Reseller Agreement - Broadvision Inc. and Corio Inc.


Contract No ____________

                               RESELLER AGREEMENT

This Reseller Agreement ("Agreement") is made and entered into as of this 8th
day of November 1999, between BroadVision, Inc. ("BroadVision") and

Company Corio, Inc.
        ("Reseller")
Address 700 Bay Road, Suite 210
        Redwood City, CA 94063

This Reseller Agreement is attached to and incorporated by reference into that
certain Master Agreement dated the date hereof between Reseller and BroadVision
(the "Master Agreement"). Terms defined in the Master Agreement and used herein
shall have the respective meanings ascribed to them in the Master Agreement. In
consideration of the mutual covenants and conditions contained in this Agreement
and in the Master Agreement, the parties agree as stated herein. The following
attachments, required when applicable, are also part of this Agreement:

        A.      Scope of License

        B.      Current Licensing Practices

        C.      Required Provisions of Sublicenses

        D.      Support Escalation Procedure

        E.      Master Preferred Escrow Agreement

1.      LICENSE.

        A.      DEVELOPER LICENSE. BroadVision hereby grants to Reseller a
                nonexclusive and nontransferable license ("Developer License"),
                subject to the terms and conditions of this Agreement, to use
                the object code for the Software. For the purpose of this
                Agreement, "Software" shall mean the software products set forth
                in Attachment A, including all versions, including current,
                previous, and subsequent versions, of all software products,
                together with operating instructions, user manuals, training
                material, and other documentation as BroadVision supplies to
                Reseller. Reseller's sole permitted uses of a Developer License
                shall be to develop and demonstrate the application software
                products and/or systems listed in Attachment A ("the
                Application") that it intends to license to end-user customers
                ("End-Users"). Reseller's use of Developer Licenses shall be in
                a manner consistent with Attachment B. Developer Licenses may
                not be used to operate production versions of the Application,
                or any other Reseller or End-User programs on a production
                basis.

        B.      END-USER LICENSE. BroadVision also grants to Reseller a
                nonexclusive and nontransferable license to sublicense and
                distribute the Software to its End-Users, on a nonexclusive and
                nontransferable basis ("End-User License"), on Reseller's
                servers in a hosted environment for use solely in conjunction
                with the Application, in the geographic areas specified in
                Attachment A ("Territory"). Reseller shall require each
                End-User, before it may use or install the Application, to
                execute a written license agreement containing, at a minimum,
                the required provisions specified in Attachment C. Reseller
                shall indemnify BroadVision for all damages caused by Reseller's
                failure to include required terms in its sublicense agreements
                with its End-Users. Reseller may also obtain End-User Licenses
                for its own use, in the event that it itself intends to operate
                production versions of the Software; such End-User Licenses
                shall be governed by the terms and conditions of this Agreement,
                as if Reseller had sublicensed to an End-User.

        C.      PROHIBITED USES. Reseller may not (a) rent, lease, or loan the
                Software other than allowed for in this Agreement; (b)
                electronically transmit the Software over a network except as
                necessary for Reseller's licensed use of the Software; (c) use
                run-time versions of third-party products embedded in the
                Software, if any, for any use other than the intended use of the
                Software, (d) modify, disassemble, decompile, or reverse
                engineer the Software; (e) transfer possession of any copy of
                the Software to another party, except as expressly permitted
                herein; (f) sublicense or permit the Software to be sublicensed
                to any governmental entity without BroadVision's prior written
                consent; or (g) use the Software in any way not expressly
                provided for in this Agreement. There are no implied licenses.
                Reseller agrees not to exceed the scope of the licenses granted
                herein. Reseller acknowledges and agrees that BroadVision may,
                at any time without notice, incorporate license management
                software into the Software to prevent Reseller or End Users from
                exceeding the scope of their respective licenses.

2.      PAYMENT, PRICES. Except as set forth in the Master Agreement:

        A.      For Developer Licenses, consulting, training, and documentation,
                invoices shall be issued upon delivery of the products or
                services, unless agreed to the contrary, and shall be due and
                payable in United States currency upon receipt by Reseller.

* Certain information on this page has been omitted and filed 
  separately with the Commission. Confidential treatment has 
  been requested with respect to the omitted portions.
                                                                     Page 1 of 8
   2
                Payment shall be overdue thirty (30) days after the delivery
                date specified on the invoice.

        B.      Within thirty (30) days of delivery of each copy of the Software
                from BroadVision to Reseller or the End-User, or from Reseller
                to the End-User if Reseller has reproduction rights as set forth
                in Section 2.D below, Reseller shall pay BroadVision the
                applicable license or sublicense fee as set forth in the Master
                Agreement and as reported in Section 3 herein. Reseller is free
                to determine unilaterally its own sublicense fees to its
                End-Users. RESELLER'S OBLIGATION TO PAY SUBLICENSE FEES TO
                BROADVISION IS NOT CONTINGENT UPON RESELLER'S COLLECTION FROM
                ITS END-USERS.

        C.      Technical support fees are due annually in advance of the
                anniversary date of each Developer License and End-User License,
                including the first year, since BroadVision's technical support
                fees are not bundled together with license fees. The annual
                price for technical support for Developer Licenses shall be
                BroadVision's then-current price for such services. Reseller
                may, at its option, make all technical support fees payable a
                common anniversary date, in which case only a prorated portion
                of the technical support fee shall be due immediately upon
                delivery of the license or sublicense.

        D.      Software will be shipped FOB BroadVision's facility in Redwood
                City, California, U.S.A., by commercial surface transportation.
                Transportation charges in excess of such rates will be billed to
                Reseller. Except to the extent prohibited by law or contract,
                BroadVision will permit Reseller to obtain its initial copy of
                the Software by FTP transfer over the Internet in accordance
                with instructions provided by BroadVision. Reseller will
                download the initial copy of the Software promptly after
                execution of this Agreement and will thereafter download any
                separately priced version of Software promptly after the
                issuance of its purchase order to BroadVision for such version.
                Reseller will promptly notify BroadVision if it makes any copies
                of the Software as downloaded if such copy would require the
                payment of additional fees to BroadVision. Software shall be
                deemed accepted upon delivery. Reseller may produce its own
                copies of the Software for delivery to End-Users from a master
                copy provided by BroadVision so long as it notifies BroadVision
                in writing of any copies that it makes for such purpose and pays
                any applicable fees.

        E.      The prices stated in BroadVision quotations are exclusive of any
                federal, state, municipal, value-added, foreign withholding or
                other governmental taxes, duties, fees, excises, or tariffs now
                or hereafter imposed on the production, storage, licensing,
                sale, transportation, import, export, or use of the Software or
                any improvements, alterations, or amendments to the Software.
                Reseller shall be responsible for, and if necessary reimburse,
                BroadVision for all such taxes, duties, fees, excises, or
                tariffs, except for governmental or local taxes imposed on
                BroadVision's corporate net income. Overdue payments shall be
                subject to a finance charge of one and one-half percent (1 1/2%)
                for each month or fraction thereof that the invoice is overdue,
                or the highest interest rate permitted by applicable law,
                whichever is lower. BroadVision shall also be reimbursed for its
                collection costs in the event of late payments, including
                reasonable attorney's fees.

3.      REPORTING.

        Except as set forth in the Master Agreement, each month Reseller, within
        fifteen (15) days following the end of such month, shall provide
        BroadVision a report including the following:

                i.      a list of each End-User License delivered and each
                        End-User agreement executed, specifying the name and
                        location of the sublicensee;

                ii.     a detailed account of all fees due to BroadVision under
                        this Agreement.

