in any such suspension or
debarment of the Company or the Buyer (assuming that no such suspension or
debarment will result solely from the identity of the Buyer). The Company has
not been or is now being audited or investigated by the United States
Government Accounting Office, the United States Department of Defense or any of
its agencies, the Defense Contract Audit Agency, the contracting or auditing
function of any Governmental Entity with which it is contracting, the United
States Department of Justice, the Inspector General of the United States
Governmental Entity, or any prime contractor with a Governmental Entity; nor
has any such audit or investigation been threatened. There is no valid basis
for (i) the suspension or debarment of the Company from bidding on contracts or
subcontracts with any Governmental Entity or (ii) any claim (including any
claim for return of funds to the Government) pursuant to an audit or
investigation by any of the entities named in the foregoing sentence. The
Company has no agreements, contracts or commitments which require it to obtain
or maintain a security clearance with any Governmental Entity.

   (b) No basis exists for any of the following with respect to any of its
contracts or subcontracts with any Governmental Entity: (i) a Termination for
Default (as provided in 48 C.F.R. Ch.1 '52.249-8, 52.249-9 or similar
sections), (ii) a Termination for Convenience (as provided in 48. C.F.R. Ch.1
'52,241-1, 52.249-2 or similar sections), or a Stop Work Order (as provided in
48 C.F.R. Ch.1 '52.212-13 or similar sections); and the Company has no reason
to believe that funding may not be provided under any contract or subcontract
with any Governmental Entity in the upcoming federal fiscal year.

   2.32 Disclosure. The representations and warranties contained in this
Article II, when taken together with the related Disclosure Schedule, do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements and information contained in
this Article II, when taken together with the related schedules hereto, not
misleading.

                                      A-21
<PAGE>

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE BUYER
                         AND THE TRANSITORY SUBSIDIARY

   Each of the Buyer and the Transitory Subsidiary represents and warrants to
the Company as follows:

     3.1 Organization. Each of the Buyer and the Transitory Subsidiary is a
  corporation duly organized, validly existing and in corporate and tax good
  standing under the laws of the state of its incorporation.

     3.2 Capitalization. The authorized capitalized stock of the Buyer as of
  March 31, 1999, is as set forth in the Quarterly Report on Form 10-Q of the
  Company, as filed with the Securities and Exchange Commission (the "SEC")
  for the quarter ended March 31, 1999 (the "Quarterly Report on Form 10-Q").
  All of the Buyer Common Stock is duly authorized, validly issued, fully
  paid, nonassessable and free of preemptive rights. All of the Merger Shares
  will be, when issued in accordance with this Agreement, duly authorized,
  validly issued, fully paid, nonassessable and free of preemptive rights.
  The authorized capital stock of the Transitory Subsidiary consists of 1,000
  shares of common stock, $.01 par value per share, of which 1,000 shares are
  issued and outstanding and held by the Buyer. The common stock of the
  Transitory Subsidiary represents the only class or series of capital stock
  of the Transitory Subsidiary entitled to vote on the adoption of this
  Agreement. Since the date of its incorporation, the Transitory Subsidiary
  has not engaged in any activity of any nature except in connection with or
  as contemplated by this Agreement.

     3.3 Authorization of Transaction. Each of the Buyer and the Transitory
  Subsidiary has all requisite power and authority to execute and deliver
  this Agreement and (in the case of the Buyer) the Escrow Agreement and to
  perform its obligations hereunder and thereunder. The execution and
  delivery of this Agreement and (in the case of the Buyer) the Escrow
  Agreement by the Buyer and the Transitory Subsidiary and the performance of
  this Agreement and (in the case of the Buyer) the Escrow Agreement the
  consummation of the transactions contemplated hereby and thereby by the
  Buyer and the Transitory Subsidiary have been duly and validly authorized
  by all necessary corporate and stockholder action on the part of the Buyer
  and Transitory Subsidiary (other than approval of the additional shares of
  Buyer Common Stock by stockholders holding a majority of votes represented
  by the outstanding Buyer Common Stock). This Agreement has been duly and
  validly executed and delivered by the Buyer and the Transitory Subsidiary
  and constitutes a valid and binding obligation of the Buyer and the
  Transitory Subsidiary, enforceable against them in accordance with its
  terms, except as such enforceability may be limited by bankruptcy,
  insolvency, reorganization or similar laws affecting creditor's rights
  generally.

     3.4 Noncontravention. Subject to compliance with the applicable
  requirements of the Securities Act, any applicable state securities laws,
  the Exchange Act and the filing of the Certificate of Merger as required by
  the Delaware General Corporation Law, the execution and delivery of this
  Agreement and the agreements provided for herein, and the consummation by
  the Buyer or the Transitory Subsidiary of the transactions contemplated
  hereby or thereby (including the issuance of the Merger Shares), will not
  (a) conflict with or violate any provision of the charter or by-laws of the
  Buyer or the Transitory Subsidiary, (b) require on the part of the Buyer or
  the Transitory Subsidiary any filing with, or permit, authorization,
  consent or approval of, any Governmental Entity, (c) conflict with, result
  in breach of, constitute (with or without due notice or lapse of time or
  both) a default under, result in the acceleration of, create in any party
  any right to accelerate, terminate, modify or cancel, or require any
  notice, consent or waiver under, any contract, lease, sublease, license,
  sublicense, franchise, permit, indenture, agreement or mortgage for
  borrowed money, instrument of indebtedness, Security Interest or other
  arrangement to which the Buyer or Transitory Subsidiary is a party or by
  which either is bound or to which any of their assets are subject, or (d)
  violate any order, writ, injunction, decree, statute, rule or regulation
  applicable to the Buyer or the Transitory Subsidiary or any of their
  properties or assets.

     3.5 Reports and Financial Statements. The Buyer has previously furnished
  or made available to the Company complete and accurate copies, as amended
  or supplemented, of its (a) Annual Report on Form 10-K and (b) all other
  reports filed by the Buyer under Section 13 of the Exchange Act with the
  SEC since

                                      A-22
<PAGE>

  December 31, 1998 (such reports, together with any amendments or
  supplements thereto are collectively referred to herein as the "Buyer
  Reports"). The Buyer Reports constitute all of the documents required to be
  filed by the Buyer under Section 13 or subsection (a) or (c) of Section 14
  of the Exchange Act with the SEC from December 31, 1998 through the date of
  this Agreement. The Buyer Reports complied in all material respects with
  the requirements of the Exchange Act and the rules and regulations
  thereunder when filed. As of their respective dates, the Buyer Reports did
  not contain any untrue statement of a material fact or omit to state a
  material fact required to be stated therein or necessary to make the
  statements therein, in light of the circumstances under which they were
  made, not misleading. All exhibits required to be filed in connection with
  the Buyer Reports have been filed by the Buyer.

     3.6 Accounting and Tax Matters. To the knowledge of the Buyer, neither
  the Buyer nor any of its Affiliates has through the date of this Agreement
  taken or agreed to take any action that would prevent the Buyer from
  accounting for the business combination to be effected by the Merger as a
  "pooling of interests" in conformity with GAAP or prevent the Merger from
  qualifying as a reorganization within the meaning of Section 368(a) of the
  Code.

     3.7 Brokers' Fees. Other than the Buyer's obligation to pay the fees of
  PaineWebber Incorporated, neither the Buyer nor the Transitory Subsidiary
  has any liability or obligation to pay any fees or commissions to any
  broker, finder or agent with respect to the transactions contemplated by
  this Agreement.

     3.8 Disclosure. No representation or warranty by the Buyer contained in
  this Agreement, and no statement contained in any document, certificate or
  other instrument delivered to or to be delivered by or on behalf of the
  Buyer pursuant to this Agreement, contains or will contain any untrue
  statement of a material fact or omit or will omit to state any material
  fact necessary, in light of the circumstances under which it was or will be
  made, in order to make the statements herein or therein not misleading.

                                      A-23
<PAGE>

                                   ARTICLE IV

                                   COVENANTS

   4.1 Best Efforts. Each of the Parties shall use its best efforts to take all
actions and to do all things necessary, proper or advisable to consummate the
transactions contemplated by this Agreement, including without limitation,
ensuring that (i) its representations and warranties remain true and correct in
all material respects through the Closing Date and (ii) the conditions to the
obligations of the other parties to consummate the Merger are satisfied.
Notwithstanding the foregoing, the Buyer shall not be required to sell or
dispose of or hold separately (through a trust or otherwise) any assets or
business of the Buyer or any of its Affiliates.

   4.2 Notices and Consents. The Company shall use its best efforts to obtain,
at its expense, all such waivers, permits, consents, approvals or other
authorizations from third parties and Governmental Entities, and to effect all
such registrations, filings and notices with or to third parties and
Governmental Entities, as may be required by or with respect to the Company in
connection with the transactions contemplated by this Agreement (including
without limitation those listed in Section 2.4 or Section 2.16 of the
Disclosure Schedule). Each of the Buyer and the Transitory Subsidiary shall use
its best efforts to obtain, at its expense, all such waivers, permits,
consents, approvals or other authorizations from third parties and Governmental
Entities, and to effect all such registrations, filings and notices with or to
third parties and Governmental Entities, as may be required by or with respect
to the Buyer or the Transitory Subsidiary, as the case may be, in connection
with the transactions contemplated by this Agreement.

   4.3 Stockholder Approval.

   (a) The Company shall hold one or more special meetings of stockholders in
accordance with the applicable requirements of the Delaware General Corporation
Law and obtain the Requisite Stockholder Approval to enable the Merger to be
effective on the Closing Date (determined without regard to the condition to
closing that the Requisite Stockholder Approval be obtained). The Buyer shall
use its best efforts to obtain, as promptly as practicable, the approval of the
issuance of its shares in connection with the Merger by the stockholders of the
Buyer at a special meeting of the stockholders of the Buyer, as required by the
rules of the Nasdaq Stock Market, in accordance with the applicable
requirements of the Delaware General Corporation Law; provided that the Buyer
shall have no liability to the Company, any Indemnifying Stockholders (as
defined below) or any other person if its stockholders do not approve the
issuance of shares of Buyer Common Stock in connection with the Merger,
provided that the Buyer is not otherwise in breach of this Agreement. The Buyer
shall also engage a proxy solicitation firm to aid the Buyer's efforts to
obtain the approval of its stockholders. In connection with obtaining the
approval of its stockholders, the Buyer shall prepare, with the assistance and
cooperation of the Company, a Registration Statement on Form S-4 (the "S-4
Registration Statement"). The S-4 Registration Statement shall combine a proxy
and a prospectus and shall be used for purposes of offering the Merger Shares
to the Company Stockholders, solicitating proxies from the Company Stockholders
for the purpose of obtaining the Requisite Stockholder Approval and soliciting
proxies from stockholders of the Buyer for the purposes of obtaining approval
of the issuance of its shares in connection with the Merger by the stockholders
of the Buyer (such prospectus/proxy statement, together with the accompanying
letter to stockholders, notice of meeting and form of proxy shall be referred
to herein as the "Prospectus/Proxy Statement"). The Company agrees to fully
cooperate with the Buyer in the preparation of the S-4 Registration Statement,
and shall, upon request, furnish the Buyer with all information concerning it
and its affiliates, directors, officers and stockholders as the Buyer may
reasonably request in connection with the preparation of the S-4 Registration
Statement. The Company shall prepare the portions of the S-4 Registration
Statement relating to the Company including but not limited to the Company's
financial information, management of the Company, description of the Company's
business, executive compensation of the Company, the recommendation of the
Company's Board of Directors, dissenters rights, risk factors relating to the
Company, and the Company portions of background of the Merger, reasons for the
Merger, interests of certain persons in the Merger, security ownership of
certain beneficial owners and management and comparison of stockholder rights.

                                      A-24
<PAGE>

   (b) The Buyer shall file the S-4 Registration Statement with the SEC and
shall, with the assistance of the Company, promptly respond to any SEC comments
on the S-4 Registration Statement and shall otherwise use its best efforts to
have the S-4 Registration Statement declared effective under the Securities Act
as promptly as practicable. Promptly following such time as the S-4
Registration Statement is declared effective, the Company shall distribute the
Prospectus/Proxy Statement to its stockholders and the Buyer shall distribute
the Prospectus/Proxy Statement to its stockholders. The Buyer shall comply with
all applicable provisions of and rules under the Securities Act and the
Exchange Act and state securities laws in the preparation and filing of the S-4
Registration Statement, the offering and issuance of the Merger Shares, the
filing and distribution of the Proxy Statement, the solicitation of proxies
thereunder, and the calling and holding of the special meeting of stockholders
of the Buyer. The Buyer shall also ensure that any S-4 Registration Statement
filed by the Buyer does not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading (provided that the Buyer shall not
be responsible for the accuracy and completeness of information relating to the
Company or any other information furnished by the Company in writing for
inclusion in the S-4 Registration Statement).

