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License and Services Agreement - Vitria Technology Inc. and ChiLin LLC

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Vitria contract: 8512

LICENSE AND SERVICES AGREEMENT

This License and Services Agreement (this "AGREEMENT") is
entered into to be effective as of December 31, 2003 (the "EFFECTIVE DATE") by
and between VITRIA TECHNOLOGY, INC., a Delaware corporation with primary offices
set forth in the signature block below ("VITRIA") and CHILIN, LLC, a California
limited liability company with primary offices set forth in the signature block
below ("CHILIN").

R E C I T A L S

A. Vitria has developed, and continues to develop, certain
proprietary business integration software products (the "SOFTWARE," as more
fully described below).

B. Vitria desires to grant to ChiLin, and ChiLin desires to
obtain from Vitria, a limited license to develop, market and distribute in
Greater China a localized version of the Software, subject to all the terms and
conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, Vitria and ChiLin hereby agree as follows:

1. DEFINITIONS.

Capitalized terms will have the meaning set forth below or as elsewhere
defined in this Agreement.

1.1 "CHANGE OF CONTROL" means, with respect to a Party, the
occurrence of any of the following events: (a) any consolidation or merger of
such Party with or into any other entity in which the holders of such Party's
outstanding shares immediately before such consolidation or merger do not,
immediately after such consolidation or merger, retain stock representing a
majority of the voting power of the surviving entity or stock representing a
majority of the voting power of an entity that wholly owns, directly or
indirectly, the surviving entity; (b) the sale, transfer, or assignment of
securities of such Party representing a majority of the voting power of all such
Party's outstanding securities to an acquiring party or group; or (c) the sale
of all or substantially all of such Party's assets. For purposes of
clarification, an initial public offering shall not be deemed a change of
control.

1.2 "CAYMAN SUBSIDIARY" means a corporation, organized under the
laws of the Cayman Islands, that is controlled by ChiLin, where "control" means
the power to direct or cause the direction of the management of the entity, by
ownership of voting securities, by contract or otherwise, and the name and
primary address of which ChiLin has reported in writing to Vitria.

1.3 "CUSTOM DOCUMENTATION" means the version of Documentation that
is customized for the Greater China market by ChiLin.

1.4 "DEMONSTRATION" means a presentation of the features and
capabilities of the Localized Product.

1.5 "DOCUMENTATION" means the user manuals and operator
instructions for the Software to be furnished by Vitria to ChiLin as set forth
in Section 2.4 and any Updates thereto made available by Vitria to ChiLin during
the term.

1.6 "END USER" means a person, company or other legal entity
located in the Territory.

1.7 "EXECUTABLE CODE" means the fully compiled version of a
software program that can be executed by a computer and used by an end user of
that program without further compilation.

1.8 "GAAP" means generally accepted U.S. accounting principles, as
in effect from time to time, consistently applied.

Vitria Technology, Inc. ChiLin, LLC
Vitria contract 8512 1.

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1.9 "GREATER CHINA" means the Hong Kong, Special Administrative
Region, the Macau Special Administrative Region, the People's Republic of China,
and the Republic of China.

1.10 "INSTANCE" means any single occurrence of execution or
initialization of the Product on any one server.

1.11 "INTELLECTUAL PROPERTY RIGHTS" means all worldwide intangible,
intellectual, proprietary and industrial property rights, and all tangible
embodiments thereof, wherever located, including but not limited to the
following: (i) all trademarks, trade names, service marks or logos, including
all registrations and applications therefor; (ii) all copyrights, moral rights,
and other rights in works of authorship including all registrations and
applications therefor; (iii) all patents and patent applications, patentable
ideas, inventions and innovations: (iv) all know-how and trade secrets; (v) all
design and code documentation, methodologies, processes, design information,
product information, formulae, engineering specifications, technical data,
testing procedures, drawings and techniques and other proprietary information
and materials of any kind; (vi) all software programs in both Source Code and
Executable Code, including all testing software and software tools; (vii) all
documentation, records, databases, drafts, designs, codes, drawings and
algorithms; and (viii) all Confidential Information related to any of (i) to
(vii) above.

1.12 "LOCALIZED PRODUCT" means any version of the Software and
Documentation to be customized for the Greater China by ChiLin as set forth in
Section 2.1.1.

1.13 "VITRIA MARKS" means the trademarks and trade names of Vitria
listed in EXHIBIT 2 (as such list may be updated from time to time by Vitria
upon notice to ChiLin).

1.14 "PARTY" means, when used in the singular, either Vitria or
ChiLin and, when used in the plural, both Vitria and ChiLin.

1.15 "SOFTWARE" means the Executable Code version of those Vitria
software products specified in EXHIBIT 1, and any Updates thereto or other
software products made generally available by Vitria to its customers and any
Update thereto during the term of this Agreement.

1.16 "SOURCE CODE" means the human-readable version of a software
program that can be compiled into Executable Code.

1.17 "TERRITORY" is defined in EXHIBIT 4.

1.18 "UPDATES" means any maintenance releases and enhancements to
the Software or Documentation that Vitria makes generally available to customers
paying for support and maintenance of the Software.

1.19 "WFOE" means any entity organized under the laws of the Hong
Kong Special Administrative Region, the Macau Special Administrative Region, the
People's Republic of China, or the Republic of China that is controlled by
ChiLin or the Cayman Subsidiary, where "control" means the power to direct or
cause the direction of the management of the entity, by ownership of voting
securities, by contract or otherwise, and the name and primary address of which
ChiLin has reported in writing to Vitria.

1.20 "WORK PRODUCT" means all software innovations, computer
programs, code, designs, artwork, notes, documents, information, materials or
other original work, whether patentable or copyrightable, developed by ChiLin
hereunder, including without limitation all improvements, enhancements,
extensions and other modifications by or for ChiLin to the Software, the
Documentation and the Vitria Marks (including the Localized Product). Work
Product does not include the Software, Documentation, or Vitria Marks.

2. LICENSES.

2.1 SOFTWARE AND DOCUMENTATION.

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Vitria contract 8512 2.

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2.1.1 DEVELOPMENT AND DEMONSTRATION LICENSE. Subject to the
terms and conditions of this Agreement, Vitria grants to ChiLin a non-exclusive,
personal, non-transferable, non-assignable, revocable, limited, fully paid-up
license during the terms of this Agreement to do the following only in Greater
China:

(a) reproduce and execute the Software, in Executable
Code or Source Code, solely in order to develop, test
and support the Localized Product;

(b) translate the applicable text and interface features
of the Software and the Documentation into Chinese
solely to develop, test and support the Localized
Product; and

(c) develop Demonstrations, present Demonstrations to End
User(s) and system integrators; train employees in
the use of the Software and Localized Product;
provide consulting and integration services to End
User(s) in support of an End User's internal business
operations.

2.1.2 DISTRIBUTION LICENSE (FEE). Subject to the terms and
conditions of this Agreement, Vitria grants to ChiLin a non-exclusive, personal,
non-transferable, non-assignable, revocable, limited, royalty-bearing license
during the time period specified in EXHIBIT 4 to:

(a) reproduce and distribute within the Territory, either
directly or through a distributor (subject to a
written distribution agreement with such
distributor), up to that number of production
Instances of the Localized Product set forth in
EXHIBIT 4 to End User(s) for installation and use
solely within Greater China; provided that the
distribution of such Localized Product to the
applicable End User shall only take place pursuant to
the terms of an "End User License Agreement" that
satisfies the requirements of Section 2.3.

(b) reproduce and distribute outside of the Territory but
within Greater China, either directly or through a
distributor (subject to a written distribution
agreement with such distributor), production
Instances of the Localized Product to End User(s) for
installation and use solely within Greater China;
provided that the distribution shall only take place
pursuant to the terms of an "End User License
Agreement" that satisfies the requirements of Section
2.3 and subject to the payment to Vitria of the
royalty amount set forth in EXHIBIT 4.

2.1.3 DISTRIBUTION LICENSE (NO FEE). Subject to the terms
and conditions of this Agreement, Vitria grants to ChiLin a non-exclusive,
personal, non-transferable, non-assignable, revocable, limited, royalty-free
license during the time period specified in EXHIBIT 4 to: reproduce and
distribute to End Users and or system integrators within Greater China, either
directly or through a distributor (subject to a written distribution agreement
with such distributor), Localized Product for installation and use in evaluation
and/or development only; provided that the distribution shall take place
pursuant to terms no less restrictive than those set forth in Vitria's "End User
License Agreement".

2.1.4 WFOE. Notwithstanding the non-assignable provision of
the license grants in Sections 2.1.1., 2.1.2, and 2.1.3 above, ChiLin may assign
or sublicense the rights set forth in Sections 2.1.1, 2.1.2, and 2.1.3 above to
the Cayman Subsidiary, ChiLin may sublicense the rights set forth in Section
2.1.1, 2.1.2 and 2.1.3 to the WFOE, and the Cayman Subsidiary may sublicense the
rights assigned or sublicensed to it by ChiLin to the WFOE, provided that such
rights are assigned or sublicensed to such entity pursuant to a written
agreement containing terms and conditions no less restrictive than those
contained in this Agreement. Furthermore, any act by the Cayman Subsidiary or
WFOE that would be a violation of this Agreement if committed by ChiLin shall be
considered a violation of this Agreement by ChiLin.

2.1.5 RESTRICTIONS. Vitria grants no rights to the Software
or the Documentation other than those expressly granted in Section 2.1.1, 2.1.2,
2.1.3, and 2.1.4 above and the rights granted or retained upon termination of
this Agreement as set forth herein. All other rights are reserved. ChiLin
acknowledges that the Software and its structure, organization and Source Code
and Executable Code constitute valuable trade secrets of

Vitria Technology, Inc. ChiLin, LLC
Vitria contract 8512 3.

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Vitria and its suppliers, as applicable. Accordingly, except as expressly
permitted under Section 2.1.1, 2.1.2, 2.1.3, and 2.1.4, ChiLin agrees not to:

(a) use, nor permit any third party to use, the Software
or the Documentation (including without limitation to
integrate the internal operations of ChiLin or for
the benefit of any third party);

(b) modify, adapt, alter, translate, or create derivative
works from the Software or the Documentation except
for the Localized Product as expressly set forth
above;

(d) distribute, sublicense, lease, rent or otherwise
transfer or make available the Software or the
Documentation to any third party except with respect
to distribution of the Localized Product as expressly
set forth above;

(e) remove, alter or obscure in any way any proprietary
rights notices (including copyright notices) of
Vitria (or its suppliers) on or within the copies of
the Software and the Documentation furnished to
ChiLin, except to translate certain features of such
notices into Chinese as expressly set forth above.

2.2 TRADEMARK LICENSE.

2.2.1 GRANT. Subject to the terms and conditions of this
Agreement, Vitria grants to ChiLin a non-exclusive, personal, non-transferable,
non-assignable, revocable, license (with right to sublicense to subdistributors)
to use and reproduce the Vitria Marks solely in connection with the marketing of
the Localized Product in the Territory and on or in the Localized Product itself
to be licensed as set forth in Section 2.1.

2.2.2 RESTRICTIONS.

(a) Vitria grants no rights to the Vitria Marks other
than those expressly granted in Section 2.2.1 and all other rights are reserved.
ChiLin will not adopt, use or register, nor attempt to register, the Vitria
Marks or any trademarks or trade names that are confusingly similar to the
Vitria Marks, or use any trademarks or trade names in such way as to create
combination marks with the Vitria Marks. ChiLin agrees to state in appropriate
places on all materials using the Vitria Marks that such marks are trademarks of
Vitria and to include the symbol "TM" or "R" as appropriate.

(b) ChiLin shall, at its sole expense, ensure that all
Localized Products distributed or otherwise sublicensed by it fully comply with
the quality control standards and specifications in effect as of the date hereof
for the Vitria Marks, and any requirements of applicable regulatory agencies in
the Territory. Without limiting the foregoing, if Vitria reasonably determines
that ChiLin's use of the Vitria Marks does not comply with such trademark usage
guidelines or policies, then Vitria may request that ChiLin cease to use the
applicable Vitria Mark and ChiLin shall so cease to use the applicable Vitria
Mark immediately upon receipt of such request. Notwithstanding the foregoing,
ChiLin shall have the ability to brand the Localized Product and Custom
Documentation with a name, logo and visual elements selected by it, so long as
ChiLin reproduces copyright and trademark notices as set forth in Section
2.2.2(a).

