Exhibit 3.4

*** Text Omitted and Filed SeparatelyConfidential Treatment RequestedUnder 17 C.F.R. §§ 200.80(b)(4),200.83 and 240.24(b)(2)

**IONAINDEPENDENT SOFTWARE VENDOR AGREEMENT**

THE ORBIX® DEVELOPMENT AND RUNTIME SOFTWARE (THE“SOFTWARE”) AND THE ACCOMPANYING DOCUMENTATION (THE “RELATED MATERIALS”)(COLLECTIVELY, THE “PRODUCT”) ARE PROTECTED BY UNITED STATES, IRISH ANDINTERNATIONAL COPYRIGHT LAWS, AND THE COPYRIGHTS AND OTHER INTELLECTUALPROPERTY RIGHTS ARE OWNED BY IONA TECHNOLOGIES PLC OF 5-10 LOWER PEMBROKE ST.,DUBLIN 2, IRELAND.  THE PRODUCTS ARELICENSED BY IONA TECHNOLOGIES INC., 60 ABERDEEN AVENUE, CAMBRIDGE, MA 02138,USA (“IONA”) TO BROADVISION, INC. OF 585 BROADWAY, REDWOOD CITY, CALIFORNIA94063 (“BROADVISION”).  THE PRODUCT ISCOPYRIGHTED AND LICENSED (NOT SOLD).

**1.**          **OWNERSHIP.**

The Software(including any header files and demonstration code that may be included) andRelated Materials, and all associated copyrights and other intellectualproperly rights, are the property of IONA Technologies PLC or itslicensors.  IONA warrants that it hasall the rights necessary to enter into this Agreement.  BroadVision acquires no title, right orinterest in the Software or Related Materials other than the license grantedherein by IONA and the title to the media upon which the Software is delivered.

**2.**          **PROPRIETARYNOTICES.**

BroadVisionshall not remove any trademark, tradename, copyright notice or otherproprietary notice from the Software or Related Materials, and shall beresponsible for the conservation of the same on all copies of the Software andRelated Materials received under this Agreement and on any back-up copy of theSoftware created in accordance with this Agreement.  BroadVision shall also accurately and faithfully reproduce allproprietary notices of IONA on any portion of the Software that is incorporatedin Developed Software (as defined in Section 4 below).  BroadVision may not reproduce any portion ofthe Software or Related Materials, except as permitted by this Agreement.

**3.**          **DEVELOPMENT LICENSE.**

**3.1**        “Development Software” means the developmentenvironment of IONA’s Orbix Software Products and excludes the RuntimeComponents (as defined below).

**3.2**        Subject to the terms and conditions of thisAgreement, and payment of the appropriate license fees, IONA hereby grants toBroadVision a nonexclusive, nontransferable, limited license to use theDevelopment Software and Related Materials solely in connection withBroadVision’s development of CORBA-based application(s) and/or program(s) onthe operating system platform(s) set forth on Schedule C (the “PermittedPurpose”).  BroadVision acknowledges andagrees that additional licenses are needed for additional operating systemplatforms.

 

**3.3**        BroadVision further agrees that a license feemust be paid by it to IONA for each and every employee or consultant ofBroadVision who has used or will use the Development Software and RelatedMaterials for the Permitted Purpose (a “Developer”).  Once a person becomes a Developer, he or she shall remain sountil it is reasonably expected by BroadVision that the Developer will cease touse the Development Software for a period of [***].  In no event may the number of Developers exceed the number forwhich license fees have been received by IONA. Upon request, BroadVision agrees to certify in writing that BroadVisionhas paid for a sufficient number of license fees for each Developer.  Upon reasonable notice, IONA will have theright to audit BroadVision’s compliance with this section.

**3.4**        The source code of the Software (other thanincluded header files and demonstration code) and design documentation areconfidential and proprietary information and trade secrets of IONA, itssuppliers and/or licensors, are never considered part of the Software, and areneither delivered to BroadVision nor under any circumstances licensed toBroadVision hereunder.

**3.5**        In the event the Software is provided toBroadVision as an upgrade to a previous version of the Software, the licensegranted hereunder applies to such upgrade only if BroadVision had previouslyobtained from IONA a license to the Software and upon the continued existencein force of such prior license.  In theevent such prior license is terminated for whatever reason, the license to allSoftware, including upgrades, granted hereunder is automatically terminated asof the same date of termination of such prior license.

**4.**          **RUNTIMELICENSE.**

**4.1**        **Definitions.**

**4.1.1**    The term “Developed Software,” as usedherein, means any application or program developed by BroadVision using theSoftware on the operating system platform(s) permitted pursuant to thisAgreement.

**4.1.2**    The term “Runtime Components,” as usedherein, means any software program or components of the software that areincorporated or embedded in and used in the execution of any Developed Softwaredeveloped by BroadVision.

 

**4.2**        **Grant OfLicense.**

**4.2.1**    IONA hereby grants to BroadVision, subject tothe conditions herein, a license to use, copy and distribute for use to thirdparties the Runtime Components (“Runtime License”), but solely as (i) partof the Developed Software owned by BroadVision and (ii) for execution onthe number of Runtime Licenses for which BroadVision has paid a licensefee.  BroadVision must ensure that anysuch third parties have agreed to be bound by terms and conditions no lessstrict than in this Agreement and IONA shall be entitled to enforce the termsof such agreement directly in the event of a breach thereof.  BroadVision may distribute the Runtime Componentsand Integrated Orbix Development Licenses through third party distributorsprovided that such distributors are bound by the terms herein and thatBroadVision shall use best efforts to ensure compliance.

**4.2.2**    BroadVision further agrees that the RuntimeLicense granted herein does not give BroadVision or any other party any rightsother than those specifically granted herein, and that such Licensespecifically does not grant BroadVision or any other party the rights to:

| • | execute the Software IDL compiler;                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------|
|   |                                                                                                         |
| • | develop and link programs with the Software  libraries independently of BroadVision libraries or classes; or |
|   |                                                                                                         |
| • | read and use the Software header files  independently of BroadVision interfaces and/or header files.         |

**4.3**        **License Fee.**

**4.3.1**    BroadVision agrees that the appropriateRuntime License fee is payable by the BroadVision to IONA for each and everyRuntime License deployed by BroadVision that executes the Runtime Software orallows such Runtime Software to be executed.

**4.3.2**    BroadVision will, upon the request of IONA,certify to IONA the number of Runtime Licenses in use.  Executing, or permitting the execution of,the Runtime Software on more than the number of Runtime Licenses granted hereinis a violation of this Agreement.

**4.3.3**    If requested by IONA, BroadVision shallprovide to IONA quarterly forecasts of actual and estimated sales under thisAgreement for each quarter covered hereby. The forecasts shall be reasonably accurate and detailed and shall betransmitted by means of a mutually agreeable method and format.  Each quarterly forecast shall be deliverednot later than the last business day of the second month in quarter which itcovers.

 

**5.**          **RESALE OFSOFTWARE.**

**5.1**        IONA hereby appoints BroadVision as anon-exclusive reseller and sublicensor of the Software during the term of thisAgreement.

**5.1.1**    **IntegratedOrbix Development Licenses.**  BroadVision may resell one (1) OrbixDevelopment license seat for each of BroadVision’s One-To-One DevelopmentSystem licensed, and such license seat must be licensed as an integrated optionto BroadVision’s One-To-One Development System.  BroadVision shall pay the license fee set forth in Exhibit Afor such Integrated Orbix Development License seat.  End User licensees may use the IONA Software for any applicationdevelopment purposes, not solely for the development of BroadVisionapplications.  BroadVision’s End Usersmust license Orbix Runtime Components developed using Integrated OrbixDevelopment Licenses and which are net expressly deployed within theBroadVision Runtime Products.  BroadVisionshall provide IONA with information on all End User licensees of IntegratedOrbix.  Development Licenses, includingbut not limited to name, contact, address, telephone, and number of licenses.

