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                                                                    EXHIBIT 10.5

                                   CORIO INC.
                          LICENSE AND HOSTING AGREEMENT

        This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware
corporation having its principal place of business at 1600 Rivera Avenue, Walnut
Creek, CA 94596 ("COMMERCE ONE").

                                   BACKGROUND

A.      Commerce One is the owner of certain proprietary software products (the
        "SOFTWARE" as further defined below); and

B.      Corio wishes to obtain a license to use and host the Software on the
        terms and conditions set forth herein in connection with the hosting
        services that Corio will provide to its Customers (as defined below) and
        Commerce One wishes to grant Corio such a license on such terms;

C.      The parties further wish to jointly market and promote the other party's
        software and/or services as well as provide support and professional
        services to Corio and its Customers in accordance with this Agreement.

        NOW, THEREFORE, for good and valuable consideration, the parties hereby
        agree as follows:

1.      DEFINITIONS.

The following terms shall have the following meanings:

1.1     "SOFTWARE USER" means a named user of the Corio Services worldwide to
        whom a user identification number and password has been assigned, which
        permits that user to access and use the Software on a designated Corio
        Server. The identification number and password used by a Software User
        is reusable and reassignable and may be used and transferred by Corio,
        in accordance with the licenses granted below, between Customers as one
        Customer discontinues the Corio Services and another Customer
        subscribes.

1.2     "ASP" means Application Service Provider.

1.2.5   "APPLICATION MANAGEMENT REVENUE" means net revenue Corio receives from
        Customers for Tier One support of the Software and MarketSite Service,
        operational support of the Software and MarketSite Service and basic
        infrastructure support (hardware, database and operating system) for the
        Software and MarketSite Service. Net revenue means all revenue received
        by Corio from Customers for the Software and MarketSite Service, less
        taxes, freight, insurance, refunds or credits and other non-product
        items.

1.3     "CORIO MARKET SEGMENT" means those customers with annual sales revenues
        of less than [*]. For the purposes of this definition the sales revenue
        shall apply to either the


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        entire corporate entity or any separately reporting division. Corio
        shall have the right to continue to support Corio Customers that have
        annual sales revenues greater than [*] by way of either sales growth or
        merger or acquisition of the Corio Customer. Corio and Commerce One
        further agree that should Corio desire to sell Corio Services to a
        parent company of a then current Corio Customer that is above this sales
        revenue threshold, each such sales opportunity shall be discussed as it
        arises.

1.4     "CORIO SERVERS" means the unlimited number of computer servers owned or
        operated by or for Corio which will contain the installed Software (as
        defined below) for access by Customers in connection with the Corio
        Services.

1.5     "CORIO SERVICES" means the hosting services offered by Corio to its
        Customers in which Corio allows Customers to access the Corio Servers.

1.6     "CUSTOMER(S)" means one or more customers of the Corio Services having
        its principal executive offices in the Territory who obtains a
        sublicense from Corio to use the Software or MarketSite.net Service, in
        the Corio Market Segment.

1.7     "DEMONSTRATION SOFTWARE" means copies of the Software which are for
        demonstration purposes only and which contain sample data and
        transactions.

1.8     "DOCUMENTATION" means any on-line help files or written instruction
        manuals regarding the use of the Software or MarketSite.net Service.

1.9     "RELATIONSHIP MANAGERS" means the appointed employee of each party, as
        set forth on EXHIBIT A attached hereto and made a part hereof, who shall
        be the primary contact for implementing and administering the terms and
        conditions of this Agreement.

1.10    "SOFTWARE" means Commerce One's proprietary software described in
        EXHIBIT A attached hereto and made a part hereof, in object code form
        only, and any Updates or Upgrades (as defined below) thereto.

1.11    "TERRITORY" means the area in which the licenses granted herein are
        applicable, currently limited to the geographic area of [*].

1.12    "UPDATE(S)" means any error corrections, bug fixes, modifications or
        enhancements to the Software, which are indicated by a change in the
        numeric identifier to the Software in the digit to the right of the
        decimal, or any error corrections, bug fixes, modifications or
        enhancements of the Software and MarketSite software used to operate the
        MarketSite.net Service.

1.13    "UPGRADE(S)" means a release, function or version of the Software
        designated as such by Commerce One which contains new features or
        significant functional enhancements to the Software, which are indicated
        by a change in the numeric identifier for the Software in the digit to
        the left of the decimal, or a new release, function or version of the
        MarketSite.net Service, which Upgrade is provided to Commerce One's
        installed customer base for the Software and MarketSite software used to
        operate the MarketSite.net Service. For the purposes of this Agreement,
        "Maintenance and Support" means those services listed in EXHIBIT C and
        the provision of Updates and Upgrades as called for by this Agreement


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

2.1     Hosting Software License. Subject to the terms and conditions of this
        Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual
        and irrevocable, nonexclusive, nontransferable (except in accordance
        with Section 14.1 of this Agreement), right and license in the Territory
        to (i) reproduce the Software in machine executable object code format
        only for installation on the Corio Servers; (ii) install multiple copies
        of the Software on Corio's Servers which will be made remotely
        accessible to Corio's Customers for their subsequent use, (iii) permit
        limited access to and use of the Software and MarketSite.net Service by
        Customers through Corio Servers; (iv) sublicense an unlimited number of
        Customers to access and use the Software and MarketSite.net Service only
        through the installation on Corio servers; and (v) use Commerce One's
        tools and utilities, subject to any restrictions placed on the Commerce
        One by third party software providers, to modify and manage the
        Software. Except as specifically authorized by this Agreement, no
        license is granted under this Agreement to Corio to distribute the
        Software to its Customers or for use other than as part of the Corio
        Services.

