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                                                                   Exhibit 10.12


                                                                  EXECUTION COPY

                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT (this "AGREEMENT"), is entered into as of March 5,
1999 (the "CLOSING DATE"), by and between VASTERA INC., a Delaware corporation
(the "BORROWER"), and PNC BANK, NATIONAL ASSOCIATION, (the "BANK").

         The Borrower and the Bank, with the intent to be legally bound, agree
as follows:

1.       LOAN. The following loan and credit facilities (collectively referred
         to as the "LOAN"), shall be subject to and governed by this Agreement:

         $2,500,000 Secured Revolving Credit Facility ("REVOLVING CREDIT")

         $1,500,000 Equipment Line of Credit ("EQUIPMENT LINE")

The aggregate maximum availability of the Loan shall be $4,000,000. The proceeds
of the Revolving Credit shall be used for general corporate and working capital
purposes and support of stand-by letters of credit. The proceeds of the
Equipment Line shall be used only for the purpose of acquiring computer
equipment, software and furniture, fixtures and office equipment.

2.       TERMS AND CONDITIONS. Subject to the terms and conditions hereof and
         relying upon the representations and warranties herein set forth, the
         Bank agrees to make the Loan available to the Borrower at any time or
         from time to time on or after the date hereof in accordance with the
         terms of this Agreement.

         The credit facility shall consist of the components set forth in
         Section 1 hereof in accordance with the following terms:

         2.1.     EXPIRATION DATE.

                  (a)      REVOLVING CREDIT. Eighteen (18) months from the date
                  of the closing of this Agreement ("CLOSING DATE"), or on such
                  subsequent anniversary of the Closing Date as the parties
                  hereto may agree (the "REVOLVING CREDIT EXPIRATION DATE").

                  (b)      EQUIPMENT LINE. Thirty (30) months from the, date of
                  the final draw under the Equipment Line. Borrower shall make
                  no more than four (4) quarterly draws under the Equipment
                  Line, which draws must be requested and made within the twelve
                  (12) month period immediately following the Closing Date (the
                  "EQUIPMENT LINE EXPIRATION DATE").

         2.2.     INTEREST RATES. Interest shall be calculated on the basis of a
                  360-day year for the actual number of days elapsed. The
                  interest rate applicable to the Obligations (as defined below)
                  shall change on each date there is a change in the Revolving
                  Credit Base Rate or Equipment Line Base Rate determined as
                  follows:

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                  (a)      REVOLVING CREDIT. The Revolving Credit Base Rate
                  shall equal the Prime Rate plus 0.75%. "PRIME RATE" means the
                  rate announced from time to time by Bank as its "prime rate;"
                  it is a base rate, upon which other rates charged by the Bank
                  are based, and it is not necessarily the best rate offered by
                  the Bank.

                  (b)      EQUIPMENT LINE. The Equipment Line Base Rate shall
                  equal the Prime Rate plus 0.85%.

         2.3.     FACILITY FEE. The Borrower shall pay to the Bank on the
                  Closing Date a facility fee of $10,000 (0.25% of the aggregate
                  availability of the Loan maximum).

         2.4.     BORROWING BASE/AVAILABILITY. (a) Subject to the limitations of
                  Section 2.4(b) below, the Revolving Credit shall be available
                  in amounts determined in accordance with the Borrowing Base
                  Rider in the form attached hereto as Exhibit A. Advances under
                  the Equipment Line shall be limited to 90DEG./a of the face
                  amount of equipment invoices (excluding taxes, shipping and
                  installation) submitted with any Loan Request (as providEd
                  below in Section 2.5), not to exceed $1,500,000 in the
                  aggregate.

                  (b)      The Bank may from time to time during the period
                  beginning on the Closing Date and ending on the Revolving
                  Credit Expiration Date, upon request of the Borrower, issue
                  Letters of Credit for the account of the Borrower (the
                  "LETTERS OF CREDIT") in such face amounts as the Borrower may
                  request, but not to exceed, when added to the amount of all
                  outstanding Letters of Credit and all amounts outstanding
                  under the Revolving Credit, the amount of $2,500,000.

                  The face amount of all Letters of Credit issued and
                  outstanding hereunder shall reduce dollar for dollar the
                  amount available for borrowing under the Revolving Credit, and
                  all payments made by the Bank (or by any other issuing Bank)
                  on such Letters of Credit shall be considered as advances
                  under the Revolving Credit.

                  The obligations of the Bank on such Letters of Credit shall be
                  secured by all of the Collateral. Each Letter of Credit issued
                  for the account of the Borrower hereunder shall (i) be in
                  favor of such beneficiaries as specifically requested by the
                  Borrower; (ii) have an expiration date not exceeding one (1)
                  year from the date of their issuance unless a longer term is
                  agreed to by the Bank as requested by the Borrower, but in no
                  event shall the Bank be obligated to issue a Letter of Credit
                  with an expiration date which extends beyond the Revolving
                  Credit Expiration Date; and (iii) contain such other terms and
                  provisions as may be required by the Bank.

                  In the event at the Revolving Loan's Maturity Date there are
                  outstanding Letters of Credit with expiration dates beyond the
                  Revolving Credit Expiration Date, the Borrower and the Bank
                  agree that all of the Collateral pledged to secure the

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                  Note and the other obligations of the Borrower hereunder and
                  under the other documents executed in connection herewith,
                  shall continue to secure the obligations of the Borrower to
                  the Bank or other issuing Bank on such outstanding Letters of
                  Credit until such time as either (a) all such Letters of
                  Credit have expired by their terms; or (b) the Bank or other
                  issuing Bank has received indemnification from a party
                  satisfactory to the Bank or the other issuing Bank, as the
                  case may be, as to Borrower's obligations under any such
                  outstanding Letters of Credit.

         2.5.     REQUESTS. Except as otherwise provided herein, the Borrower
                  may from time to time prior to the applicable Revolving Credit
                  Expiration Date or Equipment Line Expiration Date request the
                  Bank to make a Loan under the Revolving Credit or Equipment
                  Line by delivering to the Bank, not later than 12:00 Noon,
                  Eastern Standard time a request by telephone immediately
                  confirmed in writing by letter, facsimile or telex in such
                  form (a "LOAN REQUEST"), it being understood that the Bank may
                  rely on the authority of any individual making such a
                  telephonic request without the necessity of receipt of such
                  written confirmation. Each Loan Request shall be irrevocable
                  and shall specify (a) the proposed borrowing date; and (b) the
                  aggregate amount of the proposed borrowing hereunder. If the
                  Loan Request is made under the Revolving Credit, it shall be
                  accompanied by the most recent Borrowing Base Certificate
                  prepared by the Borrower. If the Loan Request is made under
                  the Equipment Line, it shall be accompanied by invoices for
                  equipment acquisitions.

         2.6.     PROMISSORY NOTE. The Obligation of the Borrower to repay the
                  aggregate unpaid principal amount of the Revolving Credit and
                  the Equipment Line, together with interest thereon, shall be
                  evidenced by a promissory note of the Borrower ("NOTE")
                  payable to the order of the Bank in a face amount equal to the
                  maximum amount of the Revolving Credit and the Equipment Line.

         2.7.     LOCKBOX. Within thirty (60) days from the date of this
                  Agreement, the Borrower shall establish a lockbox at the Bank
                  to which account debtors of the Borrower will submit all
                  payments in respect of the Borrower's accounts receivable,
                  provided, however, that any notices directing the Borrower's
                  customers to pay to the lockbox shall, in the absence of any
                  fraud or cessation of business by the Borrower be sent in the
                  name of the Borrower, shall indicate only that the Borrower
                  has a new post office box and shall not indicate that the
                  lockbox is under the Bank's control.

3.       SECURITY. The security for repayment of the Loan shall include but not
         be limited to the collateral, guaranties and other documents
         heretofore, contemporaneously or hereafter executed and delivered to
         the Bank (the "SECURITY DOCUMENTS"), which shall secure repayment of
         the Loan and the Note and any amendments, extensions, renewals or
         increases and all costs and expenses of the Bank incurred in the
         documentation, negotiation, modification, enforcement, collection or
         otherwise in connection with any of the foregoing, including but not
         limited to reasonable attorneys' fees and expenses (hereinafter
         referred to collectively as the "OBLIGATIONS"). This Agreement
         (including the Addendum and any Riders thereto), the Note and the
         Security Documents are collectively referred to as the "LOAN
         DOCUMENTS".

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4.       REPRESENTATIONS AND WARRANTIES. The Borrower makes the following
         representations and warranties to the Bank which shall be true and
         correct as of the date of this Agreement and the date of the making of
         a Loan, and which shall be true and correct except as otherwise set
         forth on the Addendum attached hereto and incorporated herein by
         reference (the "ADDENDUM").

         4.1.     EXISTENCE, POWER AND AUTHORITY. The Borrower is duly
                  organized, validly existing and in good standing under the
                  laws of the State of its incorporation or organization and has
                  the power and authority to own and operate its assets and to
                  conduct its business as now or proposed to be carried on, and
                  is duly qualified, licensed and in good standing to do
                  business in all jurisdictions where its ownership of property
                  or the nature of its business requires such qualification or
                  licensing, except where the failure to be so qualified or
                  licensed would not have a material adverse effect on the
                  business, operations or financial condition of the Borrower.
                  The Borrower is duly authorized to execute and deliver the
                  Loan Documents, all necessary action to authorize the
                  execution and delivery of the Loan Documents has been properly
                  taken, and the Borrower is and will continue to be duly
                  authorized to borrow under this Agreement and to perform all
                  of the other terms and provisions of the Loan Documents.

