EXHIBIT 10.16

                    SOFTWARE LICENSE AND SERVICES AGREEMENT

This Software License and Services Agreement ("Agreement") is made and entered
into as of this 11th day of November, 1999, between BroadVision, Inc.
("BroadVision") and

Company   ReSourcePhoenix.com
          ("Customer")

Address   2401 Kerner Blvd.
          San Rafael, CA 94901-5529

In  consideration  of the mutual  covenants  and  conditions  contained  in this
Agreement,  the  parties  agree as stated  herein.  The  following  attachments,
required when applicable, are also part of this Agreement:

     A.   Current Licensing Practices
     B.   Required Provisions of Sublicenses
     C.   Professional Services Terms and Conditions
     D.   Business Terms

1.   LICENSE.

     A.   BroadVision  hereby grants to Customer a perpetual (unless  terminated
          as set forth herein),  nonexclusive,  and  nontransferable  (except in
          accordance  with the provisions of Section 11.B)  license,  subject to
          the terms and conditions of this Agreement, to use the object code for
          the Software. For the purpose of this Agreement, "Software" shall mean
          all versions, including current, previous, and subsequent versions, of
          all software  products,  together with  operating  instructions,  user
          manuals,  training  material,  and  other  documentation  as  may,  in
          BroadVision's sole discretion, be supplied to Customer.

     B.   Customer  may  use  the  Software  in  accordance  with  BroadVision's
          published  licensing practices in force at the time of delivery of the
          applicable   Software   products.   BroadVision's   current  licensing
          practices are as set forth in Attachment A. If BroadVision changes its
          licensing  practices,  BroadVision  will give Customer advance written
          notice  of  such  changes  and  such  changes  will be  applicable  to
          subsequent  purchases  of Software  licenses  by  Customer  hereunder;
          provided that,  unless otherwise  agreed by the parties,  such changes
          will not be  effective  with  respect to future  purchases of Software
          licenses of the type previously  purchased by Customer for a period of
          six (6) months from the date BroadVision gives Customer notice of such
          changes.  Notwithstanding anything to the contrary contained herein or
          in any other order forms, attachments,  quotes or other documentation,
          Customer may purchase at any time any BroadVision products or services
          generally available to any BroadVision customers.  Such purchase shall
          be  subject  to  discount   rates  set  forth  in  any  agreements  or
          attachments  provided by BroadVision  with respect to such purchase or
          otherwise at prices agreed by the parties.

     C.   Customer  may  not  (a)  rent,  lease,  or  loan  the  Software;   (b)
          electronically   transmit  the  Software  over  a  network  except  as
          necessary  for  Customer's  licensed  use of  the  Software;  (c)  use
          run-time  versions of  third-party  products  supplied by  BroadVision
          embedded in the Software,  if any, for any use other than the intended
          use of the Software; (d) modify,  disassemble,  decompile,  or reverse
          engineer  the  Software;  (e) transfer  possession  of any copy of the
          Software to another party,  except as expressly  permitted  herein; or
          (f) use the  Software in any way not  expressly  provided  for in this
          Agreement.  There are no  implied  licenses.  Customer  agrees  not to
          exceed the scope of the licenses granted herein.

     D.   BroadVision also grants to Customer the right to grant nontransferable
          sublicenses  to  portions  of the  Software,  where  such  grants  are
          explicitly permitted by BroadVision's  licensing  practices.  Customer
          shall require each such sublicensee,  before it may use or install the
          sublicensed   Software,   to  execute  a  written  license   agreement
          containing,  at  a  minimum,  the  required  provisions  specified  in
          Attachment B. Customer  shall  indemnify  BroadVision  for all losses,
          costs,  damages,  expenses,  and liabilities caused by a sublicensee's
          failure  to honor  the  terms  of such  sublicense,  or by  Customer's
          failure to include  required terms in its sublicense  agreements  with
          its sublicensees.


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<PAGE>
2.   PAYMENT PRICES.

     A.   Invoices  shall be issued upon  delivery of the  products or services,
          unless specified herein to the contrary,  and shall be due and payable
          in United States  currency upon receipt by Customer.  Payment shall be
          overdue  thirty (30) days after the  delivery  date  specified  on the
          invoice.  Overdue payments shall be subject to a finance charge of one
          and one-half  percent (1 1/2%) for each month or fraction thereof that
          the invoice is overdue,  or the highest  interest  rate  permitted  by
          applicable  law,  whichever  is  lower.   BroadVision  shall  also  be
          reimbursed  for its  collection  costs in the event of late  payments,
          including reasonable attorney's fees.

     B.   Software will be shipped FOB  BroadVision's  facility in Redwood City,
          California,    U.S.A.,   by   commercial    surface    transportation.
          Transportation  charges  in  excess  of such  rates  will be billed to
          Customer. Software shall be deemed accepted upon delivery.

     C.   The prices  stated in  BroadVision  quotations  are  exclusive  of any
          federal, state, municipal,  value-added,  foreign withholding or other
          governmental taxes, duties, fees, excises, or tariffs now or hereafter
          imposed on the production,  storage,  licensing, sale, transportation,
          import,   export,   or  use  of  the  Software  or  any  improvements,
          alterations,   or  amendments  to  the  Software.  Customer  shall  be
          responsible for, and if necessary reimburse,  BroadVision for all such
          taxes, duties,  fees, excises, or tariffs,  except for governmental or
          local taxes imposed on BroadVision's corporate net income.