2.2     Internal Use License. Subject to the terms and conditions of this
        Agreement, Commerce One grants to Corio a nonexclusive, nontransferable
        (except in accordance with Section 14.1 of this Agreement),
        royalty-free, fully paid up, perpetual right and license in the
        Territory to reproduce, install and use additional copies of the
        Software and Software tools and utilities, subject to any restrictions
        placed on the Commerce One by third party software providers, in machine
        executable object code for (i) Corio's internal business operations and
        (ii) production, testing, development, upgrade, reporting and training.

2.3     Demonstration License. Subject to the terms and conditions of this
        Agreement, Commerce One hereby grants to Corio a nonexclusive,
        nontransferable (except in accordance with Section 14.1 of this
        Agreement) royalty-free, fully paid up right and license in the
        Territory, on Corio Servers, to make a reasonable number of copies of
        the Demonstration Software solely for demonstration purposes to
        potential Customers. Demonstration Software shall be made available to
        Corio's sales personnel and the parties agree to cooperate to make the
        Commerce One demonstration database available to Corio sales personnel
        on an ongoing basis.

2.4     Distribution License: Corio shall have the right to resell licenses for
        Commerce One software, including Hosted BuySite, to any Corio Customer
        in the Territory, [*]. Subject to the terms and conditions of this
        Agreement, Commerce One hereby grants to Corio a nonexclusive,
        nontransferable (except in accordance with Section 14.1 of this
        Agreement), right and license in the Territory to sell and distribute
        such software licenses to Customers pursuant to this Section 2.4. Under
        no circumstances shall Commerce One contact Corio Customers regarding a
        non-ASP license sale, unless requested to do so by Corio. Further, if a
        Corio Customer contacts Commerce One to purchase the Software license
        independent of the Corio Services, Commerce One shall immediately refer
        that Customer to Corio.

2.5     Software User License Agreements. Corio shall make the Software and the
        MarketSite.net Service on the Corio Servers remotely accessible to
        Customers under the then current terms of its end user license
        agreement. As to each Software User who is provided access to the
        Software, Corio


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    the Commission. Confidential treatment has been requested with respect to
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        shall secure the Software User's consent to an end user agreement, which
        provides that the Software User may access and/or use the Software and
        MarketSite.net Service only under terms and conditions which include, at
        a minimum, those set forth on EXHIBIT E ("END USER LICENSE AGREEMENT")
        and made a part hereof.

2.6     Access to MarketSite.net Service. For the fee set forth in Exhibit B
        attached hereto and made a part hereof, Corio and its Customers shall
        have unlimited access to Commerce One's MarketSite electronic catalogue
        service, as available to Commerce One customers at the URL:
        Marketsite.net, including without limitation, MarketSite.net Business
        Transaction Services, MarketPack of Premium Supplier Catalogs, and
        MarketSite Community Services ("MarketSite.net Service") in accordance
        with Commerce One's standard access procedures for its customers. In
        addition, the parties shall share certain revenues related to purchases
        made by Customers utilizing Commerce One's MarketSite.net Service, as
        set forth in EXHIBIT B hereto.

2.7     Restrictions. Corio may not copy, distribute, reproduce, use or allow
        access to the Software or the MarketSite.net Service except as
        explicitly permitted under this Agreement, and Corio shall not, nor will
        it permit any third party to, modify, adapt, translate, prepare
        derivative works from, decompile, reverse engineer, disassemble or
        otherwise attempt to derive source code from the Software or any
        internal data files generated by the Software except as required by law.

2.8     Ownership. Commerce One hereby retains all of its right, title, and
        interest in and to the Software, including all copyrights, patents,
        trade secret rights, trademarks and other intellectual property rights
        therein. All rights not expressly granted hereunder are reserved to
        Commerce One. The Software and all copies thereof are licensed, not
        sold, to Corio.

2.9     New Products. Updates and Upgrades to the Software and the
        MarketSite.net Service and software are subject to the terms of this
        Agreement and are included in the Maintenance and Support fees payable
        by Corio. Commerce One agrees to license Corio to use future products
        and solutions offered by Commerce One according to the license fees and
        other terms and conditions as the parties may agree. These products and
        solutions may include, but are not limited to the following: e-commerce,
        and marketing and sales force automation solutions.

2.10    Expansion of Geographical Scope. The parties agree Corio may seek
        permission to expand the scope of the licenses granted under this
        Section 2 worldwide, at no additional cost to Corio, and maintaining the
        revenue sharing provisions contained herein, and Commerce One shall not
        unreasonably withhold its permission to expand all such licenses
        worldwide at no additional cost to Corio. If and when localized versions
        of the Software become available, these versions shall be made available
        under the maintenance and support provisions of this Agreement.

3.      DELIVERY OF SOFTWARE.

3.1     Delivery and Acceptance. Commerce One shall issue to Corio, via
        electronic means of delivery, as soon as practicable, one (1)
        machine-readable copy of the Software, along with one (1) copy of the
        on-line Documentation. Commerce One will provide Corio with one written
        copy of the Documentation at no cost, and any additional written copies
        at Commerce One's standard charges. Corio acknowledges that no copy of
        the source code of the Software will be provided to

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        Corio. Within thirty (30) days of delivery of the Software, but in no
        event later than December 1, 1999, Corio shall test the Software for
        conformance with the Documentation ("Acceptance Test"). If the Software
        performs in substantial accordance with the Documentation, then Corio
        shall notify Commerce One in writing of its acceptance of the Software.
        In the event Corio finds material errors or defects with the Software,
        Corio shall notify Commerce One in writing of such errors or defects and
        provide adequate detail to facilitate Commerce One replicating the error
        or defect. Upon receipt of written notice, Commerce One shall have
        fifteen (15) days to correct the defect, reinstall the Software at the
        Corio site and re-perform the Acceptance Test. If Corio does not accept
        the Software after the second Acceptance Test, a third Acceptance Test
        will be performed. Notwithstanding the foregoing, all Acceptance Testing
        shall be complete by December 30, 1999, and Corio shall notify Commerce
        One in writing of it's acceptance or rejection of the Software no later
        than December 31, 1999. If after the third Acceptance Test Corio does
        not accept the Software, Corio may, at its sole option, elect to (i)
        repeat the Acceptance Test or (ii) terminate the Agreement and receive a
        refund of any fees paid to Commerce One as of such date. Both parties
        acknowledge that any professional services provided to Corio subsequent
        to the installation and acceptance of the Software are non-essential for
        the purpose of the acceptance of the Software.