   (c) The Company shall ensure that the Prospectus/Proxy Statement does not
contain an untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statement made,
under the circumstances under which it is made, not misleading (provided that
the Company shall not be responsible for the accuracy or completeness of any
information relating to the Buyer or furnished by the Buyer in writing for
inclusion in the Prospectus/Proxy Statement).

   (d) The Company, acting through its Board of Directors, shall include in the
Prospectus/Proxy Statement the unanimous recommendation of its Board of
Directors eligible to vote on such matters that the Company Stockholders vote
in favor of the adoption of this Agreement and the approval of the Merger.
Notwithstanding the foregoing, the obligation set forth in the foregoing
sentence shall not apply (and the Board of Directors shall be permitted to
modify or withdraw any such recommendation previously made) if the Board of
Directors of the Company concludes in good faith, after consultation with its
outside legal counsel, that the fiduciary duties of the Board of Directors
under applicable law prohibit it from fulfilling the obligations in the
foregoing sentence; provided, however, that nothing shall limit the obligation
of the Company to otherwise use its best efforts to fulfill all of its
obligations under this Agreement, including without limitation, the Company's
obligations under Section 4.3(a).

   (e) The Buyer, acting through its Board of Directors, shall include in the
Prospectus/Proxy Statement the unanimous recommendation of its Board of
Directors eligible to vote on such matters that the stockholders of the Buyer
vote in favor of the issuance of its shares in connection with the Merger.
Notwithstanding the foregoing, the obligation set forth in the foregoing
sentence shall not apply (and the Board of Directors shall be permitted to
modify or withdraw any such recommendation previously made) if the Board of
Directors of the Buyer concludes in good faith, after consultation with its
outside legal counsel, that the fiduciary duties of the Board of Directors
under applicable law prohibit it from fulfilling the obligations in the
foregoing sentence; provided, however, that nothing shall limit the obligation
of the Buyer to otherwise use its best efforts to fulfill all of its
obligations under this Agreement, including without limitation, the Buyer's
obligations under Section 4.3(b).

   4.4 Hart-Scott-Rodino Act. Each of the Parties shall use reasonable efforts
to cause any of its stockholders to promptly file any Notification and Report
Forms and related material that such stockholders may be required to file with
the Federal Trade Commission and the Antitrust Division of the United States
Department of Justice under the HSR Act, and shall use best efforts to cause
such stockholders to obtain an early termination of the applicable waiting
period, and shall make any further filings or information submissions pursuant
thereto that may be necessary, proper or advisable.

   4.5 Operation of Business. Except as contemplated by this Agreement, during
the period from the date of this Agreement to the Effective Time, the Company
shall conduct its operations in the Ordinary Course of Business and in
compliance with all applicable laws and regulations and, to the extent
consistent therewith, use

                                      A-25
<PAGE>

all reasonable efforts to preserve intact its current business organization,
keep its physical assets in good working condition, keep available the services
of its current officers and employees and preserve its relationships with
customers, suppliers and others having business dealings with it to the end
that its goodwill and ongoing business shall not be impaired in any material
respect. Without limiting the generality of the foregoing, prior to the
Effective Time, the Company shall not, without the prior written consent of the
Buyer:

     (a) except as set forth on Section 4.5(a) of the Disclosure Schedule,
  issue, sell, deliver or agree or commit to issue, sell or deliver (whether
  through the issuance or granting of options, warrants, commitments,
  subscriptions, rights to purchase or otherwise) or authorize the issuance,
  sale or delivery of, or redeem or repurchase, any stock of any class or any
  other securities or any rights, warrants or options to acquire any such
  stock or other securities (except pursuant to the conversion or exercise of
  convertible securities, Options or warrants outstanding on the date
  hereof), or amend any of the terms of any such convertible securities,
  Options or warrants;

     (b) split, combine or reclassify any shares of its capital stock; or
  declare, set aside or pay any dividend or other distribution (whether in
  cash, stock or property or any combination thereof) in respect of its
  capital stock;

     (c) except as set forth on Section 4.5(c) of the Disclosure Schedule,
  create, incur or assume any indebtedness not currently outstanding
  (including obligations in respect of capital leases); assume, guarantee,
  endorse or otherwise become liable or responsible (whether directly,
  contingently or otherwise) for the obligations of any other person or
  entity; or make any loans, advances or capital contributions to, or
  investments in, any other person or entity;

     (d) enter into, adopt or amend any Employee Benefit Plan or any
  employment or severance agreement or arrangement of the type described in
  Section 2.13(l) or (except for normal increases in the Ordinary Course of
  Business) increase in any manner the compensation or fringe benefits of, or
  materially modify the employment terms of, its directors, officers or
  employees, generally or individually, or pay any benefit not required by
  the terms in effect on the date hereof of any existing Employee Benefit
  Plan;

     (e) acquire, sell, lease, encumber or dispose of any assets or property,
  other than purchases and sales of assets in the Ordinary Course of
  Business;

     (f) amend its Certificate of Incorporation or By-laws;

     (g) change in any material respect its accounting methods, principles or
  practices, except insofar as may be required by law or by a generally
  applicable change in GAAP;

     (h) discharge or satisfy any Lien or pay any obligation or liability
  other than in the Ordinary Course of Business;

     (i) mortgage or pledge any of its property or assets or subject any such
  assets to any Lien;

     (j) sell, assign, transfer or license any Intellectual Property, other
  than in the Ordinary Course of Business;

     (k) enter into, amend, terminate, take or omit to take any action that
  would constitute a violation of or default under, or waive any rights
  under, any material contract or agreement;

     (l) make or commit to make any capital expenditure in excess of $100,000
  per expenditure or $750,000 in the aggregate;

     (m) take any action or fail to take any action permitted by this
  Agreement with the knowledge that such action or failure to take action
  would result in any of the conditions to the Merger set forth in Article V
  not being satisfied;

     (n) take any action that would jeopardize the treatment of the Merger as
  a "pooling of interests" for accounting purposes;

     (o)  agree in writing or otherwise to take any of the foregoing actions;

                                      A-26
<PAGE>

     (p)  make any material Tax election, provided that the Buyer's consent
  shall not be unreasonably withheld; or

     (q) hire any new employees for a salary in excess of $100,000 per annum.

   The provisions of this Section 4.5 shall not preclude the Company from using
cash on hand to pay, prior to the Closing Date, indebtedness and other amounts
constituting Deductible Obligations.

   4.6 Access to Information.

   (a) The Company shall permit representatives of the Buyer to have full
access (at all reasonable times, and in a manner so as not to interfere with
the normal business operations of the Company) to all premises, properties,
financial and accounting records, contracts, other records and documents, and
personnel, of or pertaining to the Company.

   (b) Within 15 days after the end of each month ending prior to the Closing,
beginning with July 31, 1999, and within 30 days of the end of each fiscal
quarter ending prior to the Closing, beginning with June 30, 1999, the Company
shall furnish to the Buyer an unaudited income statement for such month and/or
quarter, and a balance sheet as of the end of such month and/or quarter,
prepared on a basis consistent with the Financial Statements. Financial
statements shall present fairly the financial condition and results of
operations of the Company as of the date thereof and for the period covered
thereby, and shall be consistent with the books and records of the Company.

   4.7 Notice of Breaches. The Company shall promptly deliver to the Buyer
written notice of any event or development that would (a) render any statement,
representation or warranty of the Company or the Company Stockholders in this
Agreement (including the Disclosure Schedule) inaccurate or incomplete in any
material respect, or (b) constitute or result in a breach by the Company or the
Company Stockholders of, or a failure by the Company or the Company
Stockholders to comply with, any agreement or covenant in this Agreement
applicable to such party. The Buyer shall promptly deliver to the Company
written notice of any event or development that would (i) render any statement,
representation or warranty of the Buyer or the Transitory Subsidiary in this
Agreement inaccurate or incomplete in any respect or (ii) constitute or result
in a breach by the Buyer or the Transitory Subsidiary of, or a failure by the
Buyer or the Transitory Subsidiary to comply with, any agreement or covenant in
this Agreement applicable to such party. No disclosure shall be deemed to avoid
or cure any such misrepresentation or breach.

   4.8 Exclusivity. The Company shall not, and the Company shall cause each of
the Company's officers, directors, employees, representatives and agents not
to, directly or indirectly, (a) encourage, solicit, initiate, engage or
participate in discussions or negotiations with any person or entity (other
than the Buyer) concerning any merger, consolidation, sale of material assets,
tender offer, recapitalization, accumulation of Company Shares, proxy
solicitation or other business combination involving the Company, or any
division of the Company or (b) provide any non-public information concerning
the business, properties or assets of the Company to any person or entity
(other than the Buyer); provided that nothing contained in this Agreement shall
prevent the Board of Directors of the Company from referring any third party to
this Section 4.8 or providing any third party with a copy of this Section 4.8.
The Company shall immediately notify the Buyer of, and shall disclose to the
Buyer all details of, any inquiries, discussions or negotiations of the nature
described in the first sentence of this Section 4.8.

   4.9 Agreement from Certain Affiliates of the Company. Prior to the execution
of this Agreement, the Buyer and the Company shall have provided to each other
a list of those persons or entities who are Affiliates of the Buyer or the
Company, respectively. The Buyer and the Company shall also have provided each
other such information and documents as the Company or the Buyer shall have
reasonably requested for purposes of reviewing such list and shall notify the
other party in writing regarding any change in the identity of its Affiliates
prior to the Closing Date. In order to help ensure that the Merger will be
accounted for as a "pooling of interests", that the issuance of and any resale
of the Merger Shares will comply with the Securities Act and

                                      A-27
<PAGE>

that the Merger will be treated as a tax-free reorganization, each of the
Company and the Buyer is delivering to each other simultaneously herewith, an
Affiliate Agreement, in the form attached hereto as Exhibit B-1 (in the case of
Affiliates of the Company) or Exhibit B-2 (in the case of Affiliates of the
Buyer) (an "Affiliate Agreement"), executed by each of its Affiliates. The
Buyer shall be entitled to place appropriate legends on the certificates
evidencing any Merger Shares to be issued to Affiliates of the Company, and to
issue appropriate stop transfer instructions to the transfer agent for the
Buyer Common Stock, setting forth restrictions on transfer consistent with the
terms of the Affiliate Agreement.

   4.10 Indemnification.

   (a) The Buyer shall not, for a period of six years after the Effective Time,
take any action to alter or impair any exculpatory or indemnification
provisions now existing in the Certificate of Incorporation or By-laws of the
Company for the benefit of any individual who served as a director or officer
of the Company at any time prior to the Effective Time, except for any changes
which may be required to conform with changes in applicable law and any changes
which do not affect the application of such provisions to acts or omissions of
such individuals prior to the Effective Time.

   (b) From and after the Effective Time, the Buyer agrees that it will, and
will cause the Surviving Corporation to, indemnify and hold harmless each
present and former director and officer of the Company (the "Indemnified
Executives") against any costs or expenses (including attorneys' fees),
judgments, fines, losses, claims, damages, liabilities or amounts paid in
settlement incurred in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative,
arising out of or pertaining to matters existing or occurring at or prior to
the Effective Time, whether asserted or claimed prior to, at or after the
Effective Time, to the fullest extent permitted under Delaware law (and the
Buyer and the Surviving Corporation shall also advance expenses as incurred to
the fullest extent permitted under Delaware law, provided the Indemnified
Executive to whom expenses are advanced provides an undertaking to repay such
advances if it is ultimately determined that such Indemnified Executive is not
entitled to indemnification).

   (c) For a period of six years after the Effective Time, the Buyer shall
cause the Surviving Corporation to maintain (to the extent available in the
market) in effect a directors' and officers' liability insurance policy
covering those persons who are currently covered by the Company's directors'
and officers' liability insurance policy (a copy of which has been heretofore
delivered to the Buyer) with coverage in amount and scope at least as favorable
to such persons as the Company's existing coverage; provided, that in no event
shall Buyer or the Surviving Corporation be required to expend in excess of
125% the annual premium currently paid by the Company for such coverage.

   4.11 Listing Merger Shares. The Buyer shall use its best efforts to list the
Merger Shares on the Nasdaq National Market.

   4.12 Voting Agreements. Simultaneous with the execution of this Agreement,
the Company has caused the Voting Agreement in the form attached hereto as
Exhibit C-1 (the "Company Voting Agreement"), to be executed by all officers,
directors and holders of 5% or more of the Company's securities, and delivered
to the Buyer. The signatories of the Company Voting Agreement represent greater
than 90% of the outstanding voting securities of the Company. Simultaneous with
the execution of this Agreement, the Buyer has caused the Voting Agreement on
the form attached hereto as Exhibit C-2 to be executed by all named executive
officers, as identified on the Buyer's most recent Proxy Statement, and
directors, and delivered to the Company.

