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STOCK TENDER AGREEMENT

      STOCK TENDER AGREEMENT (this Agreement), dated as of August 2, 2003, by and among Ascential Software Corporation, a Delaware corporation (Parent), Greek Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Sub), and each of Ernest E. Keet, Roy C. King, Constance F. Galley, James P. Schadt, Dennis G. Sisco, Mark C. Stevens, Michael E. Lehman, Kenneth J. Hall, David S. Linthicum, Mark W. Register, Thracy P.Varvoglis, Jill M. Donohoe, Michael J. Collins, David L. Goret, Ronald R. Smith and Greg OBrien (each a Stockholder and collectively, the Stockholders). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.

      WHEREAS, each Stockholder Beneficially Owns (without regard to any Shares issuable upon exercise of options to purchase Shares which are deemed Beneficially Owned by such Stockholder) that number of shares of the common stock, par value $.01 per share, of Mercator Software, Inc., a Delaware corporation (the Company) (such shares, together with any associated preferred stock or other rights issued pursuant to the Rights Agreement, dated as of September 2, 1998, by and between the Company and The Bank of New York, as Rights Agent, as amended by the Amendment to Rights Agreement, dated as of January 8, 2003 and the Second Amendment to the Rights Agreement dated as of August 2, 2003, by and between the Company and the Bank of New York, as Rights Agent, are hereinafter referred to as Shares), set forth opposite such Stockholders name on column (1) of Appendix A hereto (such Shares, together with any Shares acquired or otherwise Beneficially Owned by the Stockholders after the date hereof and prior to the consummation or termination of the Offer (as hereinafter defined), upon exercise of options or otherwise, being referred to herein as the Individual Shares); and

      WHEREAS, simultaneously with the execution of this Agreement, Parent, Sub and the Company are entering into an Agreement and Plan of Merger (as amended from time to time, the Merger Agreement) pursuant to which, among other things, Sub is agreeing to make a cash tender offer (as such tender offer may hereafter be amended from time to time, the Offer) to purchase all of the issued and outstanding Shares; and

      WHEREAS, as an inducement and a condition to their willingness to enter into the Merger Agreement and incur the obligations set forth therein, the Stockholders have agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

      1.     Certain Definitions. For purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise:

      Beneficially Own or Beneficial Ownership shall mean, with respect to any securities, having beneficial ownership of such securities, as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, including pursuant to any agreement, arrangement or understanding, whether or not in writing.



      Encumbrances shall mean, with respect to any securities, liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a holder of such securities.



      Option Expiration Date shall mean the date the Merger Agreement terminates in accordance with Article VII thereof.



      Person shall mean any individual, corporation, partnership, joint venture, association, trust, limited liability company, business trust, joint stock company, unincorporated organization or other entity.

1

      Transfer shall mean, with respect to any securities, the sale, transfer, pledge, hypothecation, encumbrance, assignment or disposition of such securities or the Beneficial Ownership thereof, the offer to make such a sale, transfer or other disposition, and the entering into of any option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, Transfer shall have a correlative meaning.

      2.     Restrictions.



      (a) Until the termination of this Agreement in accordance with its terms, each Stockholder agrees that such Stockholder shall not directly or indirectly, (i) except as otherwise provided in this Agreement, Transfer any of such Stockholders Individual Shares to any Person, grant any proxies or powers of attorney or enter into a voting agreement, understanding or arrangement with respect to such Stockholders Individual Shares, or (ii) take any action that would (A) make any representation or warranty of the Stockholder contained herein untrue or incorrect or (B) result in a breach by such Stockholder of any of its obligations under this Agreement.



      (b) Legend. Each Stockholder severally agrees to surrender to the Company, or to the transfer agent for the Company, certificates or other instruments evidencing Shares held by such Stockholder, and shall cause the Company or the transfer agent for the Company to place the following legend on any and all certificates or other instruments evidencing such Stockholders Individual Shares:

      THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN STOCK TENDER AGREEMENT, DATED AS OF AUGUST 2, 2003, BY AND AMONG ASCENTIAL SOFTWARE CORPORATION AND THE OTHER PARTIES NAMED THEREIN. ANY TRANSFER OF SUCH SECURITIES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.

      3.     Tender of Shares. Each Stockholder hereby agrees to validly tender or cause to be validly tendered, pursuant to and in accordance with the terms of the Offer, promptly after Sub commences the Offer (but in no event later than five business days after the date of such commencement or, with respect to Shares acquired by such Stockholder after the date of this Agreement upon exercise of options or otherwise, no later than two business days after the date of such acquisition), all of such Stockholders Individual Shares and to not withdraw such Individual Shares unless the Merger Agreement shall be validly terminated in accordance with Article VII thereof.