3.   SOFTWARE MAINTENANCE.

     A.   BroadVision  agrees to  provide  Customer  with  software  maintenance
          subject to the following provisions and conditions:

          i.   At  Customer's   request,   BroadVision  shall  provide  software
               maintenance  at  prices  to  be  quoted  to  Customer.   Software
               maintenance  shall  include (i)  telephone  and  electronic  mail
               support provided during  BroadVision's  normal working hours, and
               (ii) standard releases  containing  improvements or modifications
               to the Software, where such improvements or modifications are not
               priced as separate new products or options ("Standard Release").

          ii.  BroadVision  shall provide software  maintenance for any Standard
               Release until one year after shipment of the subsequent  Standard
               Release.

          iii. Customer  shall  designate  four  or,  with  BroadVision's  prior
               written approval,  more than four,  Support Contact Persons,  who
               shall  be  responsible  for   communicating   support  issues  to
               BroadVision.  Each  Support  Contact  Person will be  technically
               competent  with respect to the Software and  knowledgeable  about
               the  Customer's  environment  on  which  the  Software  is  used.
               Customer  agrees  to  provide  BroadVision  with  timely  written
               notification   containing   all  details  of  software   problems
               necessary for  BroadVision  to diagnose such  problems.  Customer
               agrees  to  cooperate   fully  in  providing   BroadVision   with
               Customer's  source  code,  in  machine-readable  form,  and other
               materials  necessary  to reproduce a reported  software  problem.
               Subject to Customer's security  requirements,  Customer agrees to
               provide  BroadVision  reasonable direct or remote access and test
               time  on  Customer's  BroadVision  system,  for  the  purpose  of
               diagnosing  reported software problems.  If BroadVision  provides
               on-site  services  at  Customer's   request  in  connection  with
               software  maintenance,  Customer shall reimburse  BroadVision for
               all travel and other reasonable  out-of-pocket  expenses incurred
               with respect to such services.

          iv.  Software  maintenance may also include any patch releases ("Patch
               Releases") that BroadVision,  in its sole discretion and expense,
               makes available.  Patch Releases are intended to address material
               deviations between the Software and its published  specifications
               until a Standard  Release  can be made  available.  Customer  may
               install Patch Releases at its option.

          v.   BroadVision  shall not be responsible  for  maintaining  Software
               that fails to comply with its  published  specifications  if such
               non-compliance  is the result of  modification of the Software by
               Customer or third parties.  If BroadVision  expends its time on a
               noncompliance  found to be the  result  of any of the  preceding,
               Customer  shall pay  BroadVision  for such time at  BroadVision's
               then-current hourly consulting rate.

     B.   BroadVision  will  provide  at least 60 days  written  notice  of each
          annual renewal  (including the amount of the annual  maintenance fee),
          and Customer may renew software  maintenance may for a one-year period


                                                                     Page 2 of 6
<PAGE>
          at  BroadVision's  then-current  prices for  software  maintenance  by
          delivering  BroadVision a purchase order for such renewal on or before
          the  renewal  date.  In no event will the  Software  maintenance  fee,
          expressed as a percentage of list price for the Software,  increase by
          more than the greater of five  percent  (5%) or the increase in the US
          Consumer  Price  Index  over the  amount  charged  the  previous  year
          (subject  to  adjustments  resulting  from  Software  being  added  to
          maintenance  coverage during the prior maintenance period or as of the
          start  of  the  renewal  period).  In the  event  of  termination  for
          Customer's  breach or Customer's  convenience,  all  maintenance  fees
          shall be immediately due and payable  without notice;  in the event of
          termination  for any other  reason,  Customer  shall be  entitled to a
          refund of  maintenance  fees  already  paid,  prorated  for the unused
          portion of such fees.

     C.   Annual software  maintenance  fees are due and payable in advance;  in
          all other respects payments are subject to the terms and conditions of
          the Agreement.  Subject to adjustment for Software  license  purchases
          made during an annual maintenance period, annual maintenance fees as a
          percent of list price for the  Software to which the  maintenance  fee
          applies will not increase by more than five percent (5%) per year.

     D.   If  Customer   initially   declines  software   maintenance  and  then
          subsequently elects to commence maintenance,  or if maintenance for an
          item of  Software  is  discontinued  at  Customer's  request  and then
          subsequently  renewed,  Customer shall pay the  maintenance  fees that
          would have been due for the period  during which  maintenance  was not
          provided.

4.   TITLE TO SOFTWARE.

     A.   Customer shall include  BroadVision's  copyright or proprietary rights
          notice on any  copies of the  Software  or  associated  documentation,
          including  copyright or  proprietary  rights  notices of third parties
          that  are   included  on  media  or  in   documentation   provided  by
          BroadVision.  Customer  acknowledges that the Software is the property
          of BroadVision or its licensors.

     B.   Unless otherwise requested by BroadVision,  Customer shall ensure that
          the phrase,  "Personalized  by  BroadVision  One-To-One"  shall appear
          prominently on the logon screen, splash screen, or other first view of
          the Customer's  application  seen by consumers or other end-users when
          they enter such  application.  The above  phrase  shall be a hypertext
          link to a URL specified by  BroadVision.  Customer's use of the phrase
          shall be in accordance  with  BroadVision's  guidelines for use of the
          mark.

5.   WARRANTY.

     BroadVision  warrants  that  the  Software  will  conform  in all  material
     respects  to its  written  specifications  when  installed  and for 90 days
     thereafter.  For  purposes  of this  Agreement,  the  sole  source  of such
     specifications shall be BroadVision's written user documentation.  Customer
     will notify BroadVision within 10 days after the expiration of the warranty
     period of any nonconformity.  Where a material  nonconformity exists within
     the  warranty  period,  and proper  notice  has been given to  BroadVision,
     BroadVision will, as its sole and exclusive liability to Customer,  use due
     diligence to correct the  nonconformity  and provide Customer with one copy
     of any such corrected version of the Software, or, if BroadVision is unable
     to correct such nonconformances  within a reasonable period of time, refund
     all license fees paid to it for the Software,  or the most recent  software
     maintenance fee paid for the Software,  if the  nonconformity  relates to a
     Standard Release delivered  pursuant to Section 3 herein.  THIS WARRANTY IS
     IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,  EXPRESSED OR IMPLIED,  AND
     BROADVISION  EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
     FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.