2.3 END USER LICENSE AGREEMENT. Before distributing or otherwise
making available a Localized Product to a given End User, ChiLin shall enter
into a binding, written agreement with such End User containing terms no less
protective of Vitria than those set forth in the form attached hereto as EXHIBIT
3. ChiLin will enforce each such agreement with at least the same degree of
diligence that ChiLin uses to enforce similar agreements for its own products or
other software products that it distributes, but in no event less than
reasonable efforts. ChiLin will immediately notify Vitria if ChiLin becomes
aware of any breach of any such agreement that relates to its obligations under
this Agreement. Vitria reserves the right, at its discretion, to assert claims
seeking legal and/or equitable relief against any third parties for any
infringement, misappropriation, or other violation of its Intellectual

Vitria Technology, Inc. ChiLin, LLC
Vitria contract 8512 4.

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Property Rights in the Software. Vitria shall be named as a third party
beneficiary to each End User License Agreement in order that Vitria may be able
to contractually enforce its Intellectual Property Rights in the Software.

2.4 DELIVERY. Within 10 days of the Effective Date, Vitria will
(i) provide ChiLin with access to Vitria's FTP site to enable ChiLin to download
the Software and the Documentation, including Source Code and Executable Code,
and, at ChiLin's request, (ii) deliver to ChiLin a CD-ROM containing the
Software and the Documentation, including Source Code and Executable Code, FCA
(Incoterms 2000) Vitria's facilities. The Software and the Documentation shall
be deemed delivered by Vitria upon the earlier of ChiLin's access to the FTP
site or Vitria's delivery of the CD-ROM to a common carrier, as applicable, and
will be deemed accepted on delivery.

Thereafter, when a new Software release or Update is made generally
available by Vitria to its customers, Vitria will provide ChiLin with access to
the Software and the Documentation, including Source Code and Executable Code,
in a timely fashion as prescribed in the preceding paragraph.

3. PROPRIETARY RIGHTS.

3.1 OWNERSHIP.

3.1.1 GENERAL. The Software, the Vitria Marks and the
Documentation, and all copies, in any form, of all or part of the foregoing,
including all Intellectual Property Rights embodied in the same (whether or not
specifically recognized or perfected under the laws of the country where the
such materials are located) will be the sole and exclusive property of Vitria or
its suppliers, as applicable. ChiLin agrees that, except for the limited
licenses set forth in Sections 2.1 and 2.2, it acquires no right, title or
interest in the Software, the Vitria Marks or the Documentation, and agrees not
to do or cause to be done, or fail to do or cause to be done, any act or thing,
directly or indirectly, contesting or in any way impairing, Vitria's rights in
and to the foregoing.

3.1.2 WORK PRODUCT. All Work Product shall be the sole
property of ChiLin.

3.1.3 FURTHER DOCUMENTS. ChiLin shall ensure that all of
its employees and contractors, prior to having access to the Software and or
Documentation, shall execute a nondisclosure agreement that is consistent with
the protection of Vitria's Intellectual Property Rights hereunder.

4. SUPPORT SERVICES.

4.1 SUPPORT BY CHILIN. ChiLin will, in a manner consistent with
good industry practice and in accordance with terms similar to those set forth
in EXHIBIT 3 of this Agreement, provide support services to End Users who obtain
the Localized Product from ChiLin and pay ChiLin for such support.

4.2 SUPPORT BY VITRIA. Subject to payment by ChiLin of all
applicable support fees set forth in EXHIBIT 4 and described Section 7.1.3 and
provided, further, that Vitria continues to offer similar support services to
its other Software licensees, Vitria will, in accordance with its then-current
applicable support terms, provide or have provided mutually agreed back-up
technical support services to ChiLin so that ChiLin may provide direct support
to End Users for one (1) year from the Effective Date. Except for the provision
of maintenance releases to ChiLin, Vitria shall have no obligation to provide
back-up support to ChiLin following the first year. Vitria shall have no
obligation to provide support services directly to End Users. However, Vitria
reserves the right in the first year following the Effective Date to establish
and maintain contact with any End User in order to facilitate the delivery of
any support needed by such End User. Nothing in this paragraph shall prevent the
parties from discussing generic support issues as such issues arise.

4.3 UPDATES AND OTHER SUPPORT. Subject to payment by ChiLin of all
applicable support fees set forth in EXHIBIT 4 and described Section 7.1.3,
Vitria will (i) use commercially reasonable efforts to provide ChiLin with error
corrections to the Software and associated Source Code, provided that ChiLin
shall provide Vitria with documentation of the error or

Vitria Technology, Inc. ChiLin, LLC
Vitria contract 8512 5.

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deficiency and the necessary software and data required to reproduce the error
or deficiency reported by ChiLin and other reasonable support and assistance
requested by Vitria as necessary to discover the cause or a cure for the
reported error or deficiency of the Software; (ii) provide ChiLin with all
updated release notes associated with error corrections to the Software and
associated Source Code, and (iii) provide ChiLin with all upgrades to the
Software provided to Vitria customers under support agreements, including all
updates to incorporate bug fixes and/or to improve or add features and/or
functionality, and all associated Source Code.

5. OTHER CHILIN OBLIGATIONS.

5.1 LOCALIZED PRODUCT PROMOTION. ChiLin will use its reasonable
efforts throughout the term of this Agreement to market and promote the
Localized Product to End Users in the Territory. ChiLin, in its sole discretion,
will establish the fees it charges to End Users to whom it distributes or
otherwise sublicenses the Localized Product.

5.2 STAFFING. ChiLin will maintain a staff of sales and technical
support personnel reasonably sufficient to meet the needs of End Users and
potential customers. ChiLin will ensure that such personnel are properly trained
with regard to the Localized Product.

5.3 COMPLIANCE WITH LAWS. ChiLin will maintain reasonable
standards of professionalism and at all times will comply with all applicable
laws and regulations in developing, marketing and distributing the Localized
Product. Without limiting the foregoing, ChiLin represents and warrants to
Vitria that it shall not act in any fashion or take or not take any action which
will violate, or render Vitria liable for a violation of, the United States
Foreign Corrupt Practices Act, as amended.

5.4 INDEMNIFICATION. ChiLin will defend, indemnify and hold
harmless Vitria against any third party claim to the extent based upon a claim
associated with the Localized Product infringes a third party's patent,
copyright, trademark, trade secret or any other third party proprietary right,
but only to the extent that such infringement (i) results from or relates to the
Work Product (and does not relate to the underlying Software) and (ii) with
respect to the Work Product, is not based on information, direction,
specification or materials provided by Vitria. Vitria shall (i) notify ChiLin
promptly in writing of such action, (ii) give ChiLin sole control of the defense
thereof and any related settlement negotiations, and (iii) at ChiLin's request
and expense, provide reasonable assistance and information in such defense.

5.5. AUTHORITY. ChiLin warrants and represents to Vitria that: (i)
ChiLin has full power to enter into this Agreement, to carry out its obligations
under this Agreement; and (ii) ChiLin's compliance with the terms and conditions
of this Agreement shall not violate any federal, state or local laws,
regulations or ordinances or any third party agreements.

6. ADDITIONAL VITRIA OBLIGATIONS.

6.1 REPRESENTATIONS AND WARRANTIES. Vitria warrants and represents
to ChiLin as follows:

(a) AUTHORITY: That: (i) all materials and services
provided hereunder including the Software, Documentation and Vitria Marks, are
either owned free and clear of any encumbrances or licensed to Vitria with right
to sublicense to ChiLin or are in the public domain, and the use thereof by
ChiLin shall not infringe or misappropriate any Intellectual Property Rights of
any third party; (ii) Vitria has full power to enter into this Agreement, to
carry out its obligations under this Agreement and to grant the rights and
licenses granted to ChiLin in this Agreement; and (iii) Vitria's compliance with
the terms and conditions of this Agreement shall not violate any federal, state
or local laws, regulations or ordinances or any third party agreements.

(b) CONFORMITY: That the Software shall conform to the
Documentation (incorporated herein).

(c) NON-INFRINGEMENT: That: (i) the Software, Source
Code, Documentation and Vitria Marks, do not, and shall not, infringe on or
misappropriate any Intellectual Property Right of any third party; and (ii)

Vitria Technology, Inc. ChiLin, LLC
Vitria contract 8512 6.

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Vitria has not received any notice of any claim of infringement or
misappropriation or any other claim or proceeding relating to any Intellectual
Property Right relating to the Software, Source Code, Documentation or Vitria
Marks.

(D) UNAUTHORIZED CODE: That the Software shall be free,
at the time of receipt by ChiLin, of any computer virus, software locks or other
such unauthorized code. Unauthorized code includes harmful programs or data
incorporated into the Software which destroys, erases, damages or otherwise
disrupts the normal operation of the Software or other programs, hardware or
systems utilized by ChiLin or allows for unauthorized access to the Software or
other programs, hardware or systems utilized by ChiLin.

6.2 INDEMNIFICATION.

6.2.1 INTELLECTUAL PROPERTY RIGHT INDEMNIFICATION. Vitria will
defend, indemnify and hold harmless ChiLin against any third party claim to the
extent based upon a claim that the Software, Documentation or Vitria Marks
infringes a third party's U.S. patent, copyright, trademark, trade secret or any
other third party proprietary right. ChiLin shall (i) notify Vitria promptly in
writing of such action, (ii) give Vitria sole control of the defense thereof and
any related settlement negotiations, and (iii) at Vitria's request and expense,
provide reasonable assistance and information in such defense.

6.2.2 EXCLUSIONS. Notwithstanding the foregoing, Vitria will have no
obligation under this Section 6.2 or otherwise with respect to any infringement
claim to the extent caused by (i) any use of the Software not in accordance with
this Agreement, (ii) any use of the Software in combination with other products,
equipment, software, or data not supplied by Vitria, except as specified in the
Documentation, (iii) ChiLin's continued use of any non-current, unaltered
version of the Software following notification by Vitria that the non-current,
unaltered version of the Software may be infringing and of the need to use a
more recent version of the Software; or (iv) any unauthorized modification of
Software by any person other than Vitria.

6.2.3 MITIGATION. In addition to its obligations in Section 6.2.1,
in the event the Software is held or is believed by Vitria to infringe a third
party's rights, Vitria shall have the option, and at its expense, to (i) replace
or modify the Software so as to provide ChiLin with Software which is
non-infringing, compatible and functionally equivalent, (ii) obtain for ChiLin
the right to continue using the Software, (iii) substitute the Software with
other software acceptable to ChiLin that is non-infringing and has substantially
similar functionality and performance, or (iv) terminate this Agreement and
provide ChiLin with a pro-rata refund of Annual Distribution Fees paid based on
the then-remaining term for which such fees apply.

6.2.4 EXCLUSIVE REMEDY. THIS SECTION 6.2 STATES VITRIA'S ENTIRE
LIABILITY AND CHILIN'S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY
INFRINGEMENT.

7. FINANCIAL CONSIDERATIONS.

7.1 PAYMENTS TO VITRIA.

7.1.1 DISTRIBUTION FEE AMOUNT. For the rights set forth in
Section 2.1.2(a), ChiLin shall pay Vitria an annual fee as further described in
EXHIBIT 4.

7.1.2 ROYALTY AMOUNT. For the rights set forth in Section
2.1.2(b), ChiLin shall pay Vitria a royalty ("ROYALTY") as further described in
EXHIBIT 4.

7.1.3 OTHER PAYMENTS TO VITRIA. In consideration of the
support services, if any, provided by Vitria pursuant to Section 4.2, ChiLin
shall pay Vitria the amount set forth in EXHIBIT 4.

7.2 ANNUAL REVIEWS. The Parties will meet at least annually no
later than one hundred and eighty (180) days following the end of each calendar
year during the term of this Agreement to assure that the amounts payable under
Sections 7.1 continue to reflect the arm's-length value of the rights granted
and services to be

Vitria Technology, Inc. ChiLin, LLC
Vitria contract 8512 7.

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performed by each Party. If the Parties agree to change any such amount, then
they shall execute an appropriate amendment to this Agreement as provided in
Section 12.6.