         4.2.     FINANCIAL STATEMENTS.

                  (a)      The Borrower has delivered or caused to be delivered
                  to the Bank its consolidated balance sheet and income
                  statement for the three month period ended December 31, 1998
                  (the "HISTORICAL FINANCIAL STATEMENTS"). The Historical
                  Financial Statements are true, complete and accurate in all
                  material respects and fairly present the consolidated
                  financial condition, assets and liabilities, whether accrued,
                  absolute, contingent or otherwise and the result of Borrower's
                  operations for the period specified therein. The Historical
                  Financial Statements have been prepared in accordance with
                  generally accepted accounting principles ("GAAP") consistently
                  applied from period to period subject in the case of interim
                  statements to normal year-end adjustments and to any comments
                  and notes acceptable to the Bank.

                  (b)      The Borrower has delivered to the Bank projections of
                  its anticipated financial performance for the period beginning
                  on January 1, 1999 and continuing through December 31, 1999
                  (the "FINANCIAL PROJECTIONS").

         4.3.     NO MATERIAL ADVERSE CHANGE. Since the date of the Historical
                  Financial Statements, the Borrower has not suffered any
                  material damage, destruction or loss to its assets, and no
                  event or condition has occurred or exists, which has resulted
                  or could reasonably be expected to result in a material
                  adverse change in its business, assets, operations, financial
                  condition or results of operation. Since the preparation of
                  the Financial Projections, there has been no material adverse
                  change as against such Financial Projections

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         4.4.     BINDING OBLIGATIONS. The Borrower has full power and authority
                  to enter into the transactions provided for in this Agreement
                  and has been duly authorized to do so by appropriate action of
                  its Board of Directors; and the Loan Documents, when executed
                  and delivered by such Borrower, will constitute the legal,
                  valid and binding obligations of such Borrower enforceable in
                  accordance with their terms.

         4.5.     NO DEFAULTS OR VIOLATIONS. There does not exist any Event of
                  Default under this Agreement or any material default or
                  violation by the Borrower of or under any of the terms,
                  conditions or obligations of (i) its articles or certificate
                  of incorporation, regulations or bylaws; (ii) any material
                  indenture, mortgage, deed of trust, franchise, permit,
                  contract, agreement, or other instrument to which it is a
                  party or by which it is bound; or (iii) any material law,
                  regulation, ruling, order, injunction, decree, condition or
                  other requirement applicable to or imposed upon it by any law,
                  the action by any court or any governmental authority or
                  agency; and the consummation of this Agreement and the
                  transactions set forth herein will not result in any such
                  default or violation.

         4.6.     TITLE TO ASSETS. The Borrower has valid title to its assets
                  reflected on the Historical Financial Statements, free and
                  clear of all liens and encumbrances, except for (i) current
                  taxes and assessments not yet due and payable, (ii) liens and
                  encumbrances, if any, reflected or noted in the Historical
                  Financial Statements, (iii) assets disposed of by such
                  Borrower in the ordinary course of business since the date of
                  the Historical Financial Statements, and (iv) those liens or
                  encumbrances specified on the Addendum.

         4.7.     LITIGATION. There are no actions, suits, proceedings or
                  governmental investigations pending or, to the Borrower's
                  knowledge, threatened against the Borrower, which could
                  reasonably be expected to result in a material adverse change
                  in its business, assets, operations, financial condition or
                  results of operations and there is no basis reasonably known
                  to the Borrower for any action, suit, proceedings or
                  investigation which could reasonably be expected to result in
                  such a material adverse change. All pending or threatened
                  litigation against the Borrower of which the Borrower has
                  knowledge is listed on the Addendum.

         4.8.     TAX RETURNS. The Borrower has filed all returns and reports
                  that are required to be filed in connection with any federal,
                  state or local tax, duty or charge levied, assessed or imposed
                  upon it or its property or withheld by it, including
                  unemployment, social security and similar taxes and all of
                  such taxes, have been either paid or adequate reserves or
                  other provisions have been made.

         4.9.     EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which
                  the Borrower may have any liability complies in all material
                  respects with all applicable provisions of the Employee
                  Retirement Income Security Act of 1974 ("ERISA"), including
                  minimum funding requirements, and (i) no Prohibited
                  Transaction (as defined under ERISA) has occurred with

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                  respect to any such plan, (ii) no Reportable Event (as defined
                  under Section 4043 of ERISA) has occurred with respect to any
                  such plan which would cause the Pension Benefit Guaranty
                  Corporation to institute proceedings under Section 4042 of
                  ERISA, (iii) the Borrower has not withdrawn from any such plan
                  or initiated steps to do so, and (iv) no steps have been taken
                  to terminate any such plan.

         4.10.    ENVIRONMENTAL MATTERS. The Borrower is in compliance, in all
                  material respects, with all Environmental Laws, including,
                  without limitation, all Environmental Laws in jurisdictions in
                  which the Borrower owns or operates, or has owned or operated,
                  a facility or site, stores Collateral, arranges or has
                  arranged for disposal or treatment of hazardous substances,
                  solid waste or other waste, accepts or has accepted for
                  transport any hazardous substances, solid waste or other
                  wastes or holds or has held any interest in real property or
                  otherwise. Except as otherwise disclosed on the Addendum, no
                  litigation or proceeding arising under, relating to or in
                  connection with any Environmental Law is pending or, to the
                  best of the Borrower's knowledge, threatened against the
                  Borrower, any real property which the Borrower holds or has
                  held an interest or any past or present operation of the
                  Borrower. No release, threatened release or disposal of
                  hazardous waste, solid waste or other wastes is occurring, or
                  to the best of the Borrower's knowledge has occurred, on,
                  under or to any real property in which the Borrower holds any
                  interest or performs any of its operations, in material
                  violation of any Environmental Law. As used in this Section,
                  "LITIGATION OR PROCEEDING" means any demand, claim notice,
                  suit, suit in equity, action, administrative action,
                  investigation or inquiry whether brought by a governmental
                  authority or other person, and "ENVIRONMENTAL LAWS" means all
                  provisions of laws, statutes, ordinances, rules, regulations,
                  permits, licenses, judgments, writs, injunctions, decrees,
                  orders, awards and standards promulgated by any governmental
                  authority concerning health, safety and protection of, or
                  regulation of the discharge of substances into, the
                  environment.

         4.11.    INTELLECTUAL PROPERTY. The Borrower owns or, to the best of
                  Borrower's knowledge, has the right to use all patents, patent
                  rights, trademarks, trade names, service marks, copyrights,
                  intellectual property, technology, know-how and processes
                  necessary for the conduct of its business as currently
                  conducted that are material to the condition (financial or
                  otherwise), business or operations of the Borrower.

         4.12.    REGULATORY MATTERS. No part of the proceeds of the Loan will
                  be used for "purchasing" or "carrying" any "margin stock"
                  within the respective meanings of each of the quoted terms
                  under Regulation U of the Board of Governors of the Federal
                  Reserve System as now and from time to time in effect or for
                  any purpose which violates the provisions of the Regulations
                  of such Board of Governors.

         4.13.    SOLVENCY. As of the date hereof and after giving effect to the
                  transactions contemplated by the Loan Documents, the Borrower
                  will have sufficient cash flow to enable it to pay its debts
                  as they mature.

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         4.14.    DISCLOSURE. None of the Loan Documents contains any untrue
                  statement of material fact or omits to state a material fact
                  necessary in order to make the statements contained in this
                  Agreement or the Loan Documents not misleading. There is no
                  fact known to the Borrower which materially adversely affects
                  or, to the best knowledge of the Borrower, might materially
                  adversely affect the business, assets, operations, financial
                  condition or results of operation of the Borrower and which
                  has not otherwise been fully set forth in this Agreement or in
                  the Loan Documents.

         4.15.    YEAR 2000. The Borrower has reviewed the areas within its
                  business and operations which could be adversely affected by,
                  and has developed or is developing a program to address on a
                  timely basis the risk that certain computer applications used
                  by the Borrower may be unable to recognize and perform
                  properly date-sensitive functions involving dates prior to and
                  after December 31, 1999 (the "YEAR 2000 PROBLEM"). The Year
                  2000 Problem will not have, and is not reasonably expected to
                  have, a material adverse effect on the business, assets,
                  operations or financial conditions of the Borrower.

5.       AFFIRMATIVE COVENANTS. The Borrower agrees that from the date of
         execution of this Agreement until all Obligations have been fully paid
         and any commitments of the Bank to the Borrower have been terminated,
         the Borrower will:

         5.1.     BOOKS AND RECORDS. Maintain books and records in accordance
                  with GAAP and give representatives of the Bank access thereto
                  at all reasonable times following notice from the Bank,
                  including permission to examine, copy and make abstracts from
                  any of such books and records and such other information as
                  the Bank may from time to time reasonably request, and the
                  Borrower will make available to the Bank for examination
                  copies of any reports, statements or returns which the
                  Borrower may make to or file with any governmental department,
                  bureau or agency, federal or state.

         5.2.     INTERIM FINANCIAL STATEMENTS; CERTIFICATE OF NO DEFAULT;
                  ACCOUNTS RECEIVABLE. Furnish the Bank within 15 days after the
                  end of each month a detailed report on its accounts receivable
                  in such reasonable detail consistent with the form currently
                  used by the Borrower's management. A copy of the most recently
                  prepared such form is attached hereto as EXHIBIT B. The
                  Borrower shall also provide within 30 days of the end of each
                  month its Financial Statements (as defined hereinafter) for
                  such period, in reasonable detail, .certified by the
                  president, chief executive officer or chief financial officer
                  of the Borrower and prepared in accordance with GAAP applied
                  from period to period. The Borrower shall also deliver, within
                  30 days of the end of each quarter, a certificate signed by
                  such officer which verifies compliance with applicable
                  financial covenants for the period then ended and whether any
                  Event of Default exists, and, if so, the nature thereof and
                  the corrective measures the Borrower proposes to take.
                  "FINANCIAL STATEMENTS" means the Borrower's consolidated and,
                  if required by the Bank in its reasonable discretion,
                  consolidating balance sheets, income statements and statements
                  of cash flows for the year, month or (excepting statements of
                  cash

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                  flows) quarter together with year-to-date figures and
                  comparative figures for the corresponding periods of the prior
                  year.

