SILVERSTREAM SOFTWARE INC, S-1/A, 2000-01-25

SILVERSTREAM SOFTWARE INC
S-1/A, 2000-01-25
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000

REGISTRATION NO. 333-94103
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

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

SILVERSTREAM SOFTWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------

<TABLE>
<S> <C> <C>
DELAWARE 7372 04-3318325
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

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

ONE BURLINGTON WOODS, SUITE 200
BURLINGTON, MASSACHUSETTS 01803
(781) 238-5400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
DAVID A. LITWACK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SILVERSTREAM SOFTWARE, INC.
ONE BURLINGTON WOODS, SUITE 200
BURLINGTON, MA 01803
(781) 238-5400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------------
COPIES TO:

<TABLE>
<S> <C>
MARK G. BORDEN, ESQ. JOHN A. MELTAUS, ESQ.
JOHN H. CHORY, ESQ. TESTA, HURWITZ & THIBEAULT, LLP
HALE AND DORR LLP 125 HIGH STREET
60 STATE STREET BOSTON, MASSACHUSETTS 02110
BOSTON, MASSACHUSETTS 02109 TELEPHONE: (617) 248-7000
TELEPHONE: (617) 526-6000 TELECOPY: (617) 248-7100
TELECOPY: (617) 526-5000
</TABLE>

-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.

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, 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. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(1)(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per
share
Previously filed.................... 2,070,000 shares $117.50 $243,225,000 $64,212(3)
Additional shares to be registered
pursuant to this Amendment........ 230,000 shares $ 91.91 $ 21,139,300 $ 5,581
- ---------------------------------------------------------------------------------------------------------------------------
Total................................. 2,300,000 shares $69,793
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</TABLE>

(1) Includes 300,000 shares which the underwriters have options to purchase from
the Company solely to cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933
based upon prices on the Nasdaq National Market on December 31, 1999 and
January 20, 2000.

(3) Previously paid.

------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 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 we are not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.

PROSPECTUS (Subject To Completion)

Issued January , 2000

2,000,000 Shares

[SILVERSTREAM LOGO]

COMMON STOCK
------------------------

SILVERSTREAM SOFTWARE, INC. IS OFFERING 1,245,851 SHARES AND THE SELLING
STOCKHOLDERS ARE OFFERING 754,149 SHARES.

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

OUR COMMON STOCK IS LISTED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL
"SSSW." ON JANUARY 24, 2000, THE REPORTED LAST SALE PRICE OF THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET WAS $106.875 PER SHARE.

------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 7.
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PRICE $ A SHARE
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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS SILVERSTREAM STOCKHOLDERS
-------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Per Share................... $ $ $ $
Total....................... $ $ $ $
</TABLE>

SilverStream has granted the underwriters the right to purchase up to an
additional 300,000 shares of common stock to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on
, 2000.
------------------------
MORGAN STANLEY DEAN WITTER
ROBERTSON STEPHENS
SG COWEN
, 2000
<PAGE> 3

TABLE OF CONTENTS

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PAGE
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PROSPECTUS SUMMARY.................... 3
RISK FACTORS.......................... 7
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS.......................... 16
USE OF PROCEEDS....................... 17
DIVIDEND POLICY....................... 17
PRICE RANGE OF COMMON STOCK........... 17
CAPITALIZATION........................ 18
DILUTION.............................. 19
SELECTED CONSOLIDATED FINANCIAL
DATA................................ 20
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS....................... 22
</TABLE>

<TABLE>
<CAPTION>
PAGE
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<S> <C>
BUSINESS.............................. 33
MANAGEMENT............................ 48
CERTAIN TRANSACTIONS.................. 53
PRINCIPAL AND SELLING STOCKHOLDERS.... 55
DESCRIPTION OF CAPITAL STOCK.......... 58
SHARES ELIGIBLE FOR FUTURE SALE....... 60
UNDERWRITERS.......................... 62
LEGAL MATTERS......................... 63
EXPERTS............................... 63
ADDITIONAL INFORMATION................ 63
INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS.......................... F-1
</TABLE>

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
WHICH IS CONTAINED IN THIS PROSPECTUS. WE AND THE SELLING STOCKHOLDERS ARE
OFFERING TO SELL SHARES OF COMMON STOCK 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 THE COMMON STOCK.

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<PAGE> 4

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information regarding SilverStream and the common stock being sold in this
offering and our Consolidated Financial Statements and Notes thereto appearing
elsewhere in this prospectus.

SILVERSTREAM SOFTWARE, INC.

SilverStream is a global provider of software and services that enable
businesses and other large organizations to create, deploy and manage software
programs for intranets, extranets and the Internet. The advantages of Web-based
technology are driving the creation of a new generation of business-transforming
software programs. These powerful Web-based programs, or Web applications, link
a broad universe of customers, vendors, employees and partners with multiple,
diverse data sources. We believe our products and services help our customers to
rapidly develop Web applications that are reliable, secure and able to handle
increasing and variable volumes of user traffic, commonly known as being
scalable. Using our products and services, organizations can create and deploy
robust Web applications in diverse areas such as e-commerce,
business-to-business commerce, enterprise portals, employee self-service, supply
chain management and customer service.

Organizations are using Web applications to conduct "e-business," which
encompasses business-to-business, business-to-employee and business-to-consumer
transactions. These organizations recognize that if they are able to offer
easy-to-access, compelling, real-time applications as a means of transacting
business and interacting with business partners and customers, they can create
closer and more enduring business relationships, new efficiencies and
significant competitive and strategic advantages. To date, organizations have
been required to use many different development tools, programming languages and
technologies, often from different vendors, and have had to rely on custom
programming and complex integration activities to develop their Web
applications. These applications have often been difficult and expensive to
create, deploy and manage. In order to compete in this dynamic e-business
environment, organizations need expandable, reliable and secure solutions that
shorten the development time for powerful new Web applications.

SilverStream's products and services are designed to help our customers
meet the new challenges posed by Web-based technology and applications. Our
products consist of an application server, an integrated set of development
tools and enterprise data connectors. Our Application Server is a software
product that provides access to various forms of electronic information and
communicates, usually in the form of a Web application, with the computers of
users accessing the information. Our enterprise data connectors provide access
to various kinds of third-party data sources. We believe our products reduce the
complexity of developing Web applications and enable customers to extend the
reach of these applications, access multiple information sources and simplify
administration. We also offer comprehensive consulting, education and technical
support services to help ensure the successful development and implementation of
Web applications by our customers.

We market our products and services globally through our direct sales force
and a network of independent software vendors, value-added resellers and
consulting partners. To date, we have licensed the SilverStream Application
Server to over 500 customers in a wide variety of industries, including
communication, financial services, government, manufacturing, oil and gas,
pharmaceutical, technology and transportation.

We are a Delaware corporation. Our principal executive offices are located
at One Burlington Woods, Suite 200, Burlington, Massachusetts 01803 and our
telephone number is (781) 238-5400. Our World Wide Web site address is
www.silverstream.com. The information in the Web site is not incorporated by
reference into this prospectus.

SilverStream(R) is our registered trademark and SilverStream Application
Server, ObjectEra and the SilverStream logo are our trademarks. This prospectus
also contains trademarks and trade names of other companies.

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RECENT DEVELOPMENTS

We have recently announced two important future strategic additions to our
product offerings. Through our recent acquisition of GemLogic, we plan to offer
an Extensible Markup Language, or XML, integration server in addition to our
Application Server to enable customers to more easily develop and deploy
business-to-business e-commerce applications. XML is an emerging standard for
sharing data over the Internet, enabling data to be exchanged among different
software, database packages and legacy systems.

We have also announced the formation of an e-Business Solutions group to
deliver pre-built application frameworks. These frameworks provide pre-built,
reusable software components and tools that provide some of the key
functionality common across Web applications without sacrificing the
customization necessary to preserve competitive advantage and meet a customer's
business needs. Our first planned product from our e-Business Solutions group is
a framework for enterprise portals, which are Web applications that provide an
integrated, personalized view of all the applications and information that an
individual employee, customer or partner needs on a regular basis. Both of these
additions to our product and service offerings will be built on top of our
Application Server, leveraging its performance and scalability as well as our
integrated development tools.

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THE OFFERING

<TABLE>
<S> <C>
Common stock offered by:
SilverStream................................ 1,245,851 shares
Selling stockholders...................... 754,149 shares
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Total............................. 2,000,000 shares
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------------------
Common stock to be outstanding after this
offering.................................. 18,934,355 shares
Use of proceeds............................. For general corporate purposes, including
working capital and capital expenditures.
For more detailed information, see "Use of
Proceeds" on page 17.
Nasdaq National Market symbol............... SSSW
</TABLE>

The number of shares of common stock to be outstanding after this offering
is based on the number of shares outstanding as of December 31, 1999. This
number does not include 1,793,810 shares issuable upon the exercise of
outstanding options.

SUMMARY CONSOLIDATED FINANCIAL DATA

Weighted-average common shares shown above exclude unvested shares of
common stock subject to repurchase rights, which totalled 2,489,984 and
1,543,653 for the year ended December 31, 1998 and the nine months ended
September 30, 1999, respectively.

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<PAGE> 7

Shares used in computing pro forma basic and diluted net loss per share
above include 8,659,208 shares of common stock issued upon conversion of our
outstanding preferred stock upon the closing of the initial public offering of
our common stock on August 20, 1999.

The as adjusted column in the consolidated balance sheet data below gives
effect to the sale of 1,245,851 shares of common stock in this offering by
SilverStream at an assumed public offering price of $106.875 per share, after
deducting the estimated underwriting discounts and commissions and estimated
offering expenses payable by us.

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1999
------------------------
ACTUAL AS ADJUSTED
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................... $51,324 $177,367
Working capital............................................. 55,201 181,244
Total assets................................................ 67,644 193,687
Long-term debt, less current portion........................ 622 622
Total stockholders' equity.................................. 59,095 185,138
</TABLE>

Except as set forth in the Consolidated Financial Statements and Notes
thereto or as otherwise indicated, all information in this prospectus:

- Assumes no exercise of the underwriters' over-allotment option; and

- Reflects the conversion upon the closing of our initial public offering
on August 20, 1999 of all outstanding shares of our convertible preferred
stock into shares of common stock on a one-for-one basis.

RECENT OPERATING RESULTS

For the three months ended December 31, 1999, our total revenue is
estimated to be approximately $9.0 million, consisting of software license
revenue of approximately $4.8 million and services revenue of approximately $4.2
million. Our loss per share for the three months ended December 31, 1999 is
estimated to be in the range of $0.34 to $0.37, before any potential one-time
charges related to our acquisitions during the quarter.

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<PAGE> 8

RISK FACTORS

You should consider carefully the risks described below before you decide
to buy our common stock. The risks and uncertainties described below are not the
only ones facing us. If any of the following risks actually occur, our business,
financial condition or results of operations would likely suffer. In such case,
the trading price of our common stock could fall, and you may lose all or part
of the money you paid to buy our common stock.

RISKS RELATED TO OUR BUSINESS

WE HAVE INCURRED SUBSTANTIAL LOSSES, WE EXPECT CONTINUED LOSSES AND CONTINUED
LOSSES WILL HARM OUR BUSINESS.

We have never been profitable. Our failure to significantly increase our
revenue would seriously harm our business and operating results. We have
experienced operating losses in each quarterly and annual period since inception
and we expect to incur significant losses in the future. We incurred net losses
of $952,000 for the period ended December 31, 1996, $8.3 million for the year
ended December 31, 1997, $12.9 million for the year ended December 31, 1998 and
$14.4 million for the nine months ended September 30, 1999. As of September 30,
1999, we had an accumulated deficit of $36.5 million. We expect to significantly
increase our research and development, sales and marketing and general and
administrative expenses in future periods. As a result, we will need to
significantly increase our quarterly revenue to achieve and maintain
profitability. If our revenue grows more slowly than we anticipate or if our
operating expenses increase more than we expect or cannot be reduced in the
event of lower revenue, our business will be materially and adversely affected.

WE EXPECT TO DEPEND ON OUR APPLICATION SERVER AND RELATED SERVICES FOR
SUBSTANTIALLY ALL OF OUR REVENUE FOR THE FORESEEABLE FUTURE AND IF OUR
APPLICATION SERVER DOES NOT ACHIEVE WIDESPREAD MARKET ACCEPTANCE, OUR BUSINESS
AND RESULTS OF OPERATIONS WILL SUFFER.

We expect to continue to derive substantially all of our revenue from our
SilverStream Application Server and related products and services. Failure to
achieve broad market acceptance of the SilverStream Application Server, or a
decline in the price of, or demand for, our Application Server and related
products and services would seriously harm our business and operating results.
We cannot predict the level of market acceptance that will be achieved or
maintained by our products and services.

OUR BUSINESS WILL SUFFER IF WE DO NOT SUCCESSFULLY INTRODUCE ENHANCEMENTS TO
OUR APPLICATION SERVER.

Our future financial performance will depend significantly on revenue from
future enhancements to the SilverStream Application Server that we are currently
developing and plan to develop. Any delay or difficulties in completing these
enhancements would seriously harm our business and operating results. We have
recently made available test copies of Version 3.0 of our Application Server,
which includes new functionality including improvements to the programming
environment as well as support for computing standards, such as Enterprise
JavaBeans and Java2, and third-party development tools. We cannot predict the
time required to complete testing or the date of commercial release. In December
1999, we acquired GemLogic, Inc., a developer of Extensible Markup Language
(XML) integration server technology. XML is an emerging standard for sharing
data over the Internet and is designed to support business-to-business commerce
over the Internet. The acquired technology will require significant additional
development before release of any commercial product and we cannot predict the
time required to complete development, testing and integration with our
Application Server or the date of commercial release. In addition, we cannot be
certain that enhanced versions of the SilverStream Application Server or new and
enhanced versions of complementary products will meet customer performance needs
or expectations when shipped or that new versions will be free of significant
software defects or bugs.

WE HAVE ONLY BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME AND YOUR BASIS FOR
EVALUATING US IS LIMITED.

We began commercial shipments of our first software products in November
1997. You must consider the risks, expenses and uncertainties that an early
stage company like ours faces, particularly in the new and

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rapidly evolving Internet market. Because we have only recently commenced
commercial sales, our past results and rates of growth may not be meaningful and
you should not rely on them as an indication of our future performance.

OUR LIMITED OPERATING HISTORY MAKES FORECASTING DIFFICULT AND THE FAILURE TO
MEET EXPECTATIONS COULD CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

As a result of our limited operating history, it is difficult to forecast
accurately our revenues, and we have limited meaningful historical financial
data upon which to base planned operating expenses. If we do not achieve our
expected revenues, our operating results will be below our expectations and the
expectations of investors and market analysts, which could cause the price of
our common stock to decline. Specifically, we were founded in May 1996, and
began shipping our first products, the SilverStream Application Server 1.0 and
related software development tools, in November 1997. Our operating expenses are
largely based on anticipated revenue trends and a high percentage of our
expenses are and will continue to be fixed in the short-term. The revenue and
income potential of our products and business are unproven and the market that
we are addressing is rapidly evolving.

THE MARKET FOR OUR PRODUCTS IS EMERGING AND OUR BUSINESS WILL SUFFER IF IT
DOES NOT DEVELOP AS WE EXPECT.

The market for Web application server software has only recently begun to
develop, is rapidly evolving and will likely have an increasing number of
competitors. We cannot be certain that a viable market for our products will
emerge or be sustainable. If the application server market fails to develop, or
develops more slowly than expected, our business and operating results would be
seriously harmed.

THE UNPREDICTABILITY OF OUR QUARTERLY OPERATING RESULTS MAY ADVERSELY AFFECT
THE TRADING PRICE OF OUR COMMON STOCK.

Our quarterly operating results have varied significantly in the past and
will likely vary significantly in the future, making it difficult to predict
future performance. These variations result from a number of factors, many of
which are outside of our control. Because of this difficulty in predicting
future performance, our operating results will likely fall below the
expectations of securities analysts or investors in some future quarter or
quarters. Our failure to meet these expectations would likely adversely affect
the market price of our common stock.

Although we have limited historical financial data, we believe that our
quarterly operating results may experience seasonal fluctuations. For instance,
quarterly results may fluctuate based on our clients' calendar year budgeting
cycles, deferral of customer orders in anticipation of product enhancements or
new products, slow summer purchasing patterns in Europe and our compensation
policies that tend to compensate sales personnel, typically in the latter half
of the year, for achieving annual quotas.

WE DEPEND ON INCREASED BUSINESS FROM OUR CURRENT AND NEW CUSTOMERS AND IF WE
FAIL TO GROW OUR CUSTOMER BASE OR GENERATE REPEAT BUSINESS, OUR OPERATING
RESULTS COULD BE HARMED.

If we fail to grow our customer base or generate repeat and expanded
business from our current and new customers, our business and operating results
would be seriously harmed. Most of our customers initially make a limited
purchase of our products and services for pilot programs. Many of these
customers may not choose to purchase additional licenses to expand their use of
our products. Many of these customers have not yet developed or deployed initial
applications based on our products. If these customers do not successfully
develop and deploy such initial applications, they may choose not to purchase
deployment licenses or additional development licenses. Our business model
depends on the expanded use of our products within our customers' organizations.

In addition, as we introduce new versions of our products or new products,
our current customers may not require the functionality of our new products and
may not ultimately license these products. Because the total amount of
maintenance and support fees we receive in any period depends in large part on
the size and
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number of licenses that we have previously sold, any downturn in our software
license revenue would negatively impact our future services revenue. In
addition, if customers elect not to renew their maintenance agreements, our
services revenue could be significantly adversely affected.

OUR MARKETS ARE HIGHLY COMPETITIVE AND OUR FAILURE TO COMPETE SUCCESSFULLY
WILL LIMIT OUR ABILITY TO RETAIN AND INCREASE OUR MARKET SHARE.

Our markets are new, rapidly evolving and highly competitive, and we expect
this competition to persist and intensify in the future. Our failure to maintain
and enhance our competitive position will limit our ability to retain and
increase our market share resulting in serious harm to our business and
operating results.

Some of our competitors have longer operating histories and significantly
greater financial, technical, marketing and other resources than we do. Many of
these companies have more extensive customer bases, broader customer
relationships and broader industry alliances that they could leverage, including
relationships with many of our current and potential customers. These companies
also have significantly more established customer support and professional
services organizations. In addition, these companies may adopt aggressive
pricing policies, may bundle their competitive products with broader product
offerings or may introduce new products and enhancements. See
"Business -- Competition" on page 45 for more information on our competition.

OUR LENGTHY SALES CYCLE MAKES IT DIFFICULT TO PREDICT OUR QUARTERLY RESULTS.

A customer's decision to purchase our products typically involves a
significant decision by the prospective customer's senior information technology
managers, as the customer applications to be built and deployed using our
products are generally critical to the customer's business. In addition, we
generally need to educate potential customers on the use and benefits of an
application server and on the performance features of the SilverStream
Application Server. Our long sales cycle makes it difficult to predict the
quarter in which sales may occur. The sale of our products is also subject to
delays from the lengthy budgeting, approval and competitive evaluation processes
that typically accompany significant information technology purchasing
decisions. For example, customers frequently begin by evaluating our products on
a limited basis and devote time and resources to testing our products before
they decide whether or not to purchase a license for deployment. Customers may
also defer orders as a result of anticipated releases of new products or
enhancements by us or our competitors.

FAILURE TO DEVELOP AND EXPAND OUR SALES AND MARKETING CAPABILITIES WOULD HARM
OUR BUSINESS.

We need to expand our sales and marketing operations in order to increase
market awareness of our products, market the SilverStream Application Server to
a greater number of organizations and generate increased revenue. However,
competition for qualified sales personnel is intense and we may not be able to
hire enough qualified individuals in the future. If we are unable to attract or
retain such qualified sales personnel, our business and operating results would
be seriously harmed. Our products and services require a sophisticated sales
effort targeted at senior information technology management of our prospective
customers. New hires require extensive training and typically require at least
six months to achieve full productivity. We have limited experience managing a
large, expanding and geographically dispersed direct sales force. In addition,
we have limited experience marketing our products broadly to a large number of
potential customers.

FAILURE TO MAINTAIN EXISTING, OR INCREASE THE NUMBER OF, THIRD-PARTY
DISTRIBUTION RELATIONSHIPS MAY LIMIT OUR ABILITY TO PENETRATE THE MARKET.

We have a limited number of third-party distribution agreements and we may
not be able to increase the number of our distribution relationships or maintain
our existing relationships. Our failure to increase the number of our
distribution relationships or maintain our existing relationships may limit our
ability to penetrate the market. Our current agreements with our distribution
partners do not prevent these companies from selling products of other
companies, including products that may compete with our products, and do not
generally require these partners to purchase minimum quantities of our products.
These distributors could give

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higher priority to the products of other companies or to their own products,
than they give to our products. As a result, the loss of, or a significant
reduction in sales volume to our current or future distribution partners could
seriously harm our revenue and operating results. In addition, a significant
increase in sales through these channels could also negatively impact our gross
margins, as sales through these channels generally have lower revenue per unit
than direct sales.

FAILURE TO EXPAND OUR SERVICES OFFERINGS WOULD HARM OUR BUSINESS.

We believe that growth in our product sales depends on our ability to
provide our customers with comprehensive services, including application
engineering, implementation, training and support, and to educate third-party
resellers, instructors and consultants on how to provide similar services. If we
fail to attract, train and retain the skilled persons who deliver these
services, our business and operating results would be harmed. We plan to
increase the number of our services personnel to meet these needs. However,
competition for qualified service personnel is intense and we may not be able to
attract, train or retain the number of highly qualified service personnel that
our business needs.

We expect our services revenue to increase in dollar amount as we continue
to provide consulting, education and technical support services that complement
our products and as our installed base of customers grows. To date, our cost of
services revenue has been significantly higher than our services revenue, and we
expect to continue to incur losses from our services business in the future.

WE FACE RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS THAT COULD HARM OUR
BUSINESS.

To be successful, we believe we must expand our international operations.
Therefore, we expect to commit significant resources to expand our international
sales and marketing activities. However, we may not be able to maintain or
increase market demand for our products which may harm our business. We are
increasingly subject to a number of risks associated with international business
activities which may increase our costs, lengthen our sales cycle and require
significant management attention. These risks generally include:

- Increased expenses associated with customizing products for foreign
countries;

- General economic conditions in our international markets;

- Currency exchange rate fluctuations;

- Unexpected changes in regulatory requirements resulting in unanticipated
costs and delays;

- Tariffs, export controls and other trade barriers;

- Longer accounts receivable payment cycles and difficulties in collecting
accounts receivable;

- Potentially adverse tax consequences, including restrictions on the
repatriation of earnings; and

- The risks related to the recent global economic turbulence and adverse
economic circumstances in Asia.

OUR FUTURE SUCCESS DEPENDS ON CONTINUED USE OF THE INTERNET AND GROWTH OF
ELECTRONIC BUSINESS.

Our future success depends heavily on the acceptance and wide use of the
Internet for electronic business. If electronic business does not continue to
grow or grows more slowly than expected, demand for our products and services
will be reduced. Consumers and businesses may reject the Internet as a viable
commercial medium for a number of reasons, including potentially inadequate
network infrastructure, slow development of enabling technologies, insufficient
commercial support or privacy concerns. The Internet's infrastructure may not be
able to support the demands placed on it by increased usage. In addition, delays
in the development or adoption of new standards and protocols required to handle
increased levels of Internet activity, or increased governmental regulation,
could cause the Internet to lose its viability as a commercial medium. Even if
the required infrastructure, standards, protocols and complementary products,
services or facilities are developed, we may incur substantial expenses adapting
our solutions to changing or emerging technologies.

10
<PAGE> 12

IF WE FAIL TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND EVOLVING INDUSTRY
STANDARDS, OUR PRODUCTS MAY BECOME OBSOLETE.

The markets for our products and services are marked by rapid technological
change, frequent new product introductions and enhancements, uncertain product
life cycles, changes in customer demands and evolving industry standards. New
products based on new technologies or new industry standards may quickly render
an existing product obsolete and unmarketable. Any delays in our ability to
develop and release enhanced or new products could seriously harm our business
and operating results. Our technology is complex, and new products and product
enhancements can require long development and testing periods. Our failure to
conform to prevailing standards could have a negative effect on our business and
operating results.

IN ORDER TO MANAGE OUR GROWTH AND EXPANSION, WE WILL NEED TO IMPROVE OUR
MANAGEMENT AND OPERATIONAL SYSTEMS ON A TIMELY BASIS.

We have expanded our operations rapidly since inception. We intend to
continue to expand in the foreseeable future to pursue existing and potential
market opportunities. This rapid growth places a significant demand on
management and operational resources. To be successful, we will need to
implement additional management information systems, improve our operating,
administrative, financial and accounting systems, procedures and controls, train
new employees and maintain close coordination among our executive, engineering,
professional services, accounting, finance, marketing, sales and operations
organizations. In addition, our growth has resulted, and any future growth will
result, in increased responsibilities for management personnel.

In addition, our principal executive office lease is due to expire in July
2000. We have entered into a lease for a new facility and plan to move our
headquarters to new office space in the second quarter of 2000. We will likely
experience significant costs, and we could experience a disruption in the
development or marketing of our products, in connection with our planned move.

FAILURE TO RETAIN AND ATTRACT KEY PERSONNEL WOULD HARM OUR BUSINESS.

Our success depends largely on the skills, experience and performance of
the members of our senior management and other key personnel, including our
Chairman, David Skok, and our President and Chief Executive Officer, David
Litwack. If we lose one or more of the members of our senior management or other
key employees, our business and operating results could be seriously harmed. In
addition, our future success will depend largely on our ability to continue
attracting, training, motivating and retaining highly skilled personnel. None of
our senior management or other key personnel is bound by an employment
agreement. Like other software companies in the Boston, Massachusetts area, we
face intense competition for qualified personnel including software engineering,
service and support, and sales and marketing personnel.

WE INCLUDE THIRD-PARTY SOFTWARE AND TECHNOLOGY IN OUR PRODUCTS AND OUR
BUSINESS WOULD BE HARMED IF WE WERE NOT ABLE TO CONTINUE USING THIS THIRD-PARTY
SOFTWARE AND TECHNOLOGY.

Our products integrate third-party text search, object middleware,
compiler, encryption, transaction processing and monitoring, Java virtual
machine and database technology and products. There are inherent limitations in
the use and capabilities of much of the technology that we license from third
parties. Our business would be seriously harmed if the providers from whom we
license software and technology ceased to deliver and support reliable products,
enhance their current products in a timely fashion or respond to emerging
industry standards. In addition, the third-party software may not continue to be
available to us on commercially reasonable terms or at all. For example, we
license some of the components of our products from limited or sole source
suppliers, including encryption technology which we license from RSA Data
Security. Many of these licenses are subject to periodic renewal. The loss of,
or inability to maintain or obtain this software for any reason could result in
significant shipment delays or reductions. Furthermore, we might be forced to
limit the features available in our current or future product offerings. Either
alternative could seriously harm our business and operating results.

11
<PAGE> 13

Almost all of our products are written in Java and require a Java virtual
machine made available by Sun Microsystems in order to operate. Sun may not
continue to make the Java virtual machines available at commercially reasonable
terms or at all. Furthermore, if Sun were to make significant changes to the
Java language or its Java virtual machines, or fail to correct defects and
limitations in these products, our ability to continue to improve and ship our
products could be impaired. In the future, our customers may also require the
ability to deploy our products on platforms for which technically acceptable
Java implementations either do not exist or are not available on commercially
reasonable terms.

WE MAY NOT ACHIEVE THE EXPECTED BENEFITS OF OUR RECENT ACQUISITIONS.

In December 1999, we acquired ObjectEra, a developer of object request
broker computer products, and GemLogic, a developer of XML integration server
technology. Our failure to successfully address the risks associated with these
acquisitions could have a material adverse affect on our ability to develop and
market products based on the acquired technologies. We plan to develop enhanced
features to our Application Server and complementary products based on the
acquired technologies, and will be devoting significant resources to product
development, sales and marketing. To date, GemLogic has not developed a
commercial product and ObjectEra's products have had limited sales. The success
of these acquisitions will depend on our ability to:

- successfully integrate and manage the acquired operations;

- retain the software developers and other key employees of ObjectEra and
GemLogic;

- develop, integrate and market products and product enhancements based on
the acquired technologies; and

- control costs and expenses as well as demands on our management
associated with the acquisitions.

If we are unable to successfully develop and market products and product
enhancements as a result of these acquisitions, we may not achieve enhanced
revenue or other anticipated benefits from our acquisitions.

ANY ACQUISITIONS WE MAKE COULD DISRUPT OUR BUSINESS AND CONSEQUENTLY HARM OUR
FINANCIAL CONDITION.

In order to remain competitive, we may find it necessary to acquire
additional businesses, products or technologies. If we identify an appropriate
acquisition candidate, we may not be able to negotiate the terms of the
acquisition successfully, finance the acquisition, or integrate the acquired
business, products or technologies into our existing business and operations.
Further, completing a potential acquisition and integrating an acquired business
will cause significant diversions of management time and resources. If we
consummate one or more significant acquisitions in which the consideration
consists of stock or other securities, your equity could be significantly
diluted. If we were to proceed with one or more significant acquisitions in
which the consideration included cash, we could be required to use a substantial
portion of our available cash, including proceeds from this offering, to
consummate an acquisition. Acquisition financing may not be available on
favorable terms, or at all. In addition, we may be required to amortize
significant amounts of goodwill and other intangible assets in connection with
future acquisitions, which would seriously harm our operating results.

OUR SOFTWARE PRODUCTS MAY CONTAIN ERRORS OR DEFECTS THAT COULD RESULT IN LOST
REVENUES, DELAYED OR LIMITED MARKET ACCEPTANCE OR PRODUCT LIABILITY CLAIMS WITH
SUBSTANTIAL LITIGATION COSTS.

Complex software products like ours can contain errors or defects,
particularly when first introduced or when new versions or enhancements are
released. Defects or errors in current or future products, including the planned
SilverStream Application Server Version 3.0, could result in lost revenue or a
delay in market acceptance, which would seriously harm our business and
operating results. We have in the past discovered software errors in our new
releases and new products after their introduction and expect that this will
continue. Despite internal testing and testing by current and potential
customers, our current and future products may contain serious defects,
including Year 2000 errors.

As many of our customers use our products for business-critical
applications, errors, defects or other performance problems could result in
financial or other damage to our customers and could significantly impair their
operations. Our customers could seek damages for losses related to any of these
issues. A product liability claim brought against us, even if not successful,
would likely be time consuming and costly to defend and could adversely affect
our marketing efforts.

12
<PAGE> 14

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF THE SYSTEMS WE USE ARE NOT YEAR
2000 COMPLIANT OR IF OUR CUSTOMERS OR POTENTIAL CUSTOMERS ALTER THEIR PURCHASING
PATTERNS AS A RESULT OF THE YEAR 2000.

We have attempted to assess, and we must continue to audit Year 2000 issues
with the computer, communications and software systems that we use to deliver
our products and to manage our internal operations. If our systems do not
operate properly with respect to date calculations involving the Year 2000 and
subsequent dates, we could incur unanticipated expenses to remedy any problems,
which could seriously harm our business. We may also experience reduced sales of
our products as current or potential customers reduce their budgets for
enterprise software and Internet products due to increased expenditures on their
own Year 2000 compliance efforts.

The risks posed by Year 2000 issues could adversely affect our business in
a number of significant ways. Although we believe that our internally developed
systems and technology are Year 2000 compliant, our information technology
systems nevertheless could be substantially impaired or cease to operate due to
Year 2000 problems. Additionally, we rely on information technology supplied by
third parties, and our other business partners, including third-party
distributors and consultants, also are heavily dependent on information
technology systems and on their own and third-party vendor systems. Year 2000
problems experienced by us or any of these third parties could materially
adversely affect our business. Prior versions of our products may contain
technology from third parties that is not Year 2000 compliant. Additionally, the
Internet could face serious disruptions arising from the Year 2000 problem.

We may experience fewer sales if potential customers delay the purchase and
implementation of our products after January 1, 2000 in order to stabilize their
internal computer systems or divert their information technology budgets to
address Year 2000 issues. If our potential customers delay purchasing or
implementing our products in order to address the Year 2000 problem, our
business would be seriously harmed.

Given the pervasive nature of the Year 2000 problem, we cannot guarantee
that disruptions in other industries and market segments will not adversely
affect our business. Moreover, our costs related to Year 2000 compliance, which
thus far have not been material, could ultimately be significant. In the event
that we experience disruptions as a result of the Year 2000 problem, our
business could be seriously harmed. Our efforts to address Year 2000 issues are
described in more detail in "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Year 2000 Compliance" on page 30.

OUR BUSINESS MAY SUFFER IF WE CANNOT PROTECT OUR INTELLECTUAL PROPERTY.

We have no patents, and none may be issued from our existing patent
applications. We rely on a combination of contractual provisions,
confidentiality procedures, and patent, trademark, trade secret and copyright
laws to protect the proprietary aspects of our technology. These legal
protections afford only limited protection and competitors may gain access to
our intellectual property which may result in the loss of our customers. In
addition, despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy aspects of our products or to obtain and use our
proprietary information. Litigation may be necessary to enforce our intellectual
property rights, to protect our trade secrets and to determine the validity and
scope of the proprietary rights of others. Any litigation could result in
substantial costs and diversion of resources with no assurance of success and
could seriously harm our business and operating results. In addition, we sell
our products internationally, and the laws of many countries do not protect our
proprietary rights as well as the laws of the United States. Our future patents,
if any, may be successfully challenged or may not provide us with any
competitive advantages.

We obtain a major portion of our software license revenue from licensing
our products under standardized "shrink wrap" agreements that our customers do
not sign. If any of these agreements were deemed unenforceable, those customers
may seek to use and copy our technology without appropriate limitations.

WE COULD INCUR SUBSTANTIAL COSTS DEFENDING OUR INTELLECTUAL PROPERTY FROM
INFRINGEMENT OR A CLAIM OF INFRINGEMENT.

Other companies, including our competitors, may obtain patents or other
proprietary rights that would prevent, limit or interfere with our ability to
make, use or sell our products. As a result, we may be found to infringe on the
proprietary rights of others. In the event of a successful claim of infringement
against us and our failure or inability to license the infringed technology, our
business and operating results would be

13
<PAGE> 15

significantly harmed. Companies in the software market and the Internet market
are increasingly bringing suits alleging infringement of their proprietary
rights, particularly patent rights. We have been subject to such claims in the
past. Any litigation or claims, whether or not valid, could result in
substantial costs and diversion of resources with no assurance of success.
Intellectual property litigation or claims could force us to do one or more of
the following:

- Cease selling, incorporating or using products or services that
incorporate the challenged intellectual property;

- Obtain a license from the holder of the infringed intellectual property
right, which license may not be available on reasonable terms; and

- Redesign products or services.