3.2     New Versions. Commerce One shall provide Corio with any pre-release
        versions of relevant Updates or Upgrades of the Software. Commerce One
        shall make these versions available to Corio to preview at the earliest
        possible date. Commerce One shall provide all such Updates and Upgrades
        to Corio free of additional charge and Corio shall, in its sole
        discretion determine when, and if, to offer any such Updates and/or
        Upgrades to its Customers.

3.3     Additional Materials. Commerce One shall use all commercially reasonable
        efforts to promptly provide Corio with, at a minimum, the following: (i)
        release notes; (ii) beta releases; (iii) contacts at beta customers,
        when requested by Corio and subject to the approval of the Commerce One;
        (iv) proactive bug notification; (v) software patches; (vi) release
        documentation including technical reference manuals and user guides; and
        (vii) all applicable data objects relevant to the Software. These
        materials shall be provided at no cost to Corio.

4       FEES.

4.1     License Fees. In consideration for the licenses granted to Corio
        pursuant to Section 2 of this Agreement, Corio shall pay the license
        fees specified in EXHIBIT B hereto. Payment terms of such license fees
        shall be as set forth in EXHIBIT B hereto.

4.2     Software Support and Maintenance Fees. Corio shall pay to Commerce One
        an annual Software Maintenance and Support fee for the support services
        to be provided by Commerce One specified in Exhibit C attached hereto
        and made a part hereof, and Updates and Upgrades, according to the fees
        set forth in Exhibit B hereto. Payment terms of annual Software
        Maintenance and Support fees shall be as set forth in Exhibit B hereto.
        Maintenance and Support shall automatically continue during the term of
        this Agreement and thereafter, provided that Corio continues to pay the
        annual Maintenance and Support fees contained in Exhibit B, attached
        hereto.

4.3     Taxes. All fees are exclusive of any sales taxes, use taxes and any
        other taxes and charges of any kind imposed by any federal, state or
        local governmental entity for products and services

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        provided under this Agreement, and Corio is responsible for payment of
        all taxes concerning the Corio Services, excluding taxes based solely
        upon Commerce One's income.

4.4     Audit Rights. Corio shall keep true and accurate books of accounts and
        records for determining the amounts payable to Commerce One under this
        Agreement. Such books and records shall be kept for at least three (3)
        years following the end of the calendar month to which they pertain, and
        shall be open for inspection by an independent certified public
        accountant reasonably acceptable to Corio for the purpose of verifying
        the amounts payable to Commerce One under this Agreement. Such
        inspections may be made no more than once each calendar year, at
        reasonable times and upon reasonable notice. Commerce One shall bear all
        costs and expenses of such inspection. If any such inspection discloses
        a shortfall or an overpayment, the appropriate party shall promptly pay
        the amount of such shortfall or refund such overpayment. In addition, if
        any such inspection reveals an underpayment of more than five percent
        (5%) for the period under audit, Corio shall reimburse Commerce One for
        the reasonable cost of the examination.

5       INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1     Installation. Commerce One shall provide Corio with access to one (1)
        full-time operations consultant for one (1) week at no charge to Corio
        as part of the installation project as described in the Corio Statement
        of Work - Hosted BuySite ASP, dated October 28, 1999 ("Statement of
        Work") incorporated herein by reference.

5.2     Implementation. Commerce One shall provide Corio with sufficient access
        to Commerce One's professional services organization during the first
        three (3) implementations of the Software conducted by Corio and its
        Customers, in accordance with the Statement of Work incorporated herein
        by reference, subject to the payment by Corio of the professional
        services fee set forth in Exhibit B hereto ("IMPLEMENTATION FEE").
        Additionally, during the term of the Agreement the parties shall meet
        periodically to discuss Updates and Upgrades to the Software and
        MarketSite.net Service to better support Corio's and its Customers'
        specific application requirements, to be provided at no charge to Corio.

5.3     Support and Maintenance. Commerce One shall provide Corio with support
        described in EXHIBIT C hereto, and maintenance in the form of Updates
        and Upgrades. Corio shall be responsible for providing its Customers
        with routine technical support of the Software and MarketSite.net
        Service. Corio shall escalate any technical support questions or
        problems it is unable to answer or resolve directly to Commerce One for
        Commerce One's immediate attention and resolution under the schedule set
        forth in EXHIBIT C hereto. The support described in this Section 5.3 and
        EXHIBIT C hereto shall be provided to Corio but Commerce One shall have
        no obligation to provide any maintenance or support services to other
        third parties. Subject to Corio's payment of the annual support and
        maintenance fee, Commerce One's support and maintenance obligation of
        the Software and MarketSite.net Service shall continue after termination
        or expiration of this Agreement with respect to all Software Users
        granted access to the Software and MarketSite.net Service prior to
        termination or expiration of this Agreement.