         5.3.     ANNUAL FINANCIAL STATEMENTS. Furnish the Borrower's Financial
                  Statements to the Bank within 90 days after the end of each
                  fiscal year. Those Financial Statements will be prepared in
                  accordance with GAAP and audited by an independent certified
                  public accountant selected by the Borrower and reasonably
                  satisfactory to the Bank. Audited Financial Statements shall
                  contain the unqualified opinion of an independent certified
                  public accountant and its examination shall have been made in
                  accordance with GAAP consistently applied from period to
                  period. The Borrower will also provide filings made with any
                  regulatory authority, to the extent requested by the Bank, and
                  such other information reasonably requested by the Bank, from
                  time to time.

         5.4.     PAYMENT OF TAXES AND OTHER CHARGES. Pay and discharge in
                  accordance with past practice all indebtedness and pay when
                  due all taxes, assessments, charges, levies and other
                  liabilities imposed by government authorities upon the
                  Borrower, its income, profits, property or business, except
                  those which currently are being contested in good faith by
                  appropriate proceedings and for which the Borrower shall have
                  set aside adequate reserves in accordance with GAAP or made
                  other adequate provision with respect thereto acceptable to,
                  the Bank.

         5.5.     MAINTENANCE OF EXISTENCE, OPERATION AND ASSETS. Do all things
                  necessary to maintain, renew and keep in full force and effect
                  its organizational existence and all rights, permits and
                  franchises necessary to enable it to continue its business;
                  continue in operation in substantially the same manner as at
                  present; keep its properties in good operating condition and
                  repair; and make all necessary and proper repairs, renewals,
                  replacements, additions and improvements thereto.

         5.6.     INSURANCE. Maintain with financially sound and reputable
                  insurers, insurance with respect to its property and business
                  against such casualties and contingencies, of such types and
                  in such amounts as is customary for established companies
                  engaged in the same or similar business and similarly
                  situated. In the event of a conflict between the provisions of
                  this Section and the terms of any Security Documents relating
                  to insurance, the provisions in the Security Documents will
                  control.

         5.7.     COMPLIANCE WITH LAWS. Comply in all material respects with all
                  laws applicable to the Borrower and to the operation of its
                  business (including any statute, rule or regulation relating
                  to employment practices and pension benefits or to
                  environmental, occupational and health standards and
                  controls).

         5.8.     BANK ACCOUNTS. Establish and maintain at the Bank or at an
                  affiliate of the Bank all of the Borrower's main depository
                  accounts.

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         5.9.     FINANCIAL COVENANTS. Comply with all of the financial and
                  other covenants, if any, set forth on the Addendum, subject to
                  all applicable cure periods set forth herein.

         5.10.    ADDITIONAL REPORTS. Provide prompt written notice to the Bank
                  of the occurrence of any of the following of which the
                  Borrower obtains knowledge (together with a description of the
                  action which the Borrower proposes to take with respect
                  thereto): (i) any Event of Default, (ii) any litigation filed
                  by or against the Borrower, (iii) any Reportable Event or
                  Prohibited Transaction with respect to any Employee Benefit
                  Plan(s) (as defined in ERISA) or (iv) any event which might
                  reasonably be expected to result in a material adverse change
                  in the business, assets, operations, financial condition or
                  results of operation of the Borrower.

6.       NEGATIVE COVENANTS. The Borrower covenants and agrees that from the
         date of execution of this Agreement until all Obligations have been
         fully paid and any commitments of the Bank to the Borrower have been
         terminated, the Borrower will not, except as set forth in the Addendum,
         without the prior written consent of the Bank, which will not be
         unreasonably withheld or delayed:

         6.1.     INDEBTEDNESS. Incur any indebtedness for borrowed money other
                  than: (i) the Loan and any subsequent indebtedness to the
                  Bank; (ii) existing indebtedness disclosed on the Borrower's
                  Historical Financial Statements; (iii) additional indebtedness
                  (including capital leases) in an amount not to exceed in the
                  aggregate at any time Five Hundred Thousand Dollars
                  ($500,000); or (iv) such payables incurred in the ordinary
                  course of business.

         6.2.     LIENS AND ENCUMBRANCES. Except as provided in Section 4.6,
                  create, assume or permit to exist any mortgage, pledge,
                  encumbrance or other security interest or lien upon any assets
                  now owned or hereafter acquired or enter into any lease or any
                  arrangement for the acquisition of property subject to any
                  conditional sales agreement, other than indebtedness permitted
                  under Section 6.1.

         6.3.     GUARANTEES. Guarantee, endorse or voluntarily become
                  contingently liable for the obligations of any person, firm or
                  corporation, except in connection with the endorsement and
                  deposit of checks in the ordinary course of business for
                  collection and letters of credit issued for the account of the
                  Borrower in the ordinary course of business.

         6.4.     LOANS OR ADVANCES. Purchase or hold beneficially any stock,
                  other securities or evidences of indebtedness of any loans
                  (except trade credit on usual and customary business terms
                  incurred in the ordinary course of business and loans to
                  employees of up to Two Hundred Fifty Thousand Dollars
                  ($250,000) in the aggregate at any one time outstanding) or
                  advances to, or make any investment or acquire any interest
                  whatsoever in, any other person, firm or corporation, except
                  transfers to subsidiaries or affiliates and investments made
                  pursuant to a treasury management program approved by the
                  Borrower's Board of Directors as now in

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                  effect, in each case consistent with the Borrower's past
                  business practice or investments disclosed on the Historical
                  Financial Statements or acceptable to the Bank.

         6.5.     MERGER OR TRANSFER OF ASSETS. Merge or consolidate with or
                  into any person, firm or corporation or, during any fiscal
                  year, lease, sell, transfer or otherwise dispose of property
                  or assets with an aggregate book value in excess of $100,000
                  (excluding the sale of inventory and obsolete or unused
                  equipment in the ordinary course of business), whether now
                  owned or hereafter acquired.

         6.6.     CHANCE IN BUSINESS, MANAGEMENT OR OWNERSHIP. Make or permit
                  any material change in the nature of its business as carried
                  on as of the date hereof, in the composition of its current
                  executive management (consisting of a change in either of the
                  Borrower's chief executive officer or chief financial
                  officer), or in its equity ownership other than (i) transfers
                  to heirs and beneficiaries of a stockholder upon the death of
                  a stockholder, (ii) in connection with a bona fide
                  underwritten initial public offering of the capital stock of
                  the Borrower, (iii) private offerings of the equity securities
                  of the Borrower approved by the Borrower's Board of Directors
                  and conducted in compliance with all applicable state and
                  federal securities laws, (iv) issuances of shares pursuant to
                  any employee stock option plan approved by the Company's Board
                  of Directors and/or (v) in connection with the repurchase from
                  employees of shares acquired through retirement plans and
                  repurchases of shares issued under the Borrower's existing
                  employee stock option plan or shares' pursuant to the exercise
                  of contractual rights of first refusal to repurchase its
                  shares.

         6.7.     DIVIDENDS. Declare or pay any dividends on or make any
                  distribution with respect to any class of its equity or
                  ownership interest, or purchase, redeem, retire or otherwise
                  acquire any of its equity other than the repurchase of shares
                  from employees acquired through stock option plans and
                  repurchase of shares pursuant to the exercise of contractual
                  rights of first refusal to repurchase its shares.

7.       EVENTS OF DEFAULT. The occurrence of any of the following will be
         deemed to be an "EVENT OF DEFAULT":

         7.1.     PAYMENT DEFAULT. The Borrower shall fail to pay any payment of
                  principal when due or any payment of interest within five (5)
                  business days following the date when due, in respect of the
                  Obligations.

         7.2.     MATERIAL ADVERSE CHANGE. There shall be a material adverse
                  change in the business, operations, assets, financial
                  condition or results of operations of the Borrower.

         7.3.     COVENANT DEFAULT. The Borrower shall default in the
                  performance of, or violate any of, the covenants or agreements
                  contained in this Agreement, which default shall not have been
                  cured within twenty (20) business days after the occurrence
                  thereof.

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<PAGE>

         7.4.     BREACH OF WARRANTY. Any Financial Statement, representation,
                  warranty or certificate made or furnished by the Borrower to
                  the Bank in connection with this Agreement shall be materially
                  false, incorrect or incomplete when made.

         7.5.     BANKRUPTCY OR INSOLVENCY. A proceeding shall have been
                  instituted in a court having jurisdiction over the Borrower
                  seeking a decree or order for relief in respect of the
                  Borrower in an involuntary case under any applicable
                  bankruptcy, insolvency reorganization or other similar law and
                  such involuntary case shall remain undismissed or unstayed and
                  in effect for a period of sixty (60) consecutive days, or the
                  Borrower shall commence a voluntary case under any such law or
                  consent to the appointment of a receiver, liquidator,
                  assignee, custodian, trustee, sequestrator, conservator (or
                  other similar official).

         7.6.     OTHER DEFAULT. The occurrence of an Event of Default as
                  defined in the Note or any of the Security Documents, or a
                  violation of any of the requirements set forth in the
                  Borrowing Base Rider.

Upon the occurrence of an Event of Default, and at any time thereafter, the Bank
may declare all Obligations hereunder immediately due and payable will have all
rights and remedies (which are cumulative and not exclusive) specified in the
Note and the Security Documents and available under applicable law or in equity
upon the delivery of prior written notice to the Borrower.

8.       CONDITIONS. The Bank's obligation to make any advance under the Loan
         shall be subject to the following conditions being satisfied as of the
         date of the advance:

         8.1.     NO EVENT OF DEFAULT. No Event of Default or material event
                  which with the passage of time, provision of notice or both
                  would constitute an Event of Default shall have occurred and
                  be continuing.

