SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No.         )*

MEDIABIN, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

58446U 10 3

(CUSIP Number)    

Horace L. Nash, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 Phone: 650-988-8500	Martin W. Brauns Chief Executive Officer Interwoven, Inc. 803 11th Avenue Sunnyvale, CA 94089 (408) 774-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 30, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 58446U 10 3 Page 1 of 6 Pages

1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person (entities only) Interwoven, Inc., I.R.S. Identification No. 77-0523543
2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not applicable.	(a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization State of Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power          None           8.    Shared Voting Power          4,000,813 shares of common stock*            9.    Sole Dispositive Power          None         10.    Shared Dispositive Power          None        

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,000,813 shares of common stock*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 45.0% of common stock**
14.	Type of Reporting Person (See Instructions) CO

* This number is subject to adjustment pursuant to Voting Agreements, dated May 30, 2003, described in Items 4 and 5 below, which collectively provide that the Reporting Person shall have the power to vote or direct the vote of a number of shares of Issuer Common Stock (defined below) equal to 45% of the total outstanding shares of Issuer Common Stock with respect to matters specified in these Voting Agreements in connection with any meeting or action by written consent of the shareholders of Issuer. Reporting Person expressly disclaims beneficial ownership of any of the shares of Issuer Common Stock subject to the Voting Agreements.

** Based on 8,890,695 shares of Issuer Common Stock outstanding as of May 30, 2003, as represented by the Issuer in the Merger Agreement discussed in Items 3 and 4 below.

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SCHEDULE 13D

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is common stock, par value $0.01 (the “Common Stock”) of MediaBin, Inc., a Georgia corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3525 Piedmont Road, Seven Piedmont Center, Suite 600, Atlanta, Georgia 30305-1530.

Item 2. Identity and Background.

(a) The name of the corporation filing this statement is Interwoven, Inc., a Delaware corporation, hereinafter sometimes referred to as “Interwoven” or the “Reporting Person.”

(b) The address of Interwoven’s principal office is 803 11th Avenue, Sunnyvale, California 94089.

(c) Interwoven provides software products and services for enterprise content management, which helps customers automate the process of developing, managing and deploying content assets used in business applications.

(d) Neither Interwoven nor, to Interwoven’s knowledge, any person named on Schedule A attached hereto is required to disclose legal proceeding pursuant to Item 2(d).

(e) Neither Interwoven nor, to Interwoven’s knowledge, any person named on Schedule A attached hereto is required to disclose legal proceeding pursuant to Item 2(e).

To Interwoven’s knowledge, each of the individuals identified on Schedule A attached hereto is a citizen of the United States.

Set forth on Schedule A is the name, and principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Interwoven as of the date hereof.

Item 3. Source and Amount of Funds or Other Consideration.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements as set forth herein are qualified in their entirety by reference to the copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D and the Voting Agreements included as Exhibits 2 and 3 to this Schedule 13D, respectively, and are incorporated in this Item 3 in their entirety where such references and descriptions appear.

As an inducement for Interwoven to enter into the Merger Agreement described in Item 4 and in consideration thereof, Venturos AS, David Moran, Haines Hargrett and Burton Smith (collectively the “Shareholders”), entered into Voting Agreements with Interwoven, dated May 30, 2003 (the “Voting Agreements”) (See Item 4). Interwoven did not pay additional consideration to Shareholders who entered into Voting Agreements. Each of the Shareholders also granted Interwoven an irrevocable proxy.

Item 4. Purpose of Transaction.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements as set forth herein are qualified in their entirety by reference to the copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D and the Voting Agreements

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included as Exhibits 2 and 3 to this Schedule 13D, respectively, and are incorporated in this Item 4 in their entirety where such references and descriptions appear.

(a) – (b) This Schedule 13D relates to agreements entered into in connection with the execution of the Agreement and Plan of Merger executed by Issuer, Interwoven and Maryland Acquisition Corp. (“Maryland Sub”), a Georgia corporation (the “Merger Agreement”), pursuant to which all of the outstanding shares of Common Stock of Issuer will be purchased by Interwoven and Maryland Sub will be merged with and into the Issuer (the “Merger”), with Issuer as the surviving entity and a wholly-owned subsidiary of Interwoven.