RISKS RELATED TO THIS OFFERING

WE MAY NEED ADDITIONAL FINANCING WHICH COULD BE DIFFICULT TO OBTAIN.

We expect the net proceeds from this offering, together with cash generated
from operations, will be sufficient to meet our working capital and capital
expenditure needs for at least the next 12 months. After that, we may need to
raise additional funds and we cannot be certain that we will be able to obtain
additional financing on favorable terms, if at all. Further, if we issue
additional equity securities, stockholders may experience additional dilution or
the new equity securities may have rights, preferences or privileges senior to
those of existing holders of common stock. If we cannot raise funds on
acceptable terms, if and when needed, we may not be able to develop or enhance
our products and services, take advantage of future opportunities, grow our
business or respond to competitive pressures or unanticipated requirements,
which could seriously harm our business.

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE, WHICH COULD RESULT
IN SUBSTANTIAL LOSSES FOR INVESTORS PURCHASING SHARES IN THIS OFFERING.

The market price of our common stock has been highly volatile and has
fluctuated significantly in the past. The market price of our common stock may
continue to fluctuate significantly in response to the following factors, some
of which are beyond our control:

- Variations in our quarterly operating results;

- Changes in securities analysts' estimates of our financial performance;

- Changes in market valuations of similar companies;

- Announcements by us or our competitors of new or enhanced products or
significant contracts, acquisitions or strategic partnerships;

- Additions or departures of key personnel; and

- Future sales of our common stock or other securities.

WE MAY INCUR SIGNIFICANT COSTS FROM CLASS ACTION LITIGATION DUE TO OUR
EXPECTED STOCK PRICE VOLATILITY.

In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and divert management's attention
and resources.

OUR STOCK PRICE COULD BE ADVERSELY AFFECTED BY SHARES BECOMING AVAILABLE FOR
SALE.

Sales of a substantial number of shares of our common stock in the public
market after this offering could depress the market price of our common stock
and could impair our ability to raise capital through the sale of additional
equity securities. For a more detailed description, see "Shares Eligible for
Future Sale" on page 60.

PURCHASERS IN THIS OFFERING WILL INCUR IMMEDIATE, SUBSTANTIAL DILUTION.

The public offering price of our common stock in this offering will be
substantially higher than the book value per share of our outstanding common
stock. As a result, investors purchasing common stock in this offering will
incur immediate and substantial dilution. In the past, we issued options to
acquire common stock at prices significantly below the anticipated public
offering price. To the extent these outstanding options are ultimately
exercised, there will be further dilution to investors in this offering.

14
<PAGE> 16

ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW COULD
PREVENT OR DELAY A CHANGE IN CONTROL OF OUR COMPANY.

Provisions of our certificate of incorporation and bylaws, as well as
provisions of Delaware law, could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders.

INSIDERS HAVE SUBSTANTIAL CONTROL OVER SILVERSTREAM AND COULD DELAY OR PREVENT
A CHANGE IN CORPORATE CONTROL.

Upon completion of this offering, our executive officers, directors and
principal stockholders will beneficially own, in the aggregate, approximately
46.8% of our outstanding common stock. As a result, these stockholders have the
ability to exercise control over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. This could have the effect of delaying or preventing a change of
control of SilverStream.

WE HAVE BROAD DISCRETION TO USE THE PROCEEDS FROM THIS OFFERING AND THE
FAILURE OF MANAGEMENT TO APPLY SUCH FUNDS EFFECTIVELY COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.

We currently have no specific plans for a significant portion of our net
proceeds from this offering. Therefore, we will have broad discretion as to how
we will spend the proceeds, and stockholders may not agree with the ways in
which we use the proceeds. We may not be successful in investing the proceeds
from this offering, in our operations or external investments, to yield a
favorable return.

15
<PAGE> 17

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. In some cases you can identify these
statements by forward-looking words such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "should," "will" and "would" or similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, contain projections of our future results
of operations or of our financial position or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. The factors listed above in
the section captioned "Risk Factors," 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 have a material adverse effect on our
business, results of operations and financial position.

16
<PAGE> 18

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the 1,245,851 shares of
common stock we are offering will be approximately $126,043,000 after deducting
estimated underwriting discounts and commissions and estimated offering expenses
payable by us. If the over-allotment option is exercised in full, we estimate
that our net proceeds will be approximately $156,502,000. These estimates assume
a public offering price of $106.875 per share. We will not receive any proceeds
from the sale of common stock by the selling stockholders.

We intend to use the proceeds we receive from the offering for working
capital and general corporate purposes. We continuously evaluate and discuss
acquisitions and strategic investments. We may use a portion of our net proceeds
from this offering to acquire technologies or businesses, or make strategic
investments in businesses, that are complementary to our business. Pending such
uses, we plan to invest our net proceeds in short-term, interest-bearing,
investment grade securities.

DIVIDEND POLICY

We have never paid or declared any cash dividends on our common stock or
other securities and do not anticipate paying cash dividends in the foreseeable
future. We currently intend to retain all future earnings, if any, for use in
the operation of our business. Our existing equipment line of credit and term
loans prohibit the payment of dividends without the consent of the lender.

PRICE RANGE OF COMMON STOCK

Our common stock is listed on the Nasdaq National Market under the symbol
"SSSW." Public trading of our common stock commenced on August 17, 1999. Prior
to that, there was no public market for our common stock. The following table
sets forth, for the periods indicated, the high and low sale price per share of
the common stock on the Nasdaq National Market:

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1999:
Third Quarter (from August 17, 1999)...................... $ 42.75 $22.56
Fourth Quarter............................................ 123.00 26.88

YEAR ENDING DECEMBER 31, 2000:
First Quarter (through January 24, 2000).................. $132.00 $87.38
</TABLE>

As of November 30, 1999, there were 183 holders of record of our common
stock. On January 24, 2000, the last sale price reported on the Nasdaq National
Market for our common stock was $106.875 per share.

17
<PAGE> 19

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 1999.
The as adjusted information gives effect to the receipt of the net proceeds from
the issuance and sale of the 1,245,851 shares of common stock offered by us in
this offering at an assumed public offering price of $106.875 per share, after
deducting the estimated underwriting discounts and commissions and estimated
offering expenses payable by us. The outstanding share information excludes
1,615,832 shares of common stock issuable on exercise of outstanding options as
of September 30, 1999 with a weighted average exercise price of $5.42 per share.

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1999
---------------------------
ACTUAL AS ADJUSTED
------ -----------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
<S> <C> <C>
Long-term debt, less current portion........................ $ 622 $ 622
Stockholders' equity:
Preferred stock, $.001 par value, 2,000,000 shares
authorized and no shares issued or outstanding, actual and
as adjusted............................................... -- --
Common stock, $.001 par value; 100,000,000 shares
authorized: 17,553,176 shares issued and outstanding,
actual and 18,799,027 shares issued and outstanding, as
adjusted.................................................. 18 19
Additional paid-in capital.................................. 97,516 223,558
Deferred compensation....................................... (1,739) (1,739)
Accumulated deficit......................................... (36,534) (36,534)
Other comprehensive loss.................................... (62) (62)
Notes receivable from stockholders.......................... (104) (104)
-------- --------
Total stockholders' equity........................ 59,095 185,138
-------- --------
Total capitalization.............................. $ 59,717 $185,760
======== ========
</TABLE>

18
<PAGE> 20

DILUTION

The net tangible book value of our common stock as of September 30, 1999
was approximately $57.2 million, or approximately $3.261 per share. "Net
tangible book value" per share represents the amount of our total tangible
assets less total liabilities, divided by 17,553,176 shares of common stock
outstanding as of September 30, 1999. After giving effect to the receipt of the
net proceeds from our sale of 1,245,851 shares of our common stock, our net
tangible book value at September 30, 1999 would have been $183.3 million, or
$9.750 per share. This represents an immediate increase in net tangible book
value of $6.489 per share to existing stockholders and an immediate dilution in
net tangible book value of $97.125 per share to new investors. The following
table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Public offering price per share............................. $106.875
Net tangible book value per share as of September 30,
1999........................................................ $3.261
Increase in net tangible book value per share attributable
to new investors....................................... 6.489
------
Net tangible book value per share after offering............ 9.750
--------
Dilution per share to new investors......................... $ 97.125
========
</TABLE>

As of September 30, 1999, there were approximately 1,615,832 shares of
common stock subject to outstanding options at a weighted exercise price of
approximately $5.42 per share; and 1,420,700 shares were reserved for issuance
under our stock plans as of September 30, 1999. To the extent outstanding
options are exercised, there will be further dilution to new investors.

19
<PAGE> 21

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with our Consolidated Financial Statements, related notes and with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein. The consolidated statement of operations data for
the period ended December 31, 1996 and the years ended December 31, 1997 and
1998 and the consolidated balance sheet data as of December 31, 1997 and 1998
are derived from our Consolidated Financial Statements, which have been audited
by Ernst & Young LLP, independent auditors. The consolidated balance sheet data
as of December 31, 1996 are derived from our audited consolidated financial
statements, and the consolidated balance sheet data as of September 30, 1998 are
derived from our unaudited consolidated financial statements not included in
this prospectus. The consolidated financial data as of September 30, 1999 and
for the nine-month periods ended September 30, 1998 and 1999 are derived from
our unaudited Consolidated Financial Statements included elsewhere herein. The
unaudited Consolidated Financial Statements include all adjustments, consisting
only of normal, recurring adjustments, that SilverStream considers necessary for
a fair presentation of our consolidated financial position and our consolidated
results of operations for those periods. Operating results for the nine-month
period ended September 30, 1999 are not necessarily indicative of the results
that may be expected for the entire year ended December 31, 1999.

<TABLE>
<CAPTION>
PERIOD FROM
MAY 8,
1996
(INCEPTION) YEARS ENDED NINE MONTHS ENDED
TO DECEMBER 31, SEPTEMBER 30,
DECEMBER 31, --------------------- ------------------------
1996 1997 1998 1998 1999
-------------- -------- ---------- ---------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS
DATA:
Revenue:
Software license.................... $ -- $ 249 $ 5,983 $ 3,443 $ 9,010
Services............................ -- -- 825 332 5,024
-------- -------- ---------- ---------- -----------
Total revenue............... -- 249 6,808 3,775 14,034
Cost of revenue:
Software license.................... -- 90 767 392 1,076
Services............................ -- 282 1,414 880 6,463
-------- -------- ---------- ---------- -----------
Total cost of revenue....... -- 372 2,181 1,272 7,539
-------- -------- ---------- ---------- -----------
Gross profit (loss)................... -- (123) 4,627 2,503 6,495
Operating expenses:
Sales and marketing................. 35 3,854 10,776 7,079 13,220
Research and development............ 850 2,622 5,070 3,766 5,173
General and administrative.......... 120 1,961 2,141 1,483 2,600
Compensation charge for issuance of
stock options.................... -- -- -- -- 298
Amortization of goodwill............ -- -- -- -- 81
-------- -------- ---------- ---------- -----------
Total operating expenses.... 1,005 8,437 17,987 12,328 21,372
-------- -------- ---------- ---------- -----------
Loss from operations.................. (1,005) (8,560) (13,360) (9,825) (14,877)
Other income, net..................... 53 225 475 395 515
-------- -------- ---------- ---------- -----------
Net loss.............................. $ (952) $ (8,335) $ (12,885) $ (9,430) $ (14,362)
Beneficial conversion feature in
Series D preferred stock............ -- -- -- -- (263)
-------- -------- ---------- ---------- -----------
Net loss applicable to common
stockholders........................ $ (952) $ (8,335) $ (12,885) $ (9,430) $ (14,625)
======== ======== ========== ========== ===========
</TABLE>

20
<PAGE> 22

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF SEPTEMBER 30,
----------------------------------- --------------------
1996 1997 1998 1998 1999
------ ------- -------------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............... $2,734 $16,649 $ 1,199 $ 4,443 $51,324
Working capital......................... 2,591 16,349 5,119 9,781 55,201
Total assets............................ 3,056 18,956 10,014 13,322 67,644
Long-term debt, less current portion.... 189 295 325 400 622
Redeemable convertible preferred
stock................................. 3,658 11,638 11,638 11,638 --
Total stockholders' equity (deficit).... (947) 5,944 (5,048) (1,622) 59,095
</TABLE>

21
<PAGE> 23

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

The following discussion should be read together with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this prospectus.
This prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from those indicated in such
forward-looking statements.

OVERVIEW

SilverStream is a global provider of software and services that enable
businesses and other large organizations to create, deploy and manage software
programs for intranets, extranets and the Internet. From our incorporation in
May 1996 through December 1997, we were considered a development stage
enterprise and our activities were primarily focused on raising capital,
conducting research and development, and establishing markets and distribution
channels for our products. In November 1997, we began commercial shipment of the
initial version of our Application Server.

We derive our revenue from the sale of software product licenses and from
professional consulting, education and technical support services. We plan to
generate future revenue from both new and existing customers. As existing
customers create new software applications based on the SilverStream Application
Server, they may require more application servers to run these applications. We
plan to widen our customer base by selling licenses and services to new
customers. We anticipate that we will continue to sell annual update assurance
and support agreements to most customers. We recognize our software license
revenue in accordance with Statement of Position (SOP) 97-2, "Software Revenue
Recognition," as amended by SOP 98-4. SOP 97-2 generally requires revenue earned
on software arrangements involving multiple elements to be allocated to each
element based on the relative fair values of the elements. We generally
recognize revenue allocated to software licenses upon delivery of the software
products, provided that (i) we have no remaining significant obligations with
regard to implementation, (ii) the license fee is fixed or determinable and
(iii) collection of the fee is probable. However, when we sell software product
licenses to a reseller, revenue is not recognized until the product is shipped
to the ultimate customer. This is because the reseller is functioning as a
distributor and may order products without a specific customer. Our customers
often contract for update assurance which provides them with new releases of
software for a period of typically one year. These agreements are separately
negotiated and priced. We recognize update assurance revenue ratably over this
12-month period. We license our software to independent software vendors who use
our products to create their own software products for resale. Independent
software vendors typically pay us a prepayment at the beginning of their
contract. We recognize this revenue ratably over the period of the contract,
typically one year, because the only undelivered element under these agreements
is service, for which no pattern of performance is discernable. We also earn
partner fees, which are deferred and recognized on a straight-line basis as an
offset to operating expenses over the life of the agreement, typically one year.
We consider such fees to be reimbursement for costs incurred in connection with
our partner program. We recognize revenue from the sale of technical support
services ratably over the maintenance term and revenue from the sale of
consulting and education services as the services are performed.

We record cash receipts and billed amounts due from customers in excess of
recognized revenue as deferred revenue. The timing and amount of cash receipts
from customers can vary significantly depending on specific contract terms and
can therefore have a significant impact on the amount of deferred revenue in any
given period.

Our cost of software license revenue includes (i) royalties due to third
parties for technology included in our products, (ii) the cost of manuals and
product documentation, (iii) media used to deliver our products, (iv) shipping
and fulfillment costs and (v) the costs associated with license revenues from
independent software vendors. Our cost of services revenue includes (i) salaries
and related expenses for our consulting, education and technical support
services organizations, (ii) costs of third parties contracted to provide
consulting services to customers and (iii) an allocation of our facilities,
communications and depreciation expenses.

22
<PAGE> 24

Our operating expenses are classified into five general categories: sales
and marketing, research and development, general and administrative,
compensation charge for issuance of stock options and goodwill. Sales and
marketing expenses consist primarily of salaries and other related costs for
sales and marketing personnel, sales commissions, travel, public relations,
marketing materials and tradeshows. Research and development expenses consist
primarily of personnel costs to support product development. General and
administrative expenses consist primarily of salaries and other related costs
for operations and finance employees, legal and accounting services and
facilities-related expenses. Compensation charge for the issuance of stock
options represents the difference between the exercise price of options granted
and the estimated fair market value of the underlying common stock on the date
of the grant. Goodwill represents the amortization of the goodwill related to
the acquisition of some of the company's former distributors in Europe.

Since our inception, we have incurred substantial costs to develop our
technology and products, to recruit and train personnel for our engineering,
sales and marketing and professional services departments, and to establish an
administrative organization. As a result, we have incurred net losses in each
fiscal quarter since inception and had an accumulated deficit of $36.5 million
as of September 30, 1999 and $22.2 million as of December 31, 1998. We
anticipate that our operating expenses will increase substantially in future
quarters as we increase sales and marketing operations, expand distribution
channels, increase research and development, broaden professional services,
expand facilities and support, and improve operational and financial systems.
Accordingly, we expect to incur additional losses for the foreseeable future. In
addition, our limited operating history makes it difficult for us to predict
future operating results and, accordingly, there can be no assurance that we
will achieve or sustain revenue growth or profitability.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the percentage of
revenues represented by certain lines in our consolidated statements of
operations.

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
-------------------- --------------------
1997 1998 1998 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Software license................................ 100.0% 87.9% 91.2% 64.2%
Services........................................ 0.0 12.1 8.8 35.8
-------- -------- -------- --------
Total revenue........................... 100.0 100.0 100.0 100.0
-------- -------- -------- --------
Cost of revenue:
Software license................................ 36.2 11.2 10.4 7.7
Services........................................ 113.4 20.8 23.3 46.0
-------- -------- -------- --------
Total cost of revenue................... 149.6 32.0 33.7 53.7
-------- -------- -------- --------
Gross profit (loss)............................... (49.6) 68.0 66.3 46.3
Operating expenses:
Sales and marketing............................. 1,550.7 158.3 187.5 94.2
Research and development........................ 1,055.1 74.5 99.8 36.9
General and administrative...................... 789.1 31.4 39.3 18.5
Compensation charge for issuance of stock
options...................................... 0.0 0.0 0.0 2.1
Amortization of goodwill........................ 0.0 0.0 0.0 0.6
-------- -------- -------- --------
Total operating expenses................ 3,394.9 264.2 326.6 152.3
-------- -------- -------- --------
Loss from operations.............................. (3,444.5) (196.2) (260.3) (106.0)
Other income, net................................. 90.7 6.9 10.5 3.7
-------- -------- -------- --------
Net loss.......................................... (3,353.8)% (189.3)% (249.8)% (102.3)%
======== ======== ======== ========
</TABLE>

23
<PAGE> 25

NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999

REVENUE

Total revenue increased 272% to $14.0 million in the nine months ended
September 30, 1999 from $3.8 million in the nine months ended September 30,
1998. This increase is attributable to an increase in our customer base
resulting in substantial growth in software license and services revenue.
Revenue from international sales increased to $5.0 million, or 36% of total
revenue, in the nine months ended September 30, 1999 from $215,000, or 6% of
total revenue, in the nine months ended September 30, 1998. The increase in
international sales is primarily due to increased selling and related activities
in Germany, Belgium, The Netherlands, The Czech Republic, Norway, France,
Singapore, Hong Kong and Taiwan.

Software License. Software license revenue increased 162% to $9.0 million
in the nine months ended September 30, 1999 from $3.4 million in the nine months
ended September 30, 1998. This increase is attributable to increased unit sales
of our products following the release of Version 2.0 in October of 1998 and
Version 2.5 in May of 1999, as well as higher prices realized for our products
in 1999 as compared to 1998.

Services. Services revenue increased 1,413% to $5.0 million in the nine
months ended September 30, 1999 from $332,000 in the nine months ended September
30, 1998. The primary factors for the nine month comparative increase are the
creation and expansion of our professional consulting organization and the
provision of a wider range of consulting services to customers, and an increase
in the number of customers and support contracts.

We believe that growth in our software license revenue depends on our
ability to provide our customers with support, education, and consulting
services and to educate third-party consulting partners on how to use our
products. As a result, we intend to continue to expand our services organization
in the future. We expect that revenue from professional consulting services will
increase in the future to the extent that additional customers license our
products and as we expand both our capacity for the delivery of these services,
as well as the scope of our services offerings. We expect that services revenue
from support agreements will increase in the future as a result of new and
existing license agreements.

COST OF REVENUE

Software License. Cost of software license revenue increased 174% to $1.1
million in the nine months ended September 30, 1999 from $392,000 in the nine
months ended September 30, 1998. This increase is attributable to increased
product, shipping and third party royalty costs from a larger volume of sales
orders and to costs associated with our independent software vendors. Cost of
software license revenue increased as a percentage of software license revenue
to 12% from 11% for the nine months ended September 30, 1999 as compared to the
nine months ended September 30, 1998. This increase reflects higher fulfillment
costs associated with the increase in international orders. We expect software
license costs to increase in the future due to additional customers licensing
our products, both domestically and internationally, as well as the licensing of
additional third-party technology that we may choose to embed in our product
offerings.

Services. Cost of services revenue increased 634% to $6.5 million in the
nine months ended September 30, 1999 from $880,000 in the nine months ended
September 30, 1998. This increase is due to an increase in the number of our
education and technical support personnel and to the creation and rapid
expansion of our consulting services business in late 1998 and all of 1999. To
date, our services costs have been higher than our services revenue. We expect
services costs to increase in the future to the extent that we continue to
generate new customers and associated software license and services revenue.
Services costs as a percentage of services revenue can be expected to vary
significantly from period to period depending on the mix of services we provide,
whether such services are provided by us or third-party contractors, and overall
utilization rates.

OPERATING EXPENSES

Sales and Marketing. Sales and marketing expenses increased 87% to $13.2
million in the nine months ended September 30, 1999 from $7.1 million in the
nine months ended September 30, 1998. This increase is

24
<PAGE> 26

attributable to increases in the number of sales employees in North America, as
well as the company's expansion of its international sales operations. We
believe these expenses will increase significantly in future periods as we
expect to continue to expand our sales and marketing efforts. We also anticipate
that sales and marketing expenses may fluctuate as a percentage of a total
revenue from period to period as new sales personnel are hired and begin to
achieve productivity.

Research and Development. Research and development expenses increased 37%
to $5.2 million in the nine months ended September 30, 1999 from $3.8 million in
the nine months ended September 30, 1998. This increase is primarily
attributable to increases in the number of research and development personnel to
support SilverStream's product development activities. We believe that continued
investment in research and development is critical to attaining our strategic
objectives, and, as a result, we expect research and development expenses to
increase significantly in future periods. To date, all software development
costs have been expensed in the period incurred.

General and Administrative. General and administrative expenses increased
75% to $2.6 million in the nine months ended September 30, 1999 from $1.5
million in the nine months ended September 30, 1998. This increase is
attributable to a growing number of administrative employees, as well as an
increase in the bad debt reserve as our revenue and accounts receivable grew. We
believe general and administrative expenses will increase, as we expect to add
personnel to support our expanding operations and incur additional costs related
to the growth of our business.

Compensation Charge for Issuance of Stock Options. We incurred a charge of
$298,000 for the nine months ended September 30, 1999 related to the issuance of
stock options with exercise prices below fair market value on the date of grant.
There was no such charge in the nine month period ended September 30, 1998.
Additional unvested outstanding options will continue to vest over the next five
years, which will result in additional compensation expense of approximately
$1.7 million in the aggregate in periods subsequent to September 30, 1999, which
will be charged to operations ratably over the next five years.

Amortization of Goodwill. We incurred a charge of $81,000 for the nine
months ended September 30, 1999 related to the amortization of goodwill, as a
result of the company's acquisitions which occurred in June and July 1999 of
three of its European distributors in The Czech Republic, Norway and France.
There were no such charges in the comparable nine month period ended September
30, 1998. Goodwill of approximately $1.9 million in the aggregate will continue
to be charged to operations ratably over the next five years relating to these
acquisitions.

OTHER INCOME, NET

Other income, net increased 30% to $515,000 in the nine months ended
September 30, 1999 from $395,000 in the nine months ended September 30, 1998.
This increase is attributable to an increase in interest income due to higher
cash balances in the comparable nine month period ended September 30, 1999
versus September 30, 1998.

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

REVENUE

Total revenue increased by approximately $6.6 million from $249,000 in 1997
to $6.8 million in 1998 due to the release of our initial products in November
1997 and the ensuing increase in our customer base. Revenue from international
sales increased by approximately $1.7 million from $68,000, or 27% of total
revenue, in 1997 to $1.8 million, or 27% of total revenue, in 1998 due to the
same factors. We had no revenue during the period from inception until December
31, 1996.

Software License. Software license revenue increased by approximately $5.7
million from $249,000 in 1997 to $6.0 million in 1998. We first began shipping
our products in November 1997. The increase in software license revenue was due
primarily to an increase in the number of customers resulting from a full year
of selling in 1998 and the release of Version 2.0 of our products in October
1998.

25
<PAGE> 27

Services. We had no services revenue in 1997 and services revenue of
$825,000 in 1998. Approximately 71% of our services revenue in 1998 resulted
from education and support services delivered to an increasing customer base and
the remainder resulted primarily from the sale of professional consulting
services.

COST OF REVENUE

Software License. Cost of software license revenue increased by
approximately $677,000 from $90,000 in 1997 to $767,000 in 1998. The increase is
attributable to increases in software license revenue and the royalties we pay
on third-party software incorporated into Version 2.0 of our products which
began shipping in October 1998.

Services. Cost of services revenue increased by approximately $1.1 million
from $282,000 in 1997 to $1.4 million in 1998. Of this increase, approximately
68% was due to an increase in our support organization and the balance was
primarily due to the creation of our professional consulting services
organization in 1998.

OPERATING EXPENSES

Sales and Marketing. Sales and marketing expenses in 1996 amounted to
$35,000 and increased by approximately $6.9 million from $3.9 million in 1997 to
$10.8 million in 1998. The increase in these periods was due to increases in
sales and marketing personnel and marketing program expenditures. During 1998,
we expanded international sales and marketing operations in Germany, Belgium,
The Netherlands, Hong Kong, Singapore and Taiwan and we increased the number of
personnel and offices in North America.

Research and Development. Research and development expenses in 1996
amounted to $850,000 and increased by approximately $2.4 million from $2.6
million in 1997 to $5.1 million in 1998. The increase in these periods was
primarily due to the hiring of more engineering personnel.

General and Administrative. General and administrative expenses in 1996
amounted to $120,000 and increased by approximately $180,000 from $2.0 million
in 1997 to $2.1 million in 1998. The increase in these periods was primarily due
to the hiring of more personnel.

OTHER INCOME, NET

Other income, net in 1996 amounted to $53,000 and increased by
approximately $250,000 from $225,000 in 1997 to $475,000 in 1998. The increase
was due primarily to an increase in interest income earned from cash balances on
hand in 1998 compared to 1997. Proceeds from the private sale of equity
securities in 1997 and 1998 caused cash and short-term investment balances in
1998 to be higher than those in 1997.

QUARTERLY RESULTS

The following table presents our unaudited quarterly operating results for
each of the eight quarters through September 30, 1999 both in absolute dollars
and as a percentage of our total revenue for each quarter. This information has
been derived from our unaudited consolidated financial statements. The unaudited
consolidated financial statements have been prepared on the same basis as the
audited consolidated financial statements contained in this prospectus and
include all adjustments, consisting only of normal recurring adjustments, that
we consider necessary for a fair presentation of such information. You should
read this information in conjunction with our Consolidated Financial Statements
and Notes thereto appearing elsewhere in this prospectus. You should not draw
any conclusions about our future results from the results of operations for any
quarter.

26
<PAGE> 28

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------------------------------------------------------
DEC. 31, MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30,
1997 1998 1998 1998 1998 1999 1999 1999
-------- --------- -------- --------- -------- --------- -------- ---------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenue:
Software license............... $ 249 $ 579 $ 948 $ 1,916 $ 2,539 $ 2,607 $ 2,908 $ 3,495
Services....................... -- 104 113 115 494 867 1,400 2,757
------- ------- ------- ------- ------- ------- ------- -------
Total revenue........... 249 683 1,061 2,031 3,033 3,474 4,308 6,252
Cost of revenue:
Software license............... 90 118 116 158 375 303 383 391
Services....................... 282 252 267 361 534 1,330 1,836 3,296
------- ------- ------- ------- ------- ------- ------- -------
Total cost of revenue... 372 370 383 519 909 1,633 2,219 3,687
------- ------- ------- ------- ------- ------- ------- -------
Gross profit (loss).............. (123) 313 678 1,512 2,124 1,841 2,089 2,565
Operating expenses:
Sales and marketing............ 1,283 2,305 2,116 2,658 3,696 3,988 4,270 4,962
Research and development....... 647 1,240 1,190 1,336 1,304 1,503 1,839 1,831
General and administrative..... 1,123 532 462 489 659 697 963 940
Compensation charge for
issuance of stock options.... -- -- -- -- -- 15 175 108
Amortization of goodwill....... -- -- -- -- -- -- -- 81
------- ------- ------- ------- ------- ------- ------- -------
Total operating
expenses.............. 3,053 4,077 3,768 4,483 5,659 6,203 7,247 7,922
------- ------- ------- ------- ------- ------- ------- -------
Loss from operations............. (3,176) (3,764) (3,090) (2,971) (3,535) (4,362) (5,158) (5,357)
Other income, net................ 216 97 155 143 80 40 138 337
------- ------- ------- ------- ------- ------- ------- -------
Net loss......................... $(2,960) $(3,667) $(2,935) $(2,828) $(3,455) $(4,322) $(5,020) $(5,020)
Beneficial conversion feature in
Series D preferred stock....... -- -- -- -- -- -- (263) --
------- ------- ------- ------- ------- ------- ------- -------
Net loss applicable to common
stockholders................... $(2,960) $(3,667) $(2,935) $(2,828) $(3,455) $(4,322) $(5,283) $(5,020)
======= ======= ======= ======= ======= ======= ======= =======
AS A PERCENTAGE OF TOTAL REVENUE:
Revenue:
Software license............... 100% 85% 89% 94% 84% 75% 68% 56%
Services....................... -- 15 11 6 16 25 32 44
------- ------- ------- ------- ------- ------- ------- -------
Total revenue........... 100 100 100 100 100 100 100 100
Cost of revenue:
Software license............... 36 17 11 7 12 9 9 6
Services....................... 113 37 25 18 18 38 42 53
------- ------- ------- ------- ------- ------- ------- -------
Total cost of revenue... 149 54 36 25 30 47 51 59
------- ------- ------- ------- ------- ------- ------- -------
Gross profit (loss).............. (49) 46 64 75 70 53 49 41
Operating expenses:
Sales and marketing............ 516 337 200 132 122 115 99 80
Research and development....... 260 182 112 65 43 43 43 29
General and administrative..... 451 78 43 24 22 20 22 15
Compensation charge for
issuance of stock options.... -- -- -- -- -- -- 4 2
Amortization of goodwill....... -- -- -- -- -- -- -- 1
------- ------- ------- ------- ------- ------- ------- -------
Total operating
expenses.............. 1,227 597 355 221 187 178 168 127
------- ------- ------- ------- ------- ------- ------- -------
Loss from operations............. (1,276) (551) (291) (146) (117) (125) (119) (86)
Other income, net................ 87 14 15 7 3 1 3 6
------- ------- ------- ------- ------- ------- ------- -------
Net loss......................... (1,189)% (537)% (276)% (139)% (114)% (124)% (116)% (80)%
Beneficial conversion feature in
Series D preferred stock....... -- -- -- -- -- -- (6) --
------- ------- ------- ------- ------- ------- ------- -------
Net loss applicable to common
stockholders................... (1,189)% (537)% (276)% (139)% (114)% (124)% (122)% (80)%
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>

27
<PAGE> 29

Our total revenue has increased in each quarter following the commercial
release of our products in November 1997. The increase in each quarter is due to
the increase in the number of our customers resulting from increased market
awareness and acceptance of our software, expansion of our sales organization
and increased services revenue reflecting the growth in the installed base of
product licenses. Growth in software license revenue accelerated in the last two
quarters of 1998 as we increased our direct sales force in North America and
expanded direct European operations in Germany, Belgium and The Netherlands.
Services revenue increased in the fourth quarter of 1998 and the first three
quarters of 1999 following the release of Version 2.0 of our Application Server
and the expansion of our professional consulting services organization and our
services offerings.

Cost of software license revenue has increased in conjunction with our
increases in software license revenue. Software license costs were higher in the
quarter ended March 31, 1998 due to the increased number of releases following
the release of Version 1.0 of our Application Server in November 1997 and in the
quarter ended December 31, 1998 following the release of Version 2.0 in October
1998.

Cost of services revenue has increased as we have increased the size of our
support, education and professional consulting organizations. Cost of services
revenue increased during the quarters ended December 31, 1998, March 31, 1999,
June 30, 1999 and September 30, 1999 due to increased usage of third-party
consultants as well as salaries and related costs for increased professional
services personnel as a result of the expansion of our professional consulting
services organization.

Operating expenses have generally increased in absolute dollars each
quarter as we have increased staffing in sales and marketing, product
development and general and administrative functions. Sales and marketing
expenses increased in the quarters ended September 30, 1998 and December 31,
1998 due to an increase in the number of direct sales staff in North America and
the expansion of sales operations in Germany, Belgium and The Netherlands. Sales
and marketing expenses further increased in the quarter ended December 31, 1998
with the expansion of sales operations in Hong Kong, Singapore and Taiwan. Sales
and marketing expenses increased in each of the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999 due to increases in salaries, the number of
direct sales personnel and sales commissions and incentives paid in each
quarter. Research and development expenses increased in the quarters ended March
31, 1999 and June 30, 1999 due to an increase in personnel and the creation of a
performance and tuning laboratory which resulted in increased depreciation and
equipment lease costs.

General and administrative expenses decreased during the quarter ended
March 31, 1998 as employees were assigned to other departments as marketing,
sales and research and development activities increased. General and
administrative expenses decreased further in the quarter ended June 30, 1998 due
to a decrease in the provision for doubtful accounts and decreases in travel
expenses. General and administrative expenses increased in the quarter ended
December 31, 1998 due to increases in personnel and contracting fees and an
increase in the provision for doubtful accounts.

Subsequent to the completion of SilverStream's equity financing in late
1997, other income, net generally decreased as cash balances declined until the
quarter following an additional equity financing in March 1999. Interest expense
has generally decreased since the quarter ended June 30, 1998 as equipment term
loans were paid down. In the quarter ended June 30, 1999, interest expense has
increased along with an increase in equipment loan borrowings.