4.      SOFTWARE MAINTENANCE.

        A.      BroadVision agrees to provide Reseller with software maintenance
                subject to the provisions and conditions listed below. Reseller
                shall be solely responsible for installing and supporting its
                Customers; BroadVision will refer back to Reseller any questions
                BroadVision receives from Customers.

                i.      Software maintenance shall include (i) telephone and
                        electronic mail support provided during BroadVision's
                        normal working hours, and (ii) standard releases
                        containing improvements or modifications to the Software
                        that BroadVision provides to its maintenance customers
                        generally where such improvements or modifications are
                        not priced as separate new products or options
                        ("Standard Release"). A copy of BroadVision's support
                        escalation

                                                                     Page 2 of 8
   3
                        procedure, including targeted response times, is set
                        forth in Attachment D hereto.

                ii.     BroadVision shall provide software maintenance for any
                        Standard Release only until one year after shipment of
                        the subsequent Standard Release.

                iii.    Reseller shall designate one Support Contact Person for
                        each Customer, who shall be responsible for
                        communicating support issues to BroadVision; provided,
                        that in no event may the total number of such Support
                        Contact Persons exceed eight (8) unless otherwise agreed
                        by BroadVision. Reseller agrees to provide BroadVision
                        with timely written notification containing all details
                        of software problems necessary for BroadVision to
                        diagnose such problems. Reseller agrees to cooperate
                        fully in providing BroadVision with Reseller's source
                        code, in machine-readable form, and other materials
                        necessary to reproduce a reported software problem.
                        Subject to Reseller's security requirements, Reseller
                        agrees to provide BroadVision reasonable direct or
                        remote access and test time on Reseller's BroadVision
                        system, for the purpose of diagnosing reported software
                        problems. If BroadVision provides on-site services at
                        Reseller's request in connection with software
                        maintenance, Reseller shall reimburse BroadVision for
                        all travel and other reasonable out-of-pocket expenses
                        incurred with respect to such services.

                iv.     Software maintenance will also include any patch
                        releases ("Patch Releases") that BroadVision makes
                        available to its maintenance customers generally. Patch
                        Releases are intended to address material deviations
                        between the Software and its published specifications
                        until a Standard Release can be made available. Reseller
                        may install Patch Releases at its option.

                v.      BroadVision shall not be responsible for maintaining
                        Software that fails to comply with its published
                        specifications if such non-compliance is the result of
                        modification of the Software by Reseller or third
                        parties. If BroadVision expends its time on a
                        noncompliance found to be the result of any of the
                        preceding or due to the operation of the Application,
                        Reseller shall pay BroadVision for such time at
                        BroadVision's then-current hourly consulting rate.

        B.      BroadVision will give Reseller at least sixty days advance
                notice of the expiration of the applicable annual maintenance
                period and the annual maintenance fees for the ensuing annual
                maintenance period. Such prices will be determined in accordance
                with the Master Agreement and this Agreement. Reseller may renew
                maintenance for all (but not less than all) copies of the
                Software licensed to it by giving BroadVision written notice of
                such renewal on or before the beginning of the applicable
                maintenance renewal period. In the event of termination for
                Reseller's breach or Reseller's convenience, all maintenance
                fees shall be immediately due and payable without notice; in the
                event of termination for any other reason, Reseller shall be
                entitled to a refund of maintenance fees already paid, prorated
                for the unused portion of such fees. If BroadVision determines
                that it is in its best interests to cease providing its
                customers generally with maintenance for any or all of the
                Software, BroadVision may discontinue its maintenance
                obligations to Reseller (and to Reseller's Customers if
                BroadVision exercises its rights under Section 12 hereof) with
                respect to such Software by giving Reseller at least one year's
                prior written notice of such discontinuance.

        C.      Annual software maintenance fees are due and payable in advance;
                in all other respects payments are subject to the terms and
                conditions of the Agreement.

        D.      If Reseller initially declines software maintenance and then
                subsequently elects to commence maintenance, or if maintenance
                for an item of Software is discontinued at Reseller's request
                and then subsequently renewed, Reseller shall pay the
                maintenance fees that would have been due for the period during
                which maintenance was not provided.

5.      CONDUCT.

        A.      Reseller shall employee the highest reasonable professional
                standards in selling and supporting the Application, and shall
                avoid deceptive, misleading, or unethical practices that may be
                detrimental to BroadVision or to the Software. Reseller
                personnel shall obtain training from BroadVision, at
                BroadVision's then-current standard rates, in the proper use of
                the Software, and shall provide, or arrange for BroadVision to
                provide, such training to Customers where appropriate. Reseller
                and BroadVision shall

                                                                     Page 3 of 8



   4
                comply with all laws applicable to the subject matter of this
                Agreement. Failure to honor the terms of this section shall
                constitute a material breach of this Agreement; provided,
                however, that prior to BroadVision terminating this Agreement
                for any such failure, BroadVision and Reseller will promptly
                attempt to resolve any disagreement over such failure in good
                faith.

        B.      Subject to the terms and conditions of this Agreement,
                BroadVision hereby grants to Reseller a non-exclusive,
                non-transferable, non-sublicenseable license to use the
                BroadVision trademarks, trade names, and logos (the "Marks") to
                advertise the Software in the Territory. Reseller acknowledges
                BroadVision's ownership and exclusive rights in the Marks.
                Reseller's use of the Marks shall inure to the benefit of
                BroadVision. Reseller shall not attempt to register the Marks or
                adopt, use or attempt to register any confusingly similar marks.
                BroadVision may immediately terminate this trademark license if
                Reseller's use of the Marks does not conform to BroadVision's
                then-current standards and usage policy. Reseller shall state at
                the first instance of each use of a Mark that the Mark is
                BroadVision's trademark and include the symbols TM or (R) as
                appropriate. Reseller shall not use any trademark, word, symbol,
                letter or design in combination with the Marks in any manner
                which would create a combination mark.

        C.      Unless otherwise requested by BroadVision, Reseller shall ensure
                that the phrase "Personalized by BroadVision One-To-One" shall
                appear on the logon screen, splash screen, or other first view
                of the Application seen by consumers or other end-users when
                they enter the Application and will use all commercially
                reasonable efforts to obtain the consent of Customers to the
                foregoing in connection with their respective uses of the
                Application. The above phrase shall be a hypertext link to a URL
                specified by BroadVision. Reseller's use of the phrase shall be
                in accordance with BroadVision's guidelines for use of the mark.

6.      TITLE TO SOFTWARE.

        Reseller shall include BroadVision's copyright or proprietary rights
        notice on any copies of the Software or associated documentation,
        including copyright or proprietary rights notices of third parties that
        are included on media or in documentation provided by BroadVision.
        Reseller acknowledges that the Software is the property of BroadVision
        or its licensors.

        Subject to BroadVision's ownership of any materials or technology
        provided to Reseller, including without limitation the Software, the
        results of all development efforts made solely by Reseller, including
        all intellectual property rights in any software interface coding or
        programs created solely by Reseller during the term of this Agreement to
        enable the Software to operate within Reseller's hosted environment
        ("Developments"), shall be owned by Reseller, unless otherwise agreed or
        unless such Developments are supported on an ongoing basis by
        BroadVision, in which case BroadVision will have or retain all ownership
        rights, including intellectual property rights in the Developments. To
        the extent that BroadVision would otherwise have a claim of ownership in
        Developments, BroadVision hereby assigns all rights in and to such
        Developments to Reseller.

7.      WARRANTY.

        BroadVision warrants that the Software will conform in all material
        respects to its written specifications when installed and for 90 days
        thereafter. For purposes of this Agreement, the sole source of such
        specifications shall be BroadVision's written user documentation as
        provided to Reseller concurrently with the delivery of the Software.
        BroadVision further warrants that the Software is and shall be "Year
        2000 Compliant". For purposes of this Section 7, the term "Year 2000
        Compliant" means that, through January 31, 2001 (a) no value for a
        current date will cause any interruption in operation; (b) date-based
        functionality will behave consistently for dates prior to, during, and
        after year 2000; (c) in all interfaces and data storage, the century in
        any date must be specified either explicitly or by unambiguous
        algorithms or inferencing rules; and (d) year 2000 must be recognized as
        a leap year. BroadVision further warrants, so long as Reseller is
        purchasing maintenance services pursuant to Section 4 hereof, that its
        maintenance services will be performed in a professional and workmanlike
        manner. Reseller will notify BroadVision during or within thirty (30)
        days after the expiration of the applicable warranty period set forth
        above of any nonconformity. Where a material nonconformity exists within
        the warranty period, and proper notice has been given to BroadVision,
        BroadVision will use due diligence to correct the nonconformity and
        provide Reseller with one copy of any such corrected version of the
        Software, or, if BroadVision is unable to correct such nonconformance
        within a reasonable period of time, refund all license fees paid to it
        for the Software, or the most recent software maintenance fee paid for
        the Software, if the nonconformity relates to a Standard

                                                                     Page 4 of 8



   5
        Release or maintenance services delivered pursuant to Section 4 herein.

        THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,
        EXPRESSED OR IMPLIED, AND BROADVISION EXPRESSLY DISCLAIMS ANY IMPLIED
        WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
        OR NONINFRINGEMENT.

