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                                                                   Exhibit 10.11

IBM/OEM SOFTWARE AGREEMENT

BASE AGREEMENT:  4900S10090

Thank you for doing business with IBM. The IBM OEM Software Agreement
("Agreement") describes the items that IBM provides to you to include in your
Offerings. The Agreement is our complete agreement and replaces all prior oral
or written communications between us regarding the transactions in the
Transaction Documents.

By signing below for our companies, each of us agrees to the terms of this Base
Agreement. When signed, each Transaction Document and the Case Agreement form a
separate agreement between the parties. Once signed, 1) both parties agree any
reproduction of the Agreement made by reliable means (for example, photocopy or
facsimile) is an original unless prohibited by local law and 2) all Programs are
subject to it.

Agreed to:                                                       Agreed to:
<TABLE>
<CAPTION>

<S>                                                              <C>
International Business Machines Corporation                      Vastera, Inc.

By:       /s/ Ron K. Owen                                        By:     /s/ Phil Balsamo
          -------------------------------------------------              ---------------------------------------------

Name:         Dominic Cavalucci                                  Name:      Philip J. Balsamo
              ---------------------------------------------                 ------------------------------------------

Title:       Contract Administrator                              Title:    CFO
             ----------------------------------------------                -------------------------------------------

Date:        3/31/2000                                           Date:     3/30/2000
             ----------------------------------------------                -------------------------------------------


IBM Address:                                                     Vastera Address

11400 Burnet Road                                                45025 Aviation Drive, Suite 200
Austin, Texas  78758                                             Dulles, VA  20166-7554
Attn:        OEM Software Contracts
             Internal Zip 4106
</TABLE>

                                         Page 1
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IBM / OEM SOFTWARE AGREEMENT

BASE AGREEMENT: 4900S10090

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

1        DEFINITIONS

Capitalized terms in the Agreement have the following meanings. A Transaction
Document may define additional terms; however, those terms apply only to that
Transaction Document.

1.1      Customer is an end user authorized to use the Offering for its intended
         use and not for remarketing. Customers do not include you or your
         Subsidiaries.

1.2      Distributors are any business articles you use to distribute Offerings.

1.3      Level 1 Service shall mean the service provided in response to the
         initial phone call placed by a Customer which identifies and documents
         an error in the Programs. This includes problem source identification
         assistance, problem analysis, problem resolution, installation planning
         information and preventive and corrective service information.

1.4      Level 2 Service shall mean the service provided to analyze or reproduce
         the error or to determine that the error is not reproducible. This
         includes problem recreation and in-depth technical analysis.

1.5      Level 3 Service is the service provided to isolate the error to a
         component level of the Programs. An attempt is to be made to provide an
         error correction or circumvention or notification that no correction or
         circumvention is available.

1.6      License Agreement is the applicable agreement and/or conditions of use
         that IBM provides you for licensing the Programs or your license
         agreement as specified in the Transaction Document.

1.7      Maintenance Modifications are revisions that correct errors in the
         Programs.

1.8      Offerings are what you market and distribute to Customers only under
         your company name and logo and which contain at least the Programs and
         the Value-Add Components.

1.9      Programs are one or more of the Programs defined below as specified in
         the Transaction Document:

         a)    Package Programs are individual packages described in the
               Transaction Document which contain software media (for example
               CD-ROMS, diskettes and other storage mediums) and provided to
               you as finished goods which IBM authorizes you to package with
               designated Value-Add components described in the Transaction
               Document.

          b)   Embedded Programs are the software programs described in the
               Transaction Document that IBM authorizes you to reproduce and
               install onto Hardware; and

          c)   Manufactured Programs are the software programs described in the
               Transaction Document which IBM authorizes you to reproduce and
               package with designated Value-Add components described in
               Transaction Document.

          Programs include machine-readable instructions, machine-readable data
          such as a data base or multimedia production and Related Licensed
          Materials.

1.10     Related Licensed Materials are the Program publications that IBM
         generally provides for use by its customers.

1.11     Restricted License is a license to you, your Distributors and Customers
         which prohibits the use of the Program(s) except when used in
         conjunction with the Offerings. The Transaction Document will specify
         the Program(s) for which a Restricted License applies.

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1.12     Hardware System is a nonvolatile storage device or CPU computer system,
         Value-Add Component identified in the Transaction Document that you
         must include in Offerings.

1.13     Subsidiary is an entity during the time that more than 50% of its
         voting stock or, if no voting stock, decision-making power is owned or
         controlled, directly or indirectly, by another entity.

1.14     Territory is identified in the Transaction Document, except, in no
         event, shall Territory include prohibited countries under the
         applicable export laws.

