<PAGE>



                                                                    Exhibit 4.5


                             SHAREHOLDERS AGREEMENT

                                  BY AND AMONG

                                 SOFTBANK CORP.

                            SOFTBANK E-COMMERCE CORP.

                                   ARIBA, INC.

                                       AND

                                NIHON ARIBA K.K.

                                OCTOBER 19, 2000

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.



<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                        Page No.
<S>                                                                     <C>

1.  Definitions................................................................1

2.  The Company................................................................5

3.  Operation of the Company...................................................5

4.  Board......................................................................5

5.  Representative Director; Key Officers......................................6

6.  Statutory Auditors.........................................................7

7.  Shareholders' Meetings.....................................................7

8.  Financial Statements and Accounting Records................................7

9.  Right Of Inspection........................................................7

10. Softbank Rights............................................................7

11. Company Interests..........................................................8

12. Annual Business Plan.......................................................8

13. Transfer Restrictions......................................................8

14. Market Stand-Off" Agreement...............................................10

15. Exclusivity...............................................................10

16. Co-Sale Rights............................................................11

17. Additional Capital........................................................12

18. Right of First Offer......................................................12

19. IPO Commitment............................................................14

20. Certain Breaches..........................................................14

21. Modification of Transaction Agreements....................................14

22. Representations and Warranties of SOFTBANK and SOFTBANK Parent............15

23. Representations and Warranties of Ariba...................................17
</TABLE>

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.



                                       i
<PAGE>

<TABLE>
<S>                                                                     <C>
24.  Term and Termination.....................................................18
           24.1  Term.........................................................18
           24.2  Termination..................................................18
           24.3  Continuing Liability.........................................19

25.  Incidental and Consequential Damages.....................................19

26.  Miscellaneous............................................................19
           26.1  Governing Law; Dispute Resolution............................19
           26.2  Notices and Other Communications.............................20
           26.3  Language.....................................................21
           26.4  Severability.................................................21
           26.5  References; Subject Headings.................................22
           26.6  Further Assurances...........................................22
           26.7  Expenses.....................................................22
           26.8  No Waiver....................................................22
           26.9  Entire Agreement; Amendments.................................22
           26.10 Assignment...................................................22
           26.11 No Agency....................................................23
           26.12 No Beneficiaries.............................................23
           26.13 Counterparts.................................................23
</TABLE>

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.



                                       ii
<PAGE>

         This Shareholders Agreement (this "AGREEMENT") is made as of October
19, 2000, by and among Nihon Ariba K.K., a Japanese corporation (the
"COMPANY"), Ariba, Inc., a Delaware corporation ("ARIBA"), SOFTBANK Corp., a
Japanese corporation ("SOFTBANK PARENT"), and SOFTBANK E-Commerce Corp., a
Japanese corporation and direct wholly owned subsidiary of SOFTBANK Parent
("SOFTBANK"). The Company, Ariba, SOFTBANK Parent and SOFTBANK are hereunder
also referred to collectively as the "PARTIES" and individually as a "PARTY".

                                    RECITALS

         A.       Ariba is a leading provider of electronic commerce products
and services.

         B.       Ariba has formed the Company to provide electronic commerce
products and services generally provided by Ariba to Persons whose primary
place of business is located in Japan.

         C.       SOFTBANK Parent and SOFTBANK are leading providers of
information and distribution services in Japan and worldwide as
infrastructure for the digital information industry.

         D.       SOFTBANK Parent and SOFTBANK wish to invest in and form a
strategic relationship with the Company.

         NOW THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties hereby agree as follows:

                                    AGREEMENT

         1.       DEFINITIONS.

                  1.1      "[*]" shall mean a Person, of which securities
representing at least [*] of the ordinary voting power is or, in the case of
a partnership, at least [*] of the general partnership interests are,
directly or indirectly owned, controlled or held by the Party on such date.

                  1.2      "[*]" shall mean a Person that directly or
indirectly owns, controls, or holds securities representing at least [*] of
the ordinary voting power or, in the case of a partnership, at least [*] of
the general partnership interests of the Party on such date.

                  1.3      "AFFILIATE" of a Person means any Person that is
controlled by, controls, or is under common control with the first Person, in
each case for so long as such control continues; PROVIDED, HOWEVER, that
Affiliates of any Person shall include Persons in which the first Person
owns, directly or indirectly, shares representing at least [*] of the voting
power represented by such Affiliates' outstanding shares, regardless of
whether such control actually exists. For purposes of this definition,
"CONTROL" shall mean the possession, directly or indirectly, of power to
direct or cause the direction of management or policies of a


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

<PAGE>

Person (whether through ownership of securities or other ownership interests,
by contract or otherwise).

                  1.4      "ANNUAL BUSINESS PLAN" means the Company's annual
business plan, as approved by the Board each year for the Company's next
succeeding year including, among other things, (i) a budget for the upcoming
fiscal year for anticipated revenues and expenses of the Company, (ii) an
expenditure budget, (iii) a cash-flow forecast and (iv) the [*].

                  1.5      "ARIBA" is defined in the preambles of this
Agreement.

                  1.6      "ARIBA COMPANY INTEREST" means the Company
Interest of Ariba.

                  1.7      "ARIBA INVESTOR" means Ariba and each Person that
is an Affiliate of Ariba to whom Securities owned by Ariba at the close of
business on the Effective Date and subsequently acquired by Ariba pursuant to
Section 11 or 18 of this Agreement have been Transferred pursuant to this
Agreement.

                  1.8      "ARIBA NON-DISCLOSURE AGREEMENT" means the
Non-Disclosure Agreement by and between Ariba, SOFTBANK Parent and SOFTBANK
dated October 19, 2000.

                  1.9      "ARTICLES" means the articles of incorporation of
the Company in the form of attached EXHIBIT 2.1 to the Stock Purchase
Agreement, as the same may be amended from time to time in accordance with
this Agreement and the Commercial Code.

                  1.10     "BOARD" means the board of directors of the
Company.

                  1.11     "BUSINESS" generally means [*] and (iii) any
business ancillary thereto.

                  1.12     "BUSINESS DAY" means a day on which commercial
banks in the United States and Japan are generally open to conduct their
regular banking business.