As a result of our limited operating history, we cannot forecast operating
expenses based on historical results. Accordingly, we base our expenses in part
on future revenue projections. Most of these expenses are fixed in the short
term, and we may not be able to quickly reduce spending if revenue is lower than
we have projected. Our ability to forecast accurately our quarterly revenue is
limited due to the long sales and deployment cycle of our software products,
which makes it difficult to predict the quarter in which license sales will
occur, and the early nature of the market for application servers. If our
revenue does not meet projections, our business, operating results and financial
condition could be materially adversely affected and net losses in a given
quarter would be even greater than expected.

We plan to increase our operating expenses to expand sales and marketing
operations, develop new distribution channels, fund greater levels of research
and development, broaden professional services, expand our facilities and
support and improve operational and financial systems. If our revenue does not
increase along

28
<PAGE> 30

with these expenses, our business, operating results and financial condition
could be materially adversely affected and net losses in a given quarter would
be even greater than expected.

Although we have a limited operating history, we believe that quarterly
operating results may experience seasonal fluctuations. For instance, quarterly
results may fluctuate based on customer calendar year budgeting cycles and slow
summer purchasing patterns in Europe.

NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS

As of December 31, 1998, we had net operating losses and research and
development credit carryforwards of approximately $22.3 million and $350,000,
respectively. The net operating loss and research and development credit
carryforwards will expire at various dates, beginning in 2012, if not utilized.
Under the provisions of the Internal Revenue Code of 1986, as amended,
substantial changes in our ownership may limit the amount of net operating loss
carry-forwards that can be utilized annually in the future to offset taxable
income. A valuation allowance has been established to fully reserve the
potential benefits of these carryforwards in our financial statements to reflect
the uncertainty of future taxable income required to utilize available tax loss
carryforwards and other deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have funded our operations primarily through the
private sale of our equity securities and our initial public offering resulting
in aggregate net proceeds of approximately $97.5 million. We have also funded
our operations through equipment financings. As of December 31, 1998, we had
$4.5 million in cash, cash equivalents and marketable securities, and $5.1
million in working capital. As of September 30, 1999, we had $56.5 million in
cash, cash equivalents and marketable securities, and $55.2 million in working
capital. We have two term loans and a line of credit for amounts borrowed to
finance equipment. These term loans and line of credit are from the same bank
and bear interest at the bank's prime rate (8.25% at September 30, 1999) plus
0.5%. At September 30, 1999, we had a total of approximately $1.1 million
outstanding under these term loans and the line of credit. Borrowings under
these term loans and the line of credit are secured by substantially all of our
tangible assets. On October 31, 1999, the line of credit converted into a term
loan, with principal repayments commencing on November 1, 1999 in 36 equal
monthly payments.

Net cash used in operating activities was $8.0 million in 1997, $13.0
million in 1998 and $11.6 million in the nine months ended September 30, 1999.
Net cash flows from operating activities in each period reflect increasing net
losses and, to a lesser extent, accounts receivable offset in part by increases
in accounts payable, accrued expenses and deferred revenue.

Net cash used in investing activities was $1.6 million in 1997, $4.3
million in 1998 and $3.3 million in the nine months ended September 30, 1999.
Investing activities reflects purchases of property and equipment in each
period, as well as purchases of short-term investments.

Net cash provided by financing activities was $23.4 million in 1997, $1.9
million in 1998 and $65.1 million in the nine months ended September 30, 1999.
Cash provided by financing activities includes proceeds from the issuance of
preferred and common stock, offset by the payments on long-term debt in each
period, as well as proceeds from equipment financings in 1997, 1998 and the nine
months ended September 30, 1999.

Capital expenditures were $1.6 million in 1997, $1.0 million in 1998 and
$1.7 million in the nine months ended September 30, 1999. Our capital
expenditures consisted of purchases of operating resources to manage our
operations, including computer hardware and software, office furniture and
equipment and leasehold improvements. Purchases of computer equipment represent
the largest component of our capital expenditures. We expect this trend to
continue as we move our headquarters in the second quarter of 2000, increase the
number of employees, increase the size of our development and quality assurance
testing facilities and improve and expand our information systems. We expect
that our capital expenditures will continue to increase in the future. Since
inception, we have generally funded capital expenditures either through the use
of working capital or with equipment bank loans.

29
<PAGE> 31

On December 13, 1999 we acquired two companies, GemLogic and ObjectEra. The
total consideration for GemLogic and ObjectEra is $20.2 million paid in shares
of our common stock and cash. Additional future consideration of up to $1.95
million in cash and up to $6.75 million in common stock will be paid in the
future depending on future events. Of the cash portion of the total
consideration, we paid $4.2 million on December 13, 1999 and expect to make a
cash payment of $3.9 million on February 1, 2000. Employees of GemLogic were
granted non-qualified stock options at exercise prices ranging between
approximately $40 and $60 per share. A compensation charge for the issuance of
these stock options, representing the difference between the exercise price of
options granted and the fair market value, of up to approximately $5.6 million
in the aggregate will be charged to operations based upon vesting of these
options over the next four to seven years.

On November 9, 1999 we entered into a lease for our principal executive
offices. The term of the lease is from March 1, 2000 to February 28, 2006.
Annual lease payments are $800,000 for the first year, $1,200,000 for the second
year and $1,375,000 for each of the remaining years.

We expect to experience significant growth in our operating expenses,
particularly research and development and sales and marketing expenses, for the
foreseeable future in order to execute our business plan. As a result, we
anticipate that such operating expenses, as well as planned capital expenditures
and the expansion of our professional services organization, will constitute a
material use of our cash resources. In addition, we may utilize cash resources
to fund acquisitions of, or investments in, complementary businesses,
technologies or product lines. We believe that the net proceeds from the sale of
the common stock in this offering, together with funds generated from operations
and existing cash and cash equivalents, will be sufficient to meet our working
capital requirements for at least the next 12 months. Thereafter, we may find it
necessary to obtain additional equity or debt financing. In the event additional
financing is required, we may not be able to raise it on acceptable terms or at
all.

YEAR 2000 COMPLIANCE

The "Year 2000 Issue" refers generally to the problems that some software
may have in determining the correct century for the year. For example, software
with date-sensitive functions that is not Year 2000 compliant may not be able to
distinguish whether "00" means 1900 or 2000. This could result in failures or
the creation of erroneous results.

We have defined Year 2000 compliant as the ability to:

- Correctly handle date information needed for the December 31, 1999 to
January 1, 2000 date change;

- Function according to the product documentation provided for this date
change, without changes in operation, assuming correct configuration;

- Where appropriate, respond to two-digit date input in a way that resolves
the ambiguity as to century in a disclosed, defined and predetermined
manner;

- Store and provide output of date information in ways that are unambiguous
as to century if the date elements in interfaces and data storage specify
the century; and

- Recognize year 2000 as a leap year.

The risks posed by Year 2000 issues could adversely affect our business in
a number of significant ways. Although we believe that our internally developed
systems and technology are Year 2000 compliant, our information and
non-information technology systems nevertheless could be substantially impaired
or cease to operate due to Year 2000 problems. Additionally, we rely on
information technology supplied by third parties and the resellers of our
products are heavily dependent on information technology systems and on their
own and third-party vendor systems. Year 2000 problems experienced by us or any
of these third parties could materially adversely affect our business.

We have conducted a Year 2000 readiness review for the current versions of
our products. This review included assessment, validation, testing and, where
necessary, remediation, upgrading and replacement of

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<PAGE> 32

product versions, as well as contingency planning. We continue to respond to
customer questions about prior versions of our products on a case-by-case basis.

Based on our review, we believe the current versions of our products are
Year 2000 compliant, when configured and used in accordance with the related
documentation, so long as the underlying operating system of the host machine
and any other software used with or in the host machine or with our products are
also Year 2000 compliant. We do not believe that versions of our products prior
to Version 2.5 are Year 2000 compliant, and we encourage users of these versions
to upgrade to the latest version. We do not provide software patches or remedial
software programs for versions of our products prior to Version 2.5. Our
customers who have update assurance agreements with us each have the right to
receive the latest version of our product. Our customers who do not have update
assurance agreements with us may purchase the latest version of our product from
us.

We have not separately tested software obtained from third parties that is
incorporated into our products. We have tested this third-party software as
incorporated in our products as part of our product review. We are also seeking
assurances from these third parties that this software is Year 2000 compliant.
We plan to upgrade or replace any third-party software incorporated in our
products which is not Year 2000 compliant. If we are unable to upgrade or
replace any non-compliant software promptly, and our products or portions of our
products fail to operate correctly, our business and results of operations could
be materially adversely affected.

Despite testing by us and by current and potential clients, and assurances
from developers of products incorporated into our products, our products may
contain undetected errors or defects associated with Year 2000 date functions. A
third-party assurance consists of a letter to us, or a public notice, from the
third party asserting Year 2000 compliance. Errors or defects in our products
could result in delay or loss of revenue, diversion of development resources,
damage to our reputation, increased service and warranty costs, or liability to
our customers, any of which could materially adversely affect our business,
operating results, or financial condition. Some commentators have predicted
significant litigation regarding Year 2000 compliance issues. Because of the
unprecedented nature of such litigation, it is uncertain whether or to what
extent we may be affected by it.

We have completed an assessment of our material internal information
technology systems, including both our own software products and third-party
software and hardware technology, including our accounting system, customer
service and support system and phone system. We have also completed an
assessment of our non-information technology systems. We are not currently aware
of any material operational issues associated with preparing our internal
information technology and non-information technology systems for the Year 2000.
However, we may experience material unanticipated problems and costs caused by
undetected errors or defects in the technology used in our internal information
technology and non-information technology systems.

We do not currently have any information concerning the Year 2000
compliance status of our customers. Our current or future customers may incur
significant expenses to achieve Year 2000 compliance. If our customers are not
Year 2000 compliant, they may experience material costs to remedy problems, or
they may face litigation costs. In either case, Year 2000 issues could reduce or
eliminate the budgets that current or potential customers could have for
purchases of our products and services, or delay those purchases. As a result,
our business, results of operations or financial condition could be materially
adversely affected.

Costs related to the Year 2000 issue have been immaterial to date and we
expect total future costs to remain below $350,000, of which $100,000 has been
accrued as of September 30, 1999. We have funded our Year 2000 plan from
operating cash flows and have not separately accounted for these costs in the
past. To date, these costs have not been material. We will incur additional
costs related to the Year 2000 plan for administrative personnel to manage the
project, outside contractor assistance, technical support for our products,
product engineering and customer satisfaction. We may experience material
problems and costs with Year 2000 compliance that could adversely affect our
business, results of operations and financial condition.

We intend to address all situations that may result if we experience
material unanticipated problems with our critical operations. We have available
internal resources to analyze, assess, and direct remediation efforts if
necessary, backup systems that don't rely on computers, and alternative sources
of supply. Remediation costs

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may be material. Finally, we are also subject to external forces that might
generally affect industry and commerce, such as utility or transportation
company Year 2000 compliance failure interruptions. If any of our operations
experience Year 2000 problems and our remediation efforts are inadequate to
address the problems, then our business, results of operations or financial
condition could be materially adversely affected.

CONVERSION TO EURO

Eleven of the 15 common member countries of the European Union have agreed
to adopt the Euro as their legal currency. We have arranged for the necessary
modifications of our internal information technology and other systems to
accommodate Euro-denominated transactions. In addition, our products support the
Euro currency symbol. We are also assessing the business implications of the
conversion to the Euro, including long-term competitive implications and the
effect of market risk with respect to financial instruments. Based on the
foregoing, we do not believe the Euro will have a significant effect on our
business, financial position, cash flows or results of operations. We will
continue to assess the impact of Euro conversion issues as the applicable
accounting, tax, legal and regulatory guidance evolves.

MARKET RISK

SilverStream does not currently use derivative financial instruments. We
generally place our marketable security investments in high credit quality
instruments, primarily U.S. Government and Federal Agency obligations,
tax-exempt municipal obligations and corporate obligations with contractual
maturities of ten years or less. We do not expect any material loss from our
marketable security investments and therefore believe that our potential
interest rate exposure is not material.

Internationally, SilverStream invoices customers primarily in local
currency. We are exposed to foreign exchange rate fluctuations from when
customers are invoiced in local currency until collection occurs. We do not
currently enter into foreign currency hedge transactions. Through September 30,
1999, foreign currency fluctuations have not had a material impact on our
financial position or results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 1998, the Accounting Standards Executive Committee ("AcSEC")
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance for accounting for costs of software products developed or
purchased for internal use, including when costs should be capitalized. The
adoption of this standard did not have a material effect on our financial
condition or results of operations.

In April 1998, AcSEC issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"). SOP 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the financial reporting
of start-up costs and organization costs. It requires costs of start up
activities and organization costs to be expensed as incurred. The adoption of
this standard did not have a material effect on our financial condition or
results of operations.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives and Hedging Activities" ("SFAS No. 133"), which
establishes accounting and reporting standards for derivative instruments,
including derivative instruments embedded in other contracts, (collectively
referred to as derivatives) and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
We are presently analyzing the impact, if any, that the adoption of SFAS No. 133
will have on our financial condition or results of operations.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101 "Revenue Recognition in Financial Statements."
The SAB formalizes positions the staff has expressed in speeches and comment
letters. SAB 101 is effective no later than the first fiscal quarter of the
fiscal year beginning after December 15, 1999. We are presently analyzing the
impact, if any, that the adoption of SAB 101 will have on our financial
condition or results of operations.

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BUSINESS

OVERVIEW

SilverStream is a global provider of software and services that enable
businesses and other large organizations to create, deploy and manage software
programs for intranets, extranets and the Internet. The advantages of Web-based
technology are driving the creation of a new generation of business-transforming
software programs. These powerful Web-based programs, or Web applications, link
a broad universe of customers, vendors, employees and partners with multiple,
diverse data sources. In addition, organizations can design their applications
to include the rules that govern the operation of these applications in a manner
consistent with their business policies. These rules are known as business
logic. We believe our products and services help our customers to rapidly
develop Web applications that are scalable, reliable and secure. Using our
products and services, organizations can create and deploy robust Web
applications in diverse areas such as e-commerce, employee self-service, supply
chain management and customer service.

Our products consist of an application server, an integrated set of
development tools and enterprise data connectors. An application server is a
software product that provides access to various forms of electronic information
and communicates, usually in the form of a Web application, with the computers
of users accessing the information. The SilverStream Application Server tightly
integrates data sources, business logic and presentation of content to the user.
Using our Application Server, our customers can seamlessly access information
and data from diverse sources. Our products allow the business logic to be
maintained centrally and therefore easily changed and instantly implemented. The
SilverStream Application Server maintains the presentation, or look and feel, of
the application centrally and presents content to the user locally, without the
need to install application software on the user's remote computer. We believe
our development tools shorten the development time and simplify the development
process required to build complex Web applications. Our enterprise data
connectors facilitate access to data sources associated with some third-party
business applications, such as inventory or employee information systems. We
also offer comprehensive application engineering, implementation, training and
support services to help ensure the successful development and implementation of
Web applications by our customers.

We have also announced the formation of an e-Business Solutions group to
deliver pre-built application frameworks. These frameworks provide pre-built,
reusable software components and tools that provide some of the key
functionality common across Web applications without sacrificing the
customization necessary to preserve competitive advantage and meet a customer's
business needs. Our first planned product from our
e-Business Solutions group is a framework for enterprise portals, which are Web
applications that provide an integrated, personalized view of all the
applications and information that an individual employee, customer or partner
needs on a regular basis. Both of these additions to our product and service
offerings will be built on top of our Application Server, leveraging its
performance and scalability as well as our integrated development tools.

INDUSTRY BACKGROUND

During the last 40 years, computer-based business applications have evolved
through three fundamental architectures: mainframe, client/server, and, now,
Web-based computing. The introduction of each of these architectures has created
opportunities to develop new applications for businesses. Business application
computing began with the mainframe, which enabled centralized control of these
applications, but gave

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limited access to users. The development of personal computers and the
widespread adoption of local area networks provided the foundation for
client/server computing, which gave more users greater access to information and
applications, but sacrificed centralized control.

Web-based computing combines the benefits of prior computing architectures
with far greater accessibility for networked, mobile and remote users. Today,
organizations are extending their enterprises by using the Internet to connect
their customers, vendors, employees and partners. To link their constituencies
across these extended enterprises, organizations are creating Web applications
that enable the dynamic delivery of information and transactional capabilities.
The increasing use of Web-based computing by organizations reflects the ability
of these powerful Web applications to fundamentally transform the way these
organizations operate. Application servers enable organizations to create,
deploy and manage these Web applications. Based on information provided to
SilverStream, we believe that the market for application server software will
grow from $412 million in 1998 to $2.2 billion by 2002.

Organizations often employ Web applications to conduct "e-business," which
refers to business-to-business, business-to-employee and business-to-consumer
transactions and communications conducted through the use of Internet
technology. These organizations recognize that if they are able to offer
easy-to-access, compelling, real-time applications as a means of transacting
business, they can create closer and more enduring business relationships, new
efficiencies and significant competitive and strategic advantages. As a result
of these benefits, the e-business market is large and growing rapidly. Based on
information provided to SilverStream, we believe that Internet-based
business-to-business trade, the subset of e-business that encompasses the trade
of goods and services in which the final order is placed over the Internet, will
grow from $43 billion in 1998 to over $1 trillion by 2003.

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<PAGE> 36

In order to compete in this dynamic e-business environment, organizations
need comprehensive, integrated solutions that enable the creation of powerful
Web-based applications, shorten the development time for initial deployment and
allow rapid updates and changes. To capitalize on the new opportunities afforded
by Web applications, organizations must overcome several challenges:

<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------
CHALLENGE CUSTOMER NEED
- --------------------------------------------------------------------------------------------------------
Data stored in multiple diverse data - Ability to aggregate and manipulate data from
sources multiple diverse sources
- Ability to present seamless, easy-to-use interface
to data

Heterogeneous, incompatible legacy - Web development programs based on generally
software applications and computer accepted industry standards
platforms - Interoperability of Web applications among legacy
applications and platforms
- Preservation of investment in pre-existing, or
legacy, resources

Availability of business-critical Web - Rapid response time for users
applications - Secure, controlled access
- Reliable performance and up time

Accessibility by unknown and unpredictable - Scalability
user community - Compatibility with various popular user interfaces

Ability to manage and update Web - Centralized business logic
applications - Centralized command and control functionality

Development time in an environment with - Integrated, powerful and easy-to-use development
limited information technology resources environment
- Rapid development, deployment and modification of
Web applications
- --------------------------------------------------------------------------------------------------------
</TABLE>

To meet these challenges, organizations have been required to use multiple
development tools, programming languages and applications from different
vendors. As a result, organizations have typically had to rely on custom
programming and complex integration activities to develop their Web
applications, which have often been difficult and expensive to create, deploy
and manage.

THE SILVERSTREAM SOLUTION

SilverStream is a global provider of software and services that enable
businesses and other large organizations to create, deploy and manage software
programs for intranets, extranets and the Internet. Organizations use our
products for such diverse Web applications as e-commerce, employee self-service,
supply chain management and customer service. We believe our products and
services provide the following benefits:

Enable Creation and Deployment of Business-Focused Web
Applications. Business-focused Web applications enable the dynamic delivery of
information and transactional capabilities to a broad group of users. Our
products enable large organizations to manage scalable, reliable and secure Web
applications and

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<PAGE> 37

address the unpredictable traffic volumes and patterns and other challenges
faced by Web applications. By addressing performance, connectivity and security
issues, our products allow customers to focus their resources on the business
elements of their Web applications such as reaching new customers, developing
new businesses, providing superior customer service, shortening supply cycles
and improving the flow of information.

Extend Reach of Applications and Simplify Administration. The SilverStream
Application Server allows organizations to leverage the advantages of thin
client computing, which eliminates the need for application software to be
installed on the user's computer. Our Application Server allows users to access
Web applications through common, easy-to-use Web browsers and other graphical
interfaces. The central location of Web applications permits organizations to
rapidly modify and deploy applications, enabling organizations to respond
quickly to evolving business requirements. These benefits allow organizations to
extend Web applications to a broader audience and assist these organizations in
reducing their administrative and maintenance costs.

Enable Creation of Applications that Access Multiple Information
Sources. The existence of diverse systems, information and data sources often
results in stand-alone applications that are unable to interact with one
another. SilverStream's products allow Web applications to access information
and data seamlessly from various sources, such as databases, software
applications that run on mainframe computers, and manufacturing, accounting,
inventory, purchasing and document management systems. By using our products,
customers can focus on the design and functionality of strategic Web
applications to create comprehensive solutions while preserving their
investments in legacy systems.

Reduce the Complexity of Developing Web Applications. SilverStream's
integrated set of development tools provide a common development environment and
a consistent look and feel that span multiple, diverse technologies, such as the
language used to describe Web pages known as Hyper-Text Markup Language and
commonly referred to as HTML, a widely used programming language known as Java,
and reusable software objects. We provide a consistent development interface
that is familiar to application developers and we offer powerful development
functionality. Our products and related consulting, education and support
services enhance the productivity of Web application developers, allowing our
customers to leverage the existing capabilities of their development staff in an
environment where skilled Web application developers are in short supply.

STRATEGY

Our objective is to enhance our position as a global provider of
application server software and related products and services. To achieve this
goal, we are pursuing the following strategies:

Capture Emerging Market Opportunity. The market for Web-based application
servers is relatively new. We believe that it is important to reach customers at
an early stage of their adoption of Web technology. We intend to expand our
customer base by seeding a large number of accounts with our products and
offering a range of services to help ensure that initial implementations are
successful. We plan to leverage these initial successes by selling additional
application servers as customers expand their initial deployments and develop
new Web applications.

Extend Technology Leadership. We intend to enhance our leadership position
by increasing the performance, functionality and ease of use of our Application
Server and by integrating new technologies into our products. We will continue
to devote substantial resources to the enhancement of our application server
software. The next release of our Application Server, Version 3.0, is expected
to include improvements to the programming environment as well as support for
computing standards such as Enterprise JavaBeans (EJB) and Java2, and
third-party development tools such as Inprise's JBuilder and Symantec's Visual
Cafe. We intend to leverage our core technology by developing and selling
additional complementary products. In early 1999, we introduced our Enterprise
Data Connectors, which facilitate connections to popular business applications
such as SAP, Lotus Notes and PeopleSoft. On December 13, 1999 we acquired two
companies, GemLogic and ObjectEra. GemLogic is a developer of an XML integration
server. This software application is expected to be included in the future with
our Application Server. ObjectEra is a developer of JBroker, a
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software program called an Object Request Broker (ORB). This program is expected
to be included in the next version of our Application Server. We have also
announced the formation of an e-Business Solutions group to develop applications
frameworks. The first planned product from our e-Business Solutions group is a
framework for enterprise portals.

Maintain Commitment to Generally Accepted Industry Standards and
Interoperability. We plan to continue to support generally accepted industry
standards in our Application Server to facilitate interoperability with major
databases, operating systems, network protocols and hardware platforms. Our
Application Server currently supports standards for programming languages such
as Hyper-Text Markup Language and Java, as well as standards for communication
protocols, security mechanisms, and directory and database access. By supporting
generally accepted standards, we are able to market our products to a broad
range of customers who can then choose among the hardware, software and
networking technologies that best serve their needs without sacrificing
performance, functionality or flexibility.

Leverage Professional Services Capabilities. As Web-based technologies
have become increasingly important to our customers, there has been increased
demand for comprehensive service offerings. By offering our clients a full range
of professional services on a global basis, we promote the rapid success of
customer projects, creating significant opportunities to sell additional
software licenses to our customers. We intend to increase the size of our
service organization worldwide. In addition, we intend to augment our service
offerings by developing and strengthening our strategic relationships with
systems integrators and consultants.

Expand Worldwide Sales Efforts. To expand our sales to both new and
existing customers, we plan to continue to pursue a multi-channel distribution
strategy that includes both our direct sales force and relationships with
independent software vendors, value-added resellers and consulting partners. We
currently have ten offices throughout North America and plan to continue to
expand our North American sales staff. We also plan to continue expansion of our
international presence by establishing additional overseas offices, adding
direct sales personnel and increasing our indirect sales and services channels.
We currently have seven sales offices in Europe and three in Asia. Our
international sales accounted for approximately 27% and 36% of our total revenue
in 1998 and the first nine months of 1999, respectively.

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PRODUCTS AND SERVICES

PRODUCTS

Our product offerings are summarized below:

<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
PRODUCT DESCRIPTION SHIPMENT DATES
- --------------------------------------------------------------------------------------------------------

Application Server Application server for the creation, deployment and Version 2.5 shipped in
management of Web applications. May 1999. First
version shipped in
Available for Windows NT, Solaris or HP-UX November 1997.
operating systems.
Licensed on a per processor basis for unlimited
users with no per seat or per connection charges.

Single Developer A complete set of development and testing software Version 2.5 shipped in
Pack products for creating Web applications integrated May 1999. First
Group Developer Pack with the SilverStream Application Server. version shipped in
(5 or 10 Developers) November 1997.
The Single Developer Pack is for standalone
development on a single Windows NT machine.
The Group Developer Packs are for teams of up to 5
or 10 developers to work both independently on
their own computers and as a group. Includes 5 or
10 Single Developer Packs and a 5- or 10-user
SilverStream Application Server for group testing
on Windows NT, Solaris or HP-UX operating
systems.
Each of the Developer Packs is priced and sold
separately.

Enterprise Data Products that provide connections to SAP, Lotus First shipped in April
Connectors Notes and PeopleSoft applications. 1999.
Each Enterprise Data Connector is priced and sold
separately.
- --------------------------------------------------------------------------------------------------------
</TABLE>

SERVICES

As part of our ongoing commitment to provide a complete solution for our
customers, we offer comprehensive consulting, education and technical support
services that complement our product offerings. As of November 30, 1999, our
services organization comprised 98 professionals.

To complement our service organization, we train and promote a broad
network of SilverStream partners, ranging from international consulting firms to
local consultants that offer consulting, education and technical support
services. Our customers are encouraged to engage consultants, instructors and
developers whose proficiency with our products has been certified by us and who
have been designated Certified SilverStream Developers or Certified SilverStream
Field Application Engineers.

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<PAGE> 40

Consulting Services. We provide application engineering and
implementation services to assist our customers in developing and
implementing Web applications using our products. Consulting services
include advisory, prototyping, design, test and configuration, deployment
and tuning services, and technical account management services. We
generally provide our consulting services on a time and materials basis.

Education Services. We offer our customers and partners introductory
and advanced training in the use of our software products. Our employees as
well as Certified SilverStream Trainers offer our training classes around
the world. We price these services by course.

Technical Support Services. We believe that a high level of technical
support services is critical to our customers' success and an important
competitive advantage. We offer technical support to our customers, ranging
from dedicated on-site support personnel, to telephone support from our
Burlington and Belgium offices during normal business hours, to 24-hour
on-line support available through our Website. The pricing of our technical
support services varies according to the level of support required.

PRODUCT ARCHITECTURE

The SilverStream Application Server incorporates components and features
required to create, deploy and manage scalable and sophisticated Web
applications. The fundamental components of the architecture are shown below:

[Narrative description of graphic material omitted in electronically filed
document]

[This is a detailed graphic outlining the fundamental components of the
architecture:]

SilverStream Application Server

1. At the bottom is a horizontal three-dimensional rectangle entitled
"Enterprise Deployment Services," which rectangle includes four boxes
entitled "Scalability," "Reliability," "Security" and "Manageability."

2. On top of the rectangle are three vertical three-dimensional rectangles:
a. The vertical rectangle on the left is entitled "Presentation Layer," and
includes two boxes entitled "HTML" and "Java'
b. The vertical rectangle in the middle is entitled "Business Logic Layer,"
and includes three boxes entitled "Distributed Objects," "Transactions"
and "Content Management'
c. The vertical rectangle on the right is entitled "Data Access Layer," and
includes two boxes entitled "Data Access Objects" and "Enterprise Data
Connectors'

3. Above the three rectangles and connected to each by thin lines is a
horizontal three-dimensional rectangle entitled "Development Tools."

4. To the left of the rectangle entitled "Presentation Layer" are two computer
icons under the title "Users." There is a two-way arrow between the rectangle
and the icons.

5. To the right of the rectangle entitled "Data Access Layer" are three
three-dimensional cylinders under the title "Data." There is a two-way arrow
between the rectangle and the cylinders.]

PRESENTATION LAYER

Presentation refers to the user interface layer of an application. This is
where the user interacts with the application by entering data, using menus and
hyperlinks, and viewing dynamically generated pages containing data and rich
content. Our products allow developers to support both Hyper-Text Markup
Language and Java graphical user interfaces. Hyper-Text Markup Language has the
advantage of quickly running in any Web browser. Java has the advantage of
providing a much richer interactive user interface that is similar to that of a
Microsoft Windows application, but requires an initial download of some
software. Typically, our customers choose to mix both technologies in a single
application, using Hyper-Text Markup Language for Internet users and Java for
intranet users who interact heavily with the application.

Hyper-Text Markup Language. The SilverStream Application Server
incorporates a powerful engine for generating dynamic Hyper-Text Markup
Language pages that contain data and rich content.

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Developers can design their Hyper-Text Markup Language pages either by
writing industry standard Java Servlets or using a graphical page designer
which generates Servlets automatically.

Java. The SilverStream Application Server enables the secure
development, downloading and running of graphic Java applications. Java
applications are stored centrally in the SilverStream Application Server
and are downloaded on demand to browsers on remote user computers via the
Web. Our Application Server also provides a Java application runtime called
JRunner which allows the same Java applications to run without a browser,
behaving more like a full Windows application. Our JRunner feature also
provides for the download of applications on demand, providing the feel of
a client/server application, but without requiring the application to be
installed or maintained on each remote computer.

BUSINESS LOGIC LAYER

Business logic is the set of rules that a Web-based application follows,
based on the customer's business policies. For example, in a supply-chain Web
application, business logic defines how items such as discounts, freight and
state tax are calculated, how products are re-ordered and how a customer's
credit limit is checked. In a Web-based application, it is usually desirable to
separate the business logic from the user interface. This makes it easier to
change the business logic and maintain the application.

Distributed Objects and Transactions. The SilverStream Application
Server provides a complete set of tools that allows developers to create
re-usable business objects that encapsulate their business logic. We also
provide powerful capabilities for managing transactions involving multiple
tables. In our next version of the SilverStream Application Server, Version
3.0, we intend to provide support for the industry standard Enterprise
JavaBeans version 1.1. This is intended to allow customers to distribute
objects across the network and control transactions across objects.

Content Management. In addition to its primary focus on structured
data, our Application Server also provides a set of features to manage rich
content such as product catalogs, news articles, financial research,
documents, Adobe Acrobat PDF files, graphics, and photographs. These
features include full text retrieval, file upload/download, version control
and a powerful Hyper-Text Markup Language edit control written in Java.
These features allow developers to create Web applications such as
e-commerce sites and enterprise portals that combine rich content with
transactions.

DATA ACCESS LAYER

The data access layer provides connectivity to multiple disparate data
sources. The SilverStream Application Server provides high performance drivers,
using industry standard Java Database Connectivity (JDBC), for relational
databases, including Oracle, DB/2, Sybase, Microsoft SQL Server, Informix and
others. For non-relational data sources, our Application Server provides an
architecture known as data source objects. Customers, partners and consultants
can write data source objects to connect to a wide range of data sources. To
simplify the creation of data source objects, we offer our Enterprise Data
Connectors that allow customers to easily create data source objects for SAP,
Lotus Notes and PeopleSoft. Our partners offer a wide range of additional
enterprise data connectors for data sources such as CICS, MQ Series, Tuxedo, Top
End and Encina.

ENTERPRISE DEPLOYMENT SERVICES

Enterprise-class Web applications, which consist of connectivity, business
logic and presentation, require the following attributes:

Scalability. The SilverStream Application Server utilizes a number of
techniques for improving the performance of a large computer system to
deliver very high performance and throughput across multiple processors in
a single server machine. Our Application Server also offers scalability
using load-balanced clusters of servers, which allows our customers to
handle increased load simply by adding more machines to the cluster.

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Reliability. SilverStream's advanced failover capabilities are
designed to ensure that customers' applications remain operational even
when a server fails. SilverStream's session-level failover feature enables
users to continue operations uninterrupted with seamless recovery of their
transactional data even when the server to which they were previously
connected fails.

Manageability. The SilverStream management console provides a full
interface to monitor server performance, manage clusters, database
connections, security, and other settings. SilverStream provides a standard
network management protocol to interoperate with existing enterprise
systems management software such as Tivoli's TME, Computer Associates'
Unicenter, or Hewlett-Packard's OpenView. SilverStream's Application Server
allows an application to be updated without taking the server or cluster
down.

Security. Our product provides a complete set of features for
encryption, authentication and access control that are required to create
highly secure applications. In addition to providing its own directory, our
Application Server is also able to interface to directories such as Windows
NT, NIS+ and those that are standard Lightweight Directory Access Protocol
(LDAP) compliant.

INTEGRATED DEVELOPMENT TOOLS

SilverStream provides a rich set of development tools that are tightly
integrated with the functionality provided by the SilverStream Application
Server. These include several visual designers for Hyper-Text Markup Language
pages, Java applications, business objects and content management. Also included
are a programming editor, context sensitive help, a repository, a debugger and
facilities for integrating with popular source control products. SilverStream's
integrated development tools consist of the following graphical designers:

Page Designer. SilverStream development tools allow developers to
design their Hyper-Text Markup Language pages by writing either industry
standard Java Servlets, or using SilverStream's Page Designer which creates
Servlets graphically. SilverStream's Page Designer offers a visual, object-
oriented, event-driven programming model that makes the development of
data-driven dynamic pages far easier and faster than coding them manually.
Developers drag and drop elements onto a page from a tool palette, set
properties using a property sheet, and then define the behavior of the
elements by writing Java code that is executed at the server whenever an
event is generated (for example, when a user clicks a button). Unlike
competing alternatives that embed scripts inside Hyper-Text Markup Language
pages, this technique leverages the existing skills of developers who have
worked with products such as PowerBuilder or Visual Basic.

Form and View Designers. SilverStream provides a development
environment for generating graphic Java applications. The development
environment is similar to the Page Designer, with a common look and feel.
The Form Designer allows developers to build graphical forms, typically
displaying data. The View Designer is frequently used in conjunction with
the Form Designer to display data in a multi-row presentation.

Object Designer. The Object Designer allows developers to create
business logic written in Java, that will typically reside on the
application server and may be reused by other applications. These objects
may use any of the services offered by the SilverStream Application Server,
including connecting to data sources. They may also be triggered by events
like the receipt of an e-mail or a request to modify a specific piece of
data.

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<PAGE> 43

CUSTOMERS

Our customer base spans multiple industry segments. The following is a
representative list of our customers who have purchased a SilverStream
Application Server license. We do not intend the identification of these
customers to imply that these customers are actively endorsing or promoting our
products.