1.15     Value-Add Components are the required product components identified in
         the Transaction Document that you must include in Offerings. Your
         Value-Add Components must be of higher value than the Programs.

2        AGREEMENT STRUCTURE

2.1      The Agreement consists of:

          a)   this Base Agreement that defines the basic terms and conditions
               of our relationship; and

          b)   Transaction Documents that specify the details of your purchase
               of Programs including the prices, Territory, Value-Add
               Components, replication requirements, form, and other applicable
               terms. Both parties accept the terms of a Transaction Document by
               signing it.

2.2      If there is a conflict among the terms of the documents, Transaction
         Document terms prevail over Base Agreement terms. Terms in your
         purchase orders and IBM's invoices are void unless identified otherwise
         in this Agreement.

3        OUR RELATIONSHIP

3.1      Each party is an independent contractor. Neither party is, nor will
         claim to be, a legal representative, partner, franchisee, agent or
         employee of the other except as specifically stated in the Agreement.
         Neither party will assume or create obligations for the other. Each
         party is responsible for the direction and compensation of its
         employees.

3.2      Each party may have similar agreements with others. Each party may
         design, develop, manufacture, acquire or market competitive products
         and services and conduct its business in whatever way it chooses
         provided there is no conflict with the Agreement. You will
         independently establish prices and terms of Offerings. However, your
         terms will include those required by the Agreement.

3.3      All information exchanged is nonconfidential. Where confidential
         information must be exchanged, it will be done under a signed
         confidentiality agreement. However, you will not disclose the terms of
         the Agreement to a third party except a) to your accountants, lawyers
         or other professional advisors under a confidentiality agreement or b)
         as required by law provided you get all available confidential
         treatment for them.

3.4      The Transaction Document will identify coordinators that represent each
         party and where to send all notices, which must be in writing. A party
         will provide notices to the other when its coordinators change.

3.5      Neither party relies on any promises, inducements, representations made
         by the other or expectations of more business dealings except as
         expressly provided in the Agreement. The parties intend the Agreement
         as the complete and final statement of our business agreement.

3.6      You will maintain relevant records to support invoices issued or
         payments made to IBM and to show you have otherwise compiled with the
         Agreement. For each Program licensed, these records must include the
         Program identification, Value-Add Component model numbers and sales and
         returns data. You will retain and make available records for three
         years from the date of the related transaction or payment. If IBM
         requests, you will make financial records available to an independent
         auditor chosen and compensated by IBM. IBM's requests will be in
         writing and will not occur more than once each year. The auditor will
         sign a confidentiality agreement and will only disclose to IBM any
         amounts due and payable for the period examined.

                                     Page 3
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         If an audit discovers that you underpaid IBM, you will pay the amount
         due plus interest. Interest accrues from the payment due date. The
         interest rate is the lower of 2% per month or the highest interest rate
         allowed by law. If you have underpaid IBM by more than 5%, you will
         reimburse IBM for all expenses associated with the audit.

         On IBM's request, you will provide assurances satisfactory to IBM,
         including substantiating documentation, showing that you have been and
         are in compliance with the bundling terms of the Agreement. If you are
         not in compliance with the Agreement, you will refund any applicable
         discount you received from IBM.

         IBM may also have other remedies under the law and the Agreement.

3.7      You may not assign or transfer the Agreement or your rights under it or
         delegate or subcontract your obligations without IBM's prior written
         approval. Any attempt to do so is void.

4        IBM'S RESPONSIBILITIES

4.1      For Packaged Programs, IBM will provide to you:

          a)   Programs on dates to be mutually agreed to;

          b)   if applicable, the IBM Technical Support Document and
               Administrative Guide;

          c)   Related Licensed Materials; and

          d)   service training as specified in the Transaction Document for
               your personnel at a location to be determined by Us. IBM is not
               responsible for your cost of said training or any associated
               expenses.

4.2      For Manufactured Programs and Embedded Programs, IBM will provide to
         you:

          a)   one copy of master replication media of the Programs listed in
               the Transaction Document;

          b)   installation Programs and/or instructions for the Programs, if
               applicable;

          c)   one copy of the Programs with Maintenance Modifications, if any,
               released by IBM during the term of the Transaction Document;

          d)   as applicable, one original copy of each Program License
               Agreement and the IBM Technical Support Document and
               Administrative Guide;

          e)   Related Licensed Materials and, if applicable, specific
               instructions for its customization; and

          f)   service training as specified in the Transaction Document of your
               personnel at a location to be determined by us. IBM is not
               responsible for your cost of said training or any associated
               expenses.