                                                                     Page 3 of 6
<PAGE>
6.   LIMITATION OF LIABILITY.

     Except for  BroadVision's  liability  to Customer  under  Section 7 of this
     Agreement,  BroadVision's liability to Customer under this Agreement or for
     any other reason relating to the products and services  provided under this
     Agreement, including claims for contribution or indemnity, shall be limited
     to the amount paid to BroadVision under this Agreement. NOTWITHSTANDING THE
     FAILURE OF ESSENTIAL  PURPOSE OF ANY REMEDY UNDER THIS AGREEMENT,  CUSTOMER
     AGREES  THAT  IN  NO  EVENT  SHALL   BROADVISION  BE  LIABLE  FOR  SPECIAL,
     INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES,  INCLUDING LOST PROFITS OR LOSS OF
     USE.

7.   INTELLECTUAL PROPERTY RIGHTS INDEMNITY.

     This Section 7 sets forth  BroadVision's  sole and  exclusive  liability to
     Customer and Customer's sole and exclusive rights against BroadVision, with
     respect to any claim  relating  to any  alleged or actual  infringement  or
     misappropriation  by BroadVision of any third party  intellectual  property
     right.  BroadVision will defend any action against  Customer  claiming that
     the Software  constitutes  infringement of a duly issued patent existing or
     issued  prior to the  initial  delivery  date of the  applicable  Software,
     copyright, trademark, or trade secret. BroadVision shall indemnify Customer
     for any  reasonable  expense  incurred by Customer in  connection  with the
     foregoing.  BroadVision's  obligations  under this section are  conditioned
     upon BroadVision  having sole control of any such action, and upon Customer
     notifying  BroadVision  immediately  in  writing  of the claim  and  giving
     authority,  information,  and assistance necessary to settle or defend such
     claim. If the use of the Software infringes or is enjoined,  or BroadVision
     believes it is likely to infringe or be enjoined,  BroadVision  may, at its
     sole  option,  (i) procure for  Customer  the right to continue  use of the
     licensed Software as furnished;  (ii) replace the licensed Software;  (iii)
     modify the licensed Software to make it  non-infringing,  provided that the
     Software still substantially conforms to the applicable specifications;  or
     (iv) if BroadVision,  after using all commercially  reasonable  efforts, is
     unable to  accomplish  the  foregoing  remedies,  terminate the license and
     refund the license fee for the Software, less a proportional adjustment for
     the time the Software was used by Customer,  equal to the ratio of the time
     elapsed since the delivery date to five (5) years.  The indemnity  provided
     herein shall not apply if the alleged infringement arises from: (a) the use
     of other than a  currently  supported,  unaltered  release of the  licensed
     Software;  (b) the use of  Software  that has been  modified or merged with
     other  programs by  Customer;  or (c) the use of the  licensed  Software in
     combination  with  software or hardware not provided  under this  Agreement
     (other than software and hardware described in BroadVision's specifications
     or  documentation  for the  Software  as  capable  of being  used  with the
     Software or as otherwise agreed in writing by  BroadVision).  The foregoing
     states BroadVision's sole and exclusive liability for patent, copyright, or
     other proprietary rights infringement.

8.   CONFIDENTIALITY OF SOFTWARE AND DOCUMENTS.

     A.  Customer  shall not  reproduce,  duplicate,  copy,  sell,  or otherwise
         disclose,   or   disseminate   the   Software,    including   operating
         instructions,  user  manuals,  and  training  materials,  in any medium
         except as authorized herein.  Customer may make copies of the Software,
         in machine readable form, only as is reasonably  necessary for archival
         and backup purposes.

     B.  Customer expressly  undertakes,  using reasonable efforts not less than
         it  exercises  for  its  own  confidential   materials,  to  retain  in
         confidence,  and to require its employees or  consultants to retain the
         Software  in  confidence,  and  will  make no use of such  information,
         except under the terms and during the existence of this Agreement,  and
         only to the extent that such use is necessary to  Customer's  employees
         or consultants in the course of their employment.

     C.  The  provisions of this section shall survive the  termination  of this
         Agreement for a period of five (5) years.

     D.  Customer  shall  not  release  the  results  of  any  benchmark  of the
         Software,  or of any third party  products  embedded  in the  Software,
         without BroadVision's prior written approval.

9.   AUDIT RIGHTS.

     At  BroadVision's  request,  but in no  event  more  than  twice  annually,
     Customer shall provide  BroadVision  with a report detailing its use of the
     Software.  No more than once  annually,  BroadVision  may audit  Customer's
     pertinent  records to ensure that license and other fees have been properly
     paid in compliance with this Agreement.  BroadVision  will give Customer at
     least three business days notice of its intention to perform such an audit.
     Any  such  audit  will  be  conducted  during  regular  business  hours  at
     Customer's  offices and shall not interfere  unreasonably  with  Customer's
     business  activities.  If an audit  reveals that Customer has underpaid its
     total  fees by more  than  five  percent  (5%),  then  Customer  shall  pay


                                                                     Page 4 of 6
<PAGE>
     BroadVision's  reasonable costs of conducting the audit, in addition to the
     underpaid  amount;  provided,  that if  Customer  reasonably  disputes  the
     findings  of such an audit  and  Customer  and  BroadVision  are  unable to
     resolve  the  dispute,  Customer  and  BroadVision  will  select a mutually
     agreeable  an  independent  auditor to review the audit work  performed  by
     BroadVision.  If the independent  audit reveals that Customer has underpaid
     its total  fees by more  than  five  percent  (5%),  Customer  will pay the
     reasonable  costs of  conducting  both  BroadVision's  and the  independent
     auditor's  audits.  If the  independent  audit  reveals  that  Customer has
     underpaid its total fees by five percent (5%) or less, BroadVision will pay
     the reasonable costs of conducting both  BroadVision's  and the independent
     auditor's audits.