The purpose of the Merger is for Interwoven to acquire the Issuer pursuant to the Merger Agreement. To induce Interwoven to enter into the Merger Agreement, the Shareholders entered into the Voting Agreements. The purpose of the Voting Agreements is to enable Interwoven and Issuer to consummate the transactions contemplated under the Merger Agreement.

The Merger Agreement provides that, at the effective time of the Merger, each outstanding share of Issuer Common Stock will be converted into the right to receive cash in an amount equal to the quotient of (A) the sum of $5 million plus the product of (i) the aggregate number of shares of Issuer Common Stock subject to all outstanding stock options with an exercise price per share of less than the Per Share Consideration (defined below) to be received by stockholders of the Issuer under the Merger Agreement as of the consummation of the Merger (the “In-the-money Options”), and (ii) the weighted average exercise price of all In-the-money Options, divided by (B) the sum of the number of shares of Issuer Common Stock outstanding as of the consummation of the Merger, plus the number of shares of Issuer Common Stock subject to In-the-money-Options (such amount is referred to as the “Per Share Consideration”), and each outstanding option or warrant to purchase shares of Issuer Common Stock will be assumed by Interwoven and thereafter represent an option or warrant to purchase shares of Interwoven common stock equal to the product of the number of shares of Issuer Common Stock subject to such stock option or warrant multiplied by the quotient of (X) the Per Share Consideration, divided by (Y) $1.807.

In connection with the Merger and as a condition to Interwoven’s obligation to consummate the Merger, Issuer’s three largest shareholders, Venturos AS, Glastad Holding, Ltd. and Gezina AS have agreed to use the cash proceeds that they would receive in the Merger to purchase shares of Interwoven common stock in a private placement at $1.807 per share.

Pursuant to the Voting Agreements executed by the Shareholders other than Venturos AS, the Shareholders other than Venturos AS have agreed to take certain actions with respect to all shares of Issuer Common Stock held by them (the “Non-Venturos Shares”) as described below. Pursuant to the Voting Agreement executed by Venturos AS, Venturos AS has agreed to take certain actions with respect to a number of shares of Issuer Common Stock held by it that, together with the Non-Venturos Shares, would represent an aggregate of 45% of all issued and outstanding shares of Common Stock of Issuer as described below.

The Shareholders have, by executing Voting Agreements, agreed to vote all or, in the case of Venturos AS, a portion of the shares of Issuer Common Stock (the “Shares”) beneficially owned by them at every meeting of shareholders and on every action or approval by written consent in lieu of such meeting, to cause the Shares to be voted (i) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and (ii) against approval of any proposal made in opposition to or in competition with consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Issuer under the Merger Agreement or of the Shareholders under the Voting Agreements. The Stockholders may vote the

Page 4 of 6 Pages                

Shares on all other matters. The Voting Agreements terminate upon the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement and (ii) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VII thereof. Together with the Voting Agreements, the Shareholders delivered irrevocable proxies to Interwoven granting it the right to vote their shares of Issuer Common Stock in the manner similar to the obligations of the Shareholders under the Voting Agreements described above.

(c)     Not applicable.

(d)     It is anticipated that upon consummation of the Merger, the officers and directors of the Issuer shall be the current officers and directors of Maryland Sub, until their respective successors are duly elected or appointed and qualified.

(e)     Other than as a result of the Merger described in Item 3 and above in this Item 4, not applicable.

(f)     Not applicable.

(g)    Upon consummation of the Merger, the Articles of Incorporation of Issuer shall be amended and restated in their entirety to be identical to the Articles of Incorporation of Maryland Sub, except Article I of the amended and restated Articles of Incorporation shall read: “The name of the corporation is “MediaBin, Inc.” Upon consummation of the Merger, the Bylaws of Issuer shall be amended and restated in their entirety to be identical to the Bylaws of Maryland Sub.

(h) – (i)    If the Merger is consummated as planned, the Issuer Common Stock will be deregistered under the Act and delisted from the Oslo Stock Exchange.

(j)     Other than described above, Interwoven currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a) – (j) of Schedule 13D (although Interwoven reserves the right to develop such plans).

Item 5. Interest in Securities of the Issuer.