5        YOUR RESPONSIBILITIES

5.1      You will:

          a)   ensure that all Value-Add Components listed in the Transaction
               Document work with the Programs before you ship your Offerings;

          b)   ensure that trademarks, copyrights and other notices included in
               Embedded Programs continue to appear on the Program's first
               screen when the Customer runs the Program in the Offering;

          c)   retain all references to IBM and other notices in Programs;

          d)   include Programs with the Value-Add Components in the Offering;

          e)   provide the Program code in the form provided by IBM (i.e., in
               object code) only as part of your Offering;

          f)   obtain Customer agreement to the License Agreement;

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          g)   distribute a copy of the License Agreement, Related Licensed
               Materials and marketing materials identified in the Transaction
               Documents with your Offering;

          h)   not internally use Programs other than a reasonable quantity (in
               no event more than 20 copies) necessary for you to perform your
               responsibilities under this Agreement;

          i)   ensure that your employees comply with this Agreement and the
               License Agreement for Programs they are authorized to use
               internally; and

          j)   incorporate Maintenance Modifications on all Embedded Programs in
               a commercially reasonable time period after receipt by you from
               IBM but in no event later than 90 days after such receipt.

          You will not:

          a)   reverse assemble, reverse compile or translate the Program code
               except as permitted by law without the possibility of contractual
               waiver;

          b)   rent, lease, assign or otherwise transfer the Programs, or any
               copy of them; or

          c)   modify, translate, patch, alter or otherwise change the Programs.

5.2      Your Distributor agreements for Offerings will be consistent with your
         obligations under the Agreement. You will ensure that your Distributors
         conduct their business in a way that does not conflict with these
         obligations. You will contractually require your Distributors to the
         following:

          a)   Programs will not be sold unbundled from Value-Add Components;

          b)   If the programs are sold unbundled, the Distributor is liable to
               you for the full retail price as established by IBM plus the cost
               of collection;

          c)   the Distributor must maintain proof of bundled sale for 3 years;

          d)   Program licensors will have the right to audit or access your
               records to demonstrate compliance for 3 years from the date of
               execution of a Transaction Document;

          e)   sales may be suspended and products recalled by you if the
               Distributor is in breach (in addition to other legal remedies);

          f)   the Distributor's rights and licenses are limited to the
               Territory;

          g)   the Distributor will not reverse assemble, reverse compile or
               translate the Program code except as permitted by law without the
               possibility of contractual waiver; and

          h)   if the Distributor sells to another distributor, it must bind
               that distributor to the terms of this paragraph.

5.3      For all Package Programs licensed under the terms of the License
         Agreement provided by IBM, you will accept returned Programs with the
         Value-Add Components from your Customers and refund the amount paid for
         (i) defective Package Programs returned to you under the terms of its
         warranty; (ii) Package Programs returned when the Customer does not
         accept the terms of the License Agreement. You are responsible for
         ensuring that your Distributors provide Customer refunds accordingly.
         For each return (or disposal at IBM's request), IBM will give you a
         credit for the amount you paid for the Package Program.

5.4      In the event IBM determines that a Distributor has breached the terms
         of its Distributor agreement, IBM may require you to, and you will,
         suspend further sales to and recall Programs from the offending
         Distributor at your expense.

5.5      You will promptly suspend distribution of Programs, and you will notify
         your Distributor to promptly suspend Program sales to countries IBM or
         its licensors identify from time to time as not having sufficient
         copyright protection.

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5.6      You will educate and instruct, both formally and informally, your sales
         force and Distributors on relevant terms of this Agreement, including
         the requirement that Programs may only be licensed when bundled with
         Offerings.

5.7      You will market Offerings in a manner which does not enable the
         Distributor or Customer to determine a separate cost or price for the
         Programs alone.

5.8      On request, you will provide IBM with reasonable access to Offerings
         for IBM's review to determine compliance with the Agreement.

6        ORDERS AND PAYMENT

6.1      You will order Packaged Programs by issuing a written purchase order
         which identifies internal use quantities and includes the information
         specified in the Transaction Document. You will place purchase orders
         for Package Programs before you include them in Offerings. You will pay
         IBM, as Subsidiary or its or their designee for Package Programs within
         thirty (30) days after receiving an invoice.

6.2      For Embedded Programs or Manufactured Programs, you shall provide to
         IBM, within fifteen (15) days after the conclusion of each month, a
         monthly accounting, and payment based on such accounting, of all
         payments accruing to IBM for all copies of Products distributed
         externally or installed internally during such month by you or your
         Distributors. You shall send a copy of such accounting to OEM
         Administration, and with payments to:

         International Business Machines Corporation
         Branch Office JWQ
         Internal Zip 261
         150 Kettletown Road
         Southbury, CT  06488
         Attention:  OEM Administration

         Each such accounting shall include a statement summarizing for the
         preceding month and for each country in the Territory, the following:
         (i) the number of copies of the Programs distributed externally or
         installed internally; (ii) total revenue for such Programs so placed;
         and (iii) an explanation of how the payment was calculated.