<TABLE>
<S> <C> <C>
COMMUNICATION MANUFACTURING TECHNOLOGY
Ameritech Fuji Photo Advanced Micro
MCI WorldCom Owens Illinois Devices
Sprint Canada Raytheon Fujitsu
Samsung Hewlett-Packard
Siebel Systems
StorageTek
Tivoli

MEDIA ENERGY TRANSPORTATION
Associated New Media ARCO Federal Express
TCI Communications Conoco Southwest Airlines
The Walt Disney Enron UPS
Company Reliant Energy
Warner Music

FINANCIAL SERVICES GOVERNMENT OTHER
Bankers Trust CalPERS AAA
Bank One Federal Home Loan Bank Dupont
Citicorp of Atlanta InterContinental Hotels
J.P. Morgan Federal Reserve Bank Polaroid
ING Barings of New York Red Herring
Merrill Lynch Internal Revenue Sears, Roebuck
The Chicago Stock Service Service Corp.
Exchange The United States Army International
Transamerica
PHARMACEUTICAL
Bristol Myers Squibb
Johnson & Johnson
Pfizer
</TABLE>

Software license revenue from the customers listed above represented
approximately 23% of SilverStream's total software license revenue for the year
ended December 31, 1998 and approximately 11% of SilverStream's total software
license revenue for the nine-month period ended September 30, 1999. We derive
our software license revenue from the sale of software product licenses. We do
not charge our customers based on frequency of use of our products.

The following case studies illustrate the challenges faced by
representative customers in deploying business applications and the benefits
derived from developing and deploying these applications using our Application
Server.

GLOBAL TELECOMMUNICATIONS COMPANY

A global telecommunications company provides crucial information to its
sales force on a daily basis through a corporate portal using a non-integrated
suite of our competitor's products. The portal was designed to provide to the
sales force information about special offers, templates for proposals and
competitive information. However, a usability study concluded that the explosive
growth of content posted on the corporate portal had created an unwieldy portal
application, resulting in substantial time spent both in

42
<PAGE> 44

searching for relevant data by the sales force and in administering the portal.
The customer believed that such concerns could lead to decreased use of the
corporate portal, and therefore, decreased sales force efficiency.

The customer is currently using the SilverStream Application Server to
build and deploy a new enterprise portal designed to allow each individual user
to create a personalized homepage with every item on the page applying directly
to the user. The customer selected the SilverStream Application Server because
of our ability to integrate the enterprise portal, content management, search
engine and workflow process products into a single platform. The customer
believes that the deployment of this enterprise portal will save on average more
than one hour per day per salesperson. We believe that our integrated platform
of application server, development tools and data connectors will enable this
company to speed its deployment of this enterprise portal to its sales force,
while providing the connectivity and scalability necessary to properly deploy
and maintain an application of this scope. We also believe that our Application
Server will substantially reduce the time currently spent on administering the
site. By providing these benefits to the customer, we believe the SilverStream
Application Server is helping this customer remain competitive by enhancing the
efficiency of its sales force.

GLOBAL TRAVEL COMPANY

The travel agency industry has recently undergone changes due to reduced
commissions from airlines, hotels and rental car companies. To remain
competitive, a global travel company needed to be able to create rapidly many
travel product offerings while providing superior service through travel
agencies and via direct, self-service over the Internet. The company's
requirements included the maintenance of customer profiles in a relational
database, as well as access to a diverse set of airline, hotel and other
reservation systems. Travel agent experts needed to be able to perform the
complex transactions required to plan multi-leg trips, including air travel,
hotel, car rental and dinner and theater reservations.

The travel company selected the SilverStream Application Server and
deployed its Web-based application in two phases. In the first phase, the
company rolled out the application to its affiliated travel agencies.
SilverStream's connectivity features were used to maintain customer profiles and
access travel services. In the second phase, the company used SilverStream's
Hyper-Text Markup Language capability to provide a browser-based interface to
customers via the Internet. Because the company is able to provide access to a
diverse set of reservation systems and offer self-service to customers, we
believe the SilverStream Application Server enabled the company to provide more
efficient processing by travel agents and better customer service. Because the
company is able to rapidly create travel product offerings by using the
SilverStream Application Server, we believe the company is able to meet changing
market demands and to serve its customers more efficiently.

NATIONAL INSURANCE PROVIDER

An insurance company provides coverage through a network of thousands of
geographically dispersed independent agents. A claim goes through a complex
process inside the company, during which critical information is available to
agents only on a limited basis by telephone inquiry. The customer wanted to
streamline its claims-handling process by providing its agents direct access to
data and information, including daily claim status, claims adjusters' notes and
monthly account activity. However, the claim and account information was stored
in separate relational databases and agents had widely differing hardware and
software packages and platforms.

The customer used the SilverStream Application Server to build and deploy
an application in approximately five months. Agents now have broad access to
relevant, up-to-date information about individual claims and accounts, including
powerful search capabilities. The insurance company is enhancing the application
to give each agent access to all information and services relevant to such
agent's relationship with the company. Because the customer is able to allow its
nationwide network of agents to access relevant data and information easily and
securely, regardless of the user's computer and networking system and without
local administration, we believe the SilverStream Application Server enabled the
customer to reduce inefficiencies in its claims-handling process.

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<PAGE> 45

GLOBAL SUPPLIER OF COMPUTER STORAGE DEVICES

A supplier of computer storage devices provides a constantly changing
selection of thousands of sophisticated technology products. These products are
sold by hundreds of direct employees and thousands of distributors worldwide.
The answers to the distributors' many detailed questions were typically hard to
find or unavailable when needed. As part of a strategic growth initiative, the
customer needed to build a repository of support and marketing information that
could be easily accessed across the globe. The source of this information was
hundreds of sales and service employees, who created information about the
products in a broad variety of ways, ranging from data sheets to video clips.
The customer needed an application that would let employee "content creators"
easily place information in a repository in whatever form they wished and then
have that information easily accessible by distributors worldwide. These
distributors had a variety of abilities and had a diverse set of platforms.

The solution was to use SilverStream's products to build a content-rich,
intranet/extranet application. Employees can use an intranet application to
create and manage content. Using a thin Java client, that requires no local
administration, employees are able to find and select "documents," annotate
them, associate them with products and attach any kind of file, including
Microsoft Word or PowerPoint files or even video clips. Documents can be
prioritized, versioned and secured to limit access. The intranet application
also provides usage reports and allows for the specification of expiration
dates. Distributors, using a standard browser, can log in and search for desired
topics. Search requests can be extremely complex, using a variety of criteria,
and may return multiple, prioritized answers. The attached files may then be
viewed or downloaded. Because of these features, we believe this new repository
efficiently links a community of information providers and distributors with a
database that is expected to grow beyond a terabyte in the near future.

SALES, MARKETING AND DISTRIBUTION

We market our products through a worldwide combination of a direct sales
force, partners and distributors. As of November 30, 1999, our sales and
marketing organization consisted of 111 employees, of which:

- 37 are located in our headquarters in Burlington, Massachusetts;

- 33 are located in sales offices in North America; and

- 41 are located in sales offices in the United Kingdom, The Netherlands,
Belgium, Germany, Norway, the Czech Republic, France, Hong Kong,
Singapore and Taiwan.

We have three types of partners that either sell, or help us sell, our
products:

- Value added reseller partners, or VAR partners, resell our products to
customers;

- Consulting partners introduce new potential customers to us and provide
consulting services to our customers; and

- Independent software vendor partners, or ISV partners, use our products
to create their own software products.

We enter into partnership agreements with our partners which include some
or all of the following terms and conditions:

- Term of agreement is generally one year with subsequent one-year
renewals;

- Grant of license to demonstrate, use and resell SilverStream products;

- Grant of license to include SilverStream products in partner products;

- Grant of license to use SilverStream trademarks;

- Payment to SilverStream of initial and annual partnership fees; and

- SilverStream product discounts for value added resellers and independent
software vendors.

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<PAGE> 46

As of November 30, 1999, we had approximately 300 partners.

Our products are also sold in Japan, South Africa, South America and Spain
through distributors who sell our products and provide consulting, training and
educational courses to customers in those countries. In Japan, our distributor
has translated our products into Kanji. Our products allow customers to create
applications in different languages.

We also have marketing relationships with other companies who have products
that work well with our products. Our SilverNet technology partners are
comprised of companies who have created commercial products which complement our
products or who market and sell these complementary products. As of November 30,
1999, we had 69 SilverNet technology partners, including Actuate, IBM,
PeopleSoft, Rational and SAP. We work with SilverNet partners to help make it
easier for customers to use our products with the SilverNet partners' products.

Our marketing programs are designed to attract potential customers so that
we, or one of our partners, can demonstrate our products directly to potential
customers. We hold many seminars, some with our partners, send out direct mail
and attend trade shows, and provide information about our company and our
products on our Web site. We also conduct public relations activities, including
interviews and demonstrations for industry analysts and product reviewers.

RESEARCH AND DEVELOPMENT

As of November 30, 1999, we had 59 employees responsible for product
development, quality assurance and documentation. Our research and development
organization is divided into five teams: server, client, application
development, quality assurance and documentation.

We are very focused on enhancing the scalability, performance and
reliability of our Application Server. Our quality assurance department has a
dedicated performance and tuning laboratory designed to improve the performance
of customers' Web-based applications. This laboratory has the ability to
simulate up to 12,000 simultaneous users communicating with SilverStream
Application Servers running on as many as 24 processors on a dedicated 100
megabits per second network.

We have made, and will continue to make, a substantial investment in
research and development. Research and development expenses were $2.6 million in
1997, $5.1 million in 1998 and $5.2 million in the first nine months of 1999.
All of our software development costs have been expensed as incurred.

While we have developed, and expect to continue to develop, most new
products and enhancements to existing products internally, we have licensed
software technology from third parties.

COMPETITION

The market for application server software products is intensely
competitive, subject to rapid technological change and significantly affected by
new product introductions and other market activities of industry participants.
We expect competition to persist and intensify in the future. We encounter
current or potential competition from a number of sources, including:

- Vendors of application server products and services;

- Internally developed applications; and

- Companies that market business application software.

Our Application Server competes with application server products from other
vendors, including: IBM's WebSphere and Domino server solutions; Sun
Microsystems' NetDynamics and Netscape Application Server; Microsoft's Internet
Information Server, Active Server pages, Transaction Server and COM technology;
BEA Systems' Weblogic, Oracle's Application Server, Allaire's Cold Fusion
product and Bluestone's Sapphire/ Web product. In addition, we compete with
various methods of application distribution and management, including the web
browser, and with application server vendors and others that have introduced
software distribution capabilities into their products.
45
<PAGE> 47

Potential competitors may bundle their products or incorporate an
application server component into existing products in a manner that discourages
users from purchasing our products. Furthermore, new competitors or alliances
among competitors may emerge and rapidly acquire significant market share. Our
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements than we can.

We believe the primary factors upon which we compete with vendors of
application server software and services are:

- Product performance and functionality;

- Ease of use of our products;

- Ability of our products to handle large volumes of users and
transactions;

- The extent to which our products adhere to industry standards;

- The ability of our products to run on computer hardware from various
manufacturers;

- The ability of our products to connect to various data sources;

- Price; and

- Customer service.

In addition, we believe our products and services provide shorter
development time and lower cost of ownership in comparison to in-house
development efforts.

PROPRIETARY RIGHTS AND LICENSING

Our success and ability to compete are dependent on our ability to develop
and maintain the proprietary aspects of our technology and operate without
infringing on the proprietary rights of others. We rely on a combination of
patent, trademark, trade secret and copyright laws and contractual restrictions
to protect the proprietary aspects of our technology. These legal protections
afford only limited protection for our technology. We presently have five patent
applications pending in the United States. We cannot predict whether any of
these applications will result in any issued patents or, if patents are issued,
any meaningful protection. We seek to protect our source code for our software,
documentation and other written materials under trade secret and copyright laws.
We license our software pursuant to "shrinkwrap" and, in some cases, signed
license agreements, which impose restrictions on the licensee's ability to
utilize the software. Finally, we seek to limit disclosure of our intellectual
property by requiring employees and consultants with access to our proprietary
information to execute confidentiality agreements with us and by restricting
access to our source code. Due to rapid technological change, we believe that
factors such as the technological and creative skills of our personnel, new
product developments and enhancements to existing products are more important
than the various legal protections of our technology to establishing and
maintaining a technology leadership position.

Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our products is
difficult and while we are unable to determine the extent to which piracy of our
software exists, software piracy can be expected to be a persistent problem. In
addition, the laws of many countries do not protect our proprietary rights to as
great an extent as do the laws of the United States. Litigation may be necessary
in the future to enforce our intellectual property rights, to protect our trade
secrets, to determine the validity and scope of the proprietary rights of others
or to defend against claims of infringement or invalidity. Any such resulting
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on our business, operating results and
financial condition. There can be no assurance that our means of protecting our
proprietary rights will be adequate or that our competitors will not
independently develop similar technology. Any failure by us to meaningfully
protect our property could have a material adverse effect on our business,
operating results and financial condition.

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<PAGE> 48

There can be no assurance that third parties will not claim infringement
with respect to our current or future products. We expect that developers of
Web-based application software products will increasingly be subject to
infringement claims as the number of products and competitors in our industry
segment grows and as the functionality of products in different segments of the
software industry increasingly overlaps. Any such claims, with or without merit,
could be time-consuming to defend, result in costly litigation, divert
management's attention and resources, cause product shipment delays or require
us to enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to us or at
all. A successful infringement claim against us and our failure or inability to
license the infringed rights or develop or license technology with comparable
functionality could have a material adverse effect on our business, financial
condition and operating results.

We integrate third-party software into our products. This third-party
software may not continue to be available on commercially reasonable terms. The
third-party software that we license includes text search software, a database,
a Java compiler, a Java runtime environment, an internet browser and an object
request broker. These licensed components enhance features in our products but
are not critical to the operation of our products. Some of these components are
available, at no charge, to our customers from the supplier but are included in
our products for customer convenience. In cases where the licensed component
provides an operating feature, we believe there are alternative suppliers for
the technology who may license their software to us. We also license encryption
technology from RSA Data Security under a perpetual agreement that is terminable
by either party upon default by the other. RSA is the sole source of this
technology and therefore the loss of this license would seriously harm our
business. In addition, if we cannot maintain licenses to the other third-party
software included in our products, distribution of our products could be delayed
until equivalent software could be developed or licensed and integrated into our
products, which could materially adversely affect our business, operating
results and financial condition.

EMPLOYEES

As of November 30, 1999, we had a total of 297 employees of whom:

- 59 were in research and development;

- 111 were in sales and marketing;

- 98 were in customer service and support; and

- 29 were in finance and administration.

Our future success will depend in part on our ability to attract, retain
and motivate highly qualified technical and management personnel, for whom
competition is intense. Our employees are not represented by any collective
bargaining unit. We believe our relations with our employees are good.

PROPERTIES

Our headquarters are currently located in a leased facility in Burlington,
Massachusetts consisting of approximately 40,000 square feet under a sublease
that expires in July 2000. We have also leased offices for sales and support
personnel in North America, Europe and Asia. In the second quarter of 2000, we
intend to relocate our headquarters to a leased facility in Billerica,
Massachusetts consisting of approximately 100,000 square feet under a lease that
expires in 2006.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

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<PAGE> 49

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of SilverStream and their ages and
positions as of November 30, 1999 are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
David R. Skok............................. 44 Chairman of the Board of Directors
David A. Litwack.......................... 52 President, Chief Executive Officer and Director
Peter E. Brumme........................... 50 Vice President, Marketing and Business Development
Craig A. Dynes............................ 44 Vice President, Chief Financial Officer, Treasurer
and Secretary
Arnold S. Epstein......................... 50 Vice President and Chief Technology Officer
Diane Gordon.............................. 40 Vice President, Customer Services
John W. Pearce............................ 45 Vice President, International Operations
Kim A. Sheffield.......................... 44 Vice President, Research and Development
Timothy Barrows(1)(2)..................... 42 Director
Richard A. D'Amore(1)(2).................. 46 Director
Paul J. Severino(1)(2).................... 53 Director
</TABLE>

- ------------
(1) Member of Audit Committee

(2) Member of Compensation Committee

David R. Skok founded SilverStream and has served as our Chairman of the
Board of Directors since our inception and as our President and Chief Executive
Officer from May 1996 to November 1996. He also served as our Treasurer from May
1996 to June 1999. Before founding SilverStream, Mr. Skok founded Watermark
Software, a document management and imaging company, and served as its President
and Chief Executive Officer from January 1993 until June 1996, following its
acquisition by FileNet. From September 1990 to December 1994, Mr. Skok also
served as Chief Executive Officer of Xionics Document Technologies, Inc., a
document imaging company. Mr. Skok also currently serves as a director of
Xionics.

David A. Litwack has served as our President and Chief Executive Officer
since May 1997 and as a member of our Board of Directors since November 1996.
Before joining SilverStream, Mr. Litwack served as Executive Vice President of
Sybase Inc., an enterprise software company, from February 1995 to May 1997 and
as President of Powersoft Corporation, a client server development tools
company, from June 1991 to its acquisition by Sybase in February 1995. In
addition, Mr. Litwack is a director of Object Design, Inc., a data management
company.

Peter E. Brumme has served as our Vice President, Marketing and Business
Development since October 1999 and was our Executive Vice President, Sales and
Marketing from January 1998 to September 1999. From January 1997 to December
1998, Mr. Brumme served as our Chief Operating Officer. Prior to joining
SilverStream, Mr. Brumme served as Chief Operating Officer of Watermark from
July 1995 to December 1996 and as Senior Vice President, Sales and Marketing
from April 1993 to June 1995.

Craig A. Dynes has served as our Vice President and Chief Financial Officer
since July 1997 and as our Treasurer and Secretary since June 1999. Prior to
joining SilverStream, Mr. Dynes served as Vice President of Finance, Products
Group, of Sybase from October 1996 to June 1997. Mr. Dynes served as Vice
President of Finance and Operations and Chief Financial Officer of Powersoft
from August 1995 to October 1996, and as Chief Financial Officer of Watcom, a
compiler software company, from 1992 to July 1995, following its acquisition by
Powersoft.

Arnold S. Epstein has served as our Vice President and Chief Technology
Officer since July 1996. Prior to joining SilverStream, Mr. Epstein served as
Chief Technical Officer of Watermark from March 1993 to June 1996.

48
<PAGE> 50

Diane Gordon has served as our Vice President, Customer Services since
January 1999. Prior to joining SilverStream, Ms. Gordon served as Vice President
of Operations of Gartner Learning, an independent research company, from March
1997 to September 1998. From March 1991 to February 1997, Ms. Gordon served as
Director of Professional Services of Progress Software, a software company.

John W. Pearce has served as our Vice President, International Operations
since January 1997. He also served as our Chief Financial Officer from July 1996
to July 1997. Prior to joining SilverStream, Mr. Pearce served as Vice
President, International Sales and Chief Financial Officer of Watermark from
January 1993 to September 1996.

Kim A. Sheffield has served as our Vice President, Research and Development
since July 1996. Prior to joining SilverStream, Mr. Sheffield served as Vice
President of Research & Development, Powersoft Division of Sybase from February
1995 to June 1996. From 1988 to February 1995, Mr. Sheffield served in various
capacities with Powersoft including as Vice President of Engineering from July
1994 to February 1995.

Timothy Barrows has served as a director of SilverStream since July 1996.
Mr. Barrows has been a General Partner of Matrix Partners since August 1984. Mr.
Barrows is also a director of Sycamore Networks, Inc. and OnDisplay, Inc.

Richard A. D'Amore has served as a director of SilverStream since July
1996. Mr. D'Amore has been a General Partner of North Bridge Venture Partners
since 1994. He is also a director of Solectron Corporation, Veeco Instruments
Inc., Xionics and SmarterKids.com.

Paul J. Severino has served as a director of SilverStream since May 1999.
Mr. Severino has served as the Chairman of NetCentric Corporation, a provider of
Internet protocol telephony applications, since August 1997, and Chief Executive
Officer from February 1998 to April 1999. Prior to that, he served as
NetCentric's Acting Chief Executive Officer from August 1997 to February 1998.
He is a founder of Wellfleet Communications, Inc., a supplier of internetworking
communication products, where he served as President and Chief Executive Officer
from October 1986 to October 1994. From October 1994 to October 1996, he served
as Chairman of BayNetworks after its formation from the merger of Wellfleet and
Synoptics. Mr. Severino is also a director of Media 100, Inc., Interspeed, Inc.
and MCK Communications.

Each executive officer serves at the discretion of the Board of Directors
and holds office until his or her successor is elected and qualified or until
his or her earlier resignation or removal. There are no family relationships
among any of the directors or executive officers of SilverStream.

ELECTION OF DIRECTORS

The Board of Directors is currently divided into three classes, each of
whose members serve for a staggered three-year term. Messrs. Skok and Barrows
serve in the class whose term expires in 2000; Messrs. Litwack and D'Amore serve
in the class whose term expires in 2001; and Mr. Severino serves in the class
whose term expires in 2002. Upon the expiration of the term of a class of
directors, directors in such class will be elected for three-year terms at the
annual meeting of stockholders in the year in which such term expires. This
classification of the Board of Directors may have the effect of delaying or
preventing changes in control or management of SilverStream.

COMPENSATION OF DIRECTORS

We reimburse directors for reasonable out-of-pocket expenses incurred in
attending meetings of the Board of Directors. We may, in our discretion, grant
stock options and other equity awards to our non-employee directors from time to
time pursuant to our 1997 Stock Incentive Plan. On April 30, 1999, we granted to
Paul J. Severino an option to purchase 25,000 shares of common stock at a per
share exercise price of $8.00 under our 1997 Stock Incentive Plan in connection
with his joining our Board. Mr. Severino's option was fully vested upon grant.

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<PAGE> 51

BOARD COMMITTEES

The Board of Directors has established a Compensation Committee and an
Audit Committee. The Compensation Committee, which consists of Messrs. Barrows,
D'Amore and Severino, reviews executive salaries, administers our bonus,
incentive compensation and stock plans, and approves the salaries and other
benefits of our executive officers. In addition, the Compensation Committee
consults with our management regarding our benefit plans and compensation
policies and practices.

The Audit Committee, which consists of Messrs. Barrows, D'Amore and
Severino, reviews the professional services provided by our independent
accountants, the independence of such accountants from our management, our
annual financial statements and our system of internal accounting controls. The
Audit Committee also reviews such other matters with respect to our accounting,
auditing and financial reporting practices and procedures as it may find
appropriate or may be brought to its attention.

EXECUTIVE COMPENSATION

The table below sets forth, for the year ended December 31, 1999, the cash
compensation earned by (1) our Chairman of the Board, (2) our Chief Executive
Officer and (3) each of the four most highly compensated other executive
officers who received annual compensation in excess of $100,000, collectively
referred to below as the Named Executive Officers. In accordance with the rules
of the Securities and Exchange Commission the compensation set forth in the
table below does not include medical, group life or other benefits which are
available to all of our salaried employees, and perquisites and other benefits,
securities or property which do not exceed the lesser of $50,000 or 10% of the
person's salary and bonus shown in the table. In the table below, columns
required by the regulations of the Securities and Exchange Commission have been
omitted where no information was required to be disclosed under those columns.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
AWARDS
ANNUAL COMPENSATION --------------------
--------------------- NUMBER OF SECURITIES
NAME AND PRINCIPAL POSITION SALARY($) BONUS($) UNDERLYING OPTIONS
- --------------------------- --------- -------- --------------------
<S> <C> <C> <C>
David R. Skok........................................ $120,000 $ -- --
Chairman of the Board of Directors
David A. Litwack..................................... 120,000 -- --
President and Chief Executive Officer
John W. Pearce....................................... 100,000 78,234 --
Vice President, International Operations
Craig A. Dynes....................................... 124,583 55,000 10,000
Vice President, Chief Financial Officer, Treasurer
and Secretary
Peter E. Brumme...................................... 150,000 25,000 --
Vice President, Marketing and Business Development
Diane Gordon......................................... 119,616 50,000 55,000
Vice President, Customer Services
</TABLE>

The Board of Directors awarded the cash bonuses to the members of senior
management as identified above in recognition of individual performance and the
achievement of company goals in 1999.

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<PAGE> 52

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth each grant of stock options during the
fiscal year ended December 31, 1999 to each of the Named Executive Officers. No
stock appreciation rights were granted during such fiscal year.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OPTION TERM(3)
OPTIONS FISCAL YEAR PRICE(2) EXPIRATION -----------------------
GRANTED 1999(1) ($/SHARE) DATE 5% 10%
---------- ------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David R. Skok............... -- --% $ -- -- $ -- $ --
David A. Litwack............ -- -- -- -- -- --
John W. Pearce.............. -- -- --
Craig A. Dynes.............. 10,000 0.9 8.00 4/30/09 50,312 127,499
Peter E. Brumme............. -- -- --
Diane Gordon................ 40,000 3.8 4.00 1/04/09 100,623 254,999
5,000 0.5 8.00 4/30/09 25,156 63,750
10,000 0.9 14.00 8/04/09 88,045 223,124
</TABLE>

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

(1) Based on options to purchase an aggregate of 1,061,300 shares granted to our
employees under the 1997 Stock Incentive Plan during the 12 months ended
December 31, 1999.

(2) The exercise price was equal to the fair market value of our common stock as
valued by the Board of Directors on the date of grant.

(3) The potential realizable value is calculated based on the term of the option
at the time of grant. Stock price appreciation of 5% and 10% is assumed
pursuant to rules promulgated by the Securities and Exchange Commission and
does not represent our prediction of our stock price performance. The
potential realizable values at 5% and 10% appreciation are calculated by
assuming that the exercise price on the date of grant appreciates at the
indicated rate for the entire term of the option and that the option is
exercised at the exercise price and sold on the last day of its term at the
appreciated price.

OPTION VALUES

The following table sets forth for each of the Named Executive Officers
options exercised and the number and value of securities underlying unexercised
options that are held by the Named Executive Officers as of December 31, 1999.
None of the Named Executive Officers exercised options in 1999.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
-------------------- ------------------------
VESTED UNVESTED VESTED UNVESTED
------- --------- -------- ------------
<S> <C> <C> <C> <C>
David R. Skok...................................... -- -- -- $ --
David A. Litwack................................... -- -- -- --
John W. Pearce..................................... -- -- -- --
Craig A. Dynes..................................... -- 10,000 -- 1,110,000
Peter E. Brumme.................................... -- -- -- --
Diane Gordon....................................... -- 55,000 -- 6,205,000
</TABLE>

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

(1) On December 31, 1999, the last sale price reported on the Nasdaq National
Market for our common stock was $119.00 per share.

BENEFIT PLANS

1997 Stock Incentive Plan. Our 1997 Stock Incentive Plan provides for the
issuance of up to 3,500,000 shares of our common stock. The 1997 Stock Incentive
Plan provides for the grant of incentive stock options
51
<PAGE> 53

intended to qualify under Section 422 of the Internal Revenue Code, nonstatutory
stock options, restricted stock awards and other stock-based awards to our
officers, employees, directors, consultants and advisors.

Our Board of Directors has authorized the Compensation Committee to
administer the 1997 Stock Incentive Plan. The Compensation Committee selects the
recipients of awards and determines:

- The number of shares of common stock covered by options and the dates
upon which such options become exercisable;

- The exercise price of options;

- The duration of options; and

- The number of shares of common stock subject to any restricted stock or
other stock-based awards and the terms and conditions of such awards,
including the conditions for repurchase, issue price and repurchase
price.

In the event of a merger, liquidation or other acquisition event, our Board
of Directors is authorized to provide for outstanding awards to be assumed or
substituted for by the acquiror. If the acquiror refuses to assume or substitute
for outstanding awards, they will accelerate and become fully exercisable and
free of restrictions, prior to consummation of the acquisition event.

1996 Founders Stock Incentive Plan. Our 1996 Founders Stock Incentive Plan
authorized the issuance of up to 3,877,000 shares of our common stock. From May
1996 to April 1997, an aggregate of 3,775,031 shares of common stock was issued
under the plan pursuant to founders stock restriction agreements. As of December
31, 1999, an aggregate of 145,394 shares of common stock had been repurchased by
SilverStream pursuant to the terms of such agreements. No additional awards may
be made under the 1996 Founders Stock Incentive Plan.

1999 Employee Stock Purchase Plan. Our 1999 Employee Stock Purchase Plan
provides for the issuance of up to 300,000 shares of our common stock to
participating employees.

All of our employees, including directors who are employees, and all
employees of any participating subsidiaries:

- Whose customary employment is more than 20 hours per week for more than
five months in a calendar year;

- Who were employed by us prior to July 1, 1999 for the first offering
period or for subsequent offering periods, who have been employed by us
for at least three months prior to enrolling; and

- Who are employed on the first day of a designated payroll deduction
offering period

are eligible to participate in the 1999 Employee Stock Purchase Plan. Employees
who would immediately after the grant own five percent or more of the total
combined voting power or value of our stock or any subsidiary are not eligible
to participate.

To participate in the 1999 Employee Stock Purchase Plan, an employee must
authorize us to deduct from one to ten percent of his or her base pay during the
offering period. The first offering period commenced on August 17, 1999. The
purchase price of the shares for the first offering period is 85% of the initial
public offering price of $16.00 per share or the closing price per share of the
common stock on the last day of the offering period, whichever is lower. The
purchase price of the shares for the subsequent offering periods is 85% of the
closing price per share of the common stock on either the first or last day of
the offering period, whichever is lower.

401(k) Plan. Our employee savings and retirement plan is qualified under
Section 401 of the Internal Revenue Code. Our employees may elect to reduce
their current compensation by up to the statutorily prescribed annual limit and
have the amount of such reduction contributed to the 401(k) plan. We may make
matching or additional contributions to the 401(k) plan in amounts to be
determined annually by our Board of Directors.

52
<PAGE> 54

CERTAIN TRANSACTIONS

All outstanding shares of preferred stock were converted to common stock on
the close of our initial public offering on August 20, 1999 on a one-for-one
basis.

PREFERRED STOCK ISSUANCES

Since our incorporation in May 1996, we have issued and sold shares of
preferred stock to the following persons and entities who are our executive
officers, directors or principal stockholders. For more detail on shares held by
these purchasers, see "Principal and Selling Stockholders" on page 55.

<TABLE>
<CAPTION>
SERIES A SERIES B SERIES C SERIES D AGGREGATE
PREFERRED PREFERRED PREFERRED PREFERRED PURCHASE
INVESTOR STOCK STOCK STOCK STOCK PRICE
- -------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
David R. Skok.............................. 930,000 159,475 56,948 52,632 $2,780,009
David A. Litwack........................... 930,000 178,238 38,185 52,632 2,715,277
Peter E. Brumme............................ -- 11,257 -- -- 60,000
John W. Pearce............................. -- 9,381 -- -- 50,001
Kim A. Sheffield........................... -- 9,381 -- -- 50,001
Arnold S. Epstein.......................... -- 11,257 -- -- 60,000
Craig A. Dynes............................. -- 9,381 -- -- 50,001
Matrix IV Management Co., L.P.(1).......... 870,000 375,235 113,896 134,210 5,145,004
North Bridge Venture Partners, L.P.(2)..... 870,000 375,235 113,896 105,263 4,870,008
Funds affiliated with Essex Investment
Management Co., LLC(3)................... -- -- 455,581 342,105 7,249,999
</TABLE>

- ------------
(1) Composed of Matrix Partners IV, L.P. and Matrix IV Entrepreneurs Fund, L.P.
Matrix IV Management Co., L.P. is the general partner of each of Matrix
Partners IV, L.P. and Matrix IV Entrepreneurs Fund, L.P. Timothy Barrows, a
director of SilverStream, is a general partner of Matrix IV Management Co.,
L.P.

(2) Richard A. D'Amore, a director of SilverStream, is a general partner of
North Bridge Venture Management L.P., which is the general partner of North
Bridge Venture Partners, L.P.

(3) Composed of Essex Performance Fund, L.P., Essex High Technology Fund, L.P.,
The New Discovery Fund Limited Ltd., Robertson Foundation and Essex Private
Placement Fund, Limited Partnership.

Series A Financing. On July 9, 1996, August 15, 1996 and November 4, 1996
we issued an aggregate of 3,683,050 shares of Series A preferred stock to six
investors, including David R. Skok, David A. Litwack, Matrix and North Bridge.
The per share purchase price for our Series A preferred stock was $1.00.

Series B Financing. On June 16, 1997 and September 12, 1997, we issued an
aggregate of 1,500,938 shares of Series B preferred stock to 21 investors,
including David R. Skok, David A. Litwack, Peter E. Brumme, John W. Pearce, Kim
A. Sheffield, Arnold E. Epstein, Craig A. Dynes, Matrix and North Bridge. The
per share purchase price for our Series B preferred stock was $5.33.

Series C Financing. On November 6, 1997, December 24, 1997 and March 30,
1998, we issued an aggregate of 1,922,588 shares of Series C preferred stock to
35 investors, including David R. Skok, David A. Litwack, Matrix, North Bridge
and Essex. The per share purchase price for our Series C preferred stock was
$8.78.

Series D Financing. On March 1, 1999, April 9, 1999, April 14, 1999 and
May 27, 1999, we issued an aggregate of 1,552,632 shares of Series D preferred
stock to 23 investors, including David R. Skok, David A. Litwack, Matrix, North
Bridge and Essex. The per share purchase price for our Series D preferred stock
was $9.50.

53
<PAGE> 55

COMMON STOCK ISSUANCES

The following table presents selected information regarding our issuances
of common stock to our executive officers. On May 8, 1996, in connection with
our incorporation, we issued an aggregate of 1,000 shares of common stock to
David R. Skok at a purchase price of $.01 per share. We issued the remaining
shares of common stock pursuant to founders stock restriction agreements with
each of the executive officers which give us rights to repurchase all or a
portion of the shares at their purchase price in the event that the executive
officer ceases to be employed by us. Each of the remaining shares issued in 1996
had a purchase price of $.001 per share. Each of the shares issued in 1997 had a
purchase price of $.50 per share.