         8.2.     AUTHORIZATION DOCUMENTS. The Borrower shall have furnished to
                  the Bank certified copies of resolutions of the board of
                  directors authorizing the execution of this Agreement, the
                  Note, and the Security Documents; or other proof of
                  authorization satisfactory to the Bank.

         8.3.     DELIVERY OF LOAN DOCUMENTS. The Borrower shall have delivered
                  to the Bank the Loan Documents and such other instruments and
                  documents which the Bank may reasonably request in connection
                  with the transactions provided for in this Agreement.

         8.4.     OPINION OF COUNSEL. Counsel for the Borrower shall have
                  delivered a written opinion, dated the Closing Date and in
                  form and substance satisfactory-to the Bank and its counsel,
                  as to matters incident to the transactions contemplated herein
                  as the Bank may reasonably request.

         8.5.     REPRESENTATIONS AND WARRANTIES. The representations and
                  warranties of the Borrower to the Bank shall be true and
                  correct in all material respects.

                                       11
<PAGE>

9.       EXPENSES. The Borrower agrees to pay the Bank, upon the closing of this
         Agreement, and otherwise on demand, all reasonable and necessary costs
         and expenses incurred by the Bank in connection with the (i)
         preparation, negotiation and delivery of this Agreement and the other
         Loan Documents, and any modifications thereto, and (ii) collection of
         the loan or instituting, maintaining, preserving, enforcing and
         foreclosing the security interest in any of the collateral securing the
         Loan, whether through judicial proceedings or otherwise, or in
         defending or prosecuting any actions or proceedings arising out of or
         relating to this Agreement, including reasonable fees and expenses of
         counsel, expenses for auditors, appraisers and environmental
         consultants, lien searches, recording and filing fees and taxes.

10.      INCREASED COSTS. Within twenty (20) days following written demand,
         together with the written evidence of the justification therefor, the
         Borrower agrees to pay the Bank all direct costs incurred and any
         losses suffered or payments made by the Bank as a consequence of making
         the Loan by reason of any change in law or regulation or its
         interpretation imposing any reserve, deposit, allocation of capital or
         similar requirement (including without limitation, Regulation D of the
         Board of Governors of the Federal Reserve System) on the Bank, its
         holding company or any of their respective assets; PROVIDED, HOWEVER,
         that the Bank shall make no such written demand on the Borrower unless
         similar demands have been made against all other similarly situated
         customers of the Bank.

11.      MISCELLANEOUS.

         11.1.    NOTICES. All notices, demands, requests, consents, approvals
                  and other communications required or permitted hereunder must
                  be in writing and will be effective upon receipt if delivered
                  personally to such party, or if sent by facsimile transmission
                  with confirmation of delivery, or by nationally recognized
                  overnight courier service, to the address set forth below or
                  to such other address as any party may give to the other in
                  writing for such purpose:

To the Bank:                                To the Borrower:
PNC Bank, National Association              Vastera, Inc.
Venture Bank @ PNC                          45025 Aviation Drive
1401 Eye Street, N.W.                       Suite 200
Suite 200                                   Dulles, VA 20166
Washington, D.C. 20005                      Attention: Philip J. Balsamo
Attention: Mary E. Schmersal                Facsimile No.:  __________________
Facsimile No.: 202-393-1545

         11.2.    PRESERVATION OF RIGHTS. No delay or omission on the part of
                  the Bank to exercise any right or power arising hereunder will
                  impair any such right or power or be considered a waiver of
                  any such right or power or any acquiescence therein, nor will
                  the action or inaction of the Bank impair any right or power
                  arising hereunder. The rights and remedies hereunder of the
                  Bank are cumulative and not exclusive of any other rights or
                  remedies which the Bank may have under other agreements, at
                  law or in equity.

                                       12
<PAGE>

         11.3.    ILLEGALITY. In case any one or more of the provisions
                  contained in this Agreement should be invalid, illegal or
                  unenforceable in any respect, the validity, legality and
                  enforceability of the remaining provisions contained herein
                  shall not in any way be affected or impaired thereby.

         11.4.    CHANGES IN WRITING. No modification, amendment or waiver of
                  any provision of this Agreement will in any event be effective
                  unless the same is in writing and signed by the Bank and then
                  such waiver or consent shall be effective only in the specific
                  instance and for the purpose for which given. No notice to or
                  demand on the Borrower in any case will entitle the Borrower
                  to any other or further notice or demand in the same, similar
                  or other circumstance.

         11.5.    ENTIRE AGREEMENT. This Agreement (including the documents and
                  instruments referred to herein) constitutes the entire
                  agreement and supersedes all other prior agreements and
                  understandings, both written and oral, between the parties
                  with respect to the subject matter hereof.

         11.6.    COUNTERPARTS. This Agreement may be signed in any number of
                  counterpart copies and by the parties hereto on separate
                  counterparts, but all such copies shall constitute one and the
                  same instrument.

         11.7.    SUCCESSORS AND ASSIGNS. This Agreement will be binding upon
                  and inure to the benefit of the Borrower and the Bank and
                  their respective, successors and assigns; PROVIDED, HOWEVER,
                  that the Borrower may not assign this Agreement in whole or in
                  part without the prior written consent of the Bank and the
                  Bank at any time may assign this Agreement to a recognized
                  institutional lender who agrees in writing to be bound to all
                  confidentiality obligations of the Bank in connection with any
                  Loan Documents, in whole or in part, upon prior written notice
                  to the Borrower.

         11.8.    INTERPRETATION. In this Agreement, unless the Bank and the
                  Borrower otherwise agree in writing, the singular includes the
                  plural and the plural the singular; words importing any gender
                  include the other genders; references to statutes are to be
                  construed as including all statutory provisions consolidating,
                  amending-or replacing the statute referred to; the word "or"
                  shall be deemed to include "and/or", the words "including",
                  "includes" and "include" shall be deemed to be followed by the
                  words "without limitation"; references to articles, sections
                  (or subdivisions of sections) or exhibits are to those of this
                  Agreement unless otherwise indicated; and references to
                  agreements and other contractual instruments shall be deemed
                  to include all subsequent amendments and other modifications
                  to such instruments, but only to the extent such amendments
                  and other modifications are not prohibited by the terms of
                  this Agreement. Section headings in this Agreement are
                  included for convenience of reference only and shall not
                  constitute a part of this Agreement for any other purpose.
                  Unless otherwise specified in this Agreement, all accounting
                  terms shall be interpreted and ail accounting determinations
                  shall be made in accordance with GAAP. If

                                       13
<PAGE>

                  this Agreement is executed by more than one party as Borrower,
                  the obligations of such persons or entities will be joint and
                  several.

         11.9.    ASSIGNMENTS AND PARTICIPATION. Notwithstanding any other
                  provisions of this Agreement, the Bank may, at any time in its
                  sole discretion, without any notice to the Borrower, sell,
                  assign, transfer, negotiate, grant participation in, or
                  otherwise dispose of all or any part of the Bank's interest in
                  the Loan to a recognized institutional lender who agrees in
                  writing to be bound to all confidentiality obligations of the
                  Bank in connection with any Loan Documents. The Borrower
                  hereby authorizes the Bank to provide, upon notice to the
                  Borrower, any information concerning the Borrower to recognize
                  institutional lenders, including information pertaining to the
                  Borrower's financial condition, business operations or general
                  creditworthiness, to any person or entity which may succeed to
                  or participate in all or any part of the Bank's interest in
                  the Loan, provided that such person or entity agrees to
                  maintain the confidentiality of such information and be bound
                  by all the Bank's confidentiality obligations to the Borrower.

         11.10.   GOVERNING LAW AND JURISDICTION. This Agreement has been
                  delivered to and accepted by the Bank and will be deemed to be
                  made in the Commonwealth of Pennsylvania. THIS AGREEMENT WILL
                  BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES
                  HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
                  COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS
                  RULES. The Borrower hereby irrevocably consents to the
                  exclusive jurisdiction of any state or federal court seated in
                  Allegheny County, Pennsylvania, and consents that all service
                  of process be sent by nationally recognized overnight courier
                  service directed to the Borrower at the Borrower's address set
                  forth herein and service so made will be deemed to be
                  completed on the business day after deposit with such courier;
                  provided that nothing contained in this Agreement will prevent
                  the Bank from bringing any action, enforcing any award or
                  judgment or exercising any rights against the Borrower,
                  against any security or against any property of the Borrower
                  within any other county, state or other foreign or domestic
                  jurisdiction. The Bank and the Borrower agree that the venue
                  provided above is the most convenient forum for both the Bank
                  and the Borrower. The Borrower waives any objection to venue
                  and any objection based on a more convenient forum in any
                  action instituted under this Agreement.

         11.11.   WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK IRREVOCABLY
                  WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
                  ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
                  AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
                  AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH
                  DOCUMENTS. THE BORROWER AND THE BANK ACKNOWLEDGE THAT THE
                  FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

                                       14
<PAGE>

The Borrower acknowledges that it has read and understood all the provisions of
this Agreement, including the waiver of jury trial, and has been advised by
counsel as necessary or appropriate.

                                       15
<PAGE>


         WITNESS the due execution of this Loan Agreement as a document under
seal, as of the date first written above.

<TABLE>
<CAPTION>

<S>                                                           <C>
ATTEST:                                                       VASTERA, INC.