8.      LIMITATION OF LIABILITY.

        Except for a party's liability under Section 9 hereof and for breaches
        of Section 13 of the Master Agreement and Section 10 hereof, each
        party's liability to the other under this Agreement or for any other
        reason relating to the products and services provided under this
        Agreement, including claims for contribution or indemnity, shall be
        limited to the amount paid to BroadVision under this Agreement.
        NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY UNDER
        THIS AGREEMENT, EACH PARTY AGREES THAT IN NO EVENT SHALL THE OTHER PARTY
        BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING
        LOST PROFITS OR LOSS OF USE, HOWEVER ARISING INCLUDING NEGLIGENCE;
        PROVIDED, HOWEVER, THAT LOST REVENUE OR LOST PROFITS ARISING FROM A
        PARTY'S UNAUTHORIZED USE, DISCLOSURE OR DISTRIBUTION OF THE OTHER
        PARTY'S CONFIDENTIAL INFORMATION (INCLUDING WITHOUT LIMITATION THE
        SOFTWARE) SHALL BE DEEMED A DIRECT DAMAGE.

9.      INTELLECTUAL PROPERTY RIGHTS INDEMNITY.

        A.      BroadVision will defend any action against Reseller claiming
                that the Software constitutes infringement or misappropriation
                of any patent, copyright, trademark, trade secret or
                intellectual property right. BroadVision shall indemnify
                Reseller for any reasonable expense incurred by Reseller in
                connection with the foregoing. BroadVision's obligations under
                this section are conditioned upon BroadVision having sole
                control of any such action, and upon Reseller notifying
                BroadVision immediately in writing of the claim and giving
                authority, information, and assistance necessary to settle or
                defend such claim. If the use of the Software infringes or is
                enjoined, or BroadVision believes it is likely to infringe or be
                enjoined, BroadVision may, at its sole option, (i) procure for
                Reseller the right to continue use of the licensed Software as
                furnished; (ii) replace the licensed Software; (iii) modify the
                licensed Software to make it non-infringing, provided that the
                Software still substantially conforms to the applicable
                specifications; or (iv) if BroadVision, after using all
                commercially reasonable efforts, is unable to accomplish the
                foregoing remedies, terminate the license and refund the license
                fee for the Software, less a proportional adjustment for the
                time the Software was used by Reseller, equal to the ratio of
                the time elapsed since the delivery date to five (5) years. The
                indemnity provided herein shall not apply if the alleged
                infringement arises from: (a) the use of other than a currently
                supported, unaltered release of the licensed Software; (b) the
                use of Software that has been modified or merged with other
                programs by Reseller; or (c) the use of the licensed Software in
                combination with software or hardware not provided under this
                Agreement or with the Application. The foregoing states
                BroadVision's sole and exclusive liability for patent,
                copyright, or other proprietary rights infringement or for
                breach of any express or implied warranty of title, ownership or
                non-infringement.

        B.      Reseller will defend any action against BroadVision (a) claiming
                that any software provided by Reseller to Customers (other than
                the Software) infringes or misappropriates any patent,
                copyright, trademark, trade secret or intellectual property
                right; or (b) resulting from Reseller's acts, omissions, or
                misrepresentations. Reseller shall indemnify BroadVision for any
                reasonable expense incurred by BroadVision in connection with
                the foregoing. Reseller's obligations under this section are
                conditioned upon Reseller having sole control of any such
                action, and upon BroadVision notifying Reseller immediately in
                writing of the claim and giving authority, information, and
                assistance necessary to settle or defend such claim.

10.     CONFIDENTIALITY OF SOFTWARE AND DOCUMENTS.

        A.      Except to the extent permitted in the Master Agreement, Reseller
                shall not reproduce, duplicate, copy, sell, or otherwise
                disseminate the Software, including operating instructions, user
                manuals, and training materials, in any medium except as
                authorized herein.

        B.      Reseller acknowledges that the Software is BroadVision's
                extremely valuable trade secret. With respect to any copies of
                the Software retained by Reseller for its internal use, Reseller
                shall not disclose the Software to any third parties

                                                                     Page 5 of 8



   6
               (other than onsite contractors who are subject to confidentiality
               and use restrictions similar to those contained in this
               Agreement) nor use the Software for any purpose other than as
               expressly stated in this Agreement. With respect to copies of the
               Software that Reseller procures or makes for redistribution, such
               copies may only be redistributed so long as the recipient
               satisfies the requirements of this Agreement and, without
               limiting the foregoing, is subject to the use and disclosure
               restrictions of Attachment C.

        C.      Reseller shall not release the results of any benchmark of the
                Software, or of any third party products embedded in the
                Software, without BroadVision's prior written approval.

11.     AUDIT RIGHTS.

        No more than once annually, BroadVision may audit Reseller's records to
        ensure that license and other fees have been properly paid in compliance
        with this Agreement. Any such audit will be conducted during regular
        business hours at Reseller's offices and shall not interfere
        unreasonably with Reseller's business activities. If an audit reveals
        that Reseller has underpaid its total fees by more than five percent
        (5%), then Reseller shall pay BroadVision's reasonable costs of
        conducting the audit, in addition to the underpaid amount.

12.     TERM/TERMINATION.

        A.      This Agreement shall be for an initial term of forty-eight
                months unless the Agreement is terminated previously as provided
                herein.

        B.      BroadVision may terminate this Agreement upon 30 days prior
                written notice and an opportunity for Reseller to cure within
                such 30 days: (a) any material breach of this Agreement by
                Reseller; or (b) failure by Reseller to pay license fees for
                Software under the payment terms specified in this Agreement or
                as stated on BroadVision's invoice for such Software. Reseller
                may terminate this Agreement upon 30 days written notice and an
                opportunity for BroadVision to cure any material breach of this
                Agreement by BroadVision with such 30 days.

        C.      Upon termination of this Agreement for any reason, the following
                shall occur:

                i.      Reseller's rights under this Agreement shall
                        automatically cease, provided that all sublicenses shall
                        continue according to their terms. Reseller may continue
                        using the release of the Software then in its possession
                        solely for the purpose of continuing technical support
                        for sublicenses granted prior to termination.

                ii.     Reseller shall return to BroadVision or destroy the
                        Software and other marketing materials, software, and
                        data, except as required for the operation of Section
                        12.C.i above.

                iii.    BroadVision shall, within sixty (60) days after the
                        effective date of termination of this Agreement have the
                        option to assume the responsibility of providing
                        maintenance and support for the Software to any or all
                        of Reseller's customers pursuant to BroadVision's
                        standard terms and conditions for the performance of
                        such services, provided such customer requests such
                        assumption and BroadVision consents. Reseller shall
                        provide BroadVision with copies of all maintenance
                        agreements in force with End-Users. Reseller shall pay
                        to BroadVision a prorated portion of the maintenance
                        fees paid by such customers and retained by Reseller for
                        the remaining terms of such agreements. Notwithstanding
                        the foregoing, so long as Reseller is paying BroadVision
                        Revenue Fees and annual maintenance fees for other
                        copies of Software licensed to Reseller (including
                        Software subsequently sublicensed to Customers),
                        BroadVision will continue to provide maintenance
                        services to Reseller pursuant to Section 4 hereof
                        following termination or expiration of this Agreement
                        unless BroadVision terminates this Agreement (a) because
                        Reseller has not made payments under the Master
                        Agreement or this Agreement when due, or (b) for
                        Reseller's use, reproduction, disclosure or distribution
                        of any of the Software in a manner not authorized by
                        this Agreement or the Master Agreement.

                iv.     Reseller's obligations under Sections 2 (to the extent
                        that any amounts are owed to BroadVision as of the
                        termination date), and Sections 4, 6, 7, 8, 9, 10, 12,
                        and 13 will survive the termination of this Agreement.
                        All other rights and obligations of the parties will
                        cease upon termination of this Agreement.

13.     GENERAL.

        A.      WAIVER/AMENDMENT. No waiver, amendment, or modification of any
                provision of this Agreement shall be effective unless in writing
                and signed by the party against whom such waiver, amendment, or
                modification is sought to be enforced. No failure or delay by
                either party in exercising any


                                                                     Page 6 of 8



   7
                right, power or remedy under this Agreement, except as
                specifically provided herein, shall be deemed as a waiver of any
                such right, power, or remedy.

