Offer to Purchase for Cash All Outstanding Shares of Common Stock of Starbase Corporation by Galaxy Acquisition Corp., a wholly owned subsidiary of at $2.75 Net Per Share

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cash is the only consideration that we are paying to the holders of Starbase common stock in connection with our offer;

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we are offering to purchase all of the outstanding shares of Starbase common stock in our offer;

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our offer is not subject to any financing arrangements or financing contingencies; and

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Borland has sufficient cash on hand and cash equivalents to provide us with the amount of cash consideration payable to holders of Starbase common stock in our offer and the merger described below.

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for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission applicable to our offer;

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for such amount of time as is reasonably necessary to cause all of the conditions to our offer to be satisfied; and

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for an additional period of not more than 20 business days, if the sum of the number of shares of Starbase common stock that have been validly tendered and not withdrawn in our offer as of the scheduled or any extended expiration date of our offer, plus the number of shares of Starbase common stock then solely beneficially owned by Borland and us as of such date, represents a majority of the “adjusted outstanding shares” (as described below) but less than 90% of the adjusted outstanding shares of Starbase common stock as of such date.

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determined that the merger agreement and the transactions contemplated thereby, including our offer and the merger contemplated by the merger agreement, are fair to and in the best interests of Starbase and its stockholders;

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approved the merger agreement and the transactions contemplated thereby, including our offer and the merger contemplated by the merger agreement; and

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declared that the merger agreement is advisable.

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the certificate(s) representing the tendered shares, together with the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees (as described below under the caption “Signature Guarantees”) and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date;

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in the case of a tender effected pursuant to the book-entry transfer procedures described below under the caption “Book-Entry Transfer”, (i) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (as described below under the caption “Signature Guarantees”), or an Agent’s Message (as described below under the caption “Book-Entry Transfer”), and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date and (ii) the shares to be tendered must be delivered pursuant to the book-entry transfer procedures described below under the caption “Book-Entry Transfer” and a Book-Entry Confirmation (as described below under the caption “Book-Entry Transfer”) must be received by the Depositary prior to the Expiration Date; or

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the tendering stockholder must comply with the guaranteed delivery procedures described below under the caption “Guaranteed Delivery” prior to the Expiration Date.

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such tender is made by or through an Eligible Institution (as described above under the caption “Signature Guarantees”);

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a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form enclosed with this Offer to Purchase, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date; and

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either (i) the certificates representing tendered shares of Starbase common stock being tendered in the Offer, together with the Letter of Transmittal enclosed with this Offer to Purchase (or facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described above under the caption “Signature Guarantees”), and any other required documents, are received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described above under the caption “Book-Entry Transfer”, (1) either the Letter of Transmittal enclosed with this Offer to Purchase (or facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described above under the caption “Signature Guarantees”), or an Agent’s Message (as described above under the caption “Book-Entry Transfer”), and any other required documents, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase, and (2) such shares are delivered pursuant to the book-entry transfer procedures described above under the caption “Book-Entry Transfer” and a Book-Entry Confirmation (as described above under the caption “Book-Entry Transfer”) is received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which the Nasdaq Stock Market is open for business.

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certificates for such shares, or a timely Book-Entry Confirmation (as described above under the caption “Book-Entry Transfer”) with respect to such shares;

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the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, with any required signature guarantees (as described above under the caption “Signature Guarantees”), or in the case of a Book-Entry Transfer, an Agent’s Message in lieu of the Letter of Transmittal (as described above under the caption “Book-Entry Transfer”); and

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any other documents required by the Letter of Transmittal.

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the certificates representing such shares, together with the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described in Section 2 (Procedures for Tendering Shares of Starbase Common Stock in the Offer) of this Offer to Purchase under the caption “Signature Guarantees”); or

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in the case of a transfer effected pursuant to the book-entry transfer procedures as described in Section 2 (Procedures for Tendering Shares of Starbase Common Stock in the Offer) of this Offer to Purchase under the caption “Book-Entry Transfer” a Book-Entry Confirmation and either the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described in Section 2 of this Offer to Purchase under the caption “Signature Guarantees”) or an Agent’s Message, and any other required documents.

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7.