                  1.13     "COMPANY" is defined in the preambles of this
Agreement.

                  1.14     "CHIEF EXECUTIVE OFFICER" means the Chief
Executive Officer of the Company.

                  1.15     "CO-SALE SHAREHOLDER" is defined in Section 16(a).

                  1.16     "COMMERCIAL CODE" means the Commercial Code of
Japan, as amended and in effect from time to time.

                  1.17     "COMMITTEE" is defined in Section 18(b).


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       2
<PAGE>

                  1.18     "COMMON STOCK" means common stock of the Company
as authorized by the Articles.

                  1.19     "COMPANY INTEREST" shall mean, for a Party, the
percentage interest represented by the number of Securities then held by such
Party (assuming that such Party has not Transferred any Securities) divided
by the number of then outstanding Fully Diluted Securities.

                  1.20     "[*]" is defined in Section 21(a).

                  1.21     "DIRECTOR" means a member of the Board.

                  1.22     "EFFECTIVE DATE" means the Closing Date (as
defined in the Stock Purchase Agreement).

                  1.23     "FULLY DILUTED SECURITIES" means the number of
Securities outstanding on a fully diluted basis after (i) giving effect to
the exchange, exercise and conversion of all outstanding exchangeable,
exercisable and convertible Securities and (ii) including all shares of
Common Stock reserved and available for the grant of options and or stock
purchase rights to employees, officers, directors and consultants of the
Company that are not subject to outstanding options.

                  1.24     "INVESTOR" means each [*] and each [*].

                  1.25     "IPO" is defined in Section 18(a).

                  1.26     "KEY OFFICERS" means those Company officers who
are in management positions reporting directly to the Chief Executive Officer.

                  1.27     "LICENSE AGREEMENT" means the License Agreement
entered into between Ariba and the Company in the form [*], as amended from
time to time.

                  1.28     "[*]" is defined in Section 15(a).

                  1.29     "LITIGATION COMMITTEE" is defined in Section 20.

                  1.30     "MEETING NOTICE" is defined in Section 4(c).

                  1.31     "MODIFICATION EVENT" means the occurrence of the
events specified in Section 21(c).

                  1.32     "NOTICE" is defined in Section 18(b).

                  1.33     "[*]" is defined in Section 16(a).

                  1.34     "OFFERED SECURITIES" is defined in Section 18(b).


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       3
<PAGE>

                  1.35     "PARTY" and "PARTIES" are defined in the preamble
of this Agreement.

                  1.36     "PERCENTAGE INTEREST" is defined in Section 15(b).

                  1.37     "PERFORMANCE CRITERIA" is defined in Section 21(d).

                  1.38     "PERSON" means a natural individual, partnership,
firm, corporation, or other entity or form of business association.

                  1.39     "RELATED PARTY TRANSACTION" is defined in Exhibit
4(d).

                  1.40     "REPRESENTATIVE DIRECTOR" means a representative
director of the Company with the powers and duties specified for a
representative director of a corporation in the Commercial Code or the
Articles.

                  1.41     "[*]" is defined in Section 7.1 of the Stock
Purchase Agreement.

                  1.42     "SCHEDULE" is defined in Section 15(a).

                  1.43     "SECURITIES" means all outstanding shares of
Common Stock and any other equity securities of the Company or instruments
exercisable or exchangeable for or convertible into Common Stock or other
equity securities of the Company.

                  1.44     "SOFTBANK" is defined in the preambles of this
Agreement.

                  1.45     "SOFTBANK COMPANY INTEREST" means the sum of the
Company Interests of SOFTBANK and SOFTBANK Parent.

                  1.46     "SOFTBANK INVESTOR" means SOFTBANK, SOFTBANK
Parent and each Person that is an Affiliate of SOFTBANK Parent to whom
Securities acquired by SOFTBANK and SOFTBANK Parent on the Effective Date
pursuant to the Stock Purchase Agreement and subsequently acquired by
SOFTBANK and SOFTBANK Parent pursuant to Section 11 or 18 of this Agreement
have been Transferred pursuant to this Agreement.

                  1.47     "SOFTBANK PARENT" is defined in the preambles of
this Agreement.

                  1.48     "SPECIAL EXCEPTIONS LAW" means the law pertaining
to special exceptions to the Commercial Code concerning auditors of companies
(Kabushiki Kaisha).

                  1.49     "STATUTORY AUDITOR" means a statutory auditor
(Kansa-yaku) of the Company with powers and duties as specified in the
Commercial Code.

                  1.50     "STOCK PURCHASE AGREEMENT" means the Stock
Purchase Agreement dated as of October 19, 2000 among the Company, Ariba,
SOFTBANK Parent and SOFTBANK.


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       4
<PAGE>

                  1.51     "SUBJECT AFFILIATE" is defined in Section 15(a).

                  1.52     "TERM" is defined in Section 24.1.

                  1.53     "TRANSACTION AGREEMENTS" is defined in the Stock
Purchase Agreement.

                  1.54     "TRANSFER" is defined in Section 13(a).

         2.       THE COMPANY. The Parties hereby acknowledge that the
purpose of the Company shall be to establish and develop the Business.

         3.       OPERATION OF THE COMPANY. Each Party agrees to take all
actions necessary to ensure that the Company shall be operated in accordance
with the terms of this Agreement and the other Transaction Agreements,
including, without limitation, to vote all Securities held by it (and to
cause all Securities held by any of its Affiliates and permitted transferees
under Section 13 to be voted) to effect the terms hereof.

         4.       BOARD.

                           (a)      BOARD OF DIRECTORS. The Company will be
managed by the Board in accordance with the terms of this Agreement and
applicable law. The Board shall consist of [*] Directors, [*] of whom shall
be nominated by [*] and [*] of whom shall be nominated by [*]. One of the
Directors nominated by [*] shall be the [*]. If the [*] at any time decreases
to less than [*], the Parties shall upon written notice from [*] cause the
Board constituency to be adjusted so that only [*] nominated by [*] within
thirty (30) days of such written notice. If the [*] at any time decreases to
less than [*], the Parties shall upon written notice from [*] cause the Board
constituency to be adjusted so that [*] nominated by [*], within thirty (30)
Business Days of such written notice, unless the [*] shall continue to hold
at least [*] of the Securities acquired by the [*] pursuant to the Stock
Purchase Agreement and pursuant to Sections 11 and 18 of this Agreement.