   4.13 Existing Voting Agreement. Pursuant to the Voting Agreement, dated
January 2, 1996, by and among the Company and Avi Corfas, B.C. Krishna, Howard
Webber, Daniel E. Latham, Julie A. Melbin and Joel Bresler, each of B.C.
Krishna, Daniel E. Latham, Julie A. Melbin and Howard Webber (collectively, the
"Designated Stockholders") shall irrevocably agree in writing to vote in favor
of the adoption of this Agreement and the approval of the Merger, and,
therefore, requiring that each other stockholder of the Company that is a party
to such agreement vote in accordance with the direction of the majority in
number of

                                      A-28
<PAGE>

the Designated Stockholders. The Company has delivered to the Buyer written
evidence of the irrevocable vote of the Designated Stockholders simultaneous
with the execution of this Agreement.

   4.14 Employment Agreements. Simultaneous with the execution of this
Agreement, the Buyer and each of Ronald Matros, Carol Mitchell, Julie A.
Melbin, Daniel E. Latham and B.C. Krishna shall execute employment agreements
in the form and substance acceptable to Buyer.

   4.15 Section 16. Assuming that the Company delivers to Buyer the Section 16
Information (as defined below) in a timely fashion, the Board of Directors of
Buyer, or a committee of two or more Non-Employee Directors thereof (as such
item is defined for purposes of Rule 16b-3 under the Exchange Act), shall adopt
resolutions prior to the consummation of the Merger, providing that the receipt
by the Company Insiders (as defined below) of Buyer Common Stock in exchange
for the Company Shares, and of options for Buyer Common Stock upon conversion
of the Options, in each case pursuant to the transactions contemplated hereby
and to the extent such securities are listed in the Section 16 Information, are
intended to be exempt from liability pursuant to Section 16(b) under the
Exchange Act. Such resolutions shall comply with the approval conditions of
Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption,
including, but not limited to, specifying the name of the Company Insiders, the
number of securities to be acquired or disposed of for each such person, the
material terms of any derivative securities, and that the approval is intended
make the receipt of such securities exempt pursuant to Rule 16b-3(d). "Section
16 Information" shall mean information accurate in all respects regarding the
Company Insiders, the number of Company Shares held by each such Company
Insider and expected to be exchanged for Buyer Common Stock in the Merger, and
the number and description of the Options held by each such Company Insider and
expected to be converted into options on Buyer Common Stock in connection with
the Merger. "Company Insiders" shall mean those officers and directors of the
Company who will be subject to the reporting requirements of Section 16(b) of
the Exchange Act with respect to Buyer and who are listed in the Section 16
Information.

   4.16 [Intentionally omitted.]

   4.17 Funding Commitment. Following the execution of this Agreement, the
Company shall use its best efforts to enter into a loan agreement with Silicon
Valley Bank documenting a $2,000,000 loan with terms substantially similar to
those set forth in the Financing Proposal attached hereto as Exhibit D-1. In
addition, the Company and the Buyer shall have entered into a funding
commitment in the amount of $1,000,000 as attached hereto as Exhibit D-2. The
proceeds of the foregoing loans shall be used to enable the Company to fund its
operations in accordance with its existing business plan and to otherwise carry
out its business in the Ordinary Course of Business through the Final Date (as
defined below).

   4.18 Pooling. The Company and the Buyer shall use their respective best
efforts to allow the Buyer to account for the business combination to be
effected by the Merger as a "pooling of interests" in conformity with GAAP and
in connection therewith the Company and the Buyer shall use their respective
best efforts to cause the following to be delivered to the Buyer:

     (a) a letter from PricewaterhouseCoopers LLP, auditors for the Company,
  in a form reasonably satisfactory to the Buyer, to the effect that the
  Company is "poolable" for accounting purposes under Accounting Principles
  Board Opinion No. 16; and

     (b) a letter from Arthur Andersen LLP, auditors for the Buyer, in a form
  reasonably satisfactory to the Buyer, to the effect that (i) the Buyer is
  "poolable" for accounting purposes under Accounting Principles Board
  Opinion No. 16 and (ii) the Buyer may treat the Merger as a "pooling of
  interests" for accounting purposes under Accounting Principles Board
  Opinion No. 16.

   4.19 Reseller Agreement. Following the execution of this Agreement, the
Company and the Buyer agree to enter into good faith negotiations to enter into
a non-exclusive reseller agreement on industry standard terms with no up-front,
prepaid amounts due or minimum requirements, pursuant to which the Buyer will
be able to resell the Company's IPS product prior to the Closing.

                                      A-29
<PAGE>

                                   ARTICLE V

                      CONDITIONS TO CONSUMMATION OF MERGER

   5.1 Conditions to Each Party's Obligations. The respective obligations of
each Party to consummate the Merger are subject to the satisfaction of the
following condition:

     (a) the authorization of additional shares of Buyer Common Stock shall
  have received the approval of the stockholders of the Buyer; and

     (b) all applicable waiting periods (and any extensions thereof) under
  the HSR Act shall have expired or otherwise been terminated.

   5.2 Conditions to Obligations of the Buyer and the Transitory
Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary
to consummate the Merger is subject to the satisfaction (or waiver by the
Buyer) of the following additional conditions:

     (a) the number of Dissenting Shares shall not exceed 3% of the number of
  outstanding Company Shares as of the Effective Time;

     (b) the Company shall have obtained (and shall have provided copies
  thereof to the Buyer) all of the waivers, permits, consents, approvals or
  other authorizations, and effected all of the registrations, filings and
  notices, referred to in the first sentence of Section 4.2 and which are
  necessary for the consummation of the Merger and the transactions
  contemplated hereby or material to the conduct of the Company's business
  other than the waivers, permits, consents, approvals and authorizations
  listed in Section 5.2 of the Disclosure Schedule;

     (c) the representations and warranties of the Company set forth in this
  Agreement shall be true and correct as of the date of this Agreement and
  shall be true and correct as of the Effective Time as though made as of the
  Effective Time, except to the extent that the inaccuracy of any such
  representation or warranty is the result of events or circumstances
  occurring subsequent to the date of this Agreement and any such
  inaccuracies, individually or in the aggregate, would not have a Closing
  Material Adverse Effect or a material adverse effect on the ability of the
  Parties to consummate the transactions contemplated by this Agreement (it
  being agreed that any materiality qualifications in particular
  representations and warranties shall be disregarded in determining whether
  any such inaccuracies would have a Closing Material Adverse Effect for
  purposes of this Section 5.2(c));

     (d) the Company shall have performed or complied with its agreements and
  covenants required to be performed or complied with under this Agreement as
  of or prior to the Effective Time;

     (e) no action, suit or proceeding shall be pending or threatened before
  any Governmental Entity wherein an unfavorable judgment, order, decree,
  stipulation or injunction would (i) prevent consummation of any of the
  transactions contemplated by this Agreement, (ii) cause any of the
  transactions contemplated by this Agreement to be rescinded following
  consummation or (iii) have a Closing Material Adverse Effect on the
  Company, and no such judgment, order, decree, stipulation or injunction
  shall be in effect;

     (f) the Company shall have delivered to the Buyer and the Transitory
  Subsidiary a certificate (without qualification as to knowledge or
  materiality or otherwise) to the effect that each of the conditions
  specified in Section 5.1 and clauses (a) through (e) of this Section 5.2 is
  satisfied in all respects;

     (g) the Buyer and the Transitory Subsidiary shall have received from
  Testa, Hurwitz & Thibeault, LLP, counsel to the Company, an opinion in the
  form attached hereto as Exhibit E, addressed to the Buyer and the
  Transitory Subsidiary and dated as of the Closing Date;

     (h) the Buyer, the Indemnification Representative and the Escrow Agent
  shall have entered into an Escrow Agreement substantially in the form
  attached hereto as Exhibit A and such Agreement shall be in full force and
  effect on the Closing Date in accordance with its terms;


                                      A-30
<PAGE>

     (i) the S-4 Registration Statement shall have become effective in
  accordance with the provisions of the Securities Act, and there shall not
  be in effect any stop order suspending the effectiveness of the S-4
  Registration Statement or any proceeding seeking such a stop order;
  provided, however, that if the SEC does not permit the Buyer to register
  shares of Buyer Common Stock issuable to a stockholder of the Company
  pursuant to the S-4 Registration Statement then the Company is not required
  to register such shares on the S-4 Registration Statement and the Buyer
  will instead register the shares of Buyer Common Stock issuable to such
  stockholder of the Company pursuant to Section 7;

     (j) the Buyer shall have received a letter dated as of a date not more
  than two days prior to the date that the S-4 Registration Statement is
  declared effective and shall have received a subsequent similar letter
  dated as of a date not more than two days prior to the Effective Time, from
  PricewaterhouseCoopers LLP, auditors for the Company, addressed to the
  Buyer in a customary form reasonably satisfactory to the Buyer, containing
  statements and information of the type ordinarily included in accountants'
  "comfort letters" with respect to the financial statements and financial
  information of the Company included in the S-4 Registration Statement;

     (k) this Agreement and the Merger shall have received the Requisite
  Stockholder Approval;

     (l) the Buyer shall have received an opinion from Hale and Dorr LLP,
  counsel to the Buyer and the Transitory Subsidiary, in the form attached
  hereto as Exhibit F dated the Closing Date, to the effect that the Merger
  will constitute a reorganization for federal income tax purposes within the
  meaning of Section 368(a) of the Code. In rendering such opinion, Hale and
  Dorr LLP shall require delivery of and rely upon the representations
  letters delivered by the Buyer and the Company substantially in the forms
  of Exhibit G and Exhibit H hereto;

     (m) the monies contemplated by the funding commitment referenced in
  Section 4.18 have been funded to the extent necessary to enable the Company
  to fund its operations in accordance with its existing business plan and to
  otherwise carry out its business in the Ordinary Course of Business through
  the Final Date;

     (n) the Company shall have terminated its 401(k) Plan or shall have
  amended its 401(k) Plan to exclude all employees other than the employees
  of the Company; and

     (o) within seven (7) days of the date hereof, the Company shall have
  caused Silicon Valley Bank to deliver an amendment to their Warrant to
  Purchase Stock, issued September 25, 1998, which amendment shall be in the
  form of Section 5.2(o) of the Disclosure Schedule.

   5.3 Conditions to Obligations of the Company. The obligation of the Company
to consummate the Merger is subject to the satisfaction of the following
additional conditions:

     (a) the representations and warranties of the Buyer set forth in this
  Agreement shall be true and correct as of the date of this Agreement and
  shall be true and correct as of the Effective Time as though made as of the
  Effective Time, except to the extent that the inaccuracy of any such
  representation or warranty is the result of events or circumstances
  occurring subsequent to the date of this Agreement and any such
  inaccuracies, individually or in the aggregate, would not have a Closing
  Material Adverse Effect or a material adverse effect on the ability of the
  Parties to consummate the transactions contemplated by this Agreement (it
  being agreed that any materiality qualifications in particular
  representations and warranties shall be disregarded in determining whether
  any such inaccuracies would have a Closing Material Adverse Effect for
  purposes of this Section 5.3(a));

     (b) each of the Buyer and the Transitory Subsidiary shall have performed
  or complied with its agreements and covenants required to be performed or
  complied with under this Agreement as of or prior to the Effective Time;

     (c) no action, suit or proceeding shall be pending or threatened before
  any Governmental Entity wherein an unfavorable judgment, order, decree,
  stipulation or injunction would (i) prevent consummation of any of the
  transactions contemplated by this Agreement, (ii) cause any of the
  transactions contemplated

                                      A-31
<PAGE>

  by this Agreement to be rescinded following consummation or (iii) have a
  Closing Material Adverse Effect on the Buyer, and no such judgment, order,
  decree, stipulation or injunction shall be in effect;

     (d) each of the Buyer and the Transitory Subsidiary shall have delivered
  to the Company a certificate (without qualification as to knowledge or
  materiality or otherwise) to the effect that each of the conditions
  specified in Section 5.1 and clauses (a) through (c) of this Section 5.3 is
  satisfied in all respects;

     (e) the Company shall have received from Hale and Dorr LLP, counsel to
  the Buyer and the Transitory Subsidiary, an opinion in the form attached
  hereto as Exhibit I addressed to the Company and dated as of the Closing
  Date;

     (f) the Buyer, the Indemnification Representative and Escrow Agent shall
  have entered into an Escrow Agreement substantially in the form attached
  hereto as Exhibit A and such Agreement shall be in full force and effect on
  the Closing Date in accordance with its terms;

     (g) the Merger Shares shall have been authorized for listing on the
  Nasdaq National Market upon official notice of issuance; and

     (h) the Company shall have received an opinion from Testa, Hurwitz &
  Thibeault, LLP, counsel to the Company, in the form attached hereto as
  Exhibit J dated the Closing Date, to the effect that the Merger will
  constitute a reorganization for federal income tax purposes within the
  meaning of Section 368(a) of the Code. In rendering such opinion, Testa,
  Hurwitz & Thibeault, LLP, shall require delivery of and rely upon the
  representations letters delivered by the Buyer and the Company
  substantially in the forms of Exhibit G and Exhibit H hereto.