7.3 TAXES.

7.3.1 GENERAL. In addition to any other payments due under
this Agreement, ChiLin agrees to pay, and to indemnify and hold Vitria harmless
from, any sales, use, excise, import or export, value added or similar tax or
duty not based on Vitria's net income, including any penalties and interest, as
well as any costs associated with the collection or withholding thereof, and all
governmental permit fees, license fees and customs and similar fees levied upon
the delivery by Vitria of the Software, which Vitria may incur in respect of
this Agreement. If a resale certificate or other certificate or document of
exemption is required in order to exempt all or any of the Software from any
such tax liability, ChiLin will promptly furnish it to Vitria.

7.3.2 CHINESE INCOME TAX. ChiLin shall make all payments
required hereunder without deduction of any tax, duty, fee or commissions to be
paid solely by ChiLin; provided, however, that ChiLin may deduct from payment
any income tax or tax of a similar nature imposed by the Government of the PRC
("PRC INCOME TAX") on the income of Vitria from such payment and actually paid
by ChiLin for the account of Vitria. ChiLin shall remit to Vitria an amount
equal to the PRC Income Tax which has been withheld from ChiLin payments to
Vitria but which cannot be used by Vitria as a credit against Vitria's United
States federal income tax for the year in which such ChiLin payments are gross
income to Vitria for United States federal income tax purposes. If ChiLin
deducts PRC Income Tax from any payment(s), ChiLin shall furnish Vitria with
official tax receipts and other evidence acceptable to Vitria and to the United
States Internal Revenue Service to establish that such PRC Income Tax has been
paid for the account of Vitria.

7.3.3 WITHHOLDING. In the event that ChiLin is required by
law to withhold or deduct any taxes or other charge from any payment to Vitria
hereunder, ChiLin will be required to "gross up" the payment by an amount such
that the grossed up payment, minus the tax or charge, equals the amount due if
no such tax or charge were imposed. ChiLin shall be responsible for penalties,
interest, or like charges resulting from ChiLin's failure to withhold and remit
such taxes in the time and manner prescribed by law. The Parties shall cooperate
in good faith to minimize taxes to the extent legally permissible. Each Party
shall provide and make available to the other Party any resale certificates,
treaty certification and other exemption information reasonably requested by the
other Party.

7.4 RECORDS. ChiLin shall keep and maintain, in accordance with
GAAP (as applied by ChiLin) complete, clear and accurate books of account and
other records with respect to (i) its costs, and any mark-up thereof, charged by
ChiLin, (ii) the number of Localized Product sublicenses granted by ChiLin
(including the names and addresses of all End Users and system integrators to
whom ChiLin grants a sublicense), (iii) the aggregate Localized Product fees
invoiced or otherwise charged by ChiLin and (iv) the aggregate Distribution
Fees, Royalties, and any other payments paid by ChiLin to Vitria.

7.5 REPORTS. Within 30 days of the end of each calendar year,
ChiLin shall provide Vitria with a written report of the 1) number of Instances
of Localized Product distributed within the Territory for the preceding calendar
year; 2) the number of Instances of Localized Product distributed outside the
Territory but within Greater China in the preceding calendar year; 3) the names
and addresses of the End Users that have been granted any license to the
Localized Product in the preceding calendar year; 4) the amounts due Vitria for
all distributions within Greater China. Within 30 days of the end of each
calendar quarter, ChiLin shall provide Vitria with a written report of the 1)
number of Instances of Localized Product distributed outside the Territory but
within Greater China; 2) the names and addresses of the End Users that have been
granted any license to the Localized Product outside the Territory but within
Greater China; 3) the amounts due Vitria for all such distributions in the
preceding calendar quarter.

7.6 AUDITS. Vitria may audit, at its own expense and not more than
annually, all relevant books and records of ChiLin to ensure compliance with the
terms of this Agreement. If any such examination reveals an underpayment by
ChiLin of Royalties or support service fees to Vitria in an amount that is
greater than five percent (5%) of the total amounts paid by ChiLin to Vitria for
each applicable reporting period, then ChiLin shall promptly pay the amount of
such underpayment, as applicable, to Vitria and pay the costs of such
examination. The parties

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Vitria contract 8512 8.

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agree to refund or pay (as applicable) any overpayment or underpayment revealed
by such audit regardless of the magnitude of the discrepancy.

7.7 OVERDUE AMOUNTS. All fees shall be deemed overdue if, unless
disputed, they remain unpaid thirty (30) days after they become payable. All
overdue amounts shall bear interest at the rate of one and one-half percent (1 -
1/2%) per month or the maximum legal rate, whichever is lower. ChiLin shall
reimburse Vitria for all reasonable costs incurred (including without limitation
reasonable attorneys' fees) in collecting past due amounts.

7.8 CURRENCY. All payments will be in U.S. Dollars. All costs of
currency conversion, outside collection and related bank charges, shall be paid
by ChiLin.

8. CONFIDENTIALITY.

8.1 DEFINITION OF CONFIDENTIAL INFORMATION. "CONFIDENTIAL
INFORMATION" means any information that (i) is disclosed by a Party to the other
Party during the term of this Agreement, (ii) relates to the disclosing Party's
business (including any technical, marketing, employment, customer or financial
information) and (iii) is marked or stated at the time of disclosure to be
proprietary or confidential, or was or should have been known by the receiving
Party under the circumstances to be proprietary or confidential. Notwithstanding
the foregoing, for purposes of this Section 8 all Work Product and End User
information prepared by or for ChiLin and disclosed to Vitria hereunder shall
constitute Confidential Information of ChiLin, and all Software and
Documentation will be deemed the Confidential Information of Vitria.

8.2 CONFIDENTIALITY OBLIGATIONS. Each Party agrees that at all
times and notwithstanding any termination or expiration of this Agreement it
will hold in strict confidence and not disclose to any third party Confidential
Information of the other Party, except as approved in writing by the other
Party, and will use the Confidential Information for no purpose other than as
expressly permitted hereunder. Each Party shall only permit access to
Confidential Information of the other Party to those of its employees,
contractors or authorized representatives having a need to know the information
and who have signed confidentiality agreements or are otherwise bound by
confidentiality obligations at least as restrictive as those contained herein.
Each Party shall immediately notify the other Party upon discovery of any loss
or unauthorized disclosure of the Confidential Information of the other Party.

8.3 EXCEPTIONS. Notwithstanding any other provision of this
Agreement, disclosure of Confidential Information shall not be precluded if (a)
such information was or is in the public domain without breach of this
Agreement, (b) such disclosure is in response to a valid order of a court or
other governmental body of the United States or any political subdivision
thereof; provided, however, that the receiving Party shall first provide the
other party with prior written notice of such disclosure in order to permit the
other Party to seek confidential treatment of such information, or (c) such
information was known by the receiving party without obligation of confidence to
the disclosing party prior to its disclosure.

9. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND THE
DOCUMENTATION (INCLUDING UPDATES THERETO), THE VITRIA MARKS AND ANY SERVICES
PROVIDED BY PARENT HEREUNDER ARE PROVIDED "AS IS," WITHOUT ANY WARrANTY OR
CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT
LIMITED TO ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE. VITRIA DOES NOT WARRANT, GUARANTEE, OR MAKE
ANY REPRESENTATIONS THAT THE SOFTWARE is ERROR-FREE OR REGARDING THE USE, OR THE
RESULTS OF THE USE OF, THE SOFTWARE, THE DOCUMENTATION OR ANY SERVICE COVERED BY
THIS AGREEMENT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NOR
DOES VITRIA WARRANT THAT ALL SOFTWARE OR DOCUMENTATION ERRORS WILL BE FIXED.

10 LIMITATION OF LIABILITY.

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Vitria contract 8512 9.

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10.1 DISCLAIMER OF CERTAIN DAMAGES. EXCEPT FOR A BREACH OF SECTIONS
2 (LICENSES), 8 (CONFIDENTIALITY), OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS
UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS BE LIABLE
TO THE OTHER PARTY FOR ANY LOST PROFITS, COST OF PROCURING SUBSTITUTES, LOST
DATA OR EQUIPMENT DOWNTIME, NOR FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY,
SPECIAL, OR INCIDENTAL DAMAGES, ARISING FROM OR RELATING TO THIS AGREEMENT,
REGARDLESS OF CAUSE OF ACTION, AND EVEN IF VITRIA HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, PROVIDED, HOWEVER, THAT IN NO EVENT WILL EITHER
PARTY BE LIABLE TO THE OTHER PARTY FOR SUCH DAMAGES IN EXCESS OF FIVE MILLION
DOLLARS ($5,000,000).

10.2 LIMITATION ON DAMAGE AMOUNT. EXCEPT FOR A BREACH OF SECTIONS 2
(LICENSES), 8 (CONFIDENTIALITY), OR EITHER PARTY'S INDEMNFICATION OBLIGATIONS
UNDER THIS AGREEMENT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR DIRECT DAMAGES
IN CONNECTION WITH THIS AGREEMENT, INCLUDING FOR ALL CLAIMS RELATING TO THE
SOFTWARE AND THE DOCUMENTATION (INCLUDING UPDATES THERETO), THE VITRIA MARKS AND
ANY SERVICES PROVIDED BY VITRIA HEREUNDER, WHETHER IN AN ACTION IN CONTRACT OR
TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF ROYALTIES AND
FEES PAID AND THE FIXED FEES TO BE PAID BY CHILIN TO VITRIA HEREUNDER DURING THE
TERM OF THE AGREEMENT.

10.3 ALLOCATION OF RISK. CHILIN ACKNOWLEDGES THAT THE ROYATIES AND
OTHER FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT
AND THAT PARENT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON
ITS LIABILITY.

11. TERM; TERMINATION.

11.1 TERM. The term of this Agreement, and the licenses granted
under it, will commence on the Effective Date and will expire five (5) years
thereafter and shall thereafter be automatically renewed for successive renewal
terms of one year each, with fees calculated at the year-five rate specified in
Exhibit 4, unless otherwise agreed. Either party may terminate this Agreement
upon at least ninety (90) days advance written notice to the other party prior
to the end of the initial term or renewal term during which such notice is
given; provided such termination shall not be effective until the end of such
initial term or renewal term.

11.2 TERMINATION FOR CAUSE. Vitria may terminate this Agreement,
effective immediately upon written notice to ChiLin, if (a) ChiLin breaches any
provision of Section 2 and such breach is not cured within 15 days of written
notice from Vitria of such breach; (b) ChiLin fails to pay any portion of the
fees due hereunder when they become due within forty-five (45) days after
receiving written notice from Vitria that payment is due; or (c) ChiLin breaches
any other provision of this Agreement and does not cure the breach within thirty
(30) days after receiving written notice from Vitria. To the extent that a WFOE
is no longer controlled by ChiLin, such WFOE's rights to the Software may be
terminated by Vitria upon written notice. ChiLin may terminate this Agreement,
effective immediately upon written notice to Vitria, if (a) Vitria breaches any
provision of Section 2 and such breach is not cured within 15 days of written
notice from ChiLin of such breach, or (b) Vitria breaches any other provision of
this Agreement and does not cure the breach within thirty (30) days after
receiving written notice from ChiLin.

11.3 REMEDIES. Termination of this Agreement will not limit or
restrict any of the remedies otherwise available to the parties hereunder or at
law.

11.4 EFFECTS OF TERMINATION.

11.4.1 LICENSES. Upon termination of this Agreement by
either Party, all rights and licenses granted under this Agreement will
terminate and revert to Vitria, except that (i) Localized Product sublicenses
granted by ChiLin to End Users in accordance with this Agreement as of the date
of termination will remain in effect in accordance with their terms and
conditions and the applicable licenses to ChiLin in Sections 2.1 and 2.2 will
remain in force and effect in accordance with their terms (including the license
to the Source Code) for the sole purpose of enabling ChiLin to continue
performing its support obligations under such sublicenses in effect as of the

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date of termination. Subject to the foregoing, upon termination of this
Agreement for any reason, ChiLin will, and will cause its subsidiaries,
including WFOE, to: (a) cease using all Software and Documentation, and any
written information and materials supplied by Vitria pursuant to this Agreement
or which contain the Vitria Marks; (b) cease marketing or distributing the
Localized Product, the Software and the Documentation; (c) return to Vitria any
Software, Documentation, any tangible materials representing Vitria's
Confidential Information and all copies thereof, and any written information and
materials supplied by Vitria pursuant to this Agreement or which contain the
Vitria Marks; and (d) no longer identify or hold itself out as an authorized
distributor for Vitria or as otherwise affiliated with Vitria.