                           (b)      REMOVAL; REAPPOINTMENT OF DIRECTORS. Any
Director may be removed for cause in accordance with applicable law. In
addition, each Party having the right to appoint a Director pursuant to this
Section 4 shall also have the right, in its sole discretion, to remove such
Director at any time by a written notice to the Company and the other Party,
in which event the Party which nominated the Director in question shall cause
such Director to deliver a written resignation to the Company. In the case of
a vacancy in the office of a Director for any reason (including removal
pursuant to the preceding sentence), the vacancy shall be filled by the Party
that nominated or has the right to nominate the Director in question, subject
to obtaining the approval of a majority of the remaining Directors.

                           (c)      BOARD MEETINGS. Each Director shall have
the authority to convene Board meetings, including the authority to specify
the time and place of such meetings (with video conference or any other
legally permitted means of meeting under the Commercial Code to be permitted
at the request of any Director); PROVIDED, HOWEVER, that (i) the Board shall


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       5
<PAGE>

meet at least once during each calendar quarter and (ii) written notice of
each Board meeting (a "MEETING NOTICE") shall be given not less than ten (10)
Business Days in advance of the meeting date (which ten (10) Business Day
period may be shortened if each Director either (A) grants a written waiver
of notice of such meeting or (B) actually attends such meeting, without
objection). All Meeting Notices shall include a proposed agenda listing the
items to be discussed at such Board meeting. Board meetings shall be
conducted in the English language (with Japanese interpretation) and minutes
of such meetings shall be prepared by the Company in English and Japanese and
distributed to each Director promptly following a meeting. In the event of
conflict or controversy between versions, the English version of the minutes
shall control. Proposals or reports brought before any Board or shareholders'
meeting for information or action (including without limitation the Company's
annual and semi-annual financial statements) shall be prepared in English and
Japanese. In the event of conflict or controversy, the English version
thereof shall control. Any and all reasonable travel costs (including without
limitation business class air travel) and expenses incurred for purposes of
attendance by a Party's Directors at Board meetings held outside the country
where the Party's corporate headquarters is located shall be reimbursed by
the Company.

                           (d)      BOARD QUORUM, RESOLUTIONS. A quorum shall
be deemed to exist for purposes of Board actions so long as at least four (4)
Directors are present, including one (1) Director appointed by SOFTBANK and
one (1) Director appointed by Ariba. If no Director nominated by SOFTBANK or
no Director nominated by Ariba attends a duly noticed Board meeting, such
meeting shall be immediately adjourned and rescheduled, and written notice of
such rescheduled meeting shall be delivered to the Directors not less than
five (5) Business Days in advance of the rescheduled meeting. If the number
of Directors who attend such rescheduled meeting is not sufficient to
constitute a quorum under the first sentence of this Section 4(d), a quorum
shall be deemed to exist for purposes of the rescheduled meeting
notwithstanding such non-attending Directors' absence so long as there is a
sufficient number of directors present to constitute a valid quorum pursuant
to the Commercial Code. Any action, determination or resolution of the Board
shall require the affirmative vote of a majority of Directors present at a
meeting at which a valid quorum pursuant to this Section 4(d) is present.
Notwithstanding the foregoing, the matters set forth on [*] shall additionally
require the affirmative vote of at least [*] appointed by [*] or [*], provided
that at the time such vote is sought the [*] hold at least [*] of the
Securities acquired by the [*] pursuant to the Stock Purchase Agreement and
pursuant to Sections 11 and 18 of this Agreement.

         5.       REPRESENTATIVE DIRECTOR; KEY OFFICERS. [*] shall designate
[*] Representative Directors of the Company in accordance with the Commercial
Code, one of whom shall be the [*]. [*] shall have the right to approve the
[*] and the [*] in its sole discretion upon prior consultation with [*]. [*]
shall also have the right, exercisable in its sole discretion upon prior
consultation with [*], (i) to remove and replace the [*] or any [*] at any
time and (ii) to appoint a successor [*] or [*] in the event a vacancy arises
for any reason, in each case effective upon the delivery of written notice to
the [*] or the [*] and the other Parties. Each Party agrees to cause the
Directors nominated by it to take appropriate action by the Board to effect
any such removal, replacement or appointment.

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       6
<PAGE>

         6.       STATUTORY AUDITORS. The Company shall have three (3)
Statutory Auditors whom shall be nominated by Ariba. A Statutory Auditor may
be removed for cause in accordance with applicable law. Ariba shall also have
the right, exercisable in its sole discretion, to remove and replace a
Statutory Auditor at any time, effective upon the delivery of written notice
to the Statutory Auditor to be removed and the other Parties. Ariba shall
also further have the right to appoint a successor Statutory Auditor in the
event a vacancy arises for any reason.

         7.       SHAREHOLDERS' MEETINGS. Shareholders of the Company shall
receive notice of each shareholders' meeting at least ten (10) Business Days
before the scheduled date of such meeting. The Company shall have at least
one shareholders' meeting each calendar year. Such meeting will take place at
such time and place as is determined by the Board. Meetings shall be
conducted in the English language (with Japanese translation to the extent
requested by SOFTBANK paid for by the Company), and minutes of such meetings
shall be prepared by the Company in English and Japanese. In the event of
conflict or controversy, the English version of the minutes shall control.

         8.       FINANCIAL STATEMENTS AND ACCOUNTING RECORDS. Financial
statements for the Company, including without limitation a balance sheet,
income statement, statement of cash flows and statement of shareholders'
equity, shall be submitted by the Company to each of the other Parties (i)
within sixty (60) days after the end of each fiscal quarter for such quarter,
and (ii) within ninety (90) days after the end of each fiscal year for such
year. Each of the annual financial statements shall be audited and certified
by an internationally recognized accounting firm (which will act as an
independent auditor under the Special Exceptions Law) retained by the
Company. All financial statements shall be (i) prepared in accordance with
generally accepted accounting principles in Japan and (ii) in reasonable
detail and shall contain such financial data as Ariba, SOFTBANK Parent and
SOFTBANK reasonably request in order to keep each of them advised of the
Company's financial status (although quarterly statements need not include
footnotes and may be subject to year-end adjustments).