(a) – (b) As a result of the Voting Agreements, Interwoven may be deemed to be the beneficial owner of 4,000,813 shares of Issuer Common Stock, subject to adjustment to maintain Interwoven’s ability under the Voting Agreements to vote or direct the vote of a number of shares of Issuer Common Stock at no more and no less than 45.0% of the total outstanding shares of Issuer Common Stock. This number of shares currently represents approximately 45.0% of the issued and outstanding shares of Issuer Common Stock, based on the number of shares of Issuer Common Stock outstanding as of May 30, 2003 (as represented by the Issuer in the Merger Agreement discussed in Item 3 and Item 4 above). Interwoven may be deemed to have the shared power to vote the Shares with respect to the matters described above. However, Interwoven (i) is not entitled to any rights as a shareholder of Issuer as to the Shares and (ii) disclaims any beneficial ownership of the Shares. Nothing herein shall be deemed to be an admission by Interwoven as to the beneficial ownership of any Shares.

To Interwoven’s knowledge, no shares of Issuer Common Stock are beneficially owned by any of the persons named in Schedule A to this Schedule 13D.

(c)     To Interwoven’s knowledge, no transactions in the class of securities reported have been effected during the past sixty days by any person named pursuant to Item 2.

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(d)    To Interwoven’s knowledge, no person other than the Shareholders has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e)    Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Other than the Merger Agreement and the exhibits thereto, including the Voting Agreements, to the knowledge of Interwoven, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 (including Schedule A hereto) and between such persons and any person with respect to any securities of Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
The following documents are filed as exhibits:
Exhibit No.	Title
1	Agreement and Plan of Merger, dated as of May 30, 2003, by and among Interwoven, Inc., Maryland Acquisition Corporation and MediaBin, Inc. (incorporated by reference from Exhibit 2.1 to the MediaBin, Inc.’s Form 8-K dated May 30, 2003 and filed with the Securities and Exchange Commission on June 2, 2003).
2	Form of Voting Agreement, dated May 30, 2003, by and among Interwoven, Inc., Maryland Corporation and certain shareholders of MediaBin, Inc. (other than Venturos AS) (filed herewith as Exhibit 99.01).
3	Voting Agreement, dated May 30, 2003, by and among Interwoven, Inc., Maryland Corporation and Venturos AS. (filed herewith as Exhibit 99.02).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 6, 2003	INTERWOVEN, INC.
	By:	/s/    DAVID M. ALLEN
		David M. Allen Senior Vice President and Chief Financial Officer

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Schedule A

Directors and Executive Officers of Interwoven, Inc.

The following table sets for the name, business address and present principal occupation or employment of each director and executive officer of Interwoven, Inc. Except as indicated below, the business address of each person is c/o Interwoven, Inc., 803 11th Avenue, Sunnyvale, CA 94089. Each person listed below is a citizen of the United States.

Directors
Name and Address (as applicable)	Title/ Occupation
Martin W. Brauns	Chief Executive Officer and Chairman of the Board, Interwoven, Inc.
Kathryn C. Gould	Managing Member, Foundation Capital
Frank J. Fanzilli, Jr.	Independent Business Consultant
Ronald E.F. Codd	Independent Business Consultant
Anthony Zingale	Retired
Officers
Name	Title
Martin W. Brauns	Chief Executive Officer and Chairman of the Board
David M. Allen	Senior Vice President, Chief Financial Officer and Secretary
Alex Choy	Senior Vice President of Engineering
Jack S. Jia	Senior Vice President and Chief Technical Officer
Steven J. Martello	Senior Vice President of Client Services
John Bara	Senior Vice President of Marketing

Exhibit Index

No.	Title
99.01	Form of Voting Agreement, dated May 30, 2003, by and among Interwoven, Inc., Maryland Corporation and certain shareholders of MediaBin, Inc. (other than Venturos AS) (filed herewith as Exhibit 99.01).
99.02	Voting Agreement, dated May 30, 2003, by and among Interwoven, Inc., Maryland Corporation and Venturos AS. (filed herewith as Exhibit 99.02).

EX-99.01

Exhibit 99.01

VOTING AGREEMENT

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of May 30, 2003, between Interwoven, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of MediaBin, Inc., a Georgia corporation (“Company”).

