GLOBAL TRADE SERVICES AGREEMENT*

                                 BY AND BETWEEN

                               FORD MOTOR COMPANY

                                       AND

                      VASTERA SOLUTION SERVICES CORPORATION

----------
* Portions of this document have been omitted, with the precise position of
these omissions marked with an asterisk, pursuant to a request for confidential
treatment and such omitted portions have been filed separately with the U.S.

Securities and Exchange Commission.

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>     <C>                                                               <C>
1.      DEFINITIONS...................................................     1
2.      RELATIONSHIP OF PARTIES.......................................     3
3.      SERVICES......................................................     5
4.      STATUS REPORTS................................................     8
5.      RATES AND CHARGES.............................................     8
6.      INTELLECTUAL PROPERTY RIGHTS..................................     9
7.      NEW TECHNOLOGY................................................    12
8.      DATA AND CONFIDENTIALITY......................................    12
9.      FACILITY AND INFORMATION ACCESS...............................    15
10.     REPRESENTATIONS AND WARRANTIES................................    17
11.     CORPORATE CITIZENSHIP.........................................    18
12.     RECORDS; CONTROL REVIEW; AUDITS...............................    19
13.     TERM..........................................................    20
14.     TERMINATION, EXPIRATION AND TRANSITION........................    20
15.     INDEMNITIES...................................................    22
16.     LIMITATION OF LIABILITY.......................................    24
17.     INSURANCE.....................................................    25
18.     OTHER ARRANGEMENTS............................................    26
19.     DISPUTE RESOLUTION............................................    26
20.     GENERAL.......................................................    27

</TABLE>

                                    SCHEDULES

SCHEDULE A: SERVICES
SCHEDULE B: SELECTED FORD OPERATIONS

SCHEDULE C: LAUNCH PLAN
SCHEDULE D: MANAGED AGREEMENTS
SCHEDULE E: SERVICE OBJECTIVES
SCHEDULE F: STATUS REPORTS
SCHEDULE G: CHARGES / PRICING

SCHEDULE H: APPLICATION CONTROL REVIEW GUIDELINES
SCHEDULE I: PUBLICITY/ADVERTISING GUIDELINES

SCHEDULE J: PARENT GUARANTY

<PAGE>

                         GLOBAL TRADE SERVICES AGREEMENT

This Global Trade Services Agreement is made this fourteenth day of July, 2000
(the "Effective Date"), by and between Ford Motor Company, a Delaware
Corporation having its principal place of business at One American Road,
Dearborn, MI 48126 (hereinafter "Ford") and Vastera Solution Services
Corporation, a Delaware corporation having its principal place of business at
45025 Aviation Drive, Dulles, Virginia 20166 (hereinafter "Vastera"). As used in
this Agreement, "Party" means either Ford or Vastera, as appropriate, and
"Parties" means Ford and Vastera. The Parties agree that the following terms and
conditions shall apply to the products and services to be provided by Vastera
under this Agreement in consideration of certain payments to be made by Ford.

                                    RECITALS

WHEREAS, Ford desires for Vastera to perform selected customs-related services
as further described in this Agreement.

WHEREAS, After careful evaluation of Vastera's proposals, Ford has agreed to
engage Vastera to render such services. After careful evaluation of Ford's
industry, business operations and needs, and Vastera's ability to satisfy such
needs, Vastera has agreed to perform such services. This Agreement documents the
terms and conditions of such arrangement.

NOW, THEREFORE, for and in consideration of the agreements set forth below,
Vastera and Ford agree as follows:

                              TERMS AND CONDITIONS

1.     DEFINITIONS

1.1    CERTAIN DEFINITIONS

       When used in this Agreement, the capitalized terms set forth below shall
       have the meaning indicated:

              (a)    "AGREEMENT" shall mean this Global Trade Services Agreement
                     between the Parties, and shall include these Terms and
                     Conditions, all Schedules, Attachments to Schedules, and
                     any revisions or amendments made in accord with the terms
                     hereof.

              (b)    "CONTROL" and its derivatives (including "Controlling
                     Interest") shall mean, with regard to any entity, the
                     legal, beneficial, or equitable ownership, directly or
                     indirectly of fifty percent (50%) or more of the capital
                     stock (or other ownership interest if not a corporation) of
                     such entity ordinarily having voting rights or the ability
                     of a person to elect or designate a majority of the members
                     of the Board of Directors or other governing body of such
                     entity.

              (c)    "CUSTOMS PENALTY LOSS" shall mean Losses incurred by Ford
                     or a Ford Subsidiary attributable to any fines, penalties,
                     or additional charges imposed by a governmental entity or
                     other legal authority as a result of alleged or actual
                     non-compliance with applicable customs-related laws,
                     regulations, or rules.