         9.       RIGHT OF INSPECTION. During office hours of the Company,
and upon reasonable notice to the Company, each of SOFTBANK, SOFTBANK Parent
and Ariba shall have full access to all properties, books of account, and
records of the Company, and each such Party shall have the right to make
copies from such books and records at its own expense. Any information
obtained by SOFTBANK, SOFTBANK Parent or Ariba through exercise of rights
granted under this Section 9 shall, to the extent constituting Confidential
Information under Section 7.2 of the Stock Purchase Agreement, be subject to
the confidentiality provisions set forth in such Section 7.2.

         10.      SOFTBANK RIGHTS. [*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       7
<PAGE>

         11.      COMPANY INTERESTS. The Parties agree to implement the
Company's capital structure and the terms of this Agreement so that at all
times during the term hereof, [*].

         12.      ANNUAL BUSINESS PLAN. The Company's management shall
discuss its proposed Annual Business Plan with SOFTBANK before submitting
such Annual Business Plan to the Board for approval.

         13.      TRANSFER RESTRICTIONS.

                           (a)      Neither SOFTBANK Parent nor SOFTBANK
shall, except as otherwise specifically provided in this Agreement, sell,
transfer, assign, hypothecate or in any way alienate ("TRANSFER") any of its
Securities.

                           (b)      Notwithstanding Section 13(a), SOFTBANK
Parent and SOFTBANK may Transfer all or any portion of its Securities (i) to
any [*] or [*] of such Party or (ii) after the closing of [*], to any Person
upon the completion of such Party's compliance with the restrictions imposed
by Section 14 of this Agreement; PROVIDED


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       8
<PAGE>

that the following conditions shall be satisfied in the case of a Transfer
pursuant to clause (i) above of this Section 13(b):

                                    A.       (x) in the case of a Transfer to
an [*], such Party covenants that such [*] shall remain an [*] of such Party
so long as the transfer restrictions set forth in this Section 13 are in
effect and the [*] owns the Transferred shares; and (y) in the case of a
Transfer to an [*], such [*] covenants that it shall remain an [*] of such
Party so long as the transfer restrictions set forth in this Section 13 are
in effect and the [*] owns the Transferred shares; and

                                    B.       such Party, or, in the case of a
Transfer to an [*] or an [*], such [*] or [*] represents and covenants that
the shares transferred to the transferee are not, and will not be, subject to
any lien or other security interest, whether direct or indirect, unless such
lien or security interest is consented to by the Company.

                           (c)      Notwithstanding the provisions of this
Section 13, neither SOFTBANK Parent nor SOFTBANK may Transfer any of its
Securities until [*].

                           (d)      In the case of any Transfer permitted
under Section 13(b)(i), SOFTBANK Parent or SOFTBANK, as the case may be,
shall deliver to the Company and Ariba (i) at least ten (10) Business Days
prior to such Transfer, a written notice stating its intention to Transfer
the Securities to be Transferred, the name of the transferee, whether such
transferee is an Affiliate, the number of Securities to be Transferred, and
the price and other material terms and conditions of the Transfer, (ii)
except as otherwise specifically provided herein, on or prior to the
effective date of the Transfer and in a form reasonably acceptable to the
Company and its counsel, the transferee's written acknowledgement of and
agreement to be bound by, and to vote the Transferred Securities at all times
in accordance with, the terms of this Agreement and any other Transaction
Agreement, and (iii) if reasonably requested by the Company, an opinion of
counsel, reasonably satisfactory to the Company that such Transfer will not
require registration of such shares under any applicable securities laws.

                           (e)      [*] shall not, except as otherwise
specifically provided in this Agreement, Transfer any of its Securities.

                           (f)      Notwithstanding Section 13(e), [*] may
Transfer all or any portion of its Securities (i) to any Person, PROVIDED
that [*] and its Affiliates continue to own at least [*] of the Securities
owned by [*] at the close of business on the Effective Date and subsequently
acquired by [*] pursuant to Sections 11 and 18 of this Agreement, or (ii)
after the closing of [*], to any Person upon the completion of such Party's
compliance with the restrictions imposed by Section 14 of this Agreement.

                           (g)      In the case of any Transfer permitted
under Section 13(f)(i), [*] shall deliver to [*] (i) at least ten (10)
business days prior to such Transfer, a written notice stating its intention
to Transfer the Securities to be Transferred, the name of the transferee,
whether such transferee is an Affiliate, the number of Securities to be

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       9
<PAGE>

Transferred, and the price and other material terms and conditions of the
Transfer, (ii) except as otherwise specifically provided herein, on or prior
to the effective date of the Transfer and in a form reasonably acceptable to
the Company and its counsel, the transferee's written acknowledgement of and
agreement to be bound by, and to vote the Transferred Securities at all times
in accordance with, the terms of this Agreement and any other Transaction
Agreement and (iii) if reasonably requested by the Company, an opinion of
counsel, reasonably satisfactory to the Company that such Transfer will not
require registration of such shares under any applicable securities laws.

         14.      "MARKET STAND-OFF" AGREEMENT. Each of Ariba, SOFTBANK
Parent and SOFTBANK hereby agrees that it will not, without the prior written
consent of the managing underwriter, during the period commencing on the date
of the final prospectus relating to the Company's IPO and ending on the date
specified by the Company and the managing underwriter(s) (such period not to
exceed one hundred eighty (l80) days) (i) lend, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or
otherwise Transfer, directly or indirectly, any Securities, or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Securities,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Securities, in cash or otherwise. The underwriters in
connection with the Company's initial public offering are intended third
party beneficiaries of this Section 14 and shall have the right, power and
authority to enforce the provisions hereof as though they were a Party hereto.

         Notwithstanding the foregoing provisions of this Section 14, the
obligations of Ariba, SOFTBANK Parent and SOFTBANK under this Section 14
shall not be more restrictive than the least restrictive "market standoff"
obligations to which any of the Company's executive officers, directors or
10% or greater shareholders are subject. In order to enforce the foregoing
covenant, the Company may to the extent permitted by applicable law impose
stop-transfer instructions with respect to the Shares owned by the Investor
(and the shares or securities of every other person subject to the foregoing
restriction) until the end of such period.