5.4     Product Management Meetings. The parties agree to meet either in person
        or via teleconference on no less than a quarterly basis to discuss,
        without limitation, engineering, feature-functionality and
        architecture-related issues as they pertain to the Software and
        MarketSite.net Service. The specific topics of the meetings will be
        determined on a meeting-by-meeting basis. Each party

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        shall appoint a product manager to coordinate these meetings. Commerce
        One shall provide Corio with information relevant to future Software and
        MarketSite.net Service development efforts, including product and
        service roadmap, rollout strategy, and plans for future development
        efforts. The product managers shall be those persons set forth on
        EXHIBIT A hereto.

5.5     Training. Commerce One shall provide Corio with training as reasonably
        requested by Corio to train Corio's technical and support personnel
        regarding implementation, use and operation of the Software and
        MarketSite.net Service as part of the Implementation Fee. Thereafter,
        throughout the term of the Agreement and at Corio's request, Commerce
        One shall provide additional training to Corio subject to payment of
        Commerce One's standard training fees at a [*]. Corio shall be
        responsible for training its Customers regarding proper use of the
        Software and MarketSite.net Service. Further, the parties shall work
        together and cooperate to train Corio's sales force and product
        consultants on the Software and MarketSite.net Service and the alliance
        contemplated by this Agreement, including without limitation, how to
        position, sell and demonstrate the Software and MarketSite.net Service
        to potential customers.

5.6     Other Services. Upon Corio's request, Commerce One shall provide certain
        professional services, including without limitation, consulting
        services, to Corio or its Customers, subject to the mutual written
        agreement on the scope of such services, pricing and other terms and
        conditions.

5.7     Sales and Marketing Efforts. The parties shall engage in joint marketing
        and sales activities as set forth in EXHIBIT D attached hereto and made
        a part hereof.

6       TRADEMARKS.

6.1     Right to Display. During the term of this Agreement, each party
        authorizes the other party to display and use the other's trademarks,
        trade names and logos (collectively, the TRADEMARKS) in connection with
        that party's sale, advertisement, service and promotion of the Corio
        Services or the Software and MarketSite.net Service. Each party shall
        indicate in all product, service, publicity and printed materials
        relating to the Corio Services or the Software and MarketSite.net
        Service that such trademarks are the property of the originating party.
        Upon termination of this Agreement, each party shall cease all display,
        advertising and use of all Trademarks of the other party and shall not
        thereafter use, advertise or display any trademark, trade name or logo
        which is, or any part of which is, confusingly similar to any such
        designation association with Corio or the Corio Services or Commerce One
        or any Commerce One product.

6.2     Promotion Materials and Activities. All representations of the other
        party's Trademarks that a party intends to use shall be exact copies of
        those used by the other party and shall first be submitted to the
        originating party for approval of design, color and other details, which
        consent shall not be unreasonably withheld or delayed. To ensure
        trademark quality, each party shall fully comply with all written
        guidelines provided by the other party concerning the use of the
        originating party's Trademarks. Each party agrees to change or correct
        any material or activity that the originating party determines to be
        inaccurate, objectionable, misleading or a misuse of the originating
        party's Trademarks.


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7       WARRANTIES AND DISCLAIMER.

7.1     No Conflict. Each party represents and warrants to the other party that
        it is under no current obligation or restriction, nor will it knowingly
        assume any such obligation or restriction that does or would in any way
        interfere or conflict with, or that does or would present a conflict of
        interest concerning the performance to be rendered hereunder or the
        rights and licenses granted herein.

7.2     Intellectual Property Warranty. Commerce One represents and warrants to
        Corio that (a) Commerce One is the sole and exclusive owner of the
        Software; (b) Commerce One has full and sufficient right, title and
        authority to grant the rights and/or licenses granted to Corio under
        this Agreement; (c) the Software does not contain any materials
        developed by a third party used by Commerce One except pursuant to a
        license agreement; and (d) the Software does not infringe any patent,
        copyright, trade secret, trademark or other intellectual property rights
        of a third party.

7.3     Product Warranty. Commerce One warrants that the Software and
        MarketSite.net Service will perform in substantial accordance with the
        Documentation, and the media on which the Software is distributed will
        be free from defects in materials and workmanship under normal use, for
        a period of sixty (60) days from the Effective Date, but in no event not
        later than December 31, 1999 (the "Warranty Period"). In addition,
        Commerce One warrants that during the Warranty Period the Software and
        MarketSite.net Service is free of any willfully introduced computer
        virus, or any other similar harmful, malicious or hidden program or
        data, which is designed to disable, erase, or alter the Software, or any
        other files, data, or software. If during the Warranty Period the
        Software and MarketSite.net Service does not perform in substantial
        compliance with the Documentation, Commerce One shall take all
        commercially reasonable efforts to correct the Software and
        MarketSite.net Service, or if correction of the Software and
        MarketSite.net Service is reasonably not possible, replace such Software
        and MarketSite.net Service free of charge. Commerce One will replace any
        defective media returned to Commerce One during the Warranty Period. In
        the event any such breach of warranty can not be reasonably corrected at
        Commerce One's sole expense, Corio has the right to terminate this
        Agreement and receive a refund of all prepaid fees. The foregoing are
        Corio's sole and exclusive remedies for breach of product warranty. The
        warranty set forth above is made to and for the benefit of Corio only.
        The warranty shall not apply only if:

        (a)     the Software and MarketSite.net Service has been not properly
                installed and used at all times and in accordance with the
                Documentation; and

        (b)     Corio has requested modifications, alterations or additions to
                the Software and MarketSite.net Service that cause it to deviate
                from the Documentation.

7.4     Product Warranty - Year 2000 Compliance. Commerce One warrants that the
        Software and MarketSite.net Service, when used in accordance with its
        associated documentation, is in all material respects capable upon
        installation of accurately processing, providing and/or receiving date
        data from, into and between the twentieth and twenty-first centuries,
        including the years 1999 and 2000, and leap year calculations; provided
        that all licensee and third party equipment, systems, hardware, software
        and firmware used in combination with the Software and MarketSite.net
        Service properly exchange date data with the Software and MarketSite.net
        Service

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        OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
        MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8       INDEMNIFICATION.