By:      /s/ Stephanie Landa                                  By:    /s/ Philip J. Balsamo                (SEAL)
       -----------------------------------------------             -------------------------------------------------
  Print Name:        Stephanie Landa                            Print Name:       Philip J. Balsamo
                   -----------------------------------                          ------------------------------------
Title:   Notary                                               Title:   Finance Director
       -----------------------------------------------               -----------------------------------------------



                                                                PNC BANK,
                                                                NATIONAL ASSOCIATION

                                                              By:   /s/ Mary E. Schmersal
                                                                   -------------------------------------------------
                                                                Print Name:       Mary E. Schmersal
                                                                                ------------------------------------
                                                              Title:   Vice President
                                                                     -----------------------------------------------
</TABLE>

                                       16
<PAGE>


ADDENDUM to that certain Loan Agreement dated March ___, 1999 between VASTERA,
INC. as the Borrower and PNC BANK, NATIONAL ASSOCIATION.

                          I.    FINANCIAL COVENANTS

1.       The Borrower will not permit its Tangible Net Worth to be less than the
         $7,250,000 at any time during the term of this Agreement.

The foregoing minimum net worth levels will be increased by the amounts of any
new equity or subordinated debt investments after the date of this Agreement.

2.       The Borrower shall maintain a minimum ratio of Current Assets to
         Current Liabilities of 1.25: 1.00 at all times during the term of this
         Agreement.

3.       The Borrower shall not experience two consecutive quarters of Negative
         Net Operating Income. Measurement of this covenant shall commence with
         the third fiscal quarter of 1999.

4.       The Borrower's Negative Net Operating Income will not exceed (a)
         $1,000,000 for the first fiscal quarter of 1999, (b) $500,000 for each
         of the second and third fiscal quarters of 1999, and (c) $1,000,000 for
         the fourth fiscal quarter of 1999, and each fiscal quarter thereafter.

DEFINITIONS:

         "CURRENT ASSETS" means the sum of cash, accounts receivable and
         marketable securities.

         "CURRENT LIABILITIES" means the sum of all current liabilities other
         than deferred revenue plus amounts outstanding under the Revolving
         Credit not classified as current liabilities.

         "DEBT" means the maximum combined debt outstanding under the Revolving
         Credit, any equipment leases, or any other debt arrangements maturing
         within one year.

         "NEGATIVE NET OPERATING INCOME" means earnings before interest, taxes,
         depreciation and amortization less than zero calculated in accordance
         with generally accepted accounting principles.

         "TANGIBLE NET WORTH" means shareholders' equity less intangible assets
         (calculated in ` accordance with generally accepted accounting
         principles), plus any equity or subordinated and/or convertible debt
         investments created after the date of this Agreement.

<PAGE>


                         II.    PERMITTED ENCUMBRANCES


                         III.   ENVIRONMENTAL MATTERS

                                       2
<PAGE>


                                                                  EXECUTION COPY

BORROWING BASE RIDER

                  THIS BORROWING BASE RIDER ("RIDER") is executed this 5th day
of March 1999, by and between VASTERA, INC., a Delaware corporation (the
"BORROWER"), and PNC BANK, NATIONAL ASSOCIATION (the "BANK"). This Rider is
incorporated into and made part of that certain Loan Agreement between the Bank
and the Borrower dated the date hereof, and also into such other financing
documents and security agreements as may be executed and delivered pursuant to
said Loan Agreement (all such documents including this Rider are collectively
referred to as the "LOAN DOCUMENTS"). All initially capitalized terms not
otherwise defined in this Rider shall have the same meanings ascribed to such
terms in the other Loan Documents.

                  Pursuant to the Loan Documents, the Bank has extended a "Loan"
to the Borrower which includes a "Secured Revolving Credit Facility," under
which the Borrower may borrow, repay and reborrow funds at any time prior to the
Revolving Credit Expiration Date and an "Equipment Line of Credit"
(collectively, the "FACILITY"). As a condition to the Bank's willingness to
extend the Facility to the Borrower, the Bank and the Borrower are entering into
this Rider in order to set forth their agreement regarding the maximum amount
which may be outstanding under the Facility at any time, and for the other
purposes set forth below:

                  NOW, THEREFORE, in consideration of the foregoing and
intending to be legally bound, the parties hereto covenant and agree as follows:

                  1.   LIMITATIONS ON BORROWINGS UNDER FACILITY. Notwithstanding
any provisions to the contrary in any of the other Loan Documents, at no time
shall the aggregate principal amounts of indebtedness outstanding at any one
time under the Facility exceed the Borrowing Base (as defined hereinafter) at
such time. If at any time the aggregate principal amount of indebtedness
outstanding under the Facility exceeds the limitation set forth in this Section
1 for any reason, then the Borrower shall immediately repay the amount of such
excess to the Bank in immediately available funds.

                  2.   BORROWING BASE CERTIFICATES. The Borrower shall deliver
an updated Borrowing Base Certificate upon the Bank's request and in no event
later than on or before the 15`h day of each month or the first business day
thereafter if such day falls on a weekend or holiday, if no new advances have
been requested by the Borrower under the Facility since the date of the
preceding Borrowing Base Certificate.

                  3.   CERTAIN DEFINED TERMS. In addition to the words and terms
defined elsewhere in this Rider or in the other Loan Documents, as used in this
Rider, the following words and terms shall have the following meanings:

                  "ACCOUNT" shall mean an "account" or a "general intangible" as
defined in the Uniform Commercial Code as in effect in the jurisdiction whose
Law governs the perfection of the Bank's security interest therein, whether now
owned or hereafter acquired or arising.

<PAGE>

                  "ACCOUNT DEBTOR" shall mean, with respect to any Account, each
Person who is obligated to make payments to either of the Borrower on such
Account.

                  "AFFILIATE" of the Borrower or any Account Debtor shall mean
(a) any Person who (either alone or with a group of Persons, and either directly
or indirectly through one or more intermediaries) is in control of, is
controlled by or is under common control with the Borrower or such Account
Debtor, (b) any director, officer, partner, employee or agent of the Borrower or
such Account Debtor, and (c) any member of the immediate family of any natural
person described in the preceding clauses (a) and (b). A Person or group of
Persons shall be deemed to be in control of the Borrower or an Account Debtor
when such Person or group of Persons possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
Borrower or such Account Debtor, whether through the ownership of voting
securities, by contract or otherwise.

                  "BORROWING BASE" shall mean, for the Revolving Credit, at any
time through the Revolving Credit Expiration Date, the lesser of (a) $2,500,000
(the maximum principal amount of the Revolving Credit, including the aggregate
face amounts of stand-by letters of credit issued by the Bank at the Borrower's
request) and (b) 80% of Qualified Accounts at such time.

The value at any time of the collateral described in this definition shall be
determined by reference to the most recent Borrowing Base Certificate delivered
by the Borrower to the Bank.

                  "BORROWING BASE CERTIFICATE" shall mean each Borrowing Base
Certificate to be delivered by the Borrower to the Bank pursuant to Section 2 of
this Rider, in substantially the form attached as EXHIBIT A to this Rider, with
blanks appropriately completed, as amended, supplemented or otherwise modified
from time to time.

                  "LAW" shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or
award of any Official Body.

                  "LIEN" shall mean any mortgage, pledge, security interest,
bailment, encumbrance, claim, lien or charge of any kind, including any
agreement to give any of the foregoing, any conditional sale or other title
retention agreement and any lease in the nature thereof, and the filing of or
agreement to give any financing statement under the Uniform Commercial Code.

                  "OFFICIAL BODY" shall mean any government or political
subdivision or any agency, authority, bureau, central bank, commission,
department or instrumentality of any government or political subdivision, or any
court, tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

                  "PERSON" shall mean an individual, sole proprietorship,
corporation, partnership (general or limited), trust, business trust, limited
liability company, unincorporated organization or association, joint venture,
joint-stock company, Official Body, or any other entity of whatever nature.

                  "QUALIFIED ACCOUNTS" shall mean Accounts which are and at all
times continue to meet the following conditions:

                                       2
<PAGE>

                  (a)    The Account duly complies with ail applicable Laws,
                         whether Federal, state or local, including but not
                         limited to usury Laws, the Federal Truth in Lending
                         Act, the Federal Consumer Credit Protection Act, the
                         Fair Credit Billing Act, and Regulation Z of the Board
                         of Governors of the Federal Reserve Systems;

                  (b)    The Account was not originated in or subject to the
                         Laws of a jurisdiction whose Laws would make the
                         account or the grant of the security interest in the
                         Account to the Hank unlawful, invalid or unenforceable;

                  (c)    The Account was originated by the Borrower in
                         connection with the sale of goods or the rendering of
                         services by the Borrower in the ordinary course of
                         business under an enforceable contract, and such sale
                         has been consummated and such goods have been delivered
                         or such services have been rendered so that the
                         performance of such contracts has been completed by
                         such Borrower and by all parties other than the Account
                         Debtor;

                  (d)    The Account is evidenced by a written invoice or other
                         documentation and arises from a contract, all of which
                         are in form and substance satisfactory to the Bank;

                  (e)    The Account does not arise out of a contract with, or
                         order from, an Account Debtor that, by its terms,
                         forbids or makes void or unenforceable the grant of the
                         security interest by the Borrower to the Bank in and to
                         the Account arising with respect thereto;

                  (f)    The title of the Borrower to the Account and, except as
                         to the Account Debtor, to any related goods is absolute
                         and is not subject to any Lien except Liens in favor of
                         the Bank;

                  (g)    The Account provides for payment in United States
                         Dollars by the Account Debtor;

                  (h)    The Account shall have amounts owing that are not less
                         than the amounts represented by the Borrower;

                  (i)    The portion of the Account for which income has not yet
                         been earned or which constitutes unearned discount,
                         services charges or deferred interest shall be
                         ineligible;

                  (j)    The Account shall be eligible only to the extent that
                         it is not subject to any defense, claim of reduction,
                         counterclaim, set-off, recoupment, or any dispute or
                         claim for credits, allowances or adjustments by the
                         Account Debtor because of returned, inferior, damaged
                         goods or unsatisfactory service, or for any other
                         reason;