         15.      EXCLUSIVITY.

                           (a)      During the term of this Agreement, [*]
agrees that it will not, and will not permit any Affiliate in which [*]
directly or indirectly holds a fifty percent (50%) or greater ownership
interest (a "Subject Affiliate"), to do any of the following:

                                    (i)      [*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       10
<PAGE>

                                    (ii)     [*]

                                    (iii)    [*]

                                    (iv)     [*]

                           (b)      [*]

                           (c)      For purposes of this SECTION 15, [*]
shall not be deemed an investment fund or investment vehicle or a Subject
Affiliate.

                           (d)      This SECTION 15 shall terminate at such
time as [*].

         16.      CO-SALE RIGHTS.

                           (a)      If any [*] desires to Transfer any of its
Securities (the "Offered Co-Sale Securities") to any Person (other than [*])
and

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       11
<PAGE>

such Offered Co-Sale Securities, together with any Securities previously
Transferred by [*] to Persons (other than [*]) represent [*] or more of the
outstanding Fully Diluted Securities measured at the time of such Transfer,
the [*] (each, a "CO-SALE SHAREHOLDER") shall have the right and option to
include a pro rata portion of the Securities to be sold in the proposed sale
at the same price per share and on the same other terms and conditions that
apply to [*] in the proposed sale. Each Co-Sale Shareholder's pro rata
portion shall be equal to the product of (i) the outstanding Securities owned
by such Co-Sale Shareholder divided by the outstanding Securities owned by [*]
and all Co-Sale Shareholders who duly elect to sell Securities in the
transaction, multiplied by (ii) the total number of Securities proposed to be
sold in the transaction. The number of Offered Co-Sale Securities to be sold
by [*] in the transaction shall be reduced to the extent that Co-Sale
Shareholders elect to participate in the transaction.

                           (b)      [*] shall give notice to each Co-Sale
Shareholder of the proposed sale. Such notice shall contain the proposed
sales price per share and the other material terms and conditions on which [*]
desires to sell the Offered Co-Sale Securities. Each Co-Sale Shareholder may
exercise its right to participate in the sale pursuant to this Section 16 by
giving notice to [*] and each other Co-Sale Shareholder within fifteen (15)
days after receipt of such notice from [*]. If on any proposed sale, [*]
shall be provided a proposed sale notice and the opportunity to exercise
their co-sale rights hereunder subject to paying the entire remaining portion
of the [*] prior to the closing of the proposed sale.

         17.      ADDITIONAL CAPITAL. If the Company seeks to raise
additional capital primarily for financing rather than strategic purposes,
the Company shall [*] provided that [*] shall be determined by the Board in
its sole good faith discretion.

         18.      RIGHT OF FIRST OFFER.

                           (a)      Subject to the terms and conditions
specified in this Section 18, the Company hereby grants to each Investor a
right of first offer with respect to future sales by the Company of its
Securities. Each time the Company proposes to offer any Securities, the
Company shall first make an offering of the Securities to the Investors in
accordance with the following provisions.

                           (b)      The Company shall deliver a notice in
accordance with Section 26.2 ("Notice") to each Investor stating (i) its bona
fide intention to offer the Securities, (ii) the number of Securities to be
offered (the "Offered Securities"), and (iii) the price and terms upon which
it proposes to offer the Offered Securities.

                           (c)      By written notification received by the
Company, within twenty (20) calendar days after receipt of the Notice, the
Investor may elect to purchase or


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       12
<PAGE>

obtain, at the price and on the terms specified in the Notice, up to that
portion of the Offered Securities that equals the proportion that the number
of shares of Securities issued and held by the Investor, after giving effect
to the exchange, exercise and conversion of all Securities held by Investor
that are exchangeable and exercisable for and convertible into Securities,
bears to the total number of shares of Securities then outstanding, after
giving effect to the exchange, exercise and conversion of all securities then
outstanding that are exchangeable and exercisable for and convertible into
Securities.

                           (d)      Notwithstanding Section 18(c), [*].

                           (e)      If all Offered Securities that Investors
are entitled to obtain pursuant to Sections 18(c) and (d) are not elected to
be obtained as provided in Sections 18(c) and (d) hereof, the Company may,
during the one hundred twenty (120) day period following the expiration of
the period provided in subsection 18(c) hereof, offer the remaining
unsubscribed portion of such Offered Securities to any person or persons at a
price not less than, and upon terms no more favorable to the offeree than
those specified in the Notice. If the Company does not enter into an
agreement for the sale of the Offered Securities within such period, or if
such agreement is not consummated within sixty (60) days of the execution
thereof, the right provided hereunder shall be deemed to be revived and such
Offered Securities shall not be offered unless first reoffered to the
Investor in accordance herewith.

                           (f)      The right of first offer in this Section
18 shall not be applicable to (i) the issuance or sale of shares of Common
Stock (or options therefor) to employees, directors and consultants for the
primary purpose of soliciting or retaining their services; (ii) the issuance
of Securities pursuant to a bona fide public offering of shares of Common
Stock, (iii) the issuance of Securities in connection with a bona fide
business acquisition of or by the Company, whether by merger, consolidation,
sale of assets, sale or exchange of stock or otherwise, (iv) the issuance of
stock, warrants or other Securities or rights not primarily for equity
financing purposes to persons or entities with which the Company has business
relationships or will have a strategic business relationship following such
issuance, (vi) [*]. The right of first offer in Section 18(c) [*] shall
terminate upon the closing of the IPO.


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       13
<PAGE>

         19.      IPO COMMITMENT.

                           (a)      The Parties intend that, on or prior to
the [*] anniversary of the Effective Date, the Company will seek to conduct
an initial public offering of shares of its Common Stock ("IPO"), subject to
prevailing market conditions and the condition and performance of the Company.

                           (b)      [*]

                           (c)      Each shareholder agrees to enter into a
customary market standoff agreement with the underwriter(s) in the IPO with
substantially the same terms and conditions as set forth in Section 14.

