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EXHIBIT A.2
CONSENT OF PRICEWATERHOUSECOOPERS N.V.,
INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-92502) pertaining to the 1993 Stock Plan, the 1995 Director
Option Plan, the 1995 Employee Stock Purchase Plan for U.S. Employees and the
1995 Employee Stock Purchase Plan for Non-U.S. Employees; Registration Statement
(Form S-8 No. 333-34479) pertaining to Amended 1995 Stock Plan and 1996 Director
Option Plan of Aurum Software, Inc.; Registration Statement (Form S-8 No.
333-34973) pertaining to the 1993 Stock Plan of Baan Company N.V.; Registration
Statement (Form F-3 No. 333-24201) and related Prospectus pertaining to
Convertible Subordinated Notes of Baan Company N.V., of our report dated July
17, 2000, which includes an emphasis of a matter related to the Company's
ability to continue as a going concern, with respect to the consolidated
financial statements of Baan Company N.V. included in the Annual Report on Form
20-F for the year ended December 31, 1999.
PricewaterhouseCoopers N.V.
Amsterdam, The Netherlands
July 17, 2000
CONSENT OF ERNST & YOUNG ACCOUNTANTS
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the (i) Registration
Statement (Form S-8 No. 33-92502) pertaining to the 1993 Stock Plan, the 1995
Director Option Plan, the 1995 Employee Stock Purchase Plan for U.S. Employees
and the 1995 Employee Stock Purchase Plan for Non-U.S. Employees, (ii)
Registration Statement (Form S-8 No. 333-34479) pertaining to Amended 1995 Stock
Plan and 1996 Director Option Plan of Aurum Software, Inc., (iii) Registration
Statement (Form S-8 No. 333-34973) pertaining to the 1993 Stock Plan of Baan
Company N.V. (iv) Registration Statement (Form F-3 No. 333-19557) and related
Prospectus pertaining to the registration of the common stock issued in
connection with the business combination of Antalys, Inc., and (v) Registration
Statement (Form F-3 No. 333-24201) and related Prospectus pertaining to
Convertible Subordinated Notes of Baan Company N.V., of our report dated May 4,
1998, with respect to the consolidated financial statements of Baan Company N.V.
included in the Annual Report (Form 20-F) for the year ended December 31, 1999.
Ernst & Young Accountants
/s/ ERNST & YOUNG ACCOUNTANTS
Utrecht, The Netherlands
July 17, 2000
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