**5.1.2**    **StandaloneOrbix Development Seat Licenses.**  BroadVision may resellStandalone Orbix Development Seat Licenses to its End User licensees, but shallnot have the right to act as a general reseller of Orbix Development Softwareand Orbix Runtime Components.  These EndUser licensees may use the Standalone Orbix Development Seat Licenses for anyapplication development purposes, and not solely for the development ofBroadVision applications, BroadVision End Users must license Orbix RuntimeComponents developed using a Standalone Orbix Development Seat License directlyfrom IONA.  BroadVision shall provideIONA with information on all End Users to which BroadVision has licensedStandalone Orbix Development Seat Licenses, including, but not limited to,licensee name, contact, address, telephone, and number of licenses.

**5.1.3**    At IONA’s request, which request shall beprovided not more than once per quarter and not earlier than the first businessday of the third month in that quarter, BroadVision shall provide IONA with aforecast of the projected total royalty amount payable to IONA in thatquarter.  The forecast, if requested,shall be made by a qualified member of BroadVision’s financial team and shallbe a good faith and reasonably accurate estimate, based on BroadVision’s bestavailable information.

**5.1.4**    Within [***] following the end of eachcalendar quarter, BroadVision shall render to IONA a statement showing inreasonable detail the number of copies, of the Orbix Development Software orOrbix Runtime Components made and the number licensed and sublicensed duringsuch quarter, and such reports shall include the identity of all sublicenseesand End Users.  Within [***] followingthe end of each calendar quarter, BroadVision shall pay to IONA all applicablelicense fees for products licensed and sublicensed during that quarter, [***]

**5.1.5**    BroadVision will keep and maintain, for aperiod of [***], proper records and books of account relating to its marketingand distribution of the Products.  Nomore than [***] annually, IONA may audit BroadVision’s records to ensure thatlicense and other fees have been properly paid in compliance with thisAgreement.  Any such audit shall beconducted during regular business hours at BroadVision’s offices and shall notinterfere unreasonably with BroadVision’s business activities.  If an audit reveals that BroadVision hasunderpaid its total fees by more than [***], then BroadVision shall pay IONA’sreasonable costs of conducting the audit, in addition to the underpaid amount.

**6.**          **COPYRESTRICTIONS AND OTHER RESTRICTIONS.**

**6.1**        BroadVision may make copies of theDevelopment Software in machine-readable, object code form, as permitted byapplicable law, solely for backup or archival purposes, *provided that* such copies of theDevelopment Software shall include all applicable copyright, trademark andother proprietary notices of IONA in accordance with Section 2 above.  BroadVision may not copy any of the RelatedMaterials.  BroadVision may obtain additionalcopies of any Related Materials from IONA or an authorized IONA distributor uponpayment of the prices in effect at the time of ordering.

**6.2**        BroadVision will not display, disclose orsublicense the Development Software to third parties, and also will not rent,lease, loan, modify, adapt, translate, reverse engineer, disassemble or decompilethe Product or any portion thereof, or create derivative works of the Product(except for derivative works that are Developed Software) even for purposes ofinteroperability or error correction. In the event that BroadVision wishes information relating to theSoftware for purposes of achieving interoperability with independently createdcomputer software, BroadVision may make a written request to IONA for suchinformation.  BroadVision shall promptlyreport to IONA any actual or suspected violation of this section and shall takefurther steps as may reasonably be requested by IONA to prevent or remedy anysuch violation.

**7.**          **GOVERNMENTEND-USERS.**

             The Software and the RelatedMaterials are “commercial items” as that term is defined in 48 C.F.R. 2.101(October 1995) consisting of “commercial computer software” and “commercialcomputer software documentation” as such terms are used in 48 C.F.R. 12.212(September 1995).  Consistent with 48C.F.R. 12.212 and 48 C.F.R. 227.7202-1, 227.7202-3 and 227.7202-4 (June 1995),if the licensee hereunder is the U.S. Government or any agency or departmentthereof, the Software and the Related Materials are licensed hereunder(i) only as a commercial item, and (ii) with only those rights as aregranted to all other end users pursuant to the terms and conditions of thisAgreement.

**8.**          **SUPPORT.**

             BroadVision may purchase supportservices for the Software, if any, for the fees set forth on Schedule A,if any, and pursuant to the terms and conditions set forth on Schedule B.

**9.**          **LIMITEDWARRANTY.**

**9.1**        IONA warrants that the Software will conformin all material respects to its written specifications when installed and for[***] thereafter.  For purposes of thisAgreement, the sole source of such specifications shall be IONA’s written userdocumentation.  Where a materialnonconformity exists within the warranty period, and proper notice has beengiven to IONA, IONA will as its sole and exclusive liability to BroadVision,use due diligence to correct the nonconformity and provide BroadVision with onecopy of any such corrected version of the Software.  THE REMEDY PROVIDED HEREINIS BROADVISION’S EXCLUSIVE REMEDY AND IONA’S ONLY LIABILITY FOR ANYNONCONFORMITY WITH SPECIFICATIONS.

**9.2**        IONA SPECIFICALLY DISCLAIMS ANY WARRANTY THATTHE FUNCTIONS CONTAINED IN THE SOFTWARE OR THE RESULTS OF USE WILL MEETBROADVISION’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BEUNINTERRUPTED OR ERROR FREE.  EXCEPT ASEXPRESSLY SET FORTH ABOVE, THE PRODUCT IS PROVIDED TO BROADVISION “AS IS”WITHOUT WARRANTY OF ANY KIND; EITHER EXPRESS OR IMPLIEd, STATUTORY OROTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  THE ENTIRE RISK AS TO THE SUITABILITY, QUALITYAND PERFORMANCE OF THE PRODUCT IS WITH BROADVISION AND NOT WITH IONA.  SOME JURISDICTIONS DO NOT ALLOW THEEXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.

**10.**        **INTELLECTUALPROPERTY INFRINGEMENT INDEMNITY.**

**10.1**     Any action brought against BroadVision on aclaim that the Products infringe any patent, copyright, or ether intellectualproperty rights or the trade secret or the proprietary rights of a third partyshall be defended by IONA at its expense. IONA shall pay any costs, damages and settlements and reasonable legalfees finally awarded against BroadVision in such action and which areattributable to such claim provided always that BroadVision notifies IONApromptly in writing of each claim and IONA may control fully the defense and/orthe settlement of such claim.

**10.2**     Without prejudice to Subsection 10.1, shouldthe Products become, or in IONA’s reasonable opinion are likely to become, thesubject of a claim as aforesaid then IONA may either:  (i) procure for BroadVision the right to continue using theProducts; (ii) replace the Products with non-infringing material;(iii) modify the Products to make them non-infringing; or (iv) removethe Products and refund to BroadVision all fees and sums paid by BroadVision inrespect thereof prorated based on a product lifetime of [***].

**10.3**     IONA shall have no liability for any claim ofinfringement based on:  (a) use ofother than a current release of the Products if such infringement would haveboon avoided by use of a current release, or (b) use or combination of theProducts with non-IONA programs or data if such infringement would have beenavoided by the use of the Products without those other programs or data.  The foregoing states the entire liability ofIONA with respect to any claim of infringement regarding the Products.