      4.     No Solicitation of Competing Transaction. Prior to the termination of the Merger Agreement, each Stockholder agrees not to (and shall use its reasonable best efforts to cause its respective representatives and agents not to), directly or indirectly, (a) solicit, initiate or encourage the submission of any Alternative Proposal (as defined in the Merger Agreement), (b) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by the board of directors of the Company, or any such committee thereof, of the Merger Agreement, the Offer or the Merger, (c) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (d) approve or recommend, or propose to approve or recommend, any Alternative Proposal; provided, however, that the provisions of this Section 4 shall not restrict such Stockholder in his or her capacity as a director or executive officer of the Company from taking actions by or on behalf of the Company that are permitted to be taken by or on behalf of the Company in accordance with the provisions of Section 5.5 of the Merger Agreement.



      5.     Voting of Shares; Proxy.



      (a) Prior to the termination of the Merger Agreement, at any meeting (whether annual or special) or adjournment or postponement thereof) of the Companys stockholders, however called, or in connection with any written consent of the Companys stockholders, each Stockholder, solely in his or her capacity as a Stockholder of the Company, shall vote (or cause to be voted) all of such


171811

STOCK TENDER AGREEMENT

      STOCK TENDER AGREEMENT (this Agreement), dated as of August 2, 2003, by and among Ascential Software Corporation, a Delaware corporation (Parent), Greek Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Sub), and each of Ernest E. Keet, Roy C. King, Constance F. Galley, James P. Schadt, Dennis G. Sisco, Mark C. Stevens, Michael E. Lehman, Kenneth J. Hall, David S. Linthicum, Mark W. Register, Thracy P.Varvoglis, Jill M. Donohoe, Michael J. Collins, David L. Goret, Ronald R. Smith and Greg OBrien (each a Stockholder and collectively, the Stockholders). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.

      WHEREAS, each Stockholder Beneficially Owns (without regard to any Shares issuable upon exercise of options to purchase Shares which are deemed Beneficially Owned by such Stockholder) that number of shares of the common stock, par value $.01 per share, of Mercator Software, Inc., a Delaware corporation (the Company) (such shares, together with any associated preferred stock or other rights issued pursuant to the Rights Agreement, dated as of September 2, 1998, by and between the Company and The Bank of New York, as Rights Agent, as amended by the Amendment to Rights Agreement, dated as of January 8, 2003 and the Second Amendment to the Rights Agreement dated as of August 2, 2003, by and between the Company and the Bank of New York, as Rights Agent, are hereinafter referred to as Shares), set forth opposite such Stockholders name on column (1) of Appendix A hereto (such Shares, together with any Shares acquired or otherwise Beneficially Owned by the Stockholders after the date hereof and prior to the consummation or termination of the Offer (as hereinafter defined), upon exercise of options or otherwise, being referred to herein as the Individual Shares); and

      WHEREAS, simultaneously with the execution of this Agreement, Parent, Sub and the Company are entering into an Agreement and Plan of Merger (as amended from time to time, the Merger Agreement) pursuant to which, among other things, Sub is agreeing to make a cash tender offer (as such tender offer may hereafter be amended from time to time, the Offer) to purchase all of the issued and outstanding Shares; and

      WHEREAS, as an inducement and a condition to their willingness to enter into the Merger Agreement and incur the obligations set forth therein, the Stockholders have agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

      1.     Certain Definitions. For purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise:

      Beneficially Own or Beneficial Ownership shall mean, with respect to any securities, having beneficial ownership of such securities, as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, including pursuant to any agreement, arrangement or understanding, whether or not in writing.



      Encumbrances shall mean, with respect to any securities, liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a holder of such securities.



      Option Expiration Date shall mean the date the Merger Agreement terminates in accordance with Article VII thereof.



      Person shall mean any individual, corporation, partnership, joint venture, association, trust, limited liability company, business trust, joint stock company, unincorporated organization or other entity.

1

      Transfer shall mean, with respect to any securities, the sale, transfer, pledge, hypothecation, encumbrance, assignment or disposition of such securities or the Beneficial Ownership thereof, the offer to make such a sale, transfer or other disposition, and the entering into of any option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, Transfer shall have a correlative meaning.

      2.     Restrictions.



      (a) Until the termination of this Agreement in accordance with its terms, each Stockholder agrees that such Stockholder shall not directly or indirectly, (i) except as otherwise provided in this Agreement, Transfer any of such Stockholders Individual Shares to any Person, grant any proxies or powers of attorney or enter into a voting agreement, understanding or arrangement with respect to such Stockholders Individual Shares, or (ii) take any action that would (A) make any representation or warranty of the Stockholder contained herein untrue or incorrect or (B) result in a breach by such Stockholder of any of its obligations under this Agreement.