RECITALS

A. Concurrently with the execution of this Agreement, Parent, Company and Maryland Acquisition Corp., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”) which provides for the merger of Merger Sub with and into Company (the “Merger”). Pursuant to the Merger, shares of common stock of Company, par value $0.01 per share (“Company Common Stock”) will be converted into the right to receive the Per Share Consideration in cash on the basis described in the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.

B. Shareholder is the record holder or beneficial owner of, or exercises voting power over, such number of outstanding shares of Company Common Stock as is indicated on the final page of this Agreement.

C. As a material inducement to enter into the Merger Agreement, Parent desires Shareholder to agree, and Shareholder is willing to agree, to vote the Shares (as defined below), and such other shares of capital stock of Company over which Shareholder has voting power, so as to facilitate consummation of the Merger.

In consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows:

1. AGREEMENT TO VOTE SHARES

1.1 Definitions. For purposes of this Agreement:

(a) Shares. The term “Shares” shall mean all issued and outstanding shares of Company Common Stock owned of record or beneficially by Shareholder or over which Shareholder exercises voting power, in each case, as of the record date (the “Record Date”) for persons entitled (i) to receive notice of, and to vote at the meeting of the shareholders of Company called for the purpose of voting on the matters referred to in Section 1.2, or (ii) to take action by written consent of the shareholders of Company with respect to the matters referred to in Section 1.2. Shareholder agrees that any shares of capital stock of Company that Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership or over which Shareholder exercises voting power after the execution of this Agreement and prior to the date of termination of this Agreement pursuant to Section 3 below

shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares on the date hereof.

(b) Subject Securities. The term “Subject Securities” shall mean: (i) all securities of Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock beneficially owned by Shareholder as of the date of this Agreement; and (ii) all additional securities of Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Shareholder acquires ownership during the period from the date of this Agreement through the earlier of termination of this Agreement pursuant to Section 3 below or the Record Date.

1.2 Agreement to Vote Shares. Shareholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement (the “Effective Time”) and (ii) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of Company, however called, or in connection with any written consent of the shareholders of Company, Shareholder will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares:

(1) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the other actions contemplated by the Merger Agreement and any actions required in furtherance thereof;

(2) against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of the Shareholder under this Agreement.

Shareholder further agrees not to enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2.

1.3. Transfer and Other Restrictions. Prior to the termination of this Agreement, each Shareholder agrees not to, directly or indirectly:

(i) except pursuant to the terms of the Merger Agreement, (A) offer, sell, pledge, hypothecate, grant any option to purchase, make any short sale, encumber, transfer or otherwise dispose; or (B) enter into an agreement or commitment providing for the offer, sale, pledge, hypothecation, grant of any option to purchase, making any

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short sale, encumbrance, transfer or disposition of, any of the Subject Securities or any interest therein except as provided in Section 1.2 hereof;

(ii) grant any proxy, power of attorney, deposit any Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except with the Parent; or

(iii) take any other action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or would have the effect of preventing or disabling Shareholder from performing its obligations under this Agreement.

1.4 Irrevocable Proxy. Concurrently with the execution of this Agreement, Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit I (the “Proxy”), which shall be irrevocable, with respect to the Shares, subject to the other terms of this Agreement.

1.5 Appraisal Rights. Shareholder agrees not to exercise any rights of appraisal and any dissenters’ rights that Shareholder may have (whether under applicable law, including the Business Corporation Code of the State of Georgia, or otherwise) or could potentially have or acquire in connection with the Merger.

1.6 Non-Solicitation. Shareholder has read the non-solicitation restrictions in Section 5.3 of the Merger Agreement and agreed it will not take any action prohibited of the Company in such Section.

1.7 No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by Shareholder of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of Shareholder who is a director of the Company with respect to, any action which may be taken or omitted by Shareholder acting in Shareholder’s fiduciary capacity as a director of the Company.

2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

(a) Shareholder is the record and beneficial owner of, or Shareholder exercises voting power over, the shares of Company Common Stock indicated on the final page of this Agreement, which, on and as of the date hereof, are free and clear of any Encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement. The number of Shares set forth on the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the Shareholder holds no options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest in or voting rights with respect to any securities of the Company.