                                      A-32
<PAGE>

                                   ARTICLE VI

                                INDEMNIFICATION

   6.1 Indemnification by the Company Stockholders. The Company Stockholders
receiving the Merger Shares pursuant to Section 1.5 (the "Indemnifying
Stockholders") shall indemnify the Buyer in respect of, and hold it harmless
against, any and all debts, obligations and other liabilities (whether
absolute, accrued, contingent, fixed or otherwise, or whether known or unknown,
or due or to become due or otherwise), monetary damages, fines, fees,
penalties, interest obligations, deficiencies, losses and expenses (including
without limitation amounts paid in settlement, interest, court costs, costs of
investigators, fees and expenses of attorneys, accountants, financial advisors
and other experts, and other expenses of litigation) ("Damages") incurred or
suffered by the Surviving Corporation or the Buyer or any Affiliate thereof
resulting from, relating to or constituting:

   (a) any misrepresentation, breach of warranty or failure to perform any
covenant or agreement of the Company contained in this Agreement or the
Certificate delivered pursuant to Section 5.2(f);

   (b) any claim by a stockholder or former stockholder of the Company, or any
other person or entity, seeking to assert, or based upon: (i) ownership or
rights to ownership of any shares of stock of the Company; (ii) any rights of a
stockholder (other than the right to receive the Merger Shares pursuant to this
Agreement or appraisal rights under the applicable provisions of the Delaware
General Corporation Law), including any option, preemptive rights or rights to
notice or to vote; (iii) any rights under the Certificate of Incorporation or
By-laws of the Company; or (iv) any claim that his, her or its shares were
wrongfully repurchased by the Company; or

   (c) any liability arising out of the matters set forth in Section 2.12(a) of
the Disclosure Schedule.

   6.2 Indemnification by the Buyer. The Buyer shall indemnify the Indemnifying
Stockholders in respect of, and hold them harmless against, any and all Damages
incurred or suffered by the Indemnifying Stockholders resulting from, relating
to or constituting any misrepresentation, breach of warranty or failure to
perform any covenant or agreement of the Buyer or the Transitory Subsidiary
contained in this Agreement or the Buyer Certificate.

   6.3 Limitations.

   (a) Notwithstanding anything to the contrary herein, (i) the aggregate
liability of each of the Indemnifying Stockholders and the Buyer for Damages
under this Article VI shall not exceed the fair market value of the Escrow
Property (as defined in the Escrow Agreement), as determined in accordance with
the Escrow Agreement (or in the case of the aggregate liability of the Buyer,
cash equal to the fair market value of the Escrow Property), and (ii) neither
the Indemnifying Stockholders nor the Buyer shall be liable under this Article
VI unless and until the aggregate Damages for which they or it would otherwise
be liable exceed $500,000 (at which point the Indemnifying Stockholders or the
Buyer, as the case may be, shall become liable for the aggregate Damages in
excess of $500,000); provided that the limitation set forth in clause (ii)
above shall not apply to a claim made by the Buyer pursuant to Section 6.1(a)
relating to a breach of the representations and warranties set forth in
Sections 2.1, 2.2, or 2.3 or a claim made by the Indemnifying Stockholders
pursuant to Section 6.2 relating to a breach of the representations and
warranties set forth in Sections 3.1, 3.2 and 3.3. For purposes solely of this
Article VI, all representations and warranties of the Company in Article II and
of the Buyer in Article III shall be construed as if the term "material" and
any reference to "Material Adverse Effect" (and variations thereof) were
omitted from such representations and warranties.

   (b) Except with respect to claims based on fraud, after the Closing, the
rights of the Indemnified Parties (as defined below) under this Article VI and
the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties
with respect to claims resulting from or relating to any misrepresentation,
breach of

                                      A-33
<PAGE>

warranty or failure to perform any covenant or agreement contained in this
Agreement. The Escrow Agreement is intended to secure the indemnification
obligations of the Indemnifying Stockholders under this Agreement.

   (c) No Indemnifying Stockholder shall have any right of contribution against
the Company or the Surviving Corporation with respect to any breach by the
Company of any of its representations, warranties, covenants or agreements.

   6.4 Indemnification Claims.

   (a) A party entitled, or seeking to assert rights, to indemnification under
this Article VI (an "Indemnified Party") shall give written notification to the
party from whom indemnification is sought (an "Indemnifying Party") of the
commencement of any suit or proceeding relating to a third party claim for
which indemnification pursuant to this Article VI may be sought. Such
notification shall be given within 20 business days after receipt by the
Indemnified Party of notice of such suit or proceeding, and shall describe in
reasonable detail (to the extent known by the Indemnified Party) the facts
constituting the basis for such suit or proceeding and the amount of the
claimed damages; provided, however, that no delay on the part of the
Indemnified Party in notifying the Indemnifying Party shall relieve the
Indemnifying Party of any liability or obligation hereunder except to the
extent of any damage or liability caused by or arising out of such failure.
Within 20 days after delivery of such notification, the Indemnifying Party may,
upon written notice thereof to the Indemnified Party, assume control of the
defense of such suit or proceeding with counsel reasonably satisfactory to the
Indemnified Party; provided that (i) the Indemnifying Party may only assume
control of such defense if it acknowledges in writing to the Indemnified Party
that any damages, fines, costs or other liabilities that may be assessed
against the Indemnified Party in connection with such suit or proceeding
constitute Damages for which the Indemnified Party shall be indemnified
pursuant to this Article VI. Notwithstanding the foregoing, the Indemnifying
Party may not assume control of the defense of a suit or proceeding involving
criminal liability or in which equitable relief is sought against the
Indemnified Party. In addition, notwithstanding anything in this Agreement to
the contrary, the Buyer shall control the defense of any claim that the Buyer
certifies in writing to the Indemnifying Party that the Buyer reasonably
believes that the amount of Damages relating to such claim and all other
pending claims may exceed the Value (as defined below) in the Escrow Property.
If the Indemnifying Party does not so assume control of such defense (or does
not have the right to such control), the Indemnified Party shall control such
defense. The party not controlling such defense (the "Non-controlling Party")
may participate therein at its own expense; provided that if the Indemnifying
Party assumes control of such defense and the Indemnified Party reasonably
concludes that the Indemnifying Party and the Indemnified Party have
conflicting interests or different defenses available with respect to such suit
or proceeding, the reasonable fees and expenses of counsel to the Indemnified
Party shall be considered "Damages" for purposes of this Agreement. The party
controlling such defense (the "Controlling Party") shall keep the Non-
controlling Party advised of the status of such suit or proceeding and the
defense thereof and shall consider in good faith recommendations made by the
Non-controlling Party with respect thereto. The Non-controlling Party shall
furnish the Controlling Party with such information as it may have with respect
to such suit or proceeding (including copies of any summons, complaint or other
pleading which may have been served on such party and any written claim,
demand, invoice, billing or other document evidencing or asserting the same)
and shall otherwise cooperate with and assist the Controlling Party in the
defense of such suit or proceeding. The Indemnifying Party shall not agree to
any settlement of, or the entry of any judgment arising from, any such suit or
proceeding without the prior written consent of the Indemnified Party, which
shall not be
unreasonably withheld or delayed. The Indemnified Party shall not agree to any
settlement of, or the entry of any judgment arising from, any such suit or
proceeding without the prior written consent of the Indemnifying Party, which
shall not be unreasonably withheld or delayed.

   (b) In order to seek indemnification under this Article VI, an Indemnified
Party shall give written notification (a "Claim Notice") to the Indemnifying
Party which contains (i) a description and the amount (the "Claimed Amount") of
any Damages incurred or reasonably expected to be incurred by the Indemnified
Party, (ii) a statement that the Indemnified Party is entitled to
indemnification under this Article VI for such Damages and a reasonable
explanation of the basis therefor, and (iii) a demand for payment (in the
manner provided in

                                      A-34
<PAGE>

paragraph (c) below) in the amount of such Damages. If the Indemnified Party is
the Buyer, the Indemnifying Party shall deliver a copy of the Claim Notice to
the Escrow Agent.

   (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party
shall deliver to the Indemnified Party a written response (the "Response") in
which the Indemnifying Party shall: (i) agree that the Indemnified Party is
entitled to receive all of the Claimed Amount (in which case the Response shall
be accompanied by a payment by the Indemnifying Party to the Indemnified Party
of the Claimed Amount, by check or by wire transfer; provided that if the
Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified
Party shall deliver to the Escrow Agent, within three days following the
delivery of the Response, a written notice executed by both parties instructing
the Escrow Agent to distribute to the Buyer such number of Escrow Shares as
have an aggregate Value (as defined below) equal to the Claimed Amount), (ii)
agree that the Indemnified Party is entitled to receive part, but not all, of
the Claimed Amount (the "Agreed Amount") (in which case the Response shall be
accompanied by a payment by the Indemnifying Party to the Indemnified Party of
the Agreed Amount, by check or by wire transfer; provided that if the
Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified
Party shall deliver to the Escrow Agent, within three days following the
delivery of the Response, a written notice executed by both parties instructing
the Escrow Agent to distribute to the Buyer such number of Escrow Shares as
have an aggregate Value equal to the Agreed Amount) or (iii) dispute that the
Indemnified Party is entitled to receive any of the Claimed Amount. If the
Indemnifying Party in the Response disputes its liability for all or part of
the Claimed Amount, the Indemnifying Party and the Indemnified Party shall
follow the procedures set forth in Section 6.4(d) for the resolution of such
dispute (a "Dispute"). For purposes of this Article VI, the "Value" of any
Escrow Shares delivered in satisfaction of an indemnity claim shall be the
average of the last reported sale prices per share of the Buyer Common Stock on
the Nasdaq National Market over the five consecutive trading days ending on the
Closing Date (subject to equitable adjustment in the event of any stock split,
stock dividend, reverse stock split or similar event affecting the Buyer Common
Stock since the beginning of such five-day period), multiplied by the number of
such Escrow Shares.

   (d) During the 60-day period following the delivery of a Response that
reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use
good faith efforts to resolve the Dispute. If the Dispute is not resolved
within such 60-day period, the Indemnifying Party and the Indemnified Party
shall discuss in good faith the submission of the Dispute to a mutually
acceptable alternative dispute resolution procedure (which may be non-binding
or binding upon the parties, as they agree in advance) (the "ADR Procedure").
In the event the Indemnifying Party and the Indemnified Party agree upon an ADR
Procedure, such parties shall, in consultation with the chosen dispute
resolution service (the "ADR Service"), promptly agree upon a format and
timetable for the ADR Procedure, agree upon the rules applicable to the ADR
Procedure, and promptly undertake the ADR Procedure. The provisions of this
Section 6.4(d) shall not obligate the Indemnifying Party and the Indemnified
Party to pursue an ADR Procedure or prevent either such party from pursuing the
Dispute in a court of competent jurisdiction; provided that, if the
Indemnifying Party and the Indemnified Party agree to pursue an ADR Procedure,
neither the Indemnifying Party nor the Indemnified Party may commence
litigation or seek other remedies with respect to the Dispute prior to the
completion of such ADR Procedure. Any ADR Procedure undertaken by the
Indemnifying Party and the Indemnified Party shall be considered a compromise
negotiation for purposes of federal and state rules of evidence, and all
statements, offers, opinions and disclosures (whether written or oral) made in
the course of the ADR Procedure by or on behalf of the Indemnifying Party, the
Indemnified Party or the ADR Service shall be treated as confidential and,
where appropriate, as privileged work product. Such statements, offers,
opinions and disclosures shall not be discoverable or admissible for any
purposes in any litigation or other proceeding relating to the Dispute
(provided that this sentence shall not be construed to exclude from discovery
or admission any matter that is otherwise discoverable or admissible). The fees
and expenses of any ADR Service used by the Indemnifying Party and the
Indemnified Party shall be shared equally by the Indemnifying Party and the
Indemnified Party. If the Indemnified Party is seeking to enforce the claim
that is the subject of the Dispute pursuant to the Escrow Agreement, the
Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent,
promptly following the resolution of the Dispute (whether by mutual agreement,
pursuant to an ADR Procedure, as a

                                      A-35
<PAGE>

result of a judicial decision or otherwise), a written notice executed by both
parties instructing the Escrow Agent as to what (if any) portion of the Escrow
Shares shall be distributed to the Buyer and/or the Indemnifying Stockholders
(which notice shall be consistent with the terms of the resolution of the
Dispute).