6.3      Except as provided in Section 10.2, the price you pay for Programs is
         specified in the Transaction Document. All payment will be made in U.S.
         dollars. If you do not pay in the time period specified by the
         Agreement, in addition to other remedies available to IBM, you will be
         invoiced for, and you will pay, interest on late payments at a rate of
         the lower of 2% per month or the highest interest rate allowed by law.
         If you have not ordered Package Programs or paid for Embedded Programs
         or Manufactured Programs for the total committed volume of Programs
         specified in the Transaction Document by forty-five (45) days prior to
         the end of each term IBM may invoice you for the remaining balance. If
         you make timely payments on the invoice, your license rights will
         continue as provided in this Agreement. You will pay IBM, its
         Subsidiary or its or their designee within thirty (30) days after
         receiving this invoice.

6.4      You will pay amounts equal to any applicable taxes resulting form any
         transaction under the Agreement unless you can show that you are
         exempt. This does not include taxes based on IBM's net income. You are
         responsible for personal property taxes for each Package Program from
         the date IBM delivers it to the carrier. You will pay any import or
         export duties or tariffs resulting form the shipment, import or export
         of any Offerings.

         If you are exempt, you will provide IBM with valid reseller-exemption
         documentation (or equivalent) for each applicable taxing jurisdiction
         to which IBM ships Programs before placing any purchase orders.
         Otherwise, IBM may charge you all applicable taxes and duties. You will
         promptly provide IBM notice if this documentation is revoked or
         modified. You are liable for any claims or assessments that result from
         any taxing jurisdiction refusing to recognize your exemption. You are
         responsible for any applicable taxes and duties on Programs you use
         internally.

         In the event income taxes are required to be withheld by any non-U.S.
         government from any payments required under the Agreement, you may
         deduct such taxes from the amount owed IBM and pay them to the
         appropriate tax

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          authority. You will promptly deliver to IBM an official receipt for
          any such taxes withheld or other documents necessary to enable IBM to
          claim a USA Foreign Tax Credit. You will make certain that any taxes
          withheld are minimized to the extent permitted by the applicable law.

6.5      IBM may withdraw Programs either on a temporary or permanent basis. If
         the withdrawal is based on an infringement claim or a significant
         Program defect, you will suspend further distribution of Programs. For
         other withdrawals, you and your Distributors will only distribute
         copies that IBM has previously authorized before the date of
         withdrawal. IBM will use commercially reasonable efforts to provide you
         notice at least 60 days before a permanent withdrawal and provide you
         with as much notice as possible for temporary withdrawals.

6.6      IBM may require you to establish an irrevocable letter of credit in
         favor of IBM or to prepay for Programs if you do not comply with your
         payment obligations.

7        INTELLECTUAL PROPERTY AND GRANTS

7.1      IBM provides Programs with limited and restricted rights for U.S.
         Government users.

7.2      Each party keeps title to its copyrights, patents and any other
         intellectual property rights in the materials in your Offerings. IBM
         does not transfer title to the copyright in Programs to you.

7.3      IBM will notify you in written guidelines of the IBM, IBM Subsidiary
         and its and their licensor trademarks or service marks (Trademarks)
         which you are authorized to use. You may not modify the Trademarks in
         any way.

7.4      You may use Trademarks only:

          a)   in conjunction with the authorized sale of all Offerings; and

          b)   as determined in the written guidelines provided to you.

          The royalty normally associated with the non-exclusive use of the
          Trademarks will be waived provided they are used only in conjunction
          with the sale of Offerings.

          You agree to promptly modify any advertising or promotional materials
          that do not comply with the guidelines. If you receive any complaints
          about your use of a Trademark, you agree to promptly notify us. When
          the Agreement ends, you agree to promptly stop using applicable
          Trademarks. If you do not, you agree to pay any expenses and fees we
          incur in getting you to stop.

          Trademarks and any goodwill recurring from them, belong to their
          respective owners.

7.5      For Embedded Programs, IBM grants you (and not your Distributors) a
         nontransferable, nonexclusive copyright license to install each
         Embedded Program onto the specified Hardware Value-Add Component. IBM
         grants you (and not your Distributors) a nontransferable, nonexclusive
         copyright license to copy Related Licensed Materials associated with
         the Embedded Program for inclusion in your Offerings. These licenses
         extend to Embedded Programs which include Maintenance Modifications, if
         any.

