UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                      For the Year Ended December 31, 1999

                                       OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                         Commission File Number 0-28252

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

                    Delaware                           94-3184303
                    --------                           ----------
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)

585 Broadway, Redwood City, California                    94063
--------------------------------------                    -----
(Address of principal executive offices)                (Zip Code)

                                 (650) 261-5100
                                 --------------
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange which registered
-------------------                   --------------------------------------
      None                                             None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.0001 par value
                         ------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if the disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

Based on the closing sales price of March 24, 2000 the aggregate market value of
the voting stock held by nonaffiliates of the registrant was $16,841,974,970.

As of March 24, 2000,  registrant had outstanding  248,359,090  shares of Common
Stock.


<PAGE>

                                BROADVISION, INC.

                                  SUPPLEMENT TO
                           ANNUAL REPORT ON FORM 10-K
                          YEAR ENDED DECEMBER 31, 1999

BroadVision,  Inc.  hereby  amends its  Annual  Report on Form 10-K for the year
ended  December  31, 1999 (the "Form 10-K") to add the  information  required by
Part III of Form 10-K.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>

   Directors.  The following is certain information about the current members of
the Company's Board of Directors.
<CAPTION>

                                                                   Principal Occupation/
                     Name                     Age             Position Held With the Company
                     ----                     ---             ------------------------------

<S>                                           <C>     <C>
     Pehong Chen........................      42      Chairman of the Board of Directors, President
                                                      and Chief Executive Officer

     David L. Anderson..................      56      General Partner, Sutter Hill Ventures

     Yogen K. Dalal.....................      49      General Partner, Mayfield Fund

     Todd A. Garrett....................      58      Private Consultant and retired Senior Vice
                                                      President and Chief Information Officer,
                                                      Proctor & Gamble Co.

     Koh Boon Hwee......................      49      Executive Chairman, Wuthelam Group of Companies

     Klaus Luft ........................      58      President, Market Access for Technology
                                                      Services GmbH

     Carl Pascarella....................      47      President and Chief Executive Officer of Visa
                                                      USA
</TABLE>

    Pehong Chen has served as Chairman of the Board, Chief Executive Officer and
President of the Company since its incorporation in May 1993. From 1992 to 1993,
Dr. Chen served as the Vice  President of  Multimedia  Technology  at Sybase,  a
supplier of client-server  software products. Dr. Chen founded and, from 1989 to
1992,  served  as  President  of  Gain  Technology,  a  provider  of  multimedia
applications  development  systems,  which was acquired by Sybase. He received a
B.S. in Computer  Science from National Taiwan  University,  an M.S. in Computer
Science  from  Indiana  University,  and a Ph.D.  in Computer  Science  from the
University of California at Berkeley.

    David L.  Anderson  has served as a director of the Company  since  November
1993.  Since  1974,  Mr.  Anderson  has been a managing  director of Sutter Hill
Ventures,  a venture capital  investment firm. Mr. Anderson  currently serves on
the Board of Directors of Cytel Corporation,  Dionex Corporation,  and Molecular
Devices  Corporation.  He  holds  a B.S.  in  Electrical  Engineering  from  the
Massachusetts Institute of Technology and an M.B.A. from Harvard University.


                                      -1-
<PAGE>


    Yogen K. Dalal has served as a director of the Company since  November 1993.
He joined Mayfield Fund ("Mayfield"),  a venture capital firm, in September 1991
and has been a general partner of several venture capital funds  affiliated with
Mayfield since  November 1992. Dr. Dalal holds a B.S. in Electrical  Engineering
from the India  Institute of  Technology,  Bombay,  and an M.S.  and a Ph.D.  in
Electrical Engineering and Computer Science from Stanford University.

    Todd A. Garrett has served as director of the Company  since  January  1999.
Mr. Garrett is currently a private consultant.  In 1999, Mr. Garret retired from
Proctor & Gamble  Company where he held various key executive  positions  within
the company since joining the company in 1985.  These positions  included:  Vice
President,  Asia/Pacific;  Vice  President,  US Beauty  Care;  Group  President,
President of Worldwide Strategic Planning,  Beauty Care Products and Senior Vice
President.  In October 1996,  he was appointed to the post of Chief  Information
Officer. Mr. Garrett holds a B.A. from the University of Rochester and an M.B.A.
from Xavier University.