Effect of the Offer on the Market for Shares of Starbase Common Stock; Nasdaq Listing of Shares of Starbase Common Stock; Exchange Act Registration of Shares of Starbase Common Stock; Margin Regulations

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the strategic fit between Borland and Starbase, including that Starbase’s products in the areas of source code change management, requirements management and software configuration management enables Borland to enter another dimension of application lifecycle management consistent with Borland’s strategy to become a leader in the application development lifecycle market;

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the fact that Borland has more than sufficient funds to internally fund the acquisition of Starbase and that no third-party financing would be required;

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the success that Borland recently had in integrating the acquisition of Redline Software, Inc. (VMGear);

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the opportunity for numerous synergies, including:

(i)

combining Borland’s customer base, marketing expertise, brand, direct and indirect distribution channels and geographical footprint with Starbase’s expertise in the areas of requirements management, software configuration management, version control and collaboration;

(ii)

that ▇▇▇▇▇▇▇’▇ significantly greater financial and other resources could enhance Starbase’s competitive position;

(iii)

potential cross-marketing opportunities;

(iv)

potential acceleration of new product development through combining the technical resources of Starbase with those of Borland; and

(v)

the potential to reduce certain selling and marketing costs.

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the potential to better respond to the needs of customers looking for source code management, requirements management and other application lifecycle management solutions;

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that Starbase represented an attractive vehicle for Borland to enter the source code change management, requirements management and software configuration management businesses;

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the potential positive impact of the acquisition of Starbase on Borland’s other businesses;

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the reputation of Starbase’s products in the marketplace and among leading industry analysts;

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the technical expertise held by Starbase’s software engineers;

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the customer relationships held by Starbase’s sales personnel;

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the complementary corporate cultures of Borland and Starbase;

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the aggregate amount of the termination fee and expense reimbursement fee, relative to other transactions, and the circumstances under which such fees would be paid to Borland pursuant to the Merger Agreement;

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the other provisions of the Merger Agreement, including the respective representations, warranties and covenants of the parties;

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the terms and conditions of the Tender and Voting Agreement, including the willingness of the directors and certain members of Starbase’s senior management to enter into such agreement;

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the terms and conditions of the Loan and Security Agreement and the Intellectual Property Security Agreement; and

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the reasonable likelihood of the completion of the transactions contemplated by the Merger Agreement.

12.    Purpose

of the Offer; Plans for Starbase; The Merger Agreement; The Tender and Voting Agreement

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due organization and qualification;

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certificate of incorporation and bylaws;

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capitalization;

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filings with the Securities and Exchange Commission and financial statements;

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absence of changes;

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title to assets;

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loans, customers and inventories;

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equipment, real property and leaseholds;

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intellectual property;

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contracts;

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sale of products and performance of services;

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undisclosed liabilities;

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compliance with legal requirements;

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certain business practices;

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governmental authorizations;

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tax matters;

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employee and labor relations, and benefit plans;

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environmental matters;

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insurance;

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transactions with affiliates;

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legal proceedings and orders;

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authority, anti-takeover statutes and binding nature;

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inapplicability of Section 203 of the Delaware General Corporation Law;

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votes required;

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noncontravention and consents;

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the receipt of a fairness opinion;

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financial advisory and other fees;

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liquidity;

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dealings with Silicon Valley Bank;

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absence of financial advisory agreements;

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inapplicability of certain provisions of the California Corporations Code; and

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full disclosure.

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due organization;

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authority and binding nature;

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noncontravention and consents;

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disclosure;

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availability of funds; and

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brokers’ and finders’ fees.

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(A) declare, accrue, set aside or pay any dividend on, or make any other distribution (whether in cash, securities or other property) in respect of, any of its outstanding capital stock (other than, with respect to a subsidiary of Starbase, to its corporate parent), (B) split, combine or reclassify any of its outstanding capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock or (C) purchase, redeem or otherwise acquire any shares of outstanding capital stock or any rights, warrants or options to acquire any such shares (other than the valid exercise of Starbase stock options and warrants outstanding as of the date of the Merger Agreement);

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sell, issue, grant, pledge or encumber or authorize the issuance, grant, pledge or encumbrance of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that Starbase may issue shares of Starbase common stock upon the valid exercise of stock options or warrants outstanding as of the date of the Merger Agreement);

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amend or waive any of its rights under, or accelerate the vesting under, any provision of any of Starbase’s stock option plans, any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security or any related contract, in each case with respect to the capital stock of Starbase or its subsidiaries;

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amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents, or effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;

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form any subsidiary or directly or indirectly acquire any equity or other interest in, or make any other investment in or capital contribution to, any other entity;