<TABLE>
<CAPTION>
EXECUTIVE OFFICER DATE OF ISSUANCE NUMBER OF SHARES
- ----------------- ---------------- ----------------
<S> <C> <C>
David R. Skok............................................... 05/08/96 1,000
07/09/96 1,122,000
David A. Litwack............................................ 11/04/96 1,123,000
Peter E. Brumme............................................. 11/12/96 564,850
John W. Pearce.............................................. 08/16/96 347,600
Kim A. Sheffield............................................ 08/16/96 347,600
Arnold S. Epstein........................................... 08/16/96 451,880
Craig A. Dynes.............................................. 11/02/97 70,000
</TABLE>

STOCK OPTION GRANTS

On March 1, 1999, we granted to Diane Gordon, our Vice President, Customer
Services, an option to purchase 40,000 shares of common stock at a per share
exercise price of $4.00 under our 1997 Stock Incentive Plan. Ms. Gordon's option
vested 25% on January 4, 2000 and shall vest thereafter 6.25% per quarter for
three years.

On April 30, 1999, we granted to Craig A. Dynes, our Vice President, Chief
Financial Officer, Treasurer and Secretary, an option to purchase 10,000 shares
of common stock at a per share exercise price of $8.00 under our 1997 Stock
Incentive Plan. Mr. Dynes's option shall vest 20% on April 30, 2000 and
thereafter 5% per quarter for four years.

On April 30, 1999, we granted to Diane Gordon an option to purchase 5,000
shares of common stock at a per share exercise price of $8.00 under our 1997
Stock Incentive Plan. Ms. Gordon's option shall vest 20% on April 30, 2000 and
thereafter 5% per quarter for four years.

On April 30, 1999, we granted to Paul J. Severino an option to purchase
25,000 shares of common stock at a per share exercise price of $8.00 under our
1997 Stock Incentive Plan in connection with his joining our Board. Mr.
Severino's options were fully vested upon grant.

On August 4, 1999, we granted to Diane Gordon an option to purchase 10,000
shares of common stock at a per share exercise price of $14.00 under our 1997
Stock Incentive Plan. Ms. Gordon's option shall vest 20% on August 4, 2000 and
thereafter 5% per quarter for four years.

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

We believe that all of the transactions set forth above were made on terms
no less favorable to us than could have been obtained from unaffiliated third
parties. SilverStream agreed to the material terms of each of the preferred
stock issuances set forth above after arms'-length negotiations with previously
unaffiliated persons. All future transactions, including loans between us and
our officers, directors, principal stockholders and their affiliates will be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested directors on the Board of Directors, and will
continue to be on terms no less favorable to us than could be obtained from
unaffiliated third parties.

54
<PAGE> 56

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding beneficial ownership
of our common stock as of November 30, 1999, and as adjusted to reflect the sale
of the shares of common stock in this offering, by:

- Each person who owns beneficially more than 5% of the outstanding shares
of our common stock;

- Each of our directors and the Named Executive Officers;

- All of our directors and executive officers as a group; and

- Each selling stockholder.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting or investment power with
respect to shares. Shares of common stock issuable under stock options that are
exercisable within 60 days after November 30, 1999 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.
Unless otherwise indicated below, to our knowledge, all persons named in the
table have sole voting and investment power with respect to their shares of
common stock, except to the extent authority is shared by spouses under
applicable law. Unless otherwise indicated, the address of each person owning
more than 5% of the outstanding shares of common stock is c/o SilverStream
Software, Inc., One Burlington Woods, Suite 200, Burlington, Massachusetts
01803.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING(1)
------------------- NUMBER OF SHARES -------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT BEING OFFERED NUMBER PERCENT
- ------------------------------------ --------- ------- ---------------- --------- -------
<S> <C> <C> <C> <C> <C>
Matrix IV Management Co., L.P.(2)....... 1,493,341 8.5% -- 1,493,341 7.9%
1000 Winter Street, Suite 4500
Waltham, MA 02154
North Bridge Venture Partners, L.P...... 1,464,394 8.3 -- 1,464,394 7.8
950 Winter Street, Suite 4600
Waltham, MA 02451
David R. Skok(3)........................ 2,322,055 13.2 232,206 2,089,849 11.1
David A. Litwack(4)..................... 2,312,055 13.2 232,206 2,079,849 11.1
Peter E. Brumme......................... 576,107 3.3 57,611 518,496 2.8
John W. Pearce.......................... 356,981 2.0 35,698 321,283 1.7
Kim A. Sheffield........................ 357,521 2.0 35,698 321,823 1.7
Arnold S. Epstein....................... 453,757 2.6 45,376 408,381 2.2
Timothy Barrows(2)...................... 1,493,341 8.5 -- 1,493,341 7.9
c/o Matrix IV Management Co., L.P.
1000 Winter Street, Suite 4500
Waltham, MA 02154
Richard A. D'Amore(5)................... 1,464,394 8.3 -- 1,464,394 7.8
c/o North Bridge Venture Partners,
L.P.
950 Winter Street, Suite 4600
Waltham, MA 02451
Paul J. Severino........................ 25,000 * -- 25,000 *
Craig A. Dynes.......................... 79,381 * 7,938 71,443 *
Diane Gordon(6)......................... 8,000 * -- 8,000 *
All executive officers and directors as
a group (11 persons)(7)............... 9,448,592 53.7 646,733 8,801,859 46.8
</TABLE>

55
<PAGE> 57

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING(1)
------------------- NUMBER OF SHARES -------------------
OTHER SELLING STOCKHOLDERS NUMBER PERCENT BEING OFFERED NUMBER PERCENT
- -------------------------- --------- ------- ---------------- --------- -------
<S> <C> <C> <C> <C> <C>
Irina Shishov(8)........................ 86,648 * 10,000 76,648 *
88 Lincoln Road
Wayland, MA 01778
Wenonah Development Company............. 56,948 * 10,000 46,948 *
1745 Merrick Avenue
Merrick, NY 11156
Michel Goosens(8)....................... 9,000 * 7,500 1,500 *
Rue de l'Hotel, 3
7090 Steenkerque
Belgium
Gerald Goetgeluck....................... 6,000 * 4,500 1,500 *
Champ del Croix, 34
1380 Lasne
Belgium
Christopher C. Keller(8)................ 57,228 * 11,000 46,228 *
60 Crown View Drive
Monroe, CT 06468
Frederick S. Holahan, Jr.(8)............ 57,228 * 13,000 44,228 *
16 Coughlin Drive
Southbury, CT 06488
Edward W. Takacs........................ 83,050 * 8,305 74,745 *
High Tech Ventures Incorporated
18 Hurley Street
Cambridge, MA 02141
Ardent Research Partners, L.P. ......... 55,222 * 27,611 27,611 *
153 E. 53rd Street
Suite 4800
New York, NY 10022
Iona Technologies Finance............... 105,263 * 7,500 97,763 *
200 West Street, 4th Floor
Waltham, MA 02451
Weslyeh Mohriak......................... 11,389 * 8,000 3,389 *
Alameda Bolonha 67
06475-110
Sao Paulo-Sp Brazil
</TABLE>

- ------------
* Less than 1% of the outstanding common stock.

(1) Assumes no exercise of the underwriters' over-allotment option. See
"Underwriters."

(2) Composed of 1,418,674 shares held by Matrix Partners IV, L.P. and 74,667
shares held by Matrix IV Entrepreneurs Fund, L.P. Matrix IV Management Co.,
L.P. is the general partner of each of Matrix Partners IV, L.P. and Matrix
IV Entrepreneurs Fund, L.P. Mr. Barrows, a director of SilverStream, is a
general partner of Matrix IV Management Co., L.P. Mr. Barrows disclaims
beneficial ownership of the shares held by Matrix Partners IV, L.P. and
Matrix IV Entrepreneurs Fund, L.P. except to the extent of his pecuniary
interests therein arising from his general partnership interest in Matrix IV
Management Co., L.P.

(3) Includes 1,000,000 shares held by the Farrar Trust, of which 100,000 are
being sold in this offering, and 100,000 shares held by the Concord Trust,
of which 10,000 are being sold in this offering.

(4) Includes 1,123,000 shares held by the Litwack Irrevocable Trust, of which
112,786 are being sold in this offering.

(5) Consists of 1,464,394 shares held by North Bridge Venture Partners, L.P. Mr.
D'Amore, a director of SilverStream, is a general partner of North Bridge
Venture Management L.P., which is the general

56
<PAGE> 58

partner of North Bridge Venture Partners, L.P. Mr. D'Amore disclaims
beneficial ownership of the shares held by North Bridge Venture Partners,
L.P. except to the extent of his pecuniary interests therein arising from
his general partnership interests in North Bridge Venture Management, L.P.

(6) Consists of 8,000 shares issuable upon the exercise of stock options
exercisable within 60 days of November 30, 1999.

(7) Includes 8,000 shares issuable upon the exercise of stock options
exercisable within 60 days of November 30, 1999.

(8) Selling stockholder is an employee of SilverStream.

57
<PAGE> 59

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of SilverStream consists of 100,000,000 shares
of common stock, $.001 par value per share, and 2,000,000 shares of preferred
stock, $.001 par value per share. As of November 30, 1999, there were
outstanding:

- 17,573,548 shares of common stock held by 183 stockholders of record; and

- Options to purchase an aggregate of 1,659,960 shares of common stock.

There will be 18,934,355 shares of common stock outstanding upon the
closing of this offering.

The following summary is not intended to be complete and is qualified by
reference to the provisions of applicable law and to our second amended and
restated certificate of incorporation and amended and restated bylaws included
as exhibits to the registration statement of which this prospectus is a part.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share held on
matters submitted to a vote of stockholders. Holders of our common stock do not
have cumulative voting rights. Accordingly, holders of a majority of the shares
of common stock entitled to vote in any election of directors may elect all of
the directors standing for election. Holders of common stock are entitled to
receive their proportionate share of any dividends declared by the Board of
Directors, subject to any preferential dividend rights of outstanding preferred
stock. Upon the liquidation, dissolution or winding up of SilverStream, the
holders of common stock are entitled to receive ratably the net assets of
SilverStream available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding preferred stock. The common stock
has no preemptive, subscription, redemption or conversion rights. All
outstanding shares of common stock are fully paid and nonassessable. The shares
offered by SilverStream in this offering will be fully paid and nonassessable.
The rights, preferences and privileges of the common stock are subject to the
rights of the holders of shares of any series of preferred stock which
SilverStream may designate and issue in the future.

PREFERRED STOCK

Our Board of Directors is authorized to issue shares of preferred stock in
one or more series without stockholder approval. The Board will have discretion
to determine the rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences of each series of preferred stock.

The purpose of authorizing the Board of Directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The Board's ability to issue preferred
stock will provide desirable flexibility in connection with possible
acquisitions and other corporate purposes. However, this ability could make it
more difficult for a third party to acquire, or could discourage a third party
from acquiring, a majority of the outstanding voting stock of SilverStream. The
issuance of preferred stock with voting and conversion rights may adversely
affect the voting power of the holders of common stock. SilverStream has no
present plans to issue any shares of preferred stock.

DELAWARE LAW AND OUR CHARTER AND BY-LAW PROVISIONS; ANTI-TAKEOVER EFFECTS

SilverStream is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for 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. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. An "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years did own, 15% or more
of the corporation's voting stock.

SilverStream's second amended and restated certificate of incorporation and
amended and restated by-laws provide:

- That the Board of Directors be divided into three classes, as nearly
equal in size as possible, with staggered three-year terms;

58
<PAGE> 60

- That directors may be removed only for cause by the vote of the holders
of at least 75% of the shares of our capital stock entitled to vote; and

- That any vacancy on the Board of Directors, however occurring, including
a vacancy resulting from an enlargement of the Board, may only be filled
by vote of a majority of the directors then in office.

The classification of the Board of Directors and the limitations on the
removal of directors and filling of vacancies could make it more difficult for a
third party to acquire, or discourage a third party from acquiring,
SilverStream.

The certificate of incorporation and by-laws also provide that:

- Any action required or permitted to be taken by the stockholders at an
annual meeting or special meeting of stockholders may only be taken if it
is properly brought before such meeting and may not be taken by written
action in lieu of a meeting; and

- Special meetings of the stockholders may only be called by the Chairman
of the Board of Directors, the President, or by the Board of Directors.
Our by-laws also provide that, in order for any matter to be considered
"properly brought" before a meeting, a stockholder must comply with
requirements regarding advance notice to us.

These provisions could delay, until the next stockholders' meeting, actions
which are favored by the holders of a majority of our outstanding voting
securities. These provisions may also discourage another person or entity from
making a tender offer for our common stock, because such person or entity, even
if it acquired a majority of our outstanding voting securities, would be able to
take action as a stockholder only at a duly called stockholders' meeting, and
not by written consent.

Delaware law provides that the vote of a majority of the shares entitled to
vote on any matter is required to amend a corporation's certificate of
incorporation or by-laws, unless a corporation's certificate of incorporation or
by-laws, as the case may be, requires a greater percentage. Our certificate of
incorporation requires the affirmative vote of the holders of at least 75% of
the shares of our capital stock entitled to vote to amend or repeal any of the
foregoing provisions of our certificate of incorporation. Generally, our by-laws
may be amended or repealed by a majority vote of the Board of Directors or the
holders of a majority of the shares of our capital stock issued and outstanding
and entitled to vote. Changes to our by-laws regarding special meetings of
stockholders, written actions of stockholders in lieu of a meeting, and the
election, removal and classification of members of the Board of Directors
requires the affirmative vote of the holders of at least 75% of the shares of
our capital stock entitled to vote. The stockholder vote would be in addition to
any separate class vote that might in the future be required pursuant to the
terms of any series of preferred stock that might be then outstanding.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Our certificate of incorporation provides that our directors and officers
shall be indemnified by us to the fullest extent authorized by Delaware law.
This indemnification covers all expenses and liabilities reasonably incurred in
connection with their services for or on behalf of us. In addition, our
certificate of incorporation provides that our directors will not be personally
liable for monetary damages to us for breaches of their fiduciary duty as
directors, unless they violated their duty of loyalty to us or our stockholders,
acted in bad faith, knowingly or intentionally violated the law, authorized
illegal dividends or redemptions or derived an improper personal benefit from
their action as directors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is BankBoston, N.A.

59
<PAGE> 61

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, based on the number of shares outstanding
at December 31, 1999, we will have 18,934,355 shares of common stock
outstanding, assuming no exercise of outstanding options. Of these shares, all
of the 2,000,000 shares to be sold in this offering and the 3,450,000 shares
sold in our initial public offering will be freely tradable without restriction
or further registration under the Securities Act except that any shares
purchased by our affiliates, as that term is defined in Rule 144 under the
Securities Act, may generally only be sold in compliance with the limitations of
Rule 144 described below.

The remaining shares of common stock held by existing stockholders are
"restricted securities" under Rule 144 other than shares issued upon exercise of
options after the date of our initial public offering. Generally, 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 are summarized below. Substantially all of these remaining
shares are subject to "lock-up" agreements expiring on either February 12, 2000
or 91 days after the date of this offering. Sales of these restricted securities
in the public market, or the availability of these shares for sale, could cause
the trading price of our common stock to decline.

We estimate that the additional shares of common stock that will be
available for sale in the public market, subject in some cases to the volume
limitations and other restrictions of Rule 144, will be as follows:

<TABLE>
<CAPTION>
APPROXIMATE
SHARES
ELIGIBLE FOR
DATE FUTURE SALE COMMENT
- ---- ------------ -------
<S> <C> <C>
Currently.............................. 3,450,000 Freely tradable shares sold in our
initial public offering
On effectiveness of this prospectus.... 2,000,000 Shares sold in this offering
February 12, 2000...................... 5,782,962 Initial public offering lock-up
expires; shares salable under Rule 144
or 701
Between February 12, 2000 and 91 days
after the date of this prospectus.... 1,199,473 Shares become salable under Rule 144
On the 91st day after the date of this
prospectus........................... 6,256,657 90 day lock-up expires; shares salable
under Rule 144 or 701
Between May 27, 2000 and July 23,
2000................................. 245,263 Shares become salable under Rule 144
</TABLE>

Shares issued upon exercise of options granted by us prior to the date of
our initial public offering will be available for sale in the public market
under Rule 701 of the Securities Act. Rule 701 permits resales of these shares
in reliance upon Rule 144 but without compliance with various restrictions,
including the holding period requirement, imposed under Rule 144. In general,
under Rule 144, beginning 90 days after the date of our initial public offering,
a person (or persons whose shares are aggregated) who has beneficially owned
restricted securities for at least one year would be entitled to sell within any
three-month period a number of shares not to exceed the greater of (1) one
percent of the then outstanding shares of common stock or (2) the average weekly
trading volume of our common stock during the four calendar weeks preceding the
filing of a Form 144 with respect to the sale. Sales under Rule 144 are also
subject to manner of sale and notice requirements, as well as to the
availability of current public information about us. Under Rule 144(k), a person
who is not deemed to have been an affiliate at any time during the 90 days
preceding a sale and who has beneficially owned the shares proposed to be sold
for at least two years is entitled to sell the shares without complying with the
manner of sale, public information, volume information or notice provisions of
Rule 144.

STOCK OPTIONS

At November 30, 1999, approximately 234,257 shares of common stock were
issuable pursuant to vested options granted under our 1997 Stock Incentive Plan,
substantially all of which are subject to lock-up agreements with the
underwriters.

60
<PAGE> 62

Up to 1,431,470 shares of common stock issued or issuable under our 1997
Stock Incentive Plan, have been registered on a registration statement on Form
S-8 under the Securities Act.

LOCK-UP AGREEMENTS

In connection with our initial public offering, our officers, directors,
the selling stockholders and other principal stockholders agreed with Morgan
Stanley & Co. Incorporated not to sell or otherwise dispose of any of their
shares for a period expiring on February 12, 2000. In addition, the officers,
directors and selling stockholders of SilverStream have agreed not to sell or
otherwise dispose of an aggregate of approximately 6,256,657 shares until 91
days after the date of this offering. Morgan Stanley & Co. Incorporated,
however, may in its sole discretion, at any time without notice, release all or
any portion of the shares subject to either of these lock-up agreements.

REGISTRATION RIGHTS

After this offering, the holders of approximately 10,322,000 shares of
common stock will be entitled to rights with respect to the registration of such
shares under the Securities Act. 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, such holders are entitled to
notice of such registration and are entitled to include shares of common stock.
Additionally, such holders are also entitled to demand registration rights
pursuant to which they may require us on up to two occasions to file a
registration statement under the Securities Act at our expense. We are required
to use our best efforts to effect any such registration. Further, holders may
require us to file an unlimited number of additional registration statements on
Form S-3 at our expense. All of these registration rights are subject to the
right of the underwriters of an offering to limit the number of shares included
in such registration and our right not to effect a requested registration within
180 days following an offering of our securities pursuant to a Form S-1,
including the offering made hereby.

61
<PAGE> 63

UNDERWRITERS

Under the terms and subject to the conditions contained in the underwriting
agreement, the underwriters named below, for whom Morgan Stanley & Co.
Incorporated, FleetBoston Robertson Stephens Inc. and SG Cowen Securities
Corporation are acting as representatives, have severally agreed to purchase,
and SilverStream and the selling stockholders agreed to sell to them an
aggregate of 2,000,000 shares of common stock. The number of shares of common
stock that each underwriter has agreed to purchase is set forth opposite its
name below:

<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
- ---- ----------
<S> <C>
Morgan Stanley & Co. Incorporated...........................
FleetBoston Robertson Stephens Inc. ........................
SG Cowen Securities Corporation.............................
----------
Total............................................. 2,000,000
==========
</TABLE>

The underwriters are offering the shares of common stock subject to their
acceptance of the shares from us and the selling stockholders and subject to
prior sale. The underwriting agreement provides that the obligations of the
several underwriters to pay for and accept delivery of the shares of common
stock offered in this offering are subject to the approval of legal matters by
their counsel. The underwriters are obligated to take and pay for all of the
shares of common stock offered in this offering, other than those covered by the
over-allotment option described below, if any such shares are taken.

The underwriters initially propose to offer part of the shares of common
stock directly to the public at the public offering price set forth on the cover
page hereof and part to dealers at a price that represents a concession not in
excess of $ a share under the public offering price. Any underwriters may
allow, and such dealers may reallow, a concession not in excess of $ a share to
other underwriters or to other dealers. After the initial offering of the shares
of common stock, the offering price and other selling terms may from time to
time be varied by the representatives of the underwriters.

SilverStream has granted to the underwriters an option, exercisable for 30
days from the date of this prospectus, to purchase up to an aggregate of 300,000
additional shares of common stock at the public offering price set forth on the
cover page of this prospectus, less underwriting discounts and commissions. The
underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the shares of
common stock offered in this offering. To the extent such option is exercised,
each underwriter will become obligated to purchase approximately the same
percentage of such additional shares of common stock as the number set forth
next to such underwriter's name in the preceding table bears to the total number
of shares of common stock set forth next to the names of all underwriters in the
preceding table. If the underwriter's over-allotment option is exercised in
full, the total price to public would be $ , the total underwriters'
discounts and commissions would be $ , and the total proceeds to us
would be $ before deducting estimated offering expenses.

SilverStream, our directors and executive officers and the selling
stockholders have each agreed that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the underwriters, during the period
ending 90 days after the date of this prospectus, he, she or it will not
directly or indirectly:

- offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of,
directly or indirectly, any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock; or

- enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of common
stock,

whether any such transaction described above is to be settled by delivery of
common stock or such other securities, in cash or otherwise.

62
<PAGE> 64

The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them.

Our common stock is listed on the Nasdaq National Market under the symbol
"SSSW."

In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the common stock for
their own account. In addition, to cover over-allotments or to stabilize the
price of the common stock, the underwriters may bid for, and purchase, shares of
common stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the
common stock in the offering, if the syndicate repurchases previously
distributed shares of common stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the common stock above independent
market levels. The underwriters are not required to engage in these activities
and may end any of these activities at any time.

We, the selling stockholders and the underwriters have agreed to indemnify
each other against liabilities in connection with this offering, including
liabilities under the Securities Act.

In March, April and May 1999, we sold shares of our Series D preferred
stock in a private placement. In this private placement, a fund invested in by
entities affiliated with Morgan Stanley & Co. Incorporated purchased 105,263
shares of Series D preferred stock, which converted into 105,263 shares of
common stock on the closing of our initial public offering on August 20, 1999,
for approximately $1,000,000, or $9.50 per share. The fund purchased these
shares on the same terms as the other investors in the private placement.

LEGAL MATTERS

The validity of the shares of common stock we are offering will be passed
upon for us by Hale and Dorr LLP, Boston, Massachusetts. Certain legal matters
in connection with this offering will be passed upon for the underwriters by
Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule at December 31, 1997 and 1998, and for the
period ended December 31, 1996 and each of the two 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.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock
offered by this prospectus. This prospectus, which is a part of the registration
statement, does not contain all of the information set forth in the registration
statement. For further information about us and the common stock offered by this
prospectus, we refer you to the registration statement and the exhibits and
schedules filed as a part of the registration statement. Statements contained in
this prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement are not necessarily complete. If a
contract or document has been filed as an exhibit to the registration statement,
we refer you to the copy of the contract or document that has been filed. The
registration statement, including exhibits, may be inspected without charge at
the principal office of the Securities and Exchange Commission in Washington,
D.C. and copies of all or any part of which may be inspected and copied at the
public reference facilities maintained by the Securities and Exchange Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549,
and at the Commission's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can also
be
63
<PAGE> 65

obtained at prescribed rates by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the
Commission at 1-800-SEC-0330. In addition, the Commission maintains a website at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission.

We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, we
are required to file annual and quarterly reports, proxy statements and other
information with the Commission. These reports, proxy statements and other
information are available for inspection and copying at the Commission's public
reference rooms and the Commission's website referred to above.

64
<PAGE> 66

SILVERSTREAM SOFTWARE, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors.............................. F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Operations....................... F-4
Consolidated Statements of Cash Flows....................... F-5
Notes to Consolidated Financial Statements.................. F-6
Unaudited Pro Forma Condensed Consolidated Financial
Information............................................... F-21
Unaudited Pro Forma Condensed Consolidated Balance Sheet.... F-22
Unaudited Pro Forma Condensed Consolidated Statement of
Operations................................................ F-23
Unaudited Notes to Pro Forma Condensed Consolidated
Financial Information..................................... F-24
</TABLE>

F-1
<PAGE> 67

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
SilverStream Software, Inc.

We have audited the accompanying consolidated balance sheets of
SilverStream Software, Inc. (the Company) as of December 31, 1997 and 1998, and
the related consolidated statements of operations, redeemable convertible
preferred stock and stockholders' equity (deficit), and cash flows for the
period May 8, 1996 (inception) through December 31, 1996 and the years ended
December 31, 1997 and 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 SilverStream
Software, Inc. at December 31, 1997 and 1998, and the consolidated results of
its operations and its cash flows for the period May 8, 1996 (inception) through
December 31, 1996 and the years ended December 31, 1997 and 1998, in conformity
with generally accepted accounting principles.

/s/ ERNST & YOUNG LLP
--------------------------------------

Boston, Massachusetts
March 5, 1999, except for Note 13,
as to which the date is July 23, 1999

F-2
<PAGE> 68

SILVERSTREAM SOFTWARE, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------- SEPTEMBER 30,
1997 1998 1999
----------- ------------ -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $16,649,341 $ 1,198,584 $ 51,323,975
Marketable securities..................................... -- 3,330,603 5,148,079
Accounts receivable; net of allowances of $44,660 at
December 31, 1997, $475,993 at December 31, 1998, and
$710,391 at September 30, 1999 (unaudited).............. 193,255 3,339,667 5,772,431
Prepaid expenses.......................................... 317,250 247,413 869,451
Other..................................................... 267,754 100,930 14,361
----------- ------------ ------------
Total current assets............................... 17,427,600 8,217,197 63,128,297
Furniture, equipment and leasehold improvements, net........ 1,528,155 1,796,346 2,662,925
Intangibles, (net).......................................... -- -- 1,852,445
----------- ------------ ------------
Total assets....................................... $18,955,755 $ 10,013,543 $ 67,643,667
=========== ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.......................................... $ 728,653 $ 1,176,190 $ 3,146,027
Accrued expenses.......................................... -- 422,749 1,714,351
Deferred revenue.......................................... 37,087 1,063,658 2,636,937
Current portion of long-term debt......................... 313,210 435,820 429,939
----------- ------------ ------------
Total current liabilities.......................... 1,078,950 3,098,417 7,927,254
Long-term debt, less current portion........................ 294,727 324,787 621,219
Commitments and contingencies............................... -- -- --
Redeemable convertible preferred stock:
Series A redeemable convertible preferred stock, $.001 par
value -- authorized, issued and outstanding 3,683,050 at
December 31, 1997 and 1998, none at September 30,
1999.................................................... 3,658,050 3,658,050 --
Series B redeemable convertible preferred stock, $.001 par
value -- authorized 1,600,000 shares; issued and
outstanding 1,500,938 at December 31, 1997 and 1998,
none at September 30, 1999.............................. 7,980,000 7,980,000 --
Stockholders' equity (deficit):
Series C convertible preferred stock, $.001 par
value -- authorized 2,000,000 shares; issued and
outstanding 1,728,283 at December 31, 1997 and 1,922,588
at December 31, 1998, none at September 30, 1999........ 15,154,325 16,856,323 --
Common stock, $.001 par value -- authorized 100,000,000
shares; issued and outstanding 5,086,391 at December 31,
1997, 5,206,779 at December 31, 1998, 17,553,176 at
September 30, 1999 (unaudited).......................... 5,086 5,207 18,016
Additional paid-in capital................................ 174,796 365,985 97,516,295
Deferred compensation..................................... -- -- (1,739,652)
Accumulated deficit....................................... (9,286,679) (22,171,726) (36,533,874)
Other comprehensive loss.................................. -- -- (62,091)
Notes receivable from stockholders........................ (103,500) (103,500) (103,500)
----------- ------------ ------------
Total stockholders' equity (deficit)............... 5,944,028 (5,047,711) 59,095,194
----------- ------------ ------------
Total liabilities and stockholders' equity
(deficit)........................................ $18,955,755 $ 10,013,543 $ 67,643,667
=========== ============ ============
</TABLE>

See accompanying notes
F-3
<PAGE> 69

SILVERSTREAM SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
MAY 8, 1996 YEARS ENDED NINE MONTHS ENDED
(INCEPTION) TO DECEMBER 31, SEPTEMBER 30,
DECEMBER 31, -------------------------- --------------------------
1996 1997 1998 1998 1999
-------------- ----------- ------------ ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue:
Software license.............. $ -- $ 248,524 $ 5,982,534 $ 3,443,225 $ 9,009,865
Services...................... -- -- 825,365 331,926 5,024,498
----------- ----------- ------------ ----------- ------------
Total revenue.......... -- 248,524 6,807,899 3,775,151 14,034,363
Cost of revenue:
Software license.............. -- 89,997 767,225 392,095 1,076,359
Services...................... -- 281,796 1,413,962 879,611 6,462,504
----------- ----------- ------------ ----------- ------------
Total cost of
revenue.............. -- 371,793 2,181,187 1,271,706 7,538,863
----------- ----------- ------------ ----------- ------------
Gross profit (loss)............. -- (123,269) 4,626,712 2,503,445 6,495,500
Operating expenses:
Sales and marketing........... 34,532 3,853,766 10,776,396 7,080,237 13,220,030
Research and development...... 849,868 2,622,200 5,069,465 3,765,504 5,172,711
General and administrative.... 120,398 1,961,205 2,141,187 1,482,370 2,599,871
Compensation charge for
issuance of stock options... -- -- -- -- 298,426
Amortization of goodwill...... -- -- -- -- 81,348
----------- ----------- ------------ ----------- ------------
Total operating
expenses............. 1,004,798 8,437,171 17,987,048 12,328,111 21,372,386
----------- ----------- ------------ ----------- ------------
Loss from operations............ (1,004,798) (8,560,440) (13,360,336) (9,824,666) (14,876,886)
Interest income................. 53,214 274,331 559,495 463,383 668,667
Interest expense................ -- (48,986) (84,206) (68,155) (153,929)
----------- ----------- ------------ ----------- ------------
Net loss........................ $ (951,584) $(8,335,095) $(12,885,047) $(9,429,438) $(14,362,148)
Beneficial conversion feature in
Series D preferred stock...... -- -- -- -- (263,158)
----------- ----------- ------------ ----------- ------------
Net loss applicable to common
stockholders.................. $ (951,584) $(8,335,095) $(12,885,047) $(9,429,438) $(14,625,306)
=========== =========== ============ =========== ============
Basic and diluted net loss per
share applicable to common
stockholders:................. $ (5.12) $ (10.61) $ (4.89) $ (3.80) $ (2.58)
Weighted-average common shares
used in computing basic and
diluted net loss per share
applicable to common
stockholders.................. 185,686 785,548 2,632,496 2,484,016 5,678,081
Pro forma basic and diluted net
loss per share applicable to
common stockholders........... $ (1.33) $ (1.17)
Weighted-average common shares
used in computing pro forma
basic and diluted net loss per
share applicable to common
stockholders.................. 9,691,693 12,548,963
</TABLE>

See accompanying notes

F-4
<PAGE> 70

SILVERSTREAM SOFTWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
MAY 8, 1996 YEARS ENDED NINE MONTHS ENDED
(INCEPTION) TO DECEMBER 31, SEPTEMBER 30,
DECEMBER 31, -------------------------- ---------------------------
1996 1997 1998 1998 1999
-------------- ----------- ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.......................................... $ (951,584) $(8,335,095) $(12,885,047) $ (9,429,413) $(14,362,148)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization................... 29,750 345,494 724,045 517,421 997,604
Provision for allowances on accounts
receivable.................................... -- 44,660 431,333 298,913 234,398
Operating expenses paid with issuance of
preferred stock............................... 83,050 79,998 -- -- --
Operating expenses paid with issuance of common
stock......................................... -- 20,700 181,952 181,952 --
Compensation charge for issuance of stock
options....................................... -- -- -- -- 298,426
Changes in operating assets and liabilities:
Accounts receivable........................... -- (237,915) (3,577,745) (3,198,282) (2,216,330)
Prepaid expenses.............................. (13,671) (303,579) 69,837 (134,070) (592,568)
Other current assets.......................... -- -- 166,824 247,984 156,575
Other non-current assets...................... -- -- -- -- --
Accounts payable and accrued expenses......... 75,413 385,486 870,286 670,333 2,323,128
Deferred revenue.............................. -- 37,087 1,026,571 961,900 1,573,279
---------- ----------- ------------ ------------ ------------
Net cash used in operating activities............. (777,042) (7,963,164) (12,991,944) (9,883,262) (11,587,636)
---------- ----------- ------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of furniture and equipment............... (338,587) (1,564,812) (992,236) (623,416) (1,692,975)
Cash acquired through acquisitions of
subsidiaries.................................... -- -- -- -- 170,653
Sale (purchase) of available-for-sale
securities...................................... -- -- (3,330,603) (3,681,674) (1,817,476)
---------- ----------- ------------ ------------ ------------
Net cash provided by (used in) investing
activities...................................... (338,587) (1,564,812) (4,322,839) (4,305,090) (3,339,798)
---------- ----------- ------------ ------------ ------------
FINANCING ACTIVITIES
Net proceeds from issuance of preferred stock..... 3,575,000 23,054,327 1,701,998 1,701,993 14,727,997
Net proceeds from issuance of common stock........ 4,639 51,043 9,358 2,181 50,070,161
Proceeds from line of credit...................... 269,914 513,110 602,317 602,317 750,000
Payments on long-term debt........................ -- (175,087) (449,647) (324,687) (459,449)
---------- ----------- ------------ ------------ ------------
Net cash provided by financing activities......... 3,849,553 23,443,393 1,864,026 1,981,804 65,088,709
Effects of exchange rate on cash and cash
equivalents..................................... -- -- -- -- (35,884)
---------- ----------- ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents..................................... 2,733,924 13,915,417 (15,450,757) (12,206,548) 50,125,391
Cash and cash equivalents at beginning of
period.......................................... -- 2,733,924 16,649,341 16,649,341 1,198,584
---------- ----------- ------------ ------------ ------------
Cash and cash equivalents at end of period........ $2,733,924 $16,649,341 $ 1,198,584 $ 4,442,793 $ 51,323,975
========== =========== ============ ============ ============
SUPPLEMENTAL INFORMATION
Cash paid during the period for:
Income taxes.................................... $ -- $ 456 $ 14,283 $ 2,392 $ 26,994
========== =========== ============ ============ ============
Interest........................................ $ -- $ 48,986 $ 84,206 $ 65,691 $ 56,889
========== =========== ============ ============ ============
</TABLE>

See accompanying notes.

F-5
<PAGE> 71

SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS

SilverStream Software, Inc. (the Company) was incorporated on May 8, 1996.
The Company is a global provider of application server software and services
that enable businesses and other large organizations to create, deploy and
manage software applications for intranets, extranets and the Internet. The
Company markets their software worldwide and has sales offices in the United
Kingdom, The Netherlands, Belgium, Germany, Norway, the Czech Republic, France,
Hong Kong, Singapore and Taiwan.