        B.      ASSIGNMENT. Either party may assign this Agreement to an entity
                acquiring substantially all of its assets or merging with it,
                provided that such assignee agree in writing to assume all
                obligations under this Agreement. Except as set forth above,
                neither party may assign any of its rights or delegate any of
                its obligations under this Agreement to any third party without
                the express written consent of the other. Any attempted
                assignment in violation of the foregoing shall be void and of no
                effect. Subject to the above, this Agreement shall be binding
                upon and inure to the benefit of the successors and assigns of
                the parties hereto.

        C.      DISPUTES. The rights of the parties hereunder shall be governed
                by the laws of the State of California without giving effect to
                principles of conflicts of laws. Any suits brought hereunder may
                be brought in the federal or state courts in Santa Clara County,
                California, and Reseller submits to the jurisdiction thereof.
                The parties expressly exclude the application of the 1980 United
                Nations Convention on Contracts for the International Sale of
                Goods, if applicable.

                Reseller acknowledges that the Software contains trade secrets,
                the disclosure of which would cause substantial harm to
                BroadVision that could not be remedied by the payment of damages
                alone. Accordingly, BroadVision will be entitled to seek
                preliminary and permanent injunctive relief and other equitable
                relief for any breach of BroadVision's intellectual property
                rights in the Software.

        D.      SEVERABILITY. If any provision of this Agreement shall be held
                by a court of competent jurisdiction to be contrary to law, the
                remaining provisions of this Agreement shall remain in full
                force and effect.

        E.      EXPORT. Reseller acknowledges that the laws and regulations of
                the United States restrict the export of the Software. Reseller
                agrees that it will not export or re-export the Software in any
                form without first obtaining the appropriate United States and
                foreign government approvals.

        F.      NOTICE. Any notice, consent, or other communication hereunder
                shall be in writing, and shall be given personally, by confirmed
                fax or express delivery to either party at their respective
                addresses:

                (i)    to BroadVision at:
                BroadVision, Inc.
                585 Broadway
                Redwood City, CA 94063, USA
                Attn: Chief Financial Officer

                (ii)   to Reseller at:
                Corio, Inc.
                700 Bay Road, Suite 210
                Redwood City, CA 94063
                Attn: Roger Lee

                or such other address as may be designated by written notice of
                either party. Notices shall be deemed given when delivered or
                transmitted, or seven days after deposit in the mail.

        G.      INDEPENDENT CONTRACTORS. The parties' relationship shall be
                solely that of independent contractor and nothing contained in
                this Agreement shall be construed to make either party an agent,
                partner, joint venturer, or representative of the other for any
                purpose.

        H.      FORCE MAJEURE. If the performance of this Agreement, or any
                obligation hereunder, except the making of payments, is
                prevented, restricted, or interfered with by reason of any act
                or condition beyond the reasonable control of the affected
                party, the party so affected will be excused from performance to
                the extent of such prevention, restriction, or interference.

        I.      ENTIRE AGREEMENT. All products and services delivered by
                BroadVision to Reseller are subject to the terms of this
                Agreement, unless specifically addressed in a separate
                agreement.

14.     ESCROW. If Reseller so elects within ninety (90) days after the
        execution of this Agreement, Reseller may become a party to the
        agreement pursuant to which BroadVision has deposited the source code to
        the Software. Such escrow agreement is attached hereto as Attachment E.
        Reseller shall bear the costs of opening and maintaining such escrow
        account.

                                                                     Page 7 of 8



   8
AGREED TO BY:                BROADVISION, INC.

                             /s/ Signature Illegible
                             Signature
                             Randall Bolten
                             --------------
                             Printed Name
                             CFO
                             ---
                             Title

RESELLER:                    CORIO, INC.
                             /s/ Signature Illegible
                             Signature
                             Laurent Pacalin
                             ---------------
                             Printed Name
                             VP Business Development 11/8/99
                             -------------------------------
                             Title

                                                                     Page 8 of 8



   9
Contract No. _____________________

                                 ATTACHMENT A TO
                               RESELLER AGREEMENT

                                SCOPE OF LICENSE

The following BroadVision products may be licensed to and sublicensed by
Reseller under the terms and conditions of the Agreement, and are collectively
referred to as the "Software" in the Agreement:

                BroadVision One-To-One Development System (aka BroadVision
                One-To-One Enterprise)

                BroadVision One-To-One Commerce Retail 

                BroadVision One-To-One Commerce Business 

                BroadVision One-To-One Deployment System 

                BroadVision One-To-One Command Center 

                BroadVision One-To-One Publishing Center 

                BroadVision One-To-One Instant Publisher 

                BroadVision One-To-One Design Center

Reseller may use the Software to develop the following programs, collectively
referred to as the "Application" in the Agreement, intended to be licensed to,
or operated on behalf of, End-Users:

        Application is an eCommerce solution offering hosted and managed by
        Reseller on behalf of its customers. The Reseller's eCommerce solution
        is the Software integrated with the hardware, software, and services
        that Reseller provides to its Customers on a hosted basis. Application
        includes functionality related to multiple eCommerce businesses, malls,
        and business to business applications. Reseller may use third parties in
        development of the Application, provided they abide with this Agreement.

Reseller may sublicense the Software in the following geographic areas,
collectively referred to as the "Territory" in the Agreement:

North America

Any request by Reseller to expand the Territory is subject to BroadVision's
agreement, which agreement will not be unreasonably withheld. BroadVision will
not condition such expansion on the payment of any expansion fee or to a change
in the Revenue Fee methodology described in the Master Agreement. If BroadVision
consents to any such expansion of the Territory and BroadVision offers a
localized version of all or part of the Software on its local price list,
Reseller will have the right to acquire licenses for such localized versions on
the terms set forth in the price list, subject to the discount structure set
forth in the Master Agreement.

Notwithstanding anything to the contrary herein, Reseller may not sublicense
Software or permit Software to be sublicensed to the following countries,
corporations and their affiliates:

(a)     in the countries of Norway, Sweden, or Denmark prior to December 1,
        1999;

(b)     to the following financial services End-Users, prior to July 1, 2000,
        for applications relating to consumer or corporate financial services:
        [*]

[*] Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                                                                     Page 1 of 2



   10
        [*]

(c)     [*]

Initialed by:  BroadVision
               Reseller

[*] Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

                                                                          Page 2



   11
Contract No. _____________

                                 ATTACHMENT B TO
                               RESELLER AGREEMENT

                         BROADVISION LICENSING PRACTICES

BroadVision's current standard licensing practices are as follows for the
products listed below. These practices are in effect as of June 15, 1999.

        *       ONE-TO-ONE DEVELOPMENT SYSTEM -- licensed on a per-user basis.
                In other words, each individual who will use the One-To-One
                Development System to develop BroadVision One-To-One
                applications must be separately licensed. Customer may reassign
                One-To-One Development System licenses within reason, for
                example as employees terminate employment or transfer to other
                departments. One-To-One Development System products include:

                *       ENTERPRISE DEVELOPMENT SYSTEM -- the basic BroadVision
                        development system

                *       APPLICATION DEVELOPMENT SYSTEM -- includes the
                        Enterprise Development System and the objects and other
                        products necessary to develop ONE of the BroadVision
                        Applications (Retail Commerce, Financial, or Knowledge)

                *       TWO APPLICATION DEVELOPMENT SYSTEM -- same as the
                        Application Development System, but for TWO of the
                        BroadVision Applications 

                        (NOTE: Business Commerce by itself is counted as a Two
                        Application Development System)

                        THREE APPLICATION DEVELOPMENT SYSTEM -- same as the
                        Application Development System, but for THREE of the
                        BroadVision Applications

        *       ONE-TO-ONE DEPLOYMENT SYSTEM -- licensing is based on the
                maximum number of Profiled Users permitted to be tracked by
                BroadVision One-To-One applications. A Profiled User corresponds
                to a record in the BroadVision user profile database. The record
                maintains information about the user's profile and may refer to
                external sources for additional profile information. The number
                of Profiled Users represents the number of one-to-one
                relationships that Customer wants to maintain with its users. By
                licensing a number of profiled users the customer is paying for
                the right to keep that many records in the BroadVision user
                profile database at any point in time. Examples of Profiled
                Users include, but are not limited to customers, partners and
                employees.