11.4.2 PAYMENTS. Upon expiration or termination of this
Agreement by either Party, ChiLin will promptly pay Vitria any amounts due on or
before the date of termination.

11.5.3 SURVIVAL. The following obligations will survive
expiration or termination of the Agreement for any reason: Sections 1
(Definitions); 3 (Proprietary Rights); 6 (Additional Vitria Obligations); 7.3
(Taxes); 7.4 (Records); 7.5 (Audit); 7.7 (Currency); 8 (Confidentiality); 9
(Disclaimer of Warranties); 10.4 (Effects of Termination) and 11 (General).

12. GENERAL.

12.1 NO AGENCY. ChiLin's relationship to Vitria is that of an
independent contractor, and neither party is an agent or partner of the other.
ChiLin will not have, and will not represent to a third party that it has,
authority to act on behalf of Vitria.

12.2 NOTICES. All notices and other communications required or
permitted under this Agreement will be in writing, addressed to the General
Counsel of the Party being notified at its address first written above, and will
be deemed given: (a) upon receipt when delivered personally, (b) upon
confirmation of receipt following delivery of registered or certified mail,
return receipt requested, or (c) upon delivery by a recognized overnight courier
service which provides confirmation of delivery.

12.3 EXPORT. ChiLin acknowledges that the Software, the
Confidential Information of Vitria and all Documentation and other technical
information delivered pursuant to the Agreement are subject to export controls
under U.S. laws including but not limited to the Export Administration Act and
the regulations promulgated thereunder. ChiLin agrees to (a) comply strictly
with all legal requirements established under these controls, (b) cooperate
fully with Vitria in any official or unofficial audit or inspection that relates
to these controls, and (c) not export, re-export, divert, transfer, or disclose
directly or indirectly, any of the Software, the Confidential Information of
Vitria and all Documentation or other technical information delivered pursuant
to the Agreement to any country, or to the nationals of any such country, which
the U.S. government determines is a country to which such export, re-export,
diversion, transfer, or disclosure is restricted, without obtaining the prior
written authorization of Vitria and the applicable U.S. government agency. Any
breach of this provision will be considered a material breach of the Agreement.

12.4 FORCE MAJEURE. Any delay in the performance of any duties or
obligations of wither Party (except for payment of money owed) will not be
considered a breach of this Agreement if such delay is caused by a labor
dispute, shortage of materials, fire, earthquake, flood or any other event
beyond the control of such Party; provided that such Party uses reasonable
efforts, under the circumstances, to notify the other Party of the circumstances
causing the delay and to resume performance as soon as possible.

12.5 ASSIGNMENT. ChiLin may not assign, delegate or otherwise
transfer this Agreement or any of its rights or obligations to a third party
without the consent of Vitria (which consent will not be unreasonably withheld)
and any such attempted transfer will be void.

12.6 AMENDMENT AND WAIVER. Any waiver, amendment or modification of
any provision of this Agreement must be in writing. No waiver or consent will
constitute a continuing waiver or consent or commit a

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Vitria contract 8512 11.

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Party to provide a waiver in the future except as specifically set forth in
writing. The failure of either Party to exercise any right provided for by this
Agreement will not be deemed a waiver of that right.

12.7 GOVERNING LAW; JURISDICTION. The rights and obligations of the
parties under this Agreement shall not be governed by the provisions of the 1980
United Nations Convention on Contracts for the International Sale of Goods or
the United Nations Convention on the Limitation Period in the International Sale
of Goods, as amended; rather, these rights and obligations shall be governed in
all respects by the laws of the State of California exclusively, as such laws
apply to contracts between California residents performed entirely within
California. ChiLin agrees that upon Vitria's request, all disputes arising
hereunder shall be adjudicated in the state and federal courts having
jurisdiction over disputes arising in Santa Clara County, California, and ChiLin
hereby agrees to consent to the personal jurisdiction of such courts.

12.8 SEVERABILITY. Wherever possible, each provision of the
Agreement will be interpreted in such a way as to be enforceable and valid under
applicable law. If any term or provision of this Agreement is determined to be
illegal, unenforceable, or invalid in whole or in part for any reason, that
provision will be changed and interpreted to accomplish the objectives of such
provision to the greatest extent possible under applicable law and the remaining
provisions will continue in full force and effect.

12.9 CONSTRUCTION. The headings of Sections of this Agreement are
for convenience and are not to be used in interpreting this Agreement. As used
in this Agreement, the word "including" means "including but not limited to."

12.10 ENTIRE AGREEMENT. This Agreement, including attached Exhibits,
constitutes the entire agreement between the Parties, and supersedes all prior
oral or written agreements or communications with regard to the subject matters
described. No additional or conflicting term in a purchase order or other
document will have any effect on the terms of this Agreement.

12.11 EXECUTION; COUNTERPARTS. This Agreement shall not be binding
in whole or in part upon the Parties unless and until duly executed by or on
behalf of both Parties hereto, in which event this Agreement shall be effective
as of the Effective Date. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original instrument enforceable in accordance
with its terms.

12.12 LIST OF EXHIBITS. The following exhibits to this Agreement are
incorporated herein by this reference:

Exhibit 1 Software

Exhibit 2 Vitria Marks

Exhibit 3 Form End User License Agreement

Exhibit 4 Additional Business Terms

12.13 GOOD FAITH. Each party will act in good faith while performing
its obligations under this Agreement.

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Vitria contract 8512 12.

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Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.

IN WITNESS WHEREOF the Parties have duly executed this Agreement as of
the Effective Date.

VITRIA TECHNOLOGY, INC. CHILIN, LLC

SIGNATURE: /s/ Jeffrey J. Bairstow SIGNATURE: /s/ JoMei Chang
----------------------------- ------------------------

NAME: Jeffrey J. Bairstow NAME: JoMei Chang

DATE: December 31, 2003 DATE: December 31, 2003

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Vitria contract 8512 13.

EXHIBIT 1

SOFTWARE

[INCLUDE VITRIA PRODUCT LIST]

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Vitria contract 8512 14.

EXHIBIT 2

VITRIA MARKS

Vitria
Vitria:BusinessWare
BusinessWare

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Vitria contract 8512 15.

EXHIBIT 3

FORM END USER LICENSE AGREEMENT

LICENSE AND SERVICES AGREEMENT

This Software License and Services Agreement (this "Agreement") is entered into
between:

____________________________ VITRIA TECHNOLOGY, INC.,
A DELAWARE CORPORATION
AN ENTERPRISE LEGAL PERSON DULY AND
ESTABLISHED IN THE PEOPLE'S REPUBLIC
OF CHINA
("LICENSEE") ("VITRIA")

(individually, "Party," and collectively, "Parties") for the purpose of
setting forth the terms and conditions upon which Vitria shall grant to
Licensee a license to use Products (as defined below) and receive
Services (as defined below) from Vitria.

This Agreement shall be effective as of the date on which the last Party signs
the Agreement ("Effective Date") below.

1. DEFINITIONS

"Confidential Information" means all information identified by the disclosing
Party as confidential, whether in oral, written, graphic or electronic form, and
provided to the receiving Party hereto, and any third party proprietary
information rightfully held and disclosed by the disclosing Party, and any other
information (whether or not identified as confidential) in any form generally
understood to be confidential, proprietary or trade secret, or by its nature or
circumstances surrounding its disclosure should be reasonably regarded as
confidential.

"Documentation" means the user manuals and operator instructions delivered
online by Vitria with the Products.

"INSTANCE" means any single occurrence of execution or initialization of the
Product on any one server.

"INTELLECTUAL PROPERTY RIGHTS" means all copyrights, all rights of authorship,
all patent rights, all rights of inventorship, all trademark and service mark
rights, all rights in trade secret and proprietary information, all rights in
data and compilations of data, all rights of attribution and integrity and other
moral rights, and all other intellectual property rights of any type under state
or

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Vitria contract 8512 16

CONFIDENTIAL INFORMATION
<PAGE>

federal law of the United States or national or local law of any other nation or
international treaty or law, as well as all rights in applications for
registration of these rights and all licenses to these rights.

"ORDER" means Vitria's standard form for ordering Product Licenses and Services.
An Order shall be signed by both parties and shall reference this Agreement. If
Vitria waives the requirement that Licensee execute an Order, then Product
Licenses and Services may be made available to Licensee pursuant to a
Licensee-generated purchase order provided to Vitria. Such purchase order shall
include the Product Licenses and Services ordered and shall reference this
Agreement.

"PRICE LIST" means Vitria's standard Product list and fee schedule which Vitria
may update from time to time.

"PRODUCT" or "PRODUCTS" means the object code version of the computer software
program(s) owned or distributed by Vitria and subsequent Updates thereto for
which Licensee is granted a license.

"PRODUCT LICENSE" means a license to use a Product or Products granted to
Licensee under this Agreement.

"PROFESSIONAL SERVICES" means consulting services performed by Vitria pursuant
to this Agreement in accordance with the terms in Exhibit B and a Statement of
Work.

"SERVICES" means collectively, the Standard Technical Support, Professional
Services, and Vitria-provided Product training.

"STANDARD TECHNICAL SUPPORT" means the technical support services provided to
Licensee as specified in Exhibit A of this Agreement.

"SUPPORT FEES" means the fees payable annually for Standard Technical Support.

"SUPPORTED LICENSE" means a Product License for which Licensee has paid the
current Support Fees.

2. PRODUCT LICENSE GRANTS AND RESTRICTIONS

2.1 PRODUCT AND DOCUMENTATION RIGHTS. Vitria hereby grants to the Licensee
a nonexclusive, and except as may be specifically set forth in this Agreement, a
nontransferable and nonassignable license to: (i) install and execute the number
of Instances per Product set forth in an Order (ii) use the Products in
accordance with the Documentation, in executable form only, and on the
appropriate operating system for such Products as set forth in the Order, (iii)
reproduce a reasonable number of copies of the Documentation obtained pursuant
to this Agreement as necessary to support the licensed use of the Products. The
Order will specify the category of Product License (e.g. development, test,
production and fail-over/backup), and the following restrictions apply:

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Vitria contract 8512 17

CONFIDENTIAL INFORMATION

<PAGE>
(a) Products licensed for "development" purposes may be used by Licensee
only to develop, support, and maintain Licensee's integration of Products with
Licensee's applications and systems.

(b) Products licensed for "test" purposes may be used by Licensee only to
test Licensee's integration of Products with Licensee's applications and systems
and not for production systems of Licensee.

(d) Products licensed for "fail-over/backup" purposes may be used by
Licensee only as set forth in Section 2.4 below.

Additionally, if Licensee has purchased Product Licenses designated as "Partner
Servers" on an Order and subject to any restrictions that may be on an Order,
then Licensee may transfer that Product License to any third party partner
selected by Licensee ("Trading Partner) solely to allow system-to-system
interaction between Licensee and the Trading Partner. The license agreement
applicable to such Trading Partner for the Trading Partner Product is a
`click-wrap' license activated by the Trading Partner during installation of the
Partner Server Product.

2.2 EXCEEDING THE LICENSED INSTANCES. Licensee may exceed the licensed
Instances temporarily while replacing the version of the Product it is then
using with an updated version, on the condition that the number of Instances in
excess, and the time for which Licensee exceeds the licensed Instances, are
strictly as necessary to make that replacement.

2.3 SYSTEMS TRANSFER. Licensee shall have the right to transfer Products to
Licensee's compatible, upgraded, or successor computers, operating systems
and/or servers at no additional cost to Licensee.

2.4 FAIL-OVER BACKUP LICENSES AND ARCHIVAL LICENSES. If the Licensee has
obtained a fail-over/backup license as evidenced by an Order, then the Licensee
may run a live and parallel Instance of that Product so that in the event that a
development, test, or production Product Instance becomes nonfunctional, that
fail-over/backup Instance may be used in lieu of the non-functional development,
test, or production Instance but only until the operation of the nonfunctional
Instance has been restored. Licensee may make a reasonable number of copies of
the Product(s) for archival, non-operational and cold-backup purposes. All such
copies are subject to the provisions of this Agreement and Licensee shall
reproduce all titles, trademarks, and copyright and restricted rights notices in
such copies. Archival Product

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<PAGE>

licenses may not be used as fail-over/back-up licenses.