      (b) Legend. Each Stockholder severally agrees to surrender to the Company, or to the transfer agent for the Company, certificates or other instruments evidencing Shares held by such Stockholder, and shall cause the Company or the transfer agent for the Company to place the following legend on any and all certificates or other instruments evidencing such Stockholders Individual Shares:

      THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN STOCK TENDER AGREEMENT, DATED AS OF AUGUST 2, 2003, BY AND AMONG ASCENTIAL SOFTWARE CORPORATION AND THE OTHER PARTIES NAMED THEREIN. ANY TRANSFER OF SUCH SECURITIES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.

      3.     Tender of Shares. Each Stockholder hereby agrees to validly tender or cause to be validly tendered, pursuant to and in accordance with the terms of the Offer, promptly after Sub commences the Offer (but in no event later than five business days after the date of such commencement or, with respect to Shares acquired by such Stockholder after the date of this Agreement upon exercise of options or otherwise, no later than two business days after the date of such acquisition), all of such Stockholders Individual Shares and to not withdraw such Individual Shares unless the Merger Agreement shall be validly terminated in accordance with Article VII thereof.



      4.     No Solicitation of Competing Transaction. Prior to the termination of the Merger Agreement, each Stockholder agrees not to (and shall use its reasonable best efforts to cause its respective representatives and agents not to), directly or indirectly, (a) solicit, initiate or encourage the submission of any Alternative Proposal (as defined in the Merger Agreement), (b) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by the board of directors of the Company, or any such committee thereof, of the Merger Agreement, the Offer or the Merger, (c) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (d) approve or recommend, or propose to approve or recommend, any Alternative Proposal; provided, however, that the provisions of this Section 4 shall not restrict such Stockholder in his or her capacity as a director or executive officer of the Company from taking actions by or on behalf of the Company that are permitted to be taken by or on behalf of the Company in accordance with the provisions of Section 5.5 of the Merger Agreement.



      5.     Voting of Shares; Proxy.



      (a) Prior to the termination of the Merger Agreement, at any meeting (whether annual or special) or adjournment or postponement thereof) of the Companys stockholders, however called, or in connection with any written consent of the Companys stockholders, each Stockholder, solely in his or her capacity as a Stockholder of the Company, shall vote (or cause to be voted) all of such


171812

                          STOCKHOLDER TENDER AGREEMENT

                  STOCKHOLDER TENDER AGREEMENT, dated as of October 11, 2000
(the "Agreement"), between Deutsche Acquisition Corp., a Delaware corporation
("Purchaser"), and each of the persons listed as Stockholders on the signature
pages hereto (each, a "Stockholder" and, collectively, the "Stockholders").

                                    RECITALS:

                  WHEREAS, concurrently with the execution and delivery of this
Agreement, [Parent], an Aktiengesellschaft organized  . . .

                                                                  Conformed Copy
                                                                  --------------


                          STOCKHOLDER TENDER AGREEMENT

                  STOCKHOLDER TENDER AGREEMENT, dated as of October 11, 2000
(the "Agreement"), between Deutsche Acquisition Corp., a Delaware corporation
("Purchaser"), and each of the persons listed as Stockholders on the signature
pages hereto (each, a "Stockholder" and, collectively, the "Stockholders").

                    . . .

STOCK TENDER AGREEMENT

      STOCK TENDER AGREEMENT (this “Agreement”), dated as of August 2, 2003, by and among Ascential Software Corporation, a Delaware corporation (“Parent”), Greek Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and each of Ernest E. Keet, Roy C. King, Constance F. Galley, James P. Schadt, Dennis G. Sisco, Mark C. Stevens, Michael E. Lehman, Kenneth J. Hall, David S. Linthicum, Mark W. Register, Thracy P.Varvoglis, Jill M. Donohoe, Michael J. Collins,  . . .

STOCK TENDER AGREEMENT

      STOCK TENDER AGREEMENT (this �Agreement�), dated as of August 2, 2003, by and among Ascential Software Corporation, a Delaware corporation (�Parent�), Greek Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (�Sub�), and each of Ernest E. Keet, Roy C. King, Constance F. Galley, James P. Schadt, Dennis G. Sisco, Mark C. Stevens, Michael E. Lehman, Kenneth J. Hall, David S. Linthicum, Mark W. Register, Thracy P.Varvoglis, Jill M. Donohoe, Michael J. Collins, David L. Goret, Ronald R. Smith and Greg  . . .