        *       ONE-TO-ONE TOOLS -- licensed on a per-user basis, similar to the
                One-To-One Development System products. One-To-One Tools
                include:

                        *       ONE-TO-ONE COMMAND CENTER, formerly known as the
                                Dynamic Command Center, or DCC

                        *       ONE-TO-ONE PUBLISHING CENTER, formerly known as
                                the Content Management Center, or CMC

                        *       ONE-TO-ONE INSTANT PUBLISHER

                        *       ONE-TO-ONE DESIGN CENTER, formerly known as the
                                Visual Design Center, or VDC

        [NOTE: The One-To-One Command Center, the One-To-One Publishing Center,
        and the One-To-One Instant Publisher may be sublicensed to third parties
        using Customer's application software in accordance with the terms of
        this Agreement.]

                                                                     Page 1 of 1



   12
Contract No ________________________

                                 ATTACHMENT C TO
                               RESELLER AGREEMENT

                  REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS

This Attachment C is incorporated into the Reseller Agreement (the "Agreement")
dated the 8th day of November, 1999 between BroadVision, Inc. ("BroadVision")
and Corio, Inc. ("Reseller"). The terms and conditions contained herein are
subject in all respects to the terms and conditions of that Agreement, except
that in the event of a conflict between the terms of this Attachment C and the
Agreement, the terms of this Attachment C shall govern.

Each agreement sublicensing the Software entered into between Reseller and its
End-Users shall contain provisions that are at least as protective of
BroadVision's interests as the following:

1.      End-Users shall be licensed to use the object code of the Software only
        in accordance with BroadVision's licensing practices. Unless stated
        otherwise in the licensing practices, End-Users shall have the right to
        duplicate the Software only for backup or archival purposes and as
        necessary to transfer the Software to a backup computer in the event of
        computer malfunction.

2.      End-Users shall not (i) rent, lease, or loan the Software; (ii)
        electronically transmit the Software over a network except as necessary
        for End-User's licensed use of the Software; (iii) use run-time versions
        of third-party products embedded in the Software, if any, for any use
        other than the intended use of the Software, (iv) modify, disassemble,
        decompile, or reverse engineer the Software; (v) sublicense or transfer
        possession of any copy of the Software to another party, except as
        expressly permitted by BroadVision; or (vi) use the Software in any way
        not expressly provided for.

3.      Title to the Software shall not pass to the End-User. End-User shall
        include BroadVision's copyright or proprietary rights notice on any
        copies of the Software or associated documentation, including copyright
        or proprietary rights notices of third parties that are included on
        media or in documentation provided by BroadVision. End-User shall
        acknowledge that the Software is the property of BroadVision or its
        licensors.

4.      End-User may be permitted to grant nontransferable sublicenses to
        portions of the Software, where such grants are explicitly permitted by
        BroadVision's licensing practices. End-User shall require each such
        sublicensee, before it may use or install the sublicensed Software, to
        execute a written license agreement containing, at a minimum, the
        required provisions specified in this Attachment. End-User shall
        indemnify BroadVision for all losses, costs, damages, expenses, and
        liabilities caused by a sublicensee's failure to honor the terms of such
        sublicense, or by End-User's failure to include required terms in its
        sublicense agreements with its sublicensees.

5.      Unless otherwise requested by BroadVision, End-User shall ensure that
        the phrase "Personalized by BroadVision One-To-One" shall appear
        prominently on the logon screen, splash screen, or other first view of
        the End-User's application seen by consumers or other end-users when
        they enter such application. The above phrase shall be a hypertext link
        to a URL specified by BroadVision. End-User's use of the phrase shall be
        in accordance with BroadVision's guidelines for use of the mark.

6.      BroadVision disclaims all warranties, express or implied, to End-Users.

7.      BroadVision shall not be liable for any damages, whether direct,
        indirect, incidental, or consequential, arising from the use of the
        Software.

8.      End-User shall not reproduce, duplicate, copy, sell, or otherwise
        disclose, or disseminate the Software, including operating instructions,
        user manuals, and training materials, in any medium except as expressly
        permitted pursuant to BroadVision's licensing practices or this
        Attachment. End-User expressly undertakes, using reasonable efforts not
        less than it exercises for its own confidential materials, to retain in
        confidence, and to require its employees or consultants to retain the
        Software in confidence, and will make no use of such information, except
        under the terms and during the existence of its Agreement with Reseller,
        and only to the extent that such use is necessary to End-User's
        employees or consultants in the course of their employment.

9.      At the termination of the End-User License, the End-User shall
        discontinue use and shall destroy or return

                                                                     Page 1 of 2



   13
        the Software to BroadVision, including all archival or other copies.

10.     BroadVision is a third-party beneficiary of the End-User License
        agreement with Reseller.

11.     The End-User shall not publish any result of benchmark tests run on the
        Software.

12.     End-User may assign its license to the Software only to an entity
        acquiring substantially all of its assets or merging with it, provided
        that such assignee agree in writing to assume all associated
        obligations. Otherwise, End-User may not assign its rights in the
        Software to any third party, and any attempted assignment in violation
        of the foregoing shall be void and of no effect.

13.     The End-User shall comply fully with all relevant regulations of the
        United States Department of Commerce and with the U.S. Export
        Administration to assure that the Software is not exported in violation
        of the code and regulations.

                                                                     Page 2 of 2



   14
                                  Attachment D
                   To Software License and Services Agreement

BROADVISION SUPPORT POLICY

Case tracking is the procedure of tracking customer-reported problems.
BroadVision support engineers open cases in the order in which they are
received. Cases have different priorities and will be treated accordingly.
Standard support is provided from 9am to 6pm PT in America, and 9am to 6pm GMT
in Europe. (For enhanced support coverage see the section below concerning
After-hours support.) If a case hasn't been opened after 1 day the Support
manager will be notified. After 2 days the Support Director will be notified.

CASE ESCALATION AND 'HOT SITE' STATUS

The support engineer opening a case will set case priority. A customer may
request that a case be escalated at any time by contacting the Support engineer
or the Support Manager.

Unusually important site problems will be considered 'hot sites'. This includes
such issues as serious reliability problems or significant performance problems
on production systems. To escalate a case, the customer may notify their Support
engineer or the Support Manager. A 'hot site' will gain Executive level
attention and all necessary resources to resolve the issue as quickly as
possible.

A hot site will have a dedicated Support engineer until it is resolved. The
customer is expected to provide technical resources, remote access and
reproducible cases as necessary. BroadVision will manage a list of issues to be
resolved in the escalation to be communicated daily by the assigned Support
engineer. Once all the issues are resolved, the escalation to 'hot site' will be
closed.

The response and turnaround times indicated below are BroadVision's most
reasonable estimates of such times. Such times may be impacted by a number of
factors beyond BroadVision's reasonable control, including without limitation
the fact that the source of the problem may exist with a component not provided
by BroadVision. BroadVision will not be deemed to be in breach of its
maintenance obligations to Reseller if it fails to meet such response or
turnaround times due to factors beyond BroadVision's reasonable control.

PRIORITY 1

The highest level is reserved for site-down type failures. Once BroadVision
support is notified that a site is down they will start work to restore the site
as soon as possible. If a site is not restored after 4 hrs of work the Support
engineer will move the site to 'hot site' status. The WPSO engineer who worked
on the site will be contacted and Support Director notified of escalation. After
1 day of escalation VP WPSO and VP Engineering will be notified. The VPs will
identify additional resources to work on the problem. After 2 days of escalation
the CEO will be notified.

PRIORITY 2

Level 2 is for serious problems on a site not causing total failure. BroadVision
Support will start work on the site as soon as they are aware of the problem. If
a workaround has not been developed after 1 day of work by Support then the
Support Director will be notified. After 3 days of work VP WPSO and VP
Engineering will be notified.

PRIORITY 3

The third level is for general issues on a site not causing serious problems. If
a case isn't resolved after 2 days the Support Manager will be notified. After 3
days the Support Director will be notified.



   15
PRIORITY 4

The lowest level is for questions or issues on a site not requiring immediate
action. If a case isn't resolved after 3 days the Support Manager will be
notified. After 5 days the Support Director will be notified.

AFTER-HOURS SUPPORT

An optional support package is available to provide support 7 days a week, 24
hrs a day for assistance with serious problems on live-sites. It will not
support development questions/issues. Customers with this support will be
provided with a single pager number to contact the on-call Support person in the
case of a priority 1 support call. It is preferred that the customer must
provide BroadVision dialup access to the site in order to for support to able to
provide assistance in the recovery process. The Support engineer on call will
have a laptop so that he/she can then dial into the website and help effect
system recovery.