                                       3
<PAGE>

                  (k)    The goods the sale of which gave rise to the Account
                         were shipped or delivered or provided to the Account
                         Debtor on an absolute sale basis and not on a bill and
                         hold sale basis, a consignment sale basis, a guaranteed
                         sale basis, a sale or return basis or on the basis of
                         any other similar terms making the Account Debtor's
                         payment obligations conditional;

                  (l)    The Account Debtor has not returned, rejected or
                         refused to retain, or otherwise notified the Borrower
                         of any dispute concerning, or claimed nonconformity of,
                         any of the goods from the sale of which the Account
                         arose;

                  (m)    No default exists under the Account by any party
                         thereto, and all rights and remedies of the Borrower
                         under the Account are freely assignable by the
                         Borrower;

                  (n)    The Account has not been outstanding for more than
                         ninety (90) days past the invoice date and is not
                         subject to "dating" terms;

                  (o)    None of the Accounts of any Account Debtor shall be
                         eligible if more than 50% of the Accounts of such
                         Account Debtor have been outstanding for more than
                         ninety (90) days;

                  (p)    The Account shall be ineligible to the extent that the
                         aggregate amount of all the Accounts of the Account
                         Debtor and its Affiliates exceed 20% of all of the
                         Borrower's Accounts;

                  (q)    The Borrower has not received any note, trade
                         acceptance, draft, chattel paper or other instrument
                         with respect to, or in payment of, the Account, unless,
                         if any such instrument has been received, the Borrower
                         immediately notifies the Bank and, at the Bank's
                         request, endorses or assigns and delivers such
                         instrument to the Bank;

                  (r)    The Borrower has not received any notice of (i) the
                         filing by or against the Account Debtor of any
                         proceeding in bankruptcy, receivership, insolvency,
                         reorganization, liquidation, conservatorship or any
                         similar proceeding, or (ii) any assignment by the
                         Account Debtor for the benefit of creditors. Upon
                         receipt by the Borrower of any such notice, it will
                         give the Hank prompt written notice thereof;

                  (s)    The Account Debtor is not an Affiliate of the Borrower;

                  (t)    The Account shall be ineligible if the Account Debtor
                         is an Official Body, unless the Borrower shall have
                         taken all actions deemed necessary by the Bank in order
                         to perfect the Bank's security interest therein,
                         including but not limited to any notices or filings
                         required under the Assignment of Claims Act of 1940, as
                         amended, or other applicable Laws; and

                                       4
<PAGE>

                  (u)    The Bank has not deemed such Account ineligible because
                         of uncertainty about the creditworthiness of the
                         Account Debtor (including, without limitation,
                         unsatisfactory past experiences of the Borrower or the
                         Bank with the Account Debtor) or because the Bank
                         otherwise makes a reasonable determination that the
                         collateral value of the Account to the Bank is impaired
                         or that the Bank's ability to realize such value is
                         insecure.

Standards of acceptability shall be fixed and may be revised from time to time
by mutual agreement of Bank and the Borrower. In the case of any dispute about
whether an Account is or has ceased to be a Qualified Account, the decision of
the Bank shall be final.

                  4.       GOVERNING LAW. THIS RIDER WILL BE INTERPRETED AND THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICTS OF LAW RULES.

                  5.       COUNTERPARTS. This Rider may be signed in any number
of counterpart copies and by the parties hereto on separate counterparts, but
all such copies shall constitute one and the same instrument.

                                       5
<PAGE>


                  WITNESS the due execution of this Borrowing Base Rider as a
document under seal, as of the date first written above.
<TABLE>
<CAPTION>

<S>                                                            <C>
ATTEST:                                                       VASTERA, INC.

By:      /s/ Stephanie Landa                                  By:    /s/ Philip S. Balsamo                (SEAL)
       -----------------------------------------------             -------------------------------------------------
  Print Name:        Stephanie Landa                            Print Name:       Philip S. Balsamo
                   -----------------------------------                          ------------------------------------
Title:   Notary                                               Title:   Finance Director
       -----------------------------------------------               -----------------------------------------------



                                                                PNC BANK,
                                                                NATIONAL ASSOCIATION

                                                              By:   /s/ Mary E. Schmersal        (SEAL)
                                                                   -------------------------------------------------
                                                                Print Name:       Mary E. Schmersal
                                                                                ------------------------------------
                                                              Title:   Vice President
                                                                     -----------------------------------------------
</TABLE>


                                       6
<PAGE>


                                    EXHIBIT A

                  BORROWING BASE CERTIFICATE-DOMESTIC- ACCOUNTS

                                                         DATE:
                                                              -----------------

In accordance with the terms of Loan Agreement, dated as of March ! 1999 between
Vastera, Inc. (hereafter the "Borrower") and PNC Bank, National Association
(hereafter "PNC Bank"), the Borrower hereby makes the following certification:

1.       Domestic Accounts Receivable Balance as of _____________    __________

2.       Add:     Domestic sales since last report                  +__________

3.       Less:    Domestic collections since last report            -__________

4.       Adjusted Domestic Accounts Receivable Balance               __________

5.       Less:    Ineligible Domestic Account Balances             - __________

6.       Eligible Domestic Accounts Receivable Balance               __________

                           Formula                                        x80%
                                                                     ----------

7.       Domestic Accounts Receivable Borrowing Base                 __________

A listing or copy of each account, properly aged, is attached hereto and these
accounts are pledged as collateral by Borrower in favor of PNC Bank. The
Borrower further warrants:

         -        that the goods or services represented by each account have
                  been fully performed in an acceptable workmanlike manner, and
                  that the goods represented thereby have been shipped to the
                  customer, and

         -        that the amount shown for each account is due and unpaid and
                  that the amount complies in every way with the requirements of
                  the Security Agreement, and

         -        that each account evidenced hereby has been set aside on our
                  books or record and that said books clearly indicate these
                  amounts having been assigned as collateral under said Security
                  Agreement, and

         -        that ineligible accounts include all accounts aged over 90
                  days and all eligible accounts where 50% or more of the total
                  amount owed is aged beyond 90 days.

<PAGE>


SUMMARY:

8.       Borrowing Base (Line 7)
                                                               -----------------

9.       Maximum Facility Amount                               $  2,500,000
                                                               -----------------

10.      Available Facility Amount (Lesser of lines 8 or 9)
                                                               -----------------

11.      Loan Outstanding (Note #     )
                                                               -----------------

12.      Excess/(deficiency) (Line 10 less line 11)
                                                               -----------------

All deficiencies are due immediately.

 Certified by:
                     --------------------------------
 Title:
                     --------------------------------

                                       2
<PAGE>




                                                                 EXECUTION COPY

                                 AMENDMENT NO. 1
                                       TO
                                 LOAN AGREEMENT

         THIS AMENDMENT NO. 1 TO LOAN AGREEMENT, (this "AMENDMENT"), is entered
into as of September 15, 1999, between VASTERA, INC., a Delaware corporation
(the "BORROWER"), and PNC BANK, NATIONAL ASSOCIATION (the "BANK").

                                   WITNESSETH:

         WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated
as of March 5, 1999'(the "LOAN AGREEMENT") wherein the Bank agreed to extend to
the Borrower a $2,500,000 Revolving Line of Credit (the "REVOLVING LINE") and a
$1,500,000 Equipment Line of Credit (the "EQUIPMENT LINE"), subject to the terms
and conditions of the Agreement; and

         WHEREAS, the Borrower has requested that the Bank amend the Loan
Agreement to increase the maximum availability under the Equipment Line to
$3,000,000.

         NOW, THEREFORE, in consideration of the premises herein and other good
and valuable consideration, the Borrower and the Bank, with the intent to be
legally bound hereby, agree as follows:

         1. DEFINED TERMS. Capitalized terms used in this Amendment shall have
the meanings provided in the Loan Agreement unless a different definition is
provided herein.

         2. REVOLVING LINE AVAILABILITY. The maximum availability under the
Equipment Line is hereby increased to $3,000,000. Notwithstanding such increase,
all Advances under the Equipment Line shall continue to be limited to 90DEG.l0
of the face amount of equipment invoices (excluding taxes, shipping and
installation submitted with any Loan Request) pursuant to the terms of the Loan
Agreement.

         3. EXTENSION OF EQUIPMENT LINE EXPIRATION DATE. The Equipment Line
Expiration Date is hereby extended to twelve (12) month from the date of this
Amendment.

         4. AMENDED AND RESTATED NOTE. Simultaneously with the execution and
delivery of this Amendment, the Borrower shall execute and deliver to the Bank
an Amended and Restated Promissory Note (the "AMENDED NOTE"). Upon receipt of
the Amended Note, the Bank shall return to the Borrower the Promissory Note
dated March 5, 1999 (the "ORIGINAL NOTE"). All amounts outstanding under the
Original Note shall be transferred to, and be deemed to be outstanding under,
the Amended Note.

         5. FACILITY FEE. The Borrower shall pay to the Bank a facility fee of
$3,750 (equal to .25% of the increased availability under the Equipment Line)
payable upon execution of this Amendment.

<PAGE>

         6. SECURITY/COLLATERAL. All obligations of the Borrower to the Bank
under the Revolving Credit, the Equipment Line, as amended, and the Amended Note
shall constitute Obligations as defined in the Loan Agreement and in the
Security Agreement dated as of March 5, 1999 by and between Borrower and the
Bank, and shall be entitled to the benefits of and be secured by the Security
Documents.