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make any capital expenditure (except that Starbase and its subsidiaries may make capital expenditures that, when added to all other capital expenditures made on behalf of Starbase and its subsidiaries during the period from the date of the Merger Agreement through the acceptance of shares of Starbase common stock for purchase in the Offer, do not exceed $100,000 in the aggregate or $33,333 per month during such period);

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enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any material contract, or amend or terminate, or waive or exercise any material right or remedy under, any material contract;

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acquire, lease or license any right or other asset from any other person or sell or otherwise dispose of, or lease or license, any right or other asset, including without limitation, any intellectual property of Starbase, to any other person (except in each case for immaterial assets acquired, leased, licensed or disposed of by Starbase in the ordinary course of business and consistent with past practices), or waive or relinquish any material right;

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dispose of or permit to lapse any rights to the use of any intellectual property of Starbase, or dispose of or disclose to any person other than representatives of Borland any trade secret, formula, process, know-how or other intellectual property of Starbase not theretofore a matter of public knowledge;

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lend money to any person, or incur or guarantee any indebtedness, including without limitation, any additional borrowings under any existing lines of credit;

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(A) except as required to comply with legal requirements or to renew employee benefit plans on the same terms and at the same costs, establish, adopt or amend any employee benefit plan, pay, commit to pay or accelerate the payment of any bonus or make, commit to make or accelerate any profit-sharing or similar payment to, or increase or commit to increase the amount of the wages, salary, commissions, fringe benefits, severance, insurance or other compensation or remuneration payable to, any of its directors, officers, employees or consultants or (B) enter into or amend any employment, consulting, severance or similar agreement with any individual other than consulting agreements entered into in the ordinary course of business involving payments in the aggregate for all such consulting agreements not in excess of $50,000 in any month and not with a term in excess of 90 days;

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hire any employee with an annual base salary in excess of $150,000 or with total annual compensation in excess of $300,000, or promote any employee except in order to fill a position vacated after the date of the Merger Agreement;

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(A) change any of its pricing policies, product return or warranty policies, product maintenance polices, service policies, product modification or upgrade policies, personnel policies or other business policies in any material respect or (B) make any change in any method of accounting or accounting practice or policy (including any method, practice or policy relating to taxes), except as required by any changes in generally accepted accounting principles or as otherwise required by law;

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make or rescind any material tax election or settle or compromise any material tax liability of Starbase or of any of it subsidiaries;

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(A) commence or settle any legal proceeding, including, without limitation, any legal proceeding relating to the Merger Agreement, the Offer, the Merger or the transactions contemplated thereby or (B) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of claims, liabilities or obligations reflected or reserved against in the consolidated financial statements (or the notes thereto) of Starbase and its consolidated subsidiaries;

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adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to any acquisition proposal with respect to Starbase;

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permit any material insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without notice to Borland;

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enter into any agreement, understanding or commitment that restrains, limits or impedes the ability of it or any of its subsidiaries to compete with or conduct any business or line of business, including, but not limited to, geographic limitations on the activities of it or any of its subsidiaries;

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plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of Starbase or its subsidiaries;

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accelerate the collection of any account receivable or delay the payment of any account payable, or otherwise reduce the assets or increase the liabilities of Starbase or any of its subsidiaries otherwise than in the ordinary course of business consistent with past practice;

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take any action that could be reasonably expected to result in any of the conditions to the Offer not being satisfied;

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enter into any material transaction or take any other material action outside the ordinary course of business or inconsistent with past practices; or

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agree or commit to take any of the actions described above.

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any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction involving Starbase or any of its subsidiaries;

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any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or a significant portion of the assets of Starbase, including, without limitation, any license, lease or other transfer or disposition of all or substantially all of Starbase’s intellectual property, taken as a whole, in a single transaction or series of related transactions;

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any purchase or tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of Starbase or the filing of a registration statement under the Securities Act of 1933, as amended, in connection therewith; or

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any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

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solicit or initiate, or encourage, directly or indirectly, any inquiries relating to, or the submission of, any Acquisition Proposal;

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participate in any discussions or negotiations regarding any Acquisition Proposal, or in connection with any Acquisition Proposal, or furnish to any person any information or data with respect to or provide access to the properties of Starbase or any of its subsidiaries, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; or

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enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal;

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such Person or group has submitted a Superior Proposal;

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in the good faith opinion of Starbase’s board of directors, determined only after consulting with independent legal counsel to Starbase, such action is required to discharge the board’s fiduciary duties to Starbase’s stockholders under applicable law; and

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Starbase has notified Borland in writing of its intention to engage in such discussions or negotiations or to provide such confidential information not less than the second business day prior to so doing, provided that if such two business day period would extend beyond December 13, 2002, Starbase must notify Borland of its intention to engage in such discussions or negotiations or to provide such confidential information not less than the second business day prior to so doing; provided that if such two business day period would extend beyond December 13, 2002, Starbase must notify Borland of its intention to engage in such discussions or negotiations or to provide such information prior to doing so.