   (e) Notwithstanding the other provisions of this Section 6.4, if a third
party asserts (other than by means of a lawsuit) that an Indemnified Party is
liable to such third party for a monetary or other obligation which may
constitute or result in Damages for which such Indemnified Party may be
entitled to indemnification pursuant to this Article VI, and such Indemnified
Party reasonably determines that it has a valid business reason to fulfill such
obligation, then (i) such Indemnified Party shall be entitled to satisfy such
obligation, without prior notice to or consent from the Indemnifying Party,
(ii) such Indemnified Party may subsequently make a claim for indemnification
in accordance with the provisions of this Article VI, and (iii) such
Indemnified Party shall be reimbursed, in accordance with the provisions of
this Article VI, for any such Damages for which it is entitled to
indemnification pursuant to this Article VI (subject to the right of the
Indemnifying Party to dispute the Indemnified Party's entitlement to
indemnification, or the amount for which it is entitled to indemnification,
under the terms of this Article VI). If the Indemnified Party exercised its
rights pursuant to this Section 6.4(e), it shall advise the Indemnifying Party
prior to exercising such right and in good faith seek to solicit the views of
the Indemnifying Party with respect to any such matters. Notwithstanding
anything in Section 6.1, the payment or satisfaction of any obligation pursuant
to this Section 6.4(e) shall not itself evidence the existence or amount of
Damages.

   (f) For purposes of this Section 6.4 and the last two sentences of Section
6.5, (i) if the Indemnifying Stockholders comprise the Indemnifying Party, any
references to the Indemnifying Party (except provisions relating to an
obligation to make or a right to receive any payments provided for in Section
6.4 or Section 6.5) shall be deemed to refer to the Indemnification
Representatives, and (ii) if the Indemnifying Stockholders comprise the
Indemnified Party, any references to the Indemnified Party (except provisions
relating to an obligation to make or a right to receive any payments provided
for in Section 6.4 or Section 6.5) shall be deemed to refer to the
Indemnification Representatives. The Indemnification Representatives shall have
full power and authority on behalf of each Indemnifying Stockholder to take any
and all actions on behalf of, execute any and all instruments on behalf of, and
execute or waive any and all rights of, the Indemnifying Stockholders under
this Article VI. The Indemnification Representatives shall have no liability to
any Indemnifying Stockholder for any action taken or omitted on behalf of the
Indemnifying Stockholders pursuant to this Article VI.

   6.5 Survival of Representations and Warranties. All representations and
warranties contained in this Agreement, the Company Certificate or the Buyer
Certificate shall (a) survive the Closing and any investigation at any time
made by or on behalf of an Indemnified Party and (b) shall, absent fraud,
expire on the date one year following the Closing Date. If an Indemnified Party
delivers to an Indemnifying Party, before expiration of a representation or
warranty, either a Claim Notice based upon a breach of such representation or
warranty, or a notice that, as a result a legal proceeding instituted by or
written claim made by a third party, the Indemnified Party reasonably expects
to incur Damages as a result of a breach of such representation or warranty (an
"Expected Claim Notice"), then such representation or warranty shall survive
until, but only for purposes of, the resolution of the matter covered by such
notice. If the legal proceeding or written claim with respect to which an
Expected Claim Notice has been given is definitively withdrawn or resolved in
favor of the Indemnified Party, the Indemnified Party shall promptly so notify
the Indemnifying Party; and if the Indemnified Party has delivered a copy of
the Expected Claim Notice to the Escrow Agent and Escrow Shares have been
retained in escrow after the Termination Date (as defined in the Escrow
Agreement) with respect to such Expected Claim Notice, the Indemnifying Party
and the Indemnified Party shall promptly deliver to the Escrow Agent a written
notice executed by both parties instructing the Escrow Agent to distribute such
retained Escrow Shares to the Indemnifying Stockholders in accordance with the
terms of the Escrow Agreement.

                                      A-36
<PAGE>

                                  ARTICLE VII

                              REGISTRATION RIGHTS

   7.1 Registration of Shares.

   (a) For the benefit of the holders of the Company Shares that are unable to
have registered shares of Buyer Common Stock included in the S-4 Registration
Statement as contemplated by Section 5.2(i) (the "Resale Company
Stockholders"), the Buyer agrees to use its best efforts to file with the SEC,
on or before 30 days following the Closing Date, a registration statement on
Form S-3 covering the resale to the public by the Resale Company Stockholders
of the Merger Shares (the "Stockholder Registration Statement"). The Buyer
shall use its best efforts to cause the Stockholder Registration Statement to
be declared effective by the SEC as soon as practicable following the filing
thereof and to remain effective until the second anniversary of the Closing
Date or such earlier time as all of the Merger Shares covered by the
Stockholder Registration Statement (the "Registered Shares") have been sold
pursuant thereto (the "Effective Period").

   (b) (i) The Buyer shall promptly notify the Resale Company Stockholders of
the issuance by the SEC of any stop order suspending the effectiveness of the
Stockholder Registration Statement or the initiation of any proceedings for
that purpose. The Buyer shall use its best efforts to obtain the withdrawal of
any such stop order. In the event of any stop order suspending the
effectiveness of the Stockholder Registration Statement, the Buyer shall be
required to keep the Stockholder Registration Statement effective until the
earlier of (A) such time as all Stockholder Registered Shares offered thereby
have been disposed of in accordance with the intended methods of distribution
set forth in the Stockholder Registration Statement or (B) the period required
by Section 7.1(a) above plus an extended period equal to the number of days
during which any such suspension was in effect.

   (ii) Notwithstanding anything to the contrary set forth in this Agreement,
the Buyer's obligations under this Article VII to file the Stockholder
Registration Statement and to use its best efforts to cause the Stockholder
Registration Statement to become and remain effective (and the right of the
Resale Company Stockholders to use the prospectus contained therein) shall be
suspended for two periods not to exceed 90 days each in any twelve month period
in the event and during such period as the Buyer determines that the existence
of any fact or the happening of any event (including without limitation pending
negotiations relating to, or the consummation of, a transaction or the
occurrence of any other event) would require additional disclosure of material
information by the Buyer in the Stockholder Registration Statement the
confidentiality of which the Buyer has a business purpose to preserve or which
fact or event would render the Buyer unable to comply with SEC requirements (in
either case, a "Suspension Event"). The suspension of the Buyer's obligations
in accordance with the preceding sentence shall not exist for any longer period
of time than such suspension exists for other similarly restricted stockholders
of the Buyer. The Buyer shall notify the Resale Company Stockholders promptly
in writing of the existence of any Suspension Event. In the case of any
Suspension Event occurring prior to and delaying the filing of the Stockholder
Registration Statement, the Buyer shall file the Stockholder Registration
Statement as soon as practicable after the conclusion of the Suspension Event.
In the case of any Suspension Event occurring after effectiveness of the
Stockholder Registration Statement, the Buyer shall still be required to keep
the Stockholder Registration Statement effective until the earlier of (i) such
time as all of the Registered Shares offered thereby have been disposed of in
accordance with the intended methods of distribution set forth in the
Stockholder Registration Statement or (ii) the period required by Section
7.1(a) above.

   (iii) Following the effectiveness of the Stockholder Registration Statement,
each of the Resale Company Stockholders agrees that it will not effect any
sales of the Registered Shares offered thereby at any time after it has
received notice from the Buyer to suspend sales as a result of a stop order or
the occurrence or existence of any Suspension Event. The Resale Company
Stockholders may recommence effecting sales of the Registered Shares offered
thereby following further notice to such effect from the Buyer, which notice
shall be give by the Buyer promptly after the withdrawal of any stop order or
the conclusion of any such Suspensions Event.

   (iv) Upon the effectiveness of the Stockholder Registration Statement, the
Buyer shall, as promptly as practicable, furnish to each of the Resale Company
Stockholders such number of conformed copies of the

                                      A-37
<PAGE>

Stockholder Registration Statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
prospectus contained in the Stockholder Registration Statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents, as the Resale
Company Stockholders may reasonably request in order to facilitate the public
sale or other disposition of the Registered Shares owned by the Resale Company
Stockholders.

   (v) The Buyer shall use its reasonable efforts to register or qualify all
Registered Shares covered by the Stockholder Registration Statement under such
other securities laws or "blue sky" laws of such jurisdictions as the Resale
Company Stockholders shall reasonably request, to keep such registrations or
qualifications in effect for so long as the Stockholder Registration Statement
remains in effect and to take any other action which may be reasonably
necessary or advisable to enable the Resale Company Stockholders to consummate
the disposition in such jurisdictions of the Registered Shares owned by such
Resale Company Stockholders; provided, however, that the Buyer shall not be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this subparagraph
(v) be obligated to be so qualified, to subject itself to taxation in any such
jurisdiction or to consent to general service of process in any such
jurisdiction.

   7.2 Registration Procedures.

   (a) In connection with the filing by the Buyer of the Stockholder
Registration Statement, the Buyer shall furnish to each Resale Company
Stockholder a copy of the prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act. Subject to Section 7.1
hereof, the Buyer shall prepare and file with the SEC such amendments and
supplements to the Stockholder Registration Statement and the prospectus used
in connection such Stockholder Registration Statement as may be reasonably
necessary to keep such Stockholder Registration Statement effective and to
comply with the provisions of the Securities Act with respect to the
disposition of all Registered Shares until the earlier of (i) such time as all
such Registered Shares have been disposed of or (ii) the expiration of the
Effective Period. The Buyer shall furnish to each Resale Company Stockholder a
copy of any amendment or supplement to such Stockholder Registration Statement
or prospectus prior to filing the same with the SEC, and shall not file any
such amendment or supplement to which any such requesting Resale Company
Stockholder shall reasonably have objected to in writing prior to the filing
thereof on the grounds that such amendment or supplement contains a material
inaccuracy with respect to the description of such Resale Company Stockholder.

   (b) If the Buyer has delivered preliminary or final prospectuses to the
Resale Company Stockholders and after having done so the prospectus is amended
or supplemented to comply with the requirements of the Securities Act as
described in Section 7.2(a) hereof, the Buyer shall promptly notify the Resale
Company Stockholders and, if requested by the Buyer, the Resale Company
Stockholders shall immediately cease making offers or sales of shares under the
Stockholder Registration Statement and return all prospectuses to the Buyer.
The Buyer shall promptly provide the Resale Company Stockholders with revised
prospectuses and, following receipt of the revised prospectuses, the Resale
Company Stockholders shall be free to resume making offers and sales under the
Stockholder Registration Statement.

   (c) The Buyer shall furnish to each requesting Resale Company Stockholder
such number of conformed copies of the Stockholder Registration Statement and
of each such amendment and supplement thereto (in each case including all
exhibits thereto), such number of copies of the prospectus included in such
Stockholder Registration Statement (including each preliminary prospectus) and
such number of documents, if any, incorporated by reference in such Stockholder
Registration Statement or prospectus, as such requesting Resale Company
Stockholder may reasonably request.

   (d) The Buyer shall use its best efforts to register or qualify the
Registered Shares under the securities or "blue sky" laws of such states as the
Resale Company Stockholders shall reasonably request; provided, however, that
the Buyer shall not be required in connection with this paragraph (d) to
qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction.

                                      A-38
<PAGE>

    (e) The Buyer shall pay the expenses incurred by it in complying with its
obligations under this Article VII, including all registration and filing fees,
exchange listing fees, fees and expenses of counsel for the Buyer, and fees and
expenses of accountants for the Buyer and fees and expenses of one counsel
selected by the Resale Company Stockholders up to $7,500, but excluding (i) any
brokerage fees, selling commissions or underwriting discounts incurred by the
Company Stockholders in connection with sales under the Stockholder
Registration Statement and (ii) the fees and expenses of any additional counsel
retained by Resale Company Stockholders.