(b) Shareholder has the requisite capacity, power and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation by such Shareholder

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of the transactions contemplated by this Agreement have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, and (ii) for the limitations imposed by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation which would result in the creation of any Encumbrance upon any of the Shares owned by such Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Shareholder or any Shares owned by such Shareholder. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Governmental Entity is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated by this Agreement, except for applicable requirements, if any, of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement. Prior to the approval of Company’s Board of Directors of this Agreement, Shareholder and Parent had no agreement, arrangement or understanding with respect to the voting of any of Shareholder’s securities of the Company.

3. TERMINATION

This Agreement shall terminate and shall have no further force or effect as of the first to occur of (i) the Effective Time and (ii) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VII thereof.

4. MISCELLANEOUS

4.1 Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

4.2 Binding Effect and Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party hereto. Subject to the preceding sentence, this Agreement shall be

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binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Section shall be void.

4.3 Amendments and Modification; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by the Parent and Shareholder. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other.

4.4 Specific Performance; Injunctive Relief; Attorneys Fees. The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Shareholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity. If any action, suit or other proceeding (whether at law, in equity or otherwise) is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover, in addition to any other remedy granted to such party therein, all such party’s costs and attorneys fees incurred in connection with the prosecution or defense of such action, suit or other proceeding.

4.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) if delivered by a nationally recognized courier service. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) if to Parent, to:

Interwoven, Inc.

803 11^th Avenue

Sunnyvale, CA 94089

Attention: David Allen

Facsimile No.: 408-774-2002

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with a copy to:

Fenwick & West LLP

275 Battery Street

San Francisco, California 94111

Attention: John S.W. Park

Facsimile No.: 415-281-1350

If to Shareholder, to the address for notice set forth next to its name on the signature page hereto.

with a copy to:

Morris, Manning & Martin, LLP

6000 Fairview Road

Suite 1125

Charlotte, North Carolina 28210

Attention: Bob Donlon

Facsimile No.: 704/554-7070

4.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

4.7 Entire Agreement. This Agreement, the Merger Agreement and the Proxy granted hereunder constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

4.8 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

4.9 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed by their duly authorized respective officers as of the date first above written.

INTERWOVEN, INC.
By:	/s/    MARTIN W. BRAUNS
Name:	Martin W. Brauns
Title:	Chief Executive Officer

SHAREHOLDER:

[SHAREHOLDER]*

By:

Name:

Title:

Shareholder’s Address for Notice:

[Address]

Outstanding shares of Company Common

Stock held of record or beneficially owned by Shareholder or over which Shareholder exercises voting power:

*

*See the attached “Schedule of Omitted Details” for signature blocks of each shareholder who was a signatory to this form of Voting Agreement.

EXHIBIT I

IRREVOCABLE PROXY

The undersigned shareholder (the “Shareholder”) of MediaBin, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints and constitutes the executive officers of Interwoven, Inc., a Delaware corporation (“Parent”), and each of them (collectively, the “Proxyholders”), the agents, attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to the shares of Company Common Stock which are listed below (the “Shares”), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof and prior to the date this proxy terminates, to vote the Shares as follows: the Proxyholders named above are empowered at any time prior to termination of this proxy to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company shareholders, and in every written consent in lieu of such a meeting, or otherwise, (i) in favor of adoption of the Agreement and Plan of Merger (the “Merger Agreement”) among Parent, Maryland Acquisition Corp. and Company, and the approval of the merger of Maryland Acquisition Corp. with and into Company (the “Merger”), and (ii) against approval of any proposal made in opposition to or in competition with consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of the Shareholder under the voting agreement between Parent and Shareholder (the “VotingAgreement”).

The Proxyholders may not exercise this proxy on any other matter. The Shareholder may vote the Shares on all such other matters. The proxy granted by the Shareholder to the Proxyholders hereby is granted as of the date of this Irrevocable Proxy in order to secure the obligations of the Shareholder set forth in Section 1 of the Voting Agreement, and is irrevocable and coupled with an interest in such obligations and in the interests in Company to be purchased and sold pursuant the Merger Agreement.