2.5 OUTSOURCING RIGHTS. Licensee may, at no extra charge, on 30 days
written notice to Vitria, allow a third party (the "Outsourcer" to which the
Licensee outsources the computer processing for which the Product is being
used), to use the Product, under the following terms: (i) the Outsourcer may use
the Product solely to perform services only for the Licensee; (ii) the
Outsourcer agrees with the Licensee in writing to comply with reasonable terms
about licenses, limitations on use, and the protection of confidential
information, consistent with this Agreement; and (iii) a breach of that
agreement by the Outsourcer will be considered to be a breach by the Licensee.

2.6 PRODUCT LICENSE RESTRICTIONS

(a) TRANSFER OF LICENSED INSTANCES OUTSIDE THE U.S. A Product may be
transferred, at no cost to Licensee, to another Licensee location within the
United States upon written notice to Vitria. Transfer of a Product outside the
United States shall be permitted only with Vitria's prior written consent, and
is subject to payment of Vitria's then-current international uplift fee for the
particular country.

(b) PROHIBITED USES. Other than as may be specifically licensed in this
Agreement, neither Licensee nor any Outsourcer may use the Products for
commercial time-sharing, application or business service hosting applications
for third parties, rental, or service bureau use.

(c) AFFILIATE RIGHTS. Except as specifically allowed by this Agreement,
Licensee shall not permit any parent, subsidiaries, affiliated entities or third
parties to use the Products.

2.7 AUDIT RIGHTS. Licensee shall maintain accurate records relating to the
number and location of all copies of the Products, including the number of
deployed Instances, their environment, and location. Licensee shall make such
records available to Vitria, upon Vitria's reasonable request for the purposes
of determining whether Licensee has complied with the terms of this Agreement.

2.8 INTELLECTUAL PROPERTY RIGHTS. The Parties acknowledge and agree that
the Products and Documentation, and all Intellectual

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CONFIDENTIAL INFORMATION

<PAGE>

Property Rights therein, are the exclusive property of Vitria. Vitria reserves
all rights in and to the Products not expressly granted to Licensee in this
Agreement. Nothing in this Agreement will be deemed to grant, by implication,
estoppel or otherwise, a license under any of Vitria's existing or future
patents. Licensee will not remove, alter, or obscure any proprietary notices
(including copyright notices) of Vitria or its suppliers on the Products or the
Documentation. Licensee acknowledges that the Product and its structure,
organization and source code constitute valuable trade secrets of Vitria and its
suppliers. Accordingly, Licensee agrees not to (a) modify, adapt, alter,
translate, or create derivative works from the Products; (b) merge the Products
with other software unless specifically authorized in the Documentation; (c)
sublicense, lease, rent, loan, or otherwise transfer the Products to any third
party, (d) reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code for the Products; or (e) otherwise use or copy the
Products except as expressly allowed under this Agreement.

2.9 FOREIGN TRADE AUTHORITY. Licensee represents and warrants to Vitria
that it has carried out all necessary approval and registration procedures
required under the laws and regulations of China to act as a foreign trade
operator for the import of the Products and that it possesses a valid foreign
trade operator's license.

2.10 CONTRACT REGISTRATIONS IN CHINA. Licensee shall be responsible for
carrying out all government registration, approval and other procedures required
under the laws and regulations of China in connection with this Agreement,
including but not limited to (i) registering this Agreement with the relevant
department for foreign economics and trade and obtaining a Technology Import
Contract Registration Certificate, and (ii) obtaining an Authentication
Certificate from the relevant department for copyright protection. Licensee
shall promptly provide to Vitria photocopies of the above certificates and of
all other relevant documents.

3. INVOICING, PAYMENT AND TAXES

3.1 FEES.

(a) PAYMENT TERMS. Invoices for payment of license fees set forth in the
Order(s) shall be payable within 30 days of the date of invoice. Support Fees
shall be payable annually in advance, net 30 days from the renewal date. All
other applicable fees shall be payable 30 days from the invoice date, and shall
be deemed overdue if they remain unpaid thereafter. All fees shall be
nonrefundable except as otherwise stated in this Agreement. Unless otherwise set
forth in an Order, payments shall be made in United States dollars. If Licensee
pays Vitria in a currency other than that specified in an Order, Licensee shall
pay costs of currency conversion to the currency in the Order and any related
bank charges. Fees for Professional Services will be invoiced and paid by
Licensee pursuant to the terms of the applicable Statement of Work and
associated Order. Licensee shall reimburse Vitria for all reasonable and actual
documented travel and out-of-pocket expenses incurred by Vitria in performing
Professional Services.

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CONFIDENTIAL INFORMATION

<PAGE>

(b) SHIPMENT. Unless otherwise set forth on an Order, within ten (10) days
after the effective date of the applicable Order, Vitria shall provide security
access to the Vitria FTP site to enable Licensee to download the Products and
Documentation set forth in the Order. Provision to Licensee by Vitria of the
information necessary to access the Vitria FTP site shall be deemed shipment of
the Products (hereinafter, "Shipment").

(c) OVERDUE AMOUNTS. Any amounts payable by Licensee hereunder which remain
unpaid 31 days after the due date shall be subject to late penalty fees equal to
1.5 % per month (or the maximum legal rate, if less) of the overdue amount from
the due date until such amount is paid. Licensee shall pay all such interest and
reasonable costs of collection, including but not limited to, reasonable
attorneys' fees and court costs. Nothing herein shall limit Vitria's termination
rights under this Agreement.

(d) PURCHASE ORDERS. Licensee shall issue a purchase order, or alternative
document acceptable to Vitria, on or before the effective date of the applicable
Order.

(e) TAXES AND RELATED CHARGES. The fees listed in this Agreement are
exclusive of taxes and other similar charges; therefore, Licensee is responsible
for all taxes, customs duties, tariffs, and transportation costs, and like
charges related to this Agreement other than taxes based on Vitria's net income.
The Licensee shall pay or reimburse Vitria, as appropriate, for all sales, use,
excise, personal property, value-added, goods and services, or other federal,
state or local taxes, duties, or any similar assessments based on the licenses
granted or the services provided under this Agreement or on the Licensee's use
of the Products.

(f) WITHHOLDING. The parties agree that certain payments under this
Agreement may be subject to a withholding tax at source. Without limiting the
generality of Section 3.1(e), if Licensee is required by law to withhold or
deduct any taxes or other charge from any payment to Vitria hereunder, Licensee
will be required to "gross up" the payment by an amount such that the grossed up
payment, minus the tax or charge, equals the amount due if no such tax or charge
were imposed. Licensee shall be responsible for penalties, interest, or like
charges resulting from Licensee's failure to withhold and remit such taxes in
the time and manner prescribed by law.

(g) TAX COOPERATION. The parties shall cooperate in good faith to minimize
taxes to the extent legally permissible. Each Party shall provide and make
available to the other Party any resale certificates, treaty certification and
other exemption information reasonably requested by the other Party. To the
greatest extent possible, the Parties shall

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ensure that all Orders, Statements of Work, and invoices clearly distinguish
among license fees, Support Fees, Professional Services fees, training fees and
other charges and, in the case of all service fees, appropriately allocate the
fees between services provided inside and outside the tax jurisdiction of China.
Licensee shall assist Vitria in applying for and obtaining an exemption from
business tax in China on the license fees payable under this Agreement and any
other tax exemptions, reductions or certifications that Vitria may enjoy in
relation to this Agreement.

4. SERVICES

4.1 STANDARD TECHNICAL SUPPORT SERVICES. Provided that Licensee places an
Order for Standard Technical Support and subject to payment by Licensee of the
applicable Support Fees, Vitria will provide annual Standard Technical Support
for Supported Licenses in accordance with the terms set forth in Exhibit A.

4.2 PROFESSIONAL SERVICES. All Professional Services ordered by the
Licensee shall be provided by Vitria as set forth in a Statement of Work and in
accordance with the terms in Exhibit B attached hereto. All Professional
Services shall be provided at the fees set forth in the Price List (less any
applicable discounts), or as more specifically defined in separate Statements of
Work.

4.3 TRAINING SERVICES. Licensee may schedule and enroll in Vitria's
standard training courses. Such training courses shall be rendered in accordance
with Vitria's then-current fee schedule and terms of training.

5. NONDISCLOSURE

5.1 OBLIGATIONS. In the course of performance of this Agreement, either
Party may find it necessary to disclose to the other Party, or either Party may
obtain from the other Party, Confidential Information. The parties agree that
they shall not use, except as otherwise expressly permitted hereunder, or
disclose to any third person, including to any employee of the receiving Party
without a need to know, either during or after the term of this Agreement, any
Confidential Information. Notwithstanding any terms to the contrary within this
Agreement, the Parties shall have the right to disclose Confidential Information
to independent contractors and consultants as necessary for Vitria's or
Licensee's internal business purposes, provided such independent contractors and
consultants agree to be bound by the confidentiality restrictions which are
applicable to Vitria and Licensee hereunder. Confidential Information does not
include information which can be shown by the receiving Party as (a) already in
the possession of the receiving Party without an obligation of confidentiality,
(b) hereafter rightfully furnished to the receiving Party by a third party
without a breach of any legal or contractual obligation, (c) that is or becomes
publicly available without breach of this Agreement, (d) furnished by the
disclosing Party to a third party without restriction on subsequent disclosure,
or (e) independently developed by the receiving Party without reliance on the
Confidential Information.

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5.2 LEVEL OF CARE. The parties and their respective employees, independent
contractors and consultants shall use the same degree of care as used to protect
their own confidential information of a similar nature, but in no event less
than reasonable care, to avoid disclosure of Confidential Information.

5.3 REQUIRED DISCLOSURE. Notwithstanding the foregoing, the Party to whom
Confidential Information was disclosed (the "Recipient") shall not be in
violation of this Section 5 with regard to a disclosure that was in response to
a valid order by a court or other governmental body, provided that the Recipient
provides the other Party with prior written notice of such disclosure in order
to permit the other Party to seek confidential treatment of such information.

6. INFRINGEMENT INDEMNIFICATION

6.1 INTELLECTUAL PROPERTY RIGHT INDEMNIFICATION. Vitria will defend,
indemnify and hold harmless Licensee against any third party claim to the extent
based upon a claim that the Product infringes a third party's U.S. patent,
copyright, trademark, trade secret or any other third party proprietary right.
Licensee shall (i) notify Vitria promptly in writing of such action, (ii) give
Vitria sole control of the defense thereof and any related settlement
negotiations, and (iii) at Vitria's request and expense, provide reasonable
assistance and information in such defense.

6.2 EXCLUSIONS. Notwithstanding the foregoing, Vitria will have no
obligation under this Section 6 or otherwise with respect to any infringement
claim to the extent caused by (i) any use of the Product not in accordance with
this Agreement, (ii) any use of the Products in combination with other products,
equipment, software, or data not supplied by Vitria, except as specified in the
Documentation, (iii) Licensee's continued use of any non-current, unaltered
version of the Product(s) following notification by Vitria that the non-current,
unaltered version of the Product(s) may be infringing and of the need to use a
more recent version of the Product(s); or (iv) any unauthorized modification of
Product by any person other than Vitria.

6.3 MITIGATION. In the event the Products are held or are believed by
Vitria to infringe a third party's rights, Vitria shall have the option, and at
its expense, to (i) replace or modify the Products so as to provide Licensee
with Products which are non-infringing, compatible and functionally equivalent,
(ii) obtain for the Licensee the right to continue using the Products, (iii)
substitute the Products with other software acceptable to Licensee that are
non-infringing and have substantially similar functionality and performance, or
(iv) terminate this Agreement and provide Licensee with a pro-rata refund of all
current-year Support Fees paid based on the then-remaining term for which such
fees apply, and a pro rata refund of all license fees paid based on a ten (10)
year straight-line

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depreciation calculated from the Effective Date.

6.4 EXCLUSIVE REMEDY. THIS SECTION 6 STATES VITRIA'S ENTIRE LIABILITY AND
LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

7.0 WARRANTIES AND REMEDIES

7.1 CORPORATE RIGHTS. Vitria represents and warrants to Licensee that
during the term of this Agreement, it is the lawful owner of the Products or, to
the extent it is not the lawful owner, that it has all rights necessary to
license all Products to Licensee under the terms of this Agreement.