**11.**        **LIMITEDLIABILITY.**

             IN NO EVENT SHALL IONA, ITSSUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FORLOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,DATA, GOODWILL OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TOUSE THE SOFTWARE, EVEN IF FORESEEABLE OR IF IONA HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.  IN NOEVENT SHALL IONA BE RESPONSIBLE OR HELD LIABLE FOR ANY DAMAGES RESULTING FROMPHYSICAL DAMAGE TO TANGIBLE PROPERTY OR DEATH OR INJURY OF ANY PERSON ETHERARISING FROM IONA’S NEGLIGENCE OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THE ABOVE EXCLUSIONSOR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  EXCEPT FOR LIABILITY UNDER SECTION 9ABOVE, IN THE EVENT THAT IONA IS HELD LIABLE UNDER THIS AGREEMENT, IONA’S, ITSSUPPLIERS’ AND LICENSORS’ LIABILITY SHALL BE LIMITED TO THE PRICE PAID BY THEBROADVISION FOR THE PRODUCT SUPPLIED.

**12.**        **ASSIGNMENT.**

             This Agreement and any rightsgranted hereunder may not be assigned, sub-licensed or otherwise transferred byBroadVision to any third party without the prior written consent of IONA; *provided, however*, that BroadVision mayassign this Agreement to an entity acquiring substantially all of its assets ormerging with it as long as such assignee agrees in writing to assume allobligations under this Agreement and such assignee is not a competitor ofIONA.  IONA may transfer its rights andobligations under this Agreement at any time without notice to or the consentof BroadVision.

**13.**        **DURATION.**

             This Agreement shall be effectiveas of January 1, 1998 and shall remain in force until December 31,2001, unless terminated as provided herein, or by agreement of the parties.

 

**14.**        **TERMINATION.**

**14.1**     In addition to the termination provisions ofSection 3.5 herein, this Agreement and the license granted hereunder may beterminated by IONA upon (a) written notice to BroadVision in the eventBroadVision breaches any of the provisions of this Agreement, which breach hasnot been remedied within fifteen (15) days of notification thereof, or(b) failure by BroadVision to pay license fees under the terms specifiedin this Agreement.

**14.2**     Upon expiration of this Agreement, alllicenses and rights granted to BroadVision, except BroadVision’s right to usethe Software internally, shall terminate. Upon termination of this Agreement for cause, all licenses and rightsgranted to BroadVision shall terminate without exception.

**14.3**     All licenses granted by BroadVision inrespect of Developed Software and Integrated Orbix Development Licenses andStandalone Orbix Development Licenses shall continue in full force and effectin accordance with this Agreement, notwithstanding the expiration hereof.

**14.4**     The provisions of Sections 1, 2, 9, 10,and 11 through 16 and the definitions of this Agreement shall survive thetermination of this Agreement (for any reason).  BroadVision must promptly pay to IONA any amounts payable byBroadVision and damages, if any, incurred by IONA.

**15.**        **EXPORTADMINISTRATION ACT.**

             BroadVision agrees that unlessprior written authorization is obtained from the United States Bureau of ExportAdministration, or the United States Export Administration Regulationsexplicitly permit the re-export without such written authorization, or from anyother applicable governmental authority, it will not export, re-export, ortransship, directly or indirectly, the Product or any technical data disclosedor provided to BroadVision, or the direct product of such technical data, tocountry groups Q, S, W, Y or Z (as defined in the Export AdministrationRegulations) or to any other country as to which the U.S. or other governmenthas placed an embargo against the shipment of products, or types of products,which is in effect during the term of this Agreement.

**16.**        **GENERAL.**

**16.1**     **ReferenceSite.**  IONA may direct any press inquiries aboutthe Products to BroadVision, who shall use commercially reasonable efforts torespond to such inquiries.  BroadVisionmay objectively critique the Software, but agrees not to unjustifiablycriticize IONA or the Software or to make unjustifiable negative comparisons betweenthe Software and competitive products or IONA and its competitors.

 

**16.2**     **Amendment,Waiver.**  No modification or waiver of any provisionof this Agreement shall be binding on ether party unless specifically agreedupon in a writing signed by both parties hereto.  Any failure or delay by IONA to exercise or enforce any of therights or remedies granted hereunder will not operate as a waiver thereof.  No waiver by IONA of any breach of thisAgreement will operate as a waiver of any other or subsequent breach.

**16.3**     **Severability.**  Ifany provision of this Agreement is found invalid or unenforceable, thatprovision will be reformed, construed and enforced to the maximum extentpermissible, and the other provisions of this Agreement will remain in full forceand effect.

**16.4**     **Law andjurisdiction.**  This Agreement shall be governed by andconstrued in accordance with the laws of the Commonwealth of Massachusetts andthe parties hereby irrevocably submit to the venue and jurisdiction of thecourts of the Commonwealth of Massachusetts.

**16.5**     **EntireAgreement.**  BroadVision has read this Agreement andagrees to be bound by its terms, and further agrees that this Agreementconstitutes the complete and entire agreement of the parties and supersedes allprevious communications, oral or written, and all other communications betweenthem relating to the subject matter hereof. No representations or statements of any kind made by either party, whichare not expressly stated herein, shall be binding on such party.

| **IONA TECHNOLOGIES, INC.** |                         | **BROADVISION, INC.** |
|-----------------------------|------------------------------|-----------------------|
|                        |                         |                  |   |   |
|                        |                         |                  |   |   |
| By:                         | /s/Lindsay Kiang             |                  | By: | /s/Randall Bolten |
|                        |                              |                  |   |  |
| Name:                       | Lindsay Kiang                |                  | Name: | Randall Bolten |
|                        |                              |                  |   |  |
| Title:                      |  Senior  Vice President |                  | Title: | Chief Financial Officer |
|                        |                              |                  |   |  |
| Date:                       | June 29, 1998                |                  | Date: | June 30, 1998 |
|                        |                              |                  |   |  |

 

 

**SCHEDULEA**

**FEESCHEDULE**

**(a)**         **Internal UseDevelopment Licenses.** BroadVision shall pay IONA [***]ofthe [***] for all OrbixDevelopment Software and Annual Support licensed by BroadVision for its owninternal use.

**(b)**         **IntegratedOrbix Development Licenses.** BroadVision shall pay IONA [***]of the [***] for all IntegratedOrbix Development Software licensed for “full use” and as part of an integratedoption to the BroadVision One-To-One Development System.

**(c)**         **StandaloneOrbix Development Licenses.** BroadVision shall pay IONA [***]of the [***] for all Standalone,Orbix Development Licenses.

**(d)**         BroadVisionshall pay IONA [***] of its [***] for all BroadVision licenses,including BroadVision One-To-One Development System Licenses.

**(e)**         BroadVisionshall provide first-line support for all Orbix Development Software licensed byBroadVision.  IONA shall provideBroadVision with second-line support as described in Schedule B.  In consideration thereof, for each supportcontract sold by it, BroadVision shall pay to IONA [***] of IONA’s [***],which shall be remitted to IONA in accordance with the provisions of theAgreement.