7.       AMENDMENT OF CERTAIN FINANCIAL COVENANTS.

         a. TANGIBLE NET WORTH COVENANT. Section 1 of the Addendum is hereby
amended and restated in its entirety as follows:

         "The Borrower will not permit its Tangible Net Worth to be less than
$7,775,000 at any time during the term of this Agreement."

         b. CONSECUTIVE QUARTERLY LOSSES. Section 3 of the Addendum is hereby
amended and restated in its entirety as follows:

         "The Borrower shall not experience two consecutive quarters of Negative
Net Operating Income. Measurement of this covenant shall commence with the
second fiscal quarter of 2000."

         c. MAXIMUM QUARTERLY LOSSES. Section 4 of the Addendum is hereby
amended and restated in its entirety as follows:

                  "The Borrower's Negative Net Operating Income will not exceed
(a) $1,500,000 for each of the third and fourth fiscal quarters of 1999, and (b)
$1,000,000 for the first fiscal quarter of 2000, and each fiscal quarter
thereafter."

     8.  REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
         warrants to the Bank as follows:

         (a) all representations, warranties and covenants made by the Borrower
to the Bank that are contained in the Loan Agreement, as modified hereby, the
Amended Note, and each of the other Loan Documents are true and correct on and
as of the date hereof with the same effect as though such representations,
warranties and covenants had been made on and as of the date hereof (except
representations and warranties which expressly relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and
as of the specific dates or times referred to therein);

         (b) to the Borrower's knowledge, no event or condition has occurred or
exists which, with the giving of notice or the passage of time, or both would
constitute an Event of Default under any of the Loan Documents;

         (c) the Borrower has delivered copies of its most recently amended
Certificate of Incorporation and Bylaws to the Bank together with this
Amendment, and such amended Certificate and Bylaws have not been amended,
revised, supplemented, restated or changed in any way since their respective
dates of adoption and are still in full force and effect; and

                                       2
<PAGE>

         (d) the execution and delivery of this Amendment and the consummation
of the transactions contemplated hereby and by the Note and any other documents
executed by the Borrower required to be delivered, to the Bank in connection
with this Amendment have been duly and validly authorized by the Borrower and
all such documents together constitute the legal, valid and binding agreement of
the Borrower, enforceable against the Borrower in accordance with their
respective terms.

    9.   REIMBURSEMENT OF EXPENSES. The Borrower shall reimburse the Bank,
upon the execution of this Amendment, and otherwise on demand, all reasonable
and necessary costs and expenses incurred by the Bank in connection with the
preparation, negotiation and delivery of this Amendment and the Amended Note and
any modifications thereto. The obligations of the Borrower to pay expenses
hereunder are in- addition to, and pat in lieu of, any similar obligations set
forth in the Loan Agreement.

    10.  COUNTERPARTS. This Amendment may be executed in one or more
counterparts by any party hereto in separate counterparts, each of which when so
executed and delivered to the other party shall be deemed an original. All such
counterparts together shall constitute one and the same instrument.

    11.  WAIVERS. This Amendment shay not, except as expressly set forth
above, serve to waive, supplement or amend the Loan Agreement or any of the
other Loan Documents, which Loan Documents shall remain in full force and effect
as amended hereby.

                           [Signature Page to Follow]

                                       3
<PAGE>


         WITNESS the due execution of this Amendment No. 1 to Loan Agreement as
a document under seal, as of the date first written above.
<TABLE>
<CAPTION>

<S>                                                          <C>
ATTEST:                                                       VASTERA, INC.

By:      /s/ Laura Himmelsbach                                By:    /s/ Philip J. Balsamo                (SEAL)
       -----------------------------------------------             -------------------------------------------------
  Print Name:        Laura Himmelsbach                          Print Name:       Philip J. Balsamo
                   -----------------------------------                          ------------------------------------
Title:   Administration                                       Title:   CFO
       -----------------------------------------------               -----------------------------------------------



                                                                PNC BANK,
                                                                NATIONAL ASSOCIATION

                                                              By:    /s/ Kevin A. Brown                   (SEAL)
                                                                   -------------------------------------------------
                                                                Print Name:       Kevin A. Brown
                                                                                ------------------------------------
                                                              Title:   Vice President
                                                                     -----------------------------------------------
</TABLE>
                                       4
<PAGE>




                                                                  EXECUTION COPY

                                 AMENDMENT NO. 2
                                       TO
                                 LOAN AGREEMENT

         THIS AMENDMENT NO. 2 TO LOAN AGREEMENT, (this "AMENDMENT NO. 2"), is
entered into as of March 31, 2000, between VASTERA, INC., a Delaware corporation
(the "BORROWER"), and PNC BANK, NATIONAL ASSOCIATION (the "BANK").

                                   WITNESSETH:

         WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated
as of March 5, 1999 (the "LOAN AGREEMENT") wherein the Bank agreed to extend to
the Borrower a $2,500,000 Revolving Line of Credit (the "REVOLVING LINE") and, a
$1,500,000 Equipment Line of Credit (the "EQUIPMENT LINE"), subject to the terms
and conditions of the Agreement;

         WHEREAS) the Borrower and the Beak entered into Amendment No. 1 to the
Loan Agreement dated as of September 15, 1999 ("AMENDMENT NO. L") wherein the
Bank agreed to increase the maximum availability under the Equipment Line to
$3,000,000, subject to the terms and conditions of Amendment No. 1; and

         WHEREAS, the Borrower hag requested that the Bank amend the Loan
Agreement to increase the maximum availability under the Equipment Line to
$4,800,000.

         NOW, THEREFORE, in consideration of the premises herein and other good
and valuable consideration, the Borrower and the Bank, with the latent to be
legally bound hereby, agree as follows:

         1.       DEFINED TERMS. Capitalized terms used in this Amendment No. 2
shall have the meanings provided in the Loan Agreement unless a different
definition is provided herein.

         2.       REVOLVING EQUIPMENT LANE AVAILABILITY. The maximum
availability under the Equipment Line is hereby increased to $4,800,000.
Notwithstanding such increase, all Advances under the Equipment Line shall
continue to be limited to 90% of the face amount of equipment invoices
(excluding taxes, shipping and installation submitted with any Loan Request)
pursuant to the terms of the Loan Agreement.

         3.       EXTENSION OF EQUIPMENT LINT EXPIRATION DATE. The Equipment
Line Expiration Date is hereby extended to twelve (I2) months from the date of
this Amendment No. 2.

         4.       AMENDED AND RESTATED NOTE. Simultaneously with the execution
and delivery of this Amendment No. 2, the Borrower shall execute and deliver to
the Bank a Second Amended and Restated Promissory Note (the "AMENDED NOTE NO.
2"). Upon receipt of the Amended Note No. 2, the Bank shall return to the
Borrower the Promissory Note dated September 15, 1999 (the "AMENDED NOTE NO.
l"). All amounts outstanding under the Amended

<PAGE>

Note No. 1 shall be transferred to, and be deemed to be outstanding under, the
Amended Note No. 2.

         5.       FACILITY FEE. The Borrower shall pay to the Bank a facility
fee of $4,500 (equal to .25% of the increased availability under the Equipment
Line) payable upon execution of this Amendment No. 2.

         6.       SECURITY/COLLATERAL. All obligations of the Borrower to the
Bank under the Revolving Credit, the Equipment Line, as amended, and the Amended
Note No. 2 shall constitute Obligations as defined in the Loan Agreement and in
the Security Agreement dated as of March 5, 1999 by and between Borrower and the
Bank, and shall be entitled to the benefits of acrd be secured by the Security
Documents.

         7.       AMENDMENT OF CERTAIN FINANCIAL COVENANTS.

                  a.   TANGIBLE NOT WORTH COVENANT. Section 1 of the Addendum is
hereby amended and restated in its entirety as follows:

                  "The Borrower will not permit its Tangible Net Worth to be
less than the following levels for the periods set forth below:

               QUARTER ENDED                     MINIMUM TANGIBLE NET WORTH

                  3/31/00                                     $800,000
                  6/30/00                                  ($3,000,000)
                  9/30/00                                  ($6,200,000)
                 12/31/00                                  ($9,100,000)
                  3/31/01                                 ($11,500,000)
                  6/30/01                                 ($13,000,000)
                  9/30/01                                 ($13,100,000)
              12/31/01 and all                            ($12,600,000)
              fiscal quarters
              thereafter."

                  b.  CONSECUTIVE QUARTERLY LOSSES. Section 3 of the Addendum is
hereby amended and restated in its entirety as follows:

                  "The Borrower shall not experience two consecutive quarters of
Negative Net Operating Income. Measurement of this covenant shall commence with
the fast fiscal quarter of 2002."

                                       2
<PAGE>

                  c.   MAXIMUM QUARTERLY LOSSES. Section 4 of the Addendum is
hereby amended and restated in its entirety as follows:


                  "`The Borrower's Negative Net Operating Income will not exceed
(a) $5,000,000 for each of the second, third and fourth fiscal quarters of 2000
and for the first fiscal quarter of 2001 and (b) $2,000,000 for each fiscal
quarter thereafter."

         8.       REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents
and warrants to the Bank as follows:

                  (a)   all representatives and warranties made by the Borrower
to the Bank that are contained in the Loan Agreement, as modified hereby, the
Amended Note No. 2, and each of the other Loan Documents are true and retract on
end as of the date hereof with the same effect as though such representations
and warranties had been made on and as of the date hereof (except
representations and warranties which expressly relate solely to an earlier date
or time, which representations and warranties shall be true and correct on and
as of the specific dates or times referred to therein);

                  (b)   to the Borrower's knowledge, no event or condition has
occurred or exists which, with the giving of notice or the passage of time, or
both, would constitute as Event of Default under any of the Loan Documents;

                  (c)   the Borrower has delivered copies of its most recently
amended Certificate of Incorporation and Bylaws to the Bank together with this
Amendment No. 2, and such Amended Certificate and Bylaws have not been amended,
revised, supplemented, restated or changed in any way since their respective
dates of adoption and are still in full force and effect; and

                  (d)   the execution and delivery of this Amendment No. 2 and
the consummation of the transactions contemplated hereby and by the Amended Note
No. 2 and any other documents executed by the Borrower required to be delivered
to the Bank in connection with this Amendment No. 2 have been duly and validly
authorized by the Borrower and all such documents together constitute the legal,
valid and binding agreement of the Borrower, enforceable against the Borrower in
accordance with their respective terms.