10.  TERM/TERMINATION.

     This  Agreement  is effective on the earlier of (i) the date of shipment of
     the  Software  or (ii)  the date  set  forth  above,  and  continues  until
     terminated as provided herein, or by agreement of both parties. BroadVision
     may  terminate  this  Agreement  upon:  (a)  any  material  breach  of this
     Agreement by Customer that is not cured within 10 business  days  following
     written notice thereof;  or (b) failure by Customer to pay license fees for
     Software  under the payment terms  specified in this Agreement or as stated
     on  BroadVision's  invoice  for such  Software.  Upon  termination  of this
     Agreement  for any of the above  reasons,  all licenses  granted  hereunder
     terminate and Customer will immediately destroy the Software and all copies
     in any form. Upon  termination for any other reason,  Customer may continue
     to use the  Software,  provided  that Sections 1, 2 (to the extent that any
     amounts as owed to BroadVision as of the termination  date), 4, 6, 7, 8, 9,
     and 11 shall survive the termination of this Agreement, and BroadVision may
     terminate  Customer's use of the Software upon a material  breach of any of
     the surviving sections.

11.  GENERAL.

     A.  WAIVER/AMENDMENT.   No  waiver,   amendment,  or  modification  of  any
         provision of this  Agreement  shall be effective  unless in writing and
         signed  by  the  party   against  whom  such  waiver,   amendment,   or
         modification  is sought to be  enforced.  No failure or delay by either
         party in exercising  any right,  power or remedy under this  Agreement,
         except as specifically  provided herein, shall be deemed as a waiver of
         any such right, power, or remedy.

     B.  ASSIGNMENT.  Either  party  may  assign  this  Agreement  to an  entity
         acquiring  substantially all of its assets or merging with it, provided
         that such  assignee  agree in writing to assume all  obligations  under
         this Agreement. Except as set forth above, neither party may assign any
         of its rights or delegate any of its  obligations  under this Agreement
         to any third party  without the express  written  consent of the other.
         Any attempted  assignment  in violation of the foregoing  shall be void
         and of no effect. Subject to the above, this Agreement shall be binding
         upon and inure to the  benefit  of the  successors  and  assigns of the
         parties hereto.

     C.  DISPUTES.  The rights of the parties hereunder shall be governed by the
         laws of the State of California  without giving effect to principles of
         conflicts of laws.  Any suits  brought  hereunder may be brought in the
         federal or state courts in Santa Clara County, California, and Customer
         submits to the jurisdiction thereof. The parties expressly exclude  the
         application of the 1980 United Nations  Convention on Contracts for the
         International Sale of Goods, if applicable.  Customer acknowledges that
         the Software  contains  trade  secrets,  the  disclosure of which would
         cause substantial harm to BroadVision that could not be remedied by the
         payment of damages alone. Accordingly,  BroadVision will be entitled to
         preliminary and permanent  injunctive relief and other equitable relief
         for any breach of  BroadVision's  intellectual  property  rights in the
         Software.

     D.  SEVERABILITY.  If any  provision of this  Agreement  shall be held by a
         court of competent  jurisdiction  to be contrary to law, the  remaining
         provisions of this Agreement shall remain in full force and effect.


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<PAGE>

     E.  EXPORT.  Customer  acknowledges  that the laws and  regulations  of the
         United States restrict the export of the Software. Customer agrees that
         it will not export or re-export  the Software in any form without first
         obtaining  the  appropriate   United  States  and  foreign   government
         approvals.

     F.  NOTICE. Any notice,  consent, or other communication hereunder shall be
         in writing, and shall be given personally,  by confirmed fax or express
         delivery to either party at their respective addresses:

         (i)  to BroadVision at:
              BroadVision, Inc.
              585 Broadway
              Redwood City, CA 94063, USA
              Attn: Chief Financial Officer

         (ii) to Customer at:
              2401 Kerner Blvd.
              San Rafael, CA 94901-5529
              Attn: Legal Department

         or such other address as may be designated by written  notice of either
         party. Notices shall be deemed given when delivered or transmitted,  or
         seven days after deposit in the mail.

     G.  INDEPENDENT CONTRACTORS. The parties' relationship shall be solely that
         of independent contractor and nothing contained in this Agreement shall
         be construed to make either party an agent, partner, joint venturer, or
         representative of the other for any purpose.

     H.  FORCE MAJEURE. If the performance of this Agreement,  or any obligation
         hereunder, except the making of payments, is prevented,  restricted, or
         interfered with by reason of any act or condition beyond the reasonable
         control of the affected  party,  the party so affected  will be excused
         from  performance  to the extent of such  prevention,  restriction,  or
         interference.

     I.  ENTIRE  AGREEMENT.  This Agreement,  including all Attachments  hereto,
         constitutes  the complete and exclusive  agreement  between the parties
         with respect to the subject matter hereof and supersedes all proposals,
         oral,   or  written,   all   previous   negotiations,   and  all  other
         communications  between the parties with respect to the subject  matter
         hereof. The terms of this Agreement shall prevail  notwithstanding  any
         different,  conflicting,  or  additional  terms  that may appear in any
         purchase order or other Customer document;  provided, however, that the
         provisions  of  Attachment  D shall govern in the event of any conflict
         between the provisions of this Software License and Services  Agreement
         and  Attachment  D with  respect  to  the  Software  initially  ordered
         hereunder.  All  products  and services  delivered  by  BroadVision  to
         Customer   are  subject  to  the  terms  of  this   Agreement,   unless
         specifically addressed in a separate agreement.


Agreed to by:   BroadVision, Inc.