**(f)**         **Current IONAList Prices**(effective for the purposes of this Agreement as ofJanuary 1, 1998).  IONA shall havethe right to change its List Prices at its sole discretion upon fifteen (15)days prior notice to BroadVision.

|        | **License** | **Support** |
|-------------|-------------|-------------|
| Orbix (C++) |        |        |
|        | Unix        | [***]       | [***] |
|        | Windows NT  | [***]       | [***] |

** **

 

**SCHEDULEB**

**TERMSFOR SUPPORT AND MAINTENANCE**

**Orbix®Technical Support and Maintenance Terms**

**1.**          **IONAOBLIGATIONS.**

**1.1**        IONA will provide an electronic mailTechnical Support service for BroadVision between the hours of 4:00 a.m. and5:30 p.m. Eastern Standard Time (EST), Monday to Friday, excluding PublicHolidays.  IONA will provide a singleInternet mail address to which all Technical Support queries may be directed.

**1.2**        IONA will provide a FAX Technical Supportservice for BroadVision between the hours of 4:00 a.m. and 5:30 p.m. EasternStandard Time (EST), Monday to Friday, excluding Public Holidays.  IONA will provide a single FAX number towhich all Technical Support queries may be directed.

**1.3**        Telephone Technical Support and TechnicalSupport outside of the hours specified in paragraphs 1.1 and 1.2 can beprovided subject to written agreement between IONA and BroadVision on specificteens and fees payable.

**1.4**        For the duration of the period in whichBroadVision has purchased support, IONA will provide to BroadVision, free offurther charge, copies of Minor and Point Releases to the Products.  “Minor Release” shall mean the release of anIONA Product where, if the product version number is designated as x.y.z., thedigit represented by “y” is changed to one digit higher.  A Minor Release normally includes minorfeature and functionality changes and enhancements.  “Point Release” shall mean the release of an IONA Product where,if the product version number is designated as x.y.z., the digit represented by“z” is changed to one digit higher.  APoint Release normally consists of bug fixes and error corrections.

**1.5**        Expedited resolution of software malfunctionscan be provided subject to written agreement between IONA and BroadVision onspecific terms and fees payable.

**1.6**        IONA is not required offer the services ofany named individual in respect of the above Technical Support undertakingsexcept as IONA and BroadVision may specifically agree in writing.

**2.**          **BROADVISIONRESPONSIBILITIES.**

**2.1**        BroadVision will nominate one representativewho will be the primary representative for the purposes of technical supportand will be the named recipient of software updates.  BroadVision may change the nominated representative at any timeby notifying IONA in writing.

**2.2**        BroadVision will direct initial supportqueries to the electronic mail address or FAX number set forth below and willnot direct such queries directly to IONA personnel.

** **

 

**3.**          **PAYMENT.**

             All fees for technical support andmaintenance for each year of support are to be invoiced at the [***] and shall be payable as setforth in the Agreement.

**4.**          **CONTACTDETAILS.**

**4.1**        The IONA Technical Support FAX numberis:  +353-1-662-5244; or +1617-949-9001.

**4.2**        The IONA Technical Support electronic mailaddress is:  support@iona.com

 

**SCHEDULEC**

**PRODUCTPLATFORMS**

SolarisHP-UXDECSGIIRIXWindows NT

 

**AMENDMENT1 TO**

**ORBIXDEVELOPMENT AND RUNTIME LICENSE AGREEMENT**

             **WHEREAS,**** **BroadVision, Inc. (“BroadVision”) and IONATechnologies, Inc. (“IONA”) are parties to an agreement entitled “IONAIndependent Software Vendor Agreement” dated June 26, 1998 (the“Agreement”);

             **WHEREAS,** the Partieswish to amend the terms of the Agreement as set forth below;

             **NOW,THEREFORE,**** **inconsideration of the mutual covenants and agreements hereinafter set forth, theparties agree as follows:

             1.          In order to addadditional IONA platforms and services to the Agreement, the attached FirstAmended Schedule C shall replace the original Schedule C which shall be deletedin its entirety, and the attached supplemental Schedule F is hereby added toand made part of the Agreement as if a part of the original.

             2.          The First Amended Schedule C shall serve asthe Schedule C referred to in the Agreement with respect to the BroadVisionProducts.  As outlined in the FirstAmended Schedule C, the SGI-IRIX platform will be replaced by the IBM AIXoperating system platform as platforms licensed and supported inAgreement.  SGI-IRIX shall no longer bea permitted development platform.

             3.          Customer will pay [***] runtime license feeof [***] (the “Initial Deployment Payment”) to establish the following:

| • | The First Amended Schedule C development  platforms internal use license will be extended through December 31,  2004.                                                                                                                                                                                                                                                                                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| • | The runtime royalties associated with the  First Amended Schedule C development platforms (which are currently bought  out through [***]), shall,  upon execution of this Amendment, [***]  through [***].                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| • | Subject to the terms and conditions on  Schedule F, Customer will be entitled to distribute an aggregate of [***] worth (gross license revenue  due to BroadVision) of BroadVision Developed Software with Licensed OS/390  Software runtime components embedded on a [***], and Customer shall be entitled to [***] royalty rate on any subsequent distribution of BroadVision  Developed Software which contains embedded Licensed OS/390 Software runtime  components until [***]. |

             **4.**          Schedule F will beadded to the Agreement and will outline the additional terms and conditions forlicense of the Orbix 2.3 for OS/390 UNIX System Services (USS) Version 1Release 3 product (the “Licensed OS/390 Software”).  As further detailed in Schedule F, theLicensed OS/390 Software will be licensed for a [***] for a Project Developmentlicense, plus additional royalties for customer deployments, as set forth inSchedule F.

             **5.**          With the additionof the changes noted above, the original terms of the Agreement remain in fullforce and effect.

             **6.**          Summary of PaymentsDue on signing:  (1) [***] for theterms outlined in Paragraph 3 above and Schedule F, and (2) [***] for theterms outlined in Paragraph 4 above and Schedule F.  Total due upon signing: [***].

             **IN WITNESSWHEREOF,**** **the partieshave executed this Agreement Amendment as of the date set forth below.

| **IONA TECHNOLOGIES, INC.** |                           | **BROADVISION, INC.** |
|-----------------------------|--------------------------------|-----------------------|
|                        |                           |                  |   |   |
|                        |                           |                  |   |   |
| By:                         | /s/Robert Walmsley             |                  | By: | /s/Randall Bolten |
|                        |                                |                  |   |  |
| Name:                       | Robert Walmsley                |                  | Name: | Randall Bolten |
|                        |                                |                  |   |  |
| Title:                      | Vice President, American Sales |                  | Title: | Chief Financial Officer |
|                        |                                |                  |   |  |
| Date:                       | 9/30/99                        |                  | Date: | 9/30/99 |
|                        |                                |                  |   |  |

** **

 

**FIRSTAMENDED SCHEDULE C**

**PRODUCTPLATFORMS**

SolarisHP-UXDEC UNIXIBM AIXWindows NT

 

**SCHEDULE F**

**ISVDEVELOPMENT AND DEPLOYMENT WITH ORBIX FOR OS/390**

**DEVELOPMENT WITH LICENSEDOS/390 SOFTWARE PLATFORM**

             Customer will pay a [***] Project Development license feeof [***] to establish a ProjectDevelopment license for development work with the Licensed OS/390Software.  This Project Developmentlicense can be used only for the development of BroadVision Developed Software(as defined in the Agreement); this Project Development license cannot be usedfor non-BroadVision Developed Software-related development work.  This Project Development license permits theuse of this Licensed OS/390 Development Software only on such number ofmachines that is reasonably necessary for these activities.