7.2 PRODUCT. For a period of ninety (90) days after Shipment of a Product
(the "Product Warranty Period"), Vitria warrants that such Product, when used as
permitted under this Agreement and in accordance with the instructions in the
Documentation (including use on computer hardware and operating system platform
supported by Vitria), will conform and operate in all material respects to the
features and functionality as set forth in the Documentation.

7.3 HARMFUL CODE. Vitria represents and warrants to Licensee that during
the term of this Agreement, except for evaluation copies of Product which are
limited time copies of the Products that may be ordered by Licensee, the
Products hereunder do not contain any malicious disabling code (defined as
computer code designed to interfere with the normal operation of the Products or
Licensee's hardware or software) or any program routine, device or other
undisclosed feature, including but not limited to, a time bomb, virus, software
lock, drop-dead device, malicious logic, worm, Trojan horse, or trap door which
is designed to delete, disable, deactivate, interfere with or otherwise harm the
Products or Licensee's hardware or software. Vitria will, during the term of
this Agreement, use its commercially reasonable efforts to scan for viruses
within the Products.

7.4 WARRANTY EXCLUSION. Vitria does not warrant Licensee's use of the
Products will be error-free or uninterrupted or that all Product errors will be
corrected. Licensee, and not Vitria, is responsible for determining whether the
Products will meet Licensee's requirements, or that the Products will operate in
combination with all non-Vitria software used by Licensee, except as may be set
forth in the Documentation.

7.5 DISCLAIMERS. THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE EXCLUSIVE AND
IN LIEU OF ALL OTHER WARRANTIES, AND VITRIA AND ITS SUPPLIERS DISCLAIM ALL OTHER
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS AND
DOCUMENTATION AND SERVICES, INCLUDING ANY

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WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS
PROVIDED IN THIS AGREEMENT, ALL PRODUCTS AND SERVICES HEREUNDER ARE PROVIDED "AS
IS" WITHOUT ANY WARRANTY WHATSOEVER. LICENSEE RECOGNIZES THAT THE "AS IS" CLAUSE
OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT
WHICH VITRIA WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. LICENSEE
ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS
WARRANTIES IN THIS AGREEMENT.

8.0 LIMITATION OF LIABILITY

IN NO EVENT WILL VITRIA OR VITRIA'S SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING ANY
LOST DATA AND LOSS OF PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN
IF VITRIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VITRIA'S
LIABILITY FOR DAMAGES SHALL BE LIMITED TO DIRECT DAMAGES ONLY AND VITRIA AND ITS
SUPPLIERS' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SERVICES AND
PRODUCTS IT PROVIDES PURSUANT TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE
AMOUNT OF FEES PAID TO VITRIA FOR THE RELEVANT PRODUCT OR SERVICE GIVING RISE TO
THE LIABILITY, PRORATED OVER A FIVE YEAR TERM FROM THE SHIPMENT DATE OF THE
APPLICABLE PRODUCT LICENSE OR THE COMPLETION DATE OF THE APPLICABLE SERVICE.
LICENSEE ACKNOWLEDGES THAT THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK
SET FORTH IN THIS AGREEMENT AND THAT VITRIA WOULD NOT ENTER INTO THIS AGREEMENT
WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

9.0 TERM AND TERMINATION

9.1 TERM. This Agreement will begin on the Effective Date and will continue
indefinitely unless terminated pursuant to the terms of this Agreement or
otherwise agreed by the parties in writing.

9.2 TERMINATION BY LICENSEE. Licensee may terminate this Agreement or any
Product License at any time, with or without cause, upon thirty (30) days' prior
written notice to Vitria. In no event shall any termination under this Section
relieve Licensee of its obligations specified in 9.4 below.

9.3 TERMINATION BY VITRIA. Vitria may terminate this Agreement or any
Product License if Licensee breaches any provision of this Agreement and fails
to cure the breach within thirty (30) days following written notice specifying
the breach. Vitria may consider any of the following conditions as grounds for
termination of this Agreement: If (i) Licensee files or has filed against it a
petition under any applicable law relating to insolvency or the protection of it
creditors, (ii) Licensee makes an assignment for the benefit of creditors, or
(iii) a receiver or similar official is appointed for all or a substantial
portion of Licensee's assets.

9.4 EFFECT OF TERMINATION.

(a) PAYMENTS. Upon termination of this Agreement, any amounts owed to
Vitria under this Agreement before such termination will be immediately due and
payable.

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(b) PRODUCT LICENSE TERMINATION. Upon termination of this Agreement for any
reason, all license rights granted in this Agreement will cease to exist, and
Licensee shall promptly discontinue all use of the Products and Documentation,
erase all copies of the Products and Documentation from Licensee's computers,
return to Vitria or destroy all copies of the Products and Documentation on
tangible media in Licensee's possession or control, and certify in writing to
Vitria that it has fully complied with these requirements. Notwithstanding the
foregoing, in the event Licensee terminates this Agreement, Licensee shall be
granted a period of time following termination, not to exceed ninety (90) days,
within which to use the Products to support existing operations and to migrate
to an alternative software product. Licensee shall pay to Vitria all license
fees, Support Fees (pro-rated from the termination date), Professional Services
fees, or training fees that accrue during such ninety (90) days and Licensee
shall use all reasonable efforts to transition to another software product as
soon as practicable prior thereto.

(c) GENERAL. Termination of this Agreement or any Product License
shall not limit either party from pursuing any other remedies available to it,
including injunctive relief, nor shall such termination relieve Licensee's
obligation to pay all fees that have accrued or are otherwise owed by Licensee
under this Agreement (or any amendment to this Agreement, Order, Statement of
Work, or other similar document related hereto). In the event of Licensee's
insolvency or bankruptcy, Licensee will cooperate to protect Vitria's interests
in the Products, and will execute any documents that are reasonably required to
protect Vitria's interests

9.5 SURVIVAL. Sections 1 ("Definitions"), 2.6 ("Product License
Restrictions"), 3 ("Invoicing, Payment and Taxes"), 5 ("Nondisclosure"),7
("Warranties, Remedies"), 8 ("Limitation of Liability"), 9.3 ("Effects of
Termination"),and 10 ("General Terms") will survive termination of this
Agreement for any reason.

10.0 GENERAL TERMS

10.1 ASSIGNMENT. Licensee may not assign or transfer, by operation of law or
otherwise, any of its rights under this Agreement (including its licenses with
respect to the Product) to any third party without Vitria's prior written
consent. Nothing in this Agreement shall constitute a consent by Vitria to
Licensee's assumption, or assumption and assignment, of any Product License set
forth herein pursuant to 11 U.S.C. Section 365 or otherwise, and specifically
shall not constitute a consent pursuant to 11 U.S.C. Section 365(c)(1)(B).
Vitria further expressly reserves all of its rights to object to any assumption
or assumption and assignment of any Product License set forth herein.

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10.2 ATTORNEYS' FEES. In the event that any party to this Agreement retains
as attorney as a result of any dispute over, or to enforce any provisions of,
this Agreement, the "prevailing party," as that term is defined in California
Code of Civil Procedure Section 1032(a)(4), in any litigation, arbitration or
other formal or informal resolution of any such dispute or enforcement of, this
Agreement shall be entitled to all of its reasonable costs, and any reasonable
attorneys' fees incurred as a result of said dispute or enforcement.

10.3 COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and
regulations in its use of the Products, including but not limited to export and
import controls and the United States Foreign Corrupt Practices Act. Licensee
will defend, indemnify and hold harmless Vitria, its suppliers, agents,
directors, officers and employees, from and against any violation of such laws
or regulations by Licensee or any of its agents, officers, directors, or
employees.

10.4 COUNTERPARTS. This Agreement may be executed in any number of
counterparts or duplicate originals.

10.5 CUSTOMER REFERENCE. During the term of this Agreement, Vitria may
include Licensee's name in Vitria's customer listings. Vitria may place
Licensee's name and logo on Vitria's web site and in collateral marketing
materials relating to Vitria's Products and Services only upon the prior written
approval of Licensee, which shall not be unreasonably withheld. Licensee
acknowledges that it is the intent of Vitria to issue a press release to the
financial press regarding its relationship with Licensee and Licensee agrees not
to unreasonably withhold its consent to such press release.

10.6 ENTIRE AGREEMENT.

(a) This Agreement (including any and all Orders, Statements of Work,
addenda, appendices and exhibits referencing this Agreement and incorporated
herein by the Parties) constitutes the entire agreement between the Parties
regarding the subject matter hereof and supersedes all prior or contemporaneous
agreements, understandings, and communications between the Parties, whether
written or oral.

(b) This Agreement may be amended only by a written document signed by both
Parties.

(c) In the event of any ambiguity or conflict between any of the terms and
conditions contained in the Agreement and the terms and conditions contained in
a Statement of Work (or any Change Order thereto), the terms and conditions of
the Agreement shall control, unless the Parties have expressly provided in such
Statement of Work that a specific provision in the Agreement is amended, in
which case the Agreement shall be so amended, but only with respect to such
Statement of Work.

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(d) It is expressly agreed that the terms of this Agreement and any and all
Orders shall supersede and nullify the terms in any Licensee purchase order or
other ordering document. This Agreement shall also supersede the terms of any
Vitria unsigned or click-wrap license provided the use limitations contained in
such license agreement shall be effective for the specified license.

10.7 FORCE MAJEURE. Neither Party will be responsible for failure of
performance, other than for an obligation to pay money, due to causes beyond its
control, including, without limitation, acts of God or nature; labor disputes;
sovereign acts of any federal, state or foreign government; or shortage of
materials.

10.8 GOVERNING LAW. This Agreement will be governed by the laws of the State
of California as such laws apply to contracts between California residents
performed entirely within California, and shall be deemed to be executed in
Sunnyvale, California.. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement.

10.9 INDEPENDENT CONTRACTORS; NONEXCLUSIVITY. Vitria and Licensee are
independent contractors and will so represent themselves in all regards. Except
as specifically provided for in this Agreement, neither Party may bind the other
in any way. Nothing in this Agreement will be construed to make either Party the
agent or legal representative of the other or to make the Parties partners or
joint venturers.

10.10 JURISDICTION. Any legal action or proceeding relating to this Agreement
shall be instituted in any state or federal court in San Francisco or Santa
Clara County, California. Vitria and Licensee agree to submit to the
jurisdiction of, and agree that venue is proper in, the aforesaid courts in any
such legal action or proceeding.

10.11 NOTICES. All notices, consents and approvals under this Agreement must
be delivered in writing by courier, or by certified or registered mail (postage
prepaid and return receipt requested), to the other Party at the address set
forth beneath such Party's signature, and will be effective upon receipt or
three (3) business days after being deposited in the mail as required above,
whichever occurs sooner. Either Party may change its address by giving notice of
the new address to the other Party.

10.12 REMEDIES. Except as provided in Sections 6 and 8, the Parties' rights
and remedies under this Agreement are cumulative. Licensee acknowledges that the
Product contains valuable trade secrets and Confidential Information of Vitria
and its suppliers, and that any actual or threatened breach of Sections 2 or 5
will constitute immediate, irreparable harm to

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Vitria for which monetary damages would be an inadequate remedy, and that
injunctive relief is an appropriate remedy for such breach without necessity of
posting bond or security, which necessity is expressly waived.

10.13 SEVERABILITY. If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish the objectives of such
provision to the greatest extent possible under applicable law, and the
remaining provisions will continue in full force and effect. Without limiting
the generality of the foregoing, Licensee agrees that Section 8 will remain in
effect notwithstanding the unenforceability of any provision in Section 6.

10.14 LANGUAGE. This Agreement is written in English and Chinese and both
language versions shall be equally valid, provided that in the event of a
conflict between the two language versions, the English version shall prevail.

10.15 WAIVER. All waivers must be in writing. Any waiver or failure to
enforce any provision of this Agreement on one occasion will not be deemed a
waiver of such or any other provision on any other occasion.

10.16 WAIVER. Vitria Technology, Inc. is a third party beneficiary to this
Agreement.

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LICENSEE: VITRIA:

ADDRESS: Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, CA 94085

Main Phone 408 212-2700

------------------------------------ --------------------------------------
Signature Signature

------------------------------------ --------------------------------------
Printed Name/Title Printed Name/Title

------------------------------------ --------------------------------------
Date Date

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30.