                /S/ RANDALL BOLTEN
                ------------------------------------------------------
                Signature

                Randall Bolten
                ------------------------------------------------------
                Printed Name

                CFO
                ------------------------------------------------------
                Title


CUSTOMER:       ReSourcePhoenix.com

                /S/ BRYANT TONG
                ------------------------------------------------------
                Signature

                Bryant Tong
                ------------------------------------------------------
                Printed Name

                President
                ------------------------------------------------------
                Title


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<PAGE>

                                ATTACHMENT A TO
                    SOFTWARE LICENSE AND SERVICES AGREEMENT

                        BROADVISION LICENSING PRACTICES


BroadVision's  current  standard  licensing  practices  are as  follows  for the
products listed below. These practices are in effect as of June 15, 1999.

      -     ONE-TO-ONE  DEVELOPMENT  SYSTEM -- licensed on a per-user  basis. In
            other words, each individual who will use the One-To-One Development
            System  to  develop  BroadVision  One-To-One  applications  must  be
            separately  licensed.  Customer may reassign One-To-One  Development
            System  licenses within reason,  for example as employees  terminate
            employment or transfer to other departments.  One-To-One Development
            System products include:

                  -     ENTERPRISE  DEVELOPMENT  SYSTEM -- the basic BroadVision
                        development system

                  -     APPLICATION   DEVELOPMENT   SYSTEM   --   includes   the
                        Enterprise  Development System and the objects and other
                        products  necessary  to develop  ONE of the  BroadVision
                        Applications (Retail Commerce, Financial, or Knowledge)

                  -     TWO  APPLICATION  DEVELOPMENT  SYSTEM  --  same  as  the
                        Application  Development  System,  but  for  TWO  of the
                        BroadVision  Applications  (NOTE:  Business  Commerce by
                        itself  is  counted  as a  Two  Application  Development
                        System)

                  -     THREE  APPLICATION  DEVELOPMENT  SYSTEM  --  same as the
                        Application  Development  System,  but for  THREE of the
                        BroadVision Applications

      -     ONE-TWO-ONE  DEPLOYMENT  SYSTEM -- licensing is based on the maximum
            number of  Profiled  Users  permitted  to be tracked by  BroadVision
            One-To-One applications.  A Profiled User corresponds to a record in
            the  BroadVision  user  profile   database.   The  record  maintains
            information  about the  user's  profile  and may  refer to  external
            sources for additional profile  information.  The number of Profiled
            Users  represents  the  number  of  one-to-one   relationships  that
            Customer wants to maintain with its users.  By licensing a number of
            profiled  users the  customer  is paying  for the right to keep that
            many records in the BroadVision  user profile  database at any point
            in time. Examples of Profiled Users include,  but are not limited to
            customers, partners and employees.

      -     ONE-TO-ONE  TOOLS --  licensed on a per-user  basis,  similar to the
            One-To-One Development System products. One-To-One Tools include:

                  -     ONE-TO-ONE COMMAND CENTER, formerly known as the Dynamic
                        Command Center, or DCC

                  -     ONE-TO-ONE  PUBLISHING  CENTER,  formerly  known  as the
                        Content Management Center, or CMC

                  -     ONE-TO-ONE INSTANT PUBLISHER

                  -     ONE-TO-ONE  DESIGN CENTER,  formerly known as the Visual
                        Design Center, or VDC

            [NOTE:  The One-To-One  Command  Center,  the One-To-One  Publishing
            Center,  and the One-To-One  Instant Publisher may be sublicensed to
            third parties using  Customer's  application  software in accordance
            with the terms of this Agreement.]



                                                                     Page 1 of 1
<PAGE>

                                ATTACHMENT B TO
                    SOFTWARE LICENSE AND SERVICES AGREEMENT

                  REQUIRED PROVISIONS OF SUBLICENSE AGREEMENTS

Each  agreement  sublicensing  the Software  entered  into between  Customer and
Customer's  end-users  ("End-Users",  "end-User  License")  shall, at a minimum,
state the following:

        a.      End-Users  shall have the right to duplicate  the Software  only
                for backup or archival  purposes and to transfer the Software to
                a  backup  computer  in  the  event  of  computer   malfunction.
                End-Users   shall  not  make  the  Software   available  on  any
                timesharing  or other  rental  arrangements.  End-Users  may not
                transfer  their  rights  under the  End-User  License  agreement
                without BroadVision's permission.

        b.      End-Users  shall not cause or permit  the  reverse  engineering,
                disassembly, or decompilation of the Software.

        c.      Title shall not pass to the End-User.

        d.      The End-User  License  agreement  shall not include  warranties,
                express or implied, made on behalf of BroadVision.

        e.      BroadVision shall not be liable for any damages, whether direct,
                indirect, incidental, or consequential,  arising from the use of
                the Software.

        f.      At the termination of the End-User  License,  the End-User shall
                discontinue  use and shall  destroy  or return the  Software  to
                BroadVision, including all archival or other copies.

        g.      The  End-User   License  shall  state  that   BroadVision  is  a
                third-party beneficiary of the End-User License.

        h.      The End-User shall not publish any result of benchmark  tests on
                the Software.

        i.      The End-User shall comply fully with all relevant regulations of
                the  United  States  Department  of  Commerce  and with the U.S.
                Export  Administration  to  assure  that  the  Software  is  not
                exported in violation of the code and regulations.


                                                                     Page 1 of 1


<PAGE>
                                ATTACHMENT C TO
                    SOFTWARE LICENSE AND SERVICES AGREEMENT

                   PROFESSIONAL SERVICES TERMS AND CONDITIONS

This  Attachment  C is  incorporated  into the  Software  License  and  Services
Agreement  (the  "Agreement")  dated  the  ____  day of  October,  1999  between
BroadVision, Inc. ("BroadVision") and ReSource/Phoenix,  Inc. ("Customer").  The
terms and conditions  contained  herein are subject in all respects to the terms
and conditions of that Agreement, except that in the event of a conflict between
the terms of this Attachment C and the Agreement, the terms of this Attachment C
shall govern.