         20.      CERTAIN BREACHES. If [*] alleges in writing to the Company,
after consultation with its outside counsel, that it is probable that [*] has
breached any contract between [*], on the one hand, and the Company or any of
its controlled Affiliates, on the other hand, the Board shall at the request
of [*] form a committee of the Board (the "Litigation Committee") consisting
of [*]. The Committee shall have the sole and exclusive authority to (i)
determine whether to assert on behalf of the Company that [*] has breached
any such contract and (ii) if any such assertion is made, to control the
resolution of any such dispute, but only if such dispute is resolved through
the dispute resolution process set forth in Section 26.1 hereof as if
applicable to disputes referred to in this Section 20. [*] agrees, upon
behalf of itself and [*] and the Company agrees on behalf of itself and its
controlled Affiliates to submit any such dispute to the dispute resolution
process set forth in Section 26.1 hereof.

         21.      MODIFICATION OF TRANSACTION AGREEMENTS.

                           (a)      [*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       14
<PAGE>

                           (b)      [*]

                           (c)      [*]

                           (d)      [*]

         22.      REPRESENTATIONS AND WARRANTIES OF SOFTBANK AND SOFTBANK
PARENT. Each of SOFTBANK and SOFTBANK Parent hereby represents and warrants
to Ariba and the Company that, as of the Effective Date, the following
statements are and shall be true and correct:

                           (a)      ORGANIZATION. Each of SOFTBANK and
SOFTBANK Parent is a corporation duly organized and validly existing under
the laws of Japan, and has the


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       15
<PAGE>

corporate power and authority to enter into and perform this Agreement and
the other Transaction Agreements to which it is a party.

                           (b)      PERMITS; APPROVALS. Each of SOFTBANK and
' SOFTBANK Parent holds all licenses, permits, certifications and other
authorizations, the absence of which would have a material adverse effect on
its financial condition or business, and there has been no default or
violation under any such authorization and there is no proceeding or
investigation that is pending or, to each such Party's knowledge, threatened
under which any such authorization may be revoked, terminated or suspended.

                           (c)      AUTHORIZATION. All corporate action on
the part of each of SOFTBANK and SOFTBANK Parent necessary for the
authorization, execution and delivery of this Agreement and the other
Transaction Agreements to which it is a party and for the performance of all
of its obligations hereunder and thereunder has been taken, and this
Agreement and the other Transaction Agreements to which it is a party when
fully executed and delivered, shall each constitute a valid, legally binding
and enforceable obligation of each such Party.

                           (d)      GOVERNMENT AND OTHER CONSENTS. No
consent, authorization, license, permit, registration or approval of, or
exemption or other action by, any governmental or public body or authority,
or any other Person, is required in connection with the execution, delivery
and performance by each of SOFTBANK and SOFTBANK Parent of this Agreement and
the other Transaction Agreements to which it is a party, or if any such
consent is required, each such Party has satisfied the applicable
requirements.

                           (e)      EFFECT OF AGREEMENT. The execution,
delivery and performance of this Agreement and the other Transaction
Agreements to which SOFTBANK or SOFTBANK Parent is a party will not (i)
violate the Articles of Incorporation of such party or any provision of any
law, statute, rule or regulation to which such party is subject, (ii) violate
any judgment, order, writ, injunction or decree of any court applicable to
such party, (iii) have any effect on the compliance of such party with any
applicable licenses, permits or authorizations which would materially and
adversely affect such party, (iv) result in the breach of, give rise to a
right of termination, cancellation or acceleration of any obligation with
respect to (presently or with the passage of time), or otherwise be in
conflict with any term of, or affect the validity or enforceability of, any
agreement or other commitment to which such party is a party and which would
materially and adversely affect such party or (v) result in the creation of
any lien, pledge, mortgage, claim, charge or encumbrance upon any assets of
such party.

                           (f)      LITIGATION. There are no actions, suits
or proceedings pending or, to such party's knowledge, threatened, against
such party before any court or governmental agency which question such
party's right to enter into or perform its obligations under this Agreement
or the other Transaction Agreements to which it is a party, or which question
the validity of this Agreement or any of the other Transaction Agreements.

                           (g)      DISCLOSURE. No representation or warranty
by SOFTBANK or SOFTBANK Parent contained in this Agreement or in any other
Transaction Agreements to which such party is a party, and no exhibit,
writing or other instrument required to be furnished

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.



                                       16
<PAGE>

by such party pursuant hereto or thereto contains any untrue statement of a
material fact or omits any material fact necessary in order to make the
statements and information contained herein or therein not misleading.

         23.      REPRESENTATIONS AND WARRANTIES OF ARIBA. Ariba hereby
represents and warrants to SOFTBANK Parent and SOFTBANK that, as of the
Effective Date, the following statements are true and correct:

                           (a)      ORGANIZATION. Ariba is a corporation duly
organized and validly existing under the laws of Delaware. Ariba has the
corporate power and authority to enter into and perform this Agreement and
the other Transaction Agreements to which it is a party.

                           (b)      PERMITS; APPROVALS. Ariba holds all
licenses, permits, certifications and other authorizations, including without
limitation any such authorizations required under U.S. federal securities
laws, the absence of which would have a material adverse effect on the
financial condition or business of Ariba, and there has been no default or
violation under any such authorization and there is no proceeding or
investigation that is pending or, to Ariba's knowledge, threatened under
which any such authorization may be revoked, terminated or suspended.

                           (c)      AUTHORIZATION. All corporate action on
the part of Ariba necessary for the authorization, execution and delivery of
this Agreement and the other Transaction Agreements to which it is a party
and for the performance of all of its obligations hereunder and thereunder
has been taken, and this Agreement, the License Agreement and the other
Transaction Agreements to which it is a party, when fully executed and
delivered, shall each constitute a valid, legally binding and enforceable
obligation of Ariba.

                           (d)      GOVERNMENT AND OTHER CONSENTS. Except as
disclosed in the Transaction Agreements, no consent, authorization, license,
permit, registration or approval of, or exemption or other action by, any
governmental or public body or authority, or any other Person, is required in
connection with Ariba's execution, delivery and performance of this Agreement
or the other Transaction Agreements to which it is a party, or if any such
consent is required, Ariba has satisfied any applicable requirements.