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Except as provided below, neither Starbase’s board of directors nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Borland or the Purchaser the Starbase Board Recommendation, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal.

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Notwithstanding the foregoing, subject to compliance with the nonsolicitation provisions of the Merger Agreement, prior to the time of acceptance for payment of Starbase common stock in the Offer, Starbase’s board of directors, after consulting with independent legal counsel, may withdraw or modify the Starbase Board Recommendation, approve or recommend a Superior Proposal, or enter into an agreement with respect to a Superior Proposal, if the board determines in good faith that such action is required to discharge the board’s fiduciary duties to Starbase’s stockholders under applicable law, provided that in each case Starbase has given Borland written notice at least four business days in advance of such action that Starbase’s board of directors has received a Superior Proposal that it intends to accept, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal.

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if required by applicable law (i.e. if, following successful completion of the Offer the Purchaser owns less than 90% of the then outstanding shares of Starbase common stock), the Merger must have been approved by the stockholders of Starbase in accordance with the DGCL and Starbase’s charter documents;

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the Purchaser or Borland must have accepted for payment, and paid for, all of the shares of Starbase common stock that were validly tendered in the Offer and not properly withdrawn, provided, that in the case of a restraining order, injunction or other order, each of the parties shall have used their commercially reasonable efforts to prevent the entry of any such restraining order, injunction or other order and to appeal as promptly as possible any restraining order, injunction or other order that may be entered; and

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no temporary restraining order, preliminary or permanent injunction or other order preventing the completion of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any legal requirement enacted or deemed applicable to the Merger that makes completion of the Merger illegal; provided, that in the case of a restraining order, injunction or other order, each of the parties shall have used their commercially reasonable efforts to prevent the entry of any such restraining order, injunction or other order and to appeal as promptly as possible any restraining order, injunction or other order that may be entered.

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prior to the completion of the Merger, by mutual written consent of Borland and Starbase;

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prior to the completion of the Merger, by either Borland or Starbase if a court of competent jurisdiction or other governmental body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance of shares of Starbase common stock in the Offer or the Merger or making the purchase by the Purchaser of shares of Starbase common stock in the Offer or completion of the Merger illegal;

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prior to the completion of the Offer, by either Borland or Starbase if the Offer shall have expired without the acceptance for payment of shares of Starbase common stock, provided that (i) a party shall not be permitted to terminate the Merger Agreement for that reason if the failure of the acceptance for payment of shares of Starbase common stock in the Offer is attributable to a failure on the part of such party to perform any covenant in the Merger Agreement (an “Expiration Termination”) and (ii) Starbase shall not be permitted to terminate the Merger Agreement for that reason unless it pays the termination fee and makes the other payments required to be made by Starbase to Borland under the Merger Agreement;

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prior to the closing of the Offer, by either Borland or Starbase if the acceptance for payment of shares of Starbase common stock in the Offer shall not have occurred on or prior to the close of business on December 15, 2002, provided that (i) a party shall not be permitted to terminate the Merger Agreement for that reason if the failure of the acceptance for payment of shares of Starbase common stock in the Offer by the close of business on December 15, 2002 is attributable to a failure on the part of such party to perform any covenant in the Merger Agreement (a “Drop-Dead Date Termination”) and (ii) Starbase shall not be permitted to terminate the Merger Agreement for that reason unless it pays the termination fee and makes the other payments required to be made by Starbase to Borland under the Merger Agreement;

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prior to the closing of the Offer, by Borland if any “triggering event” (as defined below) shall have occurred (a “Triggering Event Termination”);

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prior to the closing of the Offer, by Borland if any of Starbase’s representations and warranties contained in the Merger Agreement shall fail to be true and correct such that the condition to the Offer associated therewith would not be satisfied, or any of Starbase’s obligations, agreements or covenants contained in the Merger Agreement shall have been breached such that the condition to the Offer associated therewith would not be satisfied, subject in either case to certain cure rights (a “Starbase Breach Termination”);