The market for application server software has only recently begun to
develop, is rapidly evolving and will likely have an increasing number of
competitors. The market is marked by rapid technological change, frequent new
product introductions and enhancements and evolving industry standards. The
Company's future financial performance will depend on the market's acceptance of
its application server products and the Company's ability to successfully
introduce enhancements to their application server products and to expand its
operations to meet the evolving customer needs within the industry.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its international subsidiaries, all of which are wholly owned, located in
Europe and Asia. All intercompany accounts and transactions have been eliminated
in consolidation.

The accompanying consolidated financial statements reflect the application
of certain significant accounting policies as described in this note and
elsewhere in the accompanying consolidated financial statements and notes.

USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

CASH EQUIVALENTS AND MARKETABLE SECURITIES

The Company accounts for cash equivalents and marketable securities in
accordance with Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." Cash
equivalents are short-term, highly liquid investments with original maturity
dates of three months or less. Cash equivalents are carried at cost, which
approximates fair market value. The Company's marketable securities are
classified as available-for-sale and are recorded at fair value with any
unrealized gain or loss recorded as an element of stockholders' equity
(deficit). As of December 31, 1998 and September 30, 1999, the Company's
marketable securities consisted of investment-grade corporate bonds.

As of December 31, 1998, the Company's marketable securities had the
following contractual maturities.

<TABLE>
<S> <C>
Within 1 year............................................... $3,083,913
After 1 year through 5 years................................ 246,690
----------
$3,330,603
==========
</TABLE>

F-6
<PAGE> 72
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist of cash and cash equivalents, marketable
securities and accounts receivable. Concentration of credit risk with respect to
marketable securities is limited as marketable securities are primarily
investment-grade corporate bonds with high-credit, quality financial
institutions.

Concentration of credit risk with respect to accounts receivable is limited
due to the large number of companies comprising the Company's customer base.
On-going credit evaluations of customers' financial condition are performed and
collateral is generally not required. The Company maintains reserves for
potential credit losses and such losses, in the aggregate, have not exceeded
management's expectations.

FURNITURE AND EQUIPMENT

Furniture and equipment is stated at cost. Depreciation is computed by use
of the straight-line method over the following estimated useful lives:

<TABLE>
<S> <C>
Leasehold improvements........................
Lesser of remaining
lease-term or useful
life
Furniture and fixtures........................
5 years
Computer equipment and software...............
3 years
Telephone equipment...........................
3 years
</TABLE>

ADVERTISING COSTS

The Company expenses advertising costs as incurred. Advertising costs were
$0, $187,000 and $858,000 for the period ended December 31, 1996 and the years
ended December 31, 1997 and 1998, respectively, and $702,000 and $446,000 for
the nine months ended September 30, 1998 and 1999, respectively.

CAPITALIZED SOFTWARE

Capitalization of software development costs under SFAS No. 86 begins upon
the establishment of technological feasibility. Technological feasibility is
established upon the completion of a working model. The establishment of
technological feasibility and the ongoing assessment of recoverability of
capitalized software development costs require considerable judgment by
management with respect to certain external factors, including, but not limited
to, technological feasibility, anticipated future gross revenues, estimated
economic life, and changes in software and hardware technologies. Costs incurred
by the Company between completion of a working model and the point at which the
product is ready for general release have been insignificant. Therefore, through
December 31, 1998 and September 30, 1999, all research and development costs
have been expensed as incurred.

REVENUE RECOGNITION

Revenue recognition from software license fees and from sales of software
products is recognized when persuasive evidence of an agreement exists, delivery
of the product has occurred, no significant Company obligations with regard to
implementation remain, the fee is fixed or determinable and collectibility is
probable. Update assurance agreements represent the right to receive unspecified
upgrades on an if-and-when available basis. Fees from update assurance
agreements, which are separately negotiated and priced, are deferred and
recognized on a straight-line basis over the life of the related agreement,
which is typically one year.

F-7
<PAGE> 73
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Services revenue is primarily comprised of revenue from consulting,
technical support and education services. Services revenue from consulting and
education is billed on a time and materials basis and is recognized as the
services are performed. Technical support revenue is deferred and recognized on
a straight-line basis as service revenue over the life of the related agreement,
which is typically one year.

Customer advances and billed amounts due from customers in excess of
revenue recognized are recorded as deferred revenue and recognized as the
services are delivered.

Revenue derived from arrangements with resellers of our products is not
recognized until the software is shipped to the customer.

Sales to independent software vendors (ISVs) are deferred and recognized on
a straight line basis as product revenue over the life of the agreement, which
is typically one year, since the only undelivered element under these agreements
is service for which no pattern of performance is discernible. ISV-related
partner fees are deferred and recognized on a straight line basis as an offset
to the related expenses over the life of the agreement, which is typically one
year, since the Company considers such fees to be reimbursement for costs
incurred, primarily marketing support, in connection with its ISV partner
program.

Customer returns are estimated and accrued for as a percentage of net
product revenues based upon historical trends.

The Company adopted Statement of Position (SOP) 97-2, "Software Revenue
Recognition" and SOP 98-4, "Deferral of the Effective Date of a Provision of SOP
97-2, Software Revenue Recognition," as of January 1, 1998. SOP 97-2 and SOP
98-4 provide guidance for recognizing revenue on software transactions and
supersede SOP 91-1.

The Company will adopt SOP 98-9, "Modification of SOP 97-2, Software
Revenue Recognition, with Respect to Certain Transactions." SOP 98-9 amends SOP
98-4 to extend the period of deferral of the application of certain passages of
SOP 97-2 provided by SOP 98-4 through fiscal years beginning on or before March
15, 1999. All other provisions of SOP 97-2 are effective for transactions
entered into in fiscal years beginning after March 15, 1999.

The adoption of SOP 97-2 and SOP 98-4 did not have a material impact on the
Company's financial results. In addition, the Company believes that the adoption
of SOP 98-9 will not have a material impact on the Company's financial results.

LICENSING AGREEMENTS

The Company has entered into various licensing agreements with third-party
software and technology companies, primarily for encryption technology,
requiring royalty payments which are based on either a percentage of product
revenue or per unit sales. Royalty expenses, which are charged to cost of
revenue under these license agreements, totaled $168,000 for the year ended
December 31, 1998, and $82,000 and $184,000 for the nine months ended September
30, 1998 and 1999, respectively. Prepaid royalties related to these licensing
agreements were $183,000 and $113,000 for the years ended December 31, 1997 and
1998, respectively, and $165,000 and $305,000 for the periods ended September
30, 1998 and 1999, respectively.

EARNINGS PER SHARE

The Company computes earnings per share in accordance with SFAS No. 128,
"Earnings per Share". SFAS 128 requires calculation and presentation of basic
and diluted earnings per share. Basic earnings per share is calculated based on
the weighted average number of common shares outstanding and excludes any
dilutive effects of warrants, stock options, common stock subject to repurchase
or other type securities. Diluted earnings per share is calculated based on the
weighted average number of common shares outstanding and the dilutive effect of

F-8
<PAGE> 74
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

warrants, stock options, and related securities calculated using the treasury
stock method. Dilutive securities are excluded from the diluted earnings per
share calculation if their effect is anti-dilutive.

INCOME TAXES

The Company provides for income taxes under SFAS No. 109, "Accounting for
Income Taxes." Under SFAS 109, the liability method is used in accounting for
income taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between the financial reporting and tax basis of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.

FINANCIAL INSTRUMENTS

The fair value of the Company's financial instruments, which include cash
and cash equivalents, marketable securities, accounts receivable and accounts
payable and long term debt, are based on assumptions concerning the amount and
timing of estimated future cash flows and assumed discount rates reflecting
varying degrees of perceived risk. The carrying value of these financial
instruments approximated their fair value at December 31, 1997 and 1998 due to
the short term nature of these instruments and the variable interest rate on the
long term debt.

FOREIGN CURRENCY TRANSLATIONS

Financial statements of foreign subsidiaries are translated into U.S.
dollars at the exchange rate as of the balance sheet dates, with the exception
of revenues, costs and expenses. All revenues, costs and expenses are translated
at a weighted-average of exchange rates in effect during the year. Net exchange
gains or losses resulting from the translation of the foreign financial
statements are recorded as a separate component of comprehensive income.
Transaction adjustments for all foreign subsidiaries are included in income.

STOCK COMPENSATION ARRANGEMENTS

The Company adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." As permitted by SFAS No. 123, the
Company has continued to account for employee stock options in accordance with
Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued
to Employees," and has included the pro forma disclosures required by SFAS No.
123 for all periods presented.

NON-MONETARY TRANSACTIONS

The Company has entered into certain non-monetary transactions involving
the issuance of preferred or common stock in consideration for professional and
marketing services provided to the Company by third parties. The Company has
accounted for these non-monetary transactions in accordance with SFAS No. 123.
All transactions are accounted for based on the fair value of the goods or
services received or on the fair value of the equity instruments issued,
whichever is more reliably measurable. All expenses related to non-monetary
transactions were recognized in the period incurred.

COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income," which establishes new rules for the reporting and display
of comprehensive income and its components. SFAS 130 requires unrealized gains
and losses on the Company's available-for-sale securities and the foreign
currency translation adjustments, which prior to adoption were reported
separately in shareholders' equity, to

F-9
<PAGE> 75
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

be included in other comprehensive income. Prior to the three-month period ended
March 31, 1999, amounts pertaining to comprehensive income were not material and
have therefore not been separately stated.

SEGMENT REPORTING

Effective January 1, 1998, the Company adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." SFAS 131
superseded SFAS No. 14, "Financial Reporting for Segment of a Business
Enterprise." SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in interim financial
reports. The Company views its operations and manages its business as one
segment: the development and delivery of application server solutions, that
include software and related products and services. Factors used to identify the
Company's single operating segment include the organizational structure of the
Company and the financial information available for evaluation by the chief
operating decision maker in making decisions about how to allocate resources and
assess performance. The adoption of SFAS 131 did not affect results of operation
or financial position, but did affect the disclosure of segment information. See
Note 11.

UNAUDITED INTERIM FINANCIAL INFORMATION

The interim financial information at September 30, 1999 and for the nine
months ended September 30, 1998 and 1999, all of which is unaudited, was
prepared by the Company on a basis consistent with the audited financial
statements. In management's opinion, such information reflects all adjustments
which are of a normal recurring nature and which are necessary to present fairly
the results of the periods presented.

UNAUDITED PRO FORMA BASIC AND DILUTED NET LOSS PER SHARE

The unaudited pro forma basic and diluted net loss per share is computed
using the weighted-average number of outstanding common shares assuming
conversion of all preferred shares into common shares (at date of original
issuance), which occurred upon completion of the initial public offering. Common
share equivalents are excluded from the calculation as their effect is
anti-dilutive.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 1998, the Accounting Standard Executive Committee ("AcSEC") issued
SOP 98-1, "Accounting of the Costs of Computer Software Developed or Obtained
for Internal Use." The adoption of SOP 98-1, which is effective for SilverStream
beginning January 1, 1999, did not have a material effect on SilverStream's
financial condition or results of operations.

In April 1998, the AcSEC issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities." SOP 98-5 is effective for SilverStream's calendar year
1999 financial statements and the adoption did not have a material effect on
SilverStream financial condition or results of operations.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives Instruments and Hedging Activities." The Company is
currently analyzing the effect, if any, the standard will have on its financial
condition or results of operations.

F-10
<PAGE> 76
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Furniture, equipment and leasehold improvements consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------- -------------
1997 1998 1999
---------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Furniture and fixtures....................... $ 360,315 $ 502,821 $ 633,636
Computer equipment and software.............. 1,302,285 2,051,809 3,576,861
Telephone equipment.......................... 150,067 162,205 167,449
Leasehold improvements....................... 90,732 178,800 300,524
---------- ----------- -----------
1,903,399 2,895,635 4,678,470
Less accumulated depreciation and
amortization............................... (375,244) (1,099,289) (2,015,545)
---------- ----------- -----------
$1,528,155 $ 1,796,346 $ 2,662,925
========== =========== ===========
</TABLE>

4. ACCRUED EXPENSES

Accrued expenses include the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
(UNAUDITED)
<S> <C> <C>
Fringe benefits............................................ $124,337 $ 669,999
Occupancy.................................................. 130,507 308,563
Professional fees.......................................... 66,387 (53,674)
Bonus...................................................... 19,996 174,999
Other...................................................... 81,522 614,464
-------- ----------
$422,749 $1,714,351
======== ==========
</TABLE>

5. DEBT

LONG-TERM DEBT

Under the terms of a credit facility, negotiated in 1996 and expiring March
1, 2000, borrowings of approximately $501,598 and $295,286 converted fully into
separate term loans on March 31, 1997 and September 30, 1997, respectively.
Principal repayments began April 1, 1997 and October 1, 1997 in 30 equal monthly
payments. Interest on the loans accrues at prime rate plus 0.5% (8.25% at
December 31, 1998) and is payable monthly in arrears. The outstanding balance
under the facility at December 31, 1997 and 1998 was $607,937, $308,870
respectively.

Under terms of a credit facility, negotiated in 1997 and expiring March 1,
2001, borrowings of approximately $602,000 converted fully into a term loan on
March 31, 1998. Principal repayments began April 1, 1998 in 36 equal monthly
payments. Interest on the loan accrues at prime rate plus 0.5% and is payable
monthly in arrears. The outstanding balance under the facility at December 31,
1998 and September 30, 1999 was $451,737 and $301,158, respectively.

Borrowings under the terms of both credit facilities are secured by
substantially all the Company's tangible assets.

F-11
<PAGE> 77
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The aggregate maturities of long term debt are as follows:

LINE OF CREDIT

The Company currently has a $750,000 line of credit with its bank for the
purpose of financing equipment purchases. The line of credit converts fully into
a term loan on October 31, 1999. Principal repayments begin on November 1, 1999
in 36 equal monthly payments. Interest on the loan accrues at prime plus 0.5%
and is payable monthly. Borrowings are secured by substantially all the
Company's tangible assets. The loan contains restrictive covenants which
include, among other restrictions, maintaining minimum tangible net worth
requirements, and limitations on incurring additional indebtedness and paying
cash dividends. There was $750,000 outstanding under the line of credit at
September 30, 1999.

6. LEASES

The Company leases office space and certain equipment under operating
leases expiring through April 2003. Future minimum payments under noncancelable
operating leases are as follows:

<TABLE>
<S> <C>
1999............................................. $1,184,150
2000............................................. 535,114
2001............................................. 31,876
2002............................................. 29,604
2003............................................. 2,415
----------
Total minimum lease payments..................... $1,783,159
==========
</TABLE>

Rent expense charged to operations for the period ended December 1996, and
the years ended December 1997 and 1998 was $41,000, $336,000 and $602,000,
respectively, and for the nine months ended September 30, 1998 and 1999 was
$345,000 and $853,000, respectively.

7. EMPLOYEE BENEFITS

RESTRICTED STOCK ISSUED TO FOUNDER

In May and July 1996, the Company sold 1,123,000 shares of common stock to
the founder pursuant to a founders stock restriction agreement at the fair value
of the stock at the date of the issuance. The shares were issued in the name of
the founder, who has all rights of a stockholder, subject to certain repurchase
and transfer provisions. If the founder ceases to be employed by the Company,
the Company shall have the option to repurchase from the founder a portion of
the shares based upon a predetermined formula. In addition, the founder shall
not sell any of the shares that are subject to repurchase by the Company.

An aggregate of 617,650 shares, 393,050 shares and 285,532 shares of common
stock are subject to repurchase at December 31, 1997 and 1998, and September 30,
1999, respectively.

1996 FOUNDERS STOCK INCENTIVE PLAN

In May 1996, the Company adopted the 1996 Founders Stock Incentive Plan
(the 1996 Plan) covering all eligible employees, officers, directors consultants
and advisors. At inception of the 1996 Plan, the Company authorized the issuance
of up to 3,877,000 shares of common stock. The Company issued and sold an

F-12
<PAGE> 78
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

aggregate of 3,775,031 shares of common stock under the 1996 Plan pursuant to
founders stock restriction agreements at the fair value of the stock at the date
of the issuance. The shares were issued in the name of the employee, who has all
rights of a stockholder, subject to certain repurchase and transfer provisions.
If the employee ceases to be employed by the Company, the Company shall have the
option to repurchase from the employee a portion of the shares based upon a
predetermined formula. In addition, the employee shall not sell any of the
shares that are subject to repurchase by the Company. An aggregate of 145,394
shares of common stock have been repurchased by the Company under the 1996 Plan
and retired.

An aggregate of 2,235,839 shares, 1,436,707 shares and 1,115,105 shares of
common stock are subject to repurchase at December 31, 1997 and 1998, and
September 30, 1999, respectively.

1997 STOCK INCENTIVE PLAN

In February 1997, the Company adopted the 1997 Stock Incentive Plan (the
1997 Plan) covering all eligible employees, officers, directors, consultants and
advisors. As of December 31, 1998 the Company has reserved 1,305,719 shares of
common stock for issuance under the 1997 Plan. As of September 30, 1999, the
Company authorized the issuance of up to 3,500,000 shares of common stock under
the 1997 Plan. Under the 1997 Plan, the Company may grant stock options to
purchase shares of the Company's common stock, restricted common stock awards
and other stock-based awards having terms and conditions at the discretion of
the Company's Board of Directors. The prices, terms and vesting periods of stock
awards under the 1997 Plan are determined by the Board of Directors at the date
of the grant. The 1997 Plan also contains provisions which stipulate that upon
an acquisition event the Board of Directors is authorized to determine that any
stock option, restricted stock or other stock-based award granted under the 1997
Plan may become immediately exercisable in full or in part.

The Company issued and sold an aggregate of 300,000 shares of common stock
under the 1997 Plan pursuant to founders stock restriction agreements at the
fair value of the stock at the date of issuance. The shares are issued in the
name of the employee, who has all rights of a stockholder, subject to certain
repurchase and transfer provisions. If the employee ceases to be employed by the
Company, the Company shall have the option to repurchase from the employee a
portion of shares based upon a predetermined formula. In addition, the employee
shall not sell any of the shares that are subject to repurchase by the Company.

An aggregate of 300,000 shares, 160,875 shares and 143,016 shares of common
stock are subject to repurchase at December 31, 1997 and 1998, and September 30,
1999.

In March 1999, options to purchase an aggregate of 201,450 shares of common
stock which vest over a five year period were granted to employees with an
exercise price of $4.00 per share. In April 1999, options to purchase an
aggregate of 11,600 and 215,450 shares of common stock which vest over a five
year period were granted to employees with an exercise price of $6.00 and $8.00
per share, respectively. Additionally, on April 30, 1999, an option to purchase
an aggregate of 25,000 shares of common stock which vested immediately was
granted to a director with an exercise price of $8.00 per share. In May 1999,
options to purchase an aggregate of 113,250 shares of common stock which vest
over a five year period were granted to employees with an exercise price of
$8.00 per share. In June 1999, options to purchase an aggregate of 27,000 shares
of common stock which vest over a five-year period were granted to employees
with an exercise price of $10.00 per share.

The Company has recorded deferred compensation of $2,038,078 relating to
these option grants, which is being charged ratably to operations over the
vesting period of the options.

The Company holds notes receivable totaling $103,500 from employees at
December 31, 1997 and 1998, and at September 30, 1998 and 1999. These notes
arose from transactions in September 1997 whereby the Company loaned the
employees money to purchase an aggregate of 207,000 shares of the Company's
common
F-13
<PAGE> 79
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

stock at the then fair market value. The notes receivable are fully recourse to
the employees and are due to be paid in full, with accrued interest at the rate
of 6.39% per annum, on August 26, 2002. These notes receivable are shown as a
reduction in stockholders' equity in the accompanying balance sheets.

401(K) PLAN

The Company has a 401(k) plan (the Plan), whereby eligible employees may
contribute up to 15% of their compensation, subject to limitations established
by the Internal Revenue Code. The Company may also contribute a discretionary
matching contribution, to each such participant's deferred compensation equal to
a discretionary percentage determined by the Company. As of September 30, 1999,
the Company had not made any discretionary matching contributions in any of the
fiscal periods presented.

EMPLOYEE STOCK PURCHASE PLAN

On June 9, 1999, the Board of Directors approved the adoption of the
Company's 1999 employee stock purchase plan (the 1999 Purchase Plan). A total of
300,000 shares of common stock has been reserved for issuance under the 1999
Purchase Plan. The 1999 Purchase Plan permits eligible employees to acquire
shares of the Company's common stock through periodic payroll deductions of up
to 10% of base cash compensation. Each offering period will have a maximum
duration of 12 months. The price at which the common stock may be purchased is
85% of the lesser of the closing price of the Company's common stock on the
first day of the applicable offering period or on the last day of the respective
purchase period. The initial offering period will commence on the effectiveness
of the initial public offering and will end at the end of a six month period.

STOCK OPTION DISCLOSURES

The Company has adopted the disclosure provisions only of SFAS 123. The
fair values for these options were estimated at the date of grant using the
minimum value method with the following assumptions:

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
------------ --------------
1997 1998 1998 1999
---- ---- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Expected life (years)........................... 4.97 5.35 6.7 8.54
Risk free interest rate......................... 5.66% 4.75% 4.22% 5.76%
Dividend yield.................................. -- -- -- --
</TABLE>

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 is as follows:

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
-------------------------- ---------------------------
1997 1998 1998 1999
----------- ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Pro forma net loss................ $(8,351,473) $(12,996,310) $(9,595,468) $(16,000,751)
Pro forma net loss per share...... $ (10.63) $ (4.94) $ (3.86) $ (2.82)
</TABLE>

Compensation expense under SFAS 123 for 1997 and 1998 is not representative
of future expense, as it includes one and two years of expense, respectively. In
future years, the effect of determining compensation cost using the fair value
method will include additional vesting and associated expense.

F-14
<PAGE> 80
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Option activity under the 1997 Plan is summarized below:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------- NINE MONTHS ENDED
1997 1998 SEPTEMBER 30, 1999
------------------ ------------------ --------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
------- -------- ------- -------- ------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of
year........................ -- -- 607,000 $ .34 895,175 $ 1.15
Granted....................... 614,000 $.34 381,950 2.21 870,150 9.28
Expired or canceled........... (7,000) .20 (38,250) .37 (41,550) 2.83
Exercised..................... -- (55,525) .17 (107,943) 2.16
------- ------- ---------
Outstanding, end of year...... 607,000 .34 895,175 1.15 1,615,832 5.42
======= ======= =========
Exercisable at end of year.... -- 159,850 159,299
Available for future grants... 398,719 55,019 1,420,700
Weighted-average fair value of
options granted during
year........................ $.33 $2.16 $13.15
</TABLE>

The following table presents weighted-average price and life information
about significant option groups outstanding at December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- --------------- ----------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ .02 - $ .20 162,475 6.79 Years $ .07 30,525 $.08
$ .50 363,750 5.89 Years .50 127,225 .50
$ .90 137,500 7.99 Years .90 2,100 .90
$3.00 241,450 9.23 Years 3.00 -- --
------- -------
$ .02 - $3.00 905,175 7.26 Years $1.15 159,850 $.43
======= =======
</TABLE>

8. PREFERRED STOCK

In July, August and November 1996, the Company sold 3,683,050 shares of
Series A redeemable convertible preferred stock, par value $.001, at $1.00 per
share. Proceeds to the Company were $3,575,000 (net of $25,000 of issuance
costs).

In June and September 1997, the Company sold 1,500,938 shares of Series B
redeemable convertible preferred stock, par value $.001, at $5.33 per share.
Proceeds to the Company were $7,900,002 (net of $20,000 of issuance costs).

In November and December 1997, the Company sold 1,728,283 shares of Series
C convertible preferred stock, par value $.001, at $8.78 per share. Proceeds to
the Company were $15,154,325 (net of $20,000 of issuance costs).

In March 1998, the Company sold 194,305 shares of Series C convertible
preferred stock, par value $.001, at $8.78 per share. Proceeds to the Company
were $1,701,998 (net of $4,000 of issuance costs).

F-15
<PAGE> 81
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In March, April and May of 1999, the Company sold 1,552,632 shares of
Series D Convertible Preferred Stock, par value $.001, at $9.50 per share.
Proceeds to the Company were $14,727,997 (net of $22,000 of issuance costs).

The Company has reserved up to 8,659,208 shares of its common stock for
issuance upon conversion of the preferred stock.

Significant features of the Series A, B and C preferred stocks are as
follows:

CONVERSION

As more fully described in the Company's amended Certificate of
Incorporation, each share of preferred stock is convertible at the shareholder's
option into such number of shares of common stock as determined by a conversion
factor, as defined. The preferred stock will automatically convert upon the
closing of a qualified public offering of the Company's common stock, as
defined.

REDEMPTION

At the written request of the holders of a majority of the outstanding
shares of Series A and Series B preferred stock, the Company will redeem a
specified percentage of the Series A and Series B preferred stock on December
31, 2001, 2002 and 2003, respectively. The price per share to be paid to the
Series A and Series B preferred stockholders shall be $1.00 and $5.33,
respectively, plus any dividends declared but unpaid.

DIVIDENDS

The holders of preferred stock shall be entitled to receive, when and if
declared by the Board of Directors of the Company, dividends in the same amount
per share as would be payable on the number of shares of common stock into which
the preferred stock is then convertible, payable in preference and priority to
payment of any cash dividend on common stock.

VOTING

Shares of preferred stock are entitled to a number of votes on any matter
put before the shareholders of the Company equal to the number of shares of
common stock into which they are convertible.

LIQUIDATION

Upon liquidation of the Company, holders of Series A, Series B and Series C
preferred stock shall be first entitled, before any distribution or payment is
made to holders of common stock, to be paid $1.00, $5.33 and $8.78 per share,
respectively, plus any declared and unpaid dividends thereon.

9. NON-MONETARY TRANSACTIONS

In August 1996, the Company issued 83,050 shares of its Series A redeemable
convertible preferred stock in consideration for $83,050 of fees for personnel
placement services. The transaction was accounted for by recognizing
professional fees expense of $83,050 and increasing the preferred stock balance
by the same amount.

In June 1997, the Company issued 15,009 shares of its Series B redeemable
convertible preferred stock in consideration for $79,998 of fees for marketing
services. The transaction was accounted for by recognizing marketing expense of
$79,998 and increasing the preferred stock balance by the same amount.

In September 1997, the Company issued 207,000 shares of common stock in
exchange for interest bearing notes of $103,500 and cash of $11,500 (see Note
7).

F-16
<PAGE> 82
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In November 1997, the Company entered into an agreement to issue up to
48,000 shares of its common stock in consideration of software services and
co-marketing efforts. The Company has issued 48,000 shares under the agreement.
The transaction was accounted for by recognizing marketing expense of $43,200
and increasing the common stock balance by the same amount.

In September 1998, the Company issued 39,863 shares of its common stock in
consideration for $159,452 of fees for marketing services. The transactions were
accounted for by recognizing total marketing expense of $159,452 and increasing
the common stock balance by the same amount.

10. INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
and income tax purposes. A valuation allowance has been established to reflect
the uncertainty of future taxable income to utilize available tax loss
carryforwards and other deferred tax assets. Significant components of the
Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1998
----------- -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward........................... $ 3,700,000 $ 8,900,000
Research and development credit carryforward............ 150,000 350,000
Other................................................... 67,000 146,000
Deferred tax liabilities:
Depreciation............................................ (135,000) (247,000)
----------- -----------
3,782,000 9,149,000
Less valuation allowance for deferred tax assets........ (3,782,000) (9,149,000)
----------- -----------
Total..................................................... $ -- $ --
=========== ===========
</TABLE>

As of December 31, 1998, the Company has net operating loss carryforwards
and research and development tax carryforwards of approximately $22,300,000 and
$350,000, respectively, available to offset future Federal taxable income. These
carryforwards begin to expire in 2012 and may be subject to certain limitations.

11. SEGMENT AND GEOGRAPHIC INFORMATION

As discussed in Note 2, the Company operates in one business segment: the
development and delivery of application server software and related software
products and services. In making this determination, the Company considered the
information which management uses to oversee the Company's operations as well as
the manner in which the business is managed.

Foreign operations in 1998 were conducted in four countries in Europe.
During the first nine months of 1999, foreign operations were expanded.
Operations are currently conducted in seven countries in Europe and three
countries in the Asia Pacific region.

F-17
<PAGE> 83
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Revenues by geographic region are as follows:

Total long lived assets by geographic region are as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------- -----------------------
1996 1997 1998 1998 1999
-------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
United States.............. $308,837 $1,528,155 $1,733,471 $1,686,072 $4,081,018
Other...................... -- -- 62,876 -- 434,352
-------- ---------- ---------- ---------- ----------
Total...................... $308,837 $1,528,155 $1,796,347 $1,686,072 $4,515,370
======== ========== ========== ========== ==========
</TABLE>

F-18
<PAGE> 84
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss
per share:

<TABLE>
<CAPTION>
PERIOD FROM
MAY 8, 1996 NINE MONTHS ENDED
(INCEPTION) TO YEARS ENDED DECEMBER 31, SEPTEMBER 30,
DECEMBER 31, -------------------------- --------------------------
1996 1997 1998 1998 1999
-------------- ----------- ------------ ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Numerator:
Net loss.................. $ (951,584) $(8,335,095) $(12,885,047) $(9,429,438) $(14,362,148)
Beneficial conversion
feature in series D
preferred stock....... -- -- -- -- (263,158)
----------- ----------- ------------ ----------- ------------
Net loss applicable to
common stockholders... (951,584) (8,335,095) (12,885,047) (9,429,438) (14,625,306)
=========== =========== ============ =========== ============
Denominator:
Weighted average common
shares outstanding.... 2,322,605 5,065,356 5,122,480 5,100,943 7,221,734
Weighted average common
shares subject to
repurchase............ (2,136,919) (4,279,808) (2,489,984) (2,616,927) (1,543,653)
----------- ----------- ------------ ----------- ------------
Denominator for basic and
diluted loss per share
applicable to common
stockholders............ 185,686 785,548 2,632,496 2,484,016 5,678,081
=========== =========== ============ =========== ============
Basic and diluted net
loss per share
applicable to common
stockholders.......... $ (5.12) $ (10.61) $ (4.89) $ (3.80) $ (2.58)
Pro forma:
Shares used above....... 2,632,496 5,678,081
Pro forma adjustment to
reflect weighted
effect of assumed
conversion of
convertible preferred
stock................. 7,059,197 6,870,882
------------ ------------
Shares used in computing
pro forma basic net
loss per share
applicable to common
stockholders.......... 9,691,693 12,548,963
============ ============
Pro forma basic and
diluted net loss per
share applicable to
common stockholders... $ (1.33) $ (1.17)
</TABLE>

The Company has excluded all preferred stock, outstanding stock options and
shares subject to repurchase by the Company from the calculation of loss per
share because all such securities are antidilutive for all periods presented.
Shares subject to repurchase by the Company will be included in the computation
of earnings per share when the Company's option to repurchase these shares
expires. Weighted-average options outstanding to purchase 0, 168,192, and
348,880 shares of common stock for the years ended December 31, 1996, 1997, and
1998, were not included in the computation of net loss per share because the
effect would be antidilutive. Such securities, had they been dilutive, would
have been included in the computation of diluted net loss per share using the
treasury stock method.

F-19
<PAGE> 85
SILVERSTREAM SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. SUBSEQUENT EVENTS

ISSUANCE OF SERIES D STOCK

In March, April and May 1999, the Company sold 1,552,632 shares of Series D
convertible preferred stock, par value $.001, at $9.50 per share. Proceeds to
the Company were $14,727,997 (net of $22,000 of issuance costs). Terms of the
Series D stock are consistent with Series A, Series B and Series C (see Note 8)
except that Series D has no mandatory redemption provisions. The issuance of
Series D stock in May 1999 resulted in a beneficial conversion of $263,158.

CHANGE IN AUTHORIZED STOCK

On June 9, 1999, the Board of Directors approved an amendment and
restatement of the Company's certificate of incorporation to increase the number
of authorized shares to 100,000,000 shares of common stock and 2,000,000 shares
of undesignated preferred stock. Such amended and restated certificated
incorporation will be effective upon the closing of this offering.

EMPLOYEE STOCK PURCHASE PLAN

ACQUISITIONS

In June and July 1999, the Company acquired three international
distributors by issuing 140,000 shares of common stock. The transactions have
been accounted for as purchases and, accordingly, their results of operations
are included in the consolidated financial statements from the dates of
acquisition. The purchase prices have been allocated to the assets acquired and
liabilities assumed based upon their respective fair values.

F-20
<PAGE> 86

SILVERSTREAM SOFTWARE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

OVERVIEW

On December 13, 1999, we acquired GemLogic, Inc. GemLogic, which was
incorporated in January 1999, provides XML software to enable customers to more
easily develop and deploy business-to-business
e-commerce applications. The purchase price was approximately $12.1 million. The
acquisition was completed through the issuance of approximately 114,456 shares
of our common stock. Under the terms of the GemLogic purchase agreement, we are
committed to make additional issuances of common stock, based upon the
achievement of future goals and deliverables. Contingent consideration, which
would be added to goodwill and amortized over the remaining life, may
approximate $4.8 million. In addition we issued options to purchase common stock
to GemLogic employees at exercise prices ranging from $40 to $60 per share.
These options may result in a compensation charge of up to approximately $5.6
million, which will be charged to operations based upon vesting of these options
over the next four to seven years. The merger has been accounted for using the
purchase method of accounting.

On December 13, 1999, we acquired ObjectEra, Inc. for $8.1 million.
ObjectEra, which commenced operations in January 1999, developed and distributes
a software program known as an Object Request Broker (ORB). $4.2 million of the
purchase price was paid at the closing, with $3.9 million to be paid on February
1, 2000. Under the terms of the ObjectEra purchase agreement, SilverStream is
committed to making additional payments in a combination of cash and common
stock, based upon the achievement of future goals and deliverables. Contingent
consideration, which would be added to goodwill and amortized over the remaining
life, may approximate $3.9 million. The merger has been accounted for using the
purchase method of accounting.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the nine months ended September 30, 1999 gives effect to the acquisitions of
GemLogic and ObjectEra, as if they had occurred on January 1, 1999. The
Unaudited Pro Forma Condensed Statement of Operations includes the historical
results of operations of GemLogic and ObjectEra for the nine months ended
September 30, 1999.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect
to the acquisition of GemLogic and ObjectEra as if it had occurred on September
30, 1999. The following pro forma statements and the accompanying notes should
be read in conjunction with the historical financial statements of SilverStream.