1.  SCOPE OF WORK; CONSIDERATION.

    BroadVision  will perform  such  services as set forth in an exhibit to this
    Attachment  C, or in a purchase  order  prepared by Customer and accepted by
    BroadVision,  or in any other  written  form agreed to by the  parties  (the
    "Statement of Work").  Unless  otherwise set forth in the Statement of Work,
    in consideration of BroadVision's  performance as herein set forth, Customer
    agrees to pay BroadVision the actual charges for the services  performed and
    expenses  incurred,  and Customer  will be invoiced  once each month for all
    charges  incurred  in  the  previous   period(s).   The  services  or  other
    deliverables  provided under each Statement of Work shall be deemed accepted
    on delivery,  unless  otherwise  specified in the  Statement of Work. In the
    event of a  conflict  between  the terms of any  Statement  of Work and this
    Attachment  C, the terms of the  Statement of Work shall govern with respect
    to the services specified in that Statement of Work.

2.  LIMITATION OF CHARGES.

    No liability shall be incurred by Customer in excess of the amount,  if any,
    set forth in the  Statement of Work unless and until such  Statement of Work
    is amended  in  writing  by both  parties.  Such  amount  normally  includes
    professional   services,   but  not  materials  and  out-of-pocket  expenses
    reasonably required for contract performance. BroadVision is not required to
    continue  performance beyond the funding limitation set forth therein unless
    and until  Customer  shall have  notified  BroadVision  in writing that such
    funding  limitation  has been  increased  and shall have  specified  in such
    notice a revised estimated  charge.  When and to the extent that the funding
    limitation set forth has been increased, any charges incurred by BroadVision
    in  excess  of the  funding  limitation  prior  to  the  increase  shall  be
    allowable,  due and  payable  to the same  extent  as if such  charges  were
    incurred after such increase in the estimated charge and funding limitation.

3.  CHANGES.

    Changes shall be made in writing and signed by authorized representatives of
    Customer  and  BroadVision.  All such  changes  shall  specify  the  changes
    ordered, any increases in the estimated charges for performance,  adjustment
    to the  schedule  of  performance,  and  any  changes  to  other  terms  and
    conditions as may be effected thereby.

4.  TITLE.

    BroadVision  shall  have  title  to  the  software,   systems  design,   and
    documentation  arising out of  performance  or delivery to Customer  under a
    Statement of Work. The parties  acknowledge that performance  thereunder may
    result in the development of new concepts,  software,  methods,  techniques,
    processes,  adaptations,  and ideas,  in  addition  to  BroadVision's  prior
    technology  which may be  incorporated  in  BroadVision's  performance.  The
    parties agree that the same shall belong to BroadVision  exclusively without
    regard to the origin  thereof.  With  respect to all such  software,  system
    design  information and documentation  delivered to or disclosed to Customer
    pursuant to the  Statement  of Work  ("Application  Software"),  BroadVision
    hereby grants to Customer, as of the time that any such Application Software
    is  disclosed  to  Customer  by or on behalf of  BroadVision,  a license  in
    respect of the software so disclosed.  Unless otherwise agreed to in writing
    by the  parties,  each  such  license  shall  be a  perpetual,  irrevocable,
    non-exclusive, non-transferable, royalty-free license to use the Application
    Software in  conjunction  with the  Software and for any use of the Software
    permitted by this Agreement;  provided,  that for purposes of the foregoing,
    the term "use"  shall  include the right for  Customer to create  derivative
    works  from  the  Application  Software  for  use in  conjunction  with  the
    Software.

5.  LIMITATION OF LIABILITY.

    BROADVISION'S LIABILITY TO CUSTOMER UNDER THIS ATTACHMENT C, INCLUDING
    CLAIMS FOR CONTRIBUTION OR INDEMNITY, SHALL BE LIMITED TO THE AMOUNTS PAID
    BY CUSTOMER FOR THE SERVICES PROVIDED HEREUNDER.


                                                                     Page 1 of 2
<PAGE>
6.  DISCLAIMER OF WARRANTY.

    THE SERVICES  PROVIDED UNDER THIS ATTACHMENT C AND THE APPLICATION  SOFTWARE
    ARE OFFERED EXCLUSIVE OF ANY WARRANTY,  INCLUDING,  WITHOUT LIMITATION,  ALL
    WARRANTIES OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE,  OR ANY
    OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED.

7.  ON-SITE PERSONNEL.

    The parties  acknowledge  that it may be necessary for the employees of each
    to be present at the  facilities of the other for extended  periods of time.
    The parties agree to provide the employees of the other with all  reasonable
    facilities  and  services  to assure  that their  services  may be  properly
    performed.  Each party will  instruct  their  employees  to conform with the
    internal regulations and procedures of the other party while on such party's
    premises.


                                                                     Page 2 of 2

<PAGE>
                                  Attachment D

                                 ATTACHMENT D TO
                     SOFTWARE LICENSE AND SERVICES AGREEMENT

                                 BUSINESS TERMS

*

-----------------------------------------
        Private and Confidential

* Portions  of  this  exhibit  have  been  omitted  pursuant  to a  request  for
  confidential treatment, and have been filed separately with the Commission.




                                                                     Page 1 of 1
<PAGE>

                                  Attachment E

                                 ATTACHMENT E TO
                     SOFTWARE LICENSE AND SERVICES AGREEMENT

                                SUPPORT POLICIES

BROADVISION SUPPORT POLICY

BroadVision endeavors to provide a high level of support, and offers a number of
support  packages  designed to meet the needs of its diverse customer base. This
document outlines BroadVision "Basic Support."

The  Basic   Support   package   uses  a  case   tracking   procedure  to  track
customer-reported  problems.  Using this system,  BroadVision  support engineers
open  cases in the  order  in which  they are  received.  Cases  have  different
priorities and will be treated  accordingly.  Standard  support is provided from
9am to 6pm PT in  America,  and 9am to 6pm GMT in Europe.  If a case hasn't been
opened  after 1 day,  the Support  manager  will be  notified.  After 2 days the
Support Director will be notified.