**DEPLOYMENT OF EMBEDDED LICENSEDOS/390 SOFTWARE RUNTIME COMPONENTS**

             As stated on Amendment 1, Customerwill be entitled to distribute an aggregate of [***] worth (gross license revenue due to BroadVision) ofBroadVision Developed Software with Licensed OS/390 Software runtime componentsembedded on a [***], andCustomer shall be entitled to a [***]royalty rate on any subsequent distribution of BroadVision Developed Softwarewhich contains embedded Licensed OS/390 Software runtime components until [***].

             Royalties for BroadVision DevelopedSoftware with the embedded Licensed OS/390 Software runtime components shall bepaid [***] (after the [***] gross license fees due toBroadVision are reached).

**RESALE OF ORBIX FOR OS/390PLATFORM**

             IONA grants Customer a license toresell, pursuant to Section 5 of the Agreement, the Orbix for OS/390product line.  For each product orcomponent resold, the royalty rates set forth on Schedule A shallapply.  Pricing for the OS/390 softwareis determined on a per-machine basis; IONA shall furnish Customer with IONA’slist price for each machine classification.

** **

 

**AMENDMENT2 TO**

**ORBIXDEVELOPMENT AND RUNTIME LICENSE AGREEMENT**

             **WHEREAS,** BroadVision,Inc., of 585 Broadway, Redwood City, CA 94063, (“BroadVision”) and IONATechnologies, Inc., of 200 West Street, Waltham, MA 02451 (“IONA”) are partiesto an agreement entitled “IONA Independent Software Vendor Agreement” datedJune 26, 1998 (the “Agreement”);

             **WHEREAS,**** **the Parties wish to amend the terms of the Agreementas set forth below;

             **NOW,THEREFORE,**** **inconsideration of the mutual covenants and agreements hereinafter set forth, theparties agree as follows:

             **1.**          In order to add anadditional level of support services to the Agreement, Section 8 of theAgreement entitled “Support” is amended by adding the following language to theend of the sentence:  “, or may purchasethe support services set forth on Schedule E - ISV Gold Elevated Support Termsand Conditions for the prices set forth on Appendix I to Schedule E.

             **2.**          The attachedsupplemental Schedule E - ISV Gold Elevated Support Terms and Conditions ishereby added to and made part of the Agreement as if a part of the original.

             **3.**          The followingadditional amounts are due upon execution of this Amendment:  [***].

             **4.**          With the additionof the changes noted above, the original terms of the Agreement (as amended byAmendment One) remain in full force and effect.

             **IN WITNESSWHEREOF,** the parties have executed this Agreement Amendmentas of the date set forth below.

| **IONA TECHNOLOGIES, INC.** |                  | **BROADVISION, INC.** |
|-----------------------------|-----------------------|-----------------------|
|                        |                  |                  |   |   |
|                        |                  |                  |   |   |
| By:                         | /s/Robert S. Potter   |                  | By: | /s/Clark Catelain |
|                        |                       |                  |   |  |
| Name:                       | Robert S. Potter      |                  | Name: | Clark Catelain |
|                        |                       |                  |   |  |
| Title:                      | Senior Vice President |                  | Title: | Vice President |
|                        |                       |                  |   |  |
| Date:                       | 12/17/99              |                  | Date: | 11/29/99 |
|                        |                       |                  |   |  |

** **

 

**SCHEDULEE**

**ISVGOLD ELEVATED SUPPORT TERMS AND CONDITIONS**

**GoldCustomer Service Terms**

**GOLD SUPPORT FEATURES**

             IONA shall provide the followingelevated support services to Customer for the products listed in Appendix IIaffixed hereto (“IONA Products”).

**HELPDESK**

             Customer shall have access toIONA’s Helpdesk for e-mail and telephone assistance on a 24 x 7 (24 hours a dayX 7 days a week) coverage basis.

**PRIORITIZATION**

             Customer’s issues shall be dealtwith through Gold priority queues to ensure that issues reported by customerreceive top priority for resolution, guaranteeing that these requests areaddressed separately to requests from lower-tier support customers.

**SERVICE ESTABLISHMENT**

             IONA shall provide two days ofCustomer Services Consultancy (either on-site, off site or a combination ofboth, as determined necessary by both parties) to complete the serviceestablishment process.  IONA’sconsultants will undertake a documented review of the customer’s deploymentarchitecture and usage of IONA Products and the projects using those products.

**DEDICATED E-MAIL ALIAS**

             A dedicated E-mail alias will becreated for the customer.  IONAemployees subscribing to this address will include, but not be limited to, thetechnical account manager, the engineers working on high severity issues, andthe IONA sales account manager dealing with the customer.

**TECHNICAL ACCOUNT MANAGER (TAM)**

             IONA shall assign a TechnicalAccount Manager (TAM) who will be available to represent the customer withinIONA.  The TAM will maintain regularcontact with the customer and develop an understanding of the customer’s systemrequirements and applications.  The TAMshall keep up to date with any issues/escalations by arranging regular statusreview/teleconferences, providing assistance with the resolution of a specifichigh priority escalated issues.  Anoperational guide shall be drafted by the TAM and else customer together assupport commences.  This document shallserve to, establish mutually agreed process and contact points in order tofacilitate effective support services and co-operation between tile Customerand IONA.

**OPEN ISSUES REVIEW MEETING**

             An open issue review meeting(video/phone conference) will be carried out regularly (every 2 weeks or asotherwise agreed by the parties) to discuss the status of all issues reportedby Customer, and to ascertain the professional services requirements ofCustomer.  In advance of these meetings,a report will be sent to the Customer with information on the status of anyopen issues.  IONA shall usecommercially reasonable efforts to ensure that Customer is made aware of knownproblems which may impact on Customer’s environments.

**PRODUCT RELEASES**

             IONA shall provide Customer withreasonable notice of all IONA Product releases.

             IONA shall provide all Minor andPoint Releases free of charge.  A MinorRelease means the release of an IONA Product where, if the product versionnumber is designated as x.y.z, the digit represented by “y” is changed to oneor more digits higher.  A Minor Releasenormally includes minor feature and functionality changes and enhancements.  A Point Release means the release of an IONAProduct where, if the product version number is designated as x.y.z, the digitrepresented by “z” is changed to one or more digits higher.  A Point Release normally consists of bugfixes, error corrections and/or minor changes or enhancements.

             Major Releases shall be madeavailable to Customer for [***]of [***].  A Major Release means the release of an IONAProduct where, if the product version number is designated as x.y.z., the digitrepresented by “x” is changed to one or more digits higher.  A Major Release normally includessignificant feature and functionality changes and enhancements.

**PREMIER TARGET PERFORMANCELEVELS**

             IONA will work to Premier TargetPerformance levels, whereby IONA provides advanced application development anddeployment support with aggressive performance targets for tackling urgentproblems.

**MIGRATION ASSISTANCE**

             Where an issue reported by Customerhas been addressed by IONA in a more recent Minor or Point Release, and there issource code compatibility between the two releases, IONA will assist Customerin upgrading to the more recent release, rather than making a defect correctionpatch available to the customer.

**ISSUE ESCALATION**

             Issue Escalation is apriority-based escalation process to ensure that issues that cannot be resolvedimmediately are flagged and promoted in priority.  Customer’s TAM shall ensure that the appropriate expert resourcesare allocated to resolution of the issue.

** **

 

**CUSTOMER CONTACT NOMINEES**

             The Customer must register aprimary technical contact.  Allinquiries and problem reports must be submitted to IONA by this named contactor a nominated alternative contact who has been previously identified to IONA.  Where necessary, Customer may nominateadditional Customer contacts up to a maximum of three nominees per Customer.