    Koh Boon Hwee has served as a director of the Company since  February  1996.
Since  1991,  Mr.  Koh has been  Executive  Chairman  of the  Wuthelam  Group of
Companies,  a diversified  Singapore company with subsidiaries engaged in, among
other things,  real estate development,  hotel management,  and high technology.
Since  1992,  he  has  also  served  as  Chairman  of  the  Board  of  Singapore
Telecommunications,  Ltd. Mr. Koh currently  serves on the Board of Directors of
Excel Machine Tools Ltd., Raffles Medical Group Ltd., and Qad Inc. Mr. Koh holds
a B.S. in  Mechanical  Engineering  from the  University of London and an M.B.A.
from Harvard University.

    Klaus Luft has served as a director of the Company since  February 2000. Mr.
Luft is the founder,  owner and President of MATCH (Market Access for Technology
Services  GmbH),  a private  company in Munich,  Germany that provides sales and
marketing  services  to high  technology  companies.  He is also the founder and
Chairman of the  supervisory  board of Artedona  AG, a  privately  held  company
e-commerce  established in 1999 and headquartered in Munich.  Since August 1990,
Mr. Luft as served as Vice Chairman and  international  Advisor to Goldman Sachs
Europe  Limited.  He also  serves on the  board of  directors  of Dell  Computer
Corporation  and  Sagent  Technology  Inc.  Mr.  Luft  is also a  member  of the
International Advisory Board of the Business School of International  University
of Germany.

    Carl  Pascarella  has served as a director  of the Company  since  September
1997.  Since August 1993, Mr.  Pascarella has been President and Chief Executive
Officer of Visa USA. From January 1983 to August 1993,  he was  Assistant  Chief
General Manager of the Asia-Pacific region of Visa USA. Before joining Visa USA,
Mr.  Pascarella  was Vice  President  of the  International  Division of Crocker
National  Bank.  He  also  served  as Vice  President  of  Metropolitan  Bank at
BankersTrust Company. Mr. Pascarella holds a B.A. from the University of Buffalo
and an M.B.A. from Harvard University.

Executive  Officers.  The names of and  certain  information  about the  current
executive  officers of the  Company are set forth under Item 1 of Part I of this
Form 10-K under the  heading  "Employees;  Executive  Officers."  The  following
person has been  appointed  as an  executive  officer of the  Company  since the
original filing of the Form 10-K:

   Jaime A.  Ellertson,  43, became  Executive Vice President and Chief Strategy
Officer  of the  Company  on April  14,  2000  when the  Company  completed  its
acquisition of Interleaf, Inc., a provider of enterprise-wide software tools for
e-content  management.  Before then, Mr. Ellertson served as President and Chief
Executive Officer and a director of Interleaf since January 1997. From July 1996
to January  1997,  he served as  Chairman  of  Purview  Technologies,  Inc.,  an
internet  monitoring,   management  and  analysis  company.  Mr.  Ellertson  was
President and Chief Executive Officer of Tartan, Inc., a developer of compilers,
from January 1996 to June 1996.  From July 1990 to December  1996,  he served as
President  and  Chief  Executive  Officer  of  Openware  Technologies,  Inc.,  a
developer of software and provider of services.



                                      -2-
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

    Section  16(a) of the  Exchange Act requires  the  Company's  directors  and
executive  officers,  and persons who own more than 10% of a registered class of
the  Company's  equity  securities,  to file  with the SEC  initial  reports  of
ownership  and reports of changes in  ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

     To the Company's knowledge,  based solely on a review of the copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports were  required,  during the fiscal year ended  December  31,  1999,  all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than 10% beneficial  owners were complied with,  except:  one Form 4 was
filed late by Mr. Bolten and two Forms 4 were filed late by Sandra Vaughan, Vice
President, Corporate Marketing and formerly an executive officer of the Company.

ITEM 11.   EXECUTIVE COMPENSATION

Compensation of Directors

         Directors  currently  do not  receive  any cash  compensation  from the
Company for their  services as members of the Board of Directors,  although they
are reimbursed for certain  expenses in connection  with attendance at Board and
Committee meetings.

         In January  1999,  Mr.  Garrett was granted a stock  option to purchase
720,000 shares of the Company's  Common Stock at an exercise price of $3.389 per
share.  In  February,  2000,  Mr.  Luft was  granted a stock  option to purchase
240,000 shares of the Company's  Common Stock at an exercise price of $49.75 per
share.  The  options  vest  25% on  the  one  year  anniversary  of the  vesting
commencement date and monthly thereafter over a three year period.

Compensation of Executive Officers



                                      -3-
<PAGE>

                             SUMMARY OF COMPENSATION
<TABLE>

         The  following  table shows,  for the fiscal  years ended  December 31,
1999,  1998,  and 1997,  compensation  awarded  or paid to, or  earned  by,  the
Company's Chief Executive Officer and its three other persons who were executive
officers  at  December  31,  1999 and whose  salary and bonus for the year ended
December 31, 1999 exceeded $100,000 (the "Named Executive Officers"):
<CAPTION>

                                                   Summary Compensation Table

                                                                                                      Long-Term
                                                                                                     Compensation
                                                                          Compensation(1)               Awards
                                                                          ---------------               ------
                                                                                                      Securities
                                                                                      Annual          Underlying
         Name and Principal Position                   Year           Salary ($)     Bonus ($)       Options (#)
         ---------------------------                   ----           ----------     ---------       -----------
<S>                                                    <C>             <C>          <C>                <C>
Pehong Chen................................            1999            $ 246,034     $106,250          4,500,000
 Chairman of the Board, President..........            1998              200,000       75,000                 --
 And Chief Executive Officer...............            1997              178,333       16,000

Randall C. Bolten..........................            1999              170,456       37,500            180,000
 Vice President, Finance and...............            1998              154,008       36,000            351,000
 Chief Financial Officer...................            1997              141,190       27,225            155,700

Clark W. Catelain..........................            1999              188,308       40,000            180,000
 Vice President, Engineering...............            1998              170,000       36,000            531,000
                                                       1997              155,025       25,450            124,200
Sandra Vaughan(2)..........................            1999              157,942       33,000             94,500
 Vice President, Marketing.................            1998              144,000       22,000            540,000
                                                       1997              135,017       14,700            180,000
<FN>
----------
(1)  Includes amounts earned but deferred at the election of the Named Executive Officers under the Company's 401(k) plan.
(2)  Ms. Vaughan was elected Vice President of Marketing in 1998.
</FN>
</TABLE>

                        STOCK OPTION GRANTS AND EXERCISES

         In addition  to the  Incentive  Plan,  the Company may also grant stock
options to non-officer  employees under its 2000  Non-Officer  Equity  Incentive
Plan (the "Non-Officer  Plan").  The Non-Officer Plan authorized the issuance of
6,000,000  shares of the Company's  Common Stock.  Only employees of the Company
who are not officers or  directors  are  eligible to receive  options  under the
Non-Officer Plan,  unless the option is an inducement  essential to an officer's
entering into an employment contract with the Company. Options granted under the
Non-Officer  Plan are not intended by the Company to qualify as incentive  stock
options under the Code. As of March 31, 2000, there were no outstanding  options
to purchase shares under the Non-Officer Plan and options to purchase  6,000,000
shares  remained  available for future grant under the  Non-Officer  Plan. As of
March 31,  2000,  options  to  purchase  a total of  17,604,270  shares had been
granted  outside  of the  Incentive  Plan  and the  Non-Officer  Plan  and  were
outstanding.



                                      -4-
<PAGE>

<TABLE>
         The following  tables show for the fiscal year ended December 31, 1999,
certain information regarding options granted to, exercised by, and held at year
end by, the Named Executive Officers:

                                              Option Grants In Last Fiscal Year
                                                                                       Potential Realizable Value at
                                                                                       Assumed Annual Rates of Stock
                                                                                           Price Appreciation for
                                               Individual Grants                                Option Term (3)
                          ------------------------------------------------------------ -------------------------------
                                         Percent of
                                           Total
                           Number of      Options
                           Securities    Granted to      Exercise
                           Underlying    Employees      Price Per
                            Options      in Fiscal    Share ($/Sh)
          Name            Granted (#)    Year % (1)        (2)        Expiration Date      5% ($)          10% ($)
          ----            -----------    ----------        ---        ---------------      ------          -------
<S>                       <C>              <C>        <C>               <C>           <C>              <C>
Pehong Chen(4)            4,500,000        15.0       $     6.667        6/24/09      $18,866,933      $47,812,513

Randall C. Bolten(4)        180,000         0.6             4.750        5/26/09          537,704        1,362,650

Clark A. Catelain(4)        180,000         0.6             4.750        5/26/09          537,704        1,362,650

Sandra Vaughan(4)            90,000         0.3             4.750        5/26/09          268,852          981,328

                              4,500         0.0            34.958       12/10/09           98,933          250,715
<FN>
----------
(1)  Based on options to purchase 29,970,300 shares granted in 1999.
(2)  The exercise  price per share of each option was equal to the closing sales
     price of the Common Stock as quoted on the Nasdaq Stock  Market's  National
     Market System on the day prior to the date of grant.
(3)  The  potential  realizable  value is based on the term of the option at its
     time of grant (10 years). It is calculated by assuming that the stock price
     on the date of grant  appreciates at the indicated annual rate,  compounded
     annually for the entire term of the option and that the option is exercised
     and sold on the last day of its term for the appreciated  stock. The 5% and
     10% columns  represent  assumed rates of  appreciation  only, in accordance
     with the rules of the SEC,  and do not  reflect the  Company's  estimate or
     projection of future stock price  performance.  Actual  gains,  if any, are
     dependent on the actual future  performance  of the Company's  Common Stock
     and no gain to the  optionee is possible  unless the stock price  increases
     over the option term, which will benefit all stockholders.
(4)  The  options  have a term of 10 years,  subject to earlier  termination  in
     certain  events  related  to  termination  of  employment,  is  immediately
     exercisable  and  vests  over a  60-month  period,  with 20% of the  shares
     vesting  after  one  year,  and  1/60  of the  shares  vesting  each  month
     thereafter.  The options will fully vest in the event of a  dissolution  or
     liquidation or other corporate reorganization, unless the acquiring company
     assumes the options or substitutes similar options.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                      Fiscal Year-End Option Values Of Unexercised Options

                                                              Number of Securities Underlying
                                                                   Unexercised Options at            Value of Unexercised
                                                                     December 31, 1999              In-the-Money Options at
                                  Shares                                  (#)(2)                      December 31, 1999 (3)
                                Acquired On       Value       ------------------------------      ----------------------------
            Name               Exercise (#)   Received (1)    Exercisable      Unexercisable      Exercisable    Unexercisable
            ----               ------------   ------------    -----------      -------------      -----------    -------------
<S>                                <C>        <C>              <C>               <C>             <C>                    <C>
Pehong Chen...............            --              --       9,000,000         $0              $510,187,500           $0

Randall C. Bolten(4)......         235,863    $1,362,650         320,157          0                18,148,899            0


Clark W. Catelain(4)......            --              --         864,300          0                                      0
                                                                                                  48,995,006
Sandra Vaughan(4).........         457,866      7,140,595        515,637          0                                      0
                                                                                                  29,230,172
<FN>
------------------
(1)  Value  received is based on the per share  deemed  values of the  Company's
     Common  Stock on the date of exercise,  determined  after the date of grant
     solely for financial accounting purposes, minus the exercise price, without
     taking  into  account  any taxes  that may be  payable  in  connection  the
     transaction.
                                      -5-
<PAGE>

(2)  Reflects vested and unvested  shares at December 31, 1999.  Options granted
     are  immediately  exercisable,  but are subject to the  Company's  right to
     repurchase  unvested  shares on termination of employment.

(3)  Fair  market  value of the  Company's  Common  Stock at  December  31, 1999
     ($56.6875)  minus the exercise  price of the options.

(4)  Reflects shares acquired upon the early exercise of stock options,  some of
     which are subject to a right of repurchase by the Company.
</FN>
</TABLE>


ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
ownership  of the  Company's  Common  Stock as of March  31,  2000 by:  (i) each
director;  (ii) each of the executive officers named in the Summary Compensation
Table under Part III, Item 11 above;  (iii) all executive officers and directors
of the  Company  as a group;  and  (iv) all  those  known by the  Company  to be
beneficial owners of more than 5% of its Common Stock.

                                      -6-
<PAGE>
<TABLE>
<CAPTION>


                                                                                    Beneficial Ownership(1)
                                                                                    -----------------------
                                                                              Number of                Percent of
                    Beneficial Owner                                          Shares                      Total
                    ----------------                                          ------                      -----
<S>                                                                           <C>                       <C>
Pehong Chen(2)....................................................            57,375,000                22.2%
David L. Anderson(8)..............................................             2,021,415                 *
Koh Boon Hwee(4)..................................................             1,701,972                 *
Randall C. Bolten(5)..............................................             1,671,825                 *
Clark W. Catelain(6)..............................................             1,476,600                 *
Sandra Vaughan(7).................................................               889,101                 *
Todd A. Garrett(8)................................................               540,000                 *
Yogen K. Dalal(9).................................................               529,701                 *
Carl Pascarella(10)...............................................               450,000                 *
Klaus Luft(12)....................................................               240,000                 *
All Directors and Executive Officers as a group (10 persons)(13)..            66,518,109                25.40%
<FN>
------------------
*     Less than one percent

(1)  This table is based upon  information  supplied by officers,  directors and
     principal  stockholders  and  Schedules  13D,  13F and 13G  filed  with the
     Securities and Exchange Commission (the "SEC").  Unless otherwise indicated
     in the footnotes to this table and subject to community property laws where
     applicable,  the Company  believes that each of the  stockholders  named in
     this table has sole voting and investment  power with respect to the shares
     indicated  as  beneficially  owned.  Applicable  percentages  are  based on
     261,890,074,, shares outstanding on March 31, 2000, adjusted as required by
     rules promulgated by the SEC.

(2)  Includes  9,000,000  shares of Common Stock  issuable  upon the exercise of
     stock  options  exercisable  within 60 days of March 31,  2000,  subject to
     repurchase of unvested  shares.  Excludes  2,700,000 shares of Common Stock
     held in  trust  by  independent  trustees  for the  benefit  of Dr.  Chen's
     children.

(3)  Includes  1,138,014  shares of Common Stock held in a retirement trust over
     which Mr. Anderson  exercises voting and investing power.  Includes 327,771
     shares of  Common  Stock  owned by Anvest  L.P.,  over  which Mr.  Anderson
     exercises  voting and investing power.  Mr. Anderson  disclaims  beneficial
     ownership  of the  shares of Common  Stock  held by the other  persons  and
     entities associated with Sutter Hill, except to the extent of his pecuniary
     interest therein. Includes 178,125 shares of Common Stock issuable upon the
     exercise of a stock  option  exercisable  within 60 days of March 31, 2000,
     subject to repurchase of unvested shares.

(4)  Includes  540,000  shares of Common Stock held by Seven Seas Group Ltd., in
     which Mr. Koh holds a controlling  interest,  and 450,000  shares of Common
     Stock  issuable upon the exercise of a stock option  exercisable  within 60
     days of March 31, 2000, subject to repurchase of unvested shares.

(5)  Includes 976,728 shares of Common Stock held in trust by Mr. Bolten and his
     wife for their benefit and 251,757 shares of Common Stock issuable upon the
     exercise of stock  options  exercisable  within 60 days of March 31,  2000,
     subject to repurchase of unvested shares.

(6)  Includes 863,700 shares of Common Stock issuable upon the exercise of stock
     options exercisable within 60 days of March 31, 2000, subject to repurchase
     of unvested shares.

(7)  Includes 516,237 shares of Common Stock issuable upon the exercise of stock
     options exercisable within 60 days of March 31, 2000, subject to repurchase
     of unvested shares.

(8)  Includes  540,000  shares of Common Stock  issuable  upon the exercise of a
     stock  option  exercisable  within 60 days of March 31,  2000,  subject  to
     repurchase of unvested shares.

(9)  Includes  57,201  shares of Common  Stock held in a family trust over which
     Mr. Dalal exercises voting and investing  power.  Includes 22,500 shares of
     Common  Stock held in a  retirement  trust over which Mr.  Dalal  exercises
     voting and investing  power,  and 450,000  shares of Common Stock  issuable
     upon the exercise of a stock option exercisable within 60 days of March 31,
     2000, subject to repurchase of unvested shares.

(10) Includes  450,000  shares of Common Stock  issuable  upon the exercise of a
     stock  option  exercisable  within 60 days of March 31,  2000,  subject  to
     repurchase of unvested shares.



                                      -7-
<PAGE>

(11) Includes  240,000  shares of Common Stock  issuable  upon the exercise of a
     stock  option  exercisable  within 60 days of March 31,  2000,  subject  to
     repurchase of unvested shares.

(12) Includes the information contained in the notes above, as applicable.
</FN>
</TABLE>

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The Company has entered into indemnity  agreements with certain officers and
directors of the Company which  provide,  among other  things,  that the Company
will  indemnify  such officer or director,  under the  circumstances  and to the
extent provided for therein, for expenses, judgments, fines and settlements that
he may be required to pay in actions or proceedings which he is or may be made a
party by reason of his  position  as a  director,  officer or other agent of the
Company,  and otherwise to the fullest extent  permitted  under Delaware law and
the Company's By-laws.


                                       -8-
<PAGE>

                                   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Annual  Report on Form 10-K for the period ended  December 31, 1999 to be signed
on its behalf by the undersigned,  thereunto duly  authorized,  in Redwood City,
State of California, on this 28th day of April 2000.

                                            BroadVision, Inc.

                                            By: /s/ Pehong Chen
                                            -------------------
                                               Pehong Chen
                                   Chairman of the Board, President and
                                          Chief Executive Officer

<TABLE>
   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates  indicated and under the power
of attorney granted the person signing on behalf of the named person
<CAPTION>

          Signature                                Title                                     Date
          ---------                                -----                                     ----
<S>                                <C>                                                  <C>
        /s/ Pehong Chen            Chairman of the Board, President and                 April 28, 2000
        ---------------
          Pehong Chen                     Chief Executive Officer
                                       (Principal Executive Officer)

     /s/ Randall C. Bolten              Vice President, Operations,                     April 28, 2000
     ---------------------               Chief Financial Officer
       Randall C. Bolten                   (Principal Financial
                                          and Accounting Officer)



    /s/ David L. Anderson*                       Director                               April 28, 2000
    ----------------------
       David L. Anderson

    /s/ Yogen K. Dalal*                          Director                               April 28, 2000
    ----------------------
        Yogen K. Dalal

    /s/ Koh Boon Hwee*                           Director                               April 28, 2000
    ----------------------
         Koh Boon Hwee

    /s/ Carl Pascarella*                         Director                               April 28, 2000
    ----------------------
        Carl Pascarella

    /s/ Todd A. Garrett*                         Director                               April 28, 2000
    ----------------------
        Todd A. Garrett

     /s/ Klaus Luft*                             Director                               April 28, 2000
     ----------------------
         Klaus Luft

<FN>
/s/ Randall C. Bolten
----------------------
*Signed under Power of Attorney
</FN>
</TABLE>

                                       -9-