                                       1

<PAGE>

              (d)    "DELIVERABLES" shall mean (i) all materials, including any
                     information, designs, specifications, instructions, data,
                     and any documentation incorporating the foregoing, designed
                     or created for Ford by Vastera in the course of performing
                     its obligations under this Agreement, and (ii) the
                     Services.

              (e)    "DERIVATIVE WORK" means a work of authorship based on one
                     or more preexisting works, including, without limitation, a
                     translation, condensation, transformation, expansion or
                     adaptation, which, if prepared without authorization of the
                     owner of the copyright of such preexisting work, would
                     constitute a copyright infringement. The term "Derivative
                     Work" does not include the preexisting work upon which the
                     Derivative Work is based.

              (f)    "EQUIPMENT" shall mean the computer hardware, attachments,
                     peripherals and other computer and telecommunications
                     equipment used to provide the Services.

              (g)    "FEES" shall mean the Transaction Fee and the Gainsharing
                     Fee as set forth in Schedule G.

              (h)    "FORD" shall have the meaning set forth in the preamble to
                     the Agreement.

              (i)    "FORD GROUP" means Ford Motor Company, its Subsidiaries and
                     for purposes of this Agreement, Mazda Motor Corporation.

              (j)    "FORD PROPRIETARY PROPERTY" shall mean (i) facilities or
                     Equipment owned by Ford and used to provide the Services ,
                     (ii) Ford's Data, (iii) Intellectual Property owned by Ford
                     before the Effective Date, and (iv) other intellectual
                     property ownership rights created under this Agreement.

              (k)    "FORD'S DATA" means the information and data that is
                     proprietary to Ford and utilized by Ford to uniquely
                     operate Ford's business involving the importing and
                     exporting of its products, as that information and data
                     exists on the Effective Date and as it may evolve during
                     this Agreement.

              (l)    "GAINSHARING FEE" shall have the meaning set forth in
                     Schedule -G.

              (m)    "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust
                     Improvements Act of 1976, as amended, and the related
                     regulations and published interpretations.

              (n)    "LOSSES" shall mean all liabilities, damages and claims,
                     and all related costs and expenses (including reasonable
                     legal fees, disbursements and costs of investigation,
                     litigation, settlement, judgment, interest and penalties).

              (o)    "NET 15TH AND 30TH PROX." is a payment term requiring that
                     (i) payments for invoices submitted prior to the 15th of a
                     given month are due on the 15th of the next month, and (ii)
                     payments for invoices submitted on or after the 15th of a
                     given month are due on the last day of the next month.

              (p)    "SERVICES" shall have the meaning set forth in Section 3.1
                     of the Agreement.

              (q)    "SOFTWARE" shall mean the programming and program listings
                     (including Source Code and object code) used to provide the
                     Services , and includes any additions, modifications,
                     enhancements or alterations to such programming or program
                     listings and copies thereof.

              (r)    "SOURCE CODE" means both machine-readable and
                     human-readable copies of Software, as well as all
                     modifications or enhancements to such Software, consisting
                     of instructions to be executed upon a computer in the
                     language used by its programmers (i.e., before compilation
                     or

                                       2

<PAGE>

                     assembly) in a form in which the program logic of the
                     Software is deducible by a human being, fully commented,
                     and including all related flow diagrams and all other
                     documentation and manuals.

              (s)    "SUBSIDIARY" is any corporation, partnership, or other
                     entity in which a Party has a Controlling Interest. For
                     purposes of this Agreement, Visteon Corporation and Mazda
                     Motor Corporation are not Subsidiaries of Ford.

              (t)    "SYSTEM" or "SYSTEMS" shall mean all computer programs
                     (both source code and object code, unless otherwise
                     indicated) including, without limitation, software,
                     firmware, application programs, operating systems, files,
                     and utilities.

              (u)    "TERM" shall mean the Initial Term (as defined in Section
                     13.1) and any Renewal Terms (as defined in Section 13.2).

              (v)    "TRANSACTIONS FEE" shall have the meaning set forth in
                     Schedule G.

              (w)    "VASTERA" shall have the meaning set forth in the preamble
                     to the Agreement, and shall include any Vastera
                     subcontractors.

              (x)    "VASTERA'S INFORMATION TECHNOLOGY" means the computer
                     programs and systems including any associated files,
                     documentation and data that is proprietary to Vastera and
                     used by Vastera in the performance of Services hereunder,
                     and any modifications or Derivative Works based upon any
                     such program, system, file, documentation or data.