CASE ESCALATION AND 'HOT SITE' STATUS

The  support  engineer  opening a case will set case  priority.  A customer  may
request that a case be escalated at any time by contacting the Support  engineer
or the Support Manager.

Unusually  important site problems will be considered 'hot sites'. This includes
such issues as serious reliability problems or significant  performance problems
on production systems. To escalate a case, the customer may notify their Support
engineer  or the  Support  Manager.  A 'hot  site'  will  gain  Executive  level
attention  and all  necessary  resources  to  resolve  the issue as  quickly  as
possible.

A hot site will have a dedicated  Support  engineer  until it is  resolved.  The
customer  is  expected  to  provide  technical  resources,   remote  access  and
reproducible cases as necessary.  BroadVision will manage a list of issues to be
resolved in the  escalation  to be  communicated  daily by the assigned  Support
engineer. Once all the issues are resolved, the escalation to 'hot site' will be
closed.

PRIORITY 1

The highest  level is reserved for site-down  type  failures.  Once  BroadVision
support is notified that a site is down they will start work to restore the site
as soon as possible.  If a site is not restored  after 4 hrs of work the Support
engineer will move the site to 'hot site'  status.  The WPSO engineer who worked
on the site will be contacted and Support Director notified of escalation. After
1 day of escalation VP WPSO and VP  Engineering  will be notified.  The VPs will
identify additional resources to work on the problem. After 2 days of escalation
the CEO will be notified.

PRIORITY 2

Level 2 is for serious problems on a site not causing total failure, BroadVision
Support will start work on the site as soon as they are aware of the problem. If
a  workaround  has not been  developed  after 1 day of work by Support  then the
Support  Director  will be  notified.  After  3 days  of  work  VP  WPSO  and VP
Engineering will be notified.

PRIORITY 3

The third level is for general issues on a site not causing serious problems. If
a case isn't resolved after 2 days the Support Manager will be notified. After 3
days the Support Director will be notified.


                                                                     Page 1 of 3
<PAGE>
                                  Attachment E

PRIORITY 4

The lowest level is for  questions or issues on a site not  requiring  immediate
action.  If a case  isn't  resolved  after 3 days the  Support  Manager  will be
notified. After 5 days the Support Director will be notified.

AFTER-HOURS SUPPORT

An optional  support package (not included with the Customer's  initial package)
is available to provide  support 7 days a week, 24 hrs a day for assistance with
serious   problems   on   live-sites.    It   will   not   support   development
questions/issues.  Customers  with this support  will be provided  with a single
pager number to contact the on-call  Support  person in the case of a priority 1
support call. It is preferred that the customer must provide  BroadVision dialup
access to the site in order to for support to able to provide  assistance in the
recovery process. The Support engineer on call will have a laptop so that he/she
can then dial into the website and help effect system recovery.

DOCUMENTING KNOWN PROBLEMS

BroadVision has a policy of sharing bug lists with  customers.  The intent is to
pro-actively   let  the  customers   know  about  known  problems  and  document
workarounds. BroadVision Support, Engineering and Product Management will decide
which problems to report.

Today we publish some of this  information in the Known Problems  section of the
Release Notes. The following is our policy of enhancing this information as well
as  updating  the known bugs every  month and making it  available  through  the
support section of the BroadVision web site.

1.  Currently we provide the following information in the Known Problems section
    of the Release Notes. The Release Notes will be updated upon every release.

    Bug Information: problem ID, brief description, any known workaround

2.  Starting  with  version  4.1  Technical  Support  will update the Known Bugs
    section to include known bugs reported since the last release.  This will be
    updated  once a month.  Since  the  updates  will be  written  by  Technical
    Support, it will be directed to an engineering  audience. At product release
    time, Tech Pubs will roll them into the formal Release Notes.

3.  We will also make the  following  patch  information  available  on our Tech
    support site:

    Patch Number:

    Date released:  [can also list those in preparation,  with a planned release
    date]
    Required previous patches:  [patch numbers or 'none']
    Resolved problems: [list of problem numbers]


                                                                     Page 2 of 3
<PAGE>
                                  Attachment E

PRODUCT ENHANCEMENT REQUEST PROCEDURE

To submit an enhancement request:

Log in to  Broadvision.com\login.html.  Select Support, and then click "Submit a
new ticket". Include the text "Enhancement" in the description before submitting
the request, and the product you wish to submit an enhancement request for.

PM will review enhancements on a weekly basis and respond to you, the submitter,
with the status

Getting enhancements into an upcoming product release:

At the start of each Project  Product  Manager  will go through the  enhancement
list with ISG and  engineering to determine which should be included in the next
release.  If there are specific  features  that need to be included to satisfy a
project need,  please  include that  information in the ER when  submitted,  and
email the appropriate Product Manager.

COMPATIBILITY POLICY

This section clarifies  BroadVision's policy on compatibility between production
releases. BV will provide a migration path between the objects,  templates,  and
scripts,  components  and content that  customers have created with a production
release of One-To-One to the next production  release of One-To-One.  Addressing
these in turn:

1.  BroadVision  Standard  objects - if we change the tag syntax of BV  standard
    objects we will provide tools and procedures needed to migrate those objects
    from one release to the next. This will provide migration path for templates
    using BV standard objects.

2.  BroadVision  Standard components - if we change the signature of BV standard
    components we will provide tools and  procedures  needed to migrate  scripts
    from one release to the next.  This will provide  migration path for scripts
    using BV standard components.

3.  BroadVision  APIs - we  will  in  general  maintain  backward  compatibility
    between  BroadVision APIs. In cases, where this is not possible or desirable
    we will provide tools and procedures to migrate the APIs.  This will provide
    migration path for custom dynamic objects that use our APIs.