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prior to the closing of the Offer, by Starbase if any of Borland’s representations and warranties contained in the Merger Agreement shall fail to be true and correct, except where such failure does not have a material adverse effect on the ability of Borland or the Purchaser to purchase shares of Starbase common stock in the Offer or consummate the Merger, or Borland shall not have complied with in all material respects Borland’s covenants contained in the Merger Agreement, except where such noncompliance does not have a material adverse effect on the ability of Borland or the Purchaser to purchase shares of Starbase common stock in the Offer or consummate the Merger, subject in either case to certain cure rights; or

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prior to the closing of the Offer, by Starbase if Starbase has proposed to enter into an agreement with respect to a Superior Proposal or has approved or recommended a Superior Proposal, provided that Starbase has complied with all of the nonsolicitation provisions of the Merger Agreement, including the notice provisions therein (a “Superior Proposal Termination”).

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If (i) except as provided below, the Merger Agreement is terminated by Borland or Starbase pursuant to an Expiration Termination or a Drop-Dead Date Termination and at or prior to the time of the termination of the Merger Agreement an Acquisition Proposal shall have been publicly disclosed, announced or commenced or publicly submitted, made or communicated to Starbase’s board of directors, (ii) the Merger Agreement is terminated by Borland pursuant to a Triggering Event Termination, (iii) the Merger Agreement is terminated by Borland pursuant to a Starbase Breach Termination and within one year from the date of termination Starbase or any of its subsidiaries enters into a definitive agreement in respect of, or approves or recommends, any Acquisition Proposal, or agrees or resolves to do so, or (iv) the Merger Agreement is terminated by Starbase pursuant to a Superior Proposal Termination, then Starbase shall pay to Borland, in cash (in addition to any reimbursement of expenses described below), a nonrefundable termination fee in the amount equal to $1,500,000.

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If (x) except as provided below, the Merger Agreement is terminated by Borland or Starbase pursuant to an Expiration Termination or a Drop-Dead Date Termination and at or prior to the time of the termination of the Merger Agreement an Acquisition Proposal shall have been publicly disclosed,

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announced or commenced or publicly submitted, made or communicated to Starbase’s board of directors, (y) the Merger Agreement is terminated by Borland pursuant to a Triggering Event Termination or a Starbase Breach Termination, or (z) the Merger Agreement is terminated by Starbase pursuant to a Superior Proposal Termination, Starbase shall make a nonrefundable cash payment to Borland in an amount equal to the aggregate amount of all reasonably documented fees and out-of-pocket expenses (including all attorneys’ fees, accountants’ fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of Borland in connection with the due diligence review of Starbase by ▇▇▇▇▇▇▇ and its representatives, the preparation and negotiation of the Merger Agreement and otherwise in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; provided, however, that such nonrefundable cash payment shall not exceed $750,000 in the aggregate.

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to promptly (and, in any event, not later than ten business days after commencement of the Offer) tender or cause to be tendered into the Offer, pursuant to and in accordance with the terms of the Offer, and not withdraw or cause to be withdrawn (except following the termination of the Offer in accordance with its terms), all of such stockholder’s shares of Starbase common stock;

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that until the earlier of the completion of the Merger or the termination of the Merger Agreement, at any meeting of Starbase’s stockholders, and in any action by consent of Starbase’s stockholders, such stockholder shall vote (or cause to be voted) all of his shares of Starbase common stock: (i) in favor of adoption of the Merger Agreement, the Merger and all the transactions contemplated by the Merger Agreement and the Tender and Voting Agreement and otherwise in such manner as may be necessary to consummate the Merger; (ii) against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of Starbase under the Merger Agreement; and (iii) against any action, agreement, transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal) that could reasonably be expected to result in any of the conditions to the Offer or to Starbase’s obligations under the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Offer, the Merger or the Tender and Voting Agreement; and

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to appoint ▇▇▇▇▇▇▇ and certain representatives of Borland as such stockholder’s attorney, agent and proxy, with full power of substitution, to vote and otherwise act with respect to all such stockholder’s shares of Starbase common stock at any meeting of Starbase’s stockholders, and in any action by written consent of Starbase’s stockholders, on the matters and in the manner specified in the Tender and Voting Agreement, upon any failure of such stockholder to fulfill his obligations thereunder.