EXHIBIT A

STANDARD TECHNICAL SUPPORT SERVICES

TERMS AND CONDITIONS

This Exhibit relates to and is incorporated into the VITRIA SOFTWARE LICENSE AND
SERVICES AGREEMENT between Vitria and the Licensee. Capitalized terms not
specifically defined below have the same meaning as in the Agreement.

1. DEFINITIONS

Section 1, "Definitions", of the Vitria Software License and Services Agreement
is modified to include the following:

A "Case" means a formal technical support request made by Licensee's authorized
contact for assistance as set forth in this Exhibit and identified by Vitria
with a unique tracking identification number issued by Vitria. The Priority
level of the Case is designated by Licensee.

"Bug(s)" means a reproducible malfunction of the Product reported to Vitria by
Licensee that prevents the Product from performing in accordance with the
operating specifications described in the then current Documentation.

"Expert Level" support means the standard baseline Standard Technical Support
services as set forth in this Exhibit, including Updates, telephone support,
internal web access, and response priorities set forth herein.

"Enterprise Level" support means the services set forth in Expert Level support
plus 24x7 access to Vitria personnel for Priority 1 Cases, an assigned Technical
Support contact at Vitria, quarterly account reviews, and the additional
response priorities set forth herein.

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"Escalation Procedures" means those procedures as set forth in Section 2.5 below
followed by Vitria and levels of resources allocated by Vitria to address
Licensee's Cases.

"Maintenance Releases" means a change in the version number of a Product
indicated by a change in the third digit of a version number, i.e. from 5.0.1 to
5.0.2. Maintenance Releases are provided as needed in response to Licensee
inquiry.

"Minor Functional Release" means a change in the version number of a Product
indicated by a change in the second digit of a version number, i.e. from 4.0.0
to 4.1.0.

"Major Functional Release" means a change in the version number of a Product
indicated by a change in the first digit of a version number, i.e. from 4.0.0 to
5.0.0.

"Local Center means the location where the development or production servers are
located.

- "Priority 1" means

(i) enterprise critical impact, and

(ii) a condition exists that causes a Product to fail to
function in one or more material and critical aspect(s) according to
the Documentation, including but not limited to, Product run-time
responsiveness and performance, and

(iii) prevents Licensee from conducting critical and primary
business functions in a production environment, and an immediate fix or
a work-around solution from Vitria does not exist.

- "Priority 2" means

(i) a severe impact, and

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(ii) a condition exists which causes a Product to fail to
function according to the Documentation and makes the use or continued
use of any one or more critical functions of the Product inoperable or
Product inconsistency significantly decreases Licensee productivity in
such a manner that it adversely affects Licensee's ability to conduct
business in a production environment, and

(iii) problem resolution is critical, and Vitria is not able
to provide an immediate work-around and/or corrections.

- "Priority 3" means degraded operations of the Product and a
reproducible limited condition that causes a slight or non-critical
failure of the Product to function according to the Documentation.

- "Priority 4" means minimal impact and means a minor problem or error(s)
in the Documentation, or a desired change in the Product which can be
easily circumvented or avoided.

"Updates" means collectively, Maintenance Releases, Minor Functional and Major
Functional Releases. Updates do not include any Products for which Vitria
charges separately.

2. TECHNICAL SUPPORT SERVICES

In consideration for the fees described in an Order Form under the Vitria
Software License and Services Agreement, Vitria will provide the following
Standard Technical Support services.

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2.1 Standard Technical Support. For Expert Level support, and for
Enterprise Level Support for non-Priority 1 errors, during Vitria's
standard business hours (9:00 a.m. to 6:00 p.m. Local Center time,
except Vitria published holidays). Vitria shall provide Licensee with
Standard Support Services for the installation, maintenance and use of
the Products, the identification of Product and/or Documentation
problems and the reporting of Bugs. If Licensee has purchased
Enterprise Level support, Vitria shall also provide unlimited 24x7x365
access to Vitria's technical support personnel for Priority 1 Cases.
Vitria will provide to Licensee a technical support phone number that
will answer calls on a 24x7x365 basis. On the Order Form, Licensee
shall designate two (Expert Level) or four (Enterprise Level support)
technical contacts to request and receive Standard Technical Support
services from Vitria. Additional Licensee contacts may be designated in
the Order Form at Vitria's then current fee. At any time, at Licensee's
discretion, Licensee may change the designated Licensee contact
personnel by notification to Vitria in writing by letter, fax, or
email, and such change shall take effect immediately upon Vitria's
receipt.

2.2 Updates. Vitria will timely notify Licensee of the availability of
Updates via email or other mutually agreeable methods. Vitria will make
available to Licensee each Update which is a Minor Functional Release
and Major Functional Release of the Product. Updates which are
Maintenance Releases are made available upon Licensee request. Updates
are made commercially available without additional charge to its
Standard Technical Support customers and are intended to replace a
prior Product release. Vitria may, at its discretion, make interim
fixes, patches or other temporary fixes available to Licensee.

2.3 Bug Fixes. Vitria shall exercise commercially reasonable efforts to
correct any Bugs, including but not limited to Escalation Procedures as
defined herein.

2.4 Service Level Objectives. After Licensee has logged a Case with the
associated Priority level, Vitria shall:

(i) exercise its commercially reasonable efforts to respond to
Licensee's request for Standard Technical Support and assign technical
support resources in accordance with the response times shown in the
tables below.

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(ii) provide progress reports in accordance with the response times
shown in the table below. Thereafter, Vitria will maintain contact with
Licensee as appropriate pursuant to the mutually agreed upon
requirements.

For Priority 1 level Cases where the Licensee has purchased Enterprise Level
support, Vitria shall use its commercially reasonable efforts, working with
Licensee personnel twenty-four (24) hours a day, seven (7) days a week for
disposition of a Case.

TARGETED ACCELERATED RESPONSE TIMES:

EXPERT LEVEL

PRIORITY RESOURCE ALLOCATION REPORTING INTERVAL
-------- ------------------- -----------------

1 2 business hours Mutual agreement
2 4 business hours Once per business day
3 8 business hours Weekly
4 24 business hours N/A

ENTERPRISE LEVEL

PRIORITY RESOURCE ALLOCATION REPORTING INTERVAL
-------- ------------------- -----------------

1 1 business hour (reporting via 24x7 pager to Vitria) Twice per business day or as
requested by Licensee
2 2 business hours Once per business day
3 4 business hours Weekly
4 24 business N/A

2.5 Escalation Procedures.

The following process defines the steps, actions and notifications towards
problem resolution for Priority 1 and Priority 2 Cases.

Problem Disposition

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Step 1: Licensee initiates the technical support request by opening up
a Case.

Step 2: Vitria Support resources are assigned and Case resolution
efforts begin as defined above in Service Level Objectives.

Step 3: All identified Bugs are logged into Vitria's product quality
tracking system. Appropriate personnel in Vitria's Quality Assurance
("QA") and Product Development ("PD") departments shall commence work
to:

- evaluate workaround options;

- understand complexity of a Bug fix;

- determine and allocate necessary resources; and

- confirm plan of action.

If no effective Case resolution or workaround is achieved or no acceptable
approach is evident within the following time lines, Vitria will ensure that
appropriate company resources are deployed until an appropriate resolution or
interim resolution target is in place:

ENTERPRISE ENTERPRISE EXPERT EXPERT
VITRIA ACTION PRIORITY 1 PRIORITY 2 PRIORITY 1 PRIORITY 1
------------- ---------- ---------- ---------- ----------

Vitria Customer Services management is notified. 2 hours 4 hours 8 hours 24 hours
Product engineering resources are assigned to
assist towards disposition
Director of Customer Service is notified. 4 hours 8 hours 24 hours 48 hours
Senior engineering resources are assigned.
SVP Product Development is notified. 8 hours 24 hours 48 hours 48 hours
Account added to executive account review list.
Code Red team engaged (Priority 1)

3. CONDITIONS OF SERVICE

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3.1 Retirement of Releases. Vitria provides Standard Technical Support
services for a Product version from the date the Product version
becomes generally available until such version is retired. Vitria
retires commercial releases of the Product as follows:

(i) One (1) month after the commercial release of the subsequent
Maintenance Release;

(ii) Six (6) months after the commercial release of a Minor Functional
Release;

(iii) Twelve (12) months after the commercial release of a Major
Functional Release.

In all cases, Vitria will provide support services with respect to
questions regarding general "how-to" use of a retired release of the
Product for twelve (12) months following its retirement.

3.2 Use of Product. Licensee's use of any Product provided by Vitria as
part of Standard Technical Support services shall be governed by the terms of
the Agreement. Vitria reserves the right to change the services in Standard
Technical Support services to take effect at the termination of the then current
maintenance agreement term.

4. TERM AND TERMINATION

4.1 The term of Standard Support Services for Products commences with the
effective date of an Order Form and may be extended by Licensee each
year for annual periods thereafter unless terminated by either party as
provided herein.

4.2 Termination. Licensee may terminate Standard Technical Support service
at the end of the term by giving written notice to Vitria at least
thirty (30) days prior to the end of any such term. Vitria may suspend
or cancel Standard Technical Support services if Licensee fails to make
payment of the Support Fees as set forth under the Order Form. Either
party may terminate Standard Technical Support services if the other
party breaches any of the Standard Technical Support service terms and
conditions and the breach is not remedied within thirty (30) days after
receiving written notice of the breach. In the event the Agreement is
terminated, Technical Support Services will terminate automatically.

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5. FEES AND PAYMENT

5.1 Fees. Support Fees for the first year for any Product licensed is
specified in the applicable Order Form. Unless otherwise set forth in
an Order Form, the Support Fee for any renewal period shall be Vitria's
then prevailing Price List. For Product licensed after Licensee's
initial order, the term of Technical Support Services will be set, and
the Support Fee will be pro-rated, so that the coverage periods for all
Products licensed to Licensee and covered by Technical Support Services
will coincide. When ordered, Technical Support Service must be ordered
for all components in the Product.

5.2 Payment. Support Fees will be billed on an annual basis, payable in
advance and due as set forth in Section 3 of the Agreement.

5.3 Lapse of Coverage. In the event that coverage for Technical Service
lapses as a result of termination by Licensee for any reason or by
Vitria for Licensee's non-payment, renewal of such service will require
payment by Licensee of a reinstatement fee to Vitria equal to one
hundred percent of the sum of the fees for any previously unpaid
contract period(s) plus full payment for the pending annual period.

6. EXCLUSIONS

Vitria shall have no obligation to support Products that are modified without
Vitria's written consent; use of the Products other than in accordance with the
Documentation; Products installed on any computer hardware or in combination
with other software, except as specified in the Documentation.

7. LIMITATION OF LIABILITY

Vitria's aggregate liability for damages from any cause of action whatsoever
relating to Vitria's obligations to provide Technical Support Service shall be
limited to the amount paid by Licensee for such services for the applicable
year. Vitria's liability shall be further limited as provided in the Agreement.

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EXHIBIT B
PROFESSIONAL SERVICES TERMS AND CONDITIONS

1. DEFINITIONS.

The following Definitions apply to the provision of Professional Services:

"CHANGE ORDER REQUEST" means Licensee's written request to Vitria for
modifications or supplements to an existing Statement of Work to provide for
additional Professional Services or to change the scope of Professional Services
contemplated thereunder. A Change Order Request must include the nature of the
Change Order Request and specifically referencing the Statement of Work to which
it is applicable, the cost and timing to effect same, and the affect upon the
related Statement of Work of implementing the Change Order, and such other
information as the parties deem material.

"CHANGE ORDER" means the finalized, fully executed version of a mutually agreed
Change Order Request.

"DELIVERABLES" means all work product and intellectual property (excluding
Products) created or conceived by Vitria and/or any employee, other person or
entity working for or under Vitria, and delivered to Licensee in connection with
and/or as part of Professional Services provided to Licensee under the Agreement
and Statement(s) of Work.

"LICENSEE'S PRIOR TECHNOLOGY" means Licensee's software, programming
documentation, technical ideas, and any other Intellectual Property Rights
developed or owned by Licensee prior to commencement of this Agreement.

"STATEMENT OF WORK" means a form specifying the Professional Services as
mutually agreed upon in writing by the parties and which is incorporated by this
reference into the applicable Order.

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"VITRIA PRIOR TECHNOLOGY" means Vitria's software, programming documentation,
technical ideas, and any Intellectual Property Rights therein developed prior to
commencement of this Agreement, including without limitation, the Products and
Documentation.