The Unaudited Pro Forma Condensed Consolidated Financial Information is
intended for informational purposes only and is not necessarily indicative of
the future position or future results of operations of the consolidated company
after the acquisitions of GemLogic and ObjectEra or of the financial position or
results of operations of the consolidated company that would have actually
occurred had the acquisitions of GemLogic and ObjectEra been effected on January
1, 1999. Since both ObjectEra and GemLogic had no substantial operations prior
to January 1, 1999, only pro forma information subsequent to January 1, 1999 has
been provided.

F-21
<PAGE> 87

SILVERSTREAM SOFTWARE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
PRO FORMA
SEPTEMBER 30, PRO FORMA SEPTEMBER 30,
1999 GEMLOGIC OBJECTERA ADJUSTMENTS 1999
------------- -------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents................ $ 51,323,975 $ 2,826 $381,026 $(4,200,000)1(a) $ 47,507,827
Marketable securities................ 5,148,079 -- -- -- 5,148,079
Accounts receivable.................. 5,772,431 -- 361,155 -- 6,133,586
Prepaid expenses..................... 869,451 -- 125,400 -- 994,851
Other................................ 14,361 -- -- -- 14,361
------------ -------- -------- ----------- ------------
Total current assets............. 63,128,297 2,826 867,581 (4,200,000) 59,798,704
Furniture and fixtures, net.......... 2,662,925 13,425 17,073 -- 2,693,423
Intangibles, net..................... 1,852,445 -- -- 18,292,8391(a) 20,145,284
------------ -------- -------- ----------- ------------
Total assets..................... $ 67,643,667 $16,251 $884,654 $14,092,839 $ 82,637,411
============ ======== ======== =========== ============

Current Liabilities:
Accounts payable..................... $ 3,146,027 $ -- $ 69,400 -- $ 3,215,427
Accrued expenses..................... 1,714,351 -- -- $3,900,0001(a) 5,614,351
Deferred revenue..................... 2,636,937 -- 878,667 -- 3,515,604
Current portion of long-term debt.... 429,939 -- -- -- 429,939
------------ -------- -------- ----------- ------------
Total current liabilities........ 7,927,254 -- 948,067 3,900,000 12,775,321
Long-term debt, less current
portion............................ 621,219 -- -- -- 621,219
Common Stock......................... 18,016 80,000 2,500 (82,386)1(b) 18,130
Additional paid-in capital........... 97,516,295 -- -- 12,132,2221(a) 107,661,858
Deferred compensation................ (1,739,652) -- -- -- (1,739,652)
Accumulated deficit.................. (36,533,874) (63,749) (65,913) (1,856,997)1(b) (38,520,533)
Other comprehensive loss............. (62,091) -- -- -- (62,091)
Notes receivable from stockholders... (103,500) -- -- -- (103,500)
------------ -------- -------- ----------- ------------
Total stockholders' equity
(deficit)...................... 59,095,194 16,251 (63,413) 10,192,839 69,240,871
------------ -------- -------- ----------- ------------
Total liabilities and
stockholders' equity
(deficit)...................... $ 67,643,667 $16,251 $884,654 $14,092,839 $ 82,637,411
============ ======== ======== =========== ============
</TABLE>

F-22
<PAGE> 88

SILVERSTEAM SOFTWARE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
PRO FORMA
SEPTEMBER 30, SEPTEMBER 30,
1999 GEMLOGIC OBJECTERA ADJUSTMENTS 1999
------------- -------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Revenue:
Software license................ $ 9,009,865 -- $ 25,764 -- $ 9,035,629
Services................... 5,024,498 -- 56,724 -- 5,081,222
------------ -------- -------- ----------- ------------
Total revenue......... 14,034,363 -- 82,488 -- 14,116,851
Cost of Revenue:
Software license........... 1,076,359 -- -- -- 1,076,359
Services................... 6,462,504 -- -- -- 6,462,504
------------ -------- -------- ----------- ------------
Total cost of
revenue............. 7,538,863 -- -- -- 7,538,863
Gross profit (loss)............. 6,495,500 -- 82,488 -- 6,577,988
Operating expenses:
Sales and marketing........ 13,220,030 -- -- -- 13,220,030
Research and development... 5,172,711 $ 63,749 152,914 -- 5,389,374
General and
administrative........... 2,599,871 -- -- -- 2,599,871
Compensation charge for
issuance of stock
options.................. 298,426 -- -- $ 921,4302(a) 1,219,856
Amortization of goodwill... 81,348 -- -- 2,743,9262(b) 2,825,274
------------ -------- -------- ----------- ------------
Total operating
expenses............ 21,372,386 63,749 152,914 3,665,356 25,254,405
Loss from operations............ (14,876,886) (63,749) (70,426) (3,665,356) (18,676,417)
Interest income................. 668,667 -- 4,513 (157,500)2(c) 515,680
Interest expense................ (153,929) -- -- -- (153,929)
------------ -------- -------- ----------- ------------
Net loss........................ (14,362,148) (63,749) (65,913) (3,822,856) (18,314,666)
Beneficial conversion feature of
Series D preferred stock...... (263,158) -- -- -- (263,158)
------------ -------- -------- ----------- ------------
Net loss applicable to common
stockholders.................. $(14,625,306) $(63,749) $(65,913) $(3,822,856) $(18,577,824)
============ ======== ======== =========== ============
Basic and diluted net loss per
share applicable to common
stockholders.................. $(2.58) $(3.25)
------- -------
------- -------
Weighted-average common shares
used in computing basic and
diluted net loss per share
applicable to common
stockholders.................. 5,678,081 5,723,863
============ ============
</TABLE>

F-23
<PAGE> 89

SILVERSTEAM SOFTWARE, INC.

UNAUDITED NOTES TO THE UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL INFORMATION

1. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS -- BALANCE SHEET

The pro forma adjustments to the unaudited pro forma condensed consolidated
balance sheet, assuming the acquisition occurred on September 30, 1999 are as
follows:

1(a) Adjustment to record the purchase price and intangible assets of
GemLogic and ObjectEra as follows:

<TABLE>
<S> <C>
Cash portion of ObjectEra purchase price.................... $ 4,200,000
Balance payable to ObjectEra................................ 3,900,000
-----------
Total purchase price for ObjectEra.......................... 8,100,000
Add: Fair value of ObjectEra estimated net liabilities as of
September 30, 1999........................................ (63,413)
-----------
Subtotal ObjectEra estimated goodwill....................... 8,163,413
Total purchase price for GemLogic based upon the fair value
of common stock issued.................................... 12,132,336
Less: In process research & development costs............... 1,986,659
Less: Fair value of GemLogic estimated net assets as of
September 30, 1999........................................ 16,251
-----------
Subtotal GemLogic estimated goodwill........................ 10,129,426
-----------
Estimated cost in excess of fair value of net assets
acquired (goodwill)....................................... $18,292,839
===========
</TABLE>

The Company has assumed the goodwill to have an estimated useful life of 5
years. The purchase price allocation and estimated useful life of goodwill is
preliminary and will be finalized upon an analysis by the Company of the
intangible assets acquired in connection with these acquisitions.

1(b) Adjustment to eliminate the equity and accumulated deficit of GemLogic
and ObjectEra in consolidation of $82,500 and $129,662 respectively
and adjustment to write off directly to accumulated deficit the in
process research and development of $1,986,659.

2. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS -- STATEMENT OF OPERATIONS

The pro forma adjustments to the unaudited pro forma condensed consolidated
statement of operations, assuming the acquisition occurred on January 1, 1999,
are as follows:

2(a) Adjustment to record 9 months of compensation charge for the issuance
of stock options below fair market value.

2(b) Adjustment to record 9 months of amortization associated with GemLogic
and ObjectEra intangible assets acquired.

2(c) Adjustment to reduce the interest income as a result of the payment of
$4,200,000 as if the transaction had occurred in January 1999.

For calculation of the net loss per share the Company has excluded shares
subject to repurchase by the Company from the calculation of loss per share
because all such securities are antidilutive for all periods presented. Shares
subject to repurchase by the Company will be included in the computation of
earnings per share when the Company's option to repurchase these shares expires.

F-24
<PAGE> 90

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<PAGE> 91

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<PAGE> 92

[LOGO][LOGO]
<PAGE> 93

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 the
underwriting discount, payable by the Registrant in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fees and the Nasdaq National Market listing
fee.

<TABLE>
<S> <C>
SEC registration fee........................................ $ 69,793
NASD filing fee............................................. 24,823
Nasdaq National Market listing fee.......................... 17,500
Printing and mailing expenses............................... 90,000
Legal fees and expenses..................................... 135,000
Accounting fees and expenses................................ 100,000
Blue Sky fees and expenses (including legal fees)........... 5,000
Transfer agent and registrar fees and expenses.............. 5,000
Miscellaneous............................................... 2,884
--------
Total............................................. $450,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article SEVENTH of the Registrant's Second Amended and Restated Certificate
of Incorporation (the "Restated Certificate") provides that no director of the
Registrant shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director notwithstanding any provision of law imposing such
liability, except to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.

Article EIGHTH of the Restated Certificate provides that a director or
officer of the Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant) brought against him
by virtue of his position as a director or officer of the Registrant 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 Registrant, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful and (b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant naming him as a
party by virtue of his position as a director or officer of the Registrant 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 Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless the Court of Chancery of
Delaware determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer in
advance of the final disposition of a legal proceeding, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.

Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether

II-1
<PAGE> 94

such person is entitled to indemnification. As a condition precedent to the
right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

Article EIGHTH of the Restated Certificate further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers, the Registrant must
indemnify those persons to the fullest extent permitted by such law as so
amended.

Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have 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, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify directors, officers and controlling
persons of the Company against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Act"). Reference is made to the
form of Underwriting Agreement to be filed as Exhibit 1.1 hereto.

The Registrant has obtained liability insurance for its officers and
directors.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since inception, the Registrant has issued the following securities that
were not registered under the Securities Act as summarized below.

(a) Issuances of capital stock.

1. On May 8, 1996, the Registrant issued and sold 1,000 shares of
its common stock for an aggregate purchase price of $10.00 to David R. Skok
in connection with the Registrant's incorporation.

2. On July 9, 1996, the Registrant issued and sold 1,122,000 shares
of its common stock for an aggregate purchase price of $1,122 to David R.
Skok pursuant to a Founders Stock Restriction Agreement.

3. On July 9, 1996, the Registrant issued and sold an aggregate of
2,670,000 shares of its series A preferred stock for an aggregate purchase
price of $2,670,000 to a group of investors pursuant to a Stock Purchase
Agreement.

4. On August 15, 1996, the Registrant issued and sold 83,050 shares
of its series A preferred stock to an individual pursuant to a Stock
Purchase Agreement in consideration of personnel placement services
rendered by the individual to the Registrant.

5. From August 16, 1996 to September 18, 1996, the Registrant issued
and sold an aggregate of 1,432,817 shares of its common stock for an
aggregate purchase price of approximately $1,433 to a group of employees
pursuant to Founders Stock Restriction Agreements.

6. On November 4, 1996, the Registrant issued and sold 1,123,000
shares of its common stock for an aggregate purchase price of $1,123 to
David A. Litwack pursuant to a Founders Stock Restriction Agreement.

II-2
<PAGE> 95

7. On November 4, 1996, the Registrant issued and sold 930,000
shares of its series A preferred stock for an aggregate purchase price of
$930,000 to David A. Litwack pursuant to a Stock Purchase Agreement.

8. On November 12, 1996, the Registrant issued and sold an aggregate
of 960,550 shares of its common stock for an aggregate purchase price of
$960.55 to a group of employees pursuant to Founders Stock Restriction
Agreements.

9. On April 11, 1997, the Registrant issued and sold an aggregate of
258,664 shares of its common stock for an aggregate purchase price of
approximately $5,173 to a group of employees pursuant to Founders Stock
Restriction Agreements.

10. On June 16, 1997, the Registrant issued and sold an aggregate of
1,484,056 shares of its series B preferred stock for an aggregate purchase
price of $7,910,018.48 to a group of investors pursuant to a Stock Purchase
Agreement.

11. From August 26, 1997 to September 3, 1997, the Registrant issued
and sold an aggregate of 230,000 shares of its common stock for an
aggregate purchase price of $115,000 to a group of employees pursuant to
Founders Stock Restriction Agreements.

12. On September 12, 1997, the Registrant issued and sold 16,882
shares of its series B preferred stock for an aggregate purchase price of
$89,981.06 to an individual pursuant to a Stock Purchase Agreement.

13. On November 2, 1997, the Registrant issued and sold 70,000 shares
of its common stock for an aggregate purchase price of $35,000 to an
employee pursuant to a Founders Stock Restriction Agreement.

14. On November 5, 1997, December 1, 1997 and January 16, 1998, the
Registrant issued and sold an aggregate of 48,000 shares of its common
stock to Intel Corporation pursuant to a Collaboration Agreement in
consideration of services rendered by Intel to the Registrant.

15. On November 6, 1997, the Registrant issued and sold an aggregate
of 1,722,588 shares of its series C preferred stock for an aggregate
purchase price of $15,124,322.64 to a group of investors pursuant to a
Stock Purchase Agreement.

16. On December 24, 1997, the Registrant issued and sold 5,695 shares
of its series C preferred stock for an aggregate purchase price of
$50,002.10 to an individual pursuant to a Stock Purchase Agreement.

17. On March 30, 1998, the Registrant issued and sold an aggregate of
194,305 shares of its series C preferred stock for an aggregate purchase
price of $1,705,997.90 to a group of investors pursuant to a Stock Purchase
Agreement.

18. On December 31, 1998, the Registrant issued and sold an aggregate
of 39,863 shares of its common stock to SilverStream Benelux N.V. in
consideration of fees for marketing services from SilverStream Benelux N.V.
to the Registrant.

19. On March 1, 1999, the Registrant issued and sold an aggregate of
1,313,158 shares of its series D preferred stock for an aggregate purchase
price of $12,475,001 to a group of investors pursuant to a Stock Purchase
Agreement.

20. On April 9, 1999, the Registrant issued and sold an aggregate of
55,263 shares of its series D preferred stock for an aggregate purchase
price of $524,998.50 to a group of investors pursuant to a Stock Purchase
Agreement.

21. On April 14, 1999, the Registrant issued and sold an aggregate of
78,948 shares of its series D preferred stock for an aggregate purchase
price of $750,006 to a group of investors pursuant to a Stock Purchase
Agreement.

II-3
<PAGE> 96

22. On May 27, 1999, the Registrant issued and sold 105,263 shares of
its series D preferred stock for an aggregate purchase price of $999,998.50
to an investor pursuant to a Stock Purchase Agreement.

23. On June 21, 1999, the Registrant issued and sold an aggregate of
15,000 shares of its common stock to the former shareholders of
SilverStream s.r.o. and SilverSolutions spol. s.r.o. in consideration of
all of the outstanding share capital of such companies.

24. On June 23, 1999, the Registrant issued and sold an aggregate of
54,500 shares of its common stock to the former shareholders of
SilverStream Norge AS in consideration of all of the outstanding share
capital of such company held by such shareholders and the cancellation of
certain debt payable by such company.

25. On July 23, 1999, the Registrant issued and sold an aggregate of
70,500 shares of its common stock to the former shareholders of
SilverStream France S.A. in consideration of all of the outstanding share
capital and subscription rights for share capital of such company held by
such shareholders and the assignment of certain debt payable by such
company.

26. On December 10, 1999, the Registrant issued and sold an aggregate
of 114,456 shares of its common stock to the former shareholders of
GemLogic, Inc. in consideration of all of the outstanding share capital and
subscription rights for share capital of such company held by such
shareholders.

(b) Certain grants and exercises of stock options.

1. From inception through November 30, 1999, the Registrant granted
stock options to purchase 1,939,650 shares of common stock at exercise
prices ranging from $.02 to $82.88 per share to employees, consultants and
directors pursuant to its 1997 Stock Incentive Plan.

2. From inception through November 30, 1999, the Registrant issued
and sold an aggregate of 183,840 shares of its common stock to employees,
consultants and directors for aggregate consideration of approximately
$268,535 pursuant to exercises of options granted under its 1997 Stock
Incentive Plan.

No underwriters were involved in any of the foregoing sales of securities.
Such sales were made in reliance upon an exemption from the registration
provisions of the Securities Act set forth in Section 4(2) thereof relative to
sales by an issuer not involving any public offering or the rules and
regulations thereunder, Regulation S relative to sales by an issuer outside the
United States, or, in the case of options to purchase common stock, Rule 701 of
the Securities Act. All of the foregoing securities are deemed restricted
securities for the purposes of the Securities Act.

II-4
<PAGE> 97

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- -----------
<C> <S>
1.1 Form of Underwriting Agreement
3.1* Second Amended and Restated Certificate of Incorporation of
the Registrant
3.2* Amended and Restated By-Laws of the Registrant
4.1** Specimen common stock certificate
4.2** Third Amended and Restated Investor Rights Agreement dated
March 1, 1999, as amended
5.1 Opinion of Hale and Dorr LLP
10.1** 1996 Founders Stock Incentive Plan
10.2** Amended and Restated 1997 Stock Incentive Plan, and forms of
agreements thereunder
10.3** Amended and Restated 1999 Employee Stock Purchase Plan
10.4** Form of Founders Stock Restriction Agreement
10.5** Sub-Sublease Agreement, dated February 14, 1997, between
Rational Software Corporation (as successor to SQA, Inc.)
and the Registrant
10.6** First Amendment to Sub-Sublease Agreement, dated April 1998
10.7** Term Loan Agreement and Commercial Promissory Note, dated
March 1, 1999, between Fleet National Bank and the
Registrant
10.8** Term Loan Agreement and Commercial Promissory Note, dated
August 11, 1997, between Fleet National Bank and the
Registrant
10.9** Term Loan Agreement and Commercial Promissory Note, dated
November 5, 1996 between Fleet National Bank and the
Registrant
10.10+** OEM Master License Agreement between RSA Data Security, Inc.
and the Registrant, dated as of September 30, 1997, as
amended
10.11+** Support Agreement between RSA Data Security, Inc. and the
Registrant, dated as of June 30, 1999
10.12** Form of VAR Business Partner Agreement
10.13** Form of ISV Business Partners Agreement
10.14** Form of Consulting Partner Agreement
10.15* Lease, dated November 9, 1999, between SilverStream
Software, Inc. and BCIA New England Holdings LLC
10.16*** Agreement and Plan of Merger, dated December 13, 1999, by
and among SilverStream Software, Inc., SilverStream
Acquisition Corporation and GemLogic, Inc.
10.17*** Stock Purchase Agreement, dated December 13, 1999, by and
among SilverStream Software, Inc., ObjectEra, Inc. and the
Stockholders of ObjectEra, Inc.
21.1* Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1* Powers of Attorney
27.1* Financial Data Schedule for the period ended December 31,
1996
27.2* Financial Data Schedule for the year ended December 31, 1997
27.3* Financial Data Schedule for the year ended December 31, 1998
27.4* Financial Data Schedule for the nine months September 30,
1998
27.5* Financial Data Schedule for the nine months September 30,
1999
</TABLE>

- ------------
* Previously filed.

II-5
<PAGE> 98

** Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-80553).

*** Incorporated herein by reference to the Registrant's Current Report on Form
8-K, dated December 13, 1999.

+ Confidential treatment requested for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act, which portions
are omitted and filed separately with the Securities and Exchange
Commission.

(b) Financial Statement:

Schedule II -- Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.

ITEM 17. UNDERTAKINGS.

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

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the registrant pursuant to the Delaware General
Corporation Law, the Restated Certificate of the registrant, the Underwriting
Agreement, 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 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 hereunder, the registrant
will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes that:

(1) For purpose of determining any liability under the 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 Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For purpose of determining any liability under the 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-6
<PAGE> 99

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Burlington,
Massachusetts, on this 25th day of January, 2000.

SILVERSTREAM SOFTWARE, INC.

By: /s/ CRAIG A. DYNES
------------------------------------
Craig A. Dynes
Vice President, Chief Financial
Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors January 25, 2000
- ---------------------------------------------
David R. Skok

* President, Chief Executive Officer January 25, 2000
- --------------------------------------------- and Director (Principal Executive
David A. Litwack Officer)

/s/ CRAIG A. DYNES Vice President, Chief Financial January 25, 2000
- --------------------------------------------- Officer and Treasurer (Principal
Craig A. Dynes Financial and Accounting Officer)

* Director January 25, 2000
- ---------------------------------------------
Timothy Barrows

* Director January 25, 2000
- ---------------------------------------------
Richard A. D'Amore

* Director January 25, 2000
- ---------------------------------------------
Paul J. Severino

*By: /s/ CRAIG A. DYNES
---------------------------------------
Craig A. Dynes
Attorney-in-Fact
</TABLE>

II-7
<PAGE> 100

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
SILVERSTREAM SOFTWARE, INC.

<TABLE>
<CAPTION>
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS AND OTHER AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
----------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
December 31, 1998 Allowances for Returns and
Doubtful Accounts.............................. $ 44,660 $218,614 $592,500 $379,781 $475,993
December 31, 1997 Allowances for Returns and
Doubtful Accounts.............................. $ -- $ 44,660 -- -- $ 44,660
December 31, 1996 Allowances for Returns and
Doubtful Accounts.............................. $ -- $ -- -- -- $ 0
</TABLE>

S-1
<PAGE> 101

EXHIBIT INDEX

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

* Previously filed.

** Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-80553).

*** Incorporated herein by reference to the Registrant's Current Report on Form
8-K, dated December 13, 1999.

<PAGE> 1
Exhibit 1.1

2,000,000 SHARES

SILVERSTREAM SOFTWARE, INC.

COMMON STOCK, $.001 PAR VALUE

UNDERWRITING AGREEMENT

JANUARY 2000
<PAGE> 2
January , 2000

Morgan Stanley & Co. Incorporated
FleetBoston Robertson Stephens Inc.
SG Cowen Securities Corporation
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:

SilverStream Software, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the several Underwriters named in Schedule II
hereto (the "UNDERWRITERS") an aggregate of 1,245,851 shares of Common Stock,
$.001 par value per share, of the Company (the "COMPANY FIRM SHARES"). Certain
founding shareholders of the Company (the "SELLING FOUNDER SHAREHOLDERS") named
in Schedule I hereto, certain non-founding management shareholders of the
Company (the "SELLING MANAGEMENT SHAREHOLDERS") named in Schedule I hereto and
certain other shareholders of the Company (the "SELLING NON-AFFILIATE
SHAREHOLDERS," and collectively with the Selling Founder Shareholders and the
Selling Management Shareholders, the "SELLING SHAREHOLDERS") named in Schedule I
hereto severally propose to sell to the several Underwriters an aggregate of
754,149 shares of Common Stock, $.001 par value per share, of the Company (the
"SELLING SHAREHOLDER FIRM SHARES," and collectively with the Company Firm
Shares, the "FIRM SHARES"), each Selling Shareholder selling the amount set
forth opposite such Selling Shareholder's name in Schedule I hereto.

The Company also proposes to issue and sell to the several Underwriters
not more than an additional 300,000 shares of its Common Stock, $.001 par value
per share (the "ADDITIONAL SHARES"), if and to the extent that you, as Managers
of the offering, shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such shares of common stock granted to the
Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "SHARES." The shares of Common
Stock, $.001 par value per share, of the Company to be outstanding after giving
effect to the sales contemplated hereby are hereinafter referred to as the
"COMMON STOCK." The Company and the Selling Shareholders are hereinafter
sometimes collectively referred to as the "SELLERS."

The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement, including a prospectus, relating to the
Shares. The registration statement as amended at the time it becomes effective,
including the information (if any) deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430A under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter
referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first
used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS".
If the Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the Securities
Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to
<PAGE> 3
the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462
Registration Statement.

1. Representations and Warranties of the Company. The Company
represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or, to
the Company's knowledge, threatened by the Commission.

(b) (i) The Registration Statement, when it became effective,
did not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; (ii) the Registration Statement and
the Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder; and
(iii) the Prospectus does not contain and, as amended or supplemented,
if applicable, will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, except that the representations and warranties set
forth in this paragraph do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information
relating to any Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use therein.

(c) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.

(d) Each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole; all of the issued shares of capital
stock of each subsidiary of the Company have been duly and validly
authorized and issued, are

-2-
<PAGE> 4
fully paid and non-assessable and, except for director qualifying
shares, are owned directly by the Company, free and clear of all
liens, encumbrances, equities or claims.

(e) This Agreement has been duly authorized, executed and
delivered by the Company.

(f) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.

(g) The shares of Common Stock (including the Shares to be
sold by the Selling Shareholders) outstanding prior to the issuance of
the Shares to be sold by the Company have been duly authorized and are
validly issued, fully paid and non-assessable.

(h) The Shares to be sold by the Company have been duly
authorized and, when issued and delivered in accordance with the terms
of this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to
any preemptive or similar rights.

(i) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement
will not contravene any provision of applicable law or the certificate
of incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Company or any subsidiary, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, except such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares.

(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this Agreement).

(k) There are no (i) legal or governmental proceedings pending
or, to the Company's knowledge, threatened to which the Company or any
of its subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus and are not
so described or (ii) statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

(l) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under

-3-
<PAGE> 5
the Securities Act, complied when so filed in all material respects
with the Securities Act and the applicable rules and regulations of
the Commission thereunder.

(m) The Company is not and, after giving effect to the
offering and sale of the Shares and the application of the proceeds
thereof as described in the Prospectus, will not be an "investment
company" as such term is defined in the Investment Company Act of 1940,
as amended.

(n) The Company and its subsidiaries (i) are in compliance
with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"); (ii) have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii)
are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with Environmental
Laws, failure to receive required permits, licenses or other approvals
or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries, taken as a
whole.

(o) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval,
any related constraints on operating activities and any potential
liabilities to third parties) which would, singly or in the aggregate,
have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

(p) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus (i) the
Company and its subsidiaries have not incurred any material liability
or obligation, direct or contingent, nor entered into any material
transaction not in the ordinary course of business; (ii) the Company
has not purchased any of its outstanding capital stock, nor declared,
paid or otherwise made any dividend or distribution of any kind on its
capital stock other than ordinary and customary dividends; and (iii)
there has not been any material change in the capital stock, short-term
debt or long-term debt of the Company and its subsidiaries, except in
each case as described in the Prospectus.

(q) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title
to all personal property owned by them which is material to the
business of the Company and its subsidiaries, in each case free and
clear of all liens, encumbrances and defects except such as are
described in the Prospectus or such as do not materially affect the
value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by
the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with

-4-
<PAGE> 6
such exceptions as are not material and do not interfere with the use
made and proposed to be made of such property and buildings by the
Company and its subsidiaries, in each case except as described in the
Prospectus.

(r) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, all material patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and
trade names currently employed by them in connection with the business
now operated by them, and neither the Company nor any of its
subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any of the foregoing
which, singly or in the aggregate, would be reasonably likely to have a
material adverse effect on the Company and its subsidiaries, taken as a
whole.

(s) No material labor dispute with the employees of the
Company or any of its subsidiaries exists, except as described in the
Prospectus, or, to the knowledge of the Company, is imminent; and the
Company is not aware of any existing, threatened or imminent labor
disturbance by the employees of any of its principal suppliers,
manufacturers or contractors that could have a material adverse effect
on the Company and its subsidiaries, taken as a whole.

(t) The Company and its subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks
and in such amounts as, in the Company's reasonable judgment, are
prudent and customary in the businesses in which they are engaged;
neither the Company nor any of its subsidiaries has been refused any
insurance coverage sought or applied for; and neither the Company nor
any of its subsidiaries has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole, except as described in the Prospectus.

(u) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct their respective
businesses other than those which, if not so possessed, would not have
a material adverse effect on the Company and its subsidiaries, taken as
a whole, and neither the Company nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit which,
singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a material adverse effect on the Company
and its subsidiaries, taken as a whole, except as described the
Prospectus.

(v) The Company and each of its subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with
management's general or specific authorizations; (ii)

-5-
<PAGE> 7
transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.

(w) The accountants who have certified or shall certify the
financial statements filed or to be filed with the Commission as part
of the Registration Statement and the Prospectus are independent
accountants as required by the Securities Act. The consolidated
financial statements of the Company and its subsidiaries (together with
the related notes thereto) included in the Registration Statement
present fairly the financial position and results of operations of the
Company and its subsidiaries at the respective dates and for the
respective periods to which they apply, subject to normal year-end
adjustments. Such financial statements have been prepared in accordance
with generally accepted accounting principles consistently applied
throughout the periods involved except as otherwise stated therein.

(x) The Shares have been approved for listing on the Nasdaq
National Market, subject to official notice of issuance.

(y) There are no contracts, agreements or understandings
between the Company and any person granting such person the right to
require the Company to file a registration statement under the
Securities Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares
registered pursuant to the Registration Statement, other than the Third
Amended and Restated Investor Rights Agreement dated March 1, 1999, as
amended, for which an appropriate waiver has been obtained.

(z) The Company has complied with all provisions of Section
517.075, Florida Statutes relating to doing business with the
Government of Cuba or with any person or affiliate located in Cuba.

(aa) The Company has reviewed its operations and that of its
subsidiaries to evaluate the extent to which the business or operations
of the Company or any of its subsidiaries will be affected by the Year
2000 Problem (that is, any significant risk that computer hardware or
software applications used by the Company and its subsidiaries will
not, in the case of dates or time periods occurring after December 31,
1999, function at least as effectively as in the case of dates or time
periods occurring prior to January 1, 2000); as a result of such
review, (i) the Company has no reason to believe, and does not believe,
that (A) there are any issues related to the Company's preparedness to
address the Year 2000 Problem that are of a character required to be
described or referred to in the Registration Statement or Prospectus
which have not been accurately described in the Registration Statement
or Prospectus and (B) the Year 2000 Problem will have a material
adverse effect on the condition, financial or otherwise, or on the
earnings, business or

-6-
<PAGE> 8
operations of the Company and its subsidiaries, taken as a whole, or
result in any material loss or interference with the business or
operations of the Company and its subsidiaries, taken as a whole, and
(ii) the Company reasonably believes, after due inquiry, that the
suppliers, vendors, customers or other material third parties used or
served by the Company and such subsidiaries are addressing or will
address the Year 2000 Problem in a timely manner, except to the
extent that a failure to address the Year 2000 Problem by any
supplier, vendor, customer or material third party would not have a
material adverse effect on the condition, financial or otherwise, or
on the earnings, business or operations of the Company and its
subsidiaries, taken as a whole.

2. Representations and Warranties of the Selling Shareholders.

(a) Each of the Selling Shareholders, severally and not
jointly, represents and warrants to and agrees with each of the
Underwriters that:

(i) This Agreement has been duly authorized, executed and
delivered by or on behalf of such Selling Shareholder.

(ii) The execution and delivery by such Selling
Shareholder of, and the performance by such Selling
Shareholder of its obligations under, this Agreement, the
Custody Agreement signed by such Selling Shareholder and the
Company, as Custodian, relating to the deposit of the Shares
to be sold by such Selling Shareholder (the "CUSTODY
AGREEMENT") and the Power of Attorney appointing certain
individuals as such Selling Shareholder's attorneys-in-fact to
the extent set forth therein, relating to the transactions
contemplated hereby and by the Registration Statement (the
"POWER OF ATTORNEY"), will not contravene any provision of
applicable law, or the certificate of incorporation (or
similar charter) or by-laws of such Selling Shareholder (if
such Selling Shareholder is a corporation), or any agreement
or other instrument binding upon such Selling Shareholder or
any judgment, order or decree of any governmental body, agency
or court having jurisdiction over such Selling Shareholder,
and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is
required for the performance by such Selling Shareholder of
its obligations under this Agreement or the Custody Agreement
or Power of Attorney of such Selling Shareholder, except such
as may be required by the securities or Blue Sky laws of the
various states in connection with the offer and sale of the
Shares.

(iii) Such Selling Shareholder has, and on the Closing
Date will have, valid title to the Shares to be sold by such
Selling Shareholder and the legal right and power, and all
authorization and approval required by law, to enter into this
Agreement, the Custody Agreement and the Power of Attorney and
to sell, transfer and deliver the Shares to be sold by such
Selling Shareholder.

-7-
<PAGE> 9
(iv) The Custody Agreement and the Power of Attorney
have been duly authorized, executed and delivered by such
Selling Shareholder and are valid and binding agreements of
such Selling Shareholder.

(v) Delivery of the Shares to be sold by such Selling
Shareholder pursuant to this Agreement will pass title to such
Shares free and clear of any security interests, claims,
liens, equities and other encumbrances.

(b) Each of the Selling Founder Shareholders, severally and
not jointly, represents and warrants to and agrees with each of the
Underwriters that: (i) the Registration Statement, when it became
effective, did not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) the
Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with
the Securities Act and the applicable rules and regulations of the
Commission thereunder and (iii) the Prospectus does not contain and, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that the representations
and warranties set forth in this paragraph 2(b) do not apply to
statements or omissions in the Registration Statement or the Prospectus
based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use
therein.

(c) Each of the Selling Management Shareholders, severally and
not jointly, represents and warrants to and agrees with each of the
Underwriters that such Selling Management Shareholder has reviewed and
is familiar with the Registration Statement and the Prospectus (or, if
the Prospectus is not in existence, the most recent preliminary
prospectus) and, to the knowledge of such Selling Management
Shareholder without independent investigation or verification: (i) The
Registration Statement, when it became effective, did not contain and,
as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, (ii) the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will comply in all
material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iii) the Prospectus does
not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this paragraph
2(c) do not apply to statements or omissions in the Registration
Statement or the Prospectus based upon information relating to any
Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein.

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<PAGE> 10
(d) Each of the Selling Non-Affiliate Shareholders, severally
and not jointly, represents and warrants to and agrees with each of the
Underwriters that: (i) the Registration Statement, when it became
effective, did not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) the
Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with
the Securities Act and the applicable rules and regulations of the
Commission thereunder and (iii) the Prospectus does not contain and, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that the representations
and warranties set forth in this paragraph 2(d) shall apply only to
statements or omissions in the Registration Statement or the Prospectus
based upon information relating to such Selling Non-Affiliate
Shareholder furnished to the Company in writing by or on behalf of such
Selling Non-Affiliate Shareholder expressly for use therein.

3. Agreements to Sell and Purchase. The Company and each Selling
Shareholder hereby agree, severally and not jointly, to sell to the several
Underwriters the Firm Shares in the respective amounts set forth in Schedule I
hereto, and each Underwriter, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
agrees, severally and not jointly, to purchase from the Company and the Selling
Shareholders the respective numbers of Firm Shares set forth in Schedule II
hereto opposite its name at $_____ a share (the "PURCHASE PRICE").