   7.3 Requirements of Resale Company Stockholders. The Buyer shall not be
required to include any Merger Shares in the Stockholder Registration Statement
unless:

      (a) the Resale Company Stockholder owning such shares furnishes to the
  Buyer in writing such information regarding such Resale Company Stockholder
  and the proposed sale of Merger Shares by such Resale Company Stockholder
  as the Buyer may reasonably request in writing in connection with the
  Stockholder Registration Statement or as shall be required in connection
  therewith by the SEC or any state securities law authorities;

      (b) such Resale Company Stockholder shall have provided to the Buyer
  its written agreement:

        (i) to indemnify the Buyer and each of its directors and officers
    against, and hold the Buyer and each of its directors and officers
    harmless from, any losses, claims, damages, expenses or liabilities
    (including reasonable attorneys fees) to which the Buyer or such
    directors and officers may become subject by reason of any statement or
    omission in the Stockholder Registration Statement made in reliance
    upon, or in conformity with, a written statement by such Resale Company
    Stockholder furnished pursuant to this Section 7.3; and

         (ii) to promptly report to the Buyer sales made pursuant to the
    Stockholder Registration Statement.

   7.4 Indemnification. The Buyer agrees to indemnify and hold harmless each
Resale Company Stockholder whose shares are included in the Stockholder
Registration Statement against any losses, claims, damages, expenses or
liabilities to which such Resale Company Stockholder may become subject by
reason of any untrue statement of a material fact contained in the Stockholder
Registration Statement or any omission to state therein a fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, expenses or liabilities arise
out of or are based upon information furnished in writing to the Buyer by or on
behalf of a Resale Company Stockholder for use in the Stockholder Registration
Statement. The Buyer shall have the right to assume the defense and settlement
of any claim or suit for which the Buyer may be responsible for indemnification
under this Section 7.4.

   7.5 Rule 144. The Buyer shall comply with the requirements of Rule 144(c)
under the Securities Act, as such Rule may be amended from time to time (or any
similar rule or regulation hereafter adopted by the SEC), regarding the
availability of current public information to the extent required to enable
each Resale Company Stockholder to sell Merger Shares without registration
under the Securities Act pursuant to the resale provision of Rule 144 (or any
similar rule or regulation). Upon the request of a Resale Company Stockholder,
the Buyer will deliver to such Resale Company Stockholder a written statement
as to whether it has complied with such requirements and, upon a Resale Company
Stockholder's compliance with the applicable provision of Rule 144, will take
such action as may be required (including, without limitation, causing legal
counsel to issue an appropriate opinion) to cause its transfer agent to
effectuate any transfer of Merger Shares properly requested by such Resale
Company Stockholder, in accordance with the terms and conditions of Rule 144.

   7.6 Assignment of Rights. A Resale Company Stockholder may not assign any of
his or her rights under this Article VII except in connection with the transfer
of some or all of his or her Merger Shares to a child or spouse, or trust for
their benefit, or to a partner, stockholder, member or affiliate of such Resale
Company Stockholder, provided each such transferee agrees in a written
instrument delivered to the Buyer to be bound by the provisions of this Article
VII.

                                      A-39
<PAGE>

                                  ARTICLE VIII

                                  TERMINATION

   8.1 Termination of Agreement. The Parties may terminate this Agreement prior
to the Effective Time as provided below:

      (a) the Parties may terminate this Agreement by mutual written consent;

      (b) the Buyer may terminate this Agreement by giving written notice to
  the Company in the event the Company is in breach, and the Company may
  terminate this Agreement by giving written notice to the Buyer and the
  Transitory Subsidiary in the event the Buyer or the Transitory Subsidiary
  is in breach, of any material representation, warranty or covenant
  contained in this Agreement, and such breach is not remedied within 10 days
  of delivery of written notice thereof;

      (c) the Buyer may terminate this Agreement by giving written notice to
  the Company prior to 5:00 p.m., Boston time, on January 7, 2000 (the "Final
  Date"), if the Closing shall not have occurred on or before the Final Date
  by reason of the failure of any condition precedent under Section 5.2
  hereof (unless the failure results primarily from a breach by the Buyer or
  the Transitory Subsidiary of any representation, warranty or covenant
  contained in this Agreement);

      (d) the Company may terminate this Agreement by giving written notice
  to the Buyer prior to 5:00 p.m., Boston time, on the Final Date, if the
  Closing shall not have occurred on or before the Final Date by reason of
  the failure of any condition precedent under Section 5.3 hereof (unless the
  failure results primarily from a breach by the Company of any
  representation, warranty or covenant contained in this Agreement);

      (e) any Party may terminate this Agreement by giving written notice to
  the other Parties if the Buyer does not receive the approval of its
  stockholders to consummate the merger as provided in Section 4.3(d) at the
  meeting called for such purpose (including any adjournments thereof); or

      (f) in the event that after the execution of this Agreement and before
  the Final Date (i) (A) the Buyer enters into an agreement or letter of
  intent with a third-party to sell the Buyer to such third-party (through a
  merger or otherwise) and as a result (I) the Board of Directors withdraws
  or withholds its recommendation to stockholders to vote in favor of the
  issuance of shares in connection with the Merger and (II) the vote of the
  stockholders of Buyer is not obtained or (B) a tender offer is made for the
  purchase of at least 80% of the outstanding securities of the Buyer by a
  person or group that recommends to the stockholders of the Buyer to vote
  against the issuance of shares in connection with the Merger or otherwise
  conditions such offer on the Merger not being consummated and such tender
  offer is successful or (C) over 30% of the outstanding securities of the
  Buyer are purchased by a third-party, such third-party votes against the
  issuance of shares of the Buyer in connection with the Merger at the
  Buyer's meeting of stockholders called for such purpose and the vote of the
  stockholders of Buyer is not obtained and (ii) all of the other conditions
  to closing of the Buyer set forth in Sections 5.2(b), (c), (d) and (e) of
  this Agreement have been satisfied and the Company is not otherwise in
  breach of this Agreement, or in the event that after the execution of this
  Agreement and before the Final Date the Company terminates this Agreement
  which it shall have the right to do under any of the circumstances
  described above, then upon the closing of such sale, tender offer or other
  transaction by Buyer, the Buyer shall pay cash to the Company in the amount
  of $5,000,000. In such event the Buyer shall have no further liability to
  the Company.

     8.2 Effect of Termination. If any Party terminates this Agreement
  pursuant to Section 8.1, all obligations of the Parties hereunder shall
  terminate without any liability of any Party to any other Party (except for
  any liability of any Party for breaches of this Agreement).

                                      A-40
<PAGE>

                                   ARTICLE IX

                                  DEFINITIONS

   For purposes of this Agreement, each of the following defined terms is
defined in the Section of this Agreement indicated below.

<TABLE>
<CAPTION>
Defined Term                     Section
------------                     -------
<S>                              <C>
ADR Procedure                    6.4(d)
ADR Service                      6.4(d)
Affiliate Agreement              4.9
Affiliates                       2.14(a)(ix)
Agreed Amount                    6.4(c)
Annual Financial Statements      2.7
Bank Agreements                  2.4(b)
Best efforts                     1.11(c)
Buyer                            Introduction
Buyer Common Stock               1.5(a)
Buyer Reports                    3.5
CERCLA                           2.21(g)
Certificate                      1.7(a)
Certificate of Merger            1.1
Claimed Amount                   6.4(b)
Claim Notice                     6.4(b)
Closing                          1.2
Closing Date                     1.2
Closing Material Adverse Effect  2.1
Code                             1.11(a)
Common Shares                    1.5(a)
Common Conversion Ratio          1.5(c)
Company                          Introduction
Company Insiders                 4.16
Company Intellectual Property    2.19(a)
Company Plans                    2.13(a)
Company Shares                   1.5(b)
Company Stockholders             1.5(c)
Company Voting Agreement         4.12
Controlling Party                6.4(a)
Customer Deliverables            2.19(a)
Damages                          6.1
Deductible Obligations           1.5(c)
Designated Stockholders          4.13
Disclosure Schedule              Article II
Disclosure Statement             4.3(a)
Dispute                          6.4(c)
Dissenting Shares                1.6(a)
Effective Period                 7.1(a)
Effective Time                   1.1
Employee Benefit Plan            2.13(a)
Enforceability Exceptions        2.2
Environmental Law                2.21(g)
ERISA                            2.13(a)
</TABLE>

                                      A-41
<PAGE>

<TABLE>
<CAPTION>
Defined Term                        Section
------------                        -------
<S>                                 <C>
Escrow Agreement                    1.3
Escrow Agent                        1.3
Escrow Shares                       1.5(c)
Exchange Act                        2.4(a)
Expected Claim Notice               6.5
Final Date                          8.1(c)
Financial Statements                2.7
GAAP                                2.7
Governmental Entity                 2.4(a)
HSR Act                             2.4(a)
Indemnification Representative      1.3
Indemnified Executives              4.10(b)
Indemnified Party                   6.4(a)
Indemnifying Party                  6.4(a)
Indemnifying Stockholders           6.1
Initial Shares                      1.5(c)
Intellectual Property               2.19(a)
Interim Financial Statements        2.7
Internal Systems                    2.19(a)
Lien                                2.5
Material Adverse Effect             2.1
Materials of Environmental Concern  2.21(h)
Merger                              1.1
Merger Shares                       1.5(c)
Non-controlling Party               6.4(a)
Options                             1.11(a)
Ordinary Course of Business         2.8(a)
Party                               Introduction
Permit                              2.15
Person                              2.4(b)
Preferred Conversion Ratio          1.5(c)
Preferred Shares                    1.5(d)
Prospectus/Proxy Statement          4.3(a)
Purchase Price                      1.5(c)
Quarterly Report on Form 10-Q       3.2
RCRA                                2.21(g)
Registered Shares                   7.1(a)
Requisite Stockholder Approval      2.2
Resale Company Stockholders         7.1(a)
Response                            6.4(c)
S-4 Registration Statement          4.3(a)
SEC                                 3.2
Section 16 Information              4.16
Securities Act                      1.11(c)
Series A Preferred Stock            1.5(b)
Series B Preferred Stock            1.5(b)
Series C Preferred Stock            1.5(b)
Series D Preferred Stock            1.5(b)
Software                            2.19(e)
Stockholder Registration Statement  7.1(a)
Surviving Corporation               1.1
</TABLE>

                                      A-42
<PAGE>

<TABLE>
<CAPTION>
Defined Term           Section
------------           -------
<S>                    <C>
Suspension Event       7.1(b)(ii)
Taxes                  2.12(a)
Tax Returns            2.12(a)
Termination Date       6.5
Transitory Subsidiary  Introduction
Value                  6.4(c)
Warrants               1.11(d)
Year 2000 Compliant    2.19(i)
</TABLE>

                                      A-43
<PAGE>

                                   ARTICLE X

                                 MISCELLANEOUS

   10.1 Press Releases and Announcements. No Party shall issue any press
release or public disclosure relating to the subject matter of this Agreement
without the prior written approval of the other Parties; provided, however,
that any Party may make any public disclosure it believes in good faith is
required by law or regulation (in which case the disclosing Party shall consult
with the other Parties and provide them with a copy of the proposed disclosure
prior to making the disclosure); provided further that following the Effective
Time, the Buyer may issue any press release or make public disclosure relating
to the subject matter of this Agreement without the consent of the other
Parties.

   10.2 No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns; provided, however, that (a) the provisions in
Article I concerning issuance of the Merger Consideration, Article VI
concerning indemnification and Article VII concerning registration rights are
intended for the benefit of the Company Stockholders and (b) the provisions of
Section 4.11 concerning indemnification are intended for the benefit of the
individuals specified therein.

   10.3 Entire Agreement. This Agreement, including the Exhibits and Schedules
attached hereto and the documents referred to herein, constitute the entire
agreement among the Parties and supersedes any prior understandings,
agreements, or representations by or among the Parties, written or oral, with
respect to the subject matter hereof.

   10.4 Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Parties; provided that the Transitory Subsidiary
may assign its rights, interests and obligations hereunder to an Affiliate of
the Buyer.

   10.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

   10.6 Headings. The section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

   10.7 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly delivered two
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, or one business day after it is sent via a
reputable nationwide overnight courier service, in each case to the intended
recipient as set forth below:

   If to the Company:                      Copy to:

   FutureTense, Inc.                       Testa, Hurwitz & Thibeault, LLP
   43 Nagog Park                           125 High Street
   Acton, MA 01720                         Boston, MA 02110
   Attn: Mr. Ronald Matros and             Attn: Mark J. Macenka, Esq.
    Mr. Paul Hallee

                                      A-44
<PAGE>

   If to the Buyer:                        Copy to:

   Open Market, Inc.                       Hale and Dorr LLP
   One Wayside Road                        60 State Street
   Burlington, MA 01803                    Boston, MA 02109
   Attn: Mr. Gary Eichhorn and             Attn: Jeffrey N. Carp, Esq.
         Mr. Paul Esdale

   If to the Transitory Subsidiary:        Copy to:

   OM/SA Acquisition Corporation           Hale and Dorr LLP
   c/o Open Market, Inc.                   60 State Street
   One Wayside Road                        Boston, MA 02109
   Burlington, MA 01803                    Attn: Jeffrey N. Carp, Esq.
   Attn: Mr. Gary Eichhorn and
         Mr. Paul Esdale

Any Party may give any notice, request, demand, claim, or other communication
hereunder using any other means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail, or electronic
mail), but no such notice, request, demand, claim, or other communication shall
be deemed to have been duly given unless and until it actually is received by
the party for whom it is intended. Any Party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to
be delivered by giving the other Parties notice in the manner herein set forth.