                           (e)      EFFECT OF AGREEMENT. Ariba's execution,
delivery and performance of this Agreement and the other Transaction
Agreements to which it is a party will not (i) violate the Certificate of
Incorporation of Ariba or any provision of any law, statue, rule or
regulation to which it is subject, (ii) violate any judgment, order, writ,
injunction or decree of any court applicable to Ariba, (iii) have any effect
on the compliance of Ariba with any applicable licenses, permits or
authorizations which would materially and adversely affect Ariba, (iv) result
in the breach of, give rise to a right of termination, cancellation or
acceleration of any obligation with respect to (presently or with the passage
of time), or otherwise be in conflict with, any term of, or affect the
validity or enforceability of any agreement or other commitment to which
Ariba is a party and which would materially and adversely affect Ariba, or
(v) result in the creation of any lien, pledge, mortgage, claim, charge or
encumbrance upon any assets of Ariba.

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.



                                       17
<PAGE>

                           (f)      LITIGATION. There are no actions, suits
or proceedings pending or, to Ariba's knowledge, threatened, against Ariba
before any court or governmental agency which question Ariba's right to enter
into or perform this Agreement or other Transaction Agreements to which it is
a party, or which question the validity of this Agreement or any of the other
Transaction Agreements.

                           (g)      DISCLOSURE. No representation or warranty
by Ariba contained in this Agreement or any other Transaction Agreement to
which it is a party, and no exhibit, writing or other instrument required to
be furnished pursuant hereto contains any untrue statement of a material fact
or omits any material fact necessary in order to make the statements and
information contained herein or therein not misleading.

         24.      EFFECTIVENESS, TERM AND TERMINATION.

                  24.1     TERM. This Agreement shall be effective as of the
Effective Date and shall continue in effect until and unless terminated
pursuant to Section 24.2.

                  24.2     TERMINATION. This Agreement may be terminated as
follows:

                           (a)      Upon the Parties' mutual written agreement.

                           (b)      By either Ariba or the Company, effective
immediately upon written notice to the other Parties, if either SOFTBANK
Parent or SOFTBANK breaches any material provision of this Agreement or of
any of the other Transaction Agreements in any material respect and such
breach continues for a period of thirty (30) days after the delivery of
written notice of the default, describing the default in reasonable detail.

                           (c)      By either SOFTBANK Parent or SOFTBANK,
effective immediately upon written notice to the other Parties, if Ariba or
the Company breaches any material provision of this Agreement or of any of
the other Transaction Agreements in any material respect and such breach
continues for a period of thirty (30) days after the delivery of written
notice of the default, describing the default in reasonable detail.

                           (d)      By either SOFTBANK Parent or SOFTBANK,
effective immediately upon written notice to Ariba and the Company, in the
event that either Ariba or the Company terminates or elects to terminates [*]
in accordance with its terms.

                           (e)      Ariba, effective immediately upon written
notice to the other Parties in the event that either Ariba or the Company has
elected to terminate [*] in accordance with its terms.

                           (f)      By either SOFTBANK Parent, SOFTBANK,
Ariba or the Company, effective immediately upon written notice to the other
Parties, in the event that any other Party is dissolved, liquidated or
declared bankrupt or a filing for voluntary or involuntary.

                           (g)      Notwithstanding the foregoing, the right
of SOFTBANK and SOFTBANK Parent to terminate this Agreement pursuant to
Section 24.2(c), as a result of a breach by the Company, or pursuant to
Section 24.2(d), as a result of a termination of [*],


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       18
<PAGE>

shall exist only if [*] and only if no [*] is in effect.

                  24.3     CONTINUING LIABILITY. Notwithstanding the
foregoing, Article 25 and Article 26 (except for Section 26.6, which shall
not survive termination) shall survive a termination of the Agreement.
Termination of this Agreement for any reason shall not release any Party from
any liability or obligation which has already accrued as of the effective
date of such termination, and shall not constitute a waiver or release of, or
otherwise be deemed to prejudice or adversely affect, any rights, remedies or
claims, whether for damages or otherwise, which a Party may have hereunder,
at law, equity or otherwise or which may arise out of or in connection with
such termination.

         25.      INCIDENTAL AND CONSEQUENTIAL DAMAGES.

NO PARTY NOR ITS AFFILIATES WILL BE LIABLE TO THE OTHER PARTIES UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST
PROFITS) WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT.

EACH PARTY AGREES AND ACKNOWLEDGES THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE
REMEDY FOR ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT EACH PARTY
MAY, IN ITS SOLE DISCRETION, APPLY FOR SPECIFIC PERFORMANCE AND INJUNCTIVE
RELIEF IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF
THIS AGREEMENT.

         26.      MISCELLANEOUS.

                  26.1     GOVERNING LAW; DISPUTE RESOLUTION. The validity,
construction and enforceability of this Agreement shall be governed by and
construed in accordance with the laws of the State of California. All
disputes between the Parties arising out of this Agreement shall be settled
by the Parties amicably through good faith discussions upon the written
request of any Party. In the event that any such dispute cannot be resolved
thereby within a period of sixty (60) days after such notice has been given,
such dispute shall be finally settled by arbitration in San Francisco,
California, using the English language in accordance with the Rules of
Arbitration of the American Arbitration Association then in effect, by one or
more arbitrators appointed in accordance with such Rules. The arbitrator(s)
shall have the authority to grant specific performance and to allocate
between the Parties the costs of arbitration in such equitable manner as the
arbitrator(s) may determine. The prevailing Party in the arbitration shall be
entitled to receive reimbursement of its reasonable expenses incurred in
connection therewith. Judgment upon the award so rendered may be entered in
any court having jurisdiction or application may be made to such court for
judicial acceptance of any award and an order of enforcement, as the case may
be. Notwithstanding the foregoing, each Party shall have the right to
institute a legal action in a court of proper jurisdiction for injunctive
relief and/or a decree for specific performance to enforce such Party's
rights hereunder pending final settlement by arbitration.