7.6      For Manufactured Programs, IBM grants you (and not your Distributors) a
         nontransferable, nonexclusive copyright license to copy each
         Manufactured Program for inclusion in your Offering. IBM grants you
         (and not your Distributors) a nontransferable, nonexclusive copyright
         license to copy Related Licensed Materials associated with the
         Manufacturer Programs for inclusion in your Offerings. These licenses
         extend to Manufactured Programs, which include Maintenance
         Modifications, if any.

7.7      IBM grants you a nontransferable, nonexclusive copyright license for
         you to distribute copies of the Programs with the Value-Add to
         Customers only as part of Offerings directly or through your
         Distributors and as specified in this Agreement. This license extends
         to Programs which include Maintenance Modifications, if any.

7.8      Except, as expressly provided in this Agreement or a separate
         agreement, IBM does not grant you, your Distributors or Customers

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          any rights or licenses under IBM's patents, copyrights, trademarks or
          other intellectual property rights, or to prepare derivative works of
          the Program.

7.9      Your rights and licenses to the Programs are limited to the Territory.

8        WARRANTY

8.1      All warranties that each party provides under the Agreement are solely
         for the other party's benefit. You may not transfer or assign any of
         these warranties.

8.2      Each party warrants to the other that:

          a)   It has the necessary expertise, capabilities and resources to
               perform all its obligations under the Agreement; and

          b)   It is not under and will not assume any contractual obligation
               that conflicts with its obligations of the rights granted in the
               Agreement.

8.3      Except for Programs, you warrant that you have the rights and licenses
         needed to develop Offerings and transfer them to your Distributors and
         Customers.

8.4      The only warranties and indemnities provided for Programs are those
         granted to Customers in the License Agreement.

8.5      IBM DOES NOT WARRANT TO YOU THAT THE PROGRAMS OR YOUR OFFERINGS WILL
         MEET THE REQUIREMENTS OF YOU, YOUR DISTRIBUTORS OR CUSTOMERS, OR THAT
         THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS
         EXPRESSLY PROVIDED IN THE AGREEMENT, IBM PROVIDES THE PROGRAMS TO YOU
         "AS IS" WITHOUT WARRANTY. IBM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
         OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT,
         MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

8.6      You will not make any representations or warranties about IBM or the
         Programs other than those authorized by IBM.

9        INDEMNIFICATION

9.1      If a third party claims that Programs as furnished by IBM infringes a
         patent or copyright in a Territory, IBM will indemnify you against that
         claim at IBM's expense.

9.2      If an infringement claim appears likely or is made about a Program in
         your possession, you will let IBM:

          a)   modify or replace it ; or

          b)   obtain the necessary rights for you to continue to market and use
               the Program.

          If IBM concludes that none of these alternatives is reasonably
          available, you will return or destroy the Programs on IBM's written
          request. IBM will reimburse you for the price you paid IBM for
          Programs in your possession. This is IBM's entire obligation to you
          for these claims.

9.3      If a third party makes a claim against IBM based on your
         representations not authorized by IBM, your Offerings or warranties,
         you will indemnify IBM against that claim at your expense.

9.4      The indemnifying party will pay any settlement amounts it authorizes
         and all costs, damages and attorneys' fees that a court finally awards
         if the other party:

          a)   promptly provides the indemnifying party with written notice of
               the claim; and

          b)   allows the indemnifying party to control and cooperates with it
               in the defense of the claim and settlement negotiations.

          The other party may participate in the proceedings at its option and
          expense.

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10       LIMITATION OF LIABILITY

10.1     Circumstances may arise where, because of a breach or other liability,
         one party may recover damages from the other. Regardless of the type of
         claim, the following terms apply.

10.2     Each party is only responsible for:

          a)   payments referred to in INDEMNIFICATION; and

          b)   the amount of any other actual loss or damage, up to the greater
               of $100,000 or the charges for the programs that are the subject
               at the claim. This limitation does not apply in payments due
               under the Agreement.

         Notwithstanding any terms to the contrary in the Agreement, in the
         event You or your Distributors fail to comply with the packaging and
         retailing obligations required by the Agreement, you are also liable to
         IBM (in addition to other remedies available to IBM) for the full
         retail price as established by IBM plus the cost of collection for all
         Programs you cannot prove were licensed in an authorized bundled
         Offering.

10.3     IBM is also responsible for bodily injury (including death) and damage
         to real property or tangible personal property caused by the Programs
         as provided by IBM. You are also responsible for bodily injury
         (including death) and damage to real property or tangible personal
         property caused by your Offerings. IBM is not responsible for damages
         arising from or related to the use of the Programs outside of the
         Territory.