DOCUMENTING KNOWN PROBLEMS

This note is to announce BroadVision's policy of sharing bug lists with
customers. Several customers and the field have requested that we share an
edited version of the bug list with our customers. The intent is to pro-actively
let the customers know about known problems and document workarounds. Support,
engineering and product management will decide which problems to report.

Today we publish some of this information in the Known Problems section of the
Release Notes. The following is our policy of enhancing this information as well
as updating the known bugs every month and making it available through the
support section of the BroadVision web site.

1.      Currently we provide the following information in the Known Problems
        section of the Release Notes. The Release Notes will be updated upon
        every release.

Bug Information: problem ID, brief description, any known workaround

2.      Starting with version 4.1 Technical Support will update the Known Bugs
        section to include known bugs reported since the last release. This will
        be updated once a month. Since the updates will be written by Technical
        Support, it will be directed to an engineering audience. At product
        release time, Tech Pubs will roll them into the formal Release Notes.

3.      We will also make the following patch information available on our Tech
        support site:

Patch Number:
Date released: 
Required previous patches: 
Resolved problems: 

PRODUCT ENHANCEMENT REQUEST PROCEDURE

TO SUBMIT AN ENHANCEMENT REQUEST

Log in to Broadvision.com\login.html. Select Support, and then click "Submit a
new ticket". Include the text "Enhancement" in the description before submitting
the request, and the product you wish to submit an enhancement request for.

PM will review enhancements on a weekly basis and respond to you, the submitter,
with the status



   16
GETTING ENHANCEMENTS INTO AN UPCOMING PRODUCT RELEASE

At the start of each project Product Manager will go through the enhancement
list with ISG and engineering to determine which should be included in the next
release. If there are specific features that need to be included to satisfy a
project need, please include that information in the ER when submitted, and
email the appropriate Product Manager.



   17
COMPATIBILITY POLICY

This note clarifies BroadVision's policy on compatibility between production
releases. BV will provide a migration path between the objects, templates, and
scripts, components and content that customers have created with a production
release of One-To-One to the next production release of One-To-One. Addressing
these in turn:

1. BroadVision Standard objects - if we change the tag syntax of BV standard
objects we will provide tools and procedures needed to migrate those objects
from one release to the next. This will provide migration path for templates
using BV standard objects.

2. BroadVision Standard components - if we change the signature of BV standard
components we will provide tools and procedures needed to migrate scripts from
one release to the next. This will provide migration path for scripts using BV
standard components.

3. BroadVision APIs - we will in general maintain backward compatibility between
BroadVision APIs. In cases, where this is not possible or desirable we will
provide tools and procedures to migrate the APIs. This will provide migration
path for custom dynamic objects that use our APIs.

4. Database - when we make the schema changes we will provide migration tools to
update older schema and content from one production release of One-To-One to the
next.

Please note that we do not guarantee compatibility between Beta and FCS versions
of any given release. However, we will strive to not have major API, tag-syntax
or schema changes between Beta and FCS releases.

If you have any questions or suggestions please send email to
bv-pm@broadvision.com.

SUPPORT POLICY FOR THIRD-PARTY SOFTWARE PRODUCTS

Broadvision's policy is to certify One-To-One products against the versions of
third-party products that are released and available sufficiently in advance of
Broadvision's release date to allow for complete testing. This often means that
third-party vendors will release new versions of their products prior to the
next release of One-To-One. While Broadvision would prefer that customers use
the software versions with which One-To-One was tested, we also understand that
customers will, for various reasons, want to use these new versions of
third-party products.

Broadvision will support customers who use newer versions of third-party
products as long as the vendor guarantees forward compatibility. One-To-One
products should work on these new versions. By support we mean that we will work
with the customer to resolve compatibility problems with the third-party vendor.
Broadvision will also consider, at our option, developing and releasing minor
fixes for our products in order to resolve problems with new versions of
third-party products.

Broadvision will usually test and certify these newer versions of third-party
products in the next release of One-To-One. This can be a good indicator that
the newer versions will work with the current release of One-To-One. In
exceptional cases Broadvision may determine that the newer version of a
third-party product can not be used with One-To-One because it fails in some way
during the testing cycle. In this case we will continue to certify the older
version.



   18
Contract No ________

                       ATTACHMENT E TO RESELLER AGREEMENT

                        MASTER PREFERRED ESCROW AGREEMENT

                       Master Number _____________________

        THIS ESCROW AGREEMENT is effective June ______, 1996 among DATA
SECURITIES INTERNATIONAL, INC. ("DSI"), BROADVISION, INC. ("BroadVision") and
any party signing the Acceptance Form attached to this Agreement ("Licensee").

        WHEREAS, BroadVision and Licensee have entered or will enter into a
License Agreement or other agreement pertaining to BroadVision software (the
"License Agreement");

        WHEREAS, BroadVision desires to avoid disclosure of its software except
under certain limited circumstances;

        WHEREAS, Licensee may need access to the software under certain limited
circumstances;

        WHEREAS, BroadVision and Licensee desire to establish an escrow with DSI
to provide for the retention of, administration of and access to specified
BroadVision software; and

        WHEREAS, the parties desire this Agreement to be supplementary to the
License Agreement pursuant to 11 United States [Bankruptcy] Code, Section
365(n).

1.      DEPOSITS.

        1.1 OBLIGATION TO MAKE DEPOSIT. Upon the signing of this Agreement by
the parties, including the signing of the Acceptance Form, BroadVision shall
deliver to DSI the software and other materials ("Deposit Materials") required
to be deposited by the License Agreement or, if the License Agreement does not
identify the materials to be deposited with DSI, then the materials identified
on an Exhibit A. If Exhibit A is applicable, BroadVision and Licensee shall sign
it. DSI shall have no obligation with respect to the preparation, signing or
delivery of Exhibit A.

        1.2 IDENTIFICATION OF TANGIBLE MEDIA. Prior to the delivery of the
Deposit Materials to DSI, BroadVision shall conspicuously label for
identification each document, magnetic tape, disk, or other tangible media upon
which the Deposit Materials are written or stored. Additionally, BroadVision
shall complete Exhibit B to this Agreement by listing each such tangible media
by the item label description, the type of media and the quantity. The Exhibit B
must be signed by BroadVision and delivered to DSI with the Deposit Materials.
Unless and until BroadVision makes the initial deposit with DSI, DSI shall have
no obligation with respect to this Agreement, except the obligation to notify
the parties regarding the status of the deposit account as required in Section
2.2 below.

        1.3 DEPOSIT INSPECTION. When DSI receives the Deposit Materials and the
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the Deposit Materials to the item
descriptions and quantity listed on the Exhibit B.

        1.4 ACCEPTANCE OF DEPOSIT. At completion of the deposit inspection, if
DSI determines that the labeling of the tangible media matches the item
descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and
mail a copy thereof to BroadVision and Licensee. If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B
to BroadVision and each Licensee. DSI's acceptance of the deposit occurs upon
the signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to
Licensee is Licensee's notice that the Deposit Materials have been received and
accepted by DSI. Licensee understands and agrees that it will receive the most
recent copy or copies of Exhibit B, which may predate the License Agreement.

        1.5 DEPOSIT UPDATES. Unless otherwise provided by the License Agreement,
BroadVision shall update the Deposit Materials within 30 days of each standard
release (as defined in the License Agreement) of the Deposit Materials. Such
updates will be added to the existing deposit. All deposit updates shall be
listed on a new Exhibit B and the new Exhibit B shall be signed by

                                                                    Page 1 of 10



   19
BroadVision. Each Exhibit B will be held and maintained separately within the
escrow account. An independent record will be created which will document the
activity for each Exhibit B. The processing of all deposit updates shall be in
accordance with Sections 1.2 through 1.4 above. All references in this Agreement
to the Deposit Materials shall include the initial Deposit Materials and any
updates.

        1.6 REMOVAL OF DEPOSIT MATERIALS. The Deposit Materials may be removed
or exchanged only on written instructions signed by BroadVision and Licensee, or
as otherwise provided in this Agreement.