   10.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the
Commonwealth of Massachusetts without giving effect to any choice of law
provision or rule (whether of the Commonwealth of Massachusetts or any other
jurisdiction) that would cause the application of laws of any jurisdiction
other than those of the Commonwealth of Massachusetts.

   10.9 Amendments and Waivers. The Parties may mutually amend any provision of
this Agreement at any time prior to the Effective Time; provided, however, that
any amendment effected subsequent to the Requisite Stockholder Approval shall
be subject to any restrictions contained in the Delaware General Corporation
Law. No amendment of any provision of this Agreement shall be valid unless the
same shall be in writing and signed by all of the Parties. No waiver by any
Party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

   10.10 Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the Parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or
phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Agreement shall be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.

   10.11 Specific Performance. Each of the Parties acknowledges and agrees that
one or more of the other Parties would be damaged irreparably in the event any
of the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that the other Parties shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this

                                      A-45
<PAGE>

Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court of the United States or
any state thereof having jurisdiction over the Parties and the matter (subject
to the provisions of Section 10.12), in addition to any other remedy to which
it may be entitled, at law or in equity.

   10.12 Submission to Jurisdiction. Each of the Parties (a) submits to the
nonexclusive jurisdiction of any state or federal court sitting in the
Commonwealth of Massachusetts in any action or proceeding arising out of or
relating to this Agreement, and (b) agrees that all claims in respect of the
action or proceeding may be heard and determined in any such court. Each of the
Parties waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety or other security
that might be required of any other Party with respect thereto. Any Party may
make service on another Party by sending or delivering a copy of the process to
the Party to be served at the address and in the manner provided for the giving
of notices in Section 10.7. Nothing in this Section 10.12, however, shall
affect the right of any Party to serve legal process in any other manner
permitted by law.

   10.13 Construction. The language used in this Agreement shall be deemed to
be the language chosen by the Parties hereto to express their mutual intent,
and no rule of strict construction shall be applied against any Party. Any
reference to any federal, state, local, or foreign statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise.

   10.14 Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.

                 [Remainder of page intentionally left blank.]


                                      A-46
<PAGE>

   IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.

                                          Open Market, Inc.

                                             /s/ Gary Eichhorn
                                          By: _________________________________
                                             Gary Eichhorn
                                             President and Chief Executive
                                             Officer

                                          OM/SA Acquisition Corporation

                                             /s/ Gary Eichhorn
                                          By: _________________________________
                                             Gary Eichhorn
                                             President and Chief Executive
                                             Officer

                                          FutureTense, Inc.

                                             /s/ Ronald Matros
                                          By: _________________________________
                                             Ronald Matros
                                             President and Chief Executive
                                             Officer

                                      A-47
<PAGE>

                                                                         ANNEX B

July 13, 1999

Confidential

Board of Directors
Open Market, Inc.
1 Wayside Road
Burlington, MA 01803

Gentlemen:

   Open Market, Inc. ("Open Market") and FutureTense, Inc. ("FutureTense")
propose to enter into an Agreement and Plan of Merger (the "Agreement")
pursuant to which FutureTense will be merged with and into a wholly-owned
subsidiary of Open Market (the "Merger"). Under the terms of the proposed
Merger, the holders of FutureTense common stock, preferred stock, stock options
and warrants will receive, in the aggregate, not more than, 9.6 million shares
(including options) of Open Market's common stock (the "Consideration"). The
Consideration will be increased in accordance with the Agreement by the
aggregate exercise price of options and warrants assumed by Open Market in the
Merger and will be reduced by the Deductible Obligations, as defined in the
Agreement. The Merger is expected to be considered by the Shareholders of Open
Market at a special meeting and consummated shortly thereafter.

   You have asked us whether or not, in our opinion, the proposed Consideration
to be paid by Open Market pursuant to the Merger is fair, from a financial
point of view, to Open Market.

   In arriving at the opinion set forth below, we have, among other things:

  (1) Reviewed Open Market's Annual Reports, Forms 10-K and related financial
      information for the two fiscal years ended December 31, 1998 and Open
      Market's Form 10-Q and the related unaudited financial information for
      the three months ended March 31, 1999;

  (2) Reviewed certain information, including financial forecasts for fiscal
      years 1999 and 2000, relating to the business, earnings, cash flow,
      assets and prospects of FutureTense and Open Market, furnished to us by
      FutureTense and Open Market, respectively;

  (3) Conducted discussions with members of senior management of FutureTense
      and Open Market concerning their respective businesses and prospects;

  (4) Reviewed the historical market prices and trading activity for Open
      Market's common stock and compared them with that of certain publicly
      traded companies which we deemed to be relevant;

  (5) Compared the financial position and results of operations of
      FutureTense and Open Market with that of certain companies which we
      deemed to be relevant;

  (6) Compared the proposed financial terms of the transactions contemplated
      by the Agreement with the financial terms of certain other mergers and
      acquisitions which we deemed to be relevant;

  (7) Considered the pro forma effect of the Merger on Open Market's
      capitalization ratios and earnings, revenue and cash flow per share;

  (8) Reviewed a draft of the Agreement and Plan of Merger dated July 11,
      1999; and

  (9) Reviewed such other financial studies and analyses and performed such
      other investigations and took into account such other matters as we
      deemed necessary, including our assessment of general economic, market
      and monetary conditions.

   In preparing our opinion, we have relied on the accuracy and completeness of
all information publicly available, supplied or otherwise communicated to us by
FutureTense and Open Market, and we have not

                                      B-1
<PAGE>

assumed any responsibility to independently verify such information. With
respect to the financial forecasts examined by us, we have assumed that they
were reasonably prepared on bases reflecting the best currently available
estimates and good faith judgments of the management of Open Market and
FutureTense as to the future performance of Open Market and FutureTense,
respectively. We have also relied upon assurances of the management of Open
Market and FutureTense that they are unaware of any facts that would make the
information or financial forecasts provided to us incomplete or misleading. We
have not been engaged to make, and have not made, any independent evaluation or
appraisal of the assets or liabilities (contingent or otherwise) of Open Market
or FutureTense nor have we been furnished with any such evaluations or
appraisals. We have also assumed, with your consent, that (i) the Merger will
be a tax-free reorganization and (ii) any material liabilities (contingent or
otherwise, known or unknown) of Open Market and FutureTense are as set forth in
the consolidated financial statements of Open Market and FutureTense,
respectively. Our opinion is based on economic, monetary and market conditions
existing on the date hereof. No opinion is expressed herein as to the price at
which the securities to be issued in the Merger to the shareholders of
FutureTense may trade at any time.

   This opinion is directed to the Board of Directors of Open Market and does
not constitute a recommendation to any shareholder of Open Market as to how any
such shareholder should vote on the Merger. This opinion does not address the
relative merits of the Merger and any other transactions or business strategies
discussed by the Board of Directors of Open Market as alternatives to the
Merger or the decision of the Board of Directors of Open Market to proceed with
the Merger.

   In the ordinary course of business, PaineWebber Incorporated may trade in
the securities of Open Market for our own account and for the accounts of our
customers and, accordingly, may at any time hold long or short positions in
such securities.

   PaineWebber Incorporated is currently acting as financial advisor to Open
Market in connection with the Merger and will be receiving a fee in connection
with the rendering of this opinion and upon consummation of the Merger. In the
past, PaineWebber Incorporated and its affiliates have provided investment
banking and other financial services to Open Market and have received fees for
rendering these services.

   On the basis of, and subject to the foregoing, we are of the opinion that
the proposed Consideration to be paid by Open Market in the Merger is fair,
from a financial point of view, to Open Market.

   This opinion has been prepared for the information of the Board of Directors
of Open Market in connection with the Merger and shall not be reproduced,
summarized, described or referred to, provided to any person or otherwise made
public or used for any other purpose without the prior written consent of
PaineWebber Incorporated; provided, however, that this letter may be reproduced
in full in the Proxy Statement related to the Merger.

                                          Very truly yours,

                                          PAINEWEBBER INCORPORATED

                                      B-2
<PAGE>

                                                                         ANNEX C

                        DELAWARE GENERAL CORPORATION LAW

SEC. 262 APPRAISAL RIGHTS.

   (a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to (S)228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the work "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and
the words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions
thereof, solely of stock of a corporation, which stock is deposited with the
depository.

   (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to (S)251 (other than a merger effected pursuant to (S)251(g)
of this title), (S)252, (S)254, (S)257, (S)258, (S)263 or (S)264 of this title:

     (1) Provided, however, that no appraisal rights under this section shall
  be available for the shares of any class or series of stock, which stock,
  or depository receipts in respect thereof, at the record date fixed to
  determine the stockholders entitled to receive notice of and to vote at the
  meeting of stockholders to act upon the agreement of merger or
  consolidation, were either (i) listed on a national securities exchange or
  designated as a national market system security on an interdealer quotation
  system by the National Association of Securities Dealers, Inc. or (ii) held
  of record by more than 2,000 holders; and further provided that no
  appraisal rights shall be available for any shares of stock of the
  constituent corporation surviving a merger if the merger did not require
  for its approval the vote of the stockholders of the surviving corporation
  as provided in subsection (f) of (S)251 of this title.

     (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
  under this section shall be available for the shares of any class or series
  of stock of a constituent corporation if the holders thereof are required
  by the terms of an agreement of merger or consolidation pursuant to
  (S)(S)251, 252, 254, 257, 258, 263 and 264 of this title to accept for such
  stock anything except:

       a. Shares of stock of the corporation surviving or resulting from
    such merger or consolidation, or depository receipts in respect
    thereof;

       b. Shares of stock of any other corporation, or depository receipts
    in respect thereof, which shares of stock (or depository receipts in
    respect thereof) or depository receipts at the effective date of the
    merger or consolidation will be either listed on a national securities
    exchange or designated as a national market system security on an
    interdealer quotation system by the National Association of Securities
    Dealers, Inc. or held of record by more than 2,000 holders;

       c. Cash in lieu of fractional shares or fractional depository
    receipts described in the foregoing subparagraphs a. and b. of this
    paragraph; or

       d. Any combination of the shares of stock, depository receipts and
    cash in lieu of fractional shares or fractional depository receipts
    described in the foregoing subparagraphs a., b. and c. of this
    paragraph.

                                      C-1
<PAGE>

     (3) In the event all of the stock of a subsidiary Delaware corporation
  party to a merger effected under (S)253 of this title is not owned by the
  parent corporation immediately prior to the merger, appraisal rights shall
  be available for the shares of the subsidiary Delaware corporation.