10.4     Neither party is liable to the other for economic consequential damages
         (including lost profits or savings) or incidental damages, even if
         informed that they may occur. Under no circumstances will IBM indemnify
         you or be liable for any of the following:

          a)   third party claims against you for losses or damages other than
               these described in INDEMNIFICATION;

          b)   loss of, or damage to, any records or data;

          c)   testing, safety or performance of your Offerings;

          d)   the use of a Program in other than its specified operating
               environment;

          e)   the combination, operation or use of Program with any other
               program, product, data or apparatus;

          f)   infringement by a non-IBM branded Program alone; or

          g)   the use of Programs for medical applications or with nuclear
               materials or other hazardous activities.

          Terms in INDEMNIFICATION and LIMITATION OF LIABILITY are subject to
          this subpart.

11       TERM AND TERMINATION

11.1     Each Transaction Document will specify the term of a particular
         transaction.

11.2     Either party may terminate this Base Agreement or a Transaction
         Document:

          a)   on sixty (60) days' written notice without cause;

          b)   on thirty (30) days' written notice for breach, provided that
               such termination shall not be effective if the breach is cured
               within the notice period; or

          c)   on written notice if the other party;

               1)   becomes insolvent or is the subject of any legal insolvency
                    proceedings;

               2)   transfers 50% or more of its assets to another organization;
                    or

               3)   acts or fails to act in a way that is so serious as to
                    warrant immediate termination, including but not limited to,
                    unauthorized sale of Programs, sales of Programs other than
                    when bundled with Value-Add

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                    Components, or violation of intellectual property rights.

11.3     Unless IBM has terminated the Agreement for breach, when your rights
         and licenses terminate or expire, you and your Distributors may:

          a)   fill applicable orders received before the termination or
               expiration;

          b)   fill new orders for up to three months to distribute existing
               inventory; and

          c)   keep one archival copy of the applicable Program and Related
               Licensed Material. You must destroy all other copies.

11.4     Termination or expiration of the Agreement or any Transaction Document
         does not affect previously granted paid-up licenses to Customers or any
         rights or licenses granted to you under any other Agreements. Any terms
         of the Agreement that, by their nature, extend beyond termination or
         expiration (for example, Orders and Payment, Intellectual Property,
         Indemnification, Limitation of Liability and Term and Termination) will
         survive. These forms will apply to either party's successors and
         assigns.

12       ADVERTISING AND MARKETING

12.1     Neither party will issue press releases or other publicity regarding
         the Agreement or our relationship under it without the prior written
         approval of the other party.

12.2     A Transaction Document will state if a Marketing Review Board (MRB)
         applies. In the event a MRB applies, you will comply with the
         obligations specified in the Transaction Document. MRB is an IBM
         established marketing review board, comprised of representatives of IBM
         and its licensors, which determines product packaging and promotional
         material requirements for Programs.

13       GENERAL

13.1     Each party will comply with all applicable laws and regulations at its
         expense. This includes all export and import laws and regulations. You
         will not provide Programs, Offerings or technical data to countries or
         individuals if prohibited by law or regulation.

13.2     If any provision of the Agreement is unenforceable at law, the rest of
         the provisions remain in effect. The headings in the Agreement are for
         reference only. They will not affect the meaning or interpretation of
         the Agreement.

13.3     Neither party will bring a legal action against the other more than two
         years after the cause of action arose. This does not apply to actions
         brought to enforce intellectual property rights or obligations under
         INDEMNIFICATION and LIMITATION OF LIABILITY. Both parties will act n
         good faith to resolve disputes. Each party waives its rights to a jury
         trial in any resulting litigation. Litigation will only be commenced in
         the State of New York.

13.4     Except as specifically provided in the Agreement, for a change to the
         Agreement to be valid, both parties must sign it. No approval, consent
         or waiver will be enforceable unless signed by the granting party.
         Failure to insist on strict performance or to exercise a right when
         entitled does not prevent party from doing so later for that breach or
         a future one.

13.5     The substantive laws of the State of New York govern the Agreement. The
         United Nations' Convention on International Sales of Goods does not
         apply.

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IBM OEM SOFTWARE AGREEMENT:  4900S10090

TRANSACTION DOCUMENT NUMBER 01

Thank you for doing business with IBM. This is a Transaction Document under the
IBM OEM Software Agreement No. 4900S10090 ("Agreement"). This Transaction
Document becomes effective when signed by both parties.

By signing below for our companies, each of us agrees to the terms of this
Transaction Document. Once signed, 1) both parties agree any reproduction of the
Agreement made by reliable means (for example, photocopy or facsimile) is an
original unless prohibited by local law and 2) all Programs are subject to it.