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except as otherwise provided below, in the event that the Merger Agreement is terminated (a) by either Borland or Starbase (i) if the Offer shall have expired without the acceptance for payment of shares of Starbase common stock in the Offer or (ii) if the acceptance for payment of shares of Starbase common stock in the Offer shall not have occurred on or prior to the close of business on December 15, 2002, and, in either such case, all conditions to the Offer (other than the Minimum Condition) have been satisfied, or (b) by Starbase by reason of the failure of ▇▇▇▇▇▇▇’▇ representations and warranties to be true in all material respects, or Borland’s failure to have performed or complied in all material respects with any of its covenants set forth in the Merger Agreement, the date 14 calendar days after such termination;

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except as otherwise provided below, in the event that the Merger Agreement is terminated by Starbase by reason of it proposing to enter into an agreement with respect to a Superior Proposal or approving or recommending a Superior Proposal, on the date immediately prior to such termination;

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except as otherwise provided below, in the event of a termination of the Merger Agreement for any other reason, on the date on which the Merger Agreement is terminated;

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on the date on which any event of default occurs under the Loan and Security Agreement; or

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December 15, 2002.

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if Starbase fails to pay any of the obligations thereunder when due;

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if Starbase fails to perform any of its other obligations thereunder or under any related loan documentation, subject to certain cure rights;

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if Silicon Valley Bank exercises any of its rights under any of its loan documents with Starbase;

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if there occurs a default, breach or failure to perform on the part of Starbase, or a “Triggering Event” under the Merger Agreement resulting in the termination of the Merger Agreement;

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if, in Borland’s determination, a “Material Adverse Effect” (as defined in the Loan and Security Agreement) shall have occurred on Starbase;

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if an event occurs that results in a material diminution of the value of, or adversely affects the priority of Borland’s security interest in, the Collateral (as defined in the Loan and Security Agreement), taken as a whole;

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if any material portion of Starbase’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon;

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if Starbase or any of its subsidiaries becomes insolvent, or if an insolvency, bankruptcy or similar proceeding is commenced by or against Starbase or any of its subsidiaries;

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if there is a default in any agreement to which Starbase is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any indebtedness of Starbase in an amount in excess of $100,000 or that could have a Material Adverse Effect or result in any release of any source code for any Starbase software; or

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if any material misrepresentation or material misstatement exists in any warranty or representation set forth in the Loan and Security Agreement or any related document or the Merger Agreement, or in any document or certificate delivered to Borland pursuant thereto or to induce Borland to enter into any of such documents.

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the Minimum Condition shall not have been satisfied at the time of expiration of the Offer, as it may be extended; or

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•

at any time on or after the date of the Merger Agreement and prior to the expiration of the Offer, as it may be extended, any of the following events or circumstances shall occur or exist or shall be determined by Borland or the Purchaser to have occurred or exist, and in the reasonable judgment of Borland or the Purchaser, and regardless of the circumstances (including any action or inaction by Borland or the Purchaser other than an action or inaction by Borland or the Purchaser constituting a material breach of the Merger Agreement) giving rise to such event or circumstance, such event or circumstance makes it inadvisable to proceed with the Offer and/or with such acceptance for payment of or payment for shares of Starbase common stock:

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any waiting period under any applicable foreign antitrust law or regulation or other legal requirement shall not have expired or been terminated or any Consent required under any applicable foreign antitrust law or regulation or other legal requirement shall not have been obtained;

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the representations and warranties of Starbase set forth in the Merger Agreement which are not qualified by “materiality” or “material adverse effect” shall not have been true and correct in all material respects as of the date of the Merger Agreement or shall not be true and correct in all material respects as of any subsequent date as though made on or as of such subsequent date, or the representations and warranties that are qualified by “materiality” or “material adverse effect” shall not have been true and accurate in all respects as of the date of the Merger Agreement or shall not be true and correct in all respects as of any subsequent date as though made on or as of such subsequent date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and correct as of such date or with respect to such period), or Starbase shall have breached or failed to perform or comply in any material respect with any obligation, agreement or covenant required by the Merger Agreement to be performed or complied with by it;

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since the date of the Merger Agreement, there shall have occurred any material adverse effect on Starbase and its subsidiaries, or any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have a material adverse effect on Starbase and its subsidiaries;

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any consent identified in a schedule to the Merger Agreement, or any other material consent required to be obtained in connection with the Offer or the Merger, shall not have been obtained or shall not be in full force and effect;