8.1     By Commerce One. Commerce One shall indemnify, defend and hold harmless
        Corio and its Customers from any and all damages, liabilities, costs and
        expenses (including reasonable attorneys' fees) incurred by Corio or its
        Customers arising out of any claim that the Software infringes any
        patent, copyright, trademark or trade right secret of a third party;
        provided that Corio or its Customer promptly notifies Commerce One in
        writing of any such claim and promptly tenders the control and the
        defense and settlement of any such claim to Commerce One at Commerce
        One's expense and with Commerce One's choice of counsel. Corio or its
        Customer shall cooperate with Commerce One, at Commerce One's expense,
        in defending or settling such claim and Corio or its Customer may join
        in defense with counsel of its choice at its own expense. If the
        Software is, or in the opinion of Commerce One may become, the subject
        of any claim of infringement or if it is adjudicatively determined that
        the Software infringes, then Commerce One may, at its sole option and
        expense, either (i) procure for Corio the right from such third party to
        use the Software, (ii) replace or modify the Software with other
        suitable and substantially equivalent products so that the Software
        becomes noninfringing, or if (i) and (ii) are not practicable after
        Commerce One has exhausted all diligent efforts, (iii) terminate this
        Agreement and refund to Corio a pro-rated portion of the fees paid
        hereunder.

8.2     Limitations. Commerce One shall have no liability for any infringement
        based on (i) the use of the Software other than as set forth in the
        Documentation; or (ii) the modification of the Software by a party other
        than Commerce One, when such infringement would not have occurred but
        for such modification.

9       LIMITATION OF LIABILITY.

        EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO
        EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR
        THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT ACTUALLY
        PAID BY CORIO HEREUNDER FOR THE TRANSACTION WHICH THE LIABILITY RELATES
        TO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FILING OF THE
        CAUSE OF ACTION TO WHICH THE LIABILITY RELATES. EXCEPT FOR LIABILITY
        ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER
        PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR
        COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY
        INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY
        THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF
        THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THIS SECTION 9
        REPRESENTS A REASONABLE ALLOCATION OF RISK.

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        LIABILITY RELATES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS
        AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE
        OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE
        GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
        HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH
        PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES
        AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK.

10      CONFIDENTIALITY.

        Each party hereby agrees that it shall not use any Confidential
        Information received from the other party other than as expressly
        permitted under the terms of a non-disclosure agreement to be
        concurrently executed with this Agreement.

11      TERM AND TERMINATION.

11.1    Term. The term of this Agreement shall commence on the Effective Date
        and shall continue in full force and effect for an initial period of
        five (5) years. Thereafter, this Agreement shall automatically renew for
        subsequent one (1) year periods unless either party provides the other
        party with written notification at least thirty (30) days prior to the
        expiration of the initial five (5) year term or any one (1) year renewal
        thereof of its intention to terminate this Agreement.

11.2    Termination. If either party materially breaches any term or condition
        of this Agreement and fails to cure such breach within-thirty (30) days
        after receiving written notice of the breach, the nonbreaching party may
        terminate this Agreement on written notice at any time following the end
        of such-thirty (30) day period. This Agreement shall terminate
        immediately upon notice if either party becomes insolvent (i.e., becomes
        unable to pay its debts in the ordinary course of business as they come
        due) or makes an assignment for the benefit of creditors. Compliance by
        the Software with the Software's specifications after expiration of the
        Warranty Period shall be deemed a material condition of this Agreement.

11.3    Effect of Termination. The following Sections shall survive the
        termination or expiration of this Agreement for any reason: 4.2, 5.3, 7,
        8, 9, 10, 12 and 14. Corio's right to allow its then-existing Customers
        and their Software Users to use and access the Software in accordance
        with Section 2 of this Agreement and all payment obligations related
        thereto shall survive any termination or expiration of this Agreement.
        Commerce One's obligation to provide Software support and maintenance to
        Corio and its Customers shall survive any termination or expiration of
        this Agreement, provided Corio continues to make its annual support and
        maintenance payments as specified in this Agreement. Upon termination or
        expiration of this Agreement, each party shall otherwise return or
        destroy any Confidential Information of the other party provided,
        however, Corio may retain any Confidential Information necessary for
        Corio to continue supporting it's then-existing Customers.

12      SOURCE CODE ESCROW.

12.1    Escrow Account. Within sixty (60) days of the Effective Date, Commerce
        One agrees to execute an escrow agreement by and among Corio, Commerce
        One and a mutually acceptable escrow agent (the "ESCROW AGENT"). The
        Escrow Agent shall require Commerce One to place in an



                                       10



<PAGE>   11
        escrow account in California a copy of the source code of the Software
        including all Updates and Upgrades thereto, documentation and similar
        materials (the SOURCE CODE). The escrow agreement shall contain, at a
        minimum, the terms and conditions set forth in this Section 12. Corio
        shall bear all fees, expenses and other charges to open and maintain
        such escrow account. If a Release Condition (as defined in Section 12.2
        of this Agreement) occurs and the Escrow Agent provides the Source Code
        to Corio under the escrow agreement, Corio agrees to hold the Source
        Code in confidence pursuant to the provisions contained in Section 10 of
        this Agreement, and not to use them for any purpose other than those
        purposes contemplated under Section 12.3 of this Agreement.