4.  Database - when we make schema  changes we will provide  migration  tools to
    update  the  older  schema  and  content  from  one  production  release  of
    One-To-One to the next.

Please note that we do not guarantee compatibility between Beta and FCS versions
of any given release.  However, we will strive to not have major API, tag-syntax
or schema changes between Beta and FCS releases.

If  you   have   any   questions   or   suggestions   please   send   email   to
bv-pm@broadvision.com.


                                                                     Page 3 of 3
<PAGE>
                              BROADVISION PRODUCTS
                              YEAR 2000 COMPLIANCE

STATEMENT OF YEAR 2000 COMPLIANCE

BroadVision  One-To-one Version 4 products are year 2000 compliant.  BroadVision
One-To-One  Version 3.0 products with the applicable  year 2000 patches are year
2000 compliant.  Both versions require year 2000 compliant  hardware,  operating
systems,  databases,  compilers and other related components.  Versions prior to
3.0 have not been tested for year 2000 compliance.

This representation is with respect to BroadVision's  products only and is not a
representation  or warranty that  software  applications  developed  using these
products are or will be year 2000 compliant.  Since there are many  interrelated
dependencies in complex systems,  it is the licensee's  responsibility to ensure
that their  applications,  including those built using  BroadVision's  products,
have  undergone the level of testing and  certification  that is  appropriate to
ensure year 2000 compliance.

DEFINITION OF YEAR 2000 COMPLIANCE

Year 2000 compliant means accurately processing date/time data,  including,  but
not limited to, calculating,  comparing, and sequencing, from, into, and between
the twentieth and twenty-first  centuries,  and between the years 1999 and 2000,
including  recognizing  the  year  2000 as a leap  year.  Year  2000  compliance
requires  that all  interfacing  applications  and  systems  provide and receive
date/time data in a consistent format.

CONFORMANCE TO BSI DEFINITION

BroadVision  products  adhere to the definition  set forth in DISC  PD2000-1,  A
Definition of Year 2000 Conformity Requirements, by British Standards
Institution Committee. The definition states:

       RULE 1. No  value  for  current  date  will  cause  any  interruption  in
       operation.

       RULE 2. Date-based functionality must behave consistently for dates prior
       to, during and after year 2000.

       RULE 3. In all interfaces and data storage,  the century in any date must
       be  specified   either   explicitly  or  by  unambiguous   algorithms  or
       inferencing rule

       RULE 4. Year 2000 must be recognized as a leap year.


Version Details

<TABLE>
<CAPTION>
PRODUCT                              VERSION   YEAR 2000 STATUS
----------------------------------------------------------------------------------------------
<S>                                  <C>       <C>
One-To-One, all products             4         Year 2000 compliant

----------------------------------------------------------------------------------------------
One-To-One application system        3.0       Year 2000 compliant with Y2K patch which:

One-To-One Dynamic Command                     -  Corrects problem with payment object not
Center (DCC)                                      handling 2 digit years correctly

One-To-One Visual Development                  -  Provides user-defined window for adding
Center (VDC)                                      century to 2 digit years

----------------------------------------------------------------------------------------------
One-To-One Financial                 3.0       Year 2000 compliant

----------------------------------------------------------------------------------------------
One-To-One Knowledge                 3.0       Year 2000 compliant

----------------------------------------------------------------------------------------------
One-To-One Commerce                  3.0       Year 2000 compliant with Y2K patch which:

                                               -  Corrects problem with purchase receive
                                                  object not handling 2 digit years correctly

----------------------------------------------------------------------------------------------
One-To-One Content                   3.0       Year 2000 compliant with Y2K patch which:
Management Center (CMC)
                                               -  Corrects problem with Java 2 digit year
                                                  sliding date convention
</TABLE>

                                                                     Page 1 of 2
<PAGE>
                              BROADVISION PRODUCTS
                              YEAR 2000 COMPLIANCE

Software Requirements for Year 2000 Compliance

     BROADVISION ONE-TO-ONE VERSION 4 PRODUCTS

     OPERATING SYSTEMS
     -   Sun  Solaris 2.6 or Solaris  2.5.1 with Y2K  patches -  Hewlett-Packard
         HP-UX 10.20 with Y2K patches - Microsoft Windows NT 4.0 with SP4

     DATABASES
     -   Oracle 8.0.x or 7.3.x - Sybase 11.0.3.2 & Open Client 11.1.1 - Informix
         7.22.UC - Microsoft SQL Server 7.0

     WEB SERVERS
     -   Netscape Enterprise Server 3.5.1
     -   Microsoft Internet Information Server 4.0

     ORB
     -   Iona Orbix 2.2

     ROGUE WAVE
     -   Tools.h++ 7.0.2
     -   DBTools.h++ 2.1.1
     -   Money.h++ 1.4.1

     BROADVISION ONE-TO-ONE VERSION 3.0 PRODUCTS

     OPERATING SYSTEMS
     -   Sun Solaris 2.5.1 with Y2K patches -  Hewlett-Packard  HP-UX 10.20 with
         Y2K patches - Microsoft Windows NT 4.0 with SP4

     DATABASES
     -   Oracle 7.3
     -   Sybase 11.0.3.2 & Open Client 11.1.1 - Informix 7.22.UC - Microsoft SQL
         Server 6.5 SP5

     WEB SERVER
     -   Netscape Enterprise Server 2.0.1 or 3.0
     -   Microsoft Internet Information Server 4.0

     ORB
     -   Iona Orbix 2.2

     ROGUE WAVE
     -   Tools.h++ 7.0.2
     -   DBTools.h++ 2.1.1
     -   Money.h++ 1.4.1

BROADVISION, INC.   /s/ RANDALL BOLTEN
                    ----------------------------------------
                    Signature

                    Randall Bolten, CFO
                    ----------------------------------------
                    Printed Name and Title

                    ----------------------------------------
                    Date


                                                                     Page 2 of 2