**PRIORITY ON-SITE ASSISTANCE**

             Customer Services Consultant may bemade available, at short notice, to visit customer’s site to assist withidentification and resolution of the problem at IONA’s standard consultancyrates.

**FREE ANNUAL CONFERENCEREGISTRATION**

             Customer shall be entitled tonominate a representative to attend the annual IONA user’s conference (IONAWorld) free of charge, in order to keep abreast of developments in the technologiesand know-how.

**ON-LINE SERVICES**

             In addition to the services set outabove, Customer shall have access to IONA Online.  Which is a web-based support system aimed at providing IONA’scustomers with access to timely and comprehensive technical support.  The features of this service include:

| • | 24x7 access                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| • | Solutions to common technical problems can be  referenced from a repository of information with a powerful search engine  that enables full-text queries against all published data in technical  support bulletins (“the Knowledge Base”).   The Knowledge Base includes technical tips and FAQs section for each  product.  The customer is encouraged  to search the Knowledge Base and release notes prior to submitting a query or  a problem report. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| • | Latest product release notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| • | Expert Zone delivering product-specific  alerts, de-support notices for products which are to be obsoleted, and latest  product versioning information including currently supported version.                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| • | Update Center for downloading fixes as well as  information on bugs that have been discovered subsequent to release of the  IONA Product and detailed instructions on applying patches.                                                                                                                                                                                                                                                                                        |

**PREMIER SUPPORT PERFORMANCELEVELS**

             Commencing within fifteen businessdays of the date of execution hereof.

** **

 

**SEVERITY DEFINITIONS**

             Issues reported by Customer will beprioritized in accordance with the following severity level definitions:

| Severity Level |   | Description                                                                                                                                                                                                                                                     |
|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                 |
| 1 - Critical   |   | Proven failure of the IONA Product in the  field. The product is unusable, resulting in a critical impact on the  operation. No workaround is available.                                                                                                        |
|           |   |                                                                                                                                                                                                                                                            |
| 2 - Serious    |   | The IONA Product will operate but its  operation is severely restricted. No workaround is available.                                                                                                                                                            |
|           |   |                                                                                                                                                                                                                                                            |
| 3 - Moderate   |   | The IONA Product will operate with limitations  that are not critical to the overall operation. For example a workaround  forces a user and/or a systems operator to use a time consuming procedure to  operate the system, or removes a non-essential feature. |
|           |   |                                                                                                                                                                                                                                                            |
| 4 - Low        |   | The IONA Product can be used with only slight  inconvenience.                                                                                                                                                                                                   |

**RESPONSE TIMES**

             IONA’s HelpDesk commits to the followingResponse Times for reports of issues, received within the hours specified inSection 1.1.  Response Time means thetime elapsed from initial receipt of an issue report by IONA to thenotification try IONA that the issue report has been logged and a suitableengineering resource has been assigned to its resolution:

| Severity Level |   | Response Time |
|----------------|--------|---------------|
|                |   |               |
| 1 - Critical   |   | [***]         |
| 2 - Serious    |   | [***]         |
| 3 - Moderate   |   | [***]         |
| 4 - Low        |   | [***]         |

**ASSISTANCE**

             IONA shall assign customer supportengineers to work continually on higher severity issues until the issue isresolved, as detailed in the following table:

| Severity Level |   | Gold Assistance |
|----------------|--------|-----------------|
|                |   |                 |
| 1 - Critical   |   | [***] work      |
| 2 - Serious    |   | [***] work*     |
| 3 - Moderate   |   | [***] work*     |
| 4 - Low        |   | [***]           |

             *In Time Zone specified in AppendixII

 

**VERSION SUPPORT**

             It is IONA’s policy to providesupport for product releases as follows:

•            MajorReleases are supported for a period of [***]after the release of the next Major Release

•            MinorReleases are supported for a period of [***]after the release of the next Minor or Major Release

•            Fixesfor confirmed bugs will be made on top of the latest Point Release for allproducts

•            Productpatches are cumulative and may contain fixes for bugs other than the one(s) theCustomer has identified.

Based on mutual agreement with the customer andupon payment of an additional fee, IOWA will maintain older versions of somede-supported versions of its licensed products up to a maximum of [***] after they become de-supported.

**CUSTOMER COMMITMENTS**

**CustomerTesting**

             Customer agrees to comprehensivelytest, prior to deployment, any applications developed using IONA Products.  Customer’s testing should be reasonablyrepresentative of Customer’s actual deployment environment.

**IssueReporting**

             In order to assist IONA inachieving the level of service required hereunder, the Customer must providefunctioning test code which clearly reproduces the problem in the IONAProducts.  The test case delivered mustbe reproducible on IONA’s system within IONA’s test suite.  Obtaining permission from third parties forthe submission of test cases containing any third party software or librariesshall be the responsibility of Customer. IONA’s test suite requirements shall be furnished to Customer as part ofthe Service Establishment process

             The Customer shall also provide,via email, a complete definition of the problem encountered when reportingissues to IONA’s Help Desk. This will include, but not be limited to, thecontact identification of a named contact and specific information identifyingthe IONA Product(s) to which the enquiry relates.

** **

 

**EXCLUSIONS**

             The services provided hereunder arenot available in respect of:

•            useof the IONA Products other than in accordance with the relevantDocumentation.  Documentation  means the Programmer’s Reference Guide, theIONA Product release notes and manuals, or

•            anymodification to the IONA Product, not performed by or on behalf of IONA,including any unapproved changes to configuration and/or scalability.

**NON-SOLICITATION**

             The Customer agrees that for theduration of this Agreement and for a period of twelve months after thetermination or expiration of this Agreement no offer of employment will be madeto any IONA personnel who are involved in the provision of services hereunder(whether customer engineering, product development, professional servicespersonnel or others) without the prior written consent of IONA.

**FEES AND PAYMENT**

•            Allfees for Technical Support and Maintenance are [***] upon the Effective Date of the Agreement and [***] thereof upon renewal unlessotherwise agreed between the parties.

•            Wherefees payable hereunder are often [***],  IONA reserves the right to withholdTechnical Support services until such fees are received.

**DURATION**

             The support services herein shallbe available for an initial term of [***]commencing on the date of execution hereof. Thereafter their availability shall automatically renew for additionalperiods of [***] at the pricesspecified herein unless either party delivers adequate written notice of theirintention to terminate upon the anniversary of the execution date.

**WARRANTY AND LIMITED LIABILITY**

             UNLESS OTHERWISE INDICATED IN THEWRITTEN DOCUMENTATION ACCOMPANYING AN INDIVIDUAL PATCH, ALL PATCHES ANDBUG-FIXES DELIVERED HEREUNDER ARE DELIVERED “AS IS” WITHOUT WARRANTY OF ANYKIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITEDTO, ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ORANY WARRANTY AS TO NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTYRIGHTS.  IONA SPECIFICALLY DISCLAIMS ANYWARRANTY THAT THE FUNCTIONS CONTAINED IN THE MATERIAL OR THE RESULTS OF USE WILLMEET YOUR REQUIREMENTS,  THAT THE OPERATIONOF THE MATERIAL WILL BE UNINTERRUPTED OR ERROR FREE.

 

             In no event will IONA be liable forindirect, consequential, incidental or special damages OR FOR DAMAGES FOR LOSSOF DATA, which may arise in respect of the IONA Products, product updates, informationand advice supplied hereunder, or for loss of profit, business, revenue,goodwill of anticipated savings, even if IONA has been advised of thepossibility of such damages.  Themaximum liability of IONA shall be limited to refund to Customer the price paidby Customer for the IONA Products.  Somejurisdictions do not allow the limitation or exclusion of liability forincidental or consequential damages, so the above limitation or exclusion maynot apply to you.