2. STATEMENTS OF WORK. Vitria agrees to provide Licensee with the
Professional Services specified in one or more Statements of Work as are signed
from time to time by the parties; any Statements of Work are incorporated into
and form a part of the Agreement. Nothing in the Agreement shall be construed as
precluding or limiting in any way the right of Licensee to obtain from, or
provide to, any person or entity, such products, deliverables, consulting or
other services of any kind or nature whatsoever as Licensee in its sole
discretion may deem appropriate from time to time.

3. VITRIA'S RESPONSIBILITIES.

3.1 Vitria will furnish qualified personnel to perform the Professional
Services at the times and location(s) designated in the Statement of Work.
Vitria shall make reasonable efforts to honor specific requests by Licensee with
regard to Vitria's employees, including replacements thereof, who are assigned
to perform Professional Services and any other aspect of obtaining the desired
results under the Agreement and this Exhibit B. Licensee will designate a
project manager to be Vitria's primary contact for all aspects of the
Professional Services to be performed hereunder.

3.2 Vitria will ensure that its employees will, whenever on Licensee'
premises, comply with all reasonable instructions, protocols and directions
issued by Licensee.

4. LICENSEE'S RESPONSIBILITIES.

4.1 In all cases, responsibility for development of Licensee's applications
and deployment of the Products is with Licensee. Vitria will not be liable to
Licensee or any third party for any delay in completion or non-completion of any
Licensee application or deployment of Products. Licensee's applications are and
will remain at all times under Licensee's control and direction.

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4.2 The use of the Products by Licensee and the obligation to pay license
fees is not contingent upon provision of the Professional Services.

4.3 When Professional Services are to be provided at Licensee's site,
Licensee shall provide Vitria's on-site employees with temporary office space,
telephone service, copying and general office supplies which may reasonably be
necessary to facilitate Vitria's performance of the Professional Services.
Licensee will provide Vitria's on-site employees with such limited access to
Licensee's computer networks as is necessary for the performance of Professional
Services. To the extent a Licensee delay in the provision of such support may
increase the costs or efforts of Vitria hereunder and Vitria notifies Licensee
in writing of such delay and Licensee fails to remedy the delay, such delay may
result in commensurably increased costs to Licensee. In addition, to the extent
a delay in the provision of Professional Services is due to the delay of
Licensee to perform their obligations and Vitria notifies Licensee in writing of
such delay and Licensee fails to remedy such delay, such delay shall extend the
time required by Vitria to perform the Professional Services by the amount of
such Licensee delay.

5. TERMINATION OF A STATEMENT OF WORK.

5.1 Licensee shall have the right to terminate any Statement(s) of Work for
convenience, in whole or in part, at any time by giving Vitria written notice
thereof not less than fourteen (14) days prior to the effective date of such
termination and Licensee shall promptly pay (on a pro-rata basis if fixed fee)
for Professional Services rendered and expenses properly incurred through the
date of termination. In addition to the terms of the Agreement, Licensee shall
have the right to terminate any Statement(s) of Work immediately in the event of
a material breach of any Statement(s) of Work by Vitria, which breach remains
uncured for a period of ten (10) days after written notice reasonably specifying
the nature of the breach is given to Vitria.

5.2 In the event of termination of the Agreement or any Statement(s) of
Work for any reason except non-payment by Licensee, Vitria shall deliver to
Licensee within ten

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(10) days of the date of termination all Deliverables prepared pursuant to
Professional Services provided under any such Statement(s) of Work that may be
owned by Licensee, in whatever current stage such Deliverables are in on the
date of termination.
6. INDEPENDENT VITRIA RELATIONSHIP.

6.1 Licensee shall identify and request the Professional Services to be
performed, but Vitria shall determine the legal means by which all Professional
Services are to be accomplished.

6.2 Vitria is solely responsible for paying its employees for Professional
Services performed under the Agreement. Licensee is not responsible for
withholding, and shall not withhold, FICA or any other employment-related taxes
of any kind from any payments made to Vitria. Vitria shall not be entitled to
receive any benefits that employees of Licensee are entitled to receive, nor
shall Vitria, be entitled to receive from or through Licensee, workers'
compensation, unemployment compensation, medical insurance, life insurance, paid
vacations, paid holidays, pension, profit sharing or Social Security on account
of Professional Services performed under the Agreement.

7. OWNERSHIP RIGHTS IN DELIVERABLES.

7.1 Licensee-Owned Deliverables. Unless otherwise agreed in a Statement of
Work all right, title and interest in and to all tangible Deliverables which are
uniquely customized for Licensee's proprietary methodologies or business
practices, whether comprising or incorporated in specifications, drawings,
sketches, models, samples, data, computer programs, reports, documentation or
other technical or business information ("Licensee-Owned Deliverables"), and all
Intellectual Property Rights derived from the Licensee Owned Deliverables are
hereby assigned by Vitria to Licensee and are hereby agreed by Vitria to be
transferred to Licensee or otherwise vested therein, effective when first
capable of being so assigned, transferred or vested. All Licensee Owned
Deliverables shall be provided to Licensee as required herein or on termination
or completion of this Agreement, whichever is earlier, unless Vitria is
requested in writing to do otherwise. All Licensee Owned Deliverables shall be
considered and arranged to be a "work made for hire" to the extent allowed by
law.

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7.2 Vitria-Owned Deliverables. Unless otherwise agreed in a Statement of
Work, any Deliverable that does not fall within the definition of Licensee-Owned
Deliverable, as described above, shall be owned by Vitria ("Vitria-Owned
Deliverables"). Vitria-Owned Deliverables excludes any Licensee Prior
Technology, and any derivatives thereof, that may be embedded or otherwise
included in or with such Deliverable.

7.3 Subject to the restrictions contained described above, it is understood
that Vitria shall be free to use its general knowledge, skills and experience
and any ideas, concepts, know-how, and techniques related to the services
provided by Vitria. It is further understood that Vitria has created, acquired
or otherwise has rights in, and may, in connection with the performance of
Services hereunder, employ, provide, modify, create, acquire or otherwise obtain
rights from third parties, other than Licensee, in various concepts, ideas,
methods, methodologies, procedures, processes, know-how, techniques, models,
templates, the generalized features of the structure, sequence and organization
of software, user interfaces and screen designs, general purpose consulting and
software tools, utilities and routines, and logic, coherence and methods of
operation of systems (collectively, the "Vitria Technology"). Notwithstanding
anything to the contrary in this Agreement, to the extent that either party uses
any of its intellectual or other property in connection with the performance of
services hereunder, such property shall remain the property of the party
providing such property. Subject to the restrictions described in the Section 5
of the Agreement ("Nondisclosure"), it is understood that Licensee shall be free
to use its knowledge, skills and experience and any concepts, ideas, methods,
methodologies, procedures, processes, know-how, and techniques acquired by
Licensee through access to the Vitria personnel resources, services and/or
deliverables.

7.4 Licensee shall not acquire title hereunder to Vitria Prior Technology
and any derivatives thereof that may be embedded or otherwise included in or
with such deliverables to the extent based upon Vitria Prior Technology. Subject
to Licensee's payment of fees for Professional Services, Vitria agrees to grant
and hereby grants to Licensee a non-exclusive, royalty-free license to Vitria
Technology or Vitria Owned

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Deliverables to the extent that they are needed for Licensee to exercise the
rights granted by Vitria to Licensee hereunder.

8. PROFESSIONAL SERVICES WARRANTY.

8.1 Vitria represents and warrants that it has the right, power and
authority to enter into this Agreement and that Vitria has all rights and
licenses that may be required in order to perform Services hereunder.

8.2 Vitria warrants that Vitria shall have and maintain the requisite
technical knowledge, skills, abilities, licenses and qualifications to provide
the Services; Vitria shall comply with all applicable local, state and federal
ordinances, laws and regulations in providing the Services, and all Services to
be performed hereunder will be performed in good faith and in a good,
professional, workmanlike, competent and timely manner, in conformity with all
applicable standards and the requirements of the Agreement and, as applicable,
the respective Statements of Work. This warranty shall be valid for ninety (90)
days from completion of service ("Services Warranty Period"). In the event that,
during the Services Warranty Period, Licensee discovers that any Services do not
conform to the warranty set forth in this paragraph, Licensee shall promptly
notify Vitria in writing of such nonconformance, and Vitria shall, at Licensee's
option and at Vitria's sole cost and expense, promptly either (i) re-perform
such Services in conformance with such warranty, or (ii) refund to Licensee the
fees paid for such deficient Services.

8.3 Vitria does not warrant Licensee's use of the Products will be
error-free or uninterrupted or that all Product errors will be corrected.
Licensee, and not Vitria, is responsible for determining whether the Products
will meet Licensee's requirements, or that the Products will operate in
combination with all non-Vitria software used by Licensee, except as may be set
forth in the Documentation.

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9. NON-SOLICITATION. Neither Party shall solicit for employment any
employee of the other Party who is directly involved in the project or
engagement associated with the performance of the Professional Services
described in a Statement of Work to the Agreement for a period of six (6) months
after completion of the respective Statement of Work except as may otherwise be
agreed in writing by the respective parties hereto. This Section shall not
restrict the right of either Party to (a) solicit the employment of employees of
the other Party after such employees have separated or have been separated from
the service of their employer, provided that such Party did not solicit such
separation, or (b) solicit or recruit generally in the media.

10. INSURANCE. During the term of this Agreement, Vitria shall maintain
commercially reasonable insurance coverage corresponding to the scope of the
Professional Services offered hereunder including, but not limited to; (i)
workmen's compensation, disability, unemployment insurance, and any other
insurance required by law, covering all of its operations in all locations of
Licensee at which services will be performed by Vitria under this Agreement;
(ii) Comprehensive General Liability insurance; and (iii) Errors and Omissions
Insurance. At Licensee's written request, Vitria shall provide a certificate of
insurance to Licensee evidencing such coverage.

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EXHIBIT 4

ADDITIONAL BUSINESS TERMS

1. Pursuant to Section 1.14, "TERRITORY" is defined as:

End Users with primary business in one of the following industries
located solely within Greater China:

a.) National, provincial, and local government entities;

b.) Manufacturing, Distribution, and Logistics;

c.) Telecommunications;

d.) Financial Services; and

e.) Energy.

2) DISTRIBUTION FEE AMOUNT

For the distribution license grant set forth in SECTION 2.1.2(A) above,
ChiLin shall pay to Vitria an "Annual Distribution Fee" as set forth below:

a) YEAR 1: [*]. This amount includes [*] for distribution rights
and [*] for maintenance releases charged at [*] of the
distribution fee amount.

b) YEAR 2: [*]. This amount includes [*] for distribution rights
and [*] for maintenance releases charged at [*] of the
distribution fee amount.

c) YEAR 3: [*]. This amount includes [*] for distribution rights
and [*] for maintenance releases charged at [*] of the
distribution fee amount.

d) YEAR 4: [*]. This amount includes [*] for distribution rights
and [*] for maintenance releases charged at [*] of the
distribution fee amount.

e) YEAR 5: [*]. This amount includes [*] for distribution rights
and [*] for maintenance releases charged at [*] of the
distribution fee amount.

3) LIMITATION ON INSTANCES

Pursuant to SECTION 2.1.2(A), the maximum number of production
Instances of each Licensed Product that ChiLin may sublicense to End Users is:

a) in contract Year 1: [*]

b) in contract Year 2: [*]

c) in contract Year 3: [*]

d) in contract Year 4: [*]

e) in contract Year 5: [*].

To the extent that ChiLin requires greater than the maximum number of
production Instances listed above of any Licensed Product in any contract year,
ChiLin may purchase from Vitria additional production Instances in blocks of [*]
production Instances for [*] per block.

4) PAYMENT SCHEDULE

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The Annual Distribution Fee for Year 1 shall be due Vitria within 30
days of the Effective Date of the Agreement. The Annual Distribution Fee for
each subsequent year shall be due Vitria within 30 days of each anniversary of
the Effective Date.

5) ROYALTY AMOUNT

For the distribution license grant set forth in SECTION 2.1.2(B) above,
ChiLin shall pay to Vitria [*] of the net license and support fees received by
ChiLin from such End Users within 60 days of receipt of payment by ChiLin from
such End Users.

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