STOCKHOLDER AGREEMENT



     AGREEMENT, dated as of May 21, 2000 among Vignette Corporation, a Delaware

corporation ("Buyer"), and the holders of the shares of common stock, par value

$.001 per share, of OnDisplay, Inc., a Delaware corporation (the "Company"),

listed on the signature pages hereof (each a "Stockholder").



     WHEREAS, in order to induce Buyer and Wheels Acquisition Corp. to enter

into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger

Agreement"), with Company, Buyer has requested each Stockholder, and each

Stockholder has agreed, to enter into this Agreement with respect to the number

of shares of common stock of the Company set forth next to such Stockholder's

name on the signature pages hereto (the "Shares").



     NOW, THEREFORE, the parties hereto agree as follows:



                                   ARTICLE 1

             GRANT OF PROXY; VOTING AGREEMENT; AGREEMENT TO TENDER



     SECTION 1.01. Voting Agreement. Each Stockholder hereby agrees to vote all

Shares that such Stockholder is entitled to vote at the time of any vote to

approve and adopt the Merger Agreement, the Merger and all agreements related

to the Merger and any actions related thereto at any meeting of the

stockholders of the Company, and at any adjournment thereof, at which such

Merger Agreement and other related agreements (or any amended version thereof),

or such other actions, are submitted for the consideration and vote of the

stockholders of the Company. Each Stockholder hereby agrees that it will not

vote any Shares in favor of the approval of any (i) Acquisition Proposal, (ii)

reorganization, recapitalization, liquidation or winding up of the Company or

any other extraordinary transaction involving the Company, (iii) corporate

action the consummation of which would frustrate the purposes, or prevent or

delay the consummation, of the Offer, the Merger or any other transactions

contemplated by the Merger Agreement or (iv) other matter relating to, or in

connection with, any of the foregoing matters.



     SECTION 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and

all previous proxies granted with respect to the Shares. By entering into this

Agreement, each Stockholder hereby grants a proxy appointing Buyer as such

Stockholder's attorney-in-fact and proxy, with full power of substitution, for

and in such Stockholder's name, to vote, express, consent or dissent, or

otherwise to



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utilize such voting power in the manner contemplated by Section 1.01 above as

Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper

with respect to the Shares (including the right to sign its name (as

stockholder) to any consent, certificate or other document relating to the

Company that the law of the State of Delaware may permit or require.) The proxy

granted by each Stockholder pursuant to this Article 1 is irrevocable and is

granted in consideration of Buyer entering into this Agreement and the Merger

Agreement and incurring certain related fees and expenses. The proxy granted by

each Stockholder shall be revoked only upon termination of this Agreement in

accordance with its terms.



     SECTION 1.03. Agreement to Tender. Each Stockholder hereby agrees to

tender, upon the request of Buyer (and agrees that it will not withdraw),

pursuant to and in accordance with the terms of the Offer, the Shares. Within

five business days after the commencement of the Offer, each Stockholder shall

(x) deliver to the depositary designated in the Offer (i) a letter of

transmittal with respect to the Shares complying with the terms of the Offer,

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