This proxy will terminate upon the termination of the Voting Agreement in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares, any other shares of Company Common Stock listed below, and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given until such time as this proxy shall be terminated in accordance with its terms. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned Shareholder authorizes the Proxyholders to file this proxy and any substitution or revocation of substitution with the Secretary of the Company and with any Inspector of Elections at any meeting of the shareholders of the Company.

This proxy is irrevocable and shall survive the insolvency, incapacity, death or liquidation of the undersigned.

Dated: May 30, 2003.

*

Signature

*

Name (and Title)

Shares of Company Common Stock held of record by or beneficially owned by the Shareholder or over which the Shareholder exercises voting power:

*

*See the attached “Schedule of Omitted Details” for signature blocks of each shareholder who was a signatory to this form of Proxy.

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Schedule of Omitted Details

The following schedule presents the signature blocks for each shareholder who signed a form of this Voting Agreement, each of which is omitted from the accompanying form of Voting Agreement (the “Voting Agreement”) and the Proxy, which is attached as “Exhibit I” to the Voting Agreement (the “Proxy”).

A. This following information is omitted from the form of Voting Agreement filed herewith on the signature page of the Voting Agreement for each shareholder:

SHAREHOLDER: DAVID MORAN
By:	/s/    DAVID MORAN
Name: Title:	David Moran
Shareholder’s Address for Notice:
	Address Omitted

Outstanding shares of Company Common

Stock held of record or beneficially owned by Shareholder or over which Shareholder exercises voting power:

2,200 shares

* * * * *

SHAREHOLDER: HAINES HARGRETT
By:	/s/    HAINES HARGRETT
Name: Title:	Haines Hargrett
Shareholder’s Address for Notice:
	Address Omitted

Outstanding shares of Company Common

Stock held of record or beneficially owned by Shareholder or over which Shareholder exercises voting power:

2,500 shares        

* * * * *

SHAREHOLDER:
BURTON SMITH
By:	/s/    BURTON SMITH
Name	Burton Smith
Title:
Shareholder’s Address for Notice:
Address Omitted

Outstanding shares of Company Common

Stock held of record or beneficially owned by Shareholder or over which Shareholder exercises voting power:

450 shares

B. This following information is omitted from the form of Voting Agreement filed herewith on the signature page of the Proxy for each shareholder:

/s/    DAVID MORAN        

Signature

David Moran

Name (and Title)

Shares of Company Common Stock held of record by or beneficially owned by the Shareholder or over which the Shareholder exercises voting power:        

2,200 shares

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* * * * *

/s/    HAINES HARGRETT         

Signature

Haines Hargrett

Name (and Title)

Shares of Company Common Stock held of record by or beneficially owned by the Shareholder or over which the Shareholder exercises voting power:

2,500 shares

* * * * *

/s/    BURTON SMITH        

Signature

Burton Smith

Name (and Title)

Shares of Company Common Stock held of record by or beneficially owned by the Shareholder or over which the Shareholder exercises voting power:

450 shares

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EX-99.02

Exhibit 99.02

VOTING AGREEMENT

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of May 30, 2003, between Interwoven, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of MediaBin, Inc., a Georgia corporation (“Company”).

RECITALS

A. Concurrently with the execution of this Agreement, Parent, Company and Maryland Acquisition Corp., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”) which provides for the merger of Merger Sub with and into Company (the “Merger”). Pursuant to the Merger, shares of common stock of Company, par value $0.01 per share (“Company Common Stock”) will be converted into the right to receive the Per Share Consideration in cash on the basis described in the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.

B. Shareholder is the record holder or beneficial owner of, or exercises voting power over, such number of outstanding shares of Company Common Stock as is indicated on the final page of this Agreement.

C. As a material inducement to enter into the Merger Agreement, Parent desires Shareholder to agree, and Shareholder is willing to agree, to vote certain of the Shares (as defined below), and such other shares of capital stock of Company over which Shareholder has voting power, so as to facilitate consummation of the Merger.

In consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows:

1. AGREEMENT TO VOTE SHARES

1.1 Definitions. For purposes of this Agreement:

(a) Shares. The term “Shares” shall mean all issued and outstanding shares of Company Common Stock owned of record or beneficially by Shareholder or over which Shareholder exercises voting power, in each case, as of the record date (the “Record Date”) for persons entitled (i) to receive notice of, and to vote at the meeting of the shareholders of Company called for the purpose of voting on the matters referred to in Section 1.2, or (ii) to take action by written consent of the shareholders of Company with respect to the matters referred to in Section 1.2. Shareholder agrees that any shares of capital stock of Company that Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership or over which Shareholder exercises voting power after the execution of this Agreement and prior to the date of termination of this Agreement pursuant to Section 3 below

shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares on the date hereof.

(b) Subject Securities. The term “Subject Securities” shall mean: (i) all securities of Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock beneficially owned by Shareholder as of the date of this Agreement; and (ii) all additional securities of Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Shareholder acquires ownership during the period from the date of this Agreement through the earlier of termination of this Agreement pursuant to Section 3 below or the Record Date.

1.2 Agreement to Vote Shares. Shareholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement (the “Effective Time”) and (ii) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of Company, however called, or in connection with any written consent of the shareholders of Company, Shareholder will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares such shares as represent 45% of all issued and outstanding shares of Company Common Stock as of the Record Date:

(1) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the other actions contemplated by the Merger Agreement and any actions required in furtherance thereof;

(2) against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of the Shareholder under this Agreement.

Shareholder further agrees not to enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2.

1.3. Transfer and Other Restrictions. Prior to the termination of this Agreement, each Shareholder agrees not to, directly or indirectly:

(i) except pursuant to the terms of the Merger Agreement, (A) offer, sell, pledge, hypothecate, grant any option to purchase, make any short sale, encumber, transfer or otherwise dispose; or (B) enter into an agreement or commitment providing

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for the offer, sale, pledge, hypothecation, grant of any option to purchase, making any short sale, encumbrance, transfer or disposition of, any of the Subject Securities or any interest therein except as provided in Section 1.2 hereof;

(ii) grant any proxy, power of attorney, deposit any Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except with the Parent; or

(iii) take any other action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or would have the effect of preventing or disabling Shareholder from performing its obligations under this Agreement.

1.4 Irrevocable Proxy. Concurrently with the execution of this Agreement, Shareholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit I (the “Proxy”), which shall be irrevocable, with respect to the Shares, subject to the other terms of this Agreement.

1.5 Appraisal Rights. Shareholder agrees not to exercise any rights of appraisal and any dissenters’ rights that Shareholder may have (whether under applicable law, including the Business Corporation Code of the State of Georgia, or otherwise) or could potentially have or acquire in connection with the Merger.

1.6 Non-Solicitation. Shareholder has read the non-solicitation restrictions in Section 5.3 of the Merger Agreement and agreed it will not take any action prohibited of the Company in such Section.

1.7 No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by Shareholder of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of Shareholder who is a director of the Company with respect to, any action which may be taken or omitted by Shareholder acting in Shareholder’s fiduciary capacity as a director of the Company.

2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

(a) Shareholder is the record and beneficial owner of, or Shareholder exercises voting power over, the shares of Company Common Stock indicated on the final page of this Agreement, which, on and as of the date hereof, are free and clear of any Encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement. The number of Shares set forth on the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the Shareholder holds no options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest in or voting rights with respect to any securities of the Company.

(b) Shareholder has the requisite capacity, power and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement. The execution

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and delivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, and (ii) for the limitations imposed by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation which would result in the creation of any Encumbrance upon any of the Shares owned by such Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Shareholder or any Shares owned by such Shareholder. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Governmental Entity is required by or with respect to such Shareholder in connection with the execution and delivery of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated by this Agreement, except for applicable requirements, if any, of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement. Prior to the approval of Company’s Board of Directors of this Agreement, Shareholder and Parent had no agreement, arrangement or understanding with respect to the voting of any of Shareholder’s securities of the Company.

3. TERMINATION

This Agreement shall terminate and shall have no further force or effect as of the first to occur of (i) the Effective Time and (ii) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VII thereof.

4. MISCELLANEOUS

4.1 Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

4.2 Binding Effect and Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written

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consent of the other party hereto. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Section shall be void.

4.3 Amendments and Modification; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by the Parent and Shareholder. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other.