Agreed to:                                                       Agreed to:
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International Business Machines Corporation                      Vastera, Inc.

<S>                                                             <C>
By:       /s/ Ron K. Owen                                        By:     /s/ Phil Balsamo
          -------------------------------------------------              ---------------------------------------------

Name:         Dominic Cavalucci                                  Name:      Phil Balsamo
              ---------------------------------------------                 ------------------------------------------

Title:       Contract Administrator                              Title:    Chief Financial Officer
             ----------------------------------------------                -------------------------------------------


Date:        3/31/2000                                           Date:     3/30/2000
             ----------------------------------------------                -------------------------------------------


IBM Address:                                                     Vastera, Inc.

11400 Burnet Road                                                45025 Aviation Drive, Suite 200
Austin, Texas  78758                                             Dulles, VA  20166
Attn:        OEM Software Contracts
             Internal Zip 4106
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IBM OEM SOFTWARE AGREEMENT

TRANSACTION DOCUMENT NUMBER 01

1.       PROGRAMS(S)/PRICES: You will pay IBM the applicable amount identified
         below for the following Programs(s) that you distribute. For the
         purposes of this Agreement, these are Restricted Programs.
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          ------------------- --------------------------------------------------------- -----------------
          <S>                 <C>                                                       <C>
             PART NUMBER                            DESCRIPTION                         OEM PRICE
                                                                                        ($US)

          ------------------- --------------------------------------------------------- -----------------
               11K5440        WebSphere Advanced Edition                                    $2,826/
                                                                                           Processor
          ------------------- --------------------------------------------------------- -----------------
               11K8443        WebSphere Performance Pack                                     $2,800
          ------------------- --------------------------------------------------------- -----------------
               41L1877        MQSI                                                          $19,250/
                                                                                         Capacity Unit
          ------------------- --------------------------------------------------------- -----------------
               11K7574        SecureWay LDAP Directory                                       $273/
                                                                                             Server
          ------------------- --------------------------------------------------------- -----------------
               04L2948        MQSeries V5 CU "OEM 1 Pack" HP-UX, NT, Solaris,             $525/Capacity
                              AIX OS/2                                                        Unit
          ------------------- --------------------------------------------------------- -----------------
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         Vastera, Inc. may ship up to 18 copies of MQSI over the term of this
         agreement, Programs above include features and components as listed in
         the product announcement letters provided to Vastera.

2.       OFFERINGS:

          --------------------------------- -----------------------------------
                         VENDOR                       PRODUCT DESCRIPTION
          --------------------------------- -----------------------------------
                       Vastera, Inc.                 Vastera Applications
          --------------------------------- -----------------------------------

3.       RESTATED LICENSED MATERIALS WHICH MUST BE INCLUDED IN OFFERINGS:

         a)    Related Licensed Materials are included in Package Programs.

         b)    Related Licensed Materials will be included in your Offering in
               the appropriate languages and with the appropriate terms for the
               geography's in which it will be distributed.

4.       Territory is worldwide with the exception of any country specified as a
         prohibited destination in applicable federal, state and local laws,
         regulations and ordinances, including the Regulations of the U.S.
         Department of Commerce and/or the U.S. State Department, without first
         obtaining any requisite U.S. government approval. For your information,
         current prohibited countries include Afghanistan, Cuba, Iran, Iraq,
         Libya, North Korea, Serbia, Sudan and Syria (for encrypted products).
         In addition, the following countries are excluded from the Territory:
         Abu Dhabi, Algeria, Bahrain, Belize, Costa Rica, Dominican Republic,
         Dubai, El Salvador, Guatemala, Haiti, Honduras, India, Indonesia,
         Kuwait, Malaysia, Nicaragua, Oman, Panama, Qatar, Saudi Arabia, and
         Tunisia.

5.       TERM: The term of this Transaction Document will be six (6) years from
         the date the last party executes it and will be automatically renewable
         for an additional one (1) year term unless notice of termination is
         provided at least thirty (30) days prior to such renewal date. However,
         in the event you do not make the payment specified for the Programs,
         such renewal is contingent upon your and IBM agreement to revised terms
         for the Programs.

6.       TECHNICAL SUPPORT: You or your Distributors will provide Level 1
         Service and Level 2 Service to Customers. You will include with your
         Offerings a conspicuous description of Level 1 and Level 2 Service and
         the method and means the Customer shall use to contact your Level 1 and
         Level 2 Service. IBM will

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         provide Level 3 Service to you during the time that such service is
         available to all other IBM customers of the IBM Product.