12.2    Release. Corio shall notify Commerce One in writing if it believes that
        one of the following events (the "RELEASE CONDITIONS") has occurred and
        that it intends to seek release of the Source Code from the escrow
        account: (i) Commerce One's dissolution or ceasing to do business in the
        normal course, or (ii) Commerce One's repeated and material breach of
        its support and maintenance obligations under Section 5 of this
        Agreement and such breach is not cured within sixty (60) days of receipt
        of written notice thereof from Corio. If Commerce One notifies Corio in
        writing that it disputes whether any such event has occurred, officers
        of each of the parties shall negotiate for a period of ten (10) business
        days to attempt to resolve the dispute. At the end of such ten (10)
        business day period, if the parties have not resolved the dispute, the
        matter shall be referred to arbitration in the manner provided in
        Section 14.3 of this Agreement.

12.3    License. Upon the release of the Source Code to Corio pursuant to
        Section 12.2 of this Agreement, Corio shall have a royalty-free,
        nonexclusive, nontransferable, right and license in the Territory to use
        and modify the Source Code to support and maintain the Software until
        the expiration or termination of Corio's Customers' End User License
        Agreements. The object code derived from the Source Code so modified
        shall be subject to the same rights and restrictions on use,
        reproduction and disclosure that are contained in this Agreement with
        respect to the Software. Corio shall not distribute, sell or sublicense
        the Source Code. Subject to the licenses expressly granted in this
        Agreement, Commerce One shall retain all right, title and interest in
        and to the Source Code. This license shall be deemed to extend worldwide
        in scope if Corio, at the time one or more Release Conditions has
        occurred, has been granted worldwide license rights by Commerce One
        under Section 2 of this Agreement.

13      SHARED RESOURCES.

13.1    Operations. To the extent not provided for within the Statement of Work
        covered by the Implementation Fee, Commerce One shall provide Corio with
        access to Commerce One operations personnel as reasonably requested by
        Corio, subject to payment by Corio of Commerce One's standard fees [*].
        These Commerce One operations personnel shall work together with Corio
        personnel to optimize the architecture and performance of the Software
        and MarketSite.net Service in a hosted environment. Commerce One shall
        only commit personnel with expertise in installations, operating
        environments and networking functionality.

13.2    Consulting. To the extent not provided for within the Statement of Work
        covered by the Implementation Fee, Commerce One shall provide Corio with
        access to Commerce One consulting personnel as reasonably requested by
        Corio, subject to payment by Corio of Commerce One's standard fees [*].
        These Commerce One


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

                                       11



<PAGE>   12
        consulting personnel shall initially work together with Corio personnel
        to develop implementation templates. Commerce One may, in its sole but
        reasonable discretion, elect to assign resources from a third party
        systems integrator subject to advance notification to Corio of such
        election.

13.3    Engineering. Commerce One shall provide Corio with reasonable access to
        Commerce One engineering personnel at no additional cost to Corio. Joint
        engineering work may include product development, including without
        limitation, technical and functional application development and
        integration.

13.4    Other. All services provided hereunder, in addition to services
        subsequently requested by Corio (e.g. customization of the Software)
        shall be subject to the terms of a separate agreement between the
        parties.

13.5    Ownership. Subject to Commerce One's pre-existing ownership of any
        materials or technology provided to Corio, the results of all such
        development efforts set forth in this Section 13, including all
        intellectual property rights in any software interface coding or
        programs created solely by Corio during the term of this Agreement to
        enable the Software to operated within the Corio Servers' hosted
        environment ("DEVELOPMENTS"), shall be owned by Corio, unless such
        Developments are supported on an ongoing basis by Commerce One in which
        case Commerce One will retain all ownership rights, including
        intellectual property rights in the Developments. To the extent that
        Commerce One would otherwise have a claim of ownership in such
        Developments, Commerce One hereby assigns all rights in and to such
        Developments to Corio. Further, Commerce One represents and warrants
        that all Commerce One employees, agents, contractors or consultants that
        will be provided to work together with Corio have or will have signed
        agreements with customary terms containing confidentiality provisions
        and assignment of inventions ("EMPLOYEE NDA/INVENTION AGREEMENT"). Corio
        covenants and warrants that it will not disclose to Commerce One or its
        officers, directors, employees, agents, contractors or consultants any
        proprietary information, including without limitation any technical
        information related to Developments created solely by Corio under this
        Agreement, except upon the written authorization to do so by a Corporate
        Officer of Commerce One. Commerce One covenants that during the term of
        this Agreement, it will continue to require all Commerce One employees,
        agents, contractors or consultants to sign an Employee NDA/Invention
        Agreement and that Commerce One will furnish to Corio copies of such
        signed agreements upon Corio's request. Ownership of intellectual
        property rights to any enhancements, modifications or derivative works
        to the Software itself which may be developed jointly by the parties or
        solely by Corio shall be negotiated by the parties prior to the start of
        any such development work.

13.6    Independent Development: Covenant not to Sue. Nothing in this Agreement
        will be construed to prohibit either parties' right to independently
        develop the Developments contemplated above. Each party covenants that
        it shall not, under any circumstances, sue the other party (or its
        officers, directors, successors and assigns) or any of that parties'
        licensees, customers, or distributors ("Protected Entities") for patent
        infringment under any future patents or future patent rights relating to
        said Developments, that either party owns or controls, so long as that
        Protected Entity has a license from Commerce One or Corio to the
        Software, or to a product that is a modification of, derivative work
        based on, or replacement for the Software. The foregoing covenant is
        binding on Corio's permitted successors and assigns, and inures to the
        benefit of any

                                       12



<PAGE>   13
        of Commerce One's successors and assigns, and is binding on Commerce
        One's permitted successors and assigns, and inures to the benefit of any
        of Corio's successors and assigns.