4.4 Specific Performance; Injunctive Relief; Attorneys Fees. The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Shareholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity. If any action, suit or other proceeding (whether at law, in equity or otherwise) is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover, in addition to any other remedy granted to such party therein, all such party’s costs and attorneys fees incurred in connection with the prosecution or defense of such action, suit or other proceeding.

4.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) if delivered by a nationally recognized courier service. Subject to the foregoing, all notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) if to Parent, to:

Interwoven, Inc.

803 11^th Avenue

Sunnyvale, CA 94089

Attention: David Allen

Facsimile No.: 408-774-2002

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with a copy to:

Fenwick & West LLP

275 Battery Street

San Francisco, California 94111

Attention: John S.W. Park

Facsimile No.: 415-281-1350

If to Shareholder, to the address for notice set forth next to its name on the signature page hereto.

with a copy to:

Morris, Manning & Martin, LLP

6000 Fairview Road

Suite 1125

Charlotte, North Carolina 28210

Attention: Bob Donlon

Facsimile No.: 704/554-7070

4.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

4.7 Entire Agreement. This Agreement, the Merger Agreement and the Proxy granted hereunder constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

4.8 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

4.9 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

* * * * *

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IN WITNESS WHEREOF, The Parties Hereto Have Caused This Voting Agreement To Be Executed By Their duly authorized respective officers as of the date first above written.

INTERWOVEN, INC.
By:	/s/     MARTIN W. BRAUNS
Name:	Martin W. Brauns
Title:	Chief Executive Officer

SHAREHOLDER:

VENTUROS AS

By:	/s/    RUNE DYBESLAND
Name: Title:	Rune Dybesland Chief Financial Officer

Shareholder’s Address for Notice:

Venturos AS

P.O. Box 1508 Vika

N-0117 Oslo, Norway

Outstanding shares of Company Common

Stock held of record or beneficially owned by Shareholder or over which Shareholder exercises voting power:

5,303,682

Exhibit I

IRREVOCABLE PROXY

The undersigned shareholder (the “Shareholder”) of MediaBin, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints and constitutes the executive officers of Interwoven, Inc., a Delaware corporation (“Parent”), and each of them (collectively, the “Proxyholders”), the agents, attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to the shares of Company Common Stock which are listed below that represent 45% of all issued and outstanding shares of Company Common Stock as of the record date for the shareholder meeting or written consent in lieu of such a meeting described below (the “Shares”), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof and prior to the date this proxy terminates, to vote the Shares as follows: the Proxyholders named above are empowered at any time prior to termination of this proxy to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company shareholders, and in every written consent in lieu of such a meeting, or otherwise, (i) in favor of adoption of the Agreement and Plan of Merger (the “Merger Agreement”) among Parent, Maryland Acquisition Corp. and Company, and the approval of the merger of Maryland Acquisition Corp. with and into Company (the “Merger”), and (ii) against approval of any proposal made in opposition to or in competition with consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of the Shareholder under the voting agreement between Parent and Shareholder (the “VotingAgreement”).

The Proxyholders may not exercise this proxy on any other matter. The Shareholder may vote the Shares on all such other matters. The proxy granted by the Shareholder to the Proxyholders hereby is granted as of the date of this Irrevocable Proxy in order to secure the obligations of the Shareholder set forth in Section 1 of the Voting Agreement, and is irrevocable and coupled with an interest in such obligations and in the interests in Company to be purchased and sold pursuant the Merger Agreement.

This proxy will terminate upon the termination of the Voting Agreement in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares, any other shares of Company Common Stock listed below, and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given until such time as this proxy shall be terminated in accordance with its terms. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned Shareholder authorizes the Proxyholders to file this proxy and any substitution or revocation of substitution with the Secretary of the Company and with any Inspector of Elections at any meeting of the shareholders of the Company.

This proxy is irrevocable and shall survive the insolvency, incapacity, death or liquidation of the undersigned.

Dated: May 30, 2003.

/s/    RUNE DYBESLAND        

Signature

Rune Dybesland, Chief Financial Officer

Name (and Title)

Shares of Company Common Stock held of record by or beneficially owned by the Shareholder or over which the Shareholder exercises voting power:

5,303,682

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