7.       COORDINATORS: The following contact coordinators are authorized to
         receive notices under this Transaction Document and the Base Agreement:

         Contract Coordinators:

FOR IBM:                                            FOR YOU:
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<S>                 <C>                             <C>            <C>
     Name:          Dominic Cavalucci          Name:         Phil Balsamo
     Company:       IBM                        Company:      Vastera, Inc.
     Address:       11400 Burnet Road          Address:      45025 Aviation Drive
                    Austin, TX 78758                         Suite 200
                                                             Dulles, VA 20166
     Telephone:     512-823-8664               Telephone:    703-661-9006
     Fax:           512-823-8712               Fax:          703-742-4580

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8.       PAYMENTS:

          a)    Upon signature of this agreement, IBM will bill you as follows:

         Initial purchase will be $350,000 for Programs as specified below
         distributed with your Offerings. The payment is due on March 28, 2000.
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<S>                                                                                  <C>
                                           PRODUCT                                     AMOUNT

                   WebSphere Advanced Edition or Performance Pack                    $162,250
                   SecuredWay LDAP Directory                                         $120,750
                   MQSI                                                              $ 77,000

                                                                            Total    $350,000

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         b)     For calendar years 2001 thru 2005 you will pay IBM 5% of booked
                product revenue shipped with IBM content, per year, due 30 days
                after the end of each calendar quarter. Booked product revenue
                will not include consulting revenue. If outsourcing revenue
                includes IBM content obtained under this agreement, then the 5%
                payment shall apply to product related outsourcing revenue.

9.       Your payments should be submitted to the following address:

                         IBM Branch Office JWQ
                         Accounts Receivable - Internal Zip 291
                         150 Kettletown Road
                         Southbury, CT

10.      RECONCILIATION:

         At the end of each calendar year, you will report the number of Program
         licenses shipped by specific product.

11.      MISCELLANEOUS TERMS/CONDITIONS:

         a)     Price includes license only and level 3 support only.

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         b)     No product returns are allowed.

         c)     The license granted to you is a "Restricted License" for the
                products listed above which means they can only be used in
                conjunction with your product as listed in Section 2 above.

         d)     Upgrade Protection is included for all Programs.

         e)     Vastera will be included in the WebSphere MP-UX beta program and
                provided standard technical support associated with the beta
                program. On-site support may be provided as mutually agreed.

         f)     The Secureway LDAP Directory includes a restricted use D82
                license for use only with the LDAP Directory. There is not
                support planned for Oracle or SQL Server by the LDAP Directory.

         g)     Vastera may use up to twelve licenses of each product listed in
                item #1 above for development and testing purposes only, on any
                supported platform, at no additional cost.

         h)     The quantity of MQSeries Capacity Units which must be purchased
                for each system is as follows: For Intel, OEM must purchase (2)
                capacity units for each Intel license. For Unix, OEM must
                purchase four (4) capacity units for each Unix license. For
                Digital, OEM must purchase (4) capactiy units for each Digital
                license. For AS/400, OEM must purchase (2) capacity units for
                each AS/400.


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IBM/OEM SOFTWARE AGREEMENT

BASE AGREEMENT:  4900S10090

Thank you for doing business with IBM. The IBM OEM Software Agreement
("Agreement") describes the items that IBM provides to you to include in your
Offerings. The Agreement is our complete agreement and replaces all prior oral
or written communications between us regarding the transactions in the
Transaction Documents.

By signing below for our companies, each of us agrees to the terms of this Base
Agreement. When signed, each Transaction Document and the Case Agreement form a
separate agreement between the parties. Once signed, 1) both parties agree any
reproduction of the Agreement made by reliable means (for example, photocopy or
facsimile) is an original unless prohibited by local law and 2) all Programs are
subject to it.

Agreed to:                                                       Agreed to:
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<CAPTION>

<S>                                                             <C>
International Business Machines Corporation                      Vastera, Inc.

By:       /s/ Ron K. Owen                                        By:     /s/ Phil Balsamo
          -------------------------------------------------              ---------------------------------------------

Name:         Dominic Cavalucci                                  Name:      Philip J. Balsamo
              ---------------------------------------------                 ------------------------------------------

Title:       Contract Administrator                              Title:    CFO
             ----------------------------------------------                -------------------------------------------

Date:        3/31/2000                                           Date:     3/30/2000
             ----------------------------------------------                -------------------------------------------


IBM Address:                                                     Vastera Address

11400 Burnet Road                                                45025 Aviation Drive, Suite 200
Austin, Texas  78758                                             Dulles, VA  20166-7554
Attn:        OEM Software Contracts
             Internal Zip 4106
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