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell to the Underwriters the Additional Shares, and the Underwriters shall
have a one-time right to purchase, severally and not jointly, up to 300,000
Additional Shares at the Purchase Price. If you, on behalf of the Underwriters,
elect to exercise such option, you shall so notify the Company in writing not
later than 30 days after the date of this Agreement, which notice shall specify
the number of Additional Shares to be purchased by the Underwriters and the date
on which such shares are to be purchased. Such date may be the same as the
Closing Date (as defined below) but not earlier than the Closing Date nor later
than ten business days after the date of such notice. Additional Shares may be
purchased as provided in Section 5 hereof solely for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each Underwriter agrees, severally and
not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as you may determine) that bears the
same proportion to the total number of Additional Shares to be purchased as the
number of Firm Shares set forth in Schedule II hereto opposite the name of such
Underwriter bears to the total number of Firm Shares.

The Company hereby agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not, during the period
ending 90 days after the date of the

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<PAGE> 11
Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) the Shares to be sold hereunder, (B) the
issuance by the Company of shares of Common Stock upon the exercise of an option
or warrant or the conversion of a security outstanding on the date hereof that
is described in the Prospectus or of which the Underwriters have been advised in
writing or (C) the issuance by the Company of shares of Common Stock or options
to purchase shares of Common Stock issued pursuant to the Company's stock plans
as described in the Prospectus. The Company agrees that, without the prior
written consent of Morgan Stanley, it will not, during the period ending 90 days
after the date of the Prospectus, file or cause to become effective any
registration statement relating to any securities of the Company, including a
registration statement registering shares under any of the Company's stock plans
or other employee benefit plans.

Each Selling Shareholder hereby agrees to execute and deliver on or
before the Closing Date a "lock-up" agreement substantially in the form of
Exhibit A hereto. In addition, each Selling Shareholder agrees that, without the
prior written consent of Morgan Stanley on behalf of the Underwriters, it will
not, during the period ending 90 days after the date of the Prospectus, make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock.

4. Terms of Public Offering. The Sellers are advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Sellers are further
advised by you that the Shares are to be offered to the public initially at
$______ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by
you at a price that represents a concession not in excess of $_____ a share
under the Public Offering Price, and that any Underwriter may allow, and such
dealers may reallow, a concession, not in excess of $_____ a share, to any
Underwriter or to certain other dealers.

5. Payment and Delivery. Payment for the Firm Shares shall be made to
the Sellers in Federal or other funds immediately available in New York City
against delivery of such Firm Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on ________ __, 2000 or at such
other time on the same or such other date, not later than _________ __, 2000 as
shall be designated in writing by you. The time and date of such payment are
hereinafter referred to as the "CLOSING DATE." The closing of the offering and
sale of the Firm Shares will be held at the offices of Hale and Dorr LLP, 60
State Street, Boston, Massachusetts.

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<PAGE> 12
Payment for any Additional Shares shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Additional Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on the date specified in the
notice described in Section 3 or at such other time on the same or on such other
date, in any event not later than ___________ __, 2000 as shall be designated in
writing by you. The time and date of such payment are hereinafter referred to as
the "OPTION CLOSING DATE". The closing of the offering and sale of the
Additional Shares will be held at the offices of Hale and Dorr LLP, 60 State
Street, Boston, Massachusetts.

Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.

6. Conditions to the Underwriters' Obligations. The obligations of the
Sellers to sell the Shares to the Underwriters and the several obligations of
the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than 4:30 p.m. (New York City time) on the date hereof.

The several obligations of the Underwriters are subject to the
following further conditions:

(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date:

(i) if any of the Company's securities are rated by
any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under
the Securities Act, there shall not have occurred any
downgrading, nor shall any notice have been given of any
intended or potential downgrading or of any review for a
possible change that does not indicate the direction of the
possible change, in the rating accorded any such securities;
and

(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a
whole, from that set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of
this Agreement) that, in your judgment, is material and
adverse and that makes it, in your judgment, impracticable to
market the Shares on the terms and in the manner contemplated
in the Prospectus.

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<PAGE> 13
(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer
of the Company, to the effect set forth in Section 6(a)(i) above and to
the effect that the representations and warranties of the Company
contained in this Agreement are true and correct as of the Closing Date
and that the Company has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or
satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely
upon the best of his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date
an opinion of Hale and Dorr LLP, outside counsel for the Company, dated
the Closing Date, to the effect that:

(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority
to own its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good
standing in the Commonwealth of Massachusetts, the State of California,
the State of Georgia, the State of Illinois, the State of Kentucky, the
State of Maryland, the State of Michigan, the State of Minnesota, the
State of New Jersey, the State of New York, the State of Ohio, the
Commonwealth of Pennsylvania, the State of Texas and the State of
Virginia, which to such counsel's knowledge are the only jurisdictions
in which the Company owns or leases real property in the United States;

(ii) to such counsel's knowledge, the Company has no
subsidiaries except as set forth on Exhibit 21.1 of the Registration
Statement, and each domestic subsidiary of the Company listed on Exhibit
21.1 of the Registration Statement has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, and has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus;

(iii) the authorized capital stock of the Company conforms
as to legal matters to the description thereof contained in the
Prospectus and the Shares have been duly authorized for quotation on the
Nasdaq National Market;

(iv) the shares of Common Stock (including the Shares to
be sold by the Selling Shareholders) outstanding prior to the issuance
of the Shares to be sold by the Company have been duly authorized and
are validly issued, fully paid and non-assessable;

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<PAGE> 14
(v) all of the issued shares of capital stock of each
domestic subsidiary of the Company listed on Exhibit 21.1 of the
Registration Statement have been duly authorized and validly issued, are
fully paid and non-assessable and are owned of record directly by the
Company, and none of the documents filed as an exhibit to the
Registration Statement or that are listed on a schedule to be provided
by or on behalf of the Underwriters create any liens, encumbrances,
equities or claims on any such shares;

(vi) the Shares to be sold by the Company have been duly
authorized and, when issued and delivered and paid for by the
Underwriters in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive rights under the Delaware
General Corporation Law, statute, the certificate of incorporation or
by-laws of the Company or, to such counsel's knowledge, similar rights
granted by contract;

(vii) this Agreement has been duly authorized, executed
and delivered by the Company;

(viii) the execution and delivery by the Company of, and
the performance by the Company of its obligations under, this Agreement
will not contravene any provision of applicable law or the certificate
of incorporation or by-laws of the Company or, to such counsel's
knowledge, any agreement or other instrument binding upon the Company or
any of its subsidiaries that has been filed as an exhibit to the
Registration Statement, or, to such counsel's knowledge, any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, except such as may have
been obtained or made under the Securities Act and such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares;

(ix) to such counsel's knowledge, (i) no shares of Common
Stock are required pursuant to any agreement or other right to be
registered under the Registration Statement, and (ii) no person has the
right to require such registration, except such rights that have either
been satisfied or validly waived;

(x) the statements (1) in the Prospectus under the
captions "Description of Capital Stock," "Shares Eligible For Future
Sale," and the first, second, fourth, fifth, seventh, ninth, and tenth
paragraphs under "Underwriters" and (2) in the Registration Statement in
Items 14 and 15, in each case insofar as such statements constitute
summaries of the legal matters, documents or proceedings referred to
therein, fairly present the information required with

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<PAGE> 15
respect to such legal matters, documents and proceedings and
fairly summarize in all material respects the matters required
to be disclosed therein;

(xi) such counsel does not know of any legal or
governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is a party or to which any
of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration
Statement or the Prospectus and are not so described or of any
statutes, regulations, contracts or other documents that are
required by the Securities Act or by the rules and regulations
thereunder to be described in the Registration Statement or
the Prospectus or to be filed as exhibits to the Registration
Statement that are not described or filed as required;

(xii) the Company is not and, after giving effect to
the offering and sale of the Shares and the application of the
proceeds thereof as described in the Prospectus, will not be
an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended;

(xiii) such counsel (1) is of the opinion that the
Registration Statement and Prospectus (except for financial
statements and schedules and other financial and statistical
data included therein as to which such counsel need not
express any opinion) comply as to form in all material
respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder; (2) shall state that
nothing has come to the attention of such counsel that would
cause such counsel to believe that (except for financial
statements and schedules and other financial and statistical
data as to which such counsel need not express any belief) the
Registration Statement and the prospectus included therein at
the time the Registration Statement became effective contained
any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading; and (3) shall
state that nothing has come to the attention of such counsel
that would cause such counsel to believe that (except for
financial statements and schedules and other financial and
statistical data as to which such counsel need not express any
belief) the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(d) The Underwriters shall have received on the Closing Date
an opinion of Peeters & Partners, Belgium counsel for the Company,
dated the Closing Date, to the effect that:

(i) SilverStream Software BVBA/SPRL (the "Belgium
Subsidiary") has been duly incorporated, is validly existing
as a corporation under the laws of Belgium, has the corporate
power and authority to own its property and to conduct its
business as now conducted and is duly qualified to transact
business and is in

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<PAGE> 16
good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a
whole;

(ii) all of the issued shares of capital stock of the
Belgium Subsidiary have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned
directly by the Company, free and clear of all liens,
encumbrances, equities or claims, and there are no options,
warrants or rights to purchase, or other agreements or
obligations to issue, or rights to convert any obligation into
any shares of capital stock or ownership interest in the
Belgium Subsidiary; and

(iii) after due inquiry, such counsel does not know of
any legal or governmental proceedings pending or threatened to
which the Belgium Subsidiary is a party or to which any of the
properties of the Belgium Subsidiary is subject.

(e) The Underwriters shall have received on the Closing Date
an opinion of Brobeck Hale and Dorr, United Kingdom counsel for the
Company, dated the Closing Date, to the effect that:

(i) SilverStream Software Limited (the "United Kingdom
Subsidiary") has been duly incorporated, is validly existing
as a corporation under the laws of United Kingdom, has the
corporate power and authority to own its property and to
conduct its business as now conducted and is duly qualified to
transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole;

(ii) all of the issued shares of capital stock of the
United Kingdom Subsidiary have been duly and validly
authorized and issued, are fully paid and non-assessable and
are owned directly by the Company, free and clear of all
liens, encumbrances, equities or claims, and there are no
options, warrants or rights to purchase, or other agreements
or obligations to issue, or rights to convert any obligation
into any shares of capital stock or ownership interest in the
United Kingdom Subsidiary; and

(iii) after due inquiry, such counsel does not know of
any legal or governmental proceedings pending or threatened to
which the United Kingdom Subsidiary is a party or to which any
of the properties of the United Kingdom Subsidiary is subject.

(f) The Underwriters shall have received on the Closing Date
an opinion of Hale and Dorr LLP, counsel for each of the Selling
Shareholders who are natural persons, dated the Closing Date, and an
opinion of counsel (satisfactory to your counsel) for each

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<PAGE> 17
of the Selling Shareholders who are not natural persons, each dated the
Closing Date, to the effect that:

(i) this Agreement has been duly authorized, executed
and delivered by or on behalf of each of the Selling
Shareholders;

(ii) the execution and delivery by each Selling
Shareholder of, and the performance by such Selling
Shareholder of its obligations under, this Agreement and the
Custody Agreement and Powers of Attorney of such Selling
Shareholder will not contravene any provision of applicable
law, or the certificate of incorporation or by-laws of such
Selling Shareholder (if such Selling Shareholder is a
corporation), or, to the best of such counsel's knowledge, any
agreement or other instrument binding upon such Selling
Shareholder or, to the best of such counsel's knowledge, any
judgment, order or decree of any governmental body, agency or
court having jurisdiction over such Selling Shareholder, and
no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is
required for the performance by such Selling Shareholder of
its obligations under this Agreement or the Custody Agreement
or Power of Attorney of such Selling Shareholder, except such
as have been obtained or made under the Securities Act and
such as may be required by the securities or Blue Sky laws of
the various states in connection with offer and sale of the
Shares;

(iii) each of the Selling Shareholders has sole and
exclusive rights and interests in and to the Shares to be sold
by such Selling Shareholder and the legal right and power, and
all authorization and approval required by law, to enter into
this Agreement and the Custody Agreement and Power of Attorney
of such Selling Shareholder and to sell, transfer and deliver
the Shares to be sold by such Selling Shareholder;

(iv) the Custody Agreement and the Power of Attorney of
each Selling Shareholder have been duly authorized, executed
and delivered by such Selling Shareholder and are valid and
binding agreements of such Selling Shareholder; and

(v) upon the Underwriters obtaining control of the
Shares to be sold by the Selling Shareholders, and assuming
the Underwriters acquired such Shares for value and without
notice of any adverse claim to such Shares within the meaning
of Section 8-102 of the Uniform Commercial Code as in effect
in The Commonwealth of Massachusetts, the Underwriters will
have acquired all rights of the Selling Shareholders in such
Shares free of any adverse claim, any lien in favor of the
Company and any restrictions on transfer imposed by the
Company.

(g) The Underwriters shall have received on the Closing Date
an opinion of Testa, Hurwitz & Thibeault, LLP, counsel for the
Underwriters, dated the Closing Date, covering the matters referred to
in Sections 6(c)(vi), 6(c)(vii), 6(c)(x) (but only as to the

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<PAGE> 18
statements in the Prospectus under "Description of Capital Stock" and
"Underwriters") and 6(c)(xiii) above.

With respect to Section 6(c)(xiii) above, Hale and Dorr LLP
and Testa, Hurwitz & Thibeault, LLP may state that their opinion and
belief are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements
thereto and review and discussion of the contents thereof, but are
without independent check or verification, except as specified. With
respect to Section 6(f) above, Hale and Dorr LLP may rely upon an
opinion or opinions of counsel for any Selling Shareholders and, with
respect to factual matters and to the extent such counsel deems
appropriate, upon the representations of each Selling Shareholder
contained herein and in the Custody Agreement and Power of Attorney of
such Selling Shareholder and in other documents and instruments;
provided that (i) each such counsel for the Selling Shareholders is
satisfactory to your counsel, (ii) a copy of each opinion so relied
upon is delivered to you and is in form and substance satisfactory to
your counsel, (iii) copies of such Custody Agreements and Powers of
Attorney and of any such other documents and instruments shall be
delivered to you and shall be in form and substance satisfactory to
your counsel and (iv) Hale and Dorr LLP shall state in their opinion
that they are justified in relying on each such other opinion.

The opinions of Hale and Dorr LLP, Peeters & Partners, Brobeck
Hale and Dorr and such other counsel described in Sections 6(c), 6(d),
6(e) and 6(f) above (and any opinions of counsel for any Selling
Shareholder referred to in the immediately preceding paragraph) shall
be rendered to the Underwriters at the request of the Company or one or
more of the Selling Shareholders, as the case may be, and shall so
state therein.

(h) The Underwriters shall have received, on each of the date
hereof and the Closing Date, a letter dated the date hereof or the
Closing Date, as the case may be, in form and substance satisfactory to
the Underwriters, from Ernst & Young LLP, independent public
accountants, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus;
provided that the letter delivered on the Closing Date shall use a
"cut-off date" not earlier than the date hereof.

(i) The "lock-up" agreements, each substantially in the form
of Exhibit A hereto, between you and certain shareholders, officers and
directors of the Company relating to sales and certain other
dispositions of shares of Common Stock or certain other securities,
delivered to you on or before the date hereof, shall be in full force
and effect on the Closing Date.

The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the delivery to you on the Option Closing Date
of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and

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<PAGE> 19
issuance of the Additional Shares and other matters related to the issuance of
the Additional Shares.

7. Covenants of the Company. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

(a) To furnish to you, without charge, four signed copies of
the Registration Statement (including exhibits thereto) and for
delivery to each other Underwriter a conformed copy of the Registration
Statement (without exhibits thereto) and to furnish to you in New York
City, without charge, prior to 10:00 a.m. New York City time on the
business day next succeeding the date of this Agreement and during the
period mentioned in Section 7(c) below, as many copies of the
Prospectus and any supplements and amendments thereto or to the
Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish to you a copy of each such
proposed amendment or supplement and not to file any such proposed
amendment or supplement to which you reasonably object, and to file
with the Commission within the applicable period specified in Rule
424(b) under the Securities Act any prospectus required to be filed
pursuant to such Rule.

(c) If, during such period after the first date of the public
offering of the Shares as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall
occur or condition exist as a result of which it is necessary to amend
or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if, in the opinion of counsel for the
Underwriters, it is necessary to amend or supplement the Prospectus to
comply with applicable law, forthwith to prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to
the dealers (whose names and addresses you will furnish to the Company)
to which Shares may have been sold by you on behalf of the Underwriters
and to any other dealers upon request, either amendments or supplements
to the Prospectus so that the statements in the Prospectus as so
amended or supplemented will not, in the light of the circumstances
when the Prospectus is delivered to a purchaser, be misleading or so
that the Prospectus, as amended or supplemented, will comply with law.

(d) To endeavor to qualify the Shares for offer and sale under
the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request.

(e) To make generally available to the Company's security
holders and to you as soon as practicable an earnings statement
covering the twelve-month period ending March 31, 2000 that satisfies
the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder.

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<PAGE> 20
8. Expenses. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Sellers agree to
pay or cause to be paid all expenses incident to the performance of their
obligations under this Agreement, and that (a) the Company shall pay: (1) the
fees, disbursements and expenses of the Company's counsel and the Company's
accountants in connection with the registration and delivery of the Shares under
the Securities Act and all other fees or expenses in connection with the
preparation and filing of the Registration Statement, any preliminary
prospectus, the Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated therewith, and the mailing
and delivering of copies thereof to the Underwriters and dealers, in the
quantities hereinabove specified; (2) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon; (3) the cost of printing or producing any Blue
Sky or Legal Investment memorandum in connection with the offer and sale of the
Shares under state securities laws and all expenses in connection with the
qualification of the Shares for offer and sale under state securities laws as
provided in Section 6(d) hereof, including filing fees and the reasonable fees
and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky or Legal Investment
memorandum; (4) all filing fees and the reasonable fees and disbursements of
counsel to the Underwriters incurred in connection with the review and
qualification of the offering of the Shares by the National Association of
Securities Dealers, Inc.; (5) all costs and expenses incident to listing the
Shares on the Nasdaq National Market; (6) the cost of printing certificates
representing the Shares; (7) the costs and charges of any transfer agent,
registrar or depositary; (8) the costs and expenses of the Company relating to
investor presentations on any "road show" undertaken in connection with the
marketing of the offering of the Shares, including, without limitation, expenses
associated with the production of road show slides and graphics, fees and
expenses of any consultants engaged in connection with the road show
presentations with the prior approval of the Company, travel and lodging
expenses of the representatives and officers of the Company and any such
consultants, and the cost of any aircraft chartered in connection with the road
show; and (9) all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made
in this Section; and (b) each Selling Shareholder shall pay or cause to be paid
all costs and expenses incident to the performance of such Selling Shareholder's
obligations under this Agreement which are not otherwise specifically provided
for in this Section 8, including (i) any fees and expenses of counsel for such
Selling Shareholder, (ii) such Selling Shareholder's pro rata share of the fees
and expenses of the Attorneys-in-Fact and the Custodian; and (iii) all costs and
expenses related to the transfer, sale and delivery of the Shares to be sold by
such Selling Shareholder to the Underwriters, including any transfer or other
taxes payable thereon. It is understood, however, that except as provided in
this Section, Section 9 entitled "Indemnity and Contribution," and the last
paragraph of Section 11 below, the Underwriters will pay all of their costs and
expenses, including fees and disbursements of their counsel, stock transfer
taxes payable on resale of any of the Shares by them and any advertising
expenses connected with any offers they may make.

The provisions of this Section shall not supersede or otherwise affect
any agreement that the Sellers may otherwise have for the allocation of such
expenses among themselves.

9. Indemnity and Contribution.

- 19 -
<PAGE> 21
(a) The Company, the Selling Founder Shareholders and the
Selling Management Shareholders, jointly and severally, agree to
indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of either Section 15 of
the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), from and against any and all
losses, claims, damages and liabilities (including, without limitation,
any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based
upon information relating to any Underwriter furnished to the Company
in writing by such Underwriter through you expressly for use therein;
provided, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims,
damages or liabilities purchased Shares, or any person controlling such
Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person, if required by law so to have been
delivered, at or prior to the written confirmation of the sale of the
Shares to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses,
claims, damages or liabilities, unless such failure is the result of
noncompliance by the Company with Section 7(a) hereof. Notwithstanding
anything contained herein to the contrary, the aggregate liability of
any Selling Shareholder under this Section 9(a) shall be limited to the
aggregate net proceeds actually received from the sale of Shares by
such Selling Shareholder hereunder.

(b) The Selling Non-Affiliate Shareholders, severally and not
jointly, agree to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act , from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
any amendment thereof, any preliminary prospectus or the Prospectus (as
amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but
only with respect to information relating to such Selling Non-Affiliate
Shareholder furnished in writing by or on behalf of such Selling
Non-Affiliate Shareholder expressly for use in the Registration
Statement, any

- 20 -
<PAGE> 22
preliminary prospectus, the Prospectus or any amendments or supplements
thereto; provided, however, that the foregoing indemnity agreement with
respect to any preliminary prospectus shall not inure to the benefit of
any Underwriter from whom the person asserting any such losses, claims,
damages or liabilities purchased Shares, or any person controlling such
Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person, if required by law so to have been
delivered, at or prior to the written confirmation of the sale of the
Shares to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses,
claims, damages or liabilities, unless such failure is the result of
noncompliance by the Company with Section 7(a) hereof. Notwithstanding
anything contained herein to the contrary, the aggregate liability of
each Selling Non-Affiliate Shareholder under this Section 9(b) shall be
limited to the aggregate net proceeds actually received from the sale
of Shares by such Selling Non-Affiliate Shareholder hereunder.

(c) Each Selling Shareholder agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement and each person, if any,
who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim)
caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only with
reference to information relating to such Selling Shareholder furnished
in writing by or on behalf of such Selling Shareholder expressly for
use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto; provided, however,
that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter from whom
the person asserting any such losses, claims, damages or liabilities
purchased Shares, or any person controlling such Underwriter, if a copy
of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such Underwriter to such person, if required
by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such losses, claims, damages or liabilities, unless such
failure is the result of noncompliance by the Company with Section 7(a)
hereof. Notwithstanding anything contained herein to the contrary, the
aggregate liability of each Selling Shareholder under this Section 9(b)
shall be limited to the aggregate net proceeds actually received from
the sale of Shares by such Selling Shareholder hereunder.

- 21 -
<PAGE> 23
(d) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Selling Shareholders, the
directors of the Company, the officers of the Company who sign the
Registration Statement and each person, if any, who controls the
Company or any Selling Shareholder within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnities from the Company and each Selling
Shareholder to such Underwriter, but only with reference to information
relating to such Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus or any amendments
or supplements thereto.

(e) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to Section 9(a), 9(b), 9(c) or
9(d), such person (the "INDEMNIFIED PARTY") shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING
PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (1) the fees and
expenses of more than one separate firm (in addition to any local
counsel) for all Underwriters and all persons, if any, who control any
Underwriter within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, (2) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the
Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the
meaning of either such Section and (3) the fees and expenses of more
than one separate firm (in addition to any local counsel) for all
Selling Shareholders and all persons, if any, who control any Selling
Shareholder within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred. In the
case of any such separate firm for the Underwriters and such control
persons of any Underwriters, such firm shall be designated in writing
by Morgan Stanley. In the case of any such separate firm for the
Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company. In
the case of any such separate firm for the Selling Shareholders and
such control persons of any Selling Shareholders, such firm shall be
designated in writing by the Selling Shareholders. The indemnifying
party shall not be liable for any settlement of any proceeding effected
without its written

- 22 -
<PAGE> 24
consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party from and against any loss or liability by reason
of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which
any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such
proceeding.

(f) To the extent the indemnification provided for in Section
9(a), 9(b), 9(c) or 9(d) is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received
by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand from the offering of the
Shares or (ii) if the allocation provided by clause 9(f)(i) above is
not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 9(f)(i)
above but also the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by
the Sellers on the one hand and the Underwriters on the other hand in
connection with the offering of the Shares shall be deemed to be in the
same respective proportions as the net proceeds from the offering of
the Shares (before deducting expenses) received by each Seller and the
total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of
the Prospectus, bear to the aggregate Public Offering Price of the
Shares. The relative fault of the Sellers on the one hand and the
Underwriters on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Sellers or by the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute
pursuant to this Section 9 are several in proportion to the respective
number of Shares they have purchased hereunder, and not joint.

(g) The Sellers and the Underwriters agree that it would not
be just or equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations
referred to in Section 9(f). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any
legal or other

- 23 -
<PAGE> 25
expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, no Underwriter shall
be required to contribute any amount in excess of the amount by which
the total price at which the Shares underwritten by it and distributed
to the public were offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section
9 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in
equity.

(h) The indemnity and contribution provisions contained in
this Section 9 and the representations, warranties and other statements
of the Company and the Selling Shareholders contained in this Agreement
shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on
behalf of any Underwriter or any person controlling any Underwriter,
any Selling Shareholder or any person controlling any Selling
Shareholder, or the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of
the Shares.

10. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses 10(a)(i) through 10(a)(iv), such event, singly
or together with any other such event, makes it, in your judgment, impracticable
to market the Shares on the terms and in the manner contemplated in the
Prospectus.

11. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Shares that
it has or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm Shares set forth
opposite their

- 24 -
<PAGE> 26
respective names in Schedule II bears to the aggregate number of Firm Shares set
forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as you may specify, to purchase the Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided that in no event shall the number of Shares that any
Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 11 by an amount in excess of one-ninth of such number
of Shares without the written consent of such Underwriter. If, on the Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm
Shares and the aggregate number of Firm Shares with respect to which such
default occurs is more than one-tenth of the aggregate number of Firm Shares to
be purchased, and arrangements satisfactory to you, the Company and the Selling
Shareholders for the purchase of such Firm Shares are not made within 36 hours
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter, the Company or the Selling Shareholders. In
any such case either you or the relevant Sellers shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and in the
Prospectus or in any other documents or arrangements may be effected. If, on the
Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate
number of Additional Shares to be purchased, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase
Additional Shares or (ii) purchase not less than the number of Additional Shares
that such non-defaulting Underwriters would have been obligated to purchase in
the absence of such default. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of any Seller to comply with
the terms or to fulfill any of the conditions of this Agreement, or if for any
reason any Seller shall be unable to perform its obligations under this
Agreement, the Sellers will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

11. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

12. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

13. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

- 25 -
<PAGE> 27
Very truly yours,

SILVERSTREAM SOFTWARE, INC.

By:____________________________
Name:
Title:

The Selling Shareholders named in Schedule I
hereto, acting severally

By:_____________________________
Name:
Attorney-in-Fact

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
FleetBoston Robertson Stephens Inc.
SG Cowen Securities Corporation

Acting severally on behalf
of themselves and the
several Underwriters named
in Schedule II hereto.

By: Morgan Stanley & Co. Incorporated

By:__________________________
Name:
Title:

- 26 -
<PAGE> 28
SCHEDULE I

<TABLE>
<CAPTION>
NUMBER OF FIRM
SHARES TO BE SOLD
-----------------
<S> <C>
Company .................................................. 1,245,851

SELLING FOUNDER SHAREHOLDERS:
David R. Skok ............................................. 122,206
Farrar Trust .............................................. 100,000
Concord Trust ............................................. 10,000
David A. Litwack .......................................... 119,420
Litwack Irrevocable Trust ................................. 112,786

SELLING MANAGEMENT SHAREHOLDERS:
Peter E. Brumme ........................................... 57,611
John W. Pearce ............................................ 35,698
Kim A. Sheffield .......................................... 35,698
Arnold S. Epstein ......................................... 45,376
Craig A. Dynes ............................................ 7,938

SELLING NON-AFFILIATE SHAREHOLDERS:

Ardent Research Partners, L.P. ............................ 27,611
Irina Shishov ............................................. 10,000
Wenonah Development Company ............................... 10,000
Michel Goosens ............................................ 7,500
Gerald Goetgeluck ......................................... 4,500
Iona Technologies Finance ................................. 7,500
Christopher C. Keller ..................................... 11,000
Frederick S. Holahan, Jr. ................................. 13,000
Edward W. Takacs .......................................... 8,305
Weslyeh Mohriak ........................................... 8,000

Total ........................................... 2,000,000
=========

</TABLE>
<PAGE> 29
SCHEDULE II

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF FIRM SHARES TO BE PURCHASED
<S> <C>
Morgan Stanley & Co. Incorporated

FleetBoston Robertson Stephens Inc.

SG Cowen Securities Corporation

Total 2,000,000
</TABLE>
<PAGE> 30
EXHIBIT A

________________, 2000

Morgan Stanley & Co. Incorporated
FleetBoston Robertson Stephens Inc.
SG Cowen Securities Corporation
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Dear Sirs and Mesdames:

The undersigned understands that Morgan Stanley & Co. Incorporated
("MORGAN STANLEY") proposes to enter into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with SilverStream Software, Inc., a Delaware
corporation (the "COMPANY"), and certain persons and entities (the "Selling
Stockholders") providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters, including Morgan Stanley (the "Underwriters"), of shares
(the "SHARES") of Common Stock , par value $.001 per share, of the Company (the
"COMMON STOCK") by the Company and the Selling Stockholders.

To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date of the execution of the Underwriting Agreement and ending 90 days
after the date of the final prospectus relating to the Public Offering (the
"PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or (2) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise. The foregoing sentence
shall not apply to (a) the sale of any Shares to the Underwriters pursuant to
the Underwriting Agreement, (b) transactions relating to shares of Common Stock
or other securities acquired in open market transactions after the completion of
the Public Offering or (c) the sale or transfer of Shares in connection with the
sale of the Company pursuant to a merger, sale of stock or otherwise. In
addition, the undersigned agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 90 days after the date of the
Prospectus, make any demand for or exercise any right with respect to, the
registration of
<PAGE> 31
any shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock.

Notwithstanding the foregoing, (i) gifts or (ii) transfers to (A) the
undersigned's immediate family or (B) a trust, the beneficiaries of which are
the undersigned and/or members of the undersigned's immediate family, shall not
be prohibited by this agreement; provided, that (x) if the donee or transferee
agrees in writing to be bound by the foregoing in the same manner as it applies
to the undersigned and (y) if the donor or transferor is a reporting person
subject to Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") any gifts or transfers made in accordance with this paragraph shall not
require such person to, and such person shall not voluntarily, file a report of
such transaction on Form 4 under the Exchange Act. "Immediate family" shall mean
spouse, lineal descendants, father, mother, brother or sister of the transferor
and the father, mother, brother or sister of the transferor's spouse.

Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.

This agreement shall automatically terminate on the date that the
Underwriting Agreement is terminated, in the event that the Underwriters do not
purchase Common Stock and the Underwriting Agreement is terminated pursuant to
its terms.

Very truly yours,

-----------------------
(Name)

-----------------------
(Address)

<PAGE> 1
Exhibit 5.1

January 25, 2000

SilverStream Software, Inc.
One Burlington Woods
Suite 200
Burlington, MA 01803

Re: SilverStream Software, Inc.
Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act"), in connection with a Registration Statement on Form S-1 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") under the Act.

We are acting as counsel for SilverStream Software, Inc., a Delaware
corporation (the "Company"), in connection with the public offering by the
Company and certain selling stockholders of the Company (the "Selling
Stockholders") of up to 2,300,000 shares (the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock"). Of the Shares, up to
1,245,851 shares of Common Stock will be sold by the Company, including 300,000
shares issuable upon exercise of an over-allotment option granted by the
Company, and up to 754,149 shares of Common Stock will be sold by the Selling
Stockholders.

The Shares are to be sold by the Company and the Selling Stockholders
pursuant to an Underwriting Agreement (the "Underwriting Agreement"), by and
among the Company, the Selling Stockholders and Morgan Stanley & Co.
Incorporated, FleetBoston Robertson Stephens Inc. and SG Cowen Securities
Corporation, as representatives of the several underwriters named in the
Underwriting Agreement, the form of which has been filed as Exhibit 1 to the
Registration Statement.

We have examined and relied upon the certificate of incorporation and
by-laws of the Company, each as amended and/or restated to date, records of
meetings of stockholders and of the Board of Directors of the Company,
corporate proceedings of the Company in connection with the authorization and
issuance of the Shares, the corporate and stock record books of the Company as
provided to us by the Company, the Registration Statement, the Underwriting
Agreement, certificates of representatives of the Company, certificates of
public officials and such other documents as we have deemed necessary as a
basis for the opinions hereinafter expressed.

Insofar as this opinion relates to factual matters, information with
respect to which is in the possession of the Company, we have relied upon
certificates, statements and representations of officers and other
representatives of the Company and upon statements contained in the Registration
Statement.
<PAGE> 2
In our examination of the documents referred to above, we have assumed the
genuineness of all signatures, the legal capacity of each individual signing
such documents, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as copies,
and the authenticity of the originals of such documents.

We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Underwriting Agreement, to register
and qualify the Shares for sale under all applicable state securities or "blue
sky" laws.

We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America. To the extent that any other laws govern the matters as to which we are
opining herein, we have assumed that such laws are identical to the laws of the
Commonwealth of Massachusetts, and we are expressing no opinion herein as to
whether such assumption is reasonable or correct.

Based upon and subject to the foregoing, we are of the opinion that (i) the
Shares to be issued and sold by the Company have been duly authorized for
issuance and, when such Shares are issued and paid for in accordance with the
terms and conditions of the Underwriting Agreement, such Shares will be validly
issued, fully paid and nonassessable and (ii) the Shares to be sold by the
Selling Stockholders have been duly authorized and are validly issued, fully
paid and nonassessable.

It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the use of our name therein and in
the related prospectus included in the Registration Statement under the caption
"Legal Matters." In giving such consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission.

Very truly yours,

/s/ Hale and Dorr LLP

HALE AND DORR LLP

-2-

<PAGE> 1
Exhibit 23.1

Consent of Independent Auditors
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
March 5, 1999, (except for Note 13, as to which the date is July 23, 1999) with
respect to the Financial Statements included in the Registration Statement (Form
S-1 Amendment No. 2) and related Prospectus of SilverStream Software, Inc. for
the registration of 2,300,000 shares of its common stock.

Our audits also included the financial statement schedule of SilverStream
Software, Inc. listed in Item 16(b). This schedule is the responsibility of
SilverStream Software, Inc.'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
Boston, Massachusetts
January 25, 2000