**Exhibit10.1**

** **

**AMENDMENTNo. 13 TO**

**GLOBALTRADE SERVICES AGREEMENT BY AND BETWEEN**

**FORDMOTOR COMPANY AND VASTERA SOLUTION SERVICES CORPORATION**

** **

THIS AMENDMENT No. 13 (the “***Amendment No. 13***”) to that certain GlobalTrade Services Agreement (the “***Services Agreement***”) by and between Ford Motor Company(“***Ford****”*)and Vastera Solution Services Corporation (“***Vastera***” or the “***Company***”) is made this 22nd day of July,2002.

 

**W I T NE S S E T H**

 

WHEREAS, the Company and Ford previously executed theServices Agreement on July 14, 2000;

 

WHEREAS, the Company and Ford have previously amendedthe Services Agreement by way of several prior amendments thereto; and

 

WHEREAS, Ford and Vastera now desire to amend ScheduleG Charges/Pricing of the Services Agreement to provide that Ford’s shall payVastera fixed annual services fees for the remaining term of the ServicesAgreement and subject to certain material changes in Ford’s level of businessor in efficiencies generated by Vastera.

 

NOW, THEREFORE, in consideration of the foregoingpremises and the mutual promises, terms and conditions contained herein, andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto, intending to be legally bound,agree as follows:

 

1.             Effective Dateand Time.

 

Except as may otherwise be noted herein for the otherretroactive performance of certain services by Vastera on Ford’s behalf, thisAmendment No. 13 shall be retroactive to and effective and operable as of the1st day of July, 2002 (the “***Amendment Effective Date***”).

 

2.             Managed ServicesRates of Charge.

 

Schedule G.Section 1 to the Services Agreement shall be deleted in its entirety andreplaced by the following Section 1:

 

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“**1.           Managed Service Fees**

 

The Managed Service Fees payable by Ford to Vasterashall be as follows:

 
| **Time  Period**                            |   | **Applicable  Time Period Managed  Service Fee** |       | **Monthly  Payment Amount** |   |
|---------------------------------------------|--------|--------------------------------------------------|------------|-----------------------------|--------|
| July 1, 2002 -  December 31, 2002           |   | $                                                | 4,891,976  |                        | $      | 815,329.33 |   |
| January 1, 2003  - December 31, 2003        |   | $                                                | 11,800,000 |                        | $      | 983,333.33 |   |
| All remaining  years of the Term thereafter |   | $                                                | 11,800,000 |                        | $      | 983,333.33 |   |

 

The parties agree that if there is a material changein Ford’s business levels and such changed business levels result in a changeto Vastera’s costs of performing the Services hereunder, the parties shall meetto mutually agree upon an equitable level of change to the Managed Service Feeson a going forward basis.  Vastera alsoagrees to identify material changes in operating efficiencies separate frombusiness levels and, to the extent such operating efficiencies result in amaterial reduction of Vastera’s cost of performing the services hereunder,  the parties agree to negotiate an equitablechange to the Managed Service Fees.”

 

 

Schedule G. Section 2 to theServices Agreement shall be deleted in its entirety and replaced by thefollowing Section 2:

 

**“2.          Project-basedGainsharing Fees**

 

The parties agree thatfrom time to time they shall meet and confer regarding cost saving measuresthat may be adopted by Ford and the corresponding project to be undertaken byVastera to implement such cost-savings measures.  Ford and Vastera agree that Vastera shall be entitled to receivea gainsharing fee equal in amount to 35% of any net cost savings to Ford fromsuch project in the first twelve months the cost-saving measures are ineffect.  Any gainsharing is dependent onestablishing a cost reduction from a baseline and implementing the cost savingsmeasures.  In the event the cost-savingmeasure is not implemented by Ford within twelve months of completion of theproject, Vastera shall not be entitled to gainsharing should Ford laterundertake similar cost-saving measures. Reductions to the Managed Service Feesset forth above shall not be subject to this gainsharing provision.”

 

3.             Preservation ofall other terms and conditions of Services Agreement. 

 

Except as set forth in this Amendment No. 13 and aspreviously set forth in all prior Amendments to the Services Agreement, allother terms and conditions of the Services Agreement shall remain unaltered andin full force and effect.  Should therearise any conflict, 

 

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discrepancy or ambiguity between the terms and conditions contained inthe Services Agreement and the terms and conditions of this Amendment No. 13,the terms and conditions contained in this Amendment No. 13 shall govern andprevail.

 

4.             Choice of Law.

 

The terms and conditions set forth in this AmendmentNo. 13 as with the terms and conditions of the Services Agreement and allSchedules made a part thereof shall be governed by, and construed and enforcedin accordance with, the laws of the State of Michigan, other than conflict oflaws principles thereof directing the application of any law other than that ofMichigan.

 

5.             Counterparts.

 

This Amendment No. 13 may be executed in twocounterparts, each of which will be an original, and both of which, when takentogether, shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executedthis Amendment No. 13 to the Global Trade Services Agreement as of the datefirst written above.

 
| **FORD  MOTOR COMPANY** | **VASTERA  SOLUTION SERVICES CORPORATION** |
|-------------------------|--------------------------------------------|
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