   (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

   (d) Appraisal rights shall be perfected as follows:

     (1) If a proposed merger or consolidation for which appraisal rights are
  provided under this section is to be submitted for approval at a meeting of
  stockholders, the corporation, not less than 20 days prior to the meeting,
  shall notify each of its stockholders who was such on the record date for
  such meeting with respect to shares for which appraisal rights are
  available pursuant to subsection (b) or (c) hereof that appraisal rights
  are available for any or all of the shares of the constituent corporations,
  and shall include in such notice a copy of this section. Each stockholder
  electing to demand the appraisal of such stockholder's shares shall deliver
  to the corporation, before the taking of the vote on the merger or
  consolidation, a written demand for appraisal of such stockholder's shares.
  Such demand will be sufficient if it reasonably informs the corporation of
  the identity of the stockholder and that the stockholder intends thereby to
  demand the appraisal of such stockholder's shares. A proxy or vote against
  the merger or consolidation shall not constitute such a demand. A
  stockholder electing to take such action must do so by a separate written
  demand as herein provided. Within 10 days after the effective date of such
  merger or consolidation, the surviving or resulting corporation shall
  notify each stockholder of each constituent corporation who has complied
  with this subsection and has not voted in favor of or consented to the
  merger or consolidation of the date that the merger or consolidation has
  become effective; or

     (2) If the merger or consolidation was approved pursuant to (S)228 or
  (S)253 of this title, each constituent corporation, either before the
  effective date of the merger or consolidation or within ten days
  thereafter, shall notify each of the holders of any class or series of
  stock of such constituent corporation who are entitled to appraisal rights
  of the approval of the merger or consolidation and that appraisal rights
  are available for any or all shares of such class or series of stock of
  such constituent corporation, and shall include in such notice a copy of
  this section; provided that, if the notice is given on or after the
  effective date of the merger or consolidation, such notice shall be given
  by the surviving or resulting corporation to all such holders of any class
  or series of stock of a constituent corporation that are entitled to
  appraisal rights. Such notice may, and, if given on or after the effective
  date of the merger or consolidation, shall, also notify such stockholders
  of the effective date of the merger or consolidation. Any stockholder
  entitled to appraisal rights may, within 20 days after the date of mailing
  of such notice, demand in writing from the surviving or resulting
  corporation the appraisal of such holder's shares. Such demand will be
  sufficient if it reasonably informs the corporation of the identity of the
  stockholder and that the stockholder intends thereby to demand the
  appraisal of such holder's shares. If such notice did not notify
  stockholders of the effective date of the merger or consolidation, either
  (i) each such constituent corporation shall send a second notice before the
  effective date of the merger or consolidation notifying each of the holders
  of any class or series of stock of such constituent corporation that are
  entitled to appraisal rights of the effective date of the merger or
  consolidation or (ii) the surviving or resulting corporation shall send
  such a second notice to all such holders on or within 10 days after such
  effective date; provided, however, that if such second notice is sent more
  than 20 days following the sending of the first notice, such second notice
  need only be sent to each stockholder who is entitled to appraisal rights
  and who has demanded appraisal of such holder's shares in accordance with
  this subsection. An affidavit of the secretary or assistant secretary or of
  the transfer agent of the corporation that is required to give either
  notice that such notice has been

                                      C-2
<PAGE>

  given shall, in the absence of fraud, be prima facie evidence of the facts
  stated therein. For purposes of determining the stockholders entitled to
  receive either notice, each constituent corporation may fix, in advance, a
  record date that shall be not more than 10 days prior to the date the
  notice is given, provided, that if the notice is given on or after the
  effective date of the merger or consolidation, the record date shall be
  such effective date. If no record date is fixed and the notice is given
  prior to the effective date, the record date shall be the close of business
  on the day next preceding the day on which the notice is given.

   (e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw such
stockholder's demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10
days after such stockholder's written request for such a statement is received
by the surviving or resulting corporation or within 10 days after expiration of
the period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

   (f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

   (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.

   (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger
or consolidation, together with a fair rate of interest, if any, to be paid
upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court may,
in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on the
list filed by the surviving or

                                      C-3
<PAGE>

resulting corporation pursuant to subsection (f) of this section and who has
submitted such stockholder's certificates of stock to the Register in Chancery,
if such is required, may participate fully in all proceedings until it is
finally determined that such stockholder not entitled to appraisal rights under
this section.

   (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to
the stockholders entitled thereto. Interest may be simple or compound, as the
Court may direct. Payment shall be so made to each such stockholder, in the
case of holders of uncertificated stock forthwith, and the case of holders of
shares represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

   (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

   (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation,
either within 60 days after the effective date of the merger or consolidation
as provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the
Court of Chancery shall be dismissed as to any stockholder without the approval
of the Court, and such approval may be conditioned upon such terms as the Court
deems just.

   (l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.

                                      C-4
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

   Section 102 of the Delaware General Corporation Law, as amended, allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.

   Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

   The Registrant's By-laws generally allow indemnification of officers and
directors to the fullest extent permitted by law.

   The Registrant has agreed that it will, and will cause OM/SA Acquisition
Corporation to indemnify each present and former director and officer of
FutureTense to the fullest extent permitted by law.

   The Registrant has obtained directors' and officers' liability insurance
coverage from National Union Fire Insurance Company (Primary Policy); Lloyds of
London (First Excess Policy); and Old Republic Insurance Company (Second Excess
Policy). The policy covers up to $15,000,000 for each claim during each policy
year subject to a retention of $175,000 per claim under Securities laws and
$100,000 per claim for all other claims.

   Pursuant to Section 4.10 of the Merger Agreement, the Registrant, for a
period of six years after the effective time of the Merger, has agreed to cause
OM/SA Acquisition Corporation to maintain (to the extent available in the
market) in effect a directors' and officers' liability insurance policy
covering those persons currently covered by FutureTense's director and officer
liability insurance policy with coverage in amount and scope at least as
favorable to such persons as FutureTense's existing coverage with certain
limitations. See "The Merger Agreement--Director and Officer Indemnification."

                                      II-1
<PAGE>

Item 21. Exhibits and Financial Statement Schedules.

<TABLE>
<S>      <C>
(a)      Exhibits
2.1(1)   Agreement and Plan of Merger, dated as of July 14, 1999, by and among the Registrant, OM/SA
         Acquisition Corporation and FutureTense, Inc.
2.2*     Form of Escrow Agreement to be entered into by and among the Registrant, Jarrett Collins,
         as representative of the stockholders of FutureTense, Inc., and State Street Bank & Trust Company.
3.1      Amended and Restated Certificate of Incorporation of the Registrant, as amended to date.
3.2(2)   Amended and Restated By-laws of the Registrant, as amended to date.
4.1(2)   Specimen certificate for shares of common stock, $.001 par value per share, of the Registrant.
4.2(3)   Form of Rights Certificate.
4.3(3)   Rights Agreement, dated as of January 26, 1998, between the Registrant and BankBoston N.A.,
         as Rights Agent.
4.4(4)   Amendment No. 1, dated February 17, 1999, to Rights Agreement, dated as of January 26, 1998,
         between the Registrant and BankBoston N.A., as Rights Agent.
5.1      Opinion of Hale and Dorr LLP.
8.1      Opinion of Hale and Dorr LLP as to tax matters.
8.2      Opinion of Testa, Hurwitz & Thibeault LLP as to tax matters.
21.1(5)  Subsidiaries of the Registrant.
23.1     Consent of Hale and Dorr LLP (included in Exhibits 5.1 and 8.1).
23.2     Consent of Arthur Andersen LLP.
23.3     Consent of PricewaterhouseCoopers LLP.
23.4     Consent of Testa, Hurwitz & Thibeault LLP (included in Exhibit 8.2).
24.1*    Power of Attorney with respect to the Registrant.
99.1(6)  Consent of PaineWebber Incorporated.
99.2     Form of Proxy Card of the Registrant.
99.3*    Form of Proxy Card of FutureTense, Inc.
</TABLE>
--------

* Previously filed.
(1) Attached as Annex A to the Joint Proxy Statement/Prospectus.
(2) Incorporated by reference from the Registrant's Registration Statement on
    Form S-1, as amended (File No. 333-03340).
(3) Incorporated by reference from the Registrant's Current Report on Form 8-K
    dated January 26, 1998.
(4) Incorporated by reference from the Registrant's Current Report on Form 8-K
    dated February 17, 1999.
(5) Incorporated by reference from the Registrant's Annual Report on Form 10-K
    for the year ended December 31, 1998.
(6) Attached as Annex B to the Joint Proxy Statement/Prospectus.

                                      II-2
<PAGE>

(b) Financial Statement Schedules

   All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are not applicable, and, therefore, have been
omitted.

Item 22. Undertakings.

   A. The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;

         (ii) To reflect in the prospectus any facts or events arising
    after the effective date of the Registration Statement (or the most
    recent post-effective amendment thereof) which, individually or in the
    aggregate, represents a fundamental change in the information set forth
    in the Registration Statements.

          (iii) To include any material information with respect to the
    plan of distribution not previously disclosed in the Registration
    Statement or any material change to such information in the
    Registration Statement;

  provided, however, that paragraphs (i) and (ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or 15(d) of the
  Exchange Act that are incorporated by reference in the Registration
  Statement.

      (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   B. The Registration hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "Securities Act"),
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act), that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   C. The Registrant hereby undertakes as follows:

      (1) That prior to any public reoffering of the securities registered
  hereunder through use of a prospectus which is a part of this Registration
  Statement, by any person or party who is deemed to be an underwriter within
  the meaning of Rule 145(c), the Registrant undertakes that such reoffering
  prospectus will contain the information called for by the applicable
  registration form with respect to reofferings by persons who may be deemed
  underwriters, in addition to the information called for by the other Items
  of the applicable form.

      (2) That every prospectus (i) that is filed pursuant to paragraph (1)
  immediately preceding, or (ii) that purports to meet the requirements of
  Section 10(a)(3) of the Securities Act and is used in

                                      II-3
<PAGE>

  connection with an offering of securities subject to Rule 415, will be
  filed as a part of an amendment to this Registration Statement and will not
  be used until such amendment is effective, and that, for purposes of
  determining any liability under the Securities Act, each such post-
  effective amendment shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide
  offering thereof.

   D. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

   E. The Registrant hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11, or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This included information contained in documents filed
subsequent to the effective date of this Registration Statement through the
date of responding to the request.

   F. The Registrant hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.

                                      II-4
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Burlington, Commonwealth of Massachusetts on the 2nd day of September, 1999.

                                          Open Market, Inc.

                                          By:     /s/ Gary B. Eichhorn
                                             ----------------------------------
                                                      Gary B. Eichhorn
                                                 President and Chief Executive
                                                 Officer


   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
     Signature                      Title                      Date
     ---------                      -----                      ----
<S>                   <C>                                <C>
/s/ Gary B. Eichhorn  President, Chief Executive Officer September 2, 1999
____________________  and Director
  Gary B. Eichhorn

/s/ Betty J. Savage   Vice President and Chief           September 2, 1999
____________________  Financial Officer
  Betty J. Savage     (Principal Financial Officer)

/s/ Annmarie Russell  Director of Finance                September 2, 1999
____________________  (Principal Accounting Officer)
  Annmarie Russell

   Gulrez Arshad*     Director                           September 2, 1999
____________________
   Gulrez Arshad

Thomas H. Bruggere*   Director                           September 2, 1999
____________________
 Thomas H. Bruggere
   Shikhar Ghosh*     Director                           September 2, 1999
____________________
   Shikhar Ghosh

 William S. Kaiser*   Director                           September 2, 1999
____________________
 William S. Kaiser

  Eugene F. Quinn*    Director                           September 2, 1999
____________________
  Eugene F. Quinn
</TABLE>

*By:  /s/ Gary B. Eichhorn
  ------------------------------

       Gary B. Eichhorn

       Attorney-in-Fact

      September 2, 1999

                                      II-5
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
 <C>     <S>
 2.1(1)  Agreement and Plan of Merger, dated as of July 14, 1999, by and among
         the Registrant, OM/SA
         Acquisition Corporation and FutureTense, Inc.
 2.2*    Form of Escrow Agreement to be entered into by and among the
         Registrant, Jarrett Collins, as representative of the stockholders of
         FutureTense, Inc., and State Street Bank & Trust Company.
 3.1     Amended and Restated Certificate of Incorporation of the Registrant,
         as amended to date.
 3.2(2)  Amended and Restated By-laws of the Registrant, as amended to date.
 4.1(2)  Specimen certificate for shares of common stock, $.001 par value per
         share, of the Registrant.
 4.2(3)  Form of Rights Certificate.
 4.3(3)  Rights Agreement, dated as of January 26, 1998, between the Registrant
         and BankBoston N.A., as
         Rights Agent.
 4.4(4)  Amendment No. 1, dated February 17, 1999, to the Rights Agreement
         dated as of January 26, 1998,
         between the Registrant and BankBoston N.A., as Rights Agent.
 5.1     Opinion of Hale and Dorr LLP.
 8.1     Opinion of Hale and Dorr LLP as to tax matters.
 8.2     Opinion of Testa, Hurwitz & Thibeault LLP as to tax matters.
 21.(5)  Subsidiaries of the Registrant.
 23.1    Consent of Hale and Dorr LLP (included in Exhibits 5.1 and 8.1).
 23.2    Consent of Arthur Andersen LLP.
 23.3    Consent of PricewaterhouseCoopers LLP.
 23.4    Consent of Testa, Hurwitz & Thibeault LLP (included in Exhibit 8.2).
 24.1*   Power of Attorney with respect to the Registrant.
 99.1(6) Consent of PaineWebber Incorporated.
 99.2    Form of Proxy Card of the Registrant.
 99.3*   Form of Proxy Card of FutureTense, Inc.
</TABLE>
--------

*  Previously filed.
(1)Attached as Annex A to the Joint Proxy Statement/Prospectus.
(2) Incorporated by reference from the Registrant's Registration Statement on
    Form S-1, as amended (File No. 333-03340).
(3)Incorporated by reference from the Registrant's Current Report on Form 8-K
dated January 26, 1998.
(4)Incorporated by reference from the Registrant's Current Report on Form 8-K
dated February 17, 1999
(5) Incorporated by reference from the Registrant's Annual Report on Form 10-K
    for the year ended December 31, 1998.
(6)Attached as Annex B to the Joint Proxy Statement/Prospectus.