** **

 

**APPENDIXI**

**SUPPORTPRICING**

**All pricing is based on anannual fee.  All fees are due-annuallyin advance and are payable within [***] of receipt of invoice.  Fees are:**

**FOR ISV GOLD ELEVATED SUPPORT([***]):**

ISV GoldElevated Support for BroadVision will be calculated as the [***] of [***] of all development licenses in use by BroadVision personnelor contractors.  ISV Gold Elevated  Support for OS/390 shall be calculated as [***] of the Project DevelopmentLicense fee for OS/390].  Supportcalculations shall be based on the following license fees:

| # of Developers & Platforms   | List Price Licenses | %      | Gold Support Fee |
|-----------------------------------|---------------------|--------|------------------|
|                                   |
| 18 UNIX; 7 Windows                | [***]               | [***]  | [***]*           |
| Project Development on OS/390 USS | [***]               | [***]  | [***]            |
|                                   |
|                              |                | TOTAL: | [***]            |

*Subject to [***] Gold Support MinimumBroadVisionhas the option of engaging support of the OS/390 USS Development Project at anytime during the support period [***]subject to 6 weeks advance written notice of intent to engage OS/390Development Project support and payment of balance of support fee as describedbelow:

[***] GoldSupport Fee [***] Gold Support [***] for OS/390 USS Support.  If BroadVision chooses to engage support forthe OS/390 USS Development Project any time after 11/1/99 such support will befor an [***] period commencingin the month that such support is engaged and renewable on the anniversary date[***] later for a price equal to[***] of the Orbix OS/390Development Licenses purchased as of that date.

Where Customer [***] to IONA for embedded LicensedOS/390 Software products, Customer will owe [***] in connection with IONA’s second line support of theembedded Licensed OS/390 Software products. Upon renewal, [***]accrued for Customer’s deployment of additional Orbix development licenses willbe [***].

 

**APPENDIXII**

**PROJECTDESCRIPTION**

The followingprojects and products are, covered by this support agreement:

| PROJECT NAME                              | BroadVision One-To-One family of software  products including One-To-One Commerce, One-To-One Financial, One-To-One  Knowledge, and One-To-One Enterprise.                                                                                                                                                                                                                               |
|-------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| PROJECT DESCRIPTION                       | BroadVision’s products  currently embed Orbix in the following configurations:[***]  BroadVision intends to [***]  over the course of [***] for  the [***] applications on  Solaris, HP-UX, AIX and NT.   Additionally, BroadVision intends to [***] for [***] product  line as an additional supported platform.   Release levels are identified in the Schedule F. |
| PROJECT LOCATION AND APPLICABLE TIME ZONE | BroadVision’s primary facilities for  development and corporate offices are in Redwood City, CA (Pacific time  zone).  BroadVision may use IBM  porting centers to assist in the port of the One-To-One applications  (including Orbix) to the OS/390 platform.   These porting centers will be in North America.                                                         |

**PRODUCTS COVERED**

The Productsand details will be taken from a web-based list of supported products

| **Product (code)****                                                                              | **Version** | **Platform**              | **Compiler**        |
|---------------------------------------------------------------------------------------------------|-------------|---------------------------|---------------------|
| ****                                                                                              | ****        | ****                      | ****                |
| Orbix (s1473)                                                                                     | 3.0         | Solaris 2.6               | SPARCompiler 4.2    |
| Orbix (s1474)                                                                                     | 3.0         | Windows NT 4.0            | VC++ 6.0            |
| Orbix (s1475)                                                                                     | 3.0         | HP-UX 10.20               | HP ANSI C++ A.01.18 |
| Orbix (s1477)                                                                                     | 3.0         | HP-UX 11                  | HP ANSI C++ A.03.13 |
| Orbix (s1478)                                                                                     | 3.0         | AIX 4.3.2                 | IBM C++ 3.6.4       |
| Orbix (s1480)                                                                                     | 3.0         | Digital Unix (OSF/1) 4.0E | CXX 6.1             |
|                                                                                              |        |                      |                |
| The following product will be covered if/when  the OS390 Support option is activated by Customer: |        |                      |                |
| Orbix (s1235)                                                                                     | 2.3         | OS/390 USS V1 RS          | Native C++          |

----

**(1) ISV GoldElevated Support shall not be available for any given installation at theCustomer until a representative of IONA Support organization has inspected andapproved the installation for elevated support.  (2) If the root cause of an elevated support problem is notdirectly related to the operation of IONA’s Orbix for OS/390 Software, Customershall be billed on a time and materials basis at IONA’s then prevailingconsultancy rates for work of a similar nature.

 

**AMENDMENT 3 TO****ORBIX DEVELOPMENT AND RUNTIMELICENSE AGREEMENT**

             **WHEREAS****,** BroadVision, Inc. (“BroadVision”) and IONATechnologies, Inc. (“IONA”) are parties to an agreement entitled “IONAIndependent Software Vendor Agreement” dated June 26, 1998, as amended inAmendment One on September 30, 1999 and as amended in Amendment Two onDecember 17, 1999 (the “Agreement”);

             WHEREAS, the Parties wish to amendthe terms of the Agreement as set forth below;

             NOW THEREFORE, in consideration ofthe mutual covenants and agreements hereinafter set forth, the parties agree asfollows:

**1.**          The Agreement is amended by the addition of anew Schedule J to read in its entirety as attached.

**2.**          Schedule E - ISV Gold Elevated SupportTerms and Conditions of the Agreement is amended under “Product Releases” toinclude major upgrades as follows.  Theexisting section entitled “Product Releases” is struck and replaced so that itreads in its entirety as follows:

**“ProductReleases**IONA shallprovide Customer with reasonable notice of all IONA Product releases- IONAshall provide all *Major*, Minorand Point Releases free of charge.  AMajor Release means the release of an IONA Product where, if the productversion number is designated as x.y.z, the digit represented by “x” is changedto one or more digits higher. * A Major Release normally includes significantfeature and functionality changes and enhancements.  A Minor Release means the release of an IONA Product where, ifthe product version number is designated as x.y.z, the digit represented by “y”is changed to one or more digits higher. A Minor Release normally includes minor feature and functionalitychanges and enhancements.*  APoint Release means the release of an IONA Product where, if the productversion number is designated as x.y.z, the digit represented by “z” is changedto one or more digits higher.  A PointRelease normally consists of bug fixes, error corrections and/or minor changesor enhancements.

**3.**          With the addition of the change noted above,the original terms of the Agreement (as amended by Amendments One and Two)remain in full force and effect.

 

             **IN WITNESSWHEREOF****,** the partieshave executed this Agreement Amendment as of the date set forth below:

| **IONA TECHNOLOGIES, INC.** |                           | **BROADVISION, INC.** |
|-----------------------------|--------------------------------|-----------------------|
|                        |                           |                  |   |   |
|                        |                           |                  |   |   |
| By:                         | /s/Robert Walmsley             |                  | By: | /s/Scott Neely |
|                        |                                |                  |   |  |
| Name:                       | Robert Walmsley                |                  | Name: | Scott Neely |
|                        |                                |                  |   |  |
| Title:                      | Vice President, Americas Sales |                  | Title: | Vice President |
|                        |                                |                  |   |  |
| Date:                       | April 3, 2000                  |                  | Date: | April 3, 2000 |
|                        |                                |                  |   |  |

** **

 

**SCHEDULEJ**

**ISVDEVELOPMENT AND DEPLOYMENT WITH ORBIXWEB**

             In exchange for payment of a [***] in the amount of [***] and execution of this Amendment,Customer shall be entitled to add OrbixWeb 3.2 and Orbix2000 to the existingportfolio of licensed IONA products for use, distribution and resale’ accordingto the same toms and conditions provided by the Agreement with respect to othernon-OS/390 Software.  For the sake ofclarity, this shall include updates to OrbixWeb 3.7 and Orbix2000 as providedunder the existing Gold Elevated Support terms.

