THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Witness Systems, Inc. (WITS)

4/13/2006 Proxy Information

Related Party Transactions

Terence H. Osborne, a member of our Board of Directors, served as a director of Dendrite International, Inc. until February of 2006. Dendrite is a customer of the Company, and at December 31, 2005, we had accounts receivable from Dendrite of approximately $55,000.00. Dendrite placed orders with us in 2005 totaling $120,701.83.

William Evans, our chief financial officer, serves as a director of Spherion Corporation. Spherion is a customer of the Company, and at December 31, 2005, we had accounts receivable from Spherion of approximately $2,660.00. Spherion placed orders with us in 2005 totaling approximately $170,000.00.

Indebtedness of Management

In accordance with Section 402 of the Sarbanes-Oxley Act of 2002, we do not extend or arrange for the extension of credit in the nature of personal loans to our directors or executive officers.

Policy on Future Transactions

Our Board of Directors has adopted a resolution whereby all future transactions with related parties must be approved by a majority of the Board of Directors including a majority of the independent and disinterested members of the Board of Directors or a majority of the disinterested stockholders and must be on terms no less favorable to us than could be obtained from unaffiliated third parties.