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any temporary restraining order, preliminary or permanent injunction or other order preventing the purchase by the Purchaser of shares of Starbase common stock in the Offer or completion of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, or there shall be any legal requirement enacted or deemed applicable by a governmental body to the Offer or the Merger that makes the purchase by the Purchaser of shares of Starbase common stock in the Offer or completion of the Merger illegal;

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there shall be pending or threatened any legal proceeding in which a governmental body is or is threatened to become a party or is otherwise involved or either Borland or Starbase shall have received a communication from any governmental body in which such governmental body indicates the possibility of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the purchase of shares of Starbase common stock in the Offer or completion of the Merger; (ii) relating to the Offer or the Merger and seeking to obtain from Borland or any of Starbase and its subsidiaries, any damages or other relief that may be material to Borland or Starbase and its subsidiaries; (iii) seeking to prohibit or limit in any material respect Borland’s or the Purchaser’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Starbase; (iv) that could materially and adversely affect the right of Borland or any of Starbase and its subsidiaries to own the assets or operate the business of Starbase and its subsidiaries; or (v) seeking to compel any of Starbase and its subsidiaries, Borland or any subsidiary of Borland to dispose of or hold separate any material assets as a result of the Offer or the Merger;

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there shall be pending any legal proceeding in which, in the reasonable judgment of Borland, there is a reasonable possibility of an outcome that could have a material adverse effect on Starbase and its subsidiaries or a material adverse effect on Borland: (i) challenging or seeking to restrain or prohibit the purchase of shares of Starbase common stock in the Offer or completion of the Merger; (ii) relating to the Offer or the Merger and seeking to obtain from Borland or any of Starbase and its subsidiaries, any damages or other relief that may be material to Borland or Starbase and its subsidiaries; (iii) seeking to prohibit or limit in any material respect Borland’s or the Purchaser’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Starbase; (iv) that would materially and adversely affect the right of Borland or any of Starbase and its subsidiaries, to own the assets or operate the business of any of Starbase and its subsidiaries; or (v) seeking to compel any of Starbase and its subsidiaries, Borland or any subsidiary of Borland to dispose of or hold separate any material assets as a result of the Offer or the Merger, provided that this condition shall not apply with respect to any legal proceeding relating to the ownership of certain Starbase shares held in escrow for the benefit of the founders of Starbase;

ù

there shall not have occurred and be continuing: (i) (A) any general suspension of trading in, or limitation on prices for, securities on The Nasdaq Stock Market for a period in excess of three hours (excluding any organized halt triggered solely as a result of a specified decrease in a market index or suspensions or limitations resulting solely from physical damage, technological or software breakdowns or malfunctions or interference with such exchange not related to market conditions) or (B) any decline in any of the Dow ▇▇▇▇▇ Industrial Average, the Standard & Poor’s Index of 500 Industrial Companies, the Nasdaq Composite Index or the Nasdaq Computer and Data Processing Index in excess of 15% measured from the close of business on the date of the Merger Agreement; (ii) a declaration by a governmental body of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) an act of terrorism or a commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States, which in any case could have a material adverse effect on Starbase and its subsidiaries or could materially adversely affect Borland’s or the Purchaser’s ability to purchase shares of Starbase common stock in the Offer or consummate the Merger; (iv) any extraordinary limitation (whether or not mandatory) by any governmental body on the extension of credit generally by banks or other financial institutions; or (v) a change in general financial, bank or capital market conditions which materially and adversely affects the ability of financial institutions in the United States to extend credit or syndicate loans;

ù

Starbase’s board of directors (i) shall have withdrawn, modified or changed in a manner adverse to Borland or the Purchaser (including by amendment of the Schedule 14D-9) the Starbase Board Recommendation, (ii) shall have recommended or remained neutral with respect to an Acquisition Proposal, (iii) shall have adopted any resolution or announced any intention to effect any of the foregoing, or (iv) shall fail to reaffirm Starbase Board Recommendation within five business days after Borland requests that Starbase Board Recommendation be reaffirmed;

ù

the Merger Agreement shall have been terminated in accordance with its terms;

ù

there shall be a deterioration in Starbase’s cash flow or liquidity or the amounts provided by Starbase’s working capital, together with the funds provided by the Bridge Loan from Borland, such that the funds shall no longer be sufficient to maintain Starbase’s level of operations as of the date of the Merger Agreement through at least December 15, 2002; or

ù

a “triggering event” shall have occurred under the Merger Agreement.

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