             IONA’s list price for reference in connectionwith resale of OrbixWeb per Developer per platform per the Agreement is [***] and Support is [***], and IONA’s list price forreference in connection with resale of Orbix2000 per the Agreement is [***] per Developer on Windows orLinux, and [***] per Developeron UNIX and Support is [***] and[***] respectively.

 

**CONFIDENTIAL**

**AMENDMENT4 TOORBIX DEVELOPMENT AND RUNTIME LICENSE AGREEMENT**

             **WHEREAS****,** BroadVision, Inc., of 585 Broadway, Redwood City,CA 94063, (“BroadVision”) and IONA Technologies, Inc., of 200 West Street,Waltham, MA 02451, (“IONA”) are parties to an agreement entitled “IONAIndependent Software Vendor Agreement” dated June 26, 1998, as amended (the“Agreement”); and

             **WHEREAS****,**the Parties wish to amend the terms of the Agreementas set forth below:

             **NOWTHEREFORE****,** inconsideration of the mutual covenants and agreements hereinafter set forth, theparties agree as follows:

**8.**          The November 17, 2000 letter from IONA toBroadVision giving notice to terminate Gold Support is withdrawn and IONAacknowledges that Gold Support remains in effect.

**9.**          Appendix I to Schedule E – *ISV Gold Elevated Support Terms and Conditions*shall be replaced in its entirety by Appendix I- Gold Elevated Support Pricing,attached hereto.

**10.**        Appendix II to Schedule E – *ISV Gold Elevated Support Terms and Conditions*shall be replaced in its entirety by Appendix II – *Project Description,* attached hereto.

**11.**        In order to add additional IONA products andplatforms to the Agreement, the First Amended Schedule C shall be furtheramended to add the Compaq Tru64 platform.

**12.**        A new Schedule K – *Licenses for Compaq Tru64 and IPAS (J2EEApplication Server)*,shall be added, to read in its entirety as attached.

**13.**        Neither party will issue any press releaseregarding this Amendment 4 or its terms unless mutually agreed.

**14.**        All amounts due hereunder are due net15.  This Amendment 4 will serve asBroadVision’s purchase order for the software licenses and the first year’ssupport as provided for hereunder.

**15.**        Except as provided above, the original termsof the Agreement, as amended by Amendments 1, 2 and 3, shall remain in fullforce and effect.

 

             **IN WITNESSWHEREOF****,**the partieshave executed this Amendment as of the date of last signature below:

| **IONA TECHNOLOGIES, INC.** |                           | **BROADVISION, INC.** |
|-----------------------------|--------------------------------|-----------------------|
|                        |                           |                  |   |   |
|                        |                           |                  |   |   |
| By:                         | /s/Robert Walmsley             |                  | By: | /s/Scott Neely |
|                        |                                |                  |   |  |
| Name:                       | Robert Walmsley                |                  | Name: | Scott Neely |
|                        |                                |                  |   |  |
| Title:                      | Vice President, Americas Sales |                  | Title: | Vice President |
|                        |                                |                  |   |  |
| Date:                       | January 3, 2001                |                  | Date: | January 3, 2001 |
|                        |                                |                  |   |  |

** **

 

**CONFIDENTIAL**

**APPENDIX I****-GOLD ELEVATED SUPPORT PRICING**

**For ISV Gold Elevated Support:**

ISV GoldElevated Support for BroadVision will be a [***] per year for the duration of the contract and due annuallyupon the anniversary date of the contract. The Agreement is currently scheduled to terminate on December 31,2004.  The [***] amount represents the [***] for Gold Support up to [***] developers, but support shall not be provided for the OS/390product.

Old VersionSupport for Version 2.2 and 2.3 products will be dealt with on a “time andmaterials” basis for engineering and Professional Services, plus reasonabletravel and entertainment expenses.

 

**CONFIDENTIAL**

**APPENDIX II****-PROJECT DESCRIPTION**

The followingprojects and products are covered by this support agreement:

**Projects Covered**

| PROJECT NAME                              | BroadVision One-To-One family of software  products including, limitation, Retail Commerce, Business Commerce,  Financial, One-To-One Publishing, One-To-One Enterprise, BroadVision  MarketMaker, Procurement, Billing, InfoExchange Portal and any other software  products that BroadVision may subsequently offer. |
|-------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| PROJECT LOCATION AND APPLICABLE TIME ZONE | BroadVision’s primary facilities for  development and corporate offices are in Redwood City, CA (Pacific time  zone).                                                                                                                                                                                             |

**Products Covered**

The Productsand details will be taken from a web-based list of supported products.*

| **Product (code)**         | **Current Version**** | **Platform**    | **Compiler**                 |
|----------------------------|-----------------------|-----------------|------------------------------|
| ****                       | ****                  | ****            | ****                         |
| Orbix (s1473)              | 3.0                   | Solaris 2.6     | SPARCompiler 4.2             |
| Orbix (s1474)              | 3.0                   | Windows NT 4.0  | VC++ 6.0                     |
| Orbix (s1475)              | 3.0                   | HP-UX 10.20     | HP ANSI C++ A.01.18          |
| Orbix (s1477)              | 3.0                   | HP-UX 11        | HP ANSI C++ A.03.13          |
| Orbix (s1478)              | 3.0                   | AIX 4.3.2       | IBM C++ 3.6.4                |
| Orbix (S1480)              | 3.0                   | Compaq Tru64bit | 4.0E                         |
| IPortal Application Server | 1.3                   | Solaris         | Solaris 7 / JDK 1.3          |
| IPortal Application Server | 1.3                   | NT              | Windows NT4 (SP6a) / JDK 1.3 |

*           Orbix 2000 is included under the thencurrent IONA supported platforms.

**         Products will include all enhancements,improvements, fixes and updates provided by IONA under its supportprograms.  If IONA deletes functions orfeatures from any of the supported products and offers any such functions, orfeatures in any other offering not included in the foregoing table, BroadVisionwill be entitled to receive and use such products without additional charge orpayment.

***      For the sake of clarity, the supportedProducts shall not include OS/390 software products.

 

**CONFIDENTIAL**

**SCHEDULEK**

**LICENSESFOR COMPAQ TRU 64 AND IPAS (J2EE APPLICATION SERVER)**

Inconsideration of a [***] licensefee in the amount of [***], IONAshall grant to BroadVision:

| (i)    | a license to use Orbix on the Compaq Tru 64  Platform for up to [***]  developers, and unlimited deployment and resale* in accordance with the same  terms and conditions provided in the Agreement for other non-OS/390 Software,  and                                                                                                                                   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                      |
| (ii)   | an enterprise development license for iPAS  (J2EE Application Server) for up to [***] developers.  The iPAS license will be used for internal  use only and does not constitute a run-time license.  For the sake of clarity, this license  shall include all updates, if and when available, as provided under the  existing Gold Elevated Support Terms. |

*           IONA’s [***] for reference. in connection with resale of the Orbix CompaqTru 64 development kit is [***] perDeveloper and Support is [***]each.