2.      CONFIDENTIALITY AND RECORD KEEPING.

        2.1 CONFIDENTIALITY. DSI shall maintain the Deposit Materials in a
secure, environmentally safe, locked receptacle which is accessible only to
authorized employees of DSI. DSI shall have the obligation to reasonably protect
the confidentiality of the Deposit Materials. Except as provided in this
Agreement, DSI shall not disclose, transfer, make available, or use the Deposit
Materials. DSI shall not disclose the content of this Agreement to any third
party. If DSI receives a subpoena or other order of a court or other judicial
tribunal pertaining to the disclosure or release of the Deposit Materials, DSI
will immediately notify the parties to this Agreement. It shall be the
responsibility of BroadVision and Licensee to challenge any such order;
provided, however, that DSI does not waive its rights to present its position
with respect to any such order. DSI will not be required to disobey any court or
other judicial tribunal order.

        2.2 STATUS REPORTS. DSI will issue to BroadVision and each Licensee a
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.

        2.3 AUDIT RIGHTS. During the term of this Agreement, BroadVision and
Licensee shall each have the right to inspect the written records of DSI
pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.

3.      GRANT OF RIGHTS TO DSI.

        3.1 TITLE TO MEDIA. BroadVision hereby transfers to DSI the title to the
media upon which the Deposit Materials are written or stored. However, this
transfer does not include the ownership of the proprietary information and
materials contained on the media, such as any copyright, trade secret, patent or
other intellectual property rights.

        3.2 RIGHT TO MAKE COPIES. DSI shall have the right to make copies of the
Deposit Materials as reasonably necessary to perform this Agreement. DSI shall
copy all copyright, nondisclosure and other proprietary notices and titles
contained on the Deposit Materials onto any copies made by DSI. With all Deposit
Materials submitted to DSI, BroadVision shall provide any and all instructions
as may be necessary to duplicate the Deposit Materials, including but not
limited to the hardware and/or software needed.

        3.3 RIGHT TO SUBLICENSE UPON RELEASE. BroadVision hereby grants to DSI a
non-exclusive, irrevocable, perpetual, and royalty-free license to sublicense
the Deposit Materials to Licensee upon the release, if any, of the Deposit
Materials in accordance with Section 4.5 below. Except upon such a release, DSI
shall not sublicense or otherwise transfer the Deposit Materials.

4.      RELEASE OF DEPOSIT.

        4.1 RELEASE CONDITIONS. As used in this Agreement, "Release Conditions"
shall mean the following:

               (a) BroadVision's failure to perform maintenance services as
specified in the applicable attachment to the License Agreement, which failure
has not been cured within the applicable cure period specified in the License
Agreement; or

               (b) BroadVision's failure to continue to do business in the
ordinary course.

        4.2 FILING FOR RELEASE. If Licensee believes in good faith that a
Release Condition has occurred, Licensee may provide to DSI written notice



   20
of the occurrence of the Release Condition and a request for the release of the
Deposit Materials. Upon receipt of such notice, DSI shall provide a copy of the
notice to BroadVision, by a nationally recognized overnight courier.

        4.3 CONTRARY INSTRUCTIONS. From the date DSI mails the notice requesting
release of the Deposit Materials, BroadVision shall have ten business days to
deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean the
written representation by BroadVision that a Release Condition has not occurred
or has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy
to Licensee by a nationally recognized overnight courier. Additionally, DSI
shall notify both BroadVision and Licensee that there is a dispute to be
resolved pursuant to Section 7.3. Subject to Section 5.2, DSI will continue to
store the Deposit Materials without release pending (a) joint instructions from
BroadVision and Licensee, (b) resolution pursuant to Section 7.3, or (c) order
of a court.

        4.4 RELEASE OF DEPOSIT. If DSI does not receive Contrary Instructions
from the BroadVision, DSI is authorized to release the Deposit Materials to
Licensee or, if more than one beneficiary is registered to the deposit, to
release a copy of the Deposit Materials to the Licensee. However, DSI is
entitled to receive any fees due DSI before making the release. This Agreement
with respect to a particular Licensee will terminate upon the release of the
Deposit Materials held by DSI to such Licensee.

        4.5 USE LICENSE FOLLOWING RELEASE. Unless otherwise provided in the
License Agreement, upon release of the Deposit Materials in accordance with this
Section 4, BroadVision hereby grants to Licensee a non-exclusive,
non-transferable, non-sublicenseable license to use the Deposit Materials to
maintain and support the Software (as defined in the License Agreement) in order
for Licensee to continue using the Software in accordance with the terms of the
License Agreement. Licensee may not reproduce, distribute, create derivative
works of, publicly perform, publicly display or digitally perform the Deposit
Materials. Licensee shall not have the right to enhance the Software or add any
new functionality to the Software. Licensee shall continue to pay all royalties
which accrue under the License Agreement based on continued use of the Software
(including without limitation any fees attributable to the number of profiled
users), and Licensee's failure to make such payments when due shall terminate
this license. The Deposit Materials shall be deemed Confidential Information
under the License Agreement, and all confidentiality obligations therein shall
apply to the Deposit Materials in perpetuity.

5.      TERM AND TERMINATION.

        5.1 TERM OF AGREEMENT. The initial term of this Agreement is for a
period of one year. Thereafter, this Agreement shall automatically renew from
year-to-year unless (a) with respect to a Licensee, BroadVision and such
Licensee jointly instruct DSI in writing that the Agreement is terminated; or
(b) the Agreement is terminated by DSI for nonpayment in accordance with Section
5.2. If the Acceptance Form has been signed at a date later than this Agreement,
the initial term of the Acceptance Form will be for one year with subsequent
terms to be adjusted to match the anniversary date of this Agreement. If the
deposit materials are subject to another escrow agreement with DSI, DSI reserves
the right, after the initial one year term, to adjust the anniversary date of
this Agreement to match the then prevailing anniversary date of such other
escrow arrangements.

        5.2 TERMINATION FOR NONPAYMENT. In the event of the nonpayment of fees
owed to DSI, DSI shall provide written notice of delinquency to all parties to
this Agreement. Any party to this Agreement shall have the right to make the
payment to DSI to cure the default. If the past due payment is not received in
full by DSI within one month of the date of such notice, then DSI shall have the
right to terminate this Agreement at any time thereafter by sending written
notice of termination to all parties. DSI shall have no obligation to take any
action under this Agreement so long as any payment due to DSI remains unpaid.

        5.3 DISPOSITION OF DEPOSIT MATERIALS UPON TERMINATION. Upon termination
of this Agreement by joint instruction of BroadVision and a Licensee, DSI shall
destroy, return, or otherwise deliver the Deposit Materials in accordance with
such instructions. Upon termination for nonpayment, DSI may, at its sole
discretion, destroy the Deposit Materials or return them to BroadVision. DSI
shall have no obligation to return or destroy the Deposit

                                                                    Page 3 of 10



   21
Materials if the Deposit Materials are subject to another escrow agreement with
DSI.

        5.4 SURVIVAL OF TERMS FOLLOWING TERMINATION. Upon termination of this
Agreement, Sections 3.3, 4.5, 6.2 and 7 of this Agreement shall survive:

6.      DSI'S FEES.

        6.1 FEE SCHEDULE. Each Licensee shall pay to DSI its standard fees and
expenses applicable to the services provided for Licensee. DSI shall notify
Licensee at least 90 days prior to any increase in fees. For any service not
listed on DSI's standard fee schedule, DSI will provide a quote prior to
rendering the service, if requested.

        6.2 PAYMENT TERMS. DSI shall not be required to perform any service
unless the payment for such service and any outstanding balances owed to DSI are
paid in full. All other fees are due upon receipt of invoice. If invoiced fees
are not paid, DSI may terminate this Agreement in accordance with Section 5.2.
Late fees on past due amounts shall accrue at the lesser of the rate of one and
one-half percent per month (18% per annum) from the date of the invoice or the
maximum rate allowable under applicable law.

7.      LIABILITY AND DISPUTES.

        7.1 RIGHT TO RELY ON INSTRUCTIONS. DSI may act in reliance upon any
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.

        7.2 INDEMNIFICATION. DSI shall be responsible to perform its obligations
under this Agreement and to act in a reasonable and prudent manner with regard
to this escrow arrangement. Provided DSI has acted in the manner stated in the
preceding sentence, BroadVision and Licensee each agree to indemnify, defend and
hold harmless DSI from any and all claims, actions, damages, arbitration fees
and expenses, costs, attorney's fees and other liabilities incurred by DSI
relating in any way to this escrow arrangement.

        7.3 DISPUTE RESOLUTION. Any dispute relating to or arising from this
Agreement shall be resolved by arbitration under the Commercial Rules of the
American Arbitration Association. Unless otherwise agreed by BroadVision and
Licensee, arbitration will take place in Palo Alto, California, U.S.A. Any court
having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s). Service of a petition to confirm the arbitration award may be
made by nationally recognized overnight courier to the attorney for the party
or, if unrepresented, to the party at the last known business address.