1.2    OTHER DEFINITIONS AND TERMS

Other terms used in this Agreement are defined in the context in which they are
used and shall have the meanings there indicated. Terms other than those defined
within this Agreement shall be given their plain English meaning, and those
terms, acronyms and phrases known in the information technology industry shall
be interpreted in accordance with their generally known meanings. Unless the
context otherwise requires, words importing the singular include the plural and
vice-versa, and words importing gender include all genders.

2.     RELATIONSHIP OF PARTIES

2.1    RELATIONSHIP

Vastera, in performing its responsibilities and obligations under this
Agreement, is acting as an independent contractor. Neither Party will have any
right, power, or authority, express or implied, to bind the other Party, and
nothing in this Agreement shall be construed to create a partnership, joint
venture, or agency relationship between the Parties. Ford and Vastera shall not
be construed as joint employers for any purpose. Vastera may retain
subcontractors to perform its responsibilities and obligations under this
Agreement in its sole discretion, and has the sole right to supervise, manage,
contract, direct, procure, perform or cause to be performed, all work to be
performed by Vastera under this Agreement. In the event that Vastera issues
Powers of Attorney or other written authorization to a subcontractor to perform
such responsibilities or obligations, Vastera shall provide a copy of such
written Power of Attorney or other authorization to the Ford Liaison as
designated in Section 2.2 of this Agreement.

2.2    SERVICE MANAGEMENT

       (a)    Ford shall designate a Ford Liaison, and Vastera shall designate a
              Vastera Liaison to:

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<PAGE>

              (i)    Serve as the single point of contact for that Party
                     regarding such Party's performance under this Agreement and
                     communications with the other Party;

              (ii)   Assume responsibility for the overall supervision and
                     management of that Party's obligations under this
                     Agreement; and

              (iii) Serve on the Management Team.

       (b)    Ford and Vastera agree that material aspects of the performance of
              the parties under this Agreement shall be coordinated through such
              designated liaisons. In all cases the Parties will make good faith
              efforts to cause their respective Liaisons to respond in a timely
              manner to inquiries or concerns from the other Party's designated
              Liaison.

       (c)    The initial Ford Liaison is:       David Rich

                                                 *

       (d)    The initial Vastera Liaison is:    Gary Boone

                                                 *

2.3    MANAGEMENT TEAM

       (a)    Vastera and Ford shall establish an executive management steering
              committee (the "Management Team") made up of the Vastera Liaison
              (and any other Vastera personnel designated by Vastera) and the
              Ford Liaison (and any other Ford personnel designated by Ford).
              The Parties shall determine in writing the responsibilities of the
              Management Team, but shall include at a minimum the following
              responsibilities:

              (i)    review of the Parties' performance under this Agreement;

              (ii)   the facilitation of communication between the Parties; and

              (iii)  the overall management of the Parties' relationship as such
                     relationship pertains to Services.

       (b)    Unless otherwise agreed upon by the Parties, meetings of the
              Management Team shall be held at least quarterly throughout the
              Term. At least two representatives of each Party must participate
              in Management Team meetings.

       (c)    The initial Ford members of the Management Team shall consist of:
                     Jerry Joyce, *
                     Frank Taylor, *

       (d)    The initial Vastera members of the Management Team shall consist
              of:

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       4

<PAGE>

                     Mark Palomba, *
                     Arjun Rishi, *

3.     SERVICES

3.1    SERVICES

Commencing as of the Effective Date and continuing throughout the Term, Vastera
shall be responsible for providing to Ford import and export trade management
services for selected Ford regions and selected Ford divisions and Subsidiaries
as further specified in Schedule A (the "Services"). Services will be provided
only to the Ford divisions, Subsidiaries, other entities, and regions specified
in Schedule B (the "Selected Ford Operations").

3.2    IMPLEMENTATION OF SERVICES

       (a)    There will be a phased implementation of Services beginning with
              the United States on the Effective Date ("Initial Launch"). A
              definitive Services implementation plan to transition the customs
              activities of the Selected Ford Operations to Vastera (the "Launch
              Plan") is attached hereto as Schedule C.

       (b)    Implementation of Services in any region outside the United States
              is contingent on:

              (i)    A Successful Implementation of Services in the United
                     States. "Successful Implementation" means meeting all
                     implementation-related Service Objectives ("Implementation
                     Service Objectives", as further defined in Schedule E) and
                     satisfaction of all Launch Plan milestones for the United
                     States (as further described in the Launch Plan);

              (ii)   No material breaches of this Agreement by Vastera that
                     remain uncured; and

              (ii)   Ford obtaining all regulatory, governmental, and other
                     legal approvals that are required in connection with the
                     implementation of Services (e.g., German Werks Council
                     approval, etc.). Within thirty (30) days of the Effective
                     Date, the Management Team shall begin the process of
                     assessