SALESLOGIX CORP, S-1/A, 1999-04-16

SALESLOGIX CORP
S-1/A, 1999-04-16
PREPACKAGED SOFTWARE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1999

REGISTRATION NO. 333-75353

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

SALESLOGIX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 7372 86-0808340
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION CLASSIFICATION CODE NUMBER)
OR ORGANIZATION)
</TABLE>

8800 N. GAINEY CENTER DRIVE, SUITE 200
SCOTTSDALE, ARIZONA 85258
(602) 368-3700
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
------------------------

PATRICK M. SULLIVAN, PRESIDENT
SALESLOGIX CORPORATION
8800 N. GAINEY CENTER DRIVE, SUITE 200
SCOTTSDALE, ARIZONA 85258
(602) 368-3700
FAX (602) 368-3799
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

COPIES TO:

<TABLE>
<S> <C>
THOMAS H. CURZON, ESQ. JEFFREY D. SAPER, ESQ.
WILLIAM M. HARDIN, ESQ. ROBERT G. DAY, ESQ.
CHRISTOPHER S. STACHOWIAK, ESQ. RICHARD JAY SILVERSTEIN, ESQ.
OSBORN MALEDON, P.A. ALLISON L. BERRY, ESQ.
2929 NORTH CENTRAL AVENUE WILSON SONSINI GOODRICH & ROSATI, PC
PHOENIX, ARIZONA 85012-2794 650 PAGE MILL ROAD
(602) 207-1288 PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
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, please 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(c)
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. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

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.

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- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED , 1999

PROSPECTUS

3,325,000 SHARES

[SALES LOGIX LOGO]

COMMON STOCK

This is an initial public offering of common stock by SalesLogix
Corporation. We are selling 3,325,000 shares of common stock. The estimated
initial public offering price is between $9.00 and $11.00 per share.

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

Prior to this offering, there has been no public market for the common
stock. The shares of common stock have been proposed to be listed for quotation
on the Nasdaq National Market under the symbol SLGX.

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

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- --------
<S> <C> <C>
Initial public offering price............................... $ $
Underwriting discounts and commissions...................... $ $
Proceeds to SalesLogix, before expenses..................... $ $
</TABLE>

SalesLogix has granted the underwriters an option for a period of 30 days
to purchase up to 498,750 additional shares of common stock.

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

INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

HAMBRECHT & QUIST BANCBOSTON ROBERTSON STEPHENS

U.S. BANCORP PIPER JAFFRAY

, 1999
<PAGE> 3

INSIDE FRONT COVER
[SALESLOGIX LOGO]

What you need to sell today.
<PAGE> 4

[INSIDE PULL-OUT]

[ARTWORK--INTERACTIVE SELLING NETWORK]

DESCRIPTION

Conceptual overview of the SalesLogix solution. Includes visual
representation of sales, marketing and customer service networked together
through multiple servers and the Internet to create a platform to serve a number
of clients. Five will be pictured in the visual--telesales, partner selling,
field selling, e-selling and customer service. All will include accompanying
text to explain a relevant component of the solution.

TEXT

Will include the following:

- HEADING--SalesLogix. Enabling mid-market companies to sell.

- COPY--Three blocks:

The future of the front office is here. It's SalesLogix. A solution that
has been designed from the start to enable mid-market companies to
automate their interactive selling networks. To build online communities
that link field sales, telesales, VARs, partners, commerce channels
together with the customers that require their products and services. To
create prospect and customer interactions that use the Internet to
streamline and personalize communications.

SalesLogix products make the selling process faster, easier and more
effective. Through a network that connects sales, marketing and support
operations across multiple channels of distribution. Using products that
automate all the key elements of selling, providing more time to build
long-lasting relationships.

It's a solution that enables mid-market companies to grow, innovate and
compete. Which is what a front office should be all about.

- TELESALES--graphic head with attached text:

Contact Management--captures leads automatically and triggers calls with
custom scripts/ fulfillment.

- VAR SALES--graphic head with attached text:

Account Management--integrates third party partners over the Web and
tracks account activities/forecasts.

- REMOTE FIELD SALES--graphic head with attached text:

Opportunity Management--synchronizes account activity and collaborates
on key management processes

- E-SELLING--graphic head with attached text:

Order Management--uses guided selling aids to close orders

- CUSTOMER SERVICE--graphic head with attached text:

Relationship Management--enables self-service updates and a dynamic
support infrastructure
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 1
Risk Factors................................................ 4
Forward Looking Statements.................................. 12
Use of Proceeds............................................. 13
Dividend Policy............................................. 13
Corporate Information....................................... 13
Capitalization.............................................. 14
Dilution.................................................... 15
Selected Consolidated Financial Data........................ 16
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 18
Business.................................................... 29
Management.................................................. 45
Certain Transactions........................................ 53
Principal Stockholders...................................... 55
Description of Capital Stock................................ 57
Shares Eligible for Future Sale............................. 59
Underwriting................................................ 61
Legal Matters............................................... 62
Experts..................................................... 63
Where You Can Find More Information......................... 63
Index To Financial Statements............................... F-1
</TABLE>

Information contained on SalesLogix' website does not constitute part of
this prospectus.

SALESLOGIX and SUPPORTLOGIX are registered trademarks of SalesLogix
Corporation. This prospectus also contains trademarks and tradenames of other
companies.
<PAGE> 6

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this
prospectus. This summary may not contain all the information you should consider
before investing in our common stock. You should read the entire prospectus
carefully, including "Risk Factors" and the financial statements, before making
an investment decision.

OUR BUSINESS

SalesLogix is a leading provider of software that enables mid-market
businesses to create interactive selling networks that automate prospect and
customer interactions. Our products leverage emerging technologies such as the
Internet to dynamically connect networks of mobile sales, internal telesales,
marketing and support organizations as well as third party resellers, supply
chain participants and other partners. Our products enhance the speed, quality
and effectiveness of selling through this network by:

- Providing salespeople with personalized and easy to use sales automation
software that uses our guided selling technology to streamline prospect
interactions;

- Automating the key elements of selling--marketing, contact management,
account management, opportunity management, order management and customer
support;

- Integrating processes for selling through multiple channels--direct
sales, telesales, indirect sales and e-commerce; and

- Synchronizing records generated from selling activities into a customer
interaction repository, which enables collaborative selling, marketing
and customer support.

Sales automation software has recently emerged as a critical requirement
for organizations seeking to gain a competitive advantage in their front office
operations. While a number of applications designed to automate the front office
have been introduced over the past decade, a majority of them have been targeted
at large corporations and have been expensive and time consuming to deploy and
maintain. As a result, many businesses, particularly in the mid-market, have not
implemented these applications. We believe that there is a strong demand among
mid-market businesses for sales automation software that addresses the
limitations of the current generation of applications.

Mid-market businesses, which are becoming the driving forces of growth and
innovation in many industries, have adopted dynamic business models that
leverage interactive selling networks to compete with larger organizations. For
example, many of these businesses now seek to use the Internet as a low-cost,
global infrastructure through which they can easily share information across the
enterprise as well as with outside partners. The Internet has also created an
entirely new and fast growing channel for mid-market businesses to reach and
cost-effectively support their customers directly. We believe mid-market
businesses increasingly require sales automation software that is easy to use,
cost-effective and can support new models of collaborative and Internet-based
selling.

SalesLogix provides sales automation software designed specifically for the
mid-market. We have built our software to be easy to use, rapid to deploy and
implement and to deliver high performance with a low total cost of ownership.
Our software provides both the out-of-the-box functionality necessary to quickly
derive benefits as well as the flexibility to create a solution tailored to the
specific and evolving requirements of our customers. Our award-winning remote
software includes synchronization technology to provide high performance for
remote users, as well as patented guided selling technology to standardize and
automate complex selling processes. We recently signed a term sheet to acquire
Enact Incorporated, a provider of sales configuration software for managing
product catalogs and marketing encyclopedias and generating proposals, quotes
and orders.

1
<PAGE> 7

We believe that a reseller channel is the best and most cost-effective way
to reach mid-market businesses. As a result, we sell our software primarily
through our network of more than 225 resellers, whom we refer to as "Business
Partners." Our Business Partners provide local implementation and customization
services, deliver specific vertical market expertise and extend our domestic and
international reach. We have built our products specifically for the channel by
making them easy to use and implement while at the same time making them highly
customizable and able to integrate with other systems. Through our Open CRM
Initiative, we have certified over 20 applications developed by our Business
Partners to extend our product. We intend to complement our reseller channel by
expanding our targeted direct sales force to pursue key strategic accounts. In
addition, we intend to further develop our telesales channel and establish an
e-commerce channel to sell entry-level and customer add-on products. We have
licensed our software to over 1,100 domestic and international customers in a
variety of industries, including high technology, financial services,
telecommunications, utilities, retail, banking, health care and real estate.

Our principal executive offices are located at 8800 N. Gainey Center Drive,
Suite 200, Scottsdale, Arizona 85258 and our telephone number is (602) 368-3700.
We were incorporated in Delaware in 1995.

THE OFFERING

Common stock offered by SalesLogix...... 3,325,000 shares

Common stock to be outstanding after
this offering........................... 17,891,682 shares(1)

Use of proceeds......................... For general corporate
purposes, including working
capital and capital
expenditures, and to repay
existing indebtedness. See
"Use of Proceeds."

Proposed Nasdaq National Market
symbol.................................. SLGX
- ------------------------------

(1) This information is based on the number of outstanding shares on March 31,
1999. It includes 362,694 shares of common stock to be issued in a
concurrent private placement described below, assuming an initial public
offering price of $10.00 per share. It also includes 609,424 shares of
common stock to be issued in connection with the closing of the Enact
acquisition. It excludes 1,691,432 shares of common stock to be issued under
outstanding options and warrants granted at a weighted average exercise
price of $1.58 a share.

CONCURRENT PRIVATE PLACEMENT

Concurrent with this public offering, The Goldman Sachs Group, L.P., and
certain of its affiliates, all of which are existing stockholders of SalesLogix,
have agreed to purchase an aggregate of $3.5 million of our common stock in a
private placement at a price per share equal to the initial public offering
price, less 3.5%. The sale of these shares to Goldman Sachs will not be
registered in this offering and, unless registered, will be subject to the
one-year holding period requirement of Rule 144 under the Securities Act of
1933. See "Description of Capital Stock -- Registration Rights" and "Shares
Eligible For Future Sale."

2
<PAGE> 8

The summary consolidated financial data presented below is derived from the
consolidated financial statements of SalesLogix and its subsidiaries.

The pro forma consolidated balance sheet data summarized below gives effect
to (a) the conversion of all outstanding shares of preferred stock and Class B
common stock into shares of common stock, and (b) in connection with the
proposed acquisition of Enact, the payment of $4.1 million in cash, the issuance
of 609,424 shares of common stock, and the related estimated purchase accounting
adjustments.

The pro forma as adjusted consolidated balance sheet data summarized below
reflects the application of net proceeds from the sale of 3,325,000 shares of
common stock offered by SalesLogix at an assumed initial public offering price
of $10.00 per share and net proceeds from the concurrent $3.5 million private
placement of shares of common stock to The Goldman Sachs Group, L.P. and certain
of its affiliates.

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------- ------------------
1996 1997 1998 1998 1999
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Total revenues................................... $ -- $ 4,779 $15,643 $ 3,162 $ 6,302
Loss from operations............................. (3,543) (5,306) (6,722) (994) (1,094)
Net loss......................................... (3,349) (5,140) (6,592) (1,036) (1,047)
Historic basic and diluted net loss per share.... $ (0.87) $ (1.30) $ (1.75) $ (0.25) $ (0.30)
Pro forma basic and diluted net loss per share... $ (0.54) $ (0.08)
Shares used in computation of historic basic and
diluted net loss per share..................... 3,872 3,951 3,771 4,096 3,443
Shares used in computation of pro forma
net loss per share............................. 12,311 13,488
</TABLE>

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
-----------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------- ------------ --------------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................. $ 9,354 $ 5,137 $ 37,611
Working capital........................................... 9,736 4,318 37,183
Total assets.............................................. 24,261 28,503 60,977
Stockholders' equity...................................... 15,679 18,832 52,382
</TABLE>

Unless stated otherwise, we present information in this prospectus assuming
(1) a net increase of 1,116,667 shares reserved for issuance under existing
stock option plans approved by the board of directors on March 19, 1999, which
are subject to stockholder approval, (2) the conversion of all outstanding
shares of preferred stock and Class B common stock into a total of 10,118,263
shares of common stock at the closing of this offering, (3) the concurrent $3.5
million private placement of 362,694 shares of common stock to Goldman Sachs,
assuming an initial public offering price of $10.00 per share, and (4) no
exercise of the underwriters' over-allotment option.

3
<PAGE> 9

RISK FACTORS

You should consider carefully the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Any of the
following risks, as well as other risks and uncertainties that are not yet
identified or that we currently think are immaterial, could harm our business,
financial condition and operating results and could result in a complete loss of
your investment.

WE HAVE A LIMITED OPERATING HISTORY

We commenced operations in January 1996 and released our first commercial
version of SalesLogix in April 1997. Accordingly, we have a limited operating
history and we face all of the risks and uncertainties encountered by early
stage software companies in rapidly evolving markets. These risks and
uncertainties include:

- significant fluctuations in quarterly operating results and expected
future losses;

- risks that competition, technological change or evolving customer
preferences could adversely affect market acceptance of our products;

- challenges we encounter in expanding and managing our sales, support and
distribution channels;

- risks that new products and product enhancements will not be timely
developed or introduced;

- significant dependence on our key personnel; and

- risks that management will not be able to effectively manage planned
growth and potential acquisitions.

Our limited operating history makes it difficult to forecast our future
operating results. The new, competitive, fragmented and rapidly changing nature
of our market increases these risks and uncertainties. We cannot assure you that
our business strategy will be successful or that we will successfully address
these risks and the risks detailed below.

WE HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR FUTURE LOSSES

We incurred net losses in each quarter from inception through March 31,
1999. As of March 31, 1999, we had an accumulated deficit of approximately $18.4
million. We have not achieved profitability and expect to continue to incur net
losses for the foreseeable future. We expect to continue to devote substantial
resources to our product development, sales, marketing and customer support
activities. As a result, we will need to generate significant quarterly revenues
to achieve and maintain profitability. Although our revenues have increased over
recent quarters, we cannot assure you that we will realize sufficient revenues
to achieve and sustain profitability in any future period.

OUR FUTURE OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY AND MAY FAIL
TO MEET OR EXCEED THE EXPECTATIONS OF SECURITIES ANALYSTS OR INVESTORS,
CAUSING OUR STOCK PRICE TO DECLINE

Our operating results are difficult to predict and are likely to fluctuate
significantly on a quarterly and an annual basis due to a number of factors,
many of which are outside of our control. It is particularly difficult to
predict the timing or amount of our license revenues because our products are
typically shipped shortly after orders are received and therefore the amount of
unfilled orders for our products is small. Furthermore, because of customer
buying patterns that we do not expect to change, we recognize a substantial
portion of our license revenues in the last month and often in the last

4
<PAGE> 10

weeks or days of a quarter. Other factors that may contribute to the difficulty
of predicting our operating results include, but are not limited to, the
following:

- the lengthiness and unpredictability of sales cycles for our products;

- the mix of revenues generated by product licenses and customer service
and support;

- the mix of sales channels through which our products are sold;

- new product announcements and introductions by our competitors; and

- our ability to develop, market and manage product transitions and
acquisitions.

Due to the foregoing factors, we believe that period-to-period comparisons
of our operating results should not be relied upon as indicative of future
performance.

We plan to increase our operating expenses to expand our product
development, sales, marketing and customer support activities. We base our
decisions regarding our operating expenses on anticipated revenue trends and
many of our expenses are relatively fixed in the short term. We may not be able
to reduce our expenses if our revenues are lower than anticipated, which could
cause our operating results to be below the expectations of public market
analysts or investors, causing the price of our common stock to fall.

SEASONALITY AFFECTS OUR REVENUES AND MAY NEGATIVELY IMPACT OUR OPERATING RESULTS

In the past, we have experienced significant seasonality in our quarterly
revenues. Our revenues have tended to be stronger in the fourth quarter than in
each of the first three quarters of a year. Our license revenues may be lower in
our first quarter than in the preceding fourth quarter. We believe that these
fluctuations are caused primarily by customer buying patterns, which are often
influenced by year-end budgetary pressures as well as by our sales force
compensation policies and those of our resellers, which tend to reward sales
personnel who meet or exceed year-end sales quotas. We expect this trend to
continue for the foreseeable future.

OUR OPERATING RESULTS PRIMARILY RELY ON MARKET ACCEPTANCE OF OUR SALESLOGIX
PRODUCT

During 1998 and the three months ended March 31, 1999, license revenues
from our SalesLogix product accounted for approximately 94% and 93% of our total
license revenues, respectively. We expect product license revenues from
SalesLogix to continue to account for a substantial majority of our revenues for
the foreseeable future. Widespread market acceptance of SalesLogix is critical
to our future success. As a result, factors adversely affecting the pricing or
demand for SalesLogix, such as competition, technological change or evolution in
customer preferences, could materially adversely affect our business, financial
condition and operating results. Many of these factors are beyond our control
and difficult to predict. Our future financial performance will depend
substantially on our ability to develop and maintain market acceptance of new
and enhanced versions of SalesLogix and other new products.

WE RELY PRIMARILY UPON OUR RESELLERS FOR THE SALE AND IMPLEMENTATION OF OUR
PRODUCTS

Our sales and distribution strategy focuses primarily on developing and
expanding indirect distribution channels through our network of resellers and,
to a lesser extent, expanding our direct sales organization. Sales to or
initiated by our resellers, whom we refer to as our Business Partners, accounted
for 86% and 75% of license revenues in 1998 and the three months ended March 31,
1999, respectively, and we expect that a substantial majority of our license
revenues will continue to be generated by our resellers. Our success will
continue to depend significantly on our ability to develop and cultivate
relationships with our resellers, as well as on the success of their sales
efforts. Our reliance on an indirect sales channel makes it more difficult to
maintain quality control

5
<PAGE> 11

and forecast sales. Our focus on indirect distribution may adversely affect our
business, financial condition and operating results if we are unable to:

- adequately train and certify a sufficient number of resellers;

- provide adequate incentives to our resellers;

- provide adequate service and support to our end users through our
resellers;

- retain company and brand loyalty with our resellers and end user
customers;

- manage conflict among our resellers, whose contracts with us are
generally non-exclusive; or

- manage collection of receivables from resellers on a timely basis.

Many of our resellers also sell products that compete with our products and
we cannot assure you that our resellers will continue to devote the resources
necessary to provide us with effective sales, marketing and technical support.
We are currently investing, and intend to continue to invest, significantly to
support and expand our reseller channels. We cannot assure you that we will be
able to retain our existing resellers or add new resellers and distributors to
market, sell, implement and support our products effectively. Our failure to do
so could materially adversely affect our business.

IF WE EXPERIENCE DIFFICULTY EXPANDING OUR DIRECT SALES CAPABILITY, WE MAY NOT BE
ABLE TO EXPAND OUR BUSINESS AS PLANNED

In mid-1998, we established a direct sales organization to focus on key
strategic accounts and larger opportunities and we plan to expand the size of
our direct sales force. We have limited experience in establishing and
maintaining a direct sales force. Accordingly, this internal expansion may not
be successfully completed and the cost of this expansion may exceed the revenues
generated. Our expanded sales organization may not be able to compete
successfully against the significantly more extensive and well-funded sales and
marketing operations of many of our current or potential competitors. In
addition, expansion of our direct sales force may lead to conflict with our
resellers. We have experienced and continue to experience difficulty in
recruiting qualified sales personnel. We cannot assure you that we will be able
to effectively maintain and grow our direct sales force.

WE FACE INTENSE COMPETITION THAT COULD ADVERSELY AFFECT OUR BUSINESS

The market for front office automation software is intensely competitive,
fragmented and rapidly changing. We primarily compete with a variety of software
vendors that provide marketing, sales and customer support automation products.
While numerous solutions can be cited as potential competitors, direct
competitors of SalesLogix can be broadly segmented into three groups:

- Enterprise Front Office Vendors such as Aurum, Onyx, Pivotal, Siebel and
Vantive. These companies generally seek to provide automated selling
solutions to large enterprises through direct sales forces. They also
offer customized solutions through consulting services. Several of these
companies have announced strategies to target the mid-market
opportunities we are pursuing.

- Low-end Contact Manager Vendors such as Symantec with its ACT! product,
Goldmine and Microsoft with its Outlook product. These products support a
single user or small workgroup of users and are sold primarily through a
retail channel. Several of these companies have also announced strategies
to target the mid-market opportunities we are pursuing.

- Internal Development by our customers' or potential customers' own
technology departments. These organizations have invested significant
resources in developing their own proprietary selling systems.

6
<PAGE> 12

Many of our competitors have longer operating histories and significantly
greater resources and name recognition. We cannot assure you that we will
compete successfully against these companies. We expect that competition will
increase as other established and emerging companies enter our market and as new
products and technologies are introduced. For example, several back office
software companies have built or acquired sales automation and other front
office products. Increased competition may result in price reductions, lower
gross margins, loss of our market share and loss of resellers and personnel, any
of which could materially adversely affect our business, financial condition and
operating results.

THE MARKET FOR SALES AUTOMATION SOLUTIONS IS EMERGING AND BROAD MARKET
ACCEPTANCE OF OUR PRODUCTS IS UNCERTAIN

The market for sales automation products is still emerging and continued
growth in demand for and acceptance of sales automation products remains
uncertain. The success of our business in the face of intense competition will
depend on growth of the overall market for sales automation products. We have
spent, and will continue to spend, considerable resources targeting the
mid-market segment of the sales automation market, educating potential customers
about our products and sales automation software solutions in general and
developing products that are compatible with Microsoft's browser technology and
the Internet. However, even with these efforts, sales of our products may not
increase unless the market for our products continues to grow. If the market for
our products does not grow or grows more slowly than we anticipate, the demand
for Internet-related front office products and services does not continue to
grow, or the mid-market segment turns out to have significantly less potential
than we estimate, our business, financial condition and operating results would
be materially adversely affected.

WE DEPEND ON MICROSOFT TECHNOLOGY

We have designed our products to operate using Microsoft technologies,
including Windows NT, Windows 98 and SQL Server. Although we believe that
Microsoft technologies are and will continue to be widely utilized by mid-market
businesses, no assurance can be given that these businesses will actually adopt
such technologies as anticipated or will not in the future migrate to other
computing technologies that we do not support. Moreover, our strategy requires
us to enhance our products and technology to be compatible with new developments
in Microsoft's technology.

WE MAY EXPERIENCE DIFFICULTIES MANAGING OUR GROWTH

Our recent growth has placed significant demands on management as well as
on our administrative, operational and financial resources. We intend to
continue to expand our operations to pursue existing and potential market
opportunities. To manage additional growth, we must expand our sales, marketing
and customer support organizations and improve our operational processes,
systems and management controls on a timely basis.

Our inability to sustain or manage additional growth could materially and
adversely affect our business, financial condition and operating results.

WE DEPEND ON KEY PERSONNEL FOR OUR FUTURE SUCCESS AND WE MAY NOT BE ABLE TO
RECRUIT AND RETAIN THE PERSONNEL WE NEED TO SUCCEED

Our future performance will largely depend on the continued efforts and
abilities of our key technical, customer support, sales and management
personnel, many of whom would be difficult to replace. In particular, we believe
that our future success is highly dependent on Patrick Sullivan, our Chief
Executive Officer and President. We experienced significant management changes
at the executive officer level during the fourth quarter of 1998 when we hired a
Vice President of Worldwide Sales and a Vice President of Marketing.
Accordingly, our executive management's ability to function effectively as a
team is unproven. Our success will depend on our ability to attract and retain
key

7
<PAGE> 13

personnel in the future. Competition for highly skilled employees with
technical, management, marketing, sales, product development and other
specialized training is intense and there can be no assurance that we will be
successful in attracting and retaining such personnel. In addition, we may
experience increased costs in order to attract and retain skilled employees. The
loss of any of our senior management or other key technical, customer support,
sales and marketing personnel, particularly if lost to competitors, could
materially and adversely affect our business, financial condition and operating
results. See "Management."

WE MAY BE UNABLE TO SUCCESSFULLY INTEGRATE ENACT AND FUTURE ACQUISITIONS

In March 1999, we executed a term sheet to acquire Enact, a privately-held
provider of sales configuration technology. After the transaction closes, we
will begin the process of integrating the Enact business with our business. This
process will be subject to risks commonly encountered in integrating
acquisitions, including, among others, risk of loss of key personnel;
difficulties associated with assimilating technologies, products, personnel and
operations; potential disruption of our ongoing business; the ability of our
sales force, resellers, consultants and development staff to adapt to the new
product line and unanticipated costs associated with the acquisition. We may not
successfully overcome these risks or any other problems encountered in
connection with the acquisition of Enact. As part of our business strategy, we
expect to consider acquiring other companies. In the event of such acquisitions,
we could issue equity securities which would dilute current stockholders'
percentage ownership, incur substantial debt or assume contingent liabilities.
Additionally, we may not be able to successfully integrate any technologies,
products, personnel or operations of companies that we may acquire in the
future. These difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses. If we are unable to
successfully address any of these risks, our business, financial condition and
operating results could be materially adversely affected.

OUR ABILITY TO GROW OUR BUSINESS WILL DEPEND IN PART ON SUCCESSFUL EXPANSION OF
OUR INTERNATIONAL OPERATIONS

To date, we have sold our products internationally primarily through our
resellers located in other countries and have supported our international
customers with our domestic customer support staff. Recently we opened a sales
office in the United Kingdom and we intend to continue to expand our
international operations and enter new international markets, primarily through
existing and new resellers and, to a lesser extent, through direct sales. This
expansion will require significant management attention and financial resources
and may not produce desired levels of revenue. We currently have limited
experience in marketing and distributing our products internationally and have
not yet developed non-U.S. versions of our products. In addition, our
international business is subject to certain inherent risks which could
materially and adversely affect our business, financial condition and operating
results, including:

- longer accounts receivable collection cycles;

- difficulties in managing operations across disparate geographic areas;

- difficulties in enforcing agreements and intellectual property rights;

- fluctuations in local economic, market and political conditions;

- need for compliance with a wide variety of U.S. and foreign export
regulations;

- potential adverse tax consequences; and

- currency exchange rate fluctuations.

We are still assessing the impact and cost that conversion to the Euro will have
on both our internal systems and the products we sell. We will attempt
appropriate corrective actions based on the results of our assessment. This
issue and its related costs could materially adversely affect our business,
financial condition and operating results.

8
<PAGE> 14

WE MAY NOT RECOGNIZE REVENUE WHEN ANTICIPATED

The sales cycles for our products are variable, typically ranging between a
few weeks to six months from initial contact with the customer to the signing of
a license agreement, although occasionally sales require substantially more
time. Delays in executing customer contracts may affect revenue recognition and
may cause our operating results to vary widely. We believe that an enterprise's
decision to purchase sales automation software is discretionary, involves a
significant commitment of its resources and is influenced by its budget cycles.
To successfully sell our products, we and our resellers generally must educate
our potential customers regarding the use and benefit of our products, which can
require significant time and resources. Consequently, the period between initial
contact and the purchase of our products is often long and subject to delays
associated with the lengthy budgeting, approval and competitive evaluation
processes that typically accompany significant capital expenditures.

WE RELY ON SOFTWARE LICENSED TO US BY THIRD PARTIES

We incorporate into our products certain software that is licensed to us by
third parties, including Inprise Corporation, Verity, Inc. and IQ Software
Corporation, and we intend to expand this practice in the future. Because our
products incorporate, or are created using, software developed and maintained by
third parties, we depend on such parties' abilities to deliver, support and
enhance reliable products, develop new products and respond to emerging industry
standards and other technological changes. We also rely heavily on Inprise
Corporation's Delphi Rapid Application Development (RAD) tool to build many key
components of our application programs. The RAD tools market is constantly
evolving and highly competitive as Microsoft and other well-financed competitors
develop and market competing tools. If Delphi becomes unavailable, we may be
required to adopt a replacement RAD tool and substantially modify our
application programs, requiring a substantial amount of time to rewrite our
products in a new language, which could have a material adverse effect on our
business, financial condition and operating results. The third-party software
currently incorporated into or used in our products may become obsolete or
incompatible with future versions of our products. Our sales could be materially
adversely affected if we are unable to replace the functionality of that
software. See "Business--Products."

OUR PRODUCTS MAY SUFFER FROM DEFECTS OR ERRORS, RESULTING IN ADDITIONAL EXPENSES
OR LOST SALES

Software products as complex as ours frequently contain errors or defects,
especially when first introduced or when new versions are released. We have had
to delay commercial release of certain versions of our products until software
problems were corrected and in some cases have provided product enhancements to
correct errors in released products. Our current and future products or releases
may not be free from errors after commercial shipments have begun. Any errors
that are discovered after commercial release could result in loss of revenues or
delay in market acceptance, diversion of development resources, damage to our
reputation or increased service and warranty costs, all of which could
materially adversely affect our business, financial condition and operating
results.

WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS OR AVOID
INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS

Our success depends in part on our ability to protect our proprietary
rights. To protect our proprietary rights, we rely primarily on a combination of
copyright, patent, trade secret and trademark laws, confidentiality agreements
with employees and third parties and protective contractual provisions such as
those contained in license agreements with consultants, resellers and customers,
although we have not signed such agreements in every case. Despite our efforts
to protect our proprietary rights, unauthorized parties may copy aspects of our
products and obtain and use information that we regard as proprietary. Other
parties may breach confidentiality agreements and other protective contracts
with us and we may not become aware of, or have adequate remedies in the event
of, such breach. We employ shrink-wrap licenses designed to restrict the
unauthorized use of
9
<PAGE> 15

our products but such licenses may be difficult to enforce. It may be more
difficult to protect our proprietary rights outside the United States. We also
cannot assure you that a third party will not assert a claim that our technology
violates its intellectual property rights. As the number of software products in
our markets increases and product functionalities increasingly overlap,
companies such as ours may become increasingly subject to infringement claims.
Any claims relating to the infringement of proprietary rights of third parties,
regardless of their merit, could result in costly litigation, divert our
management's attention and our company's resources, cause us to delay product
shipments or require us to pay damages or enter into royalty or license
agreements on terms that are not advantageous to us. Any of these results could
materially adversely affect our business, financial condition and operating
results.

OUR EXECUTIVE OFFICERS AND DIRECTORS WILL BE ABLE TO SUBSTANTIALLY INFLUENCE
MATTERS REQUIRING STOCKHOLDER APPROVAL

We anticipate that the executive officers, directors and entities
affiliated with them will, in the aggregate, beneficially own approximately 37%
of our outstanding common stock following the completion of this offering. These
stockholders may be able to exercise substantial influence over all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change in control of SalesLogix. See
"Management" and "Principal Stockholders."

OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW CONTAIN PROVISIONS
THAT COULD DISCOURAGE A TAKEOVER

Certain provisions of our restated certificate of incorporation and bylaws
and Delaware law may discourage, delay or prevent a merger or acquisition that a
stockholder may consider favorable. These provisions:

- authorize our board of directors to issue up to 20,000,000 additional
shares of preferred stock;

- limit the persons who may call special meetings of stockholders;

- prohibit stockholder action by written consent;

- require advance notice for nominations for election of our board of
directors or for proposing matters that can be acted on by stockholders
at stockholders meetings; and

- establish a classified board of directors as of the first annual meeting
of stockholders following this offering.

For a further description of provisions which could discourage a takeover,
see "Description of Capital Stock--Anti-Takeover Effects of Certain Provisions
of Restated Certificate and Restated Bylaws" and "-- Effect of Delaware
Antitakeover Statute."

10
<PAGE> 16

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE

After this offering, we will have outstanding 17,891,682 shares of common
stock. Sales of a substantial number of shares of common stock in the public
market following this offering could materially adversely affect the market
price of our common stock. All of the shares sold in this offering will be
freely tradable. The remaining shares of common stock outstanding after this
offering will be available for sale in the public market as follows:

ELIGIBILITY OF RESTRICTED SHARES
FOR SALE IN THE PUBLIC MARKET

<TABLE>
<S> <C>
At effective date...................................... 0
180 days after the effective date...................... 12,546,707
Thereafter upon expiration of one year holding
periods.............................................. 2,019,975
</TABLE>

See "Shares Eligible for Future Sale" and "Underwriting."

PURCHASERS OF SALESLOGIX COMMON STOCK IN THIS OFFERING WILL EXPERIENCE IMMEDIATE
AND SUBSTANTIAL DILUTION

The initial public offering price is substantially higher than the net
tangible book value per share of the outstanding common stock immediately after
the offering. Accordingly, purchasers of common stock will experience immediate
and substantial dilution of approximately $7.78 in net tangible book value per
share, or approximately 78% of the offering price of $10.00 per share.

YEAR 2000 ISSUES MAY EXPOSE US TO LIABILITY OR ADVERSELY AFFECT REVENUES

We have conducted a review of the current versions of our products and have
researched or sought assurances from vendors of the third-party products
embedded into our products and believe that our products are substantially Year
2000 compliant--that is, they are capable of adequately distinguishing and
interjecting dates falling after December 31, 1999. We expect that modifications
with respect to any remaining Year 2000 issues will be made by the end of
calendar year 1999. However, there can be no assurances that the implementation
of modifications to any embedded products will not be delayed or that we will
not experience unexpected Year 2000 problems with our products. Although we
believe the current versions of our software products are Year 2000 compliant,
we may face claims based on Year 2000 issues arising from the integration of
multiple products within an overall system. We may also experience reduced sales
of our products, especially in the last two calendar quarters of 1999, as
potential customers reduce their budgets for sales automation software due to
increased expenditures on their own Year 2000 compliance efforts, or are
generally unwilling to purchase any software systems until after January 1, 2000
when the adverse effects of Year 2000 issues are known. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."

11
<PAGE> 17

CHANGES IN ACCOUNTING STANDARDS COULD AFFECT OUR FUTURE OPERATING RESULTS

We recognize revenues from software license agreements based upon the
following criteria:

- persuasive evidence of an arrangement exists (such as an executed license
agreement, unconditional purchase order or contract);

- delivery of the product has occurred;

- collection of the resulting receivable is probable; and

- the fee is fixed or determinable based upon vendor-specific objective
evidence of the elements of the arrangement.

We recognize customer support (maintenance) revenues ratably over the
contract term--typically one year--and recognize revenues for consulting and
training services as such services are performed.

Statement of Position 97-2 ("SOP 97-2"), "Software Revenue Recognition,"
was issued in October 1997 by the American Institute of Certified Public
Accountants and amended by Statement of Position 98-4 ("SOP 98-4"). We adopted
SOP 97-2 effective January 1, 1998. Based on our interpretation of SOP 97-2 and
SOP 98-4, we believe our current revenue recognition policies and practices are
consistent with SOP 97-2 and SOP 98-4. However, full implementation guidelines
for this standard have not yet been issued. Once available, such implementation
guidance could lead to unanticipated changes in our current revenues accounting
practices, which changes could materially adversely affect our business,
financial condition and operating results. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Additionally, the accounting standard setters, including the Securities and
Exchange Commission and the Financial Accounting Standards Board, are reviewing
the accounting standards related to business combinations and stock-based
compensation. Any changes to either of these standards or any other accounting
standards could materially adversely affect our operating results.

FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus (and in the
documents that are incorporated by reference) that are subject to risks and
uncertainties. Forward-looking statements include information concerning
possible or assumed future results of operations of SalesLogix. Also, when we
use words such as "believes," "expects," "anticipates" or similar expressions,
we are making forward-looking statements. You should note that an investment in
securities of SalesLogix involves certain risks and uncertainties that could
affect the future financial results of SalesLogix. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth in "Risk Factors" and
elsewhere in this prospectus.

There may be events in the future that we are not able to predict
accurately or over which we have no control. The risk factors listed above, as
well as any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. Before you
invest in our common stock, you should be aware that the occurrence of the
events described in these risk factors and elsewhere in this prospectus could
materially and adversely affect our business, financial condition and operating
results.

12
<PAGE> 18

USE OF PROCEEDS

Assuming an initial public offering price of $10.00 per share, we will
receive net proceeds of approximately $30.2 million from the sale of 3,325,000
shares of common stock ($34.8 million if the underwriters exercise their
over-allotment option in full).

We intend to use the net proceeds of this offering primarily for general
corporate purposes, including working capital and capital expenditures, and for
the retirement of an existing bank term loan of approximately $1.1 million at
March 31, 1999. This term loan is payable in equal monthly installments of
principal plus interest at the bank's prime rate plus 1% through December 31,
2001. We may also use a portion of the net proceeds to acquire additional
businesses, products and technologies or to establish joint ventures that we
believe will complement our current or future business. However, except with
respect to Enact, we have no specific plans, agreements or commitments, oral or
written, to do so and are not currently engaged in any negotiations for any such
acquisition or joint venture. The amounts that we actually expend for working
capital purposes will vary significantly depending on a number of factors,
including future revenue growth, if any, the amount of cash we generate from
operations and the progress of our product development efforts. As a result, our
management will retain broad discretion in the allocation of the net proceeds of
this offering. Pending use of net proceeds for the above purposes, we intend to
invest in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We
currently intend to retain any future earnings to fund the development and
growth of our business. Therefore, we do not currently anticipate paying any
cash dividends in the foreseeable future. In addition, the terms of our current
credit facility prohibit us from paying dividends without our lender's consent.

CORPORATE INFORMATION

SalesLogix Corporation has three wholly owned subsidiaries, Opis Support
Express, Inc., SalesLogix International, Inc. and SalesLogix Europe, Ltd. and
upon completion of our acquisition of Enact Incorporated, we will have a fourth.
Our principal executive offices are located at 8800 N. Gainey Center Drive,
Suite 200, Scottsdale, Arizona 85258 and our telephone number is (602) 368-3700.
We were initially incorporated in Delaware in 1995 under the name Quest Sales
Software, Inc.

13
<PAGE> 19

CAPITALIZATION

The following table sets forth our cash position, total capitalization and
outstanding share information at March 31, 1999:

- On a pro forma basis to give effect to the conversion of all 15,140,949
outstanding shares of convertible preferred stock and Class B common
stock into 10,118,263 shares of common stock, and to reflect the payment
of $4.1 million in cash and 609,424 shares of common stock to be issued
in connection with our acquisition of Enact (of which 201,893 shares are
restricted subject to three year monthly vesting based upon the continued
employment of certain officers of Enact) and the estimated effect of the
related purchase accounting adjustments; and

- On a pro forma as adjusted basis to reflect (a) net proceeds from the
sale of 3,325,000 shares of common stock at an assumed initial public
offering price of $10.00 per share and (b) net proceeds from the sale of
362,694 shares of common stock (assuming an initial public offering price
of $10.00 per share) in the concurrent $3.5 million private placement to
The Goldman Sachs Group, L.P. and certain of its affiliates.

The outstanding share information excludes 114,559 shares of common stock
reserved for issuance under outstanding options and warrants to purchase
preferred stock with a weighted average common share exercise price of $1.57 and
3,395,365 shares of common stock reserved for issuance under our employee
incentive and Business Partner stock plans. Of the common stock reserved under
our employee incentive and Business Partner stock plans, options to purchase
1,576,873 shares with a weighted average exercise price of $1.58 are
outstanding, 186,761 of which are currently exercisable.

This information is qualified by and should be read in conjunction with our
historical financial statements and related notes included in this prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
-----------------------------------
PRO PRO FORMA
ACTUAL FORMA AS ADJUSTED
-------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents............................... $ 9,354 $ 5,137 $ 37,611
======== ======== ========
Long-term debt and capital lease obligations, net of
current portion....................................... $ 1,044 $ 1,044 $ 359
Stockholders' equity:
Convertible Preferred Stock, par value $0.001 per
share, issuable in series; 15,900,000 shares
authorized, 15,068,122 shares issued and
outstanding, actual; none pro forma or pro forma as
adjusted........................................... 33,482 -- --
Class A Common Stock, par value $0.001 per share,
17,900,000 shares authorized, 3,477,968 issued and
3,476,301 outstanding, actual; 14,205,655 shares
issued and 14,203,988 shares outstanding, pro
forma; 17,893,349 shares issued and 17,891,682
shares outstanding, pro forma as adjusted.......... 3 14 18
Class B Common Stock, par value $0.001 per share;
authorized 2,280,000 shares; 72,827 shares issued
and outstanding, actual; none pro forma or pro
forma as adjusted.................................. -- --
Additional paid-in capital............................ 1,781 38,405 71,951
Accumulated deficit................................... (18,376) (18,376) (18,376)
Less unearned compensation............................ (1,210) (1,210) (1,210)
Less shares of common stock held in treasury; 1,667
shares at cost..................................... (1) (1) (1)
-------- -------- --------
Total stockholders' equity.................... 15,679 18,832 52,382
-------- -------- --------
Total capitalization.......................... $ 16,723 $ 19,876 $ 52,741
======== ======== ========
</TABLE>

14
<PAGE> 20

DILUTION

The pro forma net tangible book value of SalesLogix at March 31, 1999,
after assuming the conversion of all outstanding shares of redeemable
convertible preferred stock and Class B common stock into shares of common stock
and the issuance of 609,424 shares of common stock for the proposed acquisition
of Enact and the related purchase accounting adjustments, was $6.2 million, or
$0.43 per share. Net tangible book value per share represents the amount of
total tangible assets less total liabilities divided by 14,203,988, the number
of shares of common stock treated as outstanding. After giving effect to the
sale of the 3,325,000 shares of common stock at an assumed initial public
offering price of $10.00 per share (less underwriting discounts and commissions
and estimated expenses we expect to pay in connection with this offering) and
the sale of 362,694 shares of common stock (at a 3.5% discount from the assumed
initial public offering price of $10.00 per share) to be issued in a concurrent
private placement to The Goldman Sachs Group, L.P. and certain of its
affiliates, the pro forma as adjusted net tangible book value of SalesLogix at
March 31, 1999 would be $39.7 million, or $2.22 per share. This represents an
immediate increase in the as adjusted pro forma net tangible book value of $1.79
per share to existing stockholders and an immediate dilution of $7.78 per share
to new investors, or approximately 78% of the assumed offering price of $10.00
per share. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $10.00
Pro forma net tangible book value per share at March 31,
1999................................................... $0.43
Increase per share attributable to new investors.......... 1.79
Pro forma as adjusted net tangible book value per share
after this offering....................................... 2.22
------
Dilution per share to new investors......................... $ 7.78
======
</TABLE>

The following table sets forth on a pro forma as adjusted basis as of March
31, 1999, after giving effect to the 609,424 shares to be issued in connection
with the acquisition of Enact (included in existing stockholders amounts), and
the number of shares of common stock purchased from us; the total consideration
paid to us; and the average price paid per share by existing stockholders and by
new investors purchasing common stock in this offering and the concurrent
Goldman Sachs private placement:

<TABLE>
<CAPTION>
AVERAGE
SHARES PURCHASED TOTAL CONSIDERATION PRICE
--------------------- ---------------------- PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>
Existing stockholders..... 14,203,988 79% $37,761,478 51% $2.66
New stockholders.......... 3,687,694 21% 36,750,000 49% $9.97
---------- --- ----------- ---
Total........... 17,891,682 100% $74,511,478 100%
========== === =========== ===
</TABLE>

The foregoing computations assume the exercise of no stock options after
March 31, 1999. At March 31, 1999, we had outstanding options to purchase a
total of 1,576,873 shares of common stock at a weighted average exercise price
of $1.58 per share, as illustrated below:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
--------- ----------------
<S> <C> <C>
1996 option plan................................... 1,493,870 $1.50
1998 Business Partner option plan.................. 83,003 $3.08
--------- -----
Total.................................... 1,576,873 $1.58
=========
</TABLE>

In the event that SalesLogix issues additional shares of common stock in
the future, purchasers of common stock in this offering may experience further
dilution.

15
<PAGE> 21

SELECTED CONSOLIDATED FINANCIAL DATA

In the table below, we provide you with selected consolidated financial
data of SalesLogix. We have prepared this information using the historical
consolidated financial statements of SalesLogix for the three years ended
December 31, 1998 and the three months ended March 31, 1998 and 1999. The
consolidated financial statements for the three years ended December 31, 1998
have been audited by Ernst & Young LLP, independent auditors. The consolidated
financial statements for the three months ended March 31, 1998 and 1999 are
unaudited. The unaudited consolidated financial statements include all
adjustments, consisting only of normal recurring adjustments, that we consider
necessary for a fair presentation of our financial position and operating
results for those periods.

When you read this selected consolidated financial data, it is important
that you read along with it the historical financial statements and related
notes included in this prospectus, as well as the section of this prospectus
titled "Management's Discussion and Analysis of Financial Condition and Results
of Operations." Historical results are not necessarily indicative of future
results. See Note 1 of Notes to Consolidated Financial Statements for an
explanation of the method used to calculate pro forma basic and diluted net loss
per share.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------- --------------------
1996 1997 1998 1998 1999
------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
Licenses.......................... $ -- $ 3,505 $10,105 $ 2,088 $ 4,225
Services.......................... -- 1,274 5,538 1,074 2,077
------- ------- ------- ------- -------
Total revenues.................. -- 4,779 15,643 3,162 6,302
Costs of revenues:
Licenses.......................... -- 118 604 91 332
Services.......................... -- 1,733 4,299 886 1,351
------- ------- ------- ------- -------
Total costs of revenues......... -- 1,851 4,903 977 1,683
------- ------- ------- ------- -------
Gross profit......................... -- 2,928 10,740 2,185 4,619
Operating expenses:
Sales and marketing............... 1,009 4,953 10,030 1,762 3,561
Research and development.......... 1,290 1,865 3,845 671 1,286
General and administrative........ 902 1,056 2,151 387 587
Amortization of acquisition
related intangible assets....... 342 360 1,436 359 279
------- ------- ------- ------- -------
Total operating expenses........ 3,543 8,234 17,462 3,179 5,713
------- ------- ------- ------- -------
Loss from operations................. (3,543) (5,306) (6,722) (994) (1,094)
Interest and other income (expense),
net............................... 194 166 130 (42) 47
------- ------- ------- ------- -------
Loss before provision for income
taxes............................. (3,349) (5,140) (6,592) (1,036) (1,047)
Provision for income taxes........... -- -- -- -- --
------- ------- ------- ------- -------
Net loss............................. $(3,349) $(5,140) $(6,592) $(1,036) $(1,047)
======= ======= ======= ======= =======
Historic basic and diluted net loss
per share......................... $ (0.87) $ (1.30) $ (1.75) $ (0.25) $ (0.30)
======= ======= ======= ======= =======
Pro forma basic and diluted net loss
per share......................... $ (0.54) $ (0.08)
======= =======
Weighted average shares used in
calculating historic basic and
diluted net loss per share........ 3,872 3,951 3,771 4,096 3,443
Weighted average shares used in
calculating pro forma basic and
diluted net loss per share........ 12,311 13,488
</TABLE>

16
<PAGE> 22

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------- AS OF MARCH 31,
1996 1997 1998 ---------------
------ ------ ------- 1999
(IN THOUSANDS) ---------------
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................. $1,975 $3,189 $11,377 $ 9,354
Working capital........................... 1,401 1,650 10,843 9,736
Total assets.............................. 2,596 12,948 23,974 24,261
Long-term debt and capital lease
obligations, less current portion...... 259 1,608 1,241 1,044
Total stockholders' equity................ 1,586 7,075 16,600 15,679
</TABLE>

17
<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with the Consolidated
Financial Statements of SalesLogix and the notes thereto and the Pro Forma
Condensed Consolidated Financial Statements and notes thereto included elsewhere
in this prospectus. Our discussion contains forward-looking statements based
upon current expectations that involve risks and uncertainties, such as our
plans, objectives, expectations and intentions. SalesLogix' actual results and
the timing of certain events could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including those
set forth under "Risk Factors," "Business" and elsewhere in this prospectus.

OVERVIEW

SalesLogix is a leading provider of software that enables mid-market
businesses to create interactive selling networks that automate prospect and
customer interactions.

SalesLogix was incorporated in September 1995 and commenced operations in
January 1996. From January 1996 until April 1997, our operating activities
related primarily to research and development and the initial development of our
independent Business Partner channel. In April 1997, we released the first
commercial version of SalesLogix, our client-server based sales automation
solution. Thereafter, we continued to focus on developing the Business Partner
channel, marketing the SalesLogix brand and developing new and enhanced versions
of our product. In December 1997, we acquired Opis Corporation, a customer
support automation software company, to expand our product offering to include
an integrated sales and support automation solution. We changed the name of
Opis' product to SupportLogix and developed a link to SalesLogix.

During the second half of 1998, we established a direct sales force to
focus on key strategic accounts and work with our Business Partners on larger
opportunities. In 1998, we also hired managers in the United Kingdom and
Australia to commence the recruitment and training of international Business
Partners. In December 1998, we released the first major upgrade of SalesLogix
and a version of the product that can be deployed over the Internet. Since
inception, we have incurred significant losses and as of March 31, 1999 we had
an accumulated deficit of $18.4 million.

We derive revenues principally from the sale of software licenses and fees
for maintenance, technical support, consulting and training services. We market
and sell our products primarily through our Business Partners and to a lesser
extent through our direct sales force. Sales to or initiated by our Business
Partners accounted for 86% and 75% of license revenues in 1998 and the three
months ended March 31, 1999, respectively, and we expect that a substantial
majority of our license revenues will continue to be generated from sales to our
Business Partners. The contractual arrangements we enter into with our Business
Partners provide for license fees payable to us based upon a percentage of our
list price.

We recognize revenue in accordance with the provisions of the American
Institute of Certified Public Accountants Statement of Position 97-2, "Software
Revenue Recognition," which we adopted beginning January 1, 1998. We sell our
products under perpetual licenses and recognize license revenues when all of the
following conditions are met: an executed license agreement, unconditional
purchase order or contract has been received; the product has been delivered to
the customer; collection of the receivable is deemed probable; and the fee is
fixed or determinable based upon vendor specific objective elements of the
arrangements. Maintenance and technical support revenues are recognized ratably
over the contract term, typically one year. Revenues for consulting and training
services are recognized as such services are provided.

In December 1998, we recorded unearned compensation of $1.3 million
representing the difference between the exercise price of options granted to
acquire shares of stock during 1998 and the

18
<PAGE> 24

deemed fair value for financial reporting purposes of our common stock on the
dates of grant. Unearned compensation is amortized over the vesting periods of
the options, generally four years.

Acquisitions

In connection with the Opis acquisition in December 1997, we paid $801,559
in cash, issued 1,228,654 shares of Series D convertible preferred stock and
granted options to purchase 96,836 shares of Series D convertible preferred
stock. We also entered into employment agreements with certain officers of Opis.
The transaction was recorded under the purchase method of accounting and the
results of operations of Opis and the fair value of the assets acquired and
liabilities assumed were included in our consolidated financial statements
beginning on the acquisition date. In connection with this acquisition, we
recorded $5.9 million in capitalized technology and other intangible assets that
are being amortized over periods of up to five years.

In March 1999, we signed a term sheet with Enact Incorporated in which we
agreed to acquire Enact in a merger transaction. Enact is a privately-held
provider of sales configuration software for managing product catalogs and
marketing encyclopedias and generating proposals, quotes and orders. We
anticipate that the Enact products will be sold and serviced by our direct sales
force and consulting services group and Business Partner channel. In connection
with the Enact acquisition, we expect to issue 609,424 shares of our common
stock, of which 201,893 shares are restricted subject to three year monthly
vesting based upon the continued employment of certain officers of Enact. We
expect to pay $4.1 million in cash for merger consideration, plus transaction
expenses, repayment of certain debt of Enact and out-of-pocket expenses
associated with the integration of Enact's business into ours. We also intend to
enter into employment agreements with certain officers of Enact in connection
with the acquisition. The transaction will be recorded under the purchase method
of accounting and the results of operations of Enact and the fair value of the
assets acquired and liabilities assumed will be included in our consolidated
financial statements beginning on the date the transaction closes. In connection
with this acquisition, based on financial information of Enact as of March 31,
1999, we anticipate recording approximately $8.5 million in capitalized
technology and other intangible assets that will be amortized over periods of up
to five years, and expensing approximately $900,000 of in-process research and
development based upon an independent appraisal. For the fiscal years ended
December 31, 1997 and 1998, Enact had revenues of approximately $521,000 and
$564,000, respectively and net losses of approximately $502,000 and $1,280,000,
respectively. For the three months ended March 31, 1998 and 1999, Enact had
revenues of approximately $186,000 and $83,000, respectively and net losses of
approximately $138,000 and $406,000, respectively.

19
<PAGE> 25

HISTORICAL RESULTS OF OPERATIONS

The following table sets forth certain historical operating results for
SalesLogix as a percentage of total revenues. We believe that period-to-period
comparisons of our operating results are not indicative of results for any
future period.

<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUES
------------------------------------
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
---------------- ----------------
1997 1998 1998 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues:
Licenses...................................... 73.3% 64.6% 66.0% 67.0%
Services...................................... 26.7 35.4 34.0 33.0
------ ------ ------ ------
Total revenues............................. 100.0 100.0 100.0 100.0
Costs of revenues:
Licenses...................................... 2.5 3.8 2.9 5.3
Services...................................... 36.3 27.5 28.0 21.4
------ ------ ------ ------
Total costs of revenues.................... 38.8 31.3 30.9 26.7
------ ------ ------ ------
Gross profit.................................... 61.2 68.7 69.1 73.3
Operating expenses:
Sales and marketing........................... 103.7 64.1 55.7 56.5
Research and development...................... 39.0 24.6 21.2 20.4
General and administrative.................... 22.1 13.8 12.2 9.3
Amortization of acquisition related intangible
assets..................................... 7.5 9.2 11.4 4.4
------ ------ ------ ------
Total operating expenses................... 172.3 111.7 100.5 90.6
------ ------ ------ ------
Loss from operations............................ (111.1) (43.0) (31.4) (17.3)
Interest and other income, net.................. 3.5 0.9 (1.4) 0.7
------ ------ ------ ------
Loss before provision for income taxes.......... (107.6) (42.1) (32.8) (16.6)
Provision for income taxes...................... 0.0 0.0 0.0 0.0
------ ------ ------ ------
Net loss........................................ (107.6)% (42.1)% (32.8)% (16.6)%
====== ====== ====== ======
</TABLE>

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999

Revenues

Total revenues increased from $3.2 million in the three months ended March
31, 1998 to $6.3 million in the three months ended March 31, 1999, an increase
of 99%. No customer accounted for more than 10% of revenues in the three months
ended March 31, 1998 and 1999. Our revenues outside of North America increased
from approximately $35,000 in the three months ended March 31, 1998 to
approximately $800,000 in the three months ended March 31, 1999.

License Revenues. Our license revenues increased from $2.1 million in the
three months ended March 31, 1998 to $4.2 million in the three months ended
March 31, 1999, an increase of 102%. The increase in license revenues was due
primarily to increases in the size and productivity of our Business Partner
network, increased market awareness and acceptance of our products and, to a
lesser extent, the establishment of our direct sales force which occurred in the
second half of 1998. Our license revenues represented 66.0% of our total
revenues in the three months ended March 31, 1998 and 67.0% in the three months
ended March 31, 1999.

20
<PAGE> 26

Service Revenues. Service revenues include fees for maintenance, technical
support, consulting and training services. Our service revenues increased from
$1.1 million in the three months ended March 31, 1998 to $2.1 million in the
three months ended March 31, 1999, an increase of 93%. The increase resulted
primarily from the increase in the number of licenses sold as well as renewals
of existing maintenance and technical support contracts from the growing
installed base of SalesLogix customers. Our service revenues represented 34.0%
of our total revenues in the three months ended March 31, 1998 and 33.0% in the
three months ended March 31, 1999.

Costs of Revenues

Cost of License Revenues. Cost of license revenues includes the cost of
media, product packaging, documentation and other production costs and third
party royalties. Cost of license revenues increased from $91,000 in the three
months ended March 31, 1998 to $332,000 in the three months ended March 31,
1999, representing 4.3% of license revenues in the three months ended March 31,
1998 and 7.9% of license revenues in the three months ended March 31, 1999. Cost
of license revenues as a percentage of license revenues increased as a result of
increased product royalties for third-party technology, primarily report writing
software, embedded in our products.

Cost of Service Revenues. Cost of service revenues consists of the costs
of providing technical support, training and consulting services to SalesLogix
customers and Business Partners. Cost of service revenues increased from
$886,000 in the three months ended March 31, 1998 to $1.4 million in the three
months ended March 31, 1999. The increase was primarily attributable to hiring
and training of additional personnel to support our growing customer base and
Business Partner network. Cost of service revenues represented 82.5% of service
revenues in the three months ended March 31, 1998 and 65.0% in the three months
ended March 31, 1999. This decrease reflected the growth of service revenues and
a reduction in the time and expenses our consulting organization incurred while
providing free support to Business Partners in their early implementations of
our product.

Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of
personnel-related expenses, costs related to the recruitment and support of our
Business Partner channel and marketing and promotional costs to increase brand
awareness in the marketplace and to generate leads for our sales channels. Sales
and marketing expenses increased from $1.8 million in the three months ended
March 31, 1998 to $3.6 million in the three months ended March 31, 1999, an
increase of 102%. The increases in sales and marketing expenses from the three
months ended March 31, 1998 to the three months ended March 31, 1999 reflected
the hiring of additional sales and marketing personnel, expanded advertising and
other promotional activities and increased sales commissions and bonuses related
to increased license revenues. Sales and marketing expenses represented 55.7% of
our total revenues in the three months ended March 31, 1998 and 56.5% of our
total revenues in the three months ended March 31, 1999. We anticipate that we
will continue to invest significantly in sales and marketing and that these
expenses will increase in absolute dollars.

Research and Development. Research and development expenses consist
primarily of personnel-related costs for software developers, quality assurance
and product documentation personnel and payments to outside contractors.
Research and development expenses increased from $671,000 in the three months
ended March 31, 1998 to $1.3 million in the three months ended March 31, 1999,
an increase of 92%. This increase was primarily due to an increase in the number
of software developers, quality assurance personnel and outside developers to
support our product development, testing and documentation activities related to
the development and release of both the client-server and Internet versions of
SalesLogix. Research and development expenses represented 21.2% of our total
revenues in the three months ended March 31, 1998 and 20.4% of our total
revenues in the three months ended March 31, 1999. We anticipate that we will
continue to invest significantly in research and development and that these
expenses will increase in absolute dollars.

21
<PAGE> 27

General and Administrative. General and administrative expenses consist
primarily of salaries and related expenses for executive, finance and
administrative personnel, as well as outside professional fees. General and
administrative expenses increased from $387,000 in the three months ended March
31, 1998 to $587,000 in the three months ended March 31, 1999. This increase was
primarily due to increased staffing and related expenses necessary to manage and
support the expansion of our operations. General and administrative expenses
represented 12.2% of our total revenues in the three months ended March 31, 1998
and 9.3% of our total revenues in the three months ended March 31, 1999. The
decrease was primarily attributable to the more rapid growth of revenues
compared to the growth of general and administrative expenses during this
period. We believe that general and administrative expenses will continue to
increase in absolute dollars as a result of the anticipated expansion of our
administrative staff and the expenses associated with becoming a public company,
including but not limited to annual and other public reporting costs, directors'
and officers' liability insurance, investor relations programs and professional
service fees.

Amortization of Acquisition Related Intangible Assets. Amortization of
acquisition related intangible assets consisted primarily of the amortization of
intangible assets and goodwill. Amortization of acquisition related intangible
assets decreased from $359,000 in the three months ended March 31, 1998 to
$279,000 in the three months ended March 31, 1999. The decrease was due to an
intangible asset relating to the December 1997 acquisition of Opis becoming
fully amortized on December 31, 1998.

Income Taxes. As of March 31, 1999, we had net operating loss
carryforwards for federal and state income tax reporting purposes of
approximately $14,118,000. The federal carryforwards expire at various dates
beginning 2011. The Internal Revenue Code contains provisions that limit the use
in any future period of net operating loss and tax credit carryforwards upon the
occurrence of certain events, including a significant change in ownership
interests. We had deferred tax assets, including net operating loss and tax
credit carryforwards, totaling approximately $6,895,000 as of March 31, 1999. A
valuation allowance has been recorded for the entire net deferred tax asset
balance as a result of uncertainties regarding its realization. See Note 13 to
Consolidated Financial Statements.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

Revenues

SalesLogix was a development stage company during 1996 and, accordingly,
did not record revenues. Total revenues increased from $4.8 million in 1997 to
$15.6 million in 1998, an increase of 227%. No customer accounted for more than
10% of revenues in 1997 or 1998. Our revenues outside of North America increased
from approximately $60,000 in 1997 to $1.2 million in 1998.

License Revenues. Our license revenues increased from $3.5 million in 1997
to $10.1 million in 1998, an increase of 188%. The increase in license revenues
was due primarily to increases in the size and productivity of our Business
Partner network, increased market awareness and acceptance of our products and,
to a lesser extent, the establishment of our direct sales force in the second
half of 1998. Our license revenues represented 73.3% of our total revenues in
1997 and 64.6% in 1998.

Service Revenues. Our service revenues increased from $1.3 million in 1997
to $5.5 million in 1998, an increase of 334%. The increase from 1997 to 1998
resulted primarily from the increase in the number of licenses sold in 1998 as
well as renewals of existing maintenance and technical support contacts from the
growing installed base of SalesLogix customers. Our service revenues represented
26.7% of our total revenues in 1997 and 35.4% in 1998.

Costs of Revenues

Cost of License Revenues. Cost of license revenues increased from $118,000
in 1997 to $604,000 in 1998, representing 3.4% of license revenues in 1997 and
6.0% of license revenues in 1998. Cost of

22
<PAGE> 28

license revenues as a percentage of license revenues has increased as a result
of increased product royalties for third-party technology, primarily report
writing software, embedded in our products.

Cost of Service Revenues. Cost of service revenues increased from $1.7
million in 1997 to $4.3 million in 1998. The increase was primarily attributable
to hiring and training of additional personnel to support our growing customer
base and Business Partner network. Cost of service revenues as a percentage of
service revenues represented 136.0% in 1997 and 77.6% in 1998. This decrease is
the result of the growth of service revenues and a reduction in the time and
expenses our consulting organization incurred while providing free support to
Business Partners in their early implementations of our product.

Operating Expenses

Sales and Marketing. Sales and marketing expenses increased from $1.0
million in 1996 to $5.0 million in 1997, an increase of 391%, and to $10.0
million in 1998, an increase of 102%. The increases in sales and marketing
expenses from 1996 to 1998 reflected the hiring of additional sales and
marketing personnel, expanded advertising and other promotional activities and
increased sales commissions and bonuses related to increased license revenues.
Sales and marketing expenses represented 103.7% of our total revenues in 1997
and 64.1% of our total revenues in 1998. The decrease in sales and marketing
expenses as a percentage of total revenues from 1997 to 1998 primarily reflected
the more rapid growth of revenues compared to the growth of sales and marketing
expenses during this period.

Research and Development. Research and development expenses increased from
$1.3 million in 1996 to $1.9 million in 1997, an increase of 45%, and to $3.8
million in 1998, an increase of 106%. The increases from 1996 through 1998 were
primarily due to an increase in the number of software developers, quality
assurance personnel and outside developers to support our product development,
testing and documentation activities related to the development and release of
both the client-server and Internet versions of SalesLogix. Research and
development expenses represented 39.0% of our total revenues in 1997 and 24.6%
of our total revenues in 1998. The decrease was primarily attributable to the
more rapid growth of revenues compared to the growth of research and development
expenses during this period.

General and Administrative. General and administrative expenses increased
from $902,000 in 1996 to $1.1 million in 1997 and to $2.2 million in 1998. These
increases from 1996 to 1998 were primarily due to increased staffing and related
expenses necessary to manage and support the expansion of our operations as well
as increased legal fees in 1998. General and administrative expenses represented
22.1% of our total revenues in 1997 and 13.8% of our total revenues in 1998. The
decrease was primarily attributable to the more rapid growth of revenues
compared to the growth of general and administrative expenses during this
period.

Amortization of Acquisition Related Intangible Assets. Amortization of
acquisition related intangible assets consisted primarily of amortization of
intangible assets and goodwill and to a lesser extent acquired in-process
research and development from our acquisitions. Amortization of acquisition
related intangible assets increased from $342,000 in 1996 to $360,000 in 1997
and to $1.4 million in 1998. The 342,000 in 1996 represented the full
amortization of intangible assets acquired from Kennedy Systems, Inc. in January
1996. The increase from 1996 to 1997 was related to a charge for in-process
research in development of $360,000 relating to the December 1997 acquisition of
Opis. The increase from 1997 to 1998 was attributable to a full years'
amortization of intangible assets and goodwill acquired in the Opis acquisition
in 1998. Acquisition related intangible assets are amortized over the estimated
useful life of the acquired assets, over periods of up to five years.

23
<PAGE> 29

SELECTED UNAUDITED HISTORICAL QUARTERLY RESULTS OF OPERATIONS

The following table presents selected unaudited consolidated statement of
operations data for the seven quarters ended March 31, 1999. You should read the
following table in conjunction with our Consolidated Financial Statements and
related notes thereto included elsewhere in this prospectus. We have prepared
this unaudited information on the same basis as the audited Consolidated
Financial Statements. This table includes all adjustments, consisting only of
normal recurring adjustments, that we consider necessary for a fair presentation
of our financial position and operating results for the quarters presented. You
should not draw any conclusions about our future results from the results of
operations for any historical quarter.

<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------
SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
1997 1997 1998 1998 1998 1998 1999
--------- -------- -------- -------- --------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Licenses......................................... $ 1,101 $2,040 $ 2,088 $ 1,810 $ 2,583 $ 3,624 $ 4,225
Services......................................... 492 487 1,074 1,204 1,479 1,781 2,077
------- ------ ------- ------- ------- ------- -------
Total revenues................................. 1,593 2,527 3,162 3,014 4,062 5,405 6,302
------- ------ ------- ------- ------- ------- -------
Costs of revenues:
Licenses......................................... 30 81 91 103 118 292 332
Services......................................... 504 628 886 1,052 1,120 1,241 1,351
------- ------ ------- ------- ------- ------- -------
Total costs of revenues........................ 534 709 977 1,155 1,238 1,533 1,683
------- ------ ------- ------- ------- ------- -------
Gross profit....................................... 1,059 1,818 2,185 1,859 2,824 3,872 4,619
------- ------ ------- ------- ------- ------- -------
Operating expenses:
Sales and marketing.............................. 1,372 1,433 1,762 2009 2,946 3,313 3,561
Research and development......................... 483 597 671 959 1,086 1,129 1,286
General and administrative....................... 251 415 387 715 522 527 587
Amortization of acquisition related intangible
assets......................................... -- 360 359 359 359 359 279
------- ------ ------- ------- ------- ------- -------
Total operating expenses....................... 2,106 2,805 3,179 4,042 4,913 5,328 5,713
------- ------ ------- ------- ------- ------- -------
Loss from operations............................... (1,047) (987) (994) (2,183) (2,089) (1,456) (1,094)
Interest and other income, net..................... 31 (8) (42) 2 117 53 47
------- ------ ------- ------- ------- ------- -------
Loss before provision for income taxes............. (1,016) (995) (1,036) (2,181) (1,972) (1,403) (1,047)
Provision for income taxes......................... -- -- -- -- -- -- --
------- ------ ------- ------- ------- ------- -------
Net loss........................................... $(1,016) $ (995) $(1,036) $(2,181) $(1,972) $(1,403) $(1,047)
======= ====== ======= ======= ======= ======= =======
</TABLE>

24
<PAGE> 30

<TABLE>
<CAPTION>
AS A PERCENTAGE OF TOTAL REVENUES
----------------------------------------------------------------------------------
SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
1997 1997 1998 1998 1998 1998 1999
--------- -------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Licenses............................... 69.1% 80.7% 66.0% 60.1% 63.6% 67.0% 67.0%
Services............................... 30.9 19.3 34.0 39.9 36.4 33.0 33.0
----- ----- ----- ----- ----- ----- -----
Total revenues....................... 100.0 100.0 100.0 100.0 100.0 100.0 100.0
----- ----- ----- ----- ----- ----- -----
Costs of revenues:
Licenses............................... 1.9 3.2 2.9 3.4 2.9 5.4 5.3
Services............................... 31.6 24.9 28.0 34.9 27.6 23.0 21.4
----- ----- ----- ----- ----- ----- -----
Total costs of revenues.............. 33.5 28.1 30.9 38.3 30.5 28.4 26.7
----- ----- ----- ----- ----- ----- -----
Gross profit............................. 66.5 71.9 69.1 61.7 69.5 71.6 73.3
----- ----- ----- ----- ----- ----- -----
Operating expenses:
Sales and marketing.................... 86.1 56.7 55.7 66.7 72.5 61.3 56.5
Research and development............... 30.3 23.6 21.2 31.8 26.7 20.9 20.4
General and administrative............. 15.8 16.4 12.2 23.7 12.9 9.8 9.3
Amortization of acquisition related
intangible assets.................... 0.0 14.2 11.4 11.9 8.8 6.6 4.4
----- ----- ----- ----- ----- ----- -----
Total operating expenses............. 132.2 110.9 100.5 134.1 120.9 98.6 90.6
----- ----- ----- ----- ----- ----- -----
Loss from operations..................... (65.7) (39.0) (31.4) (72.4) (51.4) (27.0) (17.3)
Interest and other income, net........... 1.9 (0.3) (1.4) 0.0 2.9 1.0 0.7
----- ----- ----- ----- ----- ----- -----
Loss before provision for income taxes... (63.8) (39.3) (32.8) (72.4) (48.5) (26.0) (16.6)
Provision for income taxes............... 0.0 0.0 0.0 0.0 0.0 0.0 0.0
----- ----- ----- ----- ----- ----- -----
Net loss................................. (63.8%) (39.3%) (32.8%) (72.4%) (48.5%) (26.0%) (16.6%)
===== ===== ===== ===== ===== ===== =====
</TABLE>

The trends discussed in the annual comparisons of operating results from
1996 through 1998 and in the comparison for the three months ended March 31,
1998 and 1999 generally apply to the quarterly comparisons of operating results
for the seven quarters ended March 31, 1999.

During the quarter ended June 30, 1998, license sales declined from the
previous quarter. This decline was primarily attributable to two factors. First,
the capacity of our Business Partner channel to make new sales was restricted by
a large backlog of customer project implementations. Second, purchase decisions
were affected by the expectations of our Business Partners and end users as to
the timing of a major new product upgrade, which was ultimately delayed until
later in 1998.

During the quarter ended March 31, 1998, service revenues increased
significantly from the previous quarter. This increase was attributable to
consulting service revenues related to the substantial increase in the software
licenses sold in the previous quarter as well as the increase in customer
support and maintenance revenues resulting from the full quarter's amortization
of prepaid support and maintenance contracts sold with software licenses in the
previous quarter.

During the quarter ended June 30, 1998, general and administrative expenses
increased significantly from the previous quarter. This increase was primarily
attributable to legal fees incurred in connection with a lawsuit involving a
former officer of SalesLogix that was settled in July 1998.

While our limited operating history, rapid growth in software license sales
and factors involving the rate of growth and productivity of our evolving
Business Partner channel have made it more difficult to discern and predict
seasonality, we have noted greater demand for our products in the fourth quarter
than in other quarters. For example in 1998, 35% of total revenues were
recognized in the fourth quarter, including 36% of license revenues and 32% of
service revenues. We believe that these fluctuations are caused primarily by
customer buying patterns, which are often influenced by year-end budgetary
pressures, as well as our sales force compensation policies and those of our
Business Partners, which tend to reward sales personnel who meet or exceed sales
quotas. We have no reason to expect that seasonal trends will not continue for
the foreseeable future.

25
<PAGE> 31

Our quarterly operating results have fluctuated significantly in the past
and will continue to fluctuate in the future, as a result of a number of
factors, many of which are outside our control. These factors include: demand
for our products and services; size and timing of specific sales; level of
product and price competition; timing and market acceptance of new product
introductions and product enhancements by us and our competitors; changes in
pricing policies by us and our competitors; our ability to attract, hire, train
and retain sales and consulting personnel to meet the demand, if any, for our
products; the length of sales cycles; our ability to establish and maintain
relationships with our Business Partners, third-party implementation services
providers and strategic partners; mix of distribution channels through which
products are sold; mix of international and domestic revenues; software defects
and other product quality problems; personnel changes; general domestic and
international economic and political conditions; and budgeting cycles of our
customers. We have in the past experienced delays in the planned release dates
of new software products or upgrades and have discovered software defects in new
products after their introduction. There can be no assurance that new products
or upgrades will be released according to schedule, or that when released they
will not contain defects. Either of these situations could result in adverse
publicity, loss of revenues, delay in market acceptance or claims by customers
brought against us, any of which could have a material adverse effect on our
business, results of operations and financial condition. In addition, the timing
of individual sales has been difficult for us to predict and large individual
sales have, in some cases, occurred in quarters subsequent to those we
anticipated. There can be no assurance that the loss or deferral of one or more
significant sales will not have a material adverse effect on our quarterly
operating results.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have primarily financed operations through private
placements of our preferred stock. Through March 31, 1999, proceeds from private
placements of preferred stock totaled $29.5 million. To a lesser extent, we have
financed our operations through equipment financing and traditional bank
financing arrangements.

As of March 31, 1999, we had cash and cash equivalents of $9.4 million, a
decrease of $2.0 million from December 31, 1998. Our working capital at March
31, 1999 was $9.7 million, compared to $10.8 million at December 31, 1998. We
have a working capital revolving line of credit with a financial institution
that is secured by our accounts receivable. This facility allows us to borrow up
to the lesser of 75% of our eligible accounts receivable or $2.5 million. As of
March 31, 1999, we had borrowed $300,000 under the facility. The agreement under
which the line of credit was established contains certain covenants, including a
provision requiring us to maintain specified financial ratios. We were in
compliance with these covenants at March 31, 1999.

Our operating activities resulted in net cash outflows of $2.9 million in
1996, $5.6 million in 1997 and $5.4 million in 1998 and $1.2 million in the
three months ended March 31, 1999. The operating cash outflows resulted
primarily from significant investments in sales, marketing and product
development, which led to operating losses. The cash outflows from operating
losses, increases in accounts receivable, prepaid expenses and other current
assets were partially offset by increases in accounts payable and accrued
expenses and deferred revenues.

Cash used in investing activities was $36,000 in 1996, $793,000 in 1997 and
$1.7 million in 1998 and $588,000 in the three months ended March 31, 1999,
resulting primarily from the purchase of capital equipment and the total cash
consideration and related expenses paid in connection with the Opis acquisition.

Cash provided by financing activities totaled $4.9 million in 1996, $7.6
million in 1997 and $15.3 million in 1998, resulting primarily from the issuance
of Series A, C and E preferred stocks, respectively, and $1.5 million proceeds
from a bank term loan received in December 1997 payable in equal monthly
installments of principal plus interest at the bank's prime rate plus 1% through
December 31, 2001, partially offset by payments on capital equipment lease
obligations and the bank

26
<PAGE> 32

term loan. Cash used in financing activities totaled $197,000 for the three
months ended March 31, 1999 resulting primarily from payments on capital
equipment lease obligations and the bank term loan, partially offset by proceeds
from the exercise of stock options.

We currently anticipate that we will continue to experience significant
growth in our operating expenses for the foreseeable future as we strive to:

- enter new markets and increase penetration of existing markets for our
products and services;

- introduce new products and product enhancements;

- increase our product development, sales, marketing and customer support
activities;

- develop and expand our network of Business Partners and direct sales
force; and

- expand our international operations.

Such operating expenses will consume a material amount of our cash
resources, including a portion of the net proceeds of this offering. We believe
that the net proceeds of this offering, together with our existing cash and cash
equivalents and available bank borrowings, will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next twelve months. Thereafter, we may require additional funds to support
our working capital requirements or for other purposes.

We require substantial capital to fund our business, particularly to
finance inventories and accounts receivable and for capital expenditures and
potential acquisitions. Our future capital requirements will depend on many
factors, including the rate of revenue growth, the timing and extent of spending
to support product development efforts and expansion of sales and marketing, the
timing of introductions of new products and enhancements to existing products
and market acceptance of our products. As a result, we could be required to
raise substantial additional capital. To the extent that we raise additional
capital through the sale of equity or convertible debt securities, the issuance
of these securities could result in dilution to existing stockholders. If
additional funds are raised through the issuance of debt securities, the debt
would have certain rights, preferences and privileges senior to holders of
common stock and the terms of the debt could impose restrictions on our
operations. We cannot assure you that such additional capital, if required, will
be available on acceptable terms, or at all. If we are unable to obtain needed
additional capital, we may be required to reduce the scope of our planned
product development and sales and marketing efforts, which would materially
adversely affect our business, financial condition and operating results.

YEAR 2000 COMPLIANCE

Many existing computer systems and software products do not properly
recognize and process dates after December 31, 1999. This "Year 2000" problem
could result in miscalculations, data corruption, system failures or disruptions
of operations. We are subject to potential Year 2000 problems affecting our
products, our customers' systems, our internal systems and the systems of our
vendors, any of which could have a material adverse effect on our business,
operating results and financial condition. Significant uncertainty exists in the
software industry and other industries concerning the scope and magnitude of the
Year 2000 problem. We recognize the need to take reasonable steps to reduce the
risk that our operations will be adversely affected by Year 2000 software
failures.

We have completed our initial assessment of the potential overall impact of
the Year 2000 problem on our products, business, financial condition and
operating results. We have conducted a review of the current versions of our
products and have researched or sought assurances from vendors of the
third-party products embedded into our products and believe that our products
are substantially Year 2000 compliant--that is, they are capable of adequately
distinguishing and interpreting dates falling after December 31, 1999. We expect
that modifications with respect to any remaining Year 2000 issues will be made
by the end of calendar year 1999. Nevertheless, there can be no assurances that
the
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<PAGE> 33

implementation of modifications to any embedded products will not be delayed or
that we will not experience unexpected Year 2000 problems with our products.
Although we believe the current versions of our software products are Year 2000
compliant, our customers often integrate our products into enterprise systems
involving sophisticated hardware and complex software products that we cannot
adequately evaluate for Year 2000 compliance. We may face claims based on Year
2000 problems in other companies' products, or issues arising from the
integration of multiple products within an overall system. Although we have not
been a party to any litigation or arbitration proceeding involving our products
or services related to Year 2000 compliance issues, we may in the future be
required to defend our products or services in such proceedings, or to negotiate
resolutions of claims based on Year 2000 issues. The costs of defending and
resolving Year 2000-related disputes, regardless of the merits of such disputes
and any liability we have for Year 2000-related damages, including consequential
damages, could materially adversely affect our business, financial condition and
operating results.

In addition, the pressing need of many customers and potential customers to
address Year 2000 issues is affecting their purchasing patterns as they focus
their existing manpower and reallocate information technology and other
significant resources to inventory, assess, test, correct, upgrade and replace
their current software systems for Year 2000 compliance. In particular, to the
extent our business targets larger customers we may encounter greater resistance
to the purchase of new software products and systems by such customers until
they have completed or resolved their outstanding Year 2000 programs. These
changes in purchasing patterns, which may increase in the last two calendar
quarters of 1999, may result in reduced funds available to purchase software
products such as those we offer. To the extent Year 2000 issues cause a
significant delay in, or cancellation of, decisions to purchase our products or
services, our business, financial condition and operating results would be
materially adversely affected.

We have reviewed and continue to review our internal management information
and other critical business systems to identify any Year 2000 problems relating
to those systems. We also have communicated and are continuing to communicate
with the owner and manager of our headquarters building, external vendors that
supply us with material software and information systems and with our other
significant suppliers to determine their potential exposure to Year 2000
problems and any resulting impacts such problems could have on our business. In
the course of these investigations to date, we have not encountered any material
Year 2000 problems with these third-party products and services.

We have not incurred to date and do not anticipate incurring in the future,
any material costs directly associated with our Year 2000 compliance efforts,
except for compensation expenses associated with our salaried employees who have
devoted some of their time to our Year 2000 assessment and remediation efforts.
As discussed above, we do not expect the total cost of Year 2000 problems to be
material to our business, financial condition and operating results. However, we
have not completed our risk assessment for potential Year 2000 problems and
cannot be certain at this time that any later discovered Year 2000 problems will
not require material costs to address. During the months prior to the century
change, we will continue to evaluate new versions of our software products, new
software and information systems provided to us by third parties and any new
infrastructure systems that we acquire to determine whether they are Year 2000
compliant. Despite our current assessment, we may not identify and correct all
significant Year 2000 problems on a timely basis. Year 2000 compliance efforts
may involve significant time and expense and unremediated problems could
materially adversely affect our business, financial condition and operating
results. Although we have adopted and are in the process of improving a disaster
recovery plan to allow our business to continue in the event of a failure of our
internal information systems, we currently have no Year 2000-specific
contingency plans to address the risks associated with unremediated Year 2000
problems. We are in the process of reviewing the need for a Year 2000-specific
contingency plan and, if such a plan is advisable, we expect to adopt such a
plan no later than June 30, 1999.

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<PAGE> 34

BUSINESS

OVERVIEW

- Providing salespeople with personalized and easy to use sales automation
software that uses our guided selling technologies to streamline prospect
interactions;

- Automating the key elements of selling--marketing, contact management,
account management, opportunity management, order management and customer
support;

- Integrating processes for selling through multiple channels--direct
sales, telesales, indirect sales and e-commerce; and

- Synchronizing records generated from selling activities into a customer
interaction repository, which enables collaborative selling, marketing
and customer support.

We sell our software primarily through our network of more than 225
resellers, whom we refer to as our "Business Partners." Our Business Partners
provide the local support and implementation services required to install,
configure and customize our products. We have designed our software to be easy
to use, rapid to deploy and implement and to deliver high performance with a low
total cost of ownership. We believe that our software provides the
out-of-the-box functionality necessary to quickly derive benefits, as well as
the flexibility to create a solution tailored to the specific and evolving
requirements of our customers. We now have licensed our software to more than
1,100 domestic and international customers in a variety of industries, including
high technology, financial services, telecommunications, utilities, retail,
banking, health care and real estate.

INDUSTRY BACKGROUND

Sales automation software has recently emerged as a critical requirement
for organizations seeking to gain a competitive advantage in their front office
operations. Many businesses spend considerable time and resources implementing
software applications aimed at increasing the efficiency of selling processes
and improving the effectiveness of customer interactions. In recent years,
selling processes have begun to include increased interaction among marketing,
sales, service and support organizations, as well as executive and finance
staff, independent partners, resellers and even the customers themselves. These
interactions provide windows of opportunity for collecting and using information
to facilitate selling activities. As a result, businesses are looking for
technology solutions that can help them more effectively utilize new and
established selling resources and to better leverage sales information to
increase revenues.

The market for these software applications, often described as "front
office" or "customer relationship management" software, is large and growing
rapidly. AMR Research estimates that the size of this market will increase from
approximately $1.2 billion in license revenues in 1997 to more than $7.5 billion
in 2002. AMR also estimates that sales force automation is the fastest growing
segment of this market with an annual growth rate of 64%.

A number of applications designed to address the front office automation
market have been introduced over the past decade, the majority of which were
targeted at Fortune 1000 companies. While many of these applications have
achieved some degree of market acceptance, significant limitations remain. These
applications are typically very expensive and difficult to deploy and support.
They generally entail substantial investments, often millions of dollars, to
cover new software,

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<PAGE> 35

hardware and implementation services. Also, many salespeople resist using these
applications because they are complex and cannot be easily adapted or customized
to personal selling processes or methodologies. The often extensive
customization and integration work required results in long implementation
cycles that can range from six to 18 months or more and makes these applications
poorly suited to address rapidly changing business environments.

As a result, many businesses have failed to implement first or second
generation versions of these applications successfully. The Gartner Group has
estimated that over 50% of front office automation projects fail to produce
measurable returns on investment. Accordingly, many businesses, particularly in
the mid-market, have not implemented these applications. The Gartner Group
estimates that less than 4% of businesses or divisions of large organizations
with $25 million to $500 million in annual revenues have adopted front office
applications. We believe that there is a strong demand among mid-market
businesses for sales automation software that addresses the limitations of the
current generation of these applications.

The Emerging Mid-Market Opportunity

Mid-market businesses are becoming the driving forces of growth and
innovation in many industries. To compete with larger organizations with greater
resources, many mid-market businesses have adopted dynamic business models that
leverage partnership networks to scale their operations. As a result, these
models of doing business require sales automation solutions that provide
extensive functionality to support team selling, collaborative marketing and
indirect selling models. These solutions need to be rapidly implemented and
easily customized and supported because mid-market businesses typically have
limited information technology resources.

To accomplish their growth objectives, many mid-market businesses are
turning to the Internet. The Internet provides a unique opportunity for
mid-market businesses to create competitive advantages that were previously only
available to larger corporations. It substantially alters the way businesses can
communicate internally and externally and execute sales. By providing a
low-cost, global infrastructure, the Internet also allows mid-market businesses
to share information easily across the enterprise as well as with outside
partners and customers. In addition, the Internet enables mid-market businesses
to integrate their selling cycles across broad networks of partners,
distributors and resellers.

The Internet has also created an entirely new and fast growing channel for
mid-market businesses to reach and cost-effectively support their customers
directly. Forrester Research estimates that by the year 2002, more than $327
billion in goods and services will be sold over the Internet. The ubiquitous
nature of the Internet provides mid-market companies with the ability to extend
the geographic breadth of their sales and marketing operations without large
investments in people and IT resources. Through their web sites, mid-market
businesses can now reach and sell to customers worldwide as well as launch
highly targeted marketing campaigns that deliver higher returns. In addition,
mid-market businesses can interact with their customers in a personalized and
relevant context and support and service them around the clock.

We believe that mid-market businesses seek to establish interactive selling
networks that automate prospect and customer interactions through networks of
mobile sales, internal telesales, marketing and support organizations as well as
third party resellers, supply chain participants and other partners. These
mid-market businesses require software that:

- is easy for salespeople and partners to use;

- is designed to leverage the Internet and mobile technologies;

- can be easily extended and customized to meet specific and evolving
business needs;

- can be deployed rapidly and at a low cost;

- seamlessly integrates with back office systems and corporate information
databases; and

- can support new models of collaborative and Internet-based selling.
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<PAGE> 36

We believe that most existing solutions for sales, marketing and customer
support automation have failed to address these requirements.

THE SALESLOGIX SOLUTION

SalesLogix provides software that enables mid-market businesses to enhance
the speed, quality and effectiveness of selling through their interactive
selling networks. Our products integrate the key elements of contact management,
account management, opportunity management, order management and relationship
management functions. We support multiple selling channels, including direct
sales, telesales, indirect sales and e-commerce and enable collaborative team
selling. Finally, our patented guided selling technology allows customers to
define and automate complex selling processes and to deploy customized sales
automation solutions.

We believe our software delivers the following benefits:

- Complements the way selling professionals work. We designed our software
to be intuitive, using simple navigational commands to present key
selling and customer information in a single view. Our products
incorporate popular Microsoft user interface standards and the
ease-of-use functions of leading contact management programs. In
addition, the flexibility of our software enables salespeople to
customize the functionality to support their individual methods of
selling. We believe this not only adds value to the selling process, but
also increases the rate of adoption among salespeople.

- Leverages the Internet and mobile technologies. SalesLogix can be
deployed over the Internet and we use Internet technologies to provide
web-based online lead capture, partner management, product knowledge
bases and order entry functionality. Our remote client, which Microsoft
recently awarded Best Mobile Sales Solution, uses our synchronization
technology to enable remote users to easily access our software through
mobile devices such as laptops and personal digital assistants. Our
robust, multi-level security allows key sales management functions to be
distributed while addressing customers' concerns about the integrity of
the database.

- Deploys rapidly at a low cost. Our products and services are designed to
ensure that the software is implemented and deployed quickly--typically
in a few weeks--to deliver a rapid return on investment. The suggested
retail price of our software is less than $1,000 per end user. SalesLogix
software provides out-of-the-box functionality and requires little
customization. In addition, our synchronization technology facilitates
the distribution of relevant updates to users across the enterprise,
thereby reducing maintenance costs. We use industry standard technologies
and leverage the Microsoft Windows NT and Microsoft BackOffice platforms
to deliver a low total cost of ownership.

- Can be easily extended and customized to support new selling models. Our
flexible architecture and authoring tools enable customers to easily
adapt our software to reflect their unique selling processes and business
rules. Our authoring tools and guided selling technology allow Business
Partners and customers to develop extensions and interfaces for specific
vertical markets. Using a graphical design interface, administrators can
create workflow diagrams that define dynamic selling processes and
automation steps to guide new users or invoke automated responses to
certain selling events.

- Scales to support large selling operations and integrates with back
office systems. Our technology foundation enables hundreds of users to
access our software locally, remotely or over the Internet. Our software
leverages the scalability of Microsoft SQL Server and Oracle databases.
To date, customer implementations have ranged from as small as 10 users
to over 400 users. To meet the needs of rapidly growing, dynamic
mid-market businesses, we have designed our software to integrate
seamlessly to back office enterprise resource planning and accounting
systems and other databases with information relevant to the selling
process.

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BUSINESS STRATEGY

Our objective is to be the leading provider of software that addresses the
key aspects of selling for mid-market businesses. The following are elements of
our strategy:

- Target the large mid-market opportunity. Our target market is
businesses, including divisions of larger companies, with annual revenues
between $10 million and $1 billion. We believe that there are
approximately 150,000 organizations in North America that comprise this
market. We also believe that our products and business model are uniquely
suited to address this market opportunity. We intend to continue to focus
on developing software that targets the needs of mid-market businesses
and on selling through channels that can best reach and support this
market segment.

- Focus on automating interactive selling networks. We believe that
selling is a uniquely important and rapidly evolving business process and
that automating this process can result in rapid and significant return
on investment. We are focused on building marketing, customer support,
e-commerce and team selling functionality around SalesLogix and intend to
continue to add features to increase the speed, effectiveness and quality
of selling network interactions.

- Expand our network of Business Partners. We believe that utilizing a
reseller channel is the best way to reach mid-market businesses.
Accordingly, we have focused on rapidly capturing market share by
building a network of more than 225 Business Partners to sell our
products. Our Business Partners provide a cost-effective means to provide
local implementation and customization services, deliver specific
vertical market expertise and extend our domestic and international
reach. We have built our products specifically for the channel by making
them easy to use and implement while at the same time making them highly
customizable and able to integrate with other systems. We have a formal
certification program and offer our Business Partners ongoing training.
We plan to increase the number of Business Partners in the channel and
focus on adding partners with vertical specialization.

- Leverage the Internet for faster growth. We believe that the Internet is
a key enabling technology for mid-market companies. The recent
introductions of our Web Client, Web Viewer+, Web Lead Capture and Web
Knowledge Base reflect our strategy to rely primarily on an
Internet-based architecture and infrastructure. We intend to provide
additional products that leverage Internet technologies to support and
enhance all aspects of interactive selling and the web browser will
increasingly represent the standard user interface for our software.

- Broaden our direct sales channel and international presence. We intend
to complement our Business Partner channel by expanding our targeted
direct sales force to pursue key strategic accounts and by further
developing our telesales channels and establishing an e-commerce channel
to sell entry-level and customer add-on solutions. We believe that there
is a strong demand for our software internationally. We currently sell
our products internationally in both Europe and the Pacific Rim through
Business Partners located in 13 countries. We intend to continue to
pursue international opportunities aggressively by expanding our network
of international Business Partners, entering new markets, localizing our
software to support additional languages and currencies and increasing
our direct presence.

- Expand our technology partner program. Our software provides an open,
extensible platform for third party software vendors, service providers,
Business Partners and customers to develop add-on products that extend
our software. To date, we have certified more than 20 applications
developed by third parties through our Open CRM Initiative. We intend to
increase the number of third party developers of extensions and add-ons
for our software and actively market these solutions across our customer
base.

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PRODUCTS

Our software for automating the interactive selling network currently
consists of two major products: SalesLogix, a distributed multi-user sales
information system and SupportLogix, an online customer service and support
environment for customer support and help desk professionals. We also offer
CrossLogix, a platform for integrating third party databases, as well as other
integration and customization products for extending SalesLogix. In addition, we
recently entered into a letter of intent to acquire Enact Incorporated, a
provider of sales configuration technology used to manage product catalogs,
marketing encyclopedias and generate proposals, quotes and orders. We intend to
build an integrated suite of applications around our core SalesLogix product
that leverages our centralized Customer Interaction Repository to address the
key aspects of an interactive selling network.

Our products enable each individual involved in the interactive selling
network to automate and leverage prospect and customer interactions to sell more
effectively. Our software supports the day-to-day interactions of sales,
marketing and support professionals by:

- Capturing information on all contacts (individuals), accounts (companies
or divisions of companies), opportunities (potential deals) and
relationships (service and support histories) in the Customer Interaction
Repository; and

- Using this information to automate a variety of selling cycle activities,
from the design and execution of marketing campaigns, to the generation
of qualified leads, to the management of direct and indirect sales
processes, to order management and post-sales support.

Our applications use a variety of client interfaces, including industry
standard Web browsers, Windows-based laptops and desktops and personal digital
assistants, to ensure high availability and ease-of-use. We also provide tools
and extensions to centrally implement, configure, customize and manage our
applications. The Administrator console allows customers to centrally manage the
SalesLogix system and includes user administration, system administration
(configuration of synchronization servers and remote office servers), database
administration and the installation and update of third party and custom
components.

SALESLOGIX AUTOMATES THE INTERACTIVE SELLING NETWORK
[INTERACTIVE SALES CHAIN FLOWCHART]
[GRAPHICAL DEPICTION OF THE INTERACTIVE SELLING PROCESS LEVELS WITH THE
FOLLOWING COPY: SALESLOGIX AUTOMATES THE INTERACTIVE SELLING NETWORK; PROSPECTS;
FIELD SALES, TELESALES, PARTNERS, ESELLING, CUSTOMERS; INTERNET/WINDOWS/PDAS;
SALES, MARKETING, SUPPORT; CUSTOMER INTERACTION REPOSITORY, MS SQL OR ORACLE;
ADMINISTRATION/SECURITY/CONFIGURATION.]

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SalesLogix

SalesLogix can be deployed as a client/server application, an
Internet-based application, or both simultaneously to automate the
business-critical daily activities of front line sales and marketing
professionals. The product includes contact, account and opportunity management
along with a variety of analysis and reporting templates and integrated guided
selling processes that streamline prospect and customer interactions. SalesLogix
provides a comprehensive view of all customer communication, sales cycle
activities, forecasted opportunities, analysis statistics, management reports
and a consolidated view of all notes and schedules of individuals connected to
the system. In addition, SalesLogix provides organizations with guided selling
technology to create processes that standardize and automate any aspect of the
selling cycle. SalesLogix also includes fast, reliable and adaptable
synchronization technology and an extensive data security model for
consolidating and distributing sales information across the enterprise.

SalesLogix includes the following client interfaces:

Sales Client is a client/server direct channel application for sales
professionals connected remotely or centrally located. This application
offers integrated account, contact and opportunity management,
scheduling, reporting, email, faxing, word processing and sales library
access. Telesales professionals are supported by our guided selling
technology, which automates lead qualification and follow-up activities.

Remote Sales Client is a client/server application for mobile sales
professionals. This application offers integrated account, contact and
opportunity management, scheduling, reporting, email, faxing, word
processing and sales library access. Synchronization technology
efficiently manages the distribution of database updates across LAN,
WAN, email or Internet connections.

Web Sales Client is a web-based direct channel solution for
professionals connected remotely or centrally located that offers
integrated account, contact and opportunity management, scheduling,
reporting and sales library access using a Microsoft Internet Explorer
or Netscape 4.0+ browser.

Web Partner Client is a web-based indirect channel solution that
provides reseller channels and marketing partners with lead, contact,
account and opportunity management information using a Microsoft
Internet Explorer or Netscape 4.0+ browser.

Web Viewer+ Client is a web-based solution for sales support users
who need limited access to information in SalesLogix. It includes the
ability to schedule activities, write notes and view account, contact
and opportunity information using a Microsoft Internet Explorer or
Netscape 4.0+ browser.

SalesLogix also includes the following products:

Web Lead Capture collects prospect information from a web site and
directly populates the SalesLogix database. This client interface also
automates qualification and lead distribution using our guided selling
technology.

Back Office Integration provides extensive integration with Dynamics,
Great Plains' ERP software for the mid-market. This integration is
differentiated by its support of remote disconnected users and LAN and
WAN users. Integration with Dynamics allows users of SalesLogix to
access important product, pricing and inventory information when making
quotes or taking orders. It also provides SalesLogix users with customer
information such as credit status, invoices, payments, credit card data
and account balances. Dynamics account and contact information is
automatically updated from SalesLogix reducing the time and cost of
duplicate data entry.

Integration and Customization Tools enable customers and resellers to
customize and integrate our software with other software applications
and systems.

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The following table describes significant features of SalesLogix.

<TABLE>
<S> <C>
CONTACT MANAGEMENT
-----------------------------------------------------------------------------------------------
Lead Management Supports collection of prospect information, including
prospects captured from the web. Automates the qualification
and lead distribution processes and follow up activities.
-----------------------------------------------------------------------------------------------
Scheduling & Graphic Calendar Supports activity and event scheduling, on an individual and
group basis. Provides integration with Microsoft Outlook,
GroupWise and Lotus Notes.
-----------------------------------------------------------------------------------------------
Communication and Notes Allows users to attach any file or document to accounts,
contacts and opportunities. Supports integrated faxing,
email and word processing. Records notes of customer
interactions or other important information.
-----------------------------------------------------------------------------------------------
ACCOUNT MANAGEMENT
-----------------------------------------------------------------------------------------------
Relationships Defines the relationships between an account, related
contacts and opportunities and associated information,
providing a comprehensive picture of customer interactions.
-----------------------------------------------------------------------------------------------
Accounting Information Provides users with customer outstanding balance,
receivables aging, credit term, credit card, invoice and
payment information.
-----------------------------------------------------------------------------------------------
Team Selling Supports management of customers and opportunities by
individual sales representatives or sales teams.
-----------------------------------------------------------------------------------------------
OPPORTUNITY MANAGEMENT
-----------------------------------------------------------------------------------------------
Opportunity Assessment Enables the qualification of sales opportunities and the
assignment of characteristics such as probability of closing
the sale, revenue potential, estimated and actual closing
dates and competitor information. Tracks related activities
and history.
-----------------------------------------------------------------------------------------------
Sales Process Definition, Allows sales managers to establish highly structured selling
Management and Analysis processes that embody best selling practices to guide the
salesperson through the sales cycle. Improves forecasting
accuracy by providing consistent information for analysis.
-----------------------------------------------------------------------------------------------
Quote Generation, Order Entry Creates sales orders and quotes and applies business rules
and Advanced Pricing Model to improve accuracy of orders. Manages and organizes large
numbers of products, supports multiple price schedules,
pricing programs and customer based pricing. Provides
product substitution and inventory information.
-----------------------------------------------------------------------------------------------
ANALYSIS AND REPORTING
-----------------------------------------------------------------------------------------------
Graphical Forecasting Provides the ability to graphically organize and analyze
lead sources, the impact of competitors, product lines and
many other factors on the sales pipeline.
-----------------------------------------------------------------------------------------------
Reporting (IQ Software Allows users to create reports using an object-based,
Corporation) graphical, report designer that delivers a broad range of
functionality, including centralized or decentralized report
management distribution.
-----------------------------------------------------------------------------------------------
What's New (Change Tracks additions, updates and deletions to a user's local
Notification) database, sales library and report deliveries.
</TABLE>

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<TABLE>
<S> <C>
INFORMATION AND WORKFLOW MANAGEMENT
-----------------------------------------------------------------------------------------------
Guided Selling Technology Provides a visual environment that allows sales
administrators to quickly and easily define processes that
automate any aspect of the selling cycle. This includes any
series of tasks that must be executed in a specific order in
a specific timeframe. Tasks may include scheduling meetings,
phone calls, to-dos, literature requests, logging notes,
sending letters, faxing, emailing, testing for changes in
data, changing data, running reports or running a
sub-process. Customers use these processes to automate
repetitive tasks, implement sales processes, provide a
consistent way of following up with customers and for
marketing automation.
-----------------------------------------------------------------------------------------------
List Management Organizes subsets of contact, account or opportunity
information into lists that can prioritize leads,
opportunities and customers to help users focus on important
items.
-----------------------------------------------------------------------------------------------
Sales Library Provides a central repository for sales, marketing and
support information such as product details and price
sheets, sales literature, policies and procedures,
presentation and manuals accessible from the web or LAN by
the entire user community. Includes distribution mechanism
to support remote disconnected users.
-----------------------------------------------------------------------------------------------
</TABLE>

CUSTOMIZATION AND INTEGRATION
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Architect Provides an easy to use visual development tool for creating
reports, customized data views, scripts and guided selling
processes.
-----------------------------------------------------------------------------------------------
CrossLogix Allows customers to exchange data between SalesLogix and
other Microsoft SQL Server or Oracle databases, to
consolidate separate databases, create a data warehouse,
link to back office applications and scale in large
environments.
-----------------------------------------------------------------------------------------------
Software Development A set of high-level functions that allow other applications
Kit to interact with the SalesLogix database and client.
-----------------------------------------------------------------------------------------------
Computer Telephony Allows SalesLogix to work with telephone systems to manage
Integration inbound and outbound calling activity, route calls and
trigger events.
-----------------------------------------------------------------------------------------------
Bundler Provides the ability to package custom components created by
partners, third party integrators or SalesLogix for
simplified installation and management in a SalesLogix
production system.
-----------------------------------------------------------------------------------------------
</TABLE>

SupportLogix

SupportLogix extends SalesLogix to provide an integrated client/server
customer support application for managing customer accounts after the sale.
SupportLogix provides customer support professionals with a comprehensive view
of customer information (including key contact data and call status summaries),
problem tracking and status information (including records of resolutions and
upgrades) and relationship management information (including service statistics
and contractual obligations). SupportLogix also provides knowledge management
tools to assist with problem resolution including the search and retrieval of
previous incidents, product knowledge and external sources. For management, the
system provides categorization, statistics and reporting for staffing, training,
resource planning, utilization and cost analysis. In addition, web-based tools
are available for customers to interact with the support system via the
Internet.

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The following table describes significant features of the SupportLogix
product.

<TABLE>
<S> <C>
PROBLEM MANAGEMENT
-----------------------------------------------------------------------------------------------
Call and Incident Tracking Tracks problems reported by customers, supports searches for
solutions and automates customer follow-up.
-----------------------------------------------------------------------------------------------
Escalation Ensures customer expectations and service agreements are met
by triggering notifications for time sensitive or critical
issues.
-----------------------------------------------------------------------------------------------
Product Returns Authorizes and tracks defective products and returns.
-----------------------------------------------------------------------------------------------
Telephone Link Integrates SupportLogix with a telephone system to
streamline customer support interaction by automatically
creating trouble tickets pre-filled with customer details on
inbound calls and auto dialing on outbound calls.
-----------------------------------------------------------------------------------------------
Workflow Automation Routes tickets to individuals or teams based on the type of
request. Emails responses to customers when requests are
closed or status changes.
-----------------------------------------------------------------------------------------------
Contract Management Monitors customer support agreements and work performed
against those agreements for billing purposes.
-----------------------------------------------------------------------------------------------
Defect Tracking/Quality Tracks defects, product changes and feature requests as
Assurance products pass through the development and testing process
and into production.
-----------------------------------------------------------------------------------------------
Support Center Management Provides categorization, statistics and reporting for
training, resource planning, cost analysis and overall
support department management.
-----------------------------------------------------------------------------------------------
ASSISTED PROBLEM RESOLUTION
-----------------------------------------------------------------------------------------------
Dynamic Knowledge Collection Builds a knowledge base of standard problems and solutions
based on the resolution of incidents and trouble tickets.
-----------------------------------------------------------------------------------------------
SpeedSearch Performs indexed full text search and retrieval of the
knowledge base, previous incidents, defect reports and
external sources for quick, consistent problem resolution.
-----------------------------------------------------------------------------------------------
WEB-BASED CUSTOMER CARE
-----------------------------------------------------------------------------------------------
Web Knowledge Base Allows customers, partners and field staff to access the
knowledge base via the web to avoid call queues and to
search for their own support at their own pace.
-----------------------------------------------------------------------------------------------
Mail Link and Web Link Routes customer email messages to the support system and
allows representatives and customers to submit call tickets
and check their status with a standard web browser over an
intranet or the Internet.
-----------------------------------------------------------------------------------------------
</TABLE>

Third-Party Solutions

Our Open CRM Initiative allows our Business Partners, third-party software
vendors and systems integrators, to cooperatively develop and certify their own
customer relationship management, or CRM, applications based on SalesLogix. This
initiative currently includes solutions from more than 20 partners providing
applications that operate as fully integrated extensions to SalesLogix for:

- marketing campaign management;

- computer telephony integration;

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<PAGE> 43

- configuration management;

- fax and email services;

- SAP integration;

- enhanced security for e-commerce; and

- wireless communications.

Through the Open CRM initiative, SalesLogix becomes a platform for
integrating a broad portfolio of CRM applications that enable customers to grow
their front office sales, marketing and customer support organizations quickly
and cost-effectively, without investing sizable budgets and manpower in custom
consulting services. Through the relationships established in this initiative,
we expect to expand the base of products sold through our channels.

PRODUCTS IN DEVELOPMENT

Enact. We recently signed a term sheet to acquire Enact, a provider of
sales configuration software for managing product catalogs and marketing
encyclopedias and generating proposals, quotes and orders. Enact will enable
SalesLogix customers to create online interactive sales solutions that promote
best practices and error-free orders. By integrating the selling knowledge and
experience of an organization into a central repository, Enact simplifies the
product selection process for salespeople, and will allow vendors and resellers
to track orders through the SalesLogix system. In addition, customers will be
able to explore product configuration and pricing on their own through a
company's web site, potentially reducing the length of sales cycles. Upon
completion of the acquisition, SalesLogix will license Enact software as a
configuration solution to be used by sales professionals, and intends to develop
electronic commerce solutions accessible through the Internet that enable
electronic catalogs, product training and marketing knowledge base systems. The
Enact solution is based on the following two major components:

Author is a tool used to define the relationship between products,
product details and specifications, pricing, their application and rules
that govern how products are purchased.

Selector is an interactive selling tool used by a sales professional
guiding a customer or by a customer independently to navigate and select
products to purchase based on the relationships and rules defined in the
Author tool.

Web Order Capture. The web allows companies to cost-effectively offer
personalized services to customers and partners around the clock. An integral
part of that service is the ability to look at a product catalog and place an
order for products and services. SalesLogix will provide a product order system
that:

- publishes the products and services maintained in SalesLogix on the web;

- allows contacts managed in SalesLogix, including partners, customers or
internal employees, to access product and order information on the web
with a secure user name and password; and

- enables all authorized contacts to place an order that is posted in the
Customer Interaction Repository to be visible to SalesLogix users and
integrated directly with back-office accounting systems.

Web Order Capture facilities will integrate with our Web Lead Capture to
enable new customers to gain authorization for placing orders immediately upon
entering the system.

Localization. Our Localization Kit adds external language dictionaries and
currency conversion functionality to the standard solution, enabling Business
Partners and customers to translate SalesLogix products into their local
environments.

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<PAGE> 44

SERVICES

SalesLogix and SupportLogix are typically sold with bundled services that
are delivered either by SalesLogix or a certified third party implementation
provider. Services may include training, certification and project management
consulting. For customers requiring onsite services to install, implement and
customize our products, we offer both our own professional services group as
well as third party certified implementation specialists (many with vertical
industry specialization) to help ensure successful implementation of the
product.

Our services are based on a rapid deployment and gradual customization
program. Typical SalesLogix implementations enable call center and mobile field
sales participants to integrate existing databases, install new client software
and synchronize updates within the first 30 days of the purchase of the
software.

Our Professional Services Group provides project implementation services to
supplement our Business Partners when needed, including the following services:

- analysis and requirements definition;

- system specification and design;

- project implementation;

- software installation;

- data conversion; and

- customization for external systems integration.

Our SalesLogix Systems Administrator Training class is designed for our
customers' IT professionals responsible for the maintenance, synchronization and
customization of the SalesLogix database and for administering the user settings
needed to manage the installation.

TECHNOLOGY

To create, maintain and expand SalesLogix, we use Delphi's rapid
application development tool. This significantly reduces development time and
enables us to respond rapidly to changing market demand in comparison to
applications that are built with traditional programming languages such as C and
C++.

Deployed as client server applications, SalesLogix and SupportLogix are
pure 32-bit applications that conform to open standards. They are Microsoft
BackOffice compatible and their user interfaces are consistent with technologies
currently used by Microsoft in its popular suite of office applications.
SalesLogix can be deployed as a true thin client that uses HTML and Java
Scripting. Our Web DLL is the interface between the web server and the
SalesLogix database that processes web templates on the server and generates web
pages in the user's browser. In addition, the Web DLL also handles data
integrity, security and synchronization functions for each of the records
written to the SalesLogix database. Our Internet-based products can be accessed
through Netscape (4.08 and 4.5) and Microsoft Internet Explorer (4.0) browsers
and support Netscape and Microsoft web servers.

Other key elements of our technology foundation include the following:

Sophisticated Data Model

At the core of SalesLogix is an object-oriented system that uses a
universal database engine to provide high performance and high throughput
connections to leading databases such as Microsoft SQL Server and Oracle. The
same technology is used whether users are working from their desktops with a
local database, or if they are working on their laptops at a remote location.
Users of SalesLogix Web Client work with the same database and data model as do
LAN and remote users. SalesLogix also uses a database scheme that can be easily
extended.

The SalesLogix database architecture is designed to be scalable, flexible
and highly configurable and supports the addition and deletion of tables and
fields. Database access queries are optimized for

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<PAGE> 45

the database in use, resulting in high speed and performance. SalesLogix
supports Microsoft SQL Server, Oracle and Inprise InterBase databases.

Synchronization Architecture

SalesLogix' Synchronization client and Synchronization server work together
to reconcile changing and disparate data residing on the host database, on
remote office databases or on remote user databases. SalesLogix employs an
offline "store and forward" scheme to collect, exchange, consolidate and apply
synchronization changes to the applicable databases using connect time only to
exchange relevant data. Changes are applied to the database after the connection
is broken, significantly reducing connect time charges and making the computer
available for other purposes. The SalesLogix synchronization server can be
scheduled to run during off-peak hours, when the network traffic is minimal.
Data packets are compressed and encrypted for transmission to the remote users
when they dial in or connect through one of several supported connection
methods.

SalesLogix' Subscription mechanism and other tools allow the end user and
the system administrator to tailor the amount and type of data the remote user
receives giving significant control of the amount of information exchanged and
maintained on remote databases.

Security

SalesLogix includes several layers of security to control access to data,
aspects of the interface and underlying functionality. Accounts are owned by a
single user, a team of users or all users. Account ownership determines a user's
access to records. Each user has a default security profile that determines
their access (read, write, or view) to tables and fields for the accounts they
own, as well as the ability to create and maintain sales teams. Sales teams
contain users who need access to the same accounts. For example, a customer
might create teams based on region, territory, type of account or department.
Users can belong to more than one team and their security profiles can be
different for each team. Users can have different field level data security as a
member of a team or as an individual. Access to data is also based on a user's
position within the organization. In addition, SalesLogix supports the concept
of public and private accounts. Public accounts can be owned by an individual
user, a team of users, or all users, while personal contacts are kept private.
In addition, customers can also define each user's access to other users'
calendars. Access to aspects of the SalesLogix interface and underlying
functionality can also be controlled at a user level.

CUSTOMERS

We have licensed our software to more than 1,100 domestic and international
customers in a variety of industries including high-technology, financial
services, telecommunications, utilities, retail, banking, health care and real
estate. To date, customer implementations have ranged from as small as 10 users
to over 400 users. Set forth below is a representative list of customers that
have licensed our software.

ABN-AMRO Asia Pacific

ADT Securities Services
Affiliated Research Centers
Anatol Automation
Anthony & Sylvan Pools
ADP
Blackbaud

BlueCross BlueShield of

Tennessee

Boise Cascade

Books Are Fun
Center for Creative Leadership
Century Business Services
CheckFree
Community Bank

Concur Technologies

CSK Auto
Del Webb
Dictaphone
Diversified Communications
DoubleClick
ESCO Electronics
First Sierra Financial
Frost & Sullivan
FullTime Software
Gensym
Global Asset Management
Hewlett-Packard
IKON Office Solutions
ILOG
Information Advantage
International Network Services
InterVoice
Iron Mountain
Kaplan Educational Centers
Lender's Service

Lexmark

MCI WorldCom
McGraw-Hill
Medic Computer Systems
MicroWarehouse

Montgomery Clearing Services

Musco Lighting
NationsBank
net.Genesis
New York Stock Exchange
Nextel Communications
Novartis
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<PAGE> 46

P&O Nedlloyd
Paine Webber
Pennsylvania Physicians
Care
PIMS UK
PPG Industries
Pyxis

Ronald Blue

TELES AG

The Cobalt Group

Stone Co.
The Finova Group
Tiffany & Co.
Time Distribution Services
U.S. Xchange

United Concordia

Van Dyne-Crotty
Waterhouse Securities
Watlow Electric Manufacturing
Wyndham International
Workgroup Technology

SALES

We market and sell our software primarily through our indirect Business
Partner channel and, to a lesser extent, through our direct sales force.

Indirect Channels

We sell and implement our products primarily through our Business Partner
channel consisting of value added resellers, as well as systems integrators and
independent software vendors. Our Business Partners are independent
organizations that sell and market our products and perform implementation,
integration and customization services. We actively recruit Business Partners
through channel development groups within SalesLogix. More importantly, we
assist our Business Partners through comprehensive training and support and
cooperative marketing programs. All Business Partners are required to undergo
training and certification procedures before being authorized to sell and
implement our products and must maintain certain standards and sales volumes to
retain this authorization. As of March 31, 1999, we had more than 225 certified
Business Partners, 34 of which are located internationally. We plan to expand
our international presence through recruiting of additional Business Partners.

We typically enter into Software Business Partner Agreements with our
Business Partners, under which they purchase our products and sell our licenses
to designated end-users. No ownership rights are granted to our Business
Partners on any intellectual property relating to our products. Original
SalesLogix licenses are included in our product materials, which are provided
directly to end-users by our Business Partners. The Business Partners are solely
responsible for determining retail prices. However, our revenue from the sale of
our product to a Business Partner is based on a percentage of our list price and
is independent of the Business Partner's ability to collect payment from an end-
user. In addition, we generally provide the ongoing technical support and
maintenance for our products and our Business Partners are paid a commission if
they sell the support contract to the end-user. We have not granted exclusive
sales territories to our Business Partners, but may do so in the future if a
proposed distribution transaction merits such an arrangement.

We believe that our Business Partners have a significant influence over
product choices by customers and that our relationship with our Business
Partners is an essential element in our marketing, sales and implementation
efforts. Through our Business Partner network, we are able to provide customers
with trained and knowledgeable solution professionals who are available to
implement our systems locally. Many of our Business Partners customize our
systems to fit individual business needs and develop industry-specific
applications that integrate with and extend the functionality of our products.
See "Risk Factors -- We rely primarily on our resellers for the sale and
implementation of our products."

Direct Sales

We recently established a targeted direct sales force to complement our
indirect sales channel and pursue larger opportunities, typically companies with
over $250 million in revenue, as well as key strategic accounts in selected
vertical markets. As of March 31, 1999, we employed seven direct salespeople.

Our direct sales cycles average 90 to 120 days from initial contact to
close. We have four phone-based representatives to support our direct sales
effort and help generate leads for our Business Partners. We intend to further
develop our telesales and e-commerce channel to sell entry-level and
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<PAGE> 47

customer add-on solutions to our existing customer base and target small
opportunities of less than 10 seats.

MARKETING

Our marketing programs include a variety of advertising, telemarketing,
events, public relations and teleseminar campaigns that are designed to reach
target prospects in the mid-market and cultivate relationships with industry
leaders. These programs are targeted at key executives within these mid-market
companies such as the vice president of sales, vice president of marketing,
chief information officer and chief executive officer. As of March 31, 1999, we
employed 25 people in marketing, organized generally around the areas of product
management, marketing communications and channel marketing.

Our marketing programs are designed to:

- Increase brand awareness for SalesLogix products -- We have implemented a
variety of brand awareness programs, including magazine advertising,
direct mail, public relations and trade show displays. These programs
have generated significant awareness for our products and a leading
position in brand recognition surveys.

- Generate leads for our channels -- Through targeted profiling techniques
and direct telemarketing calls from our database, we attempt to reach a
significant percentage of our target audience on a quarterly basis.
Through a variety of automated web and phone-based call scripts in our
contact center, we are able to rapidly qualify and assign leads across
our channels.

- Ensure efficient and effective partner-based sales cycles -- To take
advantage of the ease-of-use of our product and to improve selling
productivity, we have deployed a web infrastructure that enables dynamic
teleseminars, user-driven product demonstrations and an information
repository to automatically guide prospects and our Business Partners
through key decision points in the selling cycle.

Each of these programs leverage both our web-based marketing infrastructure
and our own implementations of SalesLogix products to streamline key prospect
and customer interactions and automate selling cycle activities.

COMPETITION

- Internal Development by our customers' or potential customers' own
technology departments. These organization have invested significant
resources in developing their own proprietary selling systems.

We believe that the principal competitive factors in our market include, or
are likely to include, product performance and features, price, ease-of-use,
quality of support and service, time to implement, ease of customization, sales
and distribution capabilities, strength of brand name and overall cost of
ownership. We believe that we compete effectively with our competitors with
respect
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<PAGE> 48

to these factors. However, many of our competitors have longer operating
histories, significantly greater resources and greater name recognition. They
also may be able to devote greater resources to the development, promotion and
sale of their products than we can to ours, which could allow them to respond
more quickly than we can to new or emerging technologies and changes in customer
requirements. We cannot assure you that our competitors will not offer or
develop products that are superior to our products or that achieve greater
market acceptance.

We expect that competition will increase as other established and emerging
companies enter our market and as new products and technologies are introduced.
For example, several back-office software companies have built or acquired sales
automation and other front office products. Increased competition may result in
price reductions, lower gross margins and loss of our market share, any of which
could materially adversely affect our business, financial condition and
operating results.

RESEARCH AND DEVELOPMENT

As of March 31, 1999, SalesLogix employed 46 people in research and
development. This team is responsible for the design, development and release of
SalesLogix products. Research and development is organized into three groups:
development, quality assurance and documentation. Members from each of these
groups, along with a product manager from our marketing department, form
separate product teams that work closely with sales, marketing, Business
Partners, customers and prospects to better understand market needs and
requirements. When required, we use third-party development firms to expand the
capacity and technical expertise of our internal research and development team.
Additionally, we occasionally license third-party technology that is
incorporated into our products. We believe this approach significantly shortens
our time to market and we expect to continue to utilize third-party resources in
the foreseeable future.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

Our success depends in part on our ability to protect our proprietary
rights. To protect our proprietary rights, we rely primarily on a combination of
copyright, trade secret, patent and trademark laws, confidentiality agreements
with employees and third parties and protective contractual provisions such as
those contained in license agreements with our Business Partners, consultants,
vendors and customers, although we have not signed such agreements in every
case. Despite our efforts to protect our proprietary rights, unauthorized
parties may copy aspects of our products and obtain and use information that we
regard as proprietary. Other parties may breach confidentiality agreements and
other protective contracts we have entered into and we may not become aware of,
or have adequate remedies in the event of, such breach. We employ shrink-wrap
licenses designed to restrict the unauthorized use of our products, but such
licenses may be difficult to enforce.

We pursue the registration of certain of our trademarks and service marks
in the United States and in certain other countries, but we have not secured
registration of all our marks. In addition, the laws of some foreign countries
do not protect our proprietary rights to the same extent as do the laws of the
United States and effective copyright, trademark and trade secret protection may
not be available in other jurisdictions. We license certain proprietary rights
to third parties. Such licensees may not abide by compliance and quality control
guidelines with respect to such proprietary rights and may take actions that
would materially adversely affect our business, financial condition and
operating results.

The computer software market is characterized by frequent and substantial
intellectual property litigation, which is often complex and expensive and
involves a significant diversion of resources and uncertainty of outcome. We may
need to litigate to enforce and protect our intellectual property or to defend
against a claim of infringement or invalidity. We may be subject to legal
proceedings and claims from time to time in the ordinary course of our business,
including claims of alleged infringement of third-party proprietary rights by us
and our licensees. In addition, we expect that software developers will be
increasingly subject to infringement claims as the number of products and
competitors in our industry grows and the functionality of products in different
industry segments overlaps. Furthermore, former employers of our present and
future employees may assert claims that
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<PAGE> 49

our employees have improperly disclosed confidential or proprietary information
to us. If we discover that any elements of our products violate third-party
proprietary rights, we may be unable to obtain licenses on commercially
reasonable terms, if at all and to avoid or settle litigation without
substantial expense and damage awards. Any claims relating to the infringement
of third-party proprietary rights, even if not meritorious, could result in
costly litigation, divert management's attention and resources, cause product
shipment delays or require us to pay damages or enter into royalty or license
agreements on terms that are not advantageous to us. Any of these results could
materially adversely affect our business, financial condition and operating
results.

We rely on certain technology that we license from third parties, including
software that is integrated with internally developed software and used in our
products, to perform key functions. Although we are generally indemnified
against claims that such third-party technology infringes the proprietary rights
of others, such indemnification is not always available for all types of
intellectual property rights and in some cases the scope of such indemnification
is limited. Even if we receive broad indemnification, third-party indemnitors
are not always well capitalized and may not be able to indemnify us in the event
of infringement, resulting in substantial exposure to us. Infringement or
invalidity claims arising from the incorporation of third-party technology and
claims for indemnification from our customers resulting from such claims, may be
asserted or prosecuted against us. Such claims, even if not meritorious, could
result in the expenditure of significant financial and managerial resources in
addition to potential product redevelopment costs and delays and could
materially adversely affect our business, financial condition and operating
results.

EMPLOYEES

As of March 31, 1999, we had a total of 177 employees, excluding
independent contractors and other temporary employees, including 46 people in
research and development, 57 people in sales and marketing, 57 people in
professional services, customer support and training and 17 people in general
and administrative services. Our future performance depends in significant part
on the continued service of our key technical, sales, marketing and senior
management personnel. The loss of the services of one or more of our key
employees could have a material adverse effect on our business, financial
condition and operating results. Our future success also depends on our
continuing ability to attract, train and retain highly qualified technical,
sales, marketing and managerial personnel. Competition for such personnel is
intense. We cannot provide any assurance that we can retain our key technical,
sales, marketing and managerial personnel in the future. None of our employees
is represented by a labor union and we consider our employee relations to be
good.

FACILITIES

Our principal administrative, sales, marketing, support and research and
development facilities are located in approximately 41,200 square feet of space
in Scottsdale, Arizona and our lease expires on July 31, 2004. We also maintain
an international office in the United Kingdom.

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<PAGE> 50

MANAGEMENT

The following table sets forth certain information regarding the executive
officers and directors of SalesLogix as of March 31, 1999:

EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Patrick M. Sullivan............ 45 President, Chief Executive Officer and Chairman of the
Board
Gary R. Acord.................. 46 Vice President, Chief Financial Officer, Secretary and
Treasurer
Kevin R. Bethke................ 34 Vice President, Worldwide Sales
R. Kevin Carson................ 39 Vice President, Professional Services
Philip J. Myers................ 40 Vice President, Marketing
Doug J. Nicholas............... 38 Vice President, Business Development
Sunil Padiyar.................. 38 Vice President, Product Development
Deepak Kamra(a)................ 42 Director
Harry D. Lambert(a),(b)........ 59 Director
Anthony P. Morris(b)........... 52 Director
David C. Schwab(b)............. 41 Director
Craig A. Conway(a)............. 44 Director
</TABLE>

- ------------------------------
(a) Member of compensation committee
(b) Member of audit committee

Patrick M. Sullivan is SalesLogix' founder and has served as SalesLogix'
President and Chief Executive Officer and as a member of SalesLogix' board of
directors since September 1995 and as Chairman of the board of directors since
March 1999. Prior to founding SalesLogix, Mr. Sullivan served as President and
Chief Executive Officer for Contact Software International, Inc., the developer
of ACT! Software, from October 1985 until June 1993, at which time Contact
Software was acquired by Symantec Corp. Mr. Sullivan continued as Vice President
of the Contact Management Division for Symantec until November 1993. Mr.
Sullivan holds a BS in Marketing from Eastern Illinois University.

Gary R. Acord has served as SalesLogix' Vice President and Chief Financial
Officer since September 1997. From April 1996 until September 1997, Mr. Acord
served as Vice President and CFO for Artisoft, Inc., which provides networking,
communications, computer telephony and Internet solutions for small and growing
businesses. From April 1995 until April 1996, Mr. Acord served as Senior Vice
President and CFO for Elsinore Corporation, a gaming company. From August 1979
until April 1995, Mr. Acord was employed by the international accounting firm of
KPMG, Peat Marwick. From July 1993 to April 1995, Mr. Acord served as managing
partner of the firm's Las Vegas office. Mr. Acord, a Certified Public
Accountant, holds a BS from James Madison University and a Master of Accountancy
from the University of Arizona.

Kevin R. Bethke has served as SalesLogix' Vice President of Worldwide Sales
since November 1998. From January 1994 until November 1998, Mr. Bethke served in
various capacities, most recently as Vice President of Sales, for QAD, Inc., a
leading provider of enterprise resource planning solutions for the mid-market.
Mr. Bethke holds a BS in Zoology from Southern Illinois University and an MBA
from Northern Illinois University.

R. Kevin Carson has served as SalesLogix' Vice President of Professional
Services since March 1996. From February 1986 until March 1996, Mr. Carson
served as President of Sales Automation, Inc., a systems implementation firm
focused on assisting corporations with complete turn-key sales automation
systems. Mr. Carson holds a BS in Computer Science from the Arizona Institute.

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<PAGE> 51

Philip J. Myers has served as SalesLogix' Vice President of Marketing since
December 1998. From October 1992 until December 1998, Mr. Myers served as Vice
President of Marketing for Novadigm, Inc. From August 1990 until November 1991,
Mr. Myers served as Vice President and General Manager of Workstation Products
for Pansophic Corp. From August 1986 until July 1990, he served as Director of
Product Marketing for Viasoft, Inc. Mr. Myers holds a BA in Accounting and an
MBA from Penn State University.

Doug J. Nicholas has served as SalesLogix' Vice President of Business
Development since December 1997. From October 1990 until its acquisition by
SalesLogix in December 1997, Mr. Nicholas served as President and CEO of Opis
Corporation, a developer of customer support applications, which he founded. Mr.
Nicholas holds a BA in Public Relations from the University of Northern Iowa.

Sunil Padiyar has served as SalesLogix' Vice President of Product
Development since February 1996. From March 1993 until February 1996, Mr.
Padiyar served as Vice President of Engineering for Artisoft, Inc. and most
recently as Senior Vice President of Technology and Business Development prior
to his joining SalesLogix. From December 1989 until March 1993, Mr. Padiyar
served in various development management roles at Novell, Inc., a leading
provider of networking and communication solutions to corporations and
enterprises. Mr. Padiyar holds a BSEE from Bangalore University in India and an
MBA from the University of Iowa.

Deepak Kamra has served as a member of SalesLogix' board of directors since
January 1996. Since March 1993, Mr. Kamra has been a principal of Canaan
Partners, a provider of consulting and venture financing to technology
companies. Mr. Kamra became a general partner of Canaan Partners in October
1995. Mr. Kamra also serves as a member of the board of directors for Concord
Communications, Inc., a developer of web-based network reporting and analysis to
evaluate the effectiveness of customers' IT investments. Mr. Kamra also serves
on the boards of directors for numerous privately-held technology companies. Mr.
Kamra holds a BS in Commerce from Carleton University and an MBA from Harvard
University.

Harry D. Lambert has served as a member of SalesLogix' board of directors
since January 1996. Since June 1993, Mr. Lambert has been a General Partner of
Innocal, L.P., a provider of venture financing to technology companies.
Previously, Mr. Lambert served as a general partner of two other venture capital
firms and as president of a telecommunications components company. Mr. Lambert
has served as a member of the board of directors for GeoCities, a leader in the
area of web-based communities online. He also serves on the board of directors
of Trega Biosciences, Inc. and several privately-held technology companies. Mr.
Lambert holds a BS from the U.S. Military Academy, West Point, New York and is a
graduate of the Columbia University Graduate School of Business Administration
Executive Program in Business Administration and the Harvard Graduate School of
Business Administration Advanced Management Program.

Anthony P. Morris has served as a member of SalesLogix' board of directors
since October 1996. Since 1998, Mr. Morris has been a principal in Morris &
Associates, a provider of strategy consulting and venture financing to
technology companies and investors. Mr. Morris also serves as a member of the
board of directors for Phoenix Technologies, Ltd., a developer of software
fundamental to the design and use of personal computers, information appliances
and peripherals. Mr. Morris holds an AB from the University of Pennsylvania and
an MBA from Stanford University.

David C. Schwab has served as a member of SalesLogix' board of directors
since March 1999. Since June 1996, Mr. Schwab has been a general partner of
Sierra Ventures, a provider of consulting and venture financing to technology
companies. From August 1991 until June 1996, Mr. Schwab served as Vice President
of Sales for Scopus Technologies, Inc. Mr. Schwab also serves as a member of the
board of directors for Micromuse, Inc., a provider of software solutions for
monitoring and management of IT infrastructure, Computer Literacy, Inc., an
online seller of computer and technical books, and numerous privately-held
technology companies. Mr. Schwab holds a BA from the University of California
San Diego, an MS and ENG in Aerospace Engineering from Stanford University and
an MBA from Harvard University.
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<PAGE> 52

Craig A. Conway has served as a member of SalesLogix' board of directors
since March 1999. From April 1997 until March 1999, Mr. Conway served as
President and Chief Executive Officer for One Touch Systems, Inc., a provider of
solutions to integrate video, voice and data over high bandwidth networks. From
November 1993 until May 1996, Mr. Conway served as President and CEO for TGV
Software, Inc., a developer of TCP/IP network protocol and application software
used to build corporate intranets. Prior to that Mr. Conway served as Executive
Vice President for Oracle Corporation. Mr. Conway holds a BS in Computer Science
from SUNY Brockport.

BOARD COMMITTEES

The compensation committee currently consists of Messrs. Kamra, Lambert and
Conway. The compensation committee reviews and approves the compensation and
benefits for our executive officers, reviews in general our overall employee
compensation policies and makes recommendations to our board of directors
regarding such matters. Upon request of our board of directors, the committee
may grant stock options under our stock plans.

The audit committee currently consists of Messrs. Lambert, Morris and
Schwab. The audit committee makes recommendations to our board of directors
regarding the selection of independent auditors, reviews the results and scope
of the audit and other services provided by our independent auditors and reviews
and evaluates our internal audit and control functions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No interlocking relationship exists between the compensation committee and
the board of directors or compensation committee of any other company, nor has
any such interlocking relationship existed in the past.

DIRECTOR COMPENSATION

We reimburse nonemployee directors for reasonable expenses they incur in
attending meetings of our board of directors and its committees. Directors of
SalesLogix are eligible to participate in our 1996 Equity Incentive Plan, and as
of March 31, 1999, options to purchase 45,000 shares of common stock had been
granted to Anthony Morris, and options to purchase 6,250 shares of common stock
had been granted to two former SalesLogix directors under this plan. Immediately
following consummation of this offering, we intend to grant options to purchase
12,500 shares of common stock to each of our non-employee directors under our
1999 Non-Employee Director Stock Option Plan. Following the completion of this
offering and as long as the Director Stock Option Plan remains in effect, each
non-employee director who remains a director immediately after each annual
meeting of our stockholders shall receive a non-discretionary option grant to
purchase 12,500 shares of our common stock. All non-employee director options
vest in sixteen equal quarterly installments following the date of grant and
have an exercise price equal to the fair market value of our common stock on the
date of grant. Vesting is automatically accelerated prior to a change in control
of SalesLogix. See "Incentive Stock Plans -- 1999 Non-Employee Director Stock
Option Plan."

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<PAGE> 53

EXECUTIVE COMPENSATION

The table below sets forth information concerning the compensation awarded
to, earned by or paid for services rendered to SalesLogix in all capacities
during the year ended December 31, 1998 by our President and Chief Executive
Officer and our next four most highly compensated executive officers whose
salary and bonus for 1998 exceeded $100,000. These executive officers are
referred to as the Named Executive Officers elsewhere in this prospectus.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
------------------- SECURITIES
NAME AND PRINCIPAL POSITION SALARY BONUS UNDERLYING OPTIONS
- --------------------------- -------- ------- ------------------
<S> <C> <C> <C>
Patrick M. Sullivan
President and Chief Executive Officer........... $145,385 $52,083 --
Gary R. Acord
Secretary and Chief Financial Officer........... 122,596 16,250 --
R. Kevin Carson
Vice President--Professional Services........... 138,923 61,834 33,333
Doug J. Nicholas
Vice President--Business Development............ 100,944 18,334 --
Sunil Padiyar
Vice President--Product Development............. 160,000 63,334 33,333
</TABLE>

OPTION EXERCISES DURING 1998 AND YEAR-END OPTION VALUES

The following table sets forth certain information regarding option
exercises during fiscal 1998 and the number and value of securities underlying
unexercised stock options held by our Named Executive Officers as of December
31, 1998. The calculations of the value realized and of the unexercised
in-the-money options are based on the midpoint of the proposed offering price
range, less the exercise price payable for such shares, multiplied by the number
of shares issuable upon exercise of the option.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
SHARES 1998 DECEMBER 31, 1998
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Patrick M.
Sullivan........... -- $ -- -- -- $ -- $ --
Gary R. Acord........ -- -- 30,833 92,500 300,930 902,800
R. Kevin Carson...... 145,000 1,428,250 36,250 142,083 357,063 1,353,519
Doug J. Nicholas..... -- -- 16,667 50,000 158,670 476,000
Sunil Padiyar........ 199,375 1,963,844 -- 123,959 -- 1,174,997
</TABLE>

OPTION GRANTS DURING 1998

The following table sets forth certain information with respect to stock
options granted to each of the Named Executive Officers during 1998, including
the potential realizable value over the 10 year term of the options based on
assumed rates of stock appreciation of 5% and 10%, compounded annually. These
assumed rates of appreciation comply with the rules of the SEC and do not
represent our estimate of future stock price. Actual gains, if any, on stock
option exercises will be dependent on the future performance of our common
stock. In 1998, we granted options to acquire up to an aggregate of 911,171
shares to employees, all under our 1996 Equity Incentive Plan and all at an
exercise price equal to not less than the fair market value of our common stock
on the date of grant as

48
<PAGE> 54

determined in good faith by the board of directors. Optionees may pay the
exercise price by cash, check, promissory note, delivery of already-owned shares
of SalesLogix common stock or, upon approval by our board of directors, pursuant
to a cashless exercise procedure. Options granted in 1998 vest over four years
with 25% of the shares subject to option vesting on the first anniversary of the
grant date and the remaining option shares vesting ratably quarterly thereafter.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERMS
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION --------------------
NAME GRANTED 1998 SHARE DATE 5% 10%
---- ---------- ------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Patrick M. Sullivan.......... -- --% $ -- -- $ -- $ --
Gary R. Acord................ -- -- -- -- -- --
R. Kevin Carson.............. 33,334 3.4 1.53 12/10/2008 32,074 81,282
Doug J. Nicholas............. -- -- -- -- -- --
Sunil Padiyar................ 33,334 3.4 1.53 12/10/2008 32,074 81,282
</TABLE>

INCENTIVE STOCK PLANS

1996 Equity Incentive Plan. Our 1996 Plan was adopted by our board in
January 1996 and subsequently approved by our stockholders. The purpose of our
1996 Plan is to enhance long-term stockholder value by offering opportunities to
employees, directors, officers, consultants, advisors and independent
contractors of SalesLogix and its subsidiaries to participate in SalesLogix'
growth and success and to encourage them to remain in the service of SalesLogix
and its subsidiaries and to own SalesLogix stock. Our 1996 Plan provides for
awards of stock options, stock appreciation rights, performance units,
restricted stock and other stock reference awards. A total of 3,366,667 shares
are reserved for issuance under the 1996 Plan. Subject to stockholder approval,
our board recently authorized an increase in the total number of shares issuable
under the 1996 Plan to 4,500,000 shares plus an automatic annual increase, to be
added on the first day of each fiscal year beginning in 2000, equal to the
lesser of (a) 1,500,000 shares, (b) 5% of the average common shares outstanding
used to calculate fully diluted earnings per share as reported in SalesLogix'
Annual Report for the preceding year, or (c) a lesser amount determined by our
board of directors. As of March 31, 1999, options to purchase 1,493,870 shares
of common stock were outstanding under our 1996 Plan with exercise prices
ranging from $0.15 to $9.00 per share, options to purchase 1,751,995 shares were
available for grant and options to purchase 1,254,135 shares had been exercised.

The board of directors, or at its request, the compensation committee,
serves as the plan administrator of our 1996 Plan. The plan administrator has
the authority to select individuals to receive awards under the plan, to specify
the terms and conditions of each award granted and to modify (with optionholder
consent) the terms, conditions and exercise prices of outstanding options. The
1996 Plan does not limit our right to adopt other incentive compensation
arrangements, including, without limitation, the granting of stock options or
other rights otherwise than under the 1996 Plan.

In the event of a merger, consolidation or other reorganization, the board
may provide, without limitation, (a) for the continuation of outstanding options
by the company (if the company is a surviving corporation), (b) for their
assumption by the surviving corporation or its parent or subsidiary, (c) for the
substitution by the surviving corporation or its parent or subsidiary of its own
awards for such options, (d) for accelerated vesting, accelerated expiration
and/or lapse of restrictions, or (e) for settlement in cash or cash equivalents.
If the board does not provide for one of the alternatives in (a), (b), (c), (d)
or (e) above, then all outstanding options become fully exercisable upon the
effectiveness of such transaction.

1999 Employee Stock Purchase Plan. Our board of directors adopted our
Purchase Plan in March 1999, subject to stockholder approval. If our Purchase
Plan is approved by our stockholders, we will
49
<PAGE> 55

implement it upon the consummation of this offering. We intend for this plan to
qualify under Section 423 of the Internal Revenue Code. The Purchase Plan
permits eligible employees of SalesLogix and its subsidiaries to purchase common
stock through payroll deductions of up to 15% of their compensation. Under this
plan, no employee may purchase common stock worth more than $25,000 in any
calendar year, valued as of the first day of each offering period. In addition,
owners of 5% or more of SalesLogix' or a subsidiary's common stock may not
participate in the Purchase Plan. We authorized the issuance under the Purchase
Plan of a total of 300,000 shares of common stock, plus an automatic annual
increase, to be added on the first day of each fiscal year beginning in 2000,
equal to the lesser of (a) 300,000 shares, (b) 1% of the adjusted average common
shares outstanding used to calculate fully diluted earnings per share as
reported in SalesLogix' annual report for the preceding year, or (c) a lesser
amount determined by our board of directors. Any shares from increases in
previous years that are not actually issued shall be added to the aggregate
number of shares available for issuance under the Purchase Plan.

We will implement our Purchase Plan with 24-month offering periods and
six-month purchase periods. The first offering period will commence on the
consummation of this offering and end on June 30, 2001. Subsequent overlapping
offering periods will begin on each January 1 and July 1 thereafter. The first
purchase period will commence on the consummation of this offering and end on
December 31, 1999. Subsequent purchase periods will begin on each January 1 and
July 1 thereafter. The price of the common stock purchased under the Purchase
Plan will be the lesser of 85% of the fair market value on the first day of an
offering period and 85% of the fair market value on the last day of a purchase
period, except that the purchase price for the first purchase period will be
equal to the lesser of 85% of the initial public offering price of the common
stock and 85% of the fair market value on December 31, 1999. The Purchase Plan
includes a reset provision pursuant to which a participating employee is
automatically withdrawn from his current 24 month offering period and reenrolled
in the subsequent offering period in the event that our stock price declines
during any six-month purchase period. Our board of directors has discretion to
modify certain provisions of the Purchase Plan, including the shortening of
offering periods, if it determines that its operation may result in unfavorable
accounting consequences. The Purchase Plan terminates ten years after the date
of adoption by our board of directors, but the board may terminate it at any
earlier time. We have not yet issued any shares of common stock under this plan.

In the event of a merger, consolidation or acquisition by another
corporation of all or substantially all of our assets, each outstanding option
to purchase shares under our Purchase Plan shall be assumed or an equivalent
option substituted by the successor corporation. If the successor corporation
refuses to assume or substitute for the option, the offering period during which
a participant may purchase stock will be shortened to a specified date before
the proposed merger or sale. Similarly, in the event of a proposed liquidation
or dissolution of SalesLogix, the offering period during which a participant may
purchase stock will be shortened to a specified date before the date of the
proposed liquidation or dissolution.

1998 Business Partner Stock Option Plan. Our board of directors and
stockholders adopted our Business Partner Option Plan in March 1998 and reserved
an aggregate of 150,000 shares of common stock for grants of stock options under
the plan. The Business Partner Option Plan provides for the grant of
non-qualified options to purchase common stock to consultants and advisors of
SalesLogix or its subsidiaries, including independent marketers and resellers of
SalesLogix' products. As of March 31, 1999, options to purchase 83,003 shares of
common stock were outstanding under this plan, 58,500 at an exercise price of
$0.60 per share and 24,503 at an exercise price of $9.00 per share, 500 options
have been exercised and options to purchase up to 66,497 shares remain available
for grant.

Our Business Partner Option Plan is administered by our board of directors.
Our board of directors has the authority to select individuals who are to
receive options under this plan and to specify the terms and conditions of each
option so granted. Options granted under the Business Partner Option Plan must
be exercised within 30 days after SalesLogix contractual relationship with the
Business Partner is terminated due to any reason other than for cause and are
not exercisable after termination if such termination is for cause.
50
<PAGE> 56

In the event of a merger, consolidation or other reorganization, the board
may provide, without limitation, (a) for the continuation of outstanding options
by the company (if the company is a surviving corporation), (b) for their
assumption by the surviving corporation or its parent or subsidiary, (c) for the
substitution by the surviving corporation or its parent or subsidiary of its own
awards for such options, (d) for accelerated vesting, accelerated expiration
and/or lapse of restriction, or (e) for settlement in cash or cash equivalents.
If the board does not provide for one of the alternatives in (a), (b), (c), (d)
or (e) above, then all outstanding options become fully exercisable upon the
effectiveness of such transaction.

1999 Non-Employee Director Stock Option Plan. Our board of directors
adopted our Director Plan in March 1999, subject to stockholder approval. If our
Director Plan is approved by our stockholders, we will implement it upon
consummation of this offering. Immediately following consummation of this
offering, we intend to grant options to purchase 12,500 shares of common stock
to each of our non-employee directors under the Director Plan. Following the
completion of this offering and as long as the Director Plan remains in effect,
each non-employee director who remains a director immediately after each annual
meeting of our stockholders shall receive a non-discretionary option grant to
purchase 12,500 shares of our common stock. All non-employee director options
vest in sixteen equal quarterly installments following the date of grant and
have an exercise price equal to the fair market value of our common stock on the
date of grant. Vesting is automatically waived prior to a change in control of
SalesLogix. We reserved for issuance under the Director Plan a total of 200,000
shares of common stock, plus an automatic annual increase, to be added at the
conclusion of each annual meeting of our stockholders following the consummation
of this offering, equal to (a) the aggregate number of shares determined by
multiplying the total number of non-employee directors then in office by 12,500
or (b) a lesser amount determined by our board of directors. Any shares from
increases in previous years that are not actually issued shall be added to the
aggregate number of shares available for issuance under this plan. The plan does
not limit our right to adopt other incentive compensation arrangements,
including, without limitation, the granting of stock options or other rights
otherwise than under the Director Plan.

401(k) Plan. We maintain a 401(k) Plan that covers all our employees who
satisfy certain eligibility requirements relating to minimum age, length of
service and hours worked. We may make an annual contribution for the benefit of
eligible employees in an amount determined by our board of directors. We have
not made any such contribution to date and have no current plans to do so.
Eligible employees may make pretax elective contributions of up to 15% of their
eligible compensation, subject to maximum limits on contributions prescribed by
law.

EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS

We generally require each employee to enter into a proprietary rights
agreement prohibiting the employee from disclosing or using any of our
confidential or proprietary information without our permission. In addition, the
agreements generally provide that the employee agrees to assign to SalesLogix
all inventions developed during the course of employment and not to work for a
competitor during his or her employment with SalesLogix. At the time of
commencement of employment, our key employees also generally sign offer letters
specifying certain basic terms and conditions of employment. Most of our
employees are not subject to written employment agreements. However, we have
employment agreements with Messrs. Sullivan and Nicholas that include a
non-compete provision and provide certain severance benefits and offer letters
with Messrs. Acord, Bethke and Myers that provide for six months' severance on
termination without cause.

Mr. Sullivan's agreement is dated January 17, 1996 and provides that if he
is terminated without cause or resigns for good reason, as defined in the
agreement, Mr. Sullivan is entitled to receive a payment equal to six months'
base salary. The agreement also includes Mr. Sullivan's covenants not to compete
or solicit customers for a period of two years following termination of
employment and his covenant not to solicit employees for a three year period
following such termination.

51
<PAGE> 57

Mr. Nicholas' agreement, which was entered into in connection with our
acquisition of Opis in December 1997, provides certain benefits in the event of
termination within the four year period after the date of the agreement. If Mr.
Nicholas is terminated for performance reasons, we must pay him three months'
salary and benefits as severance and if he is terminated without cause, we must
pay him six months salary and benefits. The agreement also includes Mr.
Nicholas's covenants not to compete or solicit customers for a period of one
year following termination of his employment and his covenant not to solicit
employees or contractors for a three year period following such termination.

Our option award agreements provide for the waiver of vesting periods upon
a change in control of SalesLogix.

LIMITATIONS ON DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION

Our certificate of incorporation includes a provision that limits the
liability of directors to the fullest extent permitted by the Delaware general
corporate law as it currently exists or as it may be amended in the future.
Consequently, subject to the Delaware general corporate law, no director shall
be personally liable to SalesLogix or its stockholders for monetary damages
resulting from his or her conduct as a director of SalesLogix, except liability
for:

- breach of the director's duty of loyalty to SalesLogix or its
stockholders,

- acts or omissions not in good faith or involving intentional misconduct
or knowing violations of law,

- unlawful distributions, or

- transactions from which the director derived any improper personal
benefit.

Our certificate of incorporation provides that we will indemnify directors,
officers and their legal representatives to the fullest extent permitted by the
Delaware general corporate law. The Delaware general corporate law contains an
extensive indemnification provision which permits a corporation to 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 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 the request of the corporation as a director, officer, employee or
agent of 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. In suits by or in the
right of a corporation, only expenses and not judgments, fines and amounts paid
in settlement may be indemnified against. In addition, if the director or
officer has been adjudged to be liable to the corporation in such a suit,
indemnification of expenses must be approved by a court. To the extent that a
director or officer is ultimately successful in defending against the foregoing
actions, the Delaware general corporate law provides that such persons shall be
indemnified against expenses. To the extent the provisions of our certificate of
incorporation provide for indemnification of directors for liabilities arising
under the Securities Act of 1933, those provisions are, in the opinion of the
Commission, against public policy as expressed in the Securities Act and they
are therefore unenforceable.

We maintain a liability insurance policy, pursuant to which our directors
and officers are indemnified against liability they may incur for serving in
their capacities as directors and officers of SalesLogix.

We believe that the limitation of liability and indemnification provisions
under the Delaware general corporate law and the liability insurance policy
facilitate our ability to continue to attract and retain qualified individuals
to serve as directors and officers of SalesLogix.

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<PAGE> 58

CERTAIN TRANSACTIONS

Patrick M. Sullivan may be considered the "promoter" of SalesLogix within
the meaning of the rules and regulations promulgated under the Securities Act of
1933, as amended. In September 1995, we sold and issued 1,667 shares of common
stock to Mr. Sullivan for an aggregate purchase price of $3,000. In January
1996, Mr. Sullivan's shares were split into 2,280,000 shares of Class A common
stock. Also in January 1996, we acquired certain intellectual property rights
through a statutory merger with Kennedy Systems, Inc., an Illinois corporation.
In connection with this transaction, we issued 1,813,333 shares of Class B
Common Stock and 700,000 shares of Series B preferred stock to W. Daniel Kennedy
and certain trusts controlled by Mr. Kennedy or his family, the stockholders of
Kennedy Systems.

In connection with our merger with Kennedy Systems, Messrs. Sullivan and
Kennedy (and certain trusts controlled by Mr. Kennedy or his family) agreed to
deposit all of their shares into a voting trust, pursuant to a Voting Trust
Agreement designating Mr. Sullivan as Trustee with the power to vote the shares
in a certain manner under certain conditions. The Voting Trust Agreement was
agreed to by SalesLogix and the investors participating in our venture offering
of Series A preferred stock in January 1996. The parties to the Voting Trust
Agreement also entered into two other agreements, a Stockholders' Agreement that
provided SalesLogix and the investors with repurchase rights and rights of first
refusal and co-sale with respect to shares controlled by Messrs. Sullivan and
Kennedy and a Voting Agreement, which generally required Mr. Kennedy and Mr.
Sullivan to vote shares each controlled in accordance with the majority of
SalesLogix voting stock not including his shares. Investors in subsequent
venture financing transactions were granted rights under the Stockholders'
Agreement on par with the Series A preferred stock investors by executing a
Series A, C & E Sharing Agreement. Those investors also entered into a Series A,
C & E Voting Agreement, pursuant to which the investors were given approval
rights over the two at-large directorships elected pursuant to the Voting
Agreement and certificate of incorporation and agreed, with certain class
exceptions, to vote their shares in a manner consistent with the majority of
shares held by all venture investors. Each of the Voting Trust Agreement,
Stockholders' Agreement, Voting Agreement, Series A, C & E Sharing Agreement and
Series A, C & E Voting Agreement will terminate upon the consummation of this
offering.

In March 1996, Messrs. Sullivan and Kennedy each contributed 90,000 shares
of common stock back to SalesLogix in order to make additional shares available
under our 1996 Equity Incentive Plan. In July 1998, pursuant to the termination
of Mr. Kennedy's employment with SalesLogix and subsequent release of all claims
among SalesLogix and Messrs. Sullivan and Kennedy (and certain trusts controlled
by Mr. Kennedy or his family), we repurchased from Mr. Kennedy and those trusts
all but 72,827 shares of Class B common stock and 666,760 shares of Series B
preferred stock held by them.

In May 1996, we purchased certain sales forecasting software from R. Kevin
Carson, Laura P. Carson and Sales Automation, Inc., an entity controlled by Mr.
and Mrs. Carson, in exchange for 33,333 shares of our Class A common stock.
These shares were sold by the Carsons in the December 1998 transaction described
below.

In December 1997, in connection with our acquisition of Opis Corporation,
we issued to the former stockholders of Opis an aggregate of 1,228,654 shares of
Series D preferred stock at a purchase price of $3.21 per share and options to
purchase an aggregate of 96,836 shares of Series D preferred stock at an
exercise price of $.8515 per share. Doug Nicholas, our Vice President of
Business Development, received 528,463 shares of Series D preferred stock in the
transaction.

In December 1998, Sierra Ventures VI, L.P., SV Associates, L.P. and Canaan
Equity, L.P., Deepak Kamra, Eric Young and Gregory Kopchinski purchased an
aggregate of 474,667 shares of Class A common stock, 208,000 shares of Series B
preferred stock and 63,463 shares of Series D preferred stock from various
stockholders at a purchase price of $3.00 per share. These entities purchased
253,333 shares of Class A common stock from Patrick M. Sullivan and 208,000
shares of Series B preferred stock
53
<PAGE> 59

from W. Daniel Kennedy and (various trusts controlled by Mr. Kennedy or his
family). We facilitated these transactions by agreeing to release the
transferred shares from various restrictions on transfer. As part of this
transaction, Sierra Ventures VI, L.P. and SV Associates VI, L.P. were granted
options to purchase 53,333 shares, 40,000 shares and 33,333 shares of Class A
Common Stock from Messrs. Padiyar, Head and Carson, executive officers of
SalesLogix, respectively. The option to purchase 53,333 shares from Mr. Padiyar
was exercised on March 9, 1999. The remaining options must be exercised, if at
all, on April 15, 1999, or within 15 days thereafter.

In January and October 1996, we sold 4,500,000 shares and 85,000 shares,
respectively, of our Series A preferred stock at a price of $1.00 per share. In
March 1997, we sold 4,031,057 shares of our Series C preferred stock at a price
of $1.61 per share. In June and December 1998, we sold 3,940,887 shares and
615,764 shares, respectively of our Series E preferred stock at a price of $4.06
per share. Upon the consummation of this offering, all outstanding shares of
preferred stock will automatically convert into shares of common stock on a
two-for-three basis. The following directors, executive officers and holders of
more than 5% of a class of voting securities have purchased shares of Series A
preferred stock, Series C preferred stock and Series E preferred stock:

<TABLE>
<CAPTION>
SERIES A SERIES C SERIES E
--------- --------- ---------
<S> <C> <C> <C>
NAMED EXECUTIVE OFFICERS AND DIRECTORS
Anthony Morris.......................................... 25,000 15,528 6,431
Deepak Kamra............................................ 25,000 6,211 5,020
FIVE PERCENT STOCKHOLDERS
Innocal, L.P............................................ 2,000,000 621,118 110,837
Canaan Partners affiliated persons...................... 1,500,000 621,118 646,917
Newtek Ventures II, L.P................................. 1,000,000 186,335 73,892
Sigma Partners III, L.P. and affiliated persons......... -- 1,086,957 295,567
Brinson Partners, Inc. affiliated persons............... -- 1,381,988 110,837
Sierra Ventures VI, L.P. and affiliated persons......... -- -- 2,535,068
</TABLE>

See the notes to the table of beneficial ownership in "Principal
Stockholders" for information relating to the beneficial ownership of such
shares.

In connection with the foregoing venture financing transactions, we entered
into an investors' rights agreement with the investors. The Amended and Restated
Investors' Rights Agreement dated June 4, 1998 grants to such investors certain
registration rights discussed below in "Description of Capital Stock," rights to
receive certain financial information and rights to purchase a pro rata share of
new issuances of capital stock. The rights to purchase a pro rata share of new
issuances will terminate upon consummation of this offering. Under the Amended
and Restated Investors' Rights Agreement, Sierra Ventures VI, L.P. and The
Goldman Sachs Group, L.P. and certain of its affiliates were granted certain
board observation rights. Pursuant to management rights agreements, Brinson,
Sigma and Sierra were granted certain additional board observation rights and
rights to consult with management and examine our books and records. These
management rights agreements will terminate upon consummation of this offering.
Prior to consummation of this offering, we will enter into a new management
rights agreement with Newtek Ventures II, L.P. and Brinson Partners, Inc. to
provide these investors with the same board observation rights granted to Sierra
and Goldman Sachs under the Amended and Restated Investors' Rights Agreement.

Concurrent with this public offering, The Goldman Sachs Group, L.P. and its
affiliates, all of which are existing stockholders, have agreed to purchase an
aggregate of $3.5 million of our common stock in a private placement at a price
per share equal to the initial public offering price, less 3.5%. The sale of
such shares to Goldman Sachs will not be registered in this offering.

In exchange for consulting and advisory services, SalesLogix pays $2,000
per month to Morris Ventures, an investor in SalesLogix of which Anthony Morris,
one of our directors, is a principal.

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<PAGE> 60

PRINCIPAL STOCKHOLDERS

The following table summarizes information regarding the beneficial
ownership of our outstanding common stock as of March 31, 1999 by (1) each
person or group that we know owns more than 5% of the common stock, (2) each of
our directors, (3) each of the Named Executive Officers and (4) all of our
directors and executive officers as a group. Unless otherwise indicated, the
following officers, directors and stockholders can be reached at the principal
offices of the Company. Unless otherwise indicated, the number of shares
beneficially owned assumes the conversion of all outstanding shares of preferred
stock at the closing of this offering.

<TABLE>
<CAPTION>
PERCENTAGE OF CLASS
BENEFICIALLY OWNED(1)
NUMBER OF SHARES ----------------------
BENEFICIALLY OWNED BEFORE THE AFTER THE
PRIOR TO OFFERING OFFERING OFFERING
------------------ ---------- ---------
<S> <C> <C> <C>
FIVE PERCENT STOCKHOLDERS
Sierra Ventures VI, L.P.(2)................... 2,407,385 17.6% 13.4%
Canaan Partners affiliated persons(3)......... 1,937,898 14.3% 10.8%
Innocal, L.P.(4).............................. 1,821,305 13.4% 10.2%
Brinson Partners, Inc. affiliated
persons(5)................................. 995,218 7.3% 5.6%
Sigma Partners III, L.P.(6)................... 921,684 6.8% 5.2%
Newtek Ventures II, L.P.(7)................... 840,153 6.2% 4.7%
DIRECTORS AND EXECUTIVE OFFICERS
Deepak Kamra(8)............................... 1,937,898 14.3% 10.8%
Patrick M. Sullivan(9)........................ 1,936,667 14.2% 10.8%
Harry D. Lambert(10).......................... 1,821,305 13.4% 10.2%
Craig A. Conway(11)........................... 53,500 * *
Doug J. Nicholas(12).......................... 365,350 2.7% 2.0%
Sunil Padiyar(13)............................. 182,292 1.3% 1.0%
R. Kevin Carson(14)........................... 221,249 1.6% 1.2%
Anthony P. Morris(15)......................... 65,055 * *
Gary R. Acord(16)............................. 46,250 * *
All directors and executive officers as a
group (12 persons)(17)..................... 6,625,150 48.3% 36.8%
</TABLE>

- ------------------------------
* Less than 1%.

(1) Applicable percentage ownership is based on 13,594,564 shares of common
stock outstanding as of March 31, 1999 and 17,891,682 shares outstanding
immediately following the completion of this offering. Beneficial ownership
is determined in accordance with rules of the Commission and includes
shares over which the indicated beneficial owner exercises voting and/or
investment power. Shares of common stock subject to options currently
exercisable or exercisable within 60 days are deemed outstanding for
computing the percentage ownership of the person holding the options but
are not deemed outstanding for computing the percentage ownership of any
other person. Except as otherwise indicated, we believe the beneficial
owners of the common stock listed below, based on information furnished by
them, have sole voting and investment power with respect to the number of
shares listed opposite their names.

(2) Includes shares held by affiliates: SV Associates VI, L.P. (175,856
shares); G&H Partners (8,210 shares); and Robert Simon (1,642 shares). Also
includes 67,775 shares subject to an option exercisable within 60 days of
March 31, 1999 and 5,558 shares subject to an option exercisable within 60
days of March 31, 1999 held by SV Associates VI, L.P. The address of Sierra
Ventures VI, L.P. is 3000 Sand Hill Road; Building 4, Suite 210; Menlo
Park, CA 94025.

(3) Includes shares held by the following affiliated persons: Canaan Ventures
II Offshore Limited Partnership (865,416 shares); Canaan Ventures II
Limited Partnership (548,663 shares); Canaan Equity, L.P. (486,504 shares);
Deepak Kamra, a SalesLogix director and principal of Canaan (27,405
shares); Eric Young (4,955 shares); and Gregory Kopchinski (4,955 shares).
The address of Canaan Ventures Offshore Limited Partnership, C.V. is 2884
Sand Hill Road, Suite 115; Menlo Park, CA 94025.

(4) Harry Lambert, a SalesLogix director, is a principal of Innocal. The
address of Innocal, L.P. is 600 Anton Blvd., Suite 1270; Costa Mesa, CA
92626.

55
<PAGE> 61

(5) Includes shares held by Brinson Partners, Inc. entities, including the
Brinson Venture Capital LP Fund III, (855,668 shares) and the Brinson Trust
Company as Trustee of the Brinson MAP Venture Capital Fund III (139,550
shares). The address of Brinson Partners, Inc. is 209 S. LaSalle Street,
Chicago, IL 60604.

(6) Includes shares held by affiliates: Sigma Associates III, L.P. (178,898
shares); and Sigma Investors III, L.P. (19,909 shares). The address of
Sigma Partners III, L.P. is 2884 Sand Hill Rd., Suite 121; Menlo Park, CA
94025.

(7) The address of Newtek Ventures II, L.P. is 500 Washington Street, Suite
720; San Francisco, CA 94111.

(8) Includes 1,910,488 shares held by Canaan and its affiliates. See Footnote
3. Mr. Kamra disclaims beneficial ownership of shares held by Canaan and
its affiliates.

(9) Includes 426,067 shares held by The Sullifam Limited Partnership, 319,550
shares held by The Cyndee K. Sullivan Fifteen Year Grantor Retained Annuity
Trust, dated December 18, 1998, 319,550 shares held by The CyndeewK.
Sullivan Ten Year Grantor Retained Annuity Trust, 319,550 shares held by
The Patrick M. Sullivan Fifteen Year Grantor Retained Annuity Trust, dated
December 18, 1998, 319,550 shares held by the Patrick M. Sullivan Ten Year
Grantor Retained Annuity Trust, dated December 18, 1998 and 232,400 shares
held by The PCS Trust, dated September 10, 1998, trusts for the benefit of
Mr. Sullivan's children, for which Mr. Sullivan has sole voting power, all
of which shares are held in the name of the Trustee of The Quest Sales
Software, Inc. Voting Trust, for which Patrick Sullivan is Voting Trustee.
The Voting Trust will terminate upon the closing of this offering.

(10) Represents 1,821,305 shares held by Innocal. See Footnote 6. Mr. Lambert
disclaims beneficial ownership of such shares.

(11) Includes 53,500 shares subject to an option exercisable within 60 days of
March 31, 1999

(12) Includes 28,185 shares held by Mr. Nicholas' spouse Susan Nicholas. Also
includes 20,832 shares subject to options exercisable within 60 days of
March 31, 1999.

(13) Includes 18,125 shares subject to an option exercisable within 60 days of
March 31, 1999.

(14) Includes 18,125 shares subject to an option exercisable within 60 days of
March 31, 1999 and 416 shares subject to an option held by Mr. Carson's
spouse Laura Carson exercisable within 60 days of March 31, 1999.

(15) Includes 5,626 shares subject to an option exercisable within 60 days of
March 31, 1999 and 27,019 shares held by Morris Ventures, an investor in
which Mr. Morris is a principal. Mr. Morris disclaims beneficial ownership
of shares held by Morris Ventures.

(16) Includes 7,708 shares subject to an option exercisable within 60 days of
March 31, 1999.

(17) Includes 70,832 shares subject to an option exercisable within 60 days of
March 31, 1999.

56
<PAGE> 62

DESCRIPTION OF CAPITAL STOCK

Following the closing of this offering, the authorized capital stock of
SalesLogix, after giving effect to the conversion of all outstanding preferred
stock and Class B common stock, will consist of 50,000,000 shares of common
stock, $0.001 par value per share and 20,000,000 shares of preferred stock,
$0.001 par value per share. As of March 31, 1999, there were approximately 101
stockholders of record. The following summary of certain provisions of the
common stock and preferred stock is not complete and may not contain all the
information you should consider before investing in the common stock. You should
read carefully our Restated Certificate, which is included as an exhibit to the
Registration Statement, of which this prospectus is a part.

COMMON STOCK

Following this offering and the concurrent $3.5 million private placement
with The Goldman Sachs Group, L.P. and its affiliates, there will be 17,891,682
shares of common stock outstanding (assuming no exercise of the underwriters'
over-allotment option and no exercise of outstanding options). The holders of
common stock are entitled to one vote per share on all matters to be voted on by
the stockholders. Subject to preferences of any outstanding shares of preferred
stock, the holders of common stock are entitled to receive ratably any dividends
our board of directors declares out of funds legally available for the payment
of dividends. If SalesLogix is liquidated, dissolved or wound up, the holders of
common stock are entitled to share pro rata all assets remaining after payment
of liabilities and liquidation preferences of any outstanding shares of
preferred stock. Holders of common stock have no preemptive rights or rights to
convert their common stock into any other securities. There are no redemption or
sinking fund provisions applicable to the common stock. All outstanding shares
of common stock are fully paid and nonassessable and the shares of common stock
to be issued following this offering will be fully paid and nonassessable.

PREFERRED STOCK

Following the closing of this offering, our board of directors will have
the authority, without further action by the stockholders, to issue up to
20,000,000 shares of preferred stock in one or more series. The board also has
the right to fix the designations, powers, preferences, privileges and relative,
participating, optional or special rights and the qualifications, limitations or
restrictions of any preferred stock issues, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the common
stock. Our board of directors, without stockholder approval, can issue preferred
stock with voting, conversion or other rights that could adversely affect the
voting power and other rights of the holders of common stock. Preferred stock
could thus be issued quickly with terms that could delay or prevent a change in
control of SalesLogix or make removal of management more difficult.
Additionally, the issuance of preferred stock may decrease the market price of
the common stock and may adversely affect the voting and other rights of the
holders of common stock. We have no current plans to issue any preferred stock.

REGISTRATION RIGHTS

Following this offering and the concurrent $3.5 million private placement
with Goldman Sachs, the holders of 9,647,302 shares of common stock will be
entitled to certain demand registration rights under an Amended and Restated
Investors' Rights Agreement, pursuant to which they may require us to file a
registration statement under the Securities Act at our expense with respect to
their shares of common stock. Further, those holders may require us to file
additional registration statements on Form S-3 at our expense. In addition, if
we propose to register any of our securities under the Securities Act, either
for our own account or for the account of other security holders exercising
registration rights, those holders, plus the holders of an additional 776,794
shares of common stock and the holders of warrants to purchase 71,225 shares of
common stock, are entitled to notice of the registration and to include shares
of common stock in the registration at our expense. All of these

57
<PAGE> 63

registration rights are subject to certain conditions and limitations, among
them the right of the underwriters of an offering to limit the number of shares
included in such registration.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF RESTATED CERTIFICATE AND RESTATED BYLAWS

As noted above, our board of directors, without stockholder approval, has
the authority under our certificate of incorporation to issue preferred stock
with rights superior to the rights of the holders of common stock. As a result,
preferred stock could be issued quickly and easily, could adversely affect the
rights of holders of common stock and could be issued with terms calculated to
delay or prevent a change in control of SalesLogix or make removal of management
more difficult.

Effective with the first annual meeting of stockholders following this
offering, our certificate of incorporation provides for the division of our
board of directors into three classes, as nearly as equal in number as possible,
with the directors in each class serving for a three-year term and one class
being elected each year by our stockholders. Directors may be removed only for
cause. Because this system of electing and removing directors generally makes it
more difficult for stockholders to replace a majority of our board of directors,
it may tend to discourage a third party from making a tender offer, commencing a
proxy contest or otherwise attempting to gain control of SalesLogix and may help
maintain the incumbency of our board of directors.

EFFECT OF DELAWARE ANTITAKEOVER STATUTE

Our certificate of incorporation also requires that, effective upon the
closing of this offering, any action required or permitted to be taken by our
stockholders must be effected at a duly called annual or special meeting of the
stockholders and may not be effected by a consent in writing. In addition,
special meetings of our stockholders may be called only by our board of
directors, the chairman of the board or the chief executive officer or holders
of at least 25% of the voting power of the outstanding shares. These provisions
may have the effect of delaying, deferring or preventing a change in control of
SalesLogix.

In addition, our bylaws establish advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of our board of
directors or a committee thereof.

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. For purposes of Section
203, a "business combination" includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder and an
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years prior, did own) 15% or more of the
corporation's voting stock.

TRANSFER AGENT

The transfer agent and registrar for our common stock is Chase Mellon
Shareholder Services, L.L.C., 400 South Hope Street, 4th Floor, Los Angeles, CA
90071.

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<PAGE> 64

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market after
the offering could adversely affect the market price of our common stock and our
ability to raise equity capital in the future on terms favorable to us.

After the offering, 17,891,682 shares of our common stock will be
outstanding, assuming that the underwriters do not exercise the over-allotment
option. Of these shares, all of the 3,325,000 shares sold in this offering will
be freely tradable without restriction or further registration under the
Securities Act, unless these shares are purchased by "affiliates" as that term
is defined in Rule 144 under the Securities Act. The remaining shares of common
stock held by existing stockholders are "restricted securities" as that term is
defined in Rule 144 under the Securities Act. Restricted securities may be sold
in the public market only if registered or if they qualify for an exemption from
registration under Rules 144 or 701 under the Securities Act, which rules are
summarized below.

The following table indicates approximately when the 14,566,682 shares of
our common stock that are not being sold in this offering but which will be
outstanding when this offering is complete will be eligible for sale in the
public market:

<TABLE>
<CAPTION>
ELIGIBILITY OF RESTRICTED SHARES
FOR SALE IN THE PUBLIC MARKET
<S> <C>
At effective date...................................... 0
180 days after the effective date...................... 12,546,707
Thereafter upon expiration of one year holding
periods.............................................. 2,019,975
</TABLE>

Most of the restricted shares that will become available for sale in the
public market starting 180 days after the effective date will be subject to
volume and other resale restrictions under Rule 144 because the holders are our
affiliates.

RULE 144

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned shares of our
common stock for at least one year is entitled to sell, within any three-month
period, a number of shares that is not more than the greater of:

- 1% of the number of shares of common stock then outstanding, which will
equal approximately shares immediately after this
offering; or

- the average weekly trading volume of the common stock on the Nasdaq
National Market during the four calendar weeks before a notice of the
sale on Form 144 is filed.

Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about us.

RULE 144(K)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the 90 days before a sale and who has beneficially
owned the restricted shares for at least two years, is entitled to sell the
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

RULE 701

In general, under Rule 701 of the Securities Act as currently in effect,
any of our employees, consultants or advisors who purchase shares from us under
a stock option plan or other written agreement can resell those shares 90 days
after the effective date of this offering in reliance on

59
<PAGE> 65

Rule 144, but without complying with certain restrictions, including the holding
period, contained in Rule 144.

LOCK-UP AGREEMENTS

Except for holders of 6,496 shares of our common stock, all of our
executive officers, directors, stockholders and optionees who will hold an
aggregate of 14,560,186 shares of our common stock after this offering are
subject to certain lock-up agreements under which they have agreed not to
transfer or dispose of, directly or indirectly, any shares of common stock or
any securities convertible into or exercisable or exchangeable for shares of
common stock, for a period of 180 days after the date of this prospectus.
Transfers or dispositions can be made sooner with the prior written consent of
SalesLogix and Hambrecht & Quist.

STOCK OPTIONS

Immediately after this offering we intend to file a registration statement
under the Securities Act covering 5,150,000 shares of common stock reserved for
issuance under our stock option plans. Each year as the number of shares
reserved for issuance under our 1996 Equity Incentive Plan and 1999 Employee
Stock Purchase Plan increases, we will file an amendment to the registration
statement covering the additional shares. As of March 31, 1999, options to
purchase 1,576,873 shares of common stock were issued and outstanding. When the
lock-up agreements described above expire, 186,761 shares of common stock will
be subject to vested options (based on options outstanding as of March 31,
1999). This registration statement is expected to be filed and become effective
as soon as practicable after the effective date of this offering. Accordingly,
shares registered under that registration statement will, subject to vesting
provisions and Rule 144 volume limitations applicable to our affiliates, be
available for sale in the open market immediately after the 180 day lock-up
agreements expire.

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<PAGE> 66

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below, through their representatives, Hambrecht & Quist LLC,
BancBoston Robertson Stephens Inc. and U.S. Bancorp Piper Jaffray, have
severally agreed to purchase from us the following respective numbers of shares
of common stock:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- ---- ---------
<S> <C>
Hambrecht & Quist LLC.......................................
BancBoston Robertson Stephens Inc. .........................
U.S. Bancorp Piper Jaffray..................................

---------
Total.................................................. 3,325,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in our business and the receipt of certain
certificates, opinions and letters from us, our counsel and the independent
auditors. The nature of the underwriters' obligation is such that they are
committed to purchase all shares of common stock offered hereby if any shares
are purchased.

The following tables show the per share and total underwriting discounts
and commissions we will pay to the underwriters. These amounts are shown
assuming both no exercise and full exercise of the underwriters' over-allotment
option to purchase additional shares.

UNDERWRITING DISCOUNTS AND COMMISSIONS PAYABLE BY US

<TABLE>
<CAPTION>
WITH WITHOUT
OVER-ALLOTMENT EXERCISE OVER-ALLOTMENT EXERCISE
----------------------- -----------------------
<S> <C> <C>
Per Share......................... $ $
Total............................. $ $
</TABLE>

We estimate that the total expenses of this offering, excluding
underwriting discounts and commissions, will be approximately $750,000.

The underwriters propose to offer the shares of common stock directly to
the public at the initial public offering price set forth on the cover page of
this prospectus and to certain dealers at such price less a concession not in
excess of $ per share. The underwriters may allow and the dealers may
reallow a concession not in excess of $ per share to certain other
dealers. After the initial public offering of the shares, the offering price and
other selling terms may be changed by the underwriters. The representatives have
informed us that the underwriters do not intend to confirm discretionary sales
of more than 5% of the shares of common stock offered in this offering.

We have granted to the underwriters an option, exercisable no later than 30
days after the date of this prospectus, to purchase up to 498,750 additional
shares of common stock at the initial public offering price, less the
underwriting discount set forth on the cover page of this prospectus. To the
extent that the underwriters exercise this option, each of the underwriters will
have a firm commitment to purchase approximately the same percentage thereof
which the number of shares of common stock to be purchased by it shown in the
above table bears to the total number of shares of common stock offered hereby.
We will be obligated, pursuant to the option, to sell shares to the underwriters
to the extent the option is exercised. The underwriters may exercise this option
only to cover over-allotments made in connection with the sale of shares of
common stock offered hereby.

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<PAGE> 67

The offering of the shares is made for delivery when, as and if accepted by
the underwriters and subject to prior sale and withdrawal, cancellation or
modification of the offering without notice. The underwriters reserve the right
to reject an order for the purchase of shares in whole or in part.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act and to contribute to payments the
underwriters may be required to make in respect thereof.

Our stockholders, including executive officers and directors and optionees
who will own in the aggregate 14,560,186 shares of common stock after the
offering, have agreed not to, without the prior written consent of Hambrecht &
Quist LLC, offer, sell or otherwise dispose of any shares of common stock,
options or warrants to acquire shares of common stock or securities exchangeable
for or convertible into shares of common stock owned by them during the 180-day
period following the date of this prospectus. We have agreed that we will not,
without the prior written consent of Hambrecht & Quist LLC, offer, sell or
otherwise dispose of any shares of common stock, options or warrants to acquire
shares of common stock or securities exchangeable for or convertible into shares
of common stock during the 180-day period following the date of this prospectus,
except that we may issue shares upon the exercise of options granted prior to
the date hereof and may grant additional options under our stock option plans,
provided that, without the prior written consent of Hambrecht & Quist LLC, the
additional options shall not be exercisable during that period.

In connection with the concurrent $3.5 million private placement of shares
of common stock to The Goldman Sachs Group, L.P. and certain of its affiliates,
SalesLogix will pay to Hambrecht & Quist LLC, BancBoston Robertson Stephens Inc.
and U.S. Bancorp Piper Jaffray a placement fee equal to 3.5% of the gross
proceeds of the Goldman Sachs private placement.

Prior to this offering, there has been no public market for the common
stock. The initial public offering price for the common stock will be determined
by negotiation among us and the representatives of the underwriters. Among the
factors to be considered in determining the initial public offering price are
prevailing market and economic conditions, our revenues and earnings, market
valuations of other companies engaged in activities similar to ours, estimates
of our business potential and our prospects, the present state of our business
operations, our management and other factors deemed relevant.

Certain persons participating in this offering may over-allot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the common stock at levels above those which might otherwise prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids. A stabilizing bid means the placing of
any bid or effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of the common stock. A syndicate covering transaction
means the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position created in connection with
the offering. A penalty bid means an arrangement that permits the underwriters
to reclaim a selling concession from a syndicate member in connection with the
offering when shares of common stock sold by the syndicate member are purchased
in syndicate covering transactions. Such transactions may be effected on the
Nasdaq National Market, in the over-the-counter market, or otherwise. This
stabilizing, if commenced, may be discontinued at any time.

We intend to enter into an agreement with Hambrecht & Quist LLC, pursuant
to which Hambrecht & Quist LLC will provide investment banking services from
time to time.

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed
upon for us by Osborn Maledon, P.A., Phoenix, Arizona. Certain legal matters
will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California.

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<PAGE> 68

EXPERTS

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements and schedule of SalesLogix Corporation as of December 31,
1997 and 1998 and for each of the three years in the period ended December 31,
1998, as set forth in their report. We have included our financial statements
and schedule in this prospectus and elsewhere in the Registration Statement in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Opis Corporation as of October 31, 1997 and for the year then
ended and for the period from November 1, 1997 through December 30, 1997, as set
forth in their report. We have included these financial statements in this
prospectus and elsewhere in the Registration Statement in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Enact Incorporated as of December 31, 1997 and 1998 and for each
of the years then ended as set forth in their report. We have included these
financial statements in this prospectus and elsewhere in the Registration
Statement in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1. This prospectus, which forms a part of the Registration
Statement, does not contain all the information included in the Registration
Statement. Certain information is omitted and you should refer to the
Registration Statement and its exhibits. With respect to references made in this
prospectus to any contract or other document of SalesLogix, such references are
not necessarily complete and you should refer to the exhibits attached to the
Registration Statement for copies of the actual contract or document. You may
review a copy of the Registration Statement, including exhibits and schedule
filed therewith, at the Securities and Exchange Commission's public reference
facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Securities and Exchange Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You may also obtain copies of such materials from the Public Reference Section
of the Securities and Exchange Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Securities and
Exchange Commission maintains a Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants, such as SalesLogix, that file electronically with the Securities
and Exchange Commission.

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<PAGE> 69

SALESLOGIX CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS OF SALESLOGIX CORPORATION
AND SUBSIDIARIES

Report of Ernst & Young LLP, Independent Auditors......... F-2
Consolidated Balance Sheets as of December 31, 1997 and
1998 and March 31, 1999 (unaudited).................... F-3
Consolidated Statements of Operations for the years ended
December 31, 1996, 1997 and 1998, and the Three Months
Ended March 31, 1998 and 1999 (unaudited).............. F-4
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1996, 1997 and 1998, and the
Three Months Ended March 31, 1999 (unaudited).......... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1997 and 1998, and the Three Months
Ended March 31, 1998 and 1999 (unaudited).............. F-7
Notes to Consolidated Financial Statements................ F-8

FINANCIAL STATEMENTS OF OPIS CORPORATION

Report of Ernst & Young LLP, Independent Auditors......... F-23
Balance Sheet as of October 31, 1997...................... F-24
Statements of Operations for the fiscal year ended October
31, 1997 and the period from November 1, 1997 through
December 30, 1997...................................... F-25
Statement of Stockholders' Deficit for the fiscal year
ended October 31, 1997................................. F-26
Statements of Cash Flows for the fiscal year ended October
31, 1997 and the period from November 1, 1997 through
December 30, 1997...................................... F-27
Notes to Financial Statements............................. F-28

FINANCIAL STATEMENTS OF ENACT INCORPORATED

Report of Ernst & Young LLP, Independent Auditors......... F-32
Balance Sheets as of December 31, 1997 and 1998 and March
31, 1999 (unaudited)................................... F-33
Statements of Operations for the years ended December 31,
1997 and 1998, and the Three Months Ended March 31,
1998 and 1999 (unaudited).............................. F-34
Statements of Redeemable Convertible Common Stock and
Warrants and Stockholders' Deficit for the years ended
December 31, 1997 and 1998 and for the Three Months
Ended March 31, 1999
(unaudited)............................................ F-35
Statements of Cash Flows for the years ended December 31,
1997 and 1998, and the Three Months Ended March 31,
1998 and 1999 (unaudited).............................. F-36
Notes to Financial Statements............................. F-37

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Consolidated Balance
Sheet.................................................. F-44

Unaudited Pro Forma Condensed Consolidated Statement of
Operations............................................. F-45
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements................................... F-47
</TABLE>

F-1
<PAGE> 70

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
SalesLogix Corporation

We have audited the accompanying consolidated balance sheets of SalesLogix
Corporation and subsidiaries as of December 31, 1997 and 1998 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1998. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of SalesLogix
Corporation and subsidiaries at December 31, 1997 and 1998 and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles.

/s/ ERNST & YOUNG LLP

Phoenix, Arizona
January 29, 1999, except for Note 15 as
to which the date is March 24, 1999

F-2
<PAGE> 71

SALESLOGIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
PRO FORMA
STOCKHOLDERS'
DECEMBER 31, EQUITY
-------------------------- MARCH 31, MARCH 31,
1997 1998 1999 1999
----------- ------------ ------------ -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 3,189,473 $ 11,377,236 $ 9,354,021
Accounts receivable, net of allowance for
doubtful accounts of $180,812, $455,396 and
$639,866 (unaudited) at December 31, 1997,
1998 and at March 31, 1999, respectively...... 2,153,505 4,569,719 6,107,496
Prepaid expenses and other current assets....... 572,696 922,380 1,705,986
----------- ------------ ------------
Total current assets..................... 5,915,674 16,869,335 17,167,503
Property and equipment, net....................... 1,126,731 2,544,086 2,811,732
Other assets...................................... 5,905,926 4,560,737 4,281,691
----------- ------------ ------------
$12,948,331 $ 23,974,158 $ 24,260,926
=========== ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................ $ 1,044,523 $ 1,244,227 $ 1,780,952
Accrued expenses................................ 1,307,866 1,773,939 1,919,286
Current portion of notes payable to bank........ 691,304 691,304 691,304
Current portion of capital lease obligations.... 360,727 558,082 538,484
Deferred revenues............................... 861,142 1,759,056 2,501,966
----------- ------------ ------------
Total current liabilities................ 4,265,562 6,026,608 7,431,992
Notes payable to bank, less current portion....... 1,108,696 782,609 684,782
Capital lease obligations, less current portion... 499,215 458,463 358,947
Deferred rental obligation........................ -- 106,390 106,239
Stockholders' equity:
Series A Convertible Preferred Stock............ 4,585,000 4,585,000 4,585,000 $ --
Series B Convertible Preferred Stock............ 70,000 66,676 66,676 --
Series C Convertible Preferred Stock............ 6,447,860 6,447,860 6,447,860 --
Series D Convertible Preferred Stock............ 3,943,980 3,943,980 3,943,980 --
Series E Convertible Preferred Stock............ -- 18,438,699 18,438,699 --
Class A Common Stock, par value $0.001 per
share; 17,900,000 shares authorized, 2,239,395
shares issued and outstanding at December 31,
1997; 3,228,325 shares issued and 3,226,658
shares outstanding at December 31, 1998;
3,477,968 shares issued and 3,476,301 shares
outstanding at March 31, 1999 (unaudited);
50,000,000 shares authorized, 13,596,231
shares issued, 13,594,564 shares outstanding
pro forma (unaudited)......................... 2,239 3,228 3,478 13,596
Class B Common Stock, par value $0.001 per
share; 2,280,000 shares authorized, 1,723,333
shares issued and outstanding at December 31,
1997; 72,827 shares issued and outstanding at
December 31, 1998 and March 31, 1999
(unaudited); no shares issued or outstanding
pro forma (unaudited)......................... 1,723 73 73 --
Additional paid-in capital...................... 512,912 1,738,343 1,780,914 35,253,084
Accumulated deficit............................. (8,488,856) (17,329,794) (18,376,368) (18,376,368)
Less unearned compensation...................... -- (1,292,777) (1,210,146) (1,210,146)
Less shares of common stock held in treasury;
1,667 shares at cost.......................... -- (1,200) (1,200) (1,200)
----------- ------------ ------------ ------------
Total stockholders' equity........................ 7,074,858 16,600,088 15,678,966 $ 15,678,966
----------- ------------ ------------ ============
Total liabilities and stockholders' equity........ $12,948,331 $ 23,974,158 $ 24,260,926
=========== ============ ============
</TABLE>

See accompanying notes.
F-3
<PAGE> 72

SALESLOGIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------ --------------------------
1996 1997 1998 1998 1999
----------- ----------- ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Licenses............. $ -- $ 3,504,419 $ 10,105,401 $ 2,088,162 $ 4,224,971
Services............. -- 1,274,391 5,537,210 1,073,949 2,076,787
----------- ----------- ------------ ----------- -----------
Total revenues.... -- 4,778,810 15,642,611 3,162,111 6,301,758
Costs of revenues:
Licenses............. -- 117,808 604,039 90,519 332,311
Services............. -- 1,733,018 4,299,004 886,343 1,350,528
----------- ----------- ------------ ----------- -----------
Total costs of
revenues........ -- 1,850,826 4,903,043 976,862 1,682,839
----------- ----------- ------------ ----------- -----------
Gross profit........... -- 2,927,984 10,739,568 2,185,249 4,618,919
Operating expenses:
Sales and
marketing......... 1,009,143 4,952,983 10,029,741 1,763,324 3,561,070
Research and
development....... 1,290,512 1,865,000 3,845,179 670,584 1,285,747
General and
administrative.... 901,775 1,056,420 2,150,928 386,614 587,253
Amortization of
acquisition
related intangible
assets............ 342,000 360,000 1,436,185 359,046 279,046
----------- ----------- ------------ ----------- -----------
Total operating
expenses........ 3,543,430 8,234,403 17,462,033 3,179,568 5,713,116
----------- ----------- ------------ ----------- -----------
Loss from operations... (3,543,430) (5,306,419) (6,722,465) (994,319) (1,094,197)
Other income (expense):
Interest income...... 151,882 189,343 362,507 22,076 107,084
Interest expense..... (11,451) (86,452) (254,897) (66,071) (59,495)
Other income, net.... 54,125 63,546 23,017 2,300 34
----------- ----------- ------------ ----------- -----------
Loss before provision
for income taxes..... (3,348,874) (5,139,982) (6,591,838) (1,036,014) (1,046,574)
Provision for income
taxes................ -- -- -- -- --
----------- ----------- ------------ ----------- -----------
Net loss............... $(3,348,874) $(5,139,982) $ (6,591,838) $(1,036,014) $(1,046,574)
=========== =========== ============ =========== ===========
Historic basic and
diluted net loss per
share................ $ (0.87) $ (1.30) $ (1.75) $ (0.25) $ (0.30)
=========== =========== ============ =========== ===========
Pro forma basic and
diluted net loss per
share................ $ (0.54) $ (0.08)
============ ===========
Weighted average shares
used in calculating
historic basic and
diluted net loss per
share................ 3,871,507 3,950,913 3,770,703 4,095,945 3,442,778
=========== =========== ============ =========== ===========
Weighted average shares
used in calculating
pro forma basic and
diluted net loss per
share................ 12,310,517 13,488,214
============ ===========
</TABLE>

See accompanying notes.
F-4
<PAGE> 73

SALESLOGIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
SERIES A CONVERTIBLE SERIES B CONVERTIBLE SERIES C CONVERTIBLE SERIES D CONVERTIBLE
PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK
---------------------- --------------------- ---------------------- ----------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
--------- ---------- --------- --------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996..... -- $ -- -- $ -- -- $ -- -- $ --
Series B Preferred and Class
B Common Stock issued to
acquire intellectual
property................... -- -- 700,000 70,000 -- -- -- --
Cash proceeds from issuance
of Series A Preferred
Stock...................... 4,585,000 4,585,000 -- -- -- -- -- --
Class A Common Stock issued
for purchase of intangible
asset...................... -- -- -- -- -- -- -- --
Contribution of shares to
incentive stock option
plan....................... -- -- -- -- -- -- -- --
Equity based expenses........ -- -- -- -- -- -- -- --
Net loss..................... -- -- -- -- -- -- -- --
--------- ---------- ------- ------- --------- ---------- --------- ----------
Balance at December 31, 1996... 4,585,000 4,585,000 700,000 70,000 -- -- -- --
Cash proceeds from issuance
of Series C Preferred
Stock...................... -- -- -- -- 4,031,057 6,447,860 -- --
Exercise of Class A Common
Stock options.............. -- -- -- -- -- -- -- --
Series D Preferred Stock and
options issued for purchase
of business................ -- -- -- -- -- -- 1,228,654 3,943,980
Equity based expenses........ -- -- -- -- -- -- -- --
Net loss..................... -- -- -- -- -- -- -- --
--------- ---------- ------- ------- --------- ---------- --------- ----------
Balance at December 31, 1997... 4,585,000 4,585,000 700,000 70,000 4,031,057 6,447,860 1,228,654 3,943,980
Cash proceeds from issuance
of Series E Preferred
Stock...................... -- -- -- -- -- -- -- --
Exercise of Class A Common
Stock options.............. -- -- -- -- -- -- -- --
Purchase of treasury stock... -- -- -- -- -- -- -- --
Purchase of Series B
Preferred and Class B
Common Stock............... -- -- (33,240) (3,324) -- -- -- --
Equity based expenses........ -- -- -- -- -- -- -- --
Net loss..................... -- -- -- -- -- -- -- --
--------- ---------- ------- ------- --------- ---------- --------- ----------
Balance at December 31, 1998... 4,585,000 4,585,000 666,760 66,676 4,031,057 6,447,860 1,228,654 3,943,980
Exercise of Class A Common
Stock options
(unaudited)................ -- -- -- -- -- -- -- --
Equity based expenses
(unaudited)................ -- -- -- -- -- -- -- --
Net loss (unaudited)......... -- -- -- -- -- -- -- --
--------- ---------- ------- ------- --------- ---------- --------- ----------
Balance at March 31, 1999
(unaudited).................. 4,585,000 $4,585,000 666,760 $66,676 4,031,057 $6,447,860 1,228,654 $3,943,980
========= ========== ======= ======= ========= ========== ========= ==========
</TABLE>

See accompanying notes.
F-5
<PAGE> 74

<TABLE>
<CAPTION>
SERIES E CONVERTIBLE CLASS A CLASS B
PREFERRED STOCK COMMON STOCK COMMON STOCK ADDITIONAL
----------------------- ------------------ -------------------- PAID-IN ACCUMULATED UNEARNED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT COMPENSATION
--------- ----------- --------- ------ ---------- ------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-- $ -- 2,280,000 $2,280 -- $ -- $ (2,280) $ -- $ --
-- -- -- -- 1,813,333 1,813 270,187 -- --
-- -- -- -- -- -- -- -- --
-- -- 33,333 33 -- -- 4,967 -- --
-- -- (90,000) (90) (90,000) (90) 180 -- --
-- -- -- -- -- -- 3,250 -- --
-- -- -- -- -- -- -- (3,348,874) --
--------- ----------- --------- ------ ---------- ------- ---------- ------------ -----------
-- -- 2,223,333 2,223 1,723,333 1,723 276,304 (3,348,874) --
-- -- -- -- -- -- -- -- --
-- -- 16,062 16 -- -- 2,393 -- --
-- -- -- -- -- -- 232,406 -- --
-- -- -- -- -- -- 1,809 -- --
-- -- -- -- -- -- -- (5,139,982) --
--------- ----------- --------- ------ ---------- ------- ---------- ------------ -----------
-- -- 2,239,395 2,239 1,723,333 1,723 512,912 (8,488,856) --
4,556,651.. 18,438,699 -- -- -- -- -- -- --
-- -- 988,930 989 -- -- 149,941 -- --
-- -- -- -- -- -- -- -- --
-- -- -- -- (1,650,506) (1,650) (245,926) (2,249,100) --
-- -- -- -- -- -- 1,321,416 -- (1,292,777)
-- -- -- -- -- -- -- (6,591,838) --
--------- ----------- --------- ------ ---------- ------- ---------- ------------ -----------
4,556,651.. 18,438,699 3,228,325 3,228 72,827 73 1,738,343 (17,329,794) (1,292,777)
-- -- 249,643 250 -- -- 44,551 -- --
-- -- -- -- -- -- (1,980) -- 82,631
-- -- -- -- -- -- -- (1,046,574) --
--------- ----------- --------- ------ ---------- ------- ---------- ------------ -----------
4,556,651 $18,438,699 3,477,968 $3,478 72,827 $ 73 $1,780,914 $(18,376,368) $(1,210,146)
========= =========== ========= ====== ========== ======= ========== ============ ===========

TREASURY
----------------
SHARES AMOUNT TOTAL
------ ------- -----------
<S> <C> <C> <C>
-- $ -- $ --
-- -- 342,000
-- -- 4,585,000
-- -- 5,000
-- -- --
-- -- 3,250
-- -- (3,348,874)
----- ------- -----------
-- -- 1,586,376
-- -- 6,447,860
-- -- 2,409
-- -- 4,176,386
-- -- 1,809
-- -- (5,139,982)
----- ------- -----------
-- -- 7,074,858
-- -- 18,438,699
-- -- 150,930
1,667 (1,200) (1,200)
-- -- (2,500,000)
-- -- 28,639
-- -- (6,591,838)
----- ------- -----------
1,667 (1,200) 16,600,088
-- -- 44,801
-- -- 80,651
-- -- (1,046,574)
----- ------- -----------
1,667 $(1,200) $15,678,966
===== ======= ===========
</TABLE>

F-6
<PAGE> 75

SALESLOGIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------- -------------------------
1996 1997 1998 1998 1999
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.................................. $(3,348,874) $(5,139,982) $(6,591,838) $(1,036,014) $(1,046,574)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation, including amortization of
leased assets......................... 31,945 253,920 786,529 109,666 342,567
Amortization of acquisition related
intangible assets..................... 342,000 360,000 1,436,185 351,766 279,046
Provision for losses on accounts
receivable............................ -- 180,812 665,862 -- 244,725
Warrant and option issuance expense..... 3,250 1,809 10,657 -- --
Amortization of unearned compensation... -- -- 17,982 -- 80,651
Changes in operating assets and
liabilities, net of effects from
purchase of Opis Corporation:
Accounts receivable................... -- (2,133,177) (3,082,076) (345,793) (1,782,502)
Prepaid expenses and other current
assets.............................. (181,189) (368,914) (349,684) (260,347) (783,606)
Accounts payable...................... 142,343 432,519 199,704 (137,198) 536,725
Accrued expenses...................... 78,101 225,782 466,073 (318,486) 145,347
Deferred revenues..................... -- 570,901 897,914 55,307 742,910
Deferred rental obligation............ -- -- 106,390 -- (151)
----------- ----------- ----------- ----------- -----------
Net cash used in operating activities..... (2,932,424) (5,616,330) (5,436,302) (1,581,099) (1,240,862)
INVESTING ACTIVITIES
Purchases of property and equipment....... (35,918) (233,430) (1,596,630) -- (587,787)
Payment for purchase of Opis Corporation,
net of cash acquired.................... -- (559,388) -- -- --
Increase in other assets.................. -- -- (90,996) -- --
----------- ----------- ----------- ----------- -----------
Net cash used in investing activities..... (35,918) (792,818) (1,687,626) -- (587,787)
FINANCING ACTIVITIES
Net proceeds (repayments) under bank line
of credit............................... 400,000 (100,000) -- -- (97,827)
Proceeds (repayments) from bank term
loan.................................... -- 1,500,000 (326,087) (96,611) (141,540)
Principal payments under capital lease
obligations............................. (41,161) (227,145) (450,651) -- --
Net proceeds from issuance of preferred
stock................................... 4,585,000 6,447,860 18,438,699
Purchase of Series B Preferred and Class B
Common Stock............................ -- -- (2,500,000) -- --
Purchase of treasury stock................ -- -- (1,200) -- --
Proceeds from exercise of common stock
options................................. -- 2,409 150,930 38,314 44,801
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in) financing
activities.............................. 4,943,839 7,623,124 15,311,691 (58,297) (194,566)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents............................. 1,975,497 1,213,976 8,187,763 (1,639,396) (2,023,215)
Cash and cash equivalents, beginning of
period.................................. -- 1,975,497 3,189,473 3,189,473 11,377,236
----------- ----------- ----------- ----------- -----------
Cash and cash equivalents, end of
period.................................. $ 1,975,497 $ 3,189,473 $11,377,236 $ 1,550,077 $ 9,354,021
=========== =========== =========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Assets acquired under capital lease
obligations............................. $ 430,348 $ 697,900 $ 607,254 $ 224,760 $ 22,443
=========== =========== =========== =========== ===========
Intangible assets acquired with common and
preferred stock and preferred stock
options................................. $ 347,000 $ 4,176,386 $ -- $ -- $ --
=========== =========== =========== =========== ===========
Cash paid for interest.................... $ 11,451 $ 86,452 $ 254,897 $ 66,071 $ 59,495
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes.

F-7
<PAGE> 76

SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

SalesLogix Corporation (Company) is a leading provider of software that
enables mid-market businesses to create interactive selling networks that
automate prospect and customer interactions.

INTERIM FINANCIAL INFORMATION

The consolidated financial statements for the three months ended March 31,
1998 and 1999 are unaudited but include all adjustments (consisting only of
normal recurring adjustments) that the Company considers necessary for a fair
presentation of financial position and results of operations. Operating results
for the three months ended March 31, 1999 are not necessarily indicative of the
results that may be expected for any future period.

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany accounts and transactions
have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash and highly liquid investments
with original maturities of three months or less when acquired and which are
readily convertible to cash. The Company's investments have consisted of
commercial paper, certificates of deposit with original maturities of three
months or less and money market accounts.

FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 1998, the Company has the following financial instruments:
cash and cash equivalents, accounts receivable, accounts payable, accrued
expenses, capital lease obligations and long-term debt. The carrying value of
cash and cash equivalents, accounts receivable, accounts payable and accrued
expenses approximates their fair value based on the liquidity of these financial
instruments or based on their short-term nature. The carrying value of capital
lease obligations and long-term debt approximates fair value based on the market
interest rates available to the Company for debt of similar risk and maturities.

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments that potentially subject the Company to a
concentration of credit risk consist principally of accounts receivable. The
Company's customer base is dispersed across many different geographic areas
throughout North America, Europe and Asia-Pacific and consists of companies in a
variety of industries. No single customer accounted for 10% or more of total
revenues during 1997, 1998 or 1999. The Company does not require collateral or
other security to support credit sales, but provides an allowance for bad debts
based on historical experience and specifically identified risks.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Equipment held under capital
leases is stated at the lower of fair market value or the present value of
minimum lease payments at the inception of the lease. Depreciation of property
and equipment is calculated using the straight-line method over the

F-8
<PAGE> 77
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
estimated useful lives of the assets, generally three years for furniture,
computers and other equipment. Equipment held under capital leases is amortized
over the shorter of the lease term or estimated useful life of the asset.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with the Financial Accounting Standards Board Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," the Company
records impairment losses on long-lived assets used in operations when events
and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets. This methodology includes intangible
assets acquired. Goodwill relating to specific intangible assets is included in
the related impairment measurements to the extent it is identified with such
assets.

REVENUE RECOGNITION AND DEFERRED REVENUE

As of January 1, 1998, the Company adopted American Institute of Certified
Public Accountants' Statement of Position 97-2, "Software Revenue
Recognition"(SOP 97-2), as amended by SOP 98-4 which was effective for
transactions that the Company entered into in 1998. Prior years were not
restated. The adoption of SOP 97-2 had no effect on the revenues or earnings for
the period. The Company recognizes software license revenue when an executed
license agreement, unconditional purchase order or contract is received,
delivery of the product has occurred, collection of the resulting receivable is
assessed as probable and the fee is fixed or determinable based upon
vendor-specific objective evidence of the arrangement. Revenue from services
includes support and maintenance service contracts which are recorded as
deferred revenue when billed and recognized ratably over the contract period and
training and consulting services which are recognized as the services are
performed.

COSTS OF REVENUES

Cost of licenses includes the cost of media, product packaging,
documentation and other production costs and third-party royalties.

Cost of services consists primarily of salaries, related taxes and benefits
and allocated overhead costs related to consulting, training and customer
support personnel.

RESEARCH AND DEVELOPMENT

Research and development costs, which consist primarily of software
development costs, are expensed as incurred. Financial accounting standards
provide for the capitalization of certain software development costs after
technological feasibility of the software is established. Under the Company's
current practice of developing new products and enhancements, the technological
feasibility of the underlying software is not established until substantially
all product development is complete, including the development of a working
model. Accordingly, the Company has no capitalized software development costs.

F-9
<PAGE> 78
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING COSTS

Advertising costs are expensed as incurred. Advertising expense was
approximately $72,000, $872,000 and $1,200,000 for the years ended December 31,
1996, 1997 and 1998 and was approximately $97,000 and $267,000 for the three
months ended March 31, 1998 and 1999, respectively.

INCOME TAXES

Income taxes have been accounted for under the asset and liability method
in accordance with SFAS No. 109, "Accounting for Income Taxes" (Statement 109).
Under the asset and liability method of Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in operations in the period
that includes the enactment date.

EARNINGS PER SHARE COMPUTATION

Earnings per share is computed in accordance with SFAS No. 128, "Earnings
per Share" as well as Staff Accounting Bulletin No. 98, which covers the
determination of and accounting for "cheap stock" in periods prior to an initial
public offering. Basic earnings per share is computed using the weighted average
number of common shares. Diluted earnings per share is computed using the
weighted average number of common share equivalents outstanding during the
period. Dilutive common share equivalents consist of stock options and warrants
using the treasury method and dilutive convertible securities using the
if-converted method.

Pro forma net loss per share presented in the consolidated statements of
operations has been computed as described above, but also gives effect to the
conversion of all outstanding shares of convertible preferred stock into common
stock upon the closing of the Company's initial public offering (determined
using the if-converted method).

FOREIGN CURRENCY TRANSLATION

The functional currency for the Company's foreign transactions is the U.S.
dollar. All income and expense items are translated at the prevailing exchange
rate when the transaction occurs. Gains and losses on foreign currency
transactions are included in the consolidated statement of operations as
incurred. To date, gains and losses on foreign currency transactions have not
been significant.

STOCK-BASED COMPENSATION

The Company has elected to follow the Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations, in accounting for its employee stock options rather than the
alternative fair value accounting allowed by SFAS No. 123 "Accounting for
Stock-Based Compensation" (Statement 123). APB 25 provides that the compensation
expense relative to the Company's employee stock options is measured based on
the intrinsic value of the stock option. Statement 123 requires companies that
continue to follow APB 25 to provide a pro forma disclosure of the impact of
applying the fair value method of Statement 123 (see Note 9).

F-10
<PAGE> 79
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 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.

COMPREHENSIVE LOSS

As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income" (Statement 130). Statement 130 establishes new rules for
the reporting and display of comprehensive loss and its components.
Comprehensive loss for the Company is the same as net loss for all periods
presented.

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

Effective January 1, 1998, the Company adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" (Statement
131). Statement 131 established standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. Statement 131 also establishes
standards for related disclosures about products and services, geographic areas
and major customers (see Note 12).

RECLASSIFICATIONS

Certain reclassifications have been made to the 1996 and 1997 consolidated
financial statements to conform to the 1998 presentation.

2. ACQUISITIONS

On December 30, 1997, the Company completed the acquisition of Opis
Corporation, a company engaged in the development, marketing and sales of
customer support automation software primarily to mid-sized organizations. The
Company paid $801,559 in cash and issued 1,228,654 shares of its Series D
Convertible Preferred Stock (Series D Preferred Stock) in exchange for all
outstanding capital stock of Opis. The Company also assumed all outstanding Opis
options, which were converted to options to purchase 96,836 shares of Series D
Preferred Stock at $.8515 per share. The aggregate cost of the acquisition was
approximately $6.3 million (including direct acquisition costs). The acquisition
was recorded under the purchase method of accounting and therefore the results
of operations of Opis and the fair values of the acquired assets and liabilities
were included in the Company's financial statements beginning on the acquisition
date. Upon consummation of the transaction, Opis was merged into a wholly-owned
subsidiary of the Company. In connection with the acquisition, the Company
received an independent appraisal of the intangible assets acquired.

F-11
<PAGE> 80
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

2. ACQUISITION (CONTINUED)
The purchase price was allocated to the assets acquired and liabilities
assumed based on their respective fair values on the date of the acquisition as
follows:

<TABLE>
<S> <C>
Purchased technology........................................ $1,200,000
Customer list and other..................................... 320,000
Write-off of in-process research and development............ 360,000
Goodwill.................................................... 4,380,926
Net liabilities acquired, including costs of acquisition.... (1,282,981)
Less Series D Preferred Stock issued........................ (3,943,980)
Less fair value of options to purchase Series D Preferred
Stock..................................................... (232,406)
----------
Cash portion of purchase price.............................. $ 801,559
==========
</TABLE>

Approximately $5.6 million of the purchase price attributed to purchased
technology and goodwill is being amortized over its estimated useful life of
five years. The write-off of in-process research and development of $360,000 has
been included in amortization of acquisition related intangible assets for the
year ended December 31, 1997.

On March 18, 1999, the Company signed a term sheet agreeing to the
acquisition of Enact Incorporated by the Company. Enact is a privately-held
provider of sales configuration software for managing product catalogs and
marketing encyclopedias and generating proposals, quotes and orders. The Company
expects to pay $4,100,000 in cash and issue 609,424 shares of its common stock,
of which 201,893 shares are subject to three year annual vesting. The
transaction is expected to be accounted for using the purchase method of
accounting.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------ ----------
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
Furniture and fixtures................. $ 460,065 $ 825,770 $ 903,675
Computers and other equipment.......... 925,055 2,673,891 3,206,199
Leasehold improvements................. 22,234 111,577 111,577
---------- ---------- ----------
1,407,354 3,611,238 4,221,451
Less accumulated depreciation and
amortization......................... 280,623 1,067,152 1,409,719
---------- ---------- ----------
$1,126,731 $2,544,086 $2,811,732
========== ========== ==========
</TABLE>

F-12
<PAGE> 81
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

4. OTHER ASSETS

Other assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------ ----------
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
Purchased technology................... $1,200,000 $1,200,000 $1,200,000
Customer list and other................ 320,000 320,000 320,000
Goodwill............................... 4,380,926 4,380,926 4,380,926
---------- ---------- ----------
5,900,926 5,900,926 5,900,926
Amortization........................... -- 1,436,185 1,715,231
---------- ---------- ----------
Net intangible assets of acquired
businesses........................... 5,900,926 4,464,741 4,185,695
Recoverable deposits and other......... 5,000 95,996 95,996
---------- ---------- ----------
$5,905,926 $4,560,737 $4,281,691
========== ========== ==========
</TABLE>

5. ACCRUED EXPENSES

Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------ ----------
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
Compensation........................... $ 421,468 $ 685,896 $ 444,607
Benefits............................... -- 379,712 459,291
Direct costs of acquisition............ 642,191 180,618 160,239
Other.................................. 244,207 527,713 855,149
---------- ---------- ----------
$1,307,866 $1,773,939 $1,919,286
========== ========== ==========
</TABLE>

6. NOTES PAYABLE TO BANK

The Company has a credit facility with a commercial bank in the aggregate
amount of $4,000,000. The credit facility provides a revolving line of credit in
the amount of $2,500,000 and a $1,500,000 acquisition term loan facility.
Borrowings under the arrangement are collateralized by substantially all of the
Company's assets and bear interest at the bank's prime rate. The revolving line
of credit matures in March 2000. The acquisition term loan is payable in 48
equal monthly installments of principal plus interest through December 2001. The
agreement provides for certain financial and other covenants and restricts the
Company's ability to pay dividends. As of December 31, 1998, the Company had
outstanding advances under the revolving line of credit of $300,000 and had
borrowed the full $1,500,000 under the acquisition term loan facility used in
connection with the Opis acquisition (refer to Note 2).

F-13
<PAGE> 82
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

6. NOTES PAYABLE TO BANK (CONTINUED)
The aggregate annual maturities of notes payable to bank as of December 31,
1998 are as follows:

<TABLE>
<CAPTION>
TERM LINE OF
LOAN CREDIT TOTAL
---------- -------- ----------
<S> <C> <C> <C>
1999............................................ $ 391,304 $300,000 $ 691,304
2000............................................ 391,304 -- 391,304
2001............................................ 391,305 -- 391,305
---------- -------- ----------
1,173,913 300,000 1,473,913
Less current portion............................ 391,304 300,000 691,304
---------- -------- ----------
$ 782,609 $ -- $ 782,609
========== ======== ==========
</TABLE>

7. LEASES

The Company leases furniture and equipment under capital leases that expire
in various years through December 2001. The Company also leases office
facilities under a noncancelable operating lease that expires in July 2004.

Property and equipment includes the following amounts for leases that have
been capitalized:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ MARCH 31,
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
Furniture and equipment................ $1,121,294 $1,728,548 $1,750,991
Less accumulated amortization.......... 280,623 752,431 897,098
---------- ---------- ----------
$ 840,671 $ 976,117 $ 853,893
========== ========== ==========
</TABLE>

Amortization of leased assets is included in operating expenses in the
accompanying consolidated statements of operations.

Future minimum annual payments under capital leases and the Company's
noncancelable operating lease with initial terms of one year or more consisted
of the following at December 31, 1998:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASE
---------- ----------
<S> <C> <C>
1999................................................ $ 627,663 $ 958,225
2000................................................ 375,510 962,519
2001................................................ 117,621 972,822
2002................................................ -- 983,126
2003................................................ -- 993,429
2004................................................ -- 583,006
---------- ----------
Total minimum lease payments........................ 1,120,794 $5,453,127
==========
Amounts representing interest....................... 104,249
----------
Present value of net minimum lease payments
(including current portion of $558,082)........... $1,016,545
==========
</TABLE>

F-14
<PAGE> 83
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

7. LEASES (CONTINUED)

Total rent expense for the operating lease amounted to approximately
$100,000, $273,000 and $685,000 for the years ended December 31, 1996, 1997 and
1998 and was approximately $103,000 and $263,000 for the three months ended
March 31, 1998 and 1999, respectively.

8. CAPITAL STOCK

In September 1995, the Company issued 2,280,000 shares of Class A Common
Stock to its founder to form the Company. Business operations did not commence
until January 1996 when the Company issued 700,000 shares of Series B
Convertible Preferred Stock (Series B Preferred Stock) and 1,813,333 shares of
Class B Common Stock in connection with its acquisition of certain intellectual
property rights through a statutory merger with Kennedy Systems, Inc. Prior to
the merger, Kennedy Systems, Inc. had been in the process of developing a sales
automation software product that the Company believed could accelerate the
release of its first product. Kennedy Systems, Inc. had no net assets at the
date of the merger. Accordingly, the fair value of the stock issued was
allocated to intangible assets that were amortized during 1996, the period in
which they were used. During 1996, the Company ceased development of the
technology acquired through Kennedy Systems, Inc. and began development of its
current software products.

In January 1996, the Company issued 4,500,000 shares of Series A
Convertible Preferred Stock (Series A Preferred Stock) to unrelated third-party
investors for cash of $4,500,000 in a private placement. Holders of Series A
Preferred Stock are entitled to receive noncumulative cash dividends at an
annual rate of nine percent prior to the payment of any dividends to Series B
and Series D Preferred or Common Stockholders. Series A Preferred Stock is
voting.

In February 1996, two of the Company's stockholders contributed 90,000
shares of Class A Common Stock and 90,000 shares of Class B Common Stock,
respectively, for no consideration and the reserved shares for the Company's
1996 Equity Incentive Plan were increased by 180,000 shares of common stock.

In May 1996, the Company issued 33,333 shares of Class A Common Stock to an
employee in exchange for proprietary intellectual property, valued at $5,000
based on the price of other third party equity transactions during 1996.

In October 1996, the Company issued 85,000 shares of Series A Preferred
Stock for cash of $85,000.

In March 1997, the Company issued 4,031,057 shares of Series C Convertible
Preferred Stock (Series C Preferred Stock) for net cash proceeds of $6,447,860.
Holders of the Series C Preferred Stock are entitled to receive noncumulative
cash dividends at an annual rate of nine percent prior to the payment of any
dividends to Series B and Series D Preferred Stock or Common Stockholders.
Series C Preferred Stock is voting.

In December 1997, the Company issued 1,228,654 shares of Series D Preferred
Stock in connection with the acquisition of Opis Corporation (see Note 2). The
Series D Preferred Stock does not bear dividends and is nonvoting.

In June 1998, the Company issued 3,940,887 shares of Series E Convertible
Preferred Stock (Series E Preferred Stock) for net cash proceeds of $15,945,985.
Holders of the Series E Preferred Stock are entitled to receive noncumulative
cash dividends at an annual rate of nine percent prior to the payment of any
dividends to Series B and Series D Preferred Stock or Common Stockholders.
Series E Preferred Stock is voting.

F-15
<PAGE> 84
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

8. CAPITAL STOCK (CONTINUED)
In July 1998, the Company repurchased 33,240 shares of Series B Preferred
Stock and 1,650,506 shares of Class B Common Stock at its fair value of
$2,500,000 in conjunction with the settlement of litigation involving the
termination of an officer of the Company whereby both parties released their
respective claims against each other.

In December 1998, the Company issued an additional 615,764 shares of Series
E Preferred Stock for net cash proceeds of $2,492,714.

Each share of Series A, B, C, D and E Preferred Stock has a par value of
$.001 per share and is convertible, at the option of the holder, into two-thirds
of a share of Class A Common Stock (Class B Common Stock for the Series B
Preferred Stockholders). All Series A, B, C, D and E Preferred Stock will
automatically be converted upon a public offering of common stock meeting
minimum price and proceeds criteria. Upon the conversion of the Class B
Preferred Stock into Class B Common Stock, the Class B Common Stock
automatically converts to Class A Common Stock.

Upon the liquidation, dissolution, or winding up of the Company, the Series
A, Series C and Series E Preferred Stockholders are entitled to receive, prior
to and in preference to any distribution made to other stockholders, a
liquidation preference equal to the $1.00, $1.61 and $4.06 per share issuance
prices of the Series A, Series C and Series E Preferred Stocks, respectively,
plus an amount equal to a cumulative annual return of nine percent on the
original issuance prices. Should the distributable net assets of the Company
exceed this amount, the Series D Preferred Stockholders are entitled to receive
up to $3.21 per share. Should the distributable net assets of the Company exceed
the aggregate preferences above, the Series A, Series C and Series E Preferred
Stockholders are also entitled to receive a pro rata portion of such
distribution calculated on an as if converted basis. Any remaining net assets
will be distributed pro rata on an as if converted basis to the Series B
Preferred and Common Stockholders, unless the Series B Preferred Stockholders
would receive less than $700,000 in aggregate, in which case the Series B
Preferred Stockholders would receive the entire remaining amount.

On March 24, 1999, the Company agreed to sell to The Goldman Sachs Group,
L.P. and certain of its affiliates (Goldman Sachs) either common stock or newly
created Series F Convertible Preferred Stock (Series F Preferred Stock) in a
private placement transaction. The transaction will close on the earliest of (a)
July 31, 1999, (b) the third business day following notice to the Company from
Goldman Sachs, or (c) concurrent with the closing of the Company's initial
public offering, in which case the Company will sell to Goldman Sachs $3,500,000
of common stock at a price per share equal to the initial public offering price
less 3.5%. In the event that the initial public offering does not occur by July
31, 1999, Goldman Sachs will purchase 666,667 shares of the Company's Series F
Preferred Stock at $9.00 per share.

F-16
<PAGE> 85
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

8. CAPITAL STOCK (CONTINUED)
A summary of the Series A, B, C, D and E Convertible Preferred Stock, is as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- MARCH 31,
1997 1998 1999
---------- ----------- -----------
<S> <C> <C> <C>
Series A Preferred Stock:
Authorized shares.......................... 4,650,000 4,650,000 4,650,000
Issued and outstanding shares.............. 4,585,000 4,585,000 4,585,000
Liquidation value of shares................ $5,387,919 $ 5,800,569 $ 5,903,732
Series B Preferred Stock:
Authorized shares.......................... 700,000 700,000 700,000
Issued and outstanding shares.............. 700,000 666,760 666,760
Liquidation value of shares................ -- -- --
Series C Preferred Stock:
Authorized shares.......................... 4,100,000 4,100,000 4,100,000
Issued and outstanding shares.............. 4,031,057 4,031,057 4,031,057
Liquidation value of shares................ $6,930,077 $ 7,514,177 $ 7,660,202
Series D Preferred Stock:
Authorized shares.......................... 1,700,000 1,700,000 1,700,000
Issued and outstanding shares.............. 1,228,654 1,228,654 1,228,654
Liquidation value of shares................ -- -- --
Series E Preferred Stock:
Authorized shares.......................... -- 4,750,000 4,750,000
Issued and outstanding shares.............. -- 4,556,651 4,556,651
Liquidation value of shares................ -- $19,333,428 $19,749,648
</TABLE>

The Company has the following shares of Class A Common Stock reserved for
future issuance with respect to issued common stock equivalents:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ ----------
<S> <C> <C>
Conversion of Preferred Stocks.............................. 10,045,436 10,045,436
Conversion of Class B Common Stock.......................... 72,827 72,827
Series A Preferred Stock warrants........................... 43,334 43,334
Series D Preferred Stock options............................ 64,558 64,558
Series D Preferred Stock warrants........................... 6,667 6,667
1996 Equity Incentive Plan.................................. 2,361,674 3,245,865
1998 Business Partner Stock Option Plan..................... 166,667 149,500
---------- ----------
Total............................................. 12,761,163 13,628,187
========== ==========
</TABLE>

9. STOCK OPTIONS

The Company has elected to follow APB 25 in accounting for its employee
stock options. Under APB 25, as long as the exercise price of the Company's
employee stock options equals or exceeds the

F-17
<PAGE> 86
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

9. STOCK OPTIONS (CONTINUED)
fair value of the underlying stock on the date of the grant, no compensation
expense is recognized. All of the Company's employee stock option grants have
been made at fair value for accounting purposes with the exception of a December
10, 1998 grant of 442,000 shares at $1.53 per share. Subsequent to the date of
grant, the Company determined that the fair value for accounting purposes at the
date of grant should have been $4.50 per share. This determination was based
upon third party transactions subsequent to but near the date of grant. In
December 1998, the Company recorded unearned compensation of $1,312,740 which is
being amortized over the four-year vesting period of these options.

During 1996, the Board of Directors authorized the implementation of an
equity incentive plan for certain employees, directors, consultants and
independent contractors. Under the plan, options to purchase stock of the
Company will be granted to participants at an exercise price to be determined by
the Board. Incentive stock options granted under the plan may be granted to
employees only and may not have an exercise price less than the fair value of
the stock as of the date of the grant. Incentive stock options have a term of
ten years and vest over four years from the date of grant, with initial vesting
on the one-year anniversary of the employee's hire date. On March 19, 1999, the
Company increased the number of shares reserved for issuance under the plan from
3,366,666 to 4,500,000 which is expected to be effective upon shareholder
approval anticipated in April 1999.

Pro forma information regarding net loss and net loss per share is required
by Statement 123, which also requires that the information be determined as if
the Company has accounted for all its employee stock options grants under the
fair value method of that Statement. The fair value for these options was
estimated at the date of grant using a minimum value pricing model with the
following weighted-average assumptions:

<TABLE>
<S> <C>
Expected life of the award............................... 4 years
Dividend yield........................................... 0 percent
Risk-free interest rate.................................. 5 percent
</TABLE>

F-18
<PAGE> 87
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

9. STOCK OPTIONS (CONTINUED)
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------- -------------------------
1996 1997 1998 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net loss as reported....... $(3,348,874) $(5,139,982) $(6,591,838) $(1,036,014) $(1,046,574)
Pro forma Statement 123
expense.................. (6,438) (16,336) (39,672) -- --
APB 25 expense recognized.. -- -- 17,982 -- 82,631
----------- ----------- ----------- ----------- -----------
Statement 123 Pro forma net
loss..................... $(3,355,312) $(5,156,318) $(6,613,528) $(1,036,014) $ (963,943)
=========== =========== =========== =========== ===========
Statement 123 Pro forma
basic and diluted net
loss per share........... $ (.87) $ (1.31) $ (1.75) $ (0.25) $ (0.28)
=========== =========== =========== =========== ===========
Statement 123 Pro forma
basic and diluted net
loss per share, assuming
conversion of preferred
stock.................... $ (0.54) $ (0.07)
=========== ===========
</TABLE>

Option activity under the equity incentive plan is as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE EXERCISE
SHARES PRICE PRICE
--------- ----------- --------
<S> <C> <C> <C>
Outstanding at January 1, 1996...................... -- --
Granted............................................. 1,734,501 $ 0.15 $0.15
Exercised........................................... -- --
Expired or canceled................................. (26,667) 0.15 0.15
--------- ----------- -----
Outstanding at December 31, 1996.................... 1,707,834 0.15 0.15
Granted............................................. 469,171 0.20-0.48 0.33
Exercised........................................... (16,062) 0.15 0.15
Expired or canceled................................. (54,086) 0.15-0.24 0.18
--------- ----------- -----
Outstanding at December 31, 1997.................... 2,106,857 0.15-0.48 0.19
Granted............................................. 911,171 0.60-1.53 1.37
Exercised........................................... (988,930) 0.15-0.48 0.15
Expired or canceled................................. (374,752) 0.15-1.53 0.50
--------- ----------- -----
Outstanding at December 31, 1998.................... 1,654,346 0.15-1.53 0.80
Granted............................................. 109,000 9.00 9.00
Exercised........................................... (249,143) 0.15-0.60 0.18
Expired or canceled................................. (20,333) 0.24-1.53 1.26
--------- ----------- -----
Outstanding at March 31, 1999....................... 1,493,870 $0.15-9.00 $1.50
========= =========== =====
Exercisable at March 31, 1999....................... 103,758 $0.31
========= =====
</TABLE>

F-19
<PAGE> 88
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

9. STOCK OPTIONS (CONTINUED)

The weighted average fair value of options granted in 1996, 1997 and 1998
was $0.03, $0.06 and $0.24, respectively. The weighted average remaining
contractual life at December 31, 1998 was approximately 3.2 years.

At December 31, 1998, a warrant for the purchase of 65,000 shares of Series
A Preferred Stock is outstanding. The warrant issued in 1996 to facilitate a
leasing transaction, is exercisable at $1.00 per share and may be exercised on a
net basis. The warrant expires ten years from the date of grant. In addition,
options to purchase 96,836 shares of Series D Preferred Stock, issued in
connection with the Opis acquisition in 1997, are outstanding (see Note 2). The
options are exercisable at $.8515 per share and expire ten years from the date
of grant. Also in connection with the Opis acquisition, the Company issued
warrants to purchase 10,000 shares of Series D Preferred to the commercial bank
providing the acquisition financing. The warrants are exercisable at $3.21 per
share and expire five years from the date of grant.

The Company has a stock option grant program for its resellers (Business
Partners) entitled the 1998 Business Partner Stock Option Plan (Business Partner
Plan). Under the plan, options to purchase Class A Common Stock are issued to
Business Partners who meet certain minimum sales levels and certain other
performance standards. The Company has reserved 150,000 shares of Class A Common
Stock for issuance under the Plan. The options are granted at an exercise price
equal to the fair value of the Class A Common Stock at the date of grant. As the
Business Partners are not employees of the Company, expense is recognized at the
time the shares become issuable based upon the minimum value pricing model. At
December 31, 1998, the Company had issued and exercisable stock options under
the Business Partner Plan as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE EXERCISE
PERFORMANCE YEAR SHARES PRICE PRICE
- ---------------- ------ -------- --------
<S> <C> <C> <C>
1997................................................ 63,000 $0.60 $0.60
1998................................................ 24,503 9.00 9.00
------ -----
87,503 $2.95
====== =====
</TABLE>

10. EMPLOYEE STOCK PURCHASE PLAN

On March 19, 1999, the Company's Board of Directors adopted an employee
stock purchase plan. The plan is subject to shareholder approval. The Company
presently authorized 300,000 shares of Common Stock for issuance under the plan
plus an automatic annual increase, to be added on the first day of each fiscal
year beginning in 2000. The Company's Board of Directors also approved the
establishment of a directors stock option plan whereby 200,000 shares of common
stock would be authorized for issuance. Such plan is subject to shareholder
approval and is expected to become effective concurrent with the completion of
the Company's proposed initial public offering.

11. CONTINGENCIES

The Company may, from time to time, become party to legal proceedings.
Based upon advice from outside legal counsel, management is of the opinion that
the Company is not involved in any litigation at December 31, 1998.

F-20
<PAGE> 89
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

12. SEGMENT INFORMATION

The Company operates as a single business segment and licenses and markets
its products through direct and indirect channels in North America, Europe and
Asia-Pacific. Information regarding revenues in different geographic regions is
as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------- -----------------------
1996 1997 1998 1998 1999
---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
North America........... $ -- $4,716,048 $14,492,485 $3,128,011 $5,488,444
International........... -- 62,762 1,150,126 34,100 813,314
---------- ---------- ----------- ---------- ----------
Total revenues.......... $ -- $4,778,810 $15,642,611 $3,162,111 $6,301,758
========== ========== =========== ========== ==========
</TABLE>

13. INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred income taxes are as follows:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards
Company...................................... $ 2,629,000 $ 4,720,000
Opis......................................... 600,000 600,000
Other........................................... 999,000 880,000
----------- -----------
4,228,000 6,200,000
Less valuation reserve.......................... (3,700,000) (6,200,000)
----------- -----------
Net deferred tax assets........................... 528,000 --
Deferred tax liabilities.......................... (528,000) --
----------- -----------
Net deferred taxes................................ $ -- $ --
=========== ===========
</TABLE>

The valuation allowance increased by $1,900,000 and $2,500,000 at December
31, 1997 and 1998, respectively, due to the respective periods' losses. The
Company has fully reserved for its deferred tax assets due to the uncertainty of
recovery from future operations. The Company has no income tax expense or
benefit and therefore tax expense differs from the federal statutory rate by the
amount of such rate. The reason for such difference is an increase in valuation
reserves provided for deferred tax assets.

At December 31, 1998 the Company has net operating loss carryforwards for
federal income tax purposes of $13,300,000 which begin to expire in 2011, to the
extent not previously utilized. Approximately $1,500,000 of the net operating
loss is attributable to the Company's acquisition of Opis. These losses are
limited for tax purposes under both the separate return limitation year rules
and Internal Revenue Code section 382 which limit the annual utilization of net
operating losses.

14. BENEFIT PLANS

The Company has a 401(k) Retirement Savings Plan (Plan) covering
substantially all employees. Under terms of the Plan, employees may make
voluntary contributions, subject to Internal Revenue

F-21
<PAGE> 90
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

Service limitations. The Company may make discretionary annual contributions to
the Plan. However, no contributions were made during 1996, 1997 or 1998.

15. PROPOSED INITIAL PUBLIC OFFERING

On March 19, 1999, the Company's Board of Directors authorized the Company
to file a Registration Statement with the Securities and Exchange Commission to
sell shares of its common stock in an underwritten initial public offering. The
Company's Board of Directors, subject to shareholder approval, also approved a
change in the articles of incorporation which eliminates the separate classes of
common stock, changes the number of authorized shares of undesignated preferred
stock to 20,000,000 shares and changes the number of authorized shares of common
stock to 50,000,000. These changes are expected to become effective concurrent
with the closing of the initial public offering.

In conjunction with the proposed initial public offering, the Board of
Directors and the shareholders authorized a two-for-three reverse split of its
Class A and Class B Common Stock which became effective on March 23, 1999. The
accompanying consolidated financial statements have been adjusted retroactively
to reflect the reverse split. The conversion ratios of the respective series of
convertible preferred stock were automatically adjusted to reflect the reverse
split.

If the initial public offering is consummated under terms presently
anticipated, all of the currently outstanding preferred stock will automatically
convert into two-thirds of a share of common stock and the Class B Common Stock
will automatically convert into one share of Common Stock. Unaudited pro forma
stockholders' equity as adjusted for the assumed conversion of the Preferred
Stock and Class B Common Stock is set forth in the accompanying balance sheet.

F-22
<PAGE> 91

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors
Opis Corporation

We have audited the accompanying balance sheet of Opis Corporation as of
October 31, 1997 and the related statements of operations, statement of
stockholders' deficit and cash flows for the fiscal year ended October 31, 1997
and the statements of operations and cash flows for the period from November 1,
1997 through December 30, 1997. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Opis Corporation at October
31, 1997 and the results of its operations and its cash flows for the fiscal
year ended October 31, 1997 and for the period from November 1, 1997 through
December 30, 1997, in conformity with generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Phoenix, Arizona
January 22, 1999

F-23
<PAGE> 92

OPIS CORPORATION

BALANCE SHEET
OCTOBER 31, 1997

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash...................................................... $ 402,852
Accounts receivable, less allowance of $50,000............ 275,831
Inventories............................................... 13,563
Prepaid expenses and other................................ 4,986
-----------
Total current assets........................................ 697,232
Property and equipment, at cost:
Computer equipment and software........................... 268,752
Office equipment and furniture............................ 75,166
-----------
343,918
Less accumulated depreciation............................. 227,239
-----------
116,679
Other assets:
Deferred licensing costs, less amortization of $116,702... 17,846
Software development costs, less amortization of
$27,261................................................ 109,129
Deferred financing costs, less amortization of $5,313..... 21,349
-----------
Total assets................................................ $ 962,235
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 419,840
Accrued expenses.......................................... 40,646
Deferred revenue.......................................... 305,320
Current portion of long-term debt......................... 575,107
-----------
Total current liabilities................................... 1,340,913
Long-term debt, less current portion........................ 630,049
Commitments and contingencies
Stockholders' deficit:
Convertible preferred stock, no par or stated value;
1,000,000 shares authorized; 47,770 shares issued and
outstanding............................................ 150,000
Common stock, no par or stated value; 1,000,000 shares
authorized; 483,595 shares issued and outstanding...... 284,811
Accumulated deficit....................................... (1,443,538)
-----------
Total stockholders' deficit................................. (1,008,727)
-----------
Total liabilities and stockholders' deficit................. $ 962,235
===========
</TABLE>

See accompanying notes.

F-24
<PAGE> 93

OPIS CORPORATION

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
FISCAL NOVEMBER 1,
YEAR ENDED 1997 THROUGH
OCTOBER 31, DECEMBER 30,
1997 1997
----------- ------------
<S> <C> <C>
Net revenues:
Licenses.................................................. $1,310,703 $ 119,388
Services.................................................. 674,520 80,174
---------- ---------
Total net revenues..................................... 1,985,223 199,562
Costs of revenues:
Licenses.................................................. 138,077 14,431
Services.................................................. 108,043 11,594
---------- ---------
Total costs of revenues................................ 246,120 26,025
---------- ---------
Gross profit................................................ 1,739,103 173,537
Operating expenses:
Sales and marketing....................................... 1,108,704 159,368
Research and development.................................. 579,989 134,846
General and administrative................................ 398,432 193,367
---------- ---------
Total operating expenses............................... 2,087,125 487,581
---------- ---------
Loss from operations........................................ (348,022) (314,044)
Other income (expense):
Interest income........................................... 1,314 306
Interest expense.......................................... (79,118) (7,383)
Other income.............................................. 4,012 2,818
---------- ---------
Loss before provision for income taxes...................... (421,814) (318,303)
Provision for income taxes.................................. -- --
---------- ---------
Net loss.................................................... $ (421,814) $(318,303)
========== =========
</TABLE>

See accompanying notes.

F-25
<PAGE> 94

OPIS CORPORATION

STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
CONVERTIBLE
PREFERRED STOCK COMMON STOCK
-------------------- --------------------
NUMBER NUMBER
OF OF ACCUMULATED
SHARES AMOUNT SHARES AMOUNT DEFICIT TOTAL
--------- -------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at October 31,
1996....................... -- $ -- 469,620 $265,376 $(1,021,724) $ (756,348)
Preferred stock issued..... 47,770 150,000 -- -- -- 150,000
Net loss................... -- -- -- -- (421,814) (421,814)
Stock issued as
compensation............ -- -- 13,975 19,435 -- 19,435
------ -------- ------- -------- ----------- -----------
Balance at October 31,
1997....................... 47,770 $150,000 483,595 $284,811 $(1,443,538) $(1,008,727)
====== ======== ======= ======== =========== ===========
</TABLE>

See accompanying notes.

F-26
<PAGE> 95

OPIS CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
FISCAL NOVEMBER 1,
YEAR ENDED 1997 THROUGH
OCTOBER 31, DECEMBER 30,
1997 1997
----------- ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.................................................... $(421,814) $(318,303)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization............................. 204,478 24,143
Non-cash equity compensation.............................. 19,435 45,530
Amortization of deferred licensing costs.................. 20,900 8,000
Changes in operating assets and liabilities:
Accounts receivable.................................... (122,834) 104,691
Inventories............................................ 14,708 (482)
Prepaid expenses and other current assets.............. 10,472 2,392
Accounts payable....................................... 81,351 49,820
Accrued expenses....................................... (869) 194,567
Deferred revenue....................................... 25,205 (15,079)
--------- ---------
Net cash provided by (used in) operating activities......... (168,968) 95,279

INVESTING ACTIVITIES
Purchases of property and equipment......................... (44,414) --
--------- ---------
Net cash used in investing activities....................... (44,414) --

FINANCING ACTIVITIES
Proceeds from long-term debt................................ 553,888 --
Payments on long-term debt.................................. (82,589) (416,287)
Payments for deferred financing costs....................... (11,000) --
Issuance of preferred stock................................. 150,000 --
Proceeds from exercise of common stock options.............. -- 160,327
--------- ---------
Net cash provided by (used in) financing activities......... 610,299 (255,960)
--------- ---------
Net increase (decrease) in cash............................. 396,917 (160,681)
Cash at beginning of period................................. 5,935 402,852
--------- ---------
Cash at end of period....................................... $ 402,852 $ 242,171
========= =========

SUPPLEMENTAL DISCLOSURES
Cash paid for interest...................................... $ 79,118 $ 8,142
Noncash operating and investing activities--accounts payable
relating to:
Deferred licensing costs.................................. $ 52,678 $ --
</TABLE>

See accompanying notes.

F-27
<PAGE> 96

OPIS CORPORATION

NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND ORGANIZATION

Opis Corporation (the Company), develops and markets customer request
tracking and resolution software for customer support centers and corporate help
desks. The Company also provides customer support, training and consulting
services related to its software products. Customers include companies in the
United States and resellers in Australia, Ireland, The Netherlands, Singapore,
South Africa and the United Kingdom.

Subsequent to year-end, the Company was acquired by SalesLogix Corporation
(see Note 7).

USE OF ESTIMATES

ACCOUNTS RECEIVABLE

Concentrations of credit risk with respect to accounts receivables are
limited due to the number of customers and their geographic dispersion. The
Company performs initial and periodic credit evaluations of its customers and
generally does not require collateral.

INVENTORIES

Inventories are stated at the lower of first-in, first-out (FIFO) cost or
market.

DEPRECIATION

Depreciation of property and equipment is provided using straight-line and
accelerated methods over the estimated useful lives of the assets.

DEFERRED FINANCING COSTS

Deferred financing costs are amortized over the related loan term.

DEFERRED LICENSING COSTS

Deferred licensing costs consist of sublicense fee payments made at the
inception of various license/royalty agreements and are amortized over the terms
of the agreements (ranging from 2 to 3 years) based on related unit sales. In
addition, under these agreements the Company pays ongoing royalties based on
unit sales or a percentage of net sales.

SOFTWARE DEVELOPMENT COSTS

The Company capitalizes software development costs in accordance with the
Financial Accounting Standards Board Statement of Financial Accounting Standards
(SFAS) No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased, or Otherwise Marketed." The capitalization of costs begins when a
product's technological feasibility has been established and ends when the
product is available for general release to customers. The Company amortizes
these costs over the estimated economic life of the product. Amortization
expense recorded in 1997 was $27,670.

F-28
<PAGE> 97
OPIS CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION AND DEFERRED REVENUE

Revenue from sales of software licenses is recognized upon delivery of the
software product to the customer and satisfaction of significant related
obligations, if any, in accordance with American Institute of Certified Public
Accountants' Statement of Position 91-1, which was effective for all periods
presented. Revenue from customer support is defined and recognized over the
period the customer support services are provided other service revenues are
recognized as services are performed.

ADVERTISING

The Company expenses advertising costs as incurred. Advertising expense was
approximately $104,000 in 1997.

INCOME TAXES

The Company uses the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are determined based on
the difference between financial reporting and income tax bases of assets and
liabilities using the enacted marginal tax rates. Deferred income tax expenses
or credits are based on changes in the asset or liability from period to period.
The temporary differences result primarily from certain reserves and accruals.

STOCK-BASED COMPENSATION

The Company accounts for employee stock-based compensation in accordance
with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25) and related interpretations, in accounting for its employee
stock options rather than the alternative fair value accounting allowed by SFAS
No. 123 "Accounting for Stock Based Compensation" (Statement 123). APB 25
provides that compensation expense relative to the Company's employee stock
options is measured based on the intrinsic value of the stock option.

2. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<S> <C>
Note payable to bank, due in monthly installments of $4,751
including interest at prime plus 1.5 percent (10 percent
at October 31, 1997), through March 18, 2001,
collateralized by a senior security interest in
substantially all assets of the Company, a life insurance
policy and personally guaranteed by the majority
stockholder............................................... $ 179,062
Note payable to bank, due in monthly installments of $7,870
including interest at prime plus 1.5 percent (10 percent
at October 31, 1997), through January 23, 2003,
collateralized by substantially all assets of the Company,
a life insurance policy and personally guaranteed by the
majority stockholder and a limited guaranty by another
stockholder............................................... 400,201
Note payable to investor, due on demand..................... 400,000
Note payable to Mid-Iowa Development Fund, due in monthly
installments of $3,600 including interest at 6 percent
through April 10, 2000, personally guaranteed by the
majority stockholder...................................... 100,000
</TABLE>

F-29
<PAGE> 98
OPIS CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. LONG-TERM DEBT (CONTINUED)
<TABLE>
<S> <C>
Note payable to State of Iowa, bearing no interest and due
in monthly installments of $1,083 through September 15,
2001, collateralized by certain property and personally
guaranteed by the majority stockholder.................... 58,288
Note payable to City of Des Moines, due in annual
installments of $14,193 including interest at 3 percent
through April 1, 2001, collateralized by substantially all
assets of the Company and personally guaranteed by the
majority stockholder...................................... 65,000
Note payable to bank, due in monthly installments of $61
including interest at the bank's base rate plus 2.4
percent (10.9 percent at October 31, 1997) through April
1, 2002................................................... 2,605
----------
1,205,156
Less amounts due within one year............................ 575,107
----------
Long-term debt, less current portion........................ $ 630,049
==========
</TABLE>

Aggregate future maturities of long-term debt are as follows:

<TABLE>
<S> <C>
1998................................................... $ 575,107
1999................................................... 154,614
2000................................................... 196,513
2001................................................... 122,859
2002................................................... 77,852
Thereafter............................................. 78,211
----------
$1,205,156
==========
</TABLE>

3. COMMITMENTS AND CONTINGENCIES

The Company leases office space, vehicles and other equipment under
operating leases expiring at various times through May 2000. Rental expense for
all operating leases was approximately $44,000 in 1997.

At October 31, 1997, the Company's approximate future minimum lease
commitments under operating leases are as follows:

4. EMPLOYEE BENEFIT PLAN

All employees who have attained the age of twenty and have completed two
years of service are eligible for the Company's 401(k) profit sharing plan.
Employee contributions are limited to 20 percent of compensation and subject to
other IRS limitations. Discretionary company contributions to the plan may be
made annually. Plan expense for 1997 was not material.

F-30
<PAGE> 99
OPIS CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. INCOME TAXES

At October 31, 1997, the Company had net operating loss (NOL) carryforwards
for income tax purposes of approximately $1,200,000 which begin to expire in
2009, to the extent not previously utilized. In addition the NOL could be
limited based upon changes in control that have already occurred, or may occur
in the future (see Note 7).

The components of the Company's deferred income taxes are as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Net operating loss carryforward........................... $ 480,000
Other nondeductible reserves.............................. 20,000
---------
500,000
Less valuation reserve.................................... (456,000)
---------
Net deferred tax assets................................... 44,000
Deferred tax liabilities:
Software development costs................................ (44,000)
---------
Net deferred taxes.......................................... $ --
=========
</TABLE>

The Company's valuation reserve changed by $219,000 principally due to the
fiscal year ended October 31, 1997 losses. The Company has fully reserved for
its net deferred tax assets due to the uncertainty of recovery from future
operations.

The Company has no income tax expense or benefit and therefore tax expense
differs from the federal statutory rate by the amount of such rate. The reason
for such difference is an increase in valuation reserves provided for deferred
tax assets.

6. STOCKHOLDERS' DEFICIT

In December 1996, the Company authorized 1,000,000 shares of a new class of
convertible preferred stock and issued 47,770 shares for cash consideration of
$150,000. Each share of preferred stock is convertible into one share of common
stock. The convertible preferred stock provides for cumulative dividends at the
rate of 5 percent payable annually.

The Company has certain stock compensation arrangements pursuant to which
key employees may be granted common stock or options to acquire common stock in
lieu of compensation or bonus. Stock granted is at the discretion of the Board
of Directors and is restricted for transferability whereby the Company and/or
other stockholders have the first right of refusal to purchase stock before it
is sold to an outside investor.

Stock issued for compensation is recorded at its estimated fair market
value as determined by management and/or the Board of Directors. During 1997, a
total of 13,975 shares were issued resulting in compensation expense of $19,435.

Under Statement 123, certain pro forma information is required as if the
Company had accounted for the stock-based compensation under the alternative
fair value method of Statement 123. Pro forma stock compensation expense and net
loss for the fiscal year ended October 31, 1997 were not materially different
from amounts as reported.

7. SUBSEQUENT EVENTS

On December 30, 1997, the Company was merged into a newly formed subsidiary
of SalesLogix Corporation. The Company engaged a third-party to provide
assistance with locating a buyer and paid approximately $90,000 in December 1997
in connection with the service provided. This amount has been included in
general and administrative expenses for the period from November 1, 1997 through
December 30, 1997.

F-31
<PAGE> 100

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors
Enact Incorporated

We have audited the accompanying balance sheets of Enact Incorporated as of
December 31, 1997 and 1998 and the related statements of operations, redeemable
convertible common stock and warrants and stockholders' deficit and cash flows
for the years then ended. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Enact Incorporated at
December 31, 1997 and 1998 and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.

As discussed in Note 9 to the financial statements, the Company's recurring
losses, decreasing revenues and net capital deficiency raise substantial doubt
about its ability to continue as a going concern. Management's plans as to these
matters are described in Note 9. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ ERNST & YOUNG LLP
Columbus, Ohio
March 15, 1999, except for Note 10
as to which the date is
March 24, 1999

F-32
<PAGE> 101

ENACT INCORPORATED

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- MARCH 31,
1997 1998 1999
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 311,595 $ 50,181 $ --
Accounts receivable............................. 19,200 43,520 163,195
Prepaid rent.................................... 4,318 -- --
----------- ----------- -----------
Total current assets.............................. 335,113 93,701 163,195
Property and equipment, net....................... 101,654 118,227 101,492
Other assets...................................... 4,594 -- --
----------- ----------- -----------
$ 441,361 $ 211,928 $ 264,687
=========== =========== ===========

LIABILITIES, REDEEMABLE CONVERTIBLE COMMON STOCK AND WARRANTS AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable................................ $ 20,361 $ 99,991 $ 173,724
Accrued expenses................................ 5,239 24,410 44,463
Deferred revenue................................ 44,750 122,743 437,662
Billings in excess of costs incurred on
contracts.................................... -- -- 83,000
Note payable to stockholders.................... -- 150,000 116,667
----------- ----------- -----------
Total current liabilities......................... 70,350 397,144 855,516
Class B redeemable convertible common stock -- no
par value; 20,000 shares authorized; 15,000
shares issued and outstanding................... 1,460,783 1,472,255 1,475,123
Class C redeemable convertible common stock -- no
par value; 7,500 shares authorized, issued and
outstanding..................................... -- 676,269 685,169
Warrants for Class B redeemable convertible common
stock........................................... 25,000 65,000 65,000
Stockholders' deficit:
Class A common stock -- no par value; 132,500
shares authorized; 50,000 shares issued and
outstanding.................................. 58,555 58,555 58,555
Accumulated deficit............................. (1,173,327) (2,457,295) (2,874,676)
----------- ----------- -----------
Total stockholders' deficit............. (1,114,772) (2,398,740) (2,816,121)
----------- ----------- -----------
$ 441,361 $ 211,928 $ 264,687
=========== =========== ===========
</TABLE>

See accompanying notes.

F-33
<PAGE> 102

ENACT INCORPORATED

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------ ------------------------
1997 1998 1998 1999
--------- ----------- ----------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net revenues:
Licenses............................... $ 133,000 $ 224,175 $ 91,000 $ --
Services............................... 388,033 339,660 95,160 83,451
--------- ----------- ----------- ---------
Total net revenues............. 521,033 563,835 186,160 83,451
Costs of revenues:
Licenses............................... 2,660 4,484 1,820 --
Services............................... 192,789 322,202 45,241 119,884
--------- ----------- ----------- ---------
Total costs of revenues........ 195,449 326,686 47,061 119,884
--------- ----------- ----------- ---------
Gross profit (loss)...................... 325,584 237,149 139,099 (36,433)
Operating expenses:
Sales and marketing.................... 168,200 748,565 82,542 216,711
Product development.................... 344,304 406,985 108,797 78,636
General and administrative............. 337,954 361,843 85,278 73,833
--------- ----------- ----------- ---------
Total operating expenses....... 850,458 1,517,393 276,617 369,180
--------- ----------- ----------- ---------
Loss from operations..................... (524,874) (1,280,244) (137,518) (405,613)
Other income (expense):
Interest income........................ 23,147 2,896 -- --
Interest expense....................... -- (2,347) -- --
--------- ----------- ----------- ---------
Loss before provision for income taxes... (501,727) (1,279,695) (137,518) (405,613)
Provision for income taxes............... -- -- -- --
--------- ----------- ----------- ---------
Net loss................................. $(501,727) $(1,279,695) $ (137,518) $(405,613)
========= =========== =========== =========
</TABLE>

See accompanying notes.
F-34
<PAGE> 103

ENACT INCORPORATED

STATEMENTS OF REDEEMABLE CONVERTIBLE COMMON STOCK AND WARRANTS AND STOCKHOLDERS'
DEFICIT

<TABLE>
<CAPTION>
CLASS B CLASS C WARRANTS FOR CLASS B STOCKHOLDERS' DEFICIT
REDEEMABLE REDEEMABLE REDEEMABLE -------------------
CONVERTIBLE CONVERTIBLE CONVERTIBLE COMMON CLASS A
COMMON STOCK COMMON STOCK STOCK COMMON STOCK
---------------------- -------------------- ---------------------- -------------------
NUMBER NUMBER NUMBER NUMBER
OF SHARES AMOUNT OF SHARES AMOUNT OF WARRANTS AMOUNT OF SHARES AMOUNT
--------- ---------- --------- -------- ----------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1997.................. 15,000 $1,449,311 -- $ -- 3,421 $ 25,000 50,000 $58,555
Accretion to
redemption value.... -- 11,472 -- -- -- -- -- --
Net loss.............. -- -- -- -- -- -- -- --
------ ---------- ----- -------- ------ -------- ------ -------
Balance at December 31,
1997.................. 15,000 1,460,783 -- -- 3,421 25,000 -- 58,555
Expiration of
warrants............ -- -- -- -- (3,421) (25,000) -- --
Issuance of Class C
redeemable
convertible common
stock............... -- -- 7,500 658,468 -- -- -- --
Issuance of
warrants............ -- -- -- -- 3,816 65,000 -- --
Accretion to
redemption value.... -- 11,472 -- 17,801 -- -- -- --
Net loss.............. -- -- -- -- -- -- -- --
------ ---------- ----- -------- ------ -------- ------ -------
Balance at December 31,
1998.................. 15,000 1,472,255 7,500 676,269 3,816 65,000 50,000 58,555
Accretion to redemption
value (unaudited)..... -- 2,868 -- 8,900 -- -- -- --
Net loss (unaudited).... -- -- -- -- -- -- -- --
------ ---------- ----- -------- ------ -------- ------ -------
Balance at March 31,
1999 (unaudited)...... 15,000 $1,475,123 7,500 $685,169 3,816 $ 65,000 50,000 $58,555
====== ========== ===== ======== ====== ======== ====== =======

<CAPTION>
STOCKHOLDERS' DEFICIT
-------------------------

ACCUMULATED
DEFICIT TOTAL
----------- -----------
<S> <C> <C>
Balance at January 1,
1997.................. $ (660,128) $ (601,573)
Accretion to
redemption value.... (11,472) (11,472)
Net loss.............. (501,727) (501,727)
----------- -----------
Balance at December 31,
1997.................. (1,173,327) (1,114,772)
Expiration of
warrants............ 25,000 25,000
Issuance of Class C
redeemable
convertible common
stock............... -- --
Issuance of
warrants............ -- --
Accretion to
redemption value.... (29,273) (29,273)
Net loss.............. (1,279,695) (1,279,695)
----------- -----------
Balance at December 31,
1998.................. (2,457,295) (2,398,740)
Accretion to redemption
value (unaudited)..... (11,768) (11,768)
Net loss (unaudited).... (405,613) (405,613)
----------- -----------
Balance at March 31,
1999 (unaudited)...... $(2,874,676) $(2,816,121)
=========== ===========
</TABLE>

See accompanying notes.

F-35
<PAGE> 104

ENACT INCORPORATED

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------ ----------------------
1997 1998 1998 1999
--------- ----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.................................. $(501,727) $(1,279,695) $(137,518) $(405,613)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization........... 63,147 81,346 15,993 16,735
Provision for bad debts................. -- 20,015 -- --
Changes in operating assets and
liabilities:
Accounts receivable.................. (19,200) (44,335) (18,313) (119,675)
Prepaid rent......................... (4,153) 4,318 -- --
Accounts payable and accrued
expenses........................... 5,961 98,801 (6,576) 93,786
Deferred revenue..................... 44,750 77,993 (17,250) 314,919
Billings in excess of costs.......... -- -- -- 83,000
--------- ----------- --------- ---------
Net cash used in operating activities..... (411,222) (1,041,557) (163,664) (16,848)

INVESTING ACTIVITIES
Net purchases of property and equipment... (40,258) (93,325) (12,564) --
--------- ----------- --------- ---------
Net cash used in investing activities..... (40,258) (93,325) (12,564) --

FINANCING ACTIVITIES
Proceeds from (repayments of) note payable
to stockholders......................... -- 150,000 -- (33,333)
Issuance of Class C redeemable convertible
common stock............................ -- 723,468 -- --
--------- ----------- --------- ---------
Net cash provided by (used in) financing
activities.............................. -- 873,468 -- (33,333)
--------- ----------- --------- ---------
Net decrease in cash and cash
equivalents............................. (451,480) (261,414) (176,228) (50,181)
Cash and cash equivalents at beginning of
period.................................. 763,075 311,595 311,595 50,181
--------- ----------- --------- ---------
Cash and cash equivalents at end of
period.................................. $ 311,595 $ 50,181 $ 135,367 $ --
========= =========== ========= =========
</TABLE>

See accompanying notes.
F-36
<PAGE> 105

ENACT INCORPORATED

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND ORGANIZATION

Enact Incorporated (the Company) is an Ohio company that provides sales
configuration software for managing product catalogs and marketing encyclopedias
and generating proposals, quotes and orders. The Company markets its products to
sales, distribution and resale organizations.

INTERIM FINANCIAL INFORMATION

The financial statements for the three months ended March 31, 1998 and 1999
are unaudited but include all adjustments (consisting only of normal recurring
adjustments) that the Company considers necessary for a fair presentation of
financial position and results of operations. Operating results for the three
months ended March 31, 1999 are not necessarily indicative of the results that
may be expected for any future periods.

USE OF ESTIMATES

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments that potentially subject the Company to a
concentration of credit risk consist principally of accounts receivable. The
Company's accounts receivable at December 31, 1997 and 1998 consisted entirely
of amounts due from one customer. In 1997, one customer represented 87 percent
of total revenues. In 1998, four individual customers represented 40 percent, 22
percent, 20 percent and 14 percent of total revenues.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation of property and
equipment is provided using the straight-line method over the estimated useful
lives of the assets, which is three years for computer equipment, office
furniture and purchased software.

SOFTWARE DEVELOPMENT COSTS

Software development costs are expensed when incurred. Financial accounting
standards provide for the capitalization of certain software development costs
after technological feasibility of the software is established. Under the
Company's current practice of developing new products and enhancements, the
technological feasibility of the underlying software is not established until
substantially all product development is complete, including the development of
a working model.

REVENUE RECOGNITION

F-37
<PAGE> 106
ENACT INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
purchase order or contract is received, delivery of the product has occurred,
collection of the resulting receivable is assessed as probable and the fee is
fixed or determinable based upon vendor-specific objective evidence of the
arrangement.

Certain of the Company's contracts require significant customization and
implementation to meet the customer's requirements. The Company accounts for the
related license fees and services under the completed contract accounting method
since the Company does not yet have the ability to estimate the total costs to
complete such contracts with reasonable accuracy. Accordingly, all revenues and
costs are deferred until the contract is completed unless it becomes apparent
that there will be a loss in which case the estimated loss is recognized. At
December 31, 1998 there were no such contracts in process. At March 31, 1999 the
Company had deferred $146,000 in revenue and $63,000 of costs with respect to
such contracts.

COST OF REVENUES

Cost of licenses includes documentation and other production costs.

Cost of services consists primarily of salaries, related taxes and benefits
and other allocated overhead costs.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash and highly liquid investments
with original maturities of three months or less when acquired and which are
readily convertible to cash.

FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 1998, the Company has the following financial instruments:
cash and cash equivalents, accounts receivable, accounts payable, accrued
expenses and notes payable. The carrying value of cash and cash equivalents,
accounts receivable, accounts payable and accrued expenses approximates their
fair value based on the liquidity of these financial instruments or based on
their short-term nature. The carrying value of the notes payable approximates
fair value based on market interest rates and the short-term nature of the
notes.

INCOME TAXES

The Company accounts for income taxes in accordance with the Financial
Accounting Standards Board Statement of Financial Accounting Standards (SFAS)
No. 109, "Accounting for Income Taxes (Statement 109)." Statement 109 is an
asset and liability method whereby deferred tax assets and liabilities are
determined based upon differences between the financial reporting and income tax
basis of the underlying assets and liabilities using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.

COMPREHENSIVE LOSS

As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income (Statement 130)." Statement 130 establishes new rules for
reporting and display of comprehensive loss and its components. Comprehensive
loss is the same as net loss for all periods presented.

F-38
<PAGE> 107
ENACT INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
--------- ---------
<S> <C> <C>
Computer equipment........................... $ 161,831 $ 214,279
Purchased software........................... 25,135 35,758
Office furniture and other................... 18,011 48,265
--------- ---------
204,977 298,302
Less accumulated depreciation................ (103,323) (180,075)
--------- ---------
$ 101,654 $ 118,227
========= =========
</TABLE>

3. NOTE PAYABLE TO STOCKHOLDERS

On November 2, 1998, the Company obtained financing in the form of a note
payable to the Class B and C redeemable convertible common (Class B and C)
stockholders. The note makes available $200,000, of which $150,000 was
outstanding at December 31, 1998. The note bears interest at 8 percent and is
due 90 days from the execution of the note. Borrowings under the note are
collateralized by substantially all assets of the Company. Payment of the note
is also personally guaranteed by the majority Class A stockholder of the Company
and secured by his pledge of 30,000 shares of Class A common stock. In exchange
for the financing, the Class B and C stockholders obtained the voting rights of
the majority Class A stockholder during the period the note is outstanding. The
note is convertible to an equity instrument at the option of the Class B and C
stockholders. The terms of the conversion are to be negotiated and executed at
the date the conversion option is exercised.

Subsequent to December 31, 1998, the Class B and C stockholders extended
the due date of the note payable to May 2, 1999. In the event of default, the
Class B and C stockholders have the option to exercise their rights under the
Company asset pledge or the personal guaranty of the majority Class A
stockholder. Also in the event of default, the interest rate increases to the
lesser of 15 percent or the highest interest rate available under the law.

4. COMMITMENTS AND CONTINGENCIES

The Company leases office space and certain office equipment under
operating lease agreements expiring through November 14, 1999. Expense
recognized under operating leases was $53,000 for the years ended December 31,
1997 and 1998.

F-39
<PAGE> 108
ENACT INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

4. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Amounts due under operating lease commitments for years subsequent to 1998
amount to $44,000, all of which is due in 1999.

5. EMPLOYEE BENEFIT PLAN

All employees who have attained the age of 21 and have completed 1 year of
service are eligible for the Company's 401(k) retirement plan. Employee
contributions are limited to 15 percent of compensation and subject to other IRS
limitations. The Company does not contribute to the plan.

6. INCOME TAXES

The Company has net operating loss carryforwards at December 31, 1998, of
approximately $2.3 million that begin to expire in 2011. The net operating loss
carryforwards have been fully reserved by a valuation allowance due to the
uncertainties related to their future utilization. The valuation allowance
increased during 1997 and 1998 by $161,000 and $543,000, respectively. The
differences between the Company's effective tax rate and the statutory Federal
income tax rate of 34% is the Federal statutory rate. The reason for such
difference is an increase in the valuation reserves provided for deferred taxes.

The significant components of the Company's deferred tax asset are as
follows:

<TABLE>
<CAPTION>
DECEMBER 31
----------------------
1997 1998
--------- ---------
<S> <C> <C>
Book depreciation in excess of tax.......................... $ 6,000 $ 8,000
Tax revenue in excess of book............................... (34,000) (1,000)
Net operating loss carryforward............................. 349,000 857,000
--------- ---------
Total..................................................... 321,000 864,000
Less valuation allowance.................................. (321,000) (864,000)
--------- ---------
Net deferred tax asset.................................... $ -- $ --
========= =========
</TABLE>

The Company paid no income taxes for the years ended December 31, 1997 and
1998.

7. REDEEMABLE CONVERTIBLE COMMON STOCK AND WARRANTS

On June 7, 1996, the Company issued 15,000 shares of Class B redeemable
convertible common stock (Class B Stock) to two third-party investors for net
cash proceeds of $1,467,619. On July 8, 1998, the Company issued 7,500 shares of
Class C redeemable convertible common stock (Class C Stock) to the same
third-party investors for net cash proceeds of $723,468. Each share of the Class
B and C common stock has no par value and is convertible, at the option of the
holder, into one share of Class A common stock. Upon the liquidation,
dissolution, or winding up of the Company, the Class B and C common stockholders
will be entitled to be paid an amount equal to their original investment, before
any distribution or payment is made to any other class of stockholders of the
corporation.

After June 7, 2001, holders of at least 20 percent of Class B and C stock
may require the Company to redeem all of their shares in eight quarterly
installments beginning with the quarter that notification of redemption was
received. The redemption will occur at the fair value of the shares as
determined by the Company and at least two-thirds of the stockholders of the
convertible stock that is being redeemed. The Company is accreting the Class B
and C stock to the redemption value on the

F-40
<PAGE> 109
ENACT INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

7. REDEEMABLE CONVERTIBLE COMMON STOCK AND WARRANTS (CONTINUED)
straight-line method to June 7, 2001. There has been no change in the estimated
fair value of the Class B and C stock since its issuance.

The Company has outstanding warrants which give the holder the right to
acquire 3,816 shares of the Company's Class B stock. The warrants may be
exercised in whole or in part (but not less than an amount equal to one percent
of the total common shares outstanding) at any time at $91.72 per share, and
expire if not exercised on June 7, 2000. The warrant agreement is structured
such that the Class B stock obtained on conversion is assured of being equal to
five percent of the total number of common shares (including Class A, B and C)
outstanding. If this results in an increase in the number of shares subject to
warrants, the $91.72 exercise price is decreased proportionately.

Warrants to acquire 3,421 shares of Class B stock were originally issued in
conjunction with the sale of the Class B stock in 1996. Class B stock proceeds
in the amount of $25,000 were allocated to the warrants based on an estimate of
fair value. While the warrants were not exercised by their expiration date, the
Company agreed to issue new warrants in conjunction with the sale of the Class C
stock in 1998. Class C stock proceeds in the amount of $65,000 were allocated to
the warrants based on an estimate of fair value. The $25,000 allocated to the
expired warrants was reclassified to accumulated deficit.

8. STOCK OPTIONS

The Company has elected to follow APB 25, in accounting for its employee
stock options. Under APB 25, as long as the exercise price of the Company's
employee stock options equals or exceeds the fair value of the underlying stock
on the date of the grant, no compensation expense is recognized.

In 1996, the Company implemented an incentive stock option program for
certain employees, directors, advisors and consultants. Under the plan, options
to purchase Class A common stock of the Company will be granted to participants
at an exercise price to be determined by the Board of Directors. Incentive stock
options granted under the plan shall be granted to employees only and may not
have an exercise price less than the per share fair market value of the Class A
common stock on the date of the grant. Incentive stock options have a term of
ten years and vest over four years commencing on the one-year anniversary of the
date of the grant.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. For the year
ended December 31, 1998, the pro forma Statement 123 expense was $15,764 and the
pro forma Statement 123 net loss was $1,381,459.

F-41
<PAGE> 110
ENACT INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(THE INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 IS
UNAUDITED)

8. STOCK OPTIONS (CONTINUED)
Option activity under the incentive stock option program is as follows:

<TABLE>
<CAPTION>
PER SHARE WEIGHTED
EXERCISE AVERAGE
SHARES PRICE EXERCISE PRICE
------ --------- --------------
<S> <C> <C> <C>
Outstanding at January 1, 1998........................ -- -- --
Granted............................................. 4,875 $100 $100
Exercised........................................... -- -- --
Expired or canceled................................. -- -- --
----- ---- ----
Outstanding at December 31, 1998...................... 4,875 $100 $100
===== ==== ====
</TABLE>

The weighted average fair value of options granted in 1998 was $22.12, with
a weighted average contractual life of approximately 5 years.

9. GOING CONCERN

The Company has incurred operating losses to date and has negative net
worth and negative working capital at December 31, 1998. To date, the Company
has been funded through debt and equity infusions from certain principal
shareholders. The inability of the Company to attract additional capital and
ultimately, to achieve profitability, could result in discontinuation of the
Company's business.

The Company's ultimate ability to continue as a going concern depends on
the market acceptance of products utilizing its proprietary technology and the
achievement of operating profits and positive cash flow. Management believes
that the Company will be able to attract additional debt or equity financing in
amounts adequate to continue operating through 1999. In addition, the Company
will continue to work with its Class B and C stockholders to extend the due date
of the note payable. Any limitations on the Company's ability to obtain
financing will result in reduction of operating expenses.

10. SUBSEQUENT EVENT

Subsequent to December 31, 1999, the Company and its shareholders have
executed a letter of intent to be acquired by a third party.

F-42
<PAGE> 111

SALESLOGIX CORPORATION AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The unaudited pro forma condensed consolidated financial statements give
effect to the proposed acquisition of Enact Incorporated ("Enact") by
SalesLogix. SalesLogix' proposed acquisition of Enact will be accounted for
using the purchase method of accounting. The assets acquired and liabilities
assumed will be recorded based on their estimated fair values at the date of the
acquisition.

The unaudited pro forma condensed consolidated statements of operations for
the year ended December 31, 1998 and for the three months ended March 31, 1999
give effect to the acquisition of Enact as if it had occurred on January 1, 1998
and January 1, 1999, respectively, and include adjustments directly attributable
to the acquisition of Enact and expected to have a continuing impact on the
combined company. The unaudited pro forma condensed consolidated balance sheet
as of March 31, 1999 gives effect to the acquisition of Enact as if it occurred
on March 31, 1999 and reflects the SalesLogix and Enact balance sheets both as
of March 31, 1998, the most recent historical balance sheets for both companies.
As the pro forma financial statements have been prepared based on estimated fair
values, amounts actually recorded may change upon determination of the total
purchase price and additional analysis of individual assets acquired and
liabilities assumed. There can be no assurance that actual pro forma adjustments
will not vary significantly from the estimated adjustments reflected in the
unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma information is derived from historical financial
statements of the SalesLogix and Enact and should be read in conjunction with
the historical consolidated financial statements and related notes thereto of
the SalesLogix and the historical financial statements and related notes thereto
of Enact. The unaudited pro forma information is presented for illustrative
purposes only and is not necessarily indicative of the financial position or
results of operations that would have been reported if the acquisition had been
consummated as presented in the accompanying unaudited pro forma condensed
consolidated financial statements.

F-43
<PAGE> 112

SALESLOGIX CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

MARCH 31, 1999

<TABLE>
<CAPTION>
PRO FORMA
SALESLOGIX ENACT ADJUSTMENTS
HISTORICAL HISTORICAL NOTE 2 PRO FORMA
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents............. $ 9,354,021 $ -- $ (4,216,666)(a) $ 5,137,355
Accounts receivable, net.............. 6,107,496 163,195 6,270,691
Other current assets.................. 1,705,986 -- (275,000)(b) 1,430,986
----------- ----------- ------------ -----------
Total current assets.......... 17,167,503 163,195 (4,491,666) 12,839,032
Property and equipment, net............. 2,811,732 101,492 2,913,224
Other assets, net....................... 4,281,691 -- 8,468,727(c) 12,750,418
----------- ----------- ------------ -----------
Total assets.................. $24,260,926 $ 264,687 $ 3,977,061 $28,502,674
=========== =========== ============ ===========
Current liabilities:
Accounts payable and accrued
expenses........................... $ 3,700,238 $ 218,187 $ 625,000(d) $ 4,543,425
Current portion of notes payable...... 691,304 116,667 (116,667)(a) 691,304
Current portion of capital lease
obligations........................ 538,484 -- 538,484
Deferred revenue...................... 2,501,966 437,662 (275,000)(b) 2,664,628
Billings in excess of costs incurred
on contracts....................... -- 83,000 -- 83,000
----------- ----------- ------------ -----------
Total current liabilities..... 7,431,992 855,516 233,333 8,520,841
Notes payable, less current portion..... 684,782 -- 684,782
Capital lease obligations, less current
portion............................... 358,947 -- 358,947
Deferred rental obligation.............. 106,239 -- 106,239
Redeemable convertible common stock..... -- 2,225,292 (2,225,292)(e) --
Total stockholders' equity (deficit).... 15,678,966 (2,816,121) 5,969,020(f) 18,831,865
----------- ----------- ------------ -----------
$24,260,926 $ 264,687 $ 3,977,061 $28,502,674
=========== =========== ============ ===========
</TABLE>

See accompanying notes
F-44
<PAGE> 113

SALESLOGIX CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
PRO FORMA
SALESLOGIX ENACT ADJUSTMENTS
HISTORICAL HISTORICAL NOTE 2 PRO FORMA
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Licenses............................ $ 4,224,971 -- $ 4,224,971
Services............................ 2,076,787 83,451 2,160,238
----------- ----------- ----------- -----------
Total revenues................... 6,301,758 83,451 6,385,209
Costs of revenues
Licenses............................ 332,311 -- 332,311
Services............................ 1,350,528 119,884 1,470,412
----------- ----------- ----------- -----------
Total costs of revenues.......... 1,682,839 119,884 1,802,723
----------- ----------- ----------- -----------
Gross profit.......................... 4,618,919 (36,433) 4,582,486
Operating expenses
Sales and marketing................. 3,561,070 216,711 3,777,781
Research and development............ 1,285,747 78,636 1,364,383
General and administrative.......... 587,253 73,833 661,086
Amortization of acquisition related
intangible assets................ 279,046 -- 573,910(g) 852,956
----------- ----------- ----------- -----------
Total operating expenses......... 5,713,116 369,180 573,910 6,656,206
----------- ----------- ----------- -----------
Loss from operations.................. (1,094,197) (405,613) (573,910) (2,073,720)
Interest and other income, net........ 47,623 -- 47,623
----------- ----------- ----------- -----------
Loss before provision for income
taxes............................... (1,046,574) (405,613) (573,910) (2,026,097)
Provision for income taxes............ -- -- -- --
----------- ----------- ----------- -----------
Net loss.............................. $(1,046,574) $ (405,613) $ (573,910) $(2,026,097)
=========== =========== =========== ===========
Historical basic and diluted net loss
per share........................... $ (0.30) $ (0.53)
===========
Pro forma basic and diluted net loss
per share........................... $ (0.08) $ (0.15)
=========== ===========
Shares used in historic basic and
diluted net loss per share.......... 3,442,778 407,531(h) 3,850,309
=========== =========== ===========
Shares used in computation of pro
forma basic and diluted net loss per
share............................... 13,488,214 407,531(h) 13,895,745
=========== =========== ===========
</TABLE>

See accompanying notes
F-45
<PAGE> 114

SALESLOGIX CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
PRO FORMA
SALESLOGIX ENACT ADJUSTMENTS
HISTORICAL HISTORICAL NOTE 2 PRO FORMA
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues
Licenses........................... $10,105,401 $ 224,175 $ 10,329,576
Services........................... 5,537,210 339,660 5,876,870
----------- ----------- ----------- ------------
Total revenues.................. 15,642,611 563,835 16,206,446
Costs of revenues
Licenses........................... 604,039 4,484 608,523
Services........................... 4,299,004 322,202 4,621,206
----------- ----------- ----------- ------------
Total costs of revenues......... 4,903,043 326,686 5,229,729
----------- ----------- ----------- ------------
Gross profit......................... 10,739,568 237,149 10,976,717
Operating expenses
Sales and marketing................ 10,029,741 748,565 10,778,306
Research and development........... 3,845,179 406,985 4,252,164
General and administrative......... 2,150,928 361,843 2,512,771
Amortization of acquisition related
intangible assets............... 1,436,185 -- 2,295,640(g) 3,731,825
----------- ----------- ----------- ------------
Total operating expenses........ 17,462,033 1,517,393 2,295,640 21,275,066
----------- ----------- ----------- ------------
Loss from operations................. (6,722,465) (1,280,244) (2,295,640) (10,298,349)
Interest and other income, net....... 130,627 549 131,176
----------- ----------- ----------- ------------
Loss before provision for income
taxes.............................. (6,591,838) (1,279,695) (2,295,640) (10,167,173)
Provision for income taxes........... -- -- -- --
----------- ----------- ----------- ------------
Net loss............................. $(6,591,838) $(1,279,695) $(2,295,640) $(10,167,173)
=========== =========== =========== ============
Historic basic and diluted net loss
per share.......................... $ (1.75) $ (2.43)
=========== ============
Pro forma basic and diluted net loss
per share.......................... $ (0.54) $ (0.80)
=========== ============
Shares used in historic basic and
diluted net loss per share......... 3,770,703 407,531(h) 4,178,234
=========== =========== ============
Shares used in computation of pro
forma basic and diluted net loss
per share.......................... 12,310,517 407,531(h) 12,718,048
=========== =========== ============
</TABLE>

See accompanying notes
F-46
<PAGE> 115

SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The Company has executed a letter of intent to acquire Enact Incorporated
("Enact").

The unaudited pro forma condensed consolidated statements of operations
reflect the effects of the proposed acquisition of Enact, assuming the
acquisition had occurred as of January 1, 1998 for the year ended December 31,
1998 and January 1, 1999 for the three months ended March 31, 1999. The
unaudited pro forma condensed consolidated balance sheet as of March 31, 1999
reflects the effects of the proposed acquisition of Enact, assuming the
acquisition had occurred on March 31, 1999. The unaudited pro forma information
presented is not necessarily indicative of future consolidated results of
operations of SalesLogix or the condensed consolidated results of operations
that would have resulted had the acquisition taken place on January 1, 1998.

2. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL ADJUSTMENTS

The accompanying unaudited pro forma condensed consolidated financial
statements reflect the following pro forma adjustments.

(a) Represents the cash portion of the purchase price and the repayment
of the Enact notes payable.

(b) To reflect the elimination of a deposit made by Saleslogix to Enact.

(c) The preliminary allocation of the purchase price resulted in
intangible assets, primarily capitalized technology and goodwill, of
$8,468,727, which are amortized on a straight-line basis over five years.
In connection with the acquisition, SalesLogix estimates that it will
record a charge of approximately $900,000 for in-process research and
development upon closing of the acquisition. In-process research and
development charges have not been reflected in the pro forma condensed
consolidated statement of operations for the year ended December 31, 1998
or for the three months ended March 31, 1999 as they are considered a
nonrecurring charge.

(d) To reflect the estimated costs of the acquisition to be paid as of
March 31, 1999.

(e) To reflect the retirement of the outstanding redeemable convertible
Class B and Class C common shares of Enact.

(f) To reflect the retirement of the outstanding Class A common stock of
Enact and the issuance of 407,531 shares of SalesLogix common stock and
37,282 common stock options. Also gives effect to the write-off of $900,000
of acquired in-process research and development.

(g) To reflect the amortization of acquisition related intangible assets
including the amortization relating to the 201,893 shares subject to three
year monthly vesting based on the continued employment of certain officers
of Enact.

(h) To reflect additional shares to be issued in the acquisition
(excludes restricted shares which are antidilutive common stock
equivalents).

3. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED HISTORIC AND PRO FORMA NET LOSS
PER SHARE

The net loss per share and shares used in computing the net loss per share
for the year ended December 31, 1998 and the three months ended March 31, 1999
are based upon historical weighted average common shares outstanding for
historical per share amounts, and are further adjusted to reflect the issuance,
as of January 1, 1998 and January 1, 1999, respectively of shares as described
in Note 2 to these Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements, and the conversion of all preferred shares into common shares for
pro forma per share amounts. The

F-47
<PAGE> 116
SALESLOGIX CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

SalesLogix common stock issuable upon the exercise of stock options have been
excluded as the effect would be anti-dilutive.

4. ALLOCATION OF THE PURCHASE PRICE

The following table represents the preliminary allocation of the purchase
price (in thousands):

<TABLE>
<S> <C>
Purchased technology........................................ $2,800,000
Goodwill.................................................... 5,668,727
Write-off of in-process research and development............ 900,000
Net liabilities acquired, including costs of acquisition.... (1,215,829)
Less: common stock issued................................... (4,052,899)
----------
Cash portion of purchase price.............................. $4,099,999
==========
</TABLE>

SalesLogix is in process of obtaining a final valuation of the intangible
assets acquired from an independent third party. Purchased technology and
goodwill will be amortized over five years. SalesLogix also expects that Enact
will continue to incur net losses from March 31, 1999 until the acquisition is
consummated. Such losses will have the effect of increasing the amount of net
liabilities to be acquired with a corresponding increase to goodwill and related
future amortization expense.

F-48
<PAGE> 117

INSIDE BACK COVER

[ARTWORK - SALESLOGIX SCREEN SHOTS]

DESCRIPTION

Conceptual overview of SalesLogix product. Includes visual
representations of product working in remote, networked, web-based or PDA
environment along with administrative view of patented guided selling process.

TEXT

SalesLogix. Everywhere you need it.

SalesLogix delivers a comprehensive interactive selling network solution that
delivers feature-rich sales automation tools to today's mobile sales force via
laptops, PalmPilot(TM) or Windows(R) CE devices. The SalesLogix system is easily
and quickly installed and a powerful database integration tool links SalesLogix
with legacy systems or external data sources.

[SCREEN CAPTIONS TO COME].

Labels and brief descriptions with each screen shot.

<PAGE> 118

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

3,325,000 SHARES

[SALES LOGIX LOGO]

COMMON STOCK

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

PROSPECTUS
--------------------

HAMBRECHT & QUIST BANCBOSTON ROBERTSON STEPHENS
U.S. BANCORP PIPER JAFFRAY

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

, 1999
--------------------

YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL AND SEEKING OFFERS TO BUY,
SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.

NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO
PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS IN ANY SUCH JURISDICTION. PERSONS WHO COME INTO POSSESSION OF
THIS PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND
THE DISTRIBUTION OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION.

UNTIL , 1999 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS),
ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SHARES OF COMMON STOCK MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION
TO DELIVER A PROSPECTUS WHEN ACTING AS AN UNDERWRITER AND WITH THE RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 119

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the sale of the common stock being registered hereby. All amounts shown are
estimates, except the Securities and Exchange Commission registration fee, the
NASD filing fee and the Nasdaq National Market listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 11,694
NASD filing fee............................................. 4,707
Nasdaq National Market listing fee.......................... 95,000
Blue Sky fees and expenses.................................. 5,000
Printing and engraving expenses............................. 150,000
Legal fees and expenses..................................... 200,000
Accounting fees and expenses................................ 200,000
Transfer Agent and Registrar fees........................... 10,000
Miscellaneous expenses...................................... 73,599
--------
Total............................................. $750,000
========
</TABLE>

- ------------------------------
* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's fifth restated certificate of incorporation ("Restated
Certificate") provides that the Company shall indemnify directors, officers and
their legal representatives to the fullest extent permitted by the Delaware
general corporate law ("DGCL"). The DGCL contains an extensive indemnification
provision which provides that a corporation shall have the power to 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 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 the request of the corporation as a director, officer, employee or
agent of 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. In suits by or in the
right of a corporation, only expenses and not judgments, fines and amounts paid
in settlement may be indemnified against. In addition, if a director or
successfully defends against such action, suit or proceeding, such officer or
director must be indemnified against expenses.

The Restated Certificate also provides that directors of the Company shall
not be personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty. However, this provision does not eliminate or
limit the liability of a director for breach of the director's duty of loyalty
to the Company or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
payment of dividends or distributions or the redemption or purchase of the
Company's shares of stock in violation of the DGCL, or for any transaction from
which the director derives an improper personal benefit. This provision does not
affect any liability of a director or officer under the federal securities laws.

The Restated Certificate requires and the DGCL authorizes, the Company to
indemnify directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for

II-1
<PAGE> 120

liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). The directors and officers of the registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by the registrant for such
purpose.

The underwriting agreement (Exhibit 1.1 hereto) provides for
indemnification by the underwriters of the registrant and its executive officers
and directors and by the registrant of the underwriters, for certain
liabilities, including liabilities arising under the Securities Act, in
connection with matters specifically provided in writing by the underwriters for
inclusion in this Registration Statement.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since January 1996, the registrant has issued and sold unregistered
securities as follows:

1. In January 1996, the registrant issued 4,500,000 shares of Series A
Preferred Stock, which are convertible into 3,000,000 shares of Common
Stock, to four investors, consisting of InnoCal, L.P., Canaan Ventures II
Limited Partnership, Cannan Ventures Offshore Limited Partnership, C.V. and
Newtek Ventures II, L.P., for a consideration of $1.00 per share of Series
A Preferred Stock, or an aggregate of $4,500,000. The foregoing purchases
and sales were exempt from registration under the Securities Act pursuant
to Section 4(2) thereof on the basis that the transactions did not involve
a public offering.

2. In May 1996, the registrant issued 33,333 shares of Class A Common
Stock to an employee in exchange for proprietary intellectual property,
valued at $5,000 based on the price of other third party equity
transactions. The foregoing purchase and sale was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof on the basis that
the transactions did not involve a public offering.

3. In October 1996, the registrant issued 85,000 shares of Series A
Preferred Stock, which are convertible into 56,669 shares of Common Stock,
to three investors, consisting of Deepak Kamra, Morris Ventures and John M.
Purtell, for a consideration of $1.00 per share of Series A Preferred
Stock, or an aggregate of $85,000. The foregoing purchases and sales were
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof on the basis that the transactions did not involve a public
offering.

4. In March 1997, the registrant issued 4,031,057 shares of Series C
Preferred Stock, which are convertible into 2,687,375 shares of Common
Stock, to thirteen investors, Sigma Partners III, L.P., Sigma Associates
III, L.P., Sigma Investors III, L.P., John R. Mandile, InnoCal, L.P.,
Canaan Ventures II Limited Partnership, Canaan Ventures Offshore Limited
Partnership, C.V., Newtek Ventures II, L.P., Comdisco, Inc., Morris
Ventures, Deepak Kamra, Brinson Venture Capital Fund III, L.P. and Brinson
Map Venture Capital Fund III Trust, for a consideration of $1.61 per share
of Series C Preferred Stock, or an aggregate of $6,490,002. The foregoing
purchases and sales were exempt from registration under the Securities Act
pursuant to Section 4(2) thereof on the basis that the transactions did not
involve a public offering.

5. In December 1997, the registrant issued 1,228,654 shares of Series D
Preferred Stock for a consideration of $3.21 per share of Series D
Preferred Stock, or an aggregate of $3,943,979 and options to purchase
96,836 shares of Series D Preferred Stock at an exercise price of $.8515
per share, which are convertible into an aggregate of 883,664 shares of
Common Stock, to stockholders and option holders of Opis Corporation in
connection with the acquisition of Opis by the Company. The foregoing
purchases and sales were exempt from registration under the Securities Act
pursuant to Section 4(2) thereof on the basis that the transactions did not
involve a public offering.

6. In June 1998, the registrant issued 3,940,887 shares of Series E
Preferred Stock, which are convertible into an aggregate of 2,627,264
shares of Common Stock, to nineteen investors, consisting of all of the
Series C investors, except that Canaan Equity L.P. replaced the two Canaan
II-2
<PAGE> 121

entities and Anthony P. Morris replaced Morris Ventures, plus Sierra
Ventures VI, L.P., SV Associates VI, L.P., G&H Partners, Robert Simon, The
Goldman Sachs Group, L.P., Stone Street Fund 1998, L.P. and Bridge Street
Fund 1998, L.P., for a consideration of $4.06 per share of Series E
Preferred Stock, or an aggregate of $16,000,000. The foregoing purchases
and sales were exempt from registration under the Securities Act pursuant
to Section 4(2) thereof on the basis that the transactions did not involve
a public offering.

7. In December 1998, the registrant issued 615,764 shares of Series E
Preferred Stock, which are convertible into an aggregate of 410,510 shares
of Common Stock, to six investors, consisting of Sierra Ventures VI, L.P.,
SV Associates VI, L.P., Canaan Equity, L.P., Deepak Kamra, Eric Young and
Gregory Kopchinski, for a consideration of $4.06 per share of Series E
Preferred Stock, or an aggregate of $2,500,000. The foregoing purchases and
sales were exempt from registration under the Securities Act pursuant to
Section 4(2) thereof on the basis that the transactions did not involve a
public offering.

8. From January 1996 through March 31, 1999, the registrant granted
stock options to purchase 3,223,843 shares of common stock, with exercise
prices ranging from $.15 to $9.00 per share, to employees and consultants
pursuant to its 1996 Equity Incentive Plan. Of these options, options for
475,838 shares have been canceled without being exercised, options for
1,254,135 shares have been exercised, options for 1,493,870 shares remain
outstanding and 1,751,995 shares remain available for future grant. The
sales and issuances of these securities were exempt from registration under
the Securities Act pursuant to Rule 701 promulgated thereunder on the basis
that these options were offered and sold either pursuant to a written
compensatory benefit plan or pursuant to written contracts relating to
consideration, as provided by Rule 701.

9. From January 1998 through March 31, 1999, the registrant granted
stock options to purchase 87,503 shares of common stock, with exercise
prices ranging from $.60 to $9.00 per share, to its Business Partners
pursuant to its 1998 Business Partner Stock Option Plan. Of these options,
4,000 options have been canceled without being exercised, 500 options have
been exercised, options for 83,003 shares remain outstanding and 66,497
shares remain available for future grant. The sales and issuances of these
securities were exempt from registration under the Securities Act pursuant
to Rule 701 promulgated thereunder on the basis that these options were
offered and sold either pursuant to a written compensatory benefit plan or
pursuant to written contracts relating to consideration, as provided by
Rule 701.

10. Concurrent with this public offering, The Goldman Sachs Group, L.P.
and two affiliates, all of whom are existing stockholders, have agreed to
purchase an aggregate of $3.5 million of our common stock in a private
placement at a price per share equal to our initial public offering price,
less 3.5%. This purchase and sale will be exempt from registration under
the Securities Act pursuant to Section 4(2) thereof on the basis that the
transaction does not involve a public offering.

11. In connection with the registrant's proposed acquisition of Enact
Incorporated, the registrant expects to issue 609,424 shares of its common
stock, of which 201,893 shares are restricted subject to three year annual
vesting based upon the continued employment of certain Enact officers. This
purchase and sale will be exempt from registration under the Securities Act
pursuant to Section 4(2) thereof on the basis that the transaction does not
involve a public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
1.1* Form of underwriting agreement.
3.1+ Fourth Restated Certificate of Incorporation of the
registrant.
</TABLE>

II-3
<PAGE> 122

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
3.2+ Certificate of Amendment to Fourth Restated Certificate of
Incorporation of registrant dated December 23, 1998.
3.3+ Certificate of Amendment to Fourth Restated Certificate of
Incorporation of registrant dated March 23, 1999.
3.4+ Form of Fifth Restated Certificate of Incorporation of the
registrant to be filed in connection with the closing of
this offering.
3.5+ Form of Second Restated Bylaws of the registrant to be
effective upon filing of the Fifth Restated Certificate.
4.1+ Amended and Restated Investors' Rights Agreement, dated as
of June 4, 1998, by and among the registrant and the parties
named therein.
4.2+ Opis Investors' Rights Agreement, dated as of December 30,
1997, among the registrant and the parties named therein.
4.3+ Warrant to Purchase Stock, dated December 2, 1997, issued to
Silicon Valley Bank that includes piggyback registration
rights.
5.1* Opinion of Osborn Maledon, P.A. as to the legality of the
shares.
10.1+ Office Lease Agreement, dated as of June 17, 1998, between
Gainey Ranch Corporate Center and the registrant.
10.2+ Second Amended and Restated Loan and Security Agreement,
dated as of December 2, 1997, between Silicon Valley Bank
and the registrant and modifications thereto.
10.3+ Master Equipment Lease dated June 7, 1996 between the
registrant and Comdisco, Inc., including subsequent
schedules of equipment.
10.4+ 1996 Equity Incentive Plan, as amended.
10.5+ 1998 Business Partner Stock Option Plan, as amended.
10.6+ 1999 Non-Employee Director Stock Option Plan, to be
effective on consummation of this offering.
10.7+ 1999 Employee Stock Purchase Plan, to be effective on
consummation of this offering.
10.8+ Employment Agreement dated January 17, 1996 with Patrick M.
Sullivan.
10.9+ Employment Agreement dated December 30, 1997 with Doug J.
Nicholas.
10.10+ Form of employee proprietary rights agreement.
10.11+ Software License Agreement dated February 19, 1997 between
the registrant and The McCosker Corporation.
10.12+** Software Distribution License Agreement dated October 30,
1997 between the registrant and IQ Software.
10.13+** Intellisync Runtime License Agreement dated December 18,
1998 between the registrant and Puma Technology.
10.14+** No-Nonsense VAR Agreement dated September 10, 1996 between
the registrant and Borland International, as amended.
10.15+ OEM License Agreement dated June 28, 1997 between Seagate
Software Information Management Group and Opis Corporation,
registrant's predecessor in interest, as amended.
10.16+ OEM Agreement dated May 28, 1996 between Verity, Inc. and
Opis Corporation, registrant's predecessor in interest, as
amended.
10.17+ Form of standard multi-user license and warranty agreement.
10.18+ Form of extended software license agreement.
10.19+ Form of software Business Partner agreement.
</TABLE>

II-4
<PAGE> 123

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
10.20+ Form of OEM partner agreement.
10.21+ Form of premium care maintenance and technical support
agreement.
10.22+ Form of standard consulting agreement.
21.1+ Subsidiaries of the registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4* Consent of Osborn Maledon, P.A. (contained in the opinion
filed as Exhibit 5.1 hereto).
24.1+ Power of Attorney (contained on signature page).
27.1 Financial Data Schedule.
</TABLE>

- ------------------------------
* To be filed by amendment.

+ Filed previously.

** Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission.

(b) Financial Statement Schedules

Section II--Valuation and Qualifying Accounts

Other financial statement schedules have not been presented, as they are
not applicable.

ITEM 17. UNDERTAKINGS

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 provisions described in Item 14, 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 of 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.

The undersigned registrant hereby undertakes to provide to the
underwriters, at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.

II-5
<PAGE> 124

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Phoenix, State of Arizona, on the 16th day of April, 1999.

SALESLOGIX CORPORATION

By: /s/ PATRICK M. SULLIVAN
------------------------------------
Patrick M. Sullivan
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities indicated below on the 16th day of April, 1999.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>

/s/ PATRICK M. SULLIVAN President, Chief Executive Officer and
- ----------------------------------------------------- Chairman of the Board (Principal Executive
Patrick M. Sullivan Officer)

/s/ GARY R. ACORD Vice President, Chief Financial Officer,
- ----------------------------------------------------- Secretary and Treasurer (Principal Financial
Gary R. Acord and Accounting Officer)

*HARRY LAMBERT Director
- -----------------------------------------------------
Harry Lambert

*DEEPAK KAMRA Director
- -----------------------------------------------------
Deepak Kamra

*ANTHONY P. MORRIS Director
- -----------------------------------------------------
Anthony P. Morris

*DAVID C. SCHWAB Director
- -----------------------------------------------------
David D. Schwab

*CRAIG A. CONWAY Director
- -----------------------------------------------------
Craig A. Conway

*By: /s/ GARY R. ACORD
------------------------------------------------
Gary R. Acord
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 125

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

SALESLOGIX CORPORATION
DECEMBER 31, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- --------------------- ------------ ----------------------- ------------ ----------
ADDITIONS
-----------------------
CHARGED TO
BALANCE OF CHARGED TO OTHER BALANCE AT
BEGINNING COSTS AND ACCOUNTS-- DEDUCTION -- END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE(1) PERIOD
- ----------- ------------ ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Year ended December
31, 1996 Deducted
from asset
accounts:
Allowance for
doubtful
accounts........ -- -- -- -- --
Year ended December
31, 1997 Deducted
from asset
accounts:
Allowance for
doubtful
accounts........ -- 181 -- -- 181
Year ended December
31, 1998 Deducted
from asset
accounts:
Allowance for
doubtful
accounts........ 181 666 -- 392 455
</TABLE>

- ------------------------------
(1) Uncollectible accounts written off, net of recoveries.

II-7
<PAGE> 126

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1* Form of underwriting agreement.
3.1+ Fourth Restated Certificate of Incorporation of the
registrant.
3.2+ Certificate of Amendment to Fourth Restated Certificate of
Incorporation of registrant dated December 23, 1998.
3.3+ Certificate of Amendment to Fourth Restated Certificate of
Incorporation of registrant dated March 23, 1999.
3.4+ Form of Fifth Restated Certificate of Incorporation of the
registrant to be filed in connection with the closing of
this offering.
3.5+ Form of Second Restated Bylaws of the registrant to be
effective upon filing of the Fifth Restated Certificate.
4.1+ Amended and Restated Investors' Rights Agreement, dated as
of June 4, 1998, by and among the registrant and the parties
named therein.
4.2+ Opis Investors' Rights Agreement, dated as of December 30,
1997, among the registrant and the parties named therein.
4.3+ Warrant to Purchase Stock, dated December 2, 1997, issued to
Silicon Valley Bank that includes piggyback registration
rights.
5.1* Opinion of Osborn Maledon, P.A. as to the legality of the
shares.
10.1+ Office Lease Agreement, dated as of June 17, 1998, between
Gainey Ranch Corporate Center and the registrant.
10.2+ Second Amended and Restated Loan and Security Agreement,
dated as of December 2, 1997, between Silicon Valley Bank
and the registrant and modifications thereto.
10.3+ Master Equipment Lease dated June 7, 1996 between the
registrant and Comdisco, Inc., including subsequent
schedules of equipment.
10.4+ 1996 Equity Incentive Plan, as amended.
10.5+ 1998 Business Partner Stock Option Plan, as amended.
10.6+ 1999 Non-Employee Director Stock Option Plan, to be
effective on consummation of this offering.
10.7+ 1999 Employee Stock Purchase Plan, to be effective on
consummation of this offering.
10.8+ Employment Agreement dated January 17, 1996 with Patrick M.
Sullivan.
10.9+ Employment Agreement dated December 30, 1997 with Doug J.
Nicholas.
10.10+ Form of employee proprietary rights agreement.
10.11+ Software License Agreement dated February 19, 1997 between
the registrant and The McCosker Corporation.
10.12+** Software Distribution License Agreement dated October 30,
1997 between the registrant and IQ Software.
10.13+** Intellisync Runtime License Agreement dated December 18,
1998 between the registrant and Puma Technology.
10.14+** No-Nonsense VAR Agreement dated September 10, 1996 between
the registrant and Borland International, as amended.
10.15+ OEM License Agreement dated June 28, 1997 between Seagate
Software Information Management Group and Opis Corporation,
registrant's predecessor in interest, as amended.
</TABLE>

<PAGE> 127

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.16+ OEM Agreement dated May 28, 1996 between Verity, Inc. and
Opis Corporation, registrant's predecessor in interest, as
amended.
10.17+ Form of standard multi-user license and warranty agreement.
10.18+ Form of extended software license agreement.
10.19+ Form of software Business Partner agreement.
10.20+ Form of OEM partner agreement.
10.21+ Form of premium care maintenance and technical support
agreement.
10.22+ Form of standard consulting agreement.
21.1+ Subsidiaries of the registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Ernst & Young LLP, Independent Auditors.
23.4* Consent of Osborn Maledon, P.A. (contained in the opinion
filed as Exhibit 5.1 hereto).
24.1+ Power of Attorney (contained on signature page).
27.1 Financial Data Schedule.
</TABLE>

- ------------------------------
* To be filed by amendment.

+ Filed previously.

** Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Financial Data" and to the use of our report dated
January 29, 1999, except Note 15, as to which the date is March 24, 1999, with
respect to the financial statements of SalesLogix Corporation included in the
Registration Statement (Form S-1) and in the related Prospectus of SalesLogix
Corporation for the registration of shares of its common stock.

Our audit also included the financial statement schedule of SalesLogix
Corporation listed in Item 16(b). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

Phoenix, Arizona

April 16, 1999

<PAGE> 1

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 22, 1999, with respect to the financial
statements of Opis Corporation included in the Registration Statement (Form S-1)
and in the related Prospectus of SalesLogix Corporation for the registration of
shares of its common stock.

/s/ ERNST & YOUNG LLP

Phoenix, Arizona

April 16, 1999

<PAGE> 1

EXHIBIT 23.3

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 15, 1999, except for Note 10, as to which the
date is March 24, 1999, with respect to the financial statements of Enact
Incorporated included in the Registration Statement (Form S-1) and in the
related Prospectus of SalesLogix Corporation for the registration of shares of
its common stock.

/s/ ERNST & YOUNG LLP

Columbus, Ohio

April 16, 1999

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the audited
financial statements of SalesLogix Corporation and subsidiary as of December 31,
1998.

</LEGEND>

<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1998 MAR-31-1999
<CASH> 11,377,236 9,354,021
<SECURITIES> 0 0
<RECEIVABLES> 5,025,115 6,747,362
<ALLOWANCES> (455,396) (639,866)
<INVENTORY> 0 0
<CURRENT-ASSETS> 16,869,335 17,167,503
<PP&E> 3,611,238 4,221,451
<DEPRECIATION> (1,067,152) (1,409,719)
<TOTAL-ASSETS> 23,974,158 24,260,926
<CURRENT-LIABILITIES> 6,026,608 7,431,992
<BONDS> 0 0
0 0
33,482,215 33,482,215
<COMMON> 3,301 3,549
<OTHER-SE> (16,885,428) (17,806,798)
<TOTAL-LIABILITY-AND-EQUITY> 23,974,158 24,260,926
<SALES> 10,105,401 4,224,971
<TOTAL-REVENUES> 15,642,611 6,301,758
<CGS> 4,903,043 1,682,839
<TOTAL-COSTS> 17,462,033 5,713,116
<OTHER-EXPENSES> (23,017) (34)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (107,610) (47,589)
<INCOME-PRETAX> (6,591,838) (1,046,574)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (6,591,838) (1,046,574)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (6,591,838) (1,046,574)
<EPS-PRIMARY> (1.75) (0.08)
<EPS-DILUTED> (1.75) (0.08)

</TABLE>