     9.           REIMBURSEMENT. The Borrower shall reimburse the Bank, upon the
execution of this Amendment No. 2, and otherwise on demand, all reasonable and
necessary costs and expenses incurred by the Bank in connection with the
preparation, negotiation and delivery of this Amendment No. 2 and the Amended
Note No. 2 and any modifications thereto. The obligations of the Borrower to pay
expenses hereunder are in addition to, and not in lieu of, any similar
obligations sat forth in the Loan Agreement.

     10.          COUNTERPARTS. This Amendment may be executed in one or more
counterparts by any party hereto in separate counterparts, each of which when so
executed acrd delivered to the other party shall be deemed an original. All such
counterparts together shall constitute one arid the same instrument.

                                       3
<PAGE>

     11.          WAIVERS. This Amendment shall not, except as expressly set
forth above, serve to waive, supplement or amend the Loan Agreement or any of
the other Loan Documents, which Loan Documents shall remain in full force and
effect as amended hereby.

                           [Signature Page to Follow]

                                       4
<PAGE>

         WITNESS the due execution of this Amendment No. 2 to Loan Agreement as
a document under seal, as of the date first written above.

<TABLE>
<CAPTION>

<S>                                                           <C>
ATTEST:                                                       VASTERA, INC.

By:      /s/ David E. Zerbee                                  By:    /s/ Philip J. Balsamo                (SEAL)
       -----------------------------------------------             -------------------------------------------------
  Print Name:        David E. Zerbee                            Print Name:       Philip J. Balsamo
                   -----------------------------------                          ------------------------------------
Title:   General Counsel                                      Title:   CFO
       -----------------------------------------------               -----------------------------------------------



                                                                PNC BANK,
                                                                NATIONAL ASSOCIATION

                                                              By:    /s/ Kevin A. Brown                   (SEAL)
                                                                   -------------------------------------------------
                                                                Print Name:       Kevin A. Brown
                                                                                ------------------------------------
                                                              Title:   Vice President
                                                                     -----------------------------------------------

                                       5
</TABLE>



<PAGE>

                                AMENDMENT NO. 3
                                      TO
                                 LOAN AGREEMENT

     THIS AMENDMENT NO. 3 TO LOAN AGREEMENT, (this "AMENDMENT NO. 3"),  is
entered into as of June 19, 2000, between VASTERA, INC., a Delaware
corporation (the "BORROWER"), and PNC BANK, NATIONAL ASSOCIATION (the "BANK").

                                  WITNESSETH:

    WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated as
of March 5, 1999 (the "LOAN AGREEMENT") wherein the Bank agreed to extend to
the Borrower a $2,500,000 Revolving Line of Credit (the "REVOLVING LINE") and
a $1,500,000 Equipment Line of Credit (the "EQUIPMENT LINE"), subject to the
terms and conditions of the Loan Agreement;

    WHEREAS, the Borrower and the Bank entered into Amendment No. 1 to the
Loan Agreement dated as of September 15, 1999 ("AMENDMENT NO. 1") wherein the
Bank agreed to increase the maximum availability under the Equipment Line to
$3,000,000, subject to the terms and conditions of Amendment No. 1;

    WHEREAS, the Borrower and the Bank entered into Amendment No. 2 to the
Loan Agreement dated as of March 31, 2000 ("AMENDMENT NO. 2") wherein the
Bank agreed to increase the maximum availability under the Equipment Line to
$4,800,000, subject to the terms and conditions of Amendment No. 2; and

    WHEREAS, the Borrower has requested that the Bank amend the Loan
Agreement to specifically exclude non-cash charges from the covenant
calculations and to amend the Tangible Net Worth financial covenant to
reiterate the method of calculating such covenant.

    NOW, THEREFORE, in consideration of the premises herein and other good
and valuable consideration, the Borrower and the Bank, with the intent to be
legally bound hereby, agree as follows:

    1. DEFINED TERMS. Capitalized terms used in this Amendment No. 3 shall
have the meanings provided in the Loan Agreement unless a different
definition is provided herein.

    2. AMENDMENT OF CERTAIN FINANCIAL COVENANTS. Section I of the Addendum to
the Loan Agreement is hereby amended and restated in its entirety as follows:

<PAGE>

                           "I. FINANCIAL COVENANTS

In calculating each financial covenant set forth below, all non-cash charges,
determined in accordance with generally accepted accounting principles, will
be disregarded.

1.   The Borrower will not permit its Tangible Net Worth to be less than the
following levels for the periods set forth below:

<TABLE>
<CAPTION>
                                                  Minimum Tangible Net
                  Quarter Ended                           Worth
                  -------------                   --------------------
<S>                                               <C>
                    3/31/00                             $4,000,000
                    6/30/00                               $400,000
                    9/30/00                            ($8,750,000)
                   12/31/00                            ($6,000,000)
                    3/31/01                            ($9,500,000)
                    6/30/01                           ($11,500,000)
                    9/30/01                           ($11,750,000)
                   12/31/01 and all                   ($11,250,000)
                   fiscal quarters
                   thereafter."
</TABLE>

     The foregoing minimum Tangible Net Worth levels will be increased by the
amounts of any new equity or subordinated debt investments after the date of
this Agreement.

2.   The Borrower shall maintain a minimum ratio of Current Assets to
Current Liabilities of 1.25:1.00 at all times during the term of this
Agreement.

3.   The Borrower shall not experience two consecutive quarters of Negative
Net Operating Income. Measurement of this covenant shall commence with the
first fiscal quarter of 2002.

4.   The Borrower's Negative Net Operating Income will not exceed (a)
$5,000,000 for each of the second, third and fourth fiscal quarters of 2000
and for the first fiscal quarter of 2001 and (b) $2,000,000 for each fiscal
quarter thereafter.

DEFINITIONS:

     "CURRENT ASSETS" means the sum of cash, accounts receivable and
marketable securities.

     "CURRENT LIABILITIES" means sum of all current liabilities other than
deferred revenue plus amounts outstanding under the Revolving Credit not
classified as current liabilities.

                                       2

<PAGE>

     "DEBT" means the maximum combined debt outstanding under the Revolving
     Credit, any equipment leases, or any other debt arrangements maturing
     within one year.

     "NEGATIVE NET OPERATING INCOME" means earnings before interest, taxes,
     depreciation and amortization less than zero calculated in accordance
     with generally accepted accounting principles.

     "TANGIBLE NET WORTH" means shareholders' equity less intangible assets
     (calculated in accordance with generally accepted accounting
     principles), plus any equity or subordinated and/or convertible debt
     investments created after the date of this Agreement."

     3. SECURITY/COLLATERAL. All obligations of the Borrower to the Bank
under the Loan Agreement, as amended, including by this Amendment No. 3,
shall constitute Obligations as defined in the Loan Agreement and in the
Security Agreement dated as of March 5, 1999 by and between Borrower and the
Bank, and shall be entitled to the benefits of and be secured by the Security
Documents.

     4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Bank as follows:

        (a) all representations and warranties made by the Borrower to the
Bank in the Loan Agreement, as amended, including by this Amendment No. 3,
and in each of the other Loan Documents are true and correct on and as of the
date hereof with the same effect as though such representations and
warranties had been made on and as of the date hereof (except representations
and warranties which expressly relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of
the specific dates or times referred to therein);

        (b) to the Borrower's knowledge, no event or condition has occurred
or exists which, with the giving of notice or the passage of time, or both,
would constitute an Event of Default under any of the Loan Documents;

        (c) the Borrower has not amended its Certificate of Incorporation and
Bylaws since true and correct copies were delivered to the Bank and such
Certificate of Incorporation and Bylaws and are still in full force and
effect; and

        (d) the execution and delivery of this Amendment No. 3 and the
consummation of the transactions contemplated hereby and any other documents
executed by the Borrower required to be delivered to the Bank in connection
with this Amendment No. 3 have been duly and validly authorized by the
Borrower and all such documents together constitute the legal, valid and
binding agreement of the Borrower, enforceable against the Borrower in
accordance with their respective terms.


                                       3

<PAGE>


     5. REIMBURSEMENT OF EXPENSES. The Borrower shall reimburse the Bank,
upon the execution of this Amendment No. 3, and otherwise on demand, all
reasonable and necessary costs and expenses incurred by the Bank in
connection with the preparation, negotiation and delivery of this Amendment
No. 3 and any modifications thereto. The obligations of the Borrower to pay
expenses hereunder are in addition to, and not in lieu of, any similar
obligations set forth in the Loan Agreement.

     6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts by any party hereto in separate counterparts, each of which when
so executed and delivered to the other party shall be deemed an original. All
such counterparts together shall constitute one and the same instrument.

     7. WAIVERS. This Amendment No. 3 shall not serve waive, supplement or
amend the Loan Agreement or any of the other Loan Documents which Loan
Documents shall remain in full force and effect as amended hereby.

     WITNESS the due execution of this Amendment No. 3 to Loan Agreement as a
document under seal, as of the date first written above.



ATTEST:                                VASTERA, INC.

By: /s/ Stephanie Landa                By: /s/ Philip J. Balsamo
   ------------------------               --------------------------
Print Name: Stephanie Landa            Print Name: Philip J. Balsamo
           ----------------                       ------------------
Title: Notary Public                   Title:  CFO
      ---------------------                  -----------------------


                                       PNC BANK,
                                       NATIONAL ASSOCIATION

                                       By:                             (SEAL)
                                          -----------------------------
                                       Print Name:
                                                  ---------------------
                                       Title:
                                             --------------------------


                                      4