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       19
<PAGE>

                  26.2     NOTICES AND OTHER COMMUNICATIONS. Unless otherwise
provided, any notice required or permitted under this Agreement shall be
given in writing and in English and shall be deemed effectively given (i)
upon personal delivery to the party to be notified, (ii) by delivery by
confirmed facsimile or (iii) three (3) Business Days after being provided to
an internationally recognized courier service with an expected delivery of no
more than three (3) business days, in each case to the party to be notified
at the address indicated for such party on the signature page hereof, or at
such other address as such party may designate by ten (10) days' advance
written notice to the other Parties:

                                    (a)      If to SOFTBANK Parent

                                             [*]

                                             with a copy to:

                                             [*]

                                    (b)      If to SOFTBANK

                                             [*]

                                             with a copy to:

                                             [*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       20
<PAGE>

                                    (c)      If to the Company

                                             [*]

                                             with a copy to:

                                             [*]

                                    (d)      If to Ariba

                                             [*]

                                             with a copy to:

                                             [*]

                  26.3     LANGUAGE. This Agreement is in the English
language only, which language shall be controlling in all respects, and all
versions hereof in any other language shall be for accommodation only and
shall not be binding upon the Parties. All communications and notices to be
made or given pursuant to this Agreement shall be in the English language.

                  26.4     SEVERABILITY. If any provision in this Agreement
shall be found or be held to be invalid or unenforceable (including, without
limitation, as a result of objections by the Japanese Fair Trade Commission)
then the meaning of said provision shall be construed, to the extent
feasible, so as to render the provision enforceable, and if no feasible
interpretation would save such provision, it shall be severed from the
remainder of this Agreement which shall remain in full force and effect
unless the severed provision is essential and material to the rights or
benefits received by any Party. In such event, the Parties shall use
commercially reasonable efforts to negotiate, in good faith, a substitute,
valid and enforceable provision or agreement which most nearly affects the
Parties' intent in entering into this Agreement.


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       21
<PAGE>

                  26.5     REFERENCES; SUBJECT HEADINGS. Unless otherwise
indicated, references to Sections and Exhibits herein are to Sections of, and
Exhibits to, this Agreement. The subject headings of the Sections of this
Agreement are included for the purpose of convenience of reference only, and
shall not affect the construction or interpretation of any of its provisions.

                  26.6     FURTHER ASSURANCES. The Parties shall each perform
such acts, execute and deliver such instruments and documents, and do all
such other things as may be reasonably necessary to accomplish the
transactions contemplated in this Agreement.

                  26.7     EXPENSES. Each of the Parties will bear its own
costs and expenses, including, without limitation, fees and expenses of legal
counsel, accountants, brokers, consultants and other representatives used or
hired in connection with the negotiation and preparation of this Agreement
and consummation of the transactions contemplated hereby.

                  26.8     NO WAIVER. No waiver of any term or condition of
this Agreement shall be valid or binding on a Party unless the same shall
have been set forth in a written document, specifically referring to this
Agreement and duly signed by the waiving Party. The failure of a Party to
enforce at any time any of the provisions of this Agreement, or the failure
to require at any time performance by the other Party of any of the
provisions of this Agreement, shall in no way be construed to be a present or
future waiver of such provisions, nor in any way affect the ability of a
Party to enforce each and every such provision thereafter.

                  26.9     ENTIRE AGREEMENT; AMENDMENTS. The terms and
conditions contained in this Agreement (including the Exhibits hereto) and
the other Transaction Agreements constitute the entire agreement between the
Parties and supersede all previous agreements and understandings, except for
the Ariba Non-Disclosure Agreement, whether oral or written, between the
Parties with respect to the subject matter hereof. No agreement or
understanding amending this Agreement shall be binding upon any Party unless
set forth in a written document in English which expressly refers to this
Agreement and which is signed and delivered by duly authorized
representatives of each Party.

                  26.10    ASSIGNMENT. No Party shall assign this Agreement
(or any right or obligation hereunder) without the other Parties' prior
written consent, except that (i) [*] may assign this Agreement to a Person
into which it has merged or which has otherwise succeeded to all or
substantially all of [*] business or assets and (ii) [*] may assign this
Agreement to a Person that is a wholly owned subsidiary of [*], respectively,
or a Person who has succeeded to all or substantially all of the business or
assets of [*], respectively. All assignees under this Section 26.10 must
assume in writing or by operation of law, the assigning Party's obligations
under this Agreement, provided, however, that the assigning Party shall
remain liable for the assignee's performance of its obligations hereunder.
This Agreement shall inure to the benefit of, and shall be binding upon, the
Parties and their respective permitted successors and assigns.


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

                                       22
<PAGE>

                  26.11    NO AGENCY. The Parties are independent
contractors. Nothing contained herein or done in pursuance of this Agreement
shall constitute any Party the agent of any other Party for any purpose or in
any sense whatsoever.

                  26.12    NO BENEFICIARIES. Nothing herein express or
implied, is intended to or shall be construed to confer upon or give to any
person, firm, corporation or legal entity, other than the Parties, any
interests, rights, remedies or other benefits with respect to or in
connection with any agreement or provision contained herein or contemplated
hereby.

                  26.13    COUNTERPARTS. This Agreement may be executed in
any number of counterparts, and each counterpart shall constitute an original
instrument, but all such separate counterparts shall constitute only one and
the same instrument.

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.



                                       23
<PAGE>

         IN WITNESS WHEREOF, the Parties have caused their respective duly
authorized representatives to execute this Agreement as of the date hereof.

SOFTBANK CORP.


By:    /s/ MASAYOSHI SON
       --------------------------------------------

Title:
       --------------------------------------------


SOFTBANK E-COMMERCE CORP.



By:    /s/ KEN MIYAUCHI
       --------------------------------------------

Title:
       --------------------------------------------


ARIBA, INC.



By:    /s/ KEITH J. KRACH
       --------------------------------------------

Title: Chairman & CEO
       --------------------------------------------


NIHON ARIBA K.K.



By:    /s/ KEITH J. KRACH
       --------------------------------------------

Title: Chairman & CEO
       --------------------------------------------

* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.



<PAGE>

                                  Exhibit 1.27

                                       [*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

<PAGE>

                                  Exhibit 4(d)

                                      [*]

[*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

<PAGE>

                                  Exhibit 21(b)

                                      [*]

[*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.

<PAGE>

                                   SCHEDULE 15

                                       [*]


* Represents confidential information for which Ariba, Inc. is seeking
  confidential treatment with the Securities and Exchange Commission.