Charles Phillips
President

Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065

Dear Charles -

Our Board of Directors acknowledges your interest in BEA as expressed in your letter of October 9, and is considering it in consultation with our advisors. It is apparent to our Board, however, that BEA is worth substantially more to Oracle, to others and, importantly, to our shareholders than the price indicated in your letter. As we have indicated to you previously, we believe that the absence of current financial information in the public markets limits investor visibility into our performance. We expect that this will be corrected in the near future when we become current on our SEC filings, and can communicate more fully with the investment community.

In the mean time, our Board would appreciate greater clarity about what you mean by "proceed... to a process." As we have made clear to you in previous discussions, we are very sensitive to the fact that Oracle is a direct competitor of BEA. Therefore, the Board cannot consider any process which is long in duration, open-ended in nature,or would divulge competitively sensitive information which could materially harm our business and our shareholders' interests.

I look forward to hearing from you.

Regards,

William Klein