14      MISCELLANEOUS.

14.1    Assignment. Neither party may assign this Agreement or any rights or
        obligations hereunder, whether by operation of law or otherwise, without
        the prior written consent of the other party. Notwithstanding the
        foregoing, either party shall have the right to assign this Agreement in
        connection with the merger or acquisition of such party or the sale of
        all or substantially all of its assets related to this Agreement without
        such consent, except in the case where such transaction involves a
        direct competitor of the other party where consent of the other party
        will be required. Subject to the foregoing, this Agreement will bind and
        inure to the benefit of the parties, their respective successors and
        permitted assigns. Any assignment in violation of this Section 14.1
        shall be null and void.

14.2    Waiver and Amendment. No modification, amendment or waiver of any
        provision of this Agreement shall be effective unless in writing and
        signed by the party to be charged. No failure or delay by either party
        in exercising any right, power, or remedy under this Agreement, except
        as specifically provided herein, shall operate as a waiver of any such
        right, power or remedy.

14.3    Choice of Law; Arbitration; Venue. This Agreement shall be governed by
        the laws of the State of California, USA, excluding conflict of laws
        provisions and excluding the 1980 United Nations Convention on Contracts
        for the International Sale of Goods. Any disputes arising out of this
        Agreement shall be resolved by binding arbitration in accordance with
        the then-current commercial arbitration rules of the American
        Arbitration Association ("RULES"). The arbitration shall be conducted by
        one (1) arbitrator appointed in accordance with the Rules in San
        Francisco County, California. A judgment upon the award may be entered
        in any court having jurisdiction of the parties, including without
        limitation the courts in San Francisco, California. The non-prevailing
        party in the arbitration shall pay all fees and charges of the American
        Arbitration Association; each party, however, shall be responsible for
        the payment of all fees and expenses connected with the presentation of
        its respective case.

14.4    Notices. All notices, demands or consents required or permitted under
        this Agreement shall be in writing. Notice shall be considered delivered
        and effective on the earlier of actual receipt or when (a) personally
        delivered; (b) the day following transmission if sent by telex, telegram
        or facsimile followed by written confirmation by registered overnight
        carrier or certified United States mail; or (c) one (1) day after
        posting when sent by registered private overnight carrier (e.g., DHL,
        Federal Express, etc.); or (d) five (5) days after posting when sent by
        certified United States mail. Notice shall be sent to the parties at the
        addresses set forth on the first page of this Agreement or at such other
        address as shall be specified by either party to the other in writing.

14.5    Independent Contractors. The parties are independent contractors with
        respect to each other. Each party is not and shall not be deemed to be
        an employee, agent, partner or legal representative of the other for any
        purpose and shall not have any right, power or authority to create any
        obligation or responsibility on behalf of the other.

14.6    Severability. If any provision of this Agreement is held by a court of
        competent jurisdiction to be contrary to law, such provision shall be
        changed and interpreted so as to best accomplish the

                                       13



<PAGE>   14
        objectives of the original provision to the fullest extent allowed by
        law and the remaining provisions of this Agreement shall remain in full
        force and effect.

14.7    Force Majeure. Neither party shall be deemed to be in breach of this
        agreement for any failure or delay in performance caused by reasons
        beyond its reasonable control, including but not limited to acts of God,
        earthquakes, strikes or shortages of materials.

14.8    Subcontract. Commerce One understands and agrees that Corio shall solely
        direct the provision of Corio Services and may subcontract certain
        portions of the Corio Services to third parties at any time during the
        term of the Agreement.

14.9    Bankruptcy. The parties hereto agree that Corio, as a licensee of
        Commerce One's intellectual property, shall be afforded all of the
        protections afforded to a licensee under Section 365(n) of the United
        States Bankruptcy Code, as amended from time to time (the "CODE") so
        that the Trustee or Debtor in Possession, as defined in the Code, will
        not interfere with Corio's license with respect to the Software as
        provided in this Agreement, as set forth in Section 365(n) of the Code.

14.10   Complete Understanding. This Agreement including all Exhibits, and the
        Non Disclosure Agreement and the Statement of Work referenced in this
        Agreement and incorporated by reference herein, constitutes the final,
        complete and exclusive agreement between the parties with respect to the
        subject matter hereof, and supersedes any prior or contemporaneous
        agreement. IN WITNESS WHEREOF, the parties have executed this Agreement
        as of the Effective Date.

CORIO, INC.                              COMMERCE ONE, INC.

By: /s/ Signature Illegible              By: /s/ Signature Illegible
                                             --------------------------------
Name: GEORGE KADIFA                      Name: MARK S. BIESTMAN
      ---------------------------              ------------------------------

Title: CEO                               Title: V.P. WORLDWIDE SALES
       --------------------------              ------------------------------

Date: 11/5/99                            Date:
      --------------------------               ------------------------------

                                       14



<PAGE>   15
                                    EXHIBIT A

                                    SOFTWARE

1.      SOFTWARE.
        Hosted BuySite v 6.0

2.      DEMONSTRATION SOFTWARE.
        Hosted BuySite v 6.0

3.      RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:
        __________. The Commerce One Relationship Manager shall be: ________.

4.      PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the
        Corio product manager shall be: _________.

           The Commerce One product manager shall be: _______________.




                                       15



<PAGE>   16
                                    EXHIBIT B

                                     PRICING


SOFTWARE:
BuySite Hosted Edition version 6.0
MarketSite.net Service access

SOFTWARE USERS:
BuySite Hosted Edition: Unlimited

LICENSE FEES:
BuySite Hosted Edition: [*]

MARKETSITE.NET SERVICE FEES:
MarketSite.net Service Access:
Year 1                          [*]
Year 2-5, and beyond:           [*]

MAINTENANCE AND SUPPORT FEES:
Year 1                          [*]
Year 2-5, and beyond:           [*]

REVENUE SHARING FEES:

1.      MarketSite Transaction Revenue:
        Commerce One to pay Corio [*] of all transaction fees from Corio
        Customer transactions on MarketSite.

2.      Corio Customer Application Management Revenue:
        Corio to pay Commerce One [*] of all Application Management Revenue from
        Corio Customers for use of Commerce One Software or MarketSite.net
        Service Access subject to the following limitations.

               A.     No Application Management Revenue shall be due for any
                      Corio Customer subscriptions utilizing the initial 3000
                      Software User licenses granted herein, subject to a
                      minimum limitation of 40 Authorized Software Users per
                      Customer

               B.     The Corio invoice amounts used to calculate the revenues
                      subject to this revenue share shall not include
                      Professional Service fees, or Network access fees.

               C.     These Application Management Revenue fees shall begin
                      accruing when the Corio Customer begins live operations.

IMPLEMENTATION FEES:
Time and Materials Basis
Billed at [*] in accordance with The Statement of Work as agreed between
the parties, not to exceed [*].

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

                                       16



<PAGE>   17
PAYMENT TERMS

License Fees: Due upon Software Acceptance.

Maintenance and Support Fees: Net 30 of Software acceptance anniversary date,
and each year thereafter. Revenue Sharing Fees: Quarterly payments shall be due
to receiving party, net 30 days after quarter close.

Implementation or Professional Service Fees: Net 30 days from date of Commerce
One invoice, which shall be issued only after successful completion of each
agreed upon milestone.

MarketSite.net Access Fee: Due upon Software Acceptance, and on each annual
anniversary of Software Acceptance thereafter.

                                       17



<PAGE>   18
                                    EXHIBIT C

                            CUSTOMER SERVICE OUTLINE

1.      CONTACTING SUPPORT:

EMAIL:                     csc@commerceone.com

FAX:                       (925) 941-6060

SUPPORT HOTLINE:           (925) 941-5959

WWW:                       http://commerceone.com/solutions/osupport.htm

Our web access allows you to submit new incidents and be notified in real time
by the support team, who will provide suggestions and technical support to
resolve your issue. Such support will include clarification of the functions and
features of the Software, clarification of the documentation, guidance in the
operations of the Software, and error correction analysis and verification to
the extent possible remotely.

2.      SERVICE HOURS: Staffed Monday - Friday, 7 am to 7 pm PST (except
holidays). After hours support available 24x7 for Priority 1 technical issues
only.

3.      PRIORITY DEFINITION:

        COMMERCE ONE RESPONSIBILITIES:

                *       Priority 1: The software and/or the hosted physical
                        infrastructure is not operational and no workaround
                        exists. Customer's production/business is seriously
                        affected.

                *       Priority 2: Software and/or the hosted physical
                        infrastructure functionality is impaired, does not work
                        like proposed, but it is operational

        CORIO RESPONSIBILITIES:

                *       Priority 3: Minor software and/or the hosted physical
                        infrastructure problems or functionality questions.

                *       Priority 4: Enhancement request or cosmetic problems.

4.      RESPONSE TIME: (Commitment to customers)
Commence One will make every attempt to contact our customers within 30 minutes
of the report of a critical incident, and to notify and work with any third
party vendors providing ancillary services that may be affected by the incident.
However, for providing specific action plans for resolutions, we are committed
to the following schedule:

                *       Priority 1 incidents: 2 hours

                *       Priority 2 incidents: 4 hours

For resolution of incidents, we are committed to the following schedule:

                *       Priority 1 incidents: we will respond as provided above
                        and continue resolution efforts on a 24 x 7 basis until
                        the incident has been resolved

                *       Priority 2 incidents: we will respond as provided above
                        and continue resolution efforts during business hours
                        until the incident has been resolved

                                       18



<PAGE>   19
5.      SUPPORT CONTACTS:

Up to 5 individuals can be designated as "Registered Customers" to contact
Commerce One for Support services. Upon written notice, customers may change
their designated contacts. [Additional contacts can be purchased at additional
cost as mutually agreed. Specify the 5 contacts on the Customer Profile form.

                                       19



<PAGE>   20
                                    EXHIBIT D

                         SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation
efforts:

1.      RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt
        to meet at mutually agreeable times no less than every quarter to review
        and coordinate sales efforts and review customer response to the
        Software, the MarketSite.net Services and the Corio Services, and
        address other topics related to this Agreement.

2.      SALES COMPENSATION. The parties agree to provide their internal and
        external sales and marketing personnel sufficient compensation
        incentives designed to actively promote and encourage cross-selling of
        the Corio Services, and the Software and the MarketSite.net Services,
        respectively.

3.      JOINT MARKETING PLANS. During the term of this Agreement the parties
        agree to develop, review and submit to each other new and continuing
        marketing plans with respect to the Corio Services and the Software and
        MarketSite.net Services, respectively.

4.      MARKETING FUND. Within six (6) months after the Effective Date of the
        Agreement, Corio and Commerce One each would contribute to a marketing
        fund to be jointly managed by the parties to promote the sale and
        marketing of the Corio Services, the Software and the MarketSite.net
        Services.

5.      PERSONNEL. Each party agrees to assign one (1) existing sales or
        marketing employee primarily dedicated to assist in the sales and
        marketing promotional activity set forth in this Exhibit D.

6.      COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Commerce One
        may engage in the following activities: joint publicity releases, joint
        marketing materials, joint marketing calls, joint conference and trade
        show efforts, and strategy coordination concerned with promoting the
        Software, the MarketSite.net Services and the Corio Services in the
        commercial marketplace.

7.      INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of
        the Agreement, Corio agrees to use commercially reasonable efforts to
        obtain orders from two (2) Customers for the Corio Services which
        include access to the Software and MarketSite.net Services.

                                       20