        7.4 CONTROLLING LAW. This Agreement is to be governed and construed in
accordance with the laws of the State of California, without regard to its
conflict of law provisions.

        7.5 NOTICE OF REQUESTED ORDER. If any party intends to obtain an order
from the arbitrator or any court of competent jurisdiction which may direct DSI
to take, or refrain from taking any action, that party shall:

               (a) Give DSI at least two business days' prior notice of the
hearing;

               (b) Include in any such order that, as a precondition to DSI's
obligation, DSI be paid in full for any past due fees and be paid for the
reasonable value of the services to be rendered pursuant to such order; and

               (c) Ensure that DSI not be required to deliver the original (as
opposed to a copy) of the Deposit Materials if DSI may need to retain the
original in its possession to fulfill any of its other escrow duties.

8.      GENERAL PROVISIONS.

        8.1 ENTIRE AGREEMENT. This Agreement, which includes the Acceptance Form
and the Exhibits described herein, embodies the entire understanding between all
of the parties with respect to its subject matter and supersedes all previous
communications, representations or understandings,

                                                                    Page 4 of 10



   22
either oral or written. No amendment or modification of this Agreement shall be
valid or binding unless signed by all the parties hereto, except Exhibit A need
not be signed by DSI and Exhibit B need not be signed by Licensee.

        8.2 NOTICES. All notices, invoices, payments, deposits and other
documents and communications shall be given to the parties at the addresses
specified in the attached Exhibit C and Acceptance Form. It shall be the
responsibility of the parties to notify each other as provided in this Section
in the event of a change of address. The parties shall have the right to rely on
the last known address of the other parties. Unless otherwise provided in this
Agreement, all documents and communications may be delivered by certified mail,
return receipt requested.

        8.3 SEVERABILITY. In the event any provision of this Agreement is found
to be invalid, voidable or unenforceable, the parties agree that unless it
materially affects the entire intent and purpose of this Agreement, such
invalidity, voidability or unenforceability shall affect neither the validity of
this Agreement nor the remaining provisions herein, and the provision in
question shall be deemed to be replaced with a valid and enforceable provision
most closely reflecting the intent and purpose of the original provision.

        8.4 SUCCESSORS. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties. However, DSI shall
have no obligation in performing this Agreement to recognize any successor or
assign of BroadVision or Licensee unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.

BROADVISION, INC.                       DATA SECURITIES INTERNATIONAL, INC.

By:                                     By:
   -------------------------------         -------------------------------
Name:                                   Name:
     -----------------------------           -----------------------------
Title:                                  Title:
      ----------------------------            ----------------------------
Date:                                   Date:
     -----------------------------           -----------------------------

                                                                    Page 5 of 10



   23
                                 ACCEPTANCE FORM

                    Account Number _________________________

__________________ hereby (i) acknowledges that it is a Licensee referred to in
the Master Preferred Escrow Agreement effective June ____, 1996 with Data
Securities International, Inc. as the escrow agent and BroadVision, Inc. as the
Depositor and (ii) agrees to be bound by all provisions of such Agreement.

                                           [Licensee]

                                           By:
---------------------------------
                                           Name:
                                                ------------------------------
                                           Title:
                                                 -----------------------------
                                           Date:
                                                ------------------------------

Notices and communications
should be addressed to:                     Invoices should be addressed to:

Licensee Name:
              -----------------------       -----------------------------------
Address:
        -----------------------------       -----------------------------------

-------------------------------------       ------------------------------------

-------------------------------------       ------------------------------------

Designated Contact:                         Contact:
                   ------------------               ---------------------------
Telephone:
          ---------------------------       -----------------------------------

Facsimile:
          ---------------------------       -----------------------------------

BroadVision hereby enrolls Licensee to the following account(s):

Account Name                                Account Number
------------                                --------------

-------------------------------------       ------------------------------------

-------------------------------------       ------------------------------------

-------------------------------------       ------------------------------------

BROADVISION, INC.                           DATA SECURITIES INTERNATIONAL, INC.

By:                                         By:
   ----------------------------------          --------------------------------
Name:                                       Name:
     --------------------------------            ------------------------------
Title:                                      Title:
      -------------------------------             -----------------------------
Date:                                       Date:
     --------------------------------            ------------------------------

                                                                    Page 6 of 10



   24
                                    EXHIBIT A

                            MATERIALS TO BE DEPOSITED

                      Account Number ______________________

BroadVision represents to Licensee that Deposit Materials delivered to DSI shall
consist of the following:

BROADVISION, INC.                         LICENSEE

By:                                       By:
   -------------------------------           -------------------------------

Name:                                     Name:
     -----------------------------             -----------------------------
Title:                                    Title:
      ----------------------------              ----------------------------

Date:                                     Date:
     -----------------------------             -----------------------------

                                                                    Page 7 of 10



   25
                                    EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Account Number:_______________________________
Company Name: BROADVISION, INC.

DEPOSIT TYPE: _________Initial__________ Supplemental

ENVIRONMENT
Host System CPU/OS_____________________ Version_______________
Backup________________ Source System CPU/OS___________________
Version_______________ Compiler________________ Special
Instructions:_____________________________________

DEPOSIT COPYING REQUIREMENT:
Hardware needed:________________________________________________________________
Software needed/Instructions:___________________________________________________

DEPOSIT MATERIALS:
Exhibit B Name________________________________ Version__________________________

Item label description                  Media                        Quantity

For BroadVision, I certify that the above For DSI, I certify that the deposit
described Deposit Materials have been inspection has been completed transmitted
to DSI: (any exceptions are noted above):

By                                           By
  -------------------------------              -------------------------------
Print Name                                   Print Name
          -----------------------                      -----------------------
Date                                         Date of Acceptance
    -----------------------------                              ---------------
                                             ISE             EX. B#
                                                ------------        -----------

      Send materials to: DSI, 9555 Chesapeake Dr. #200, San Diego, CA 92123

                                                                    Page 8 of 10



   26
                                    EXHIBIT C

                               DESIGNATED CONTACT

                    Master Number ___________________________

Notices and communications
should be addressed to:                    Invoices should be addressed to:

Company Name: BroadVision, Inc.            333 Distel Circle
Address: 333 Distel Circle                 Los Altos, CA 94022
         Los Altos, CA 94022               Contact: Chief Financial Officer
Designated Contact: Controller
Telephone: (415) 943-3600
Facsimile: (415) 943-____

Requests to change the designated contact should be given in writing by the
designated contact or an authorized employee.

Contracts, Deposit Materials and notices  Invoice inquiries and fee remittances
to DSI should be addressed to:            to DSI should be addressed to:

DSI                                       DSI
Contract Administration                   Accounts Receivable
Suite 200                                 Suite 1450
9555 Chesapeake Drive                     425 California Street
San Diego, CA 92123                       San Francisco, CA 94104
Telephone: (619) 694-1900                 (415) 398-7900
Facsimile: (619) 694-1919                 (415) 398-7914


Date:
     -------------------------------

                                                                    Page 9 of 10



   27
                       ADDITIONAL ESCROW ACCOUNT AMENDMENT
                      TO MASTER PREFERRED ESCROW AGREEMENT

                        Master Number __________________


                      New Account Number _________________

BroadVision, Inc. ("BroadVision") has entered into a Master Preferred Escrow
Agreement with Data Securities International, Inc. ("DSI"). Pursuant to that
Agreement, BroadVision may deposit certain Deposit Materials with DSI.

BroadVision desires that new Deposit Materials be held in a separate account and
be maintained separately from the existing account. By execution of this
Amendment, DSI will establish a separate account for the new Deposit Materials.
The new account will be referenced by the following name:____________________.

BroadVision hereby agrees that all terms and conditions of the existing Master
Preferred Escrow Agreement previously entered into by BroadVision and DSI will
govern this account. The termination or expiration of any other account of
BroadVision will not affect this account.

BROADVISION, INC.                            DATA SECURITIES INTERNATIONAL, INC.

By:                                          By:
   -------------------------------              -------------------------------

Name:                                        Name:
     -----------------------------                -----------------------------

Title:                                       Title:
      ----------------------------                 ----------------------------
Date:                                        Date:
     -----------------------------                -----------------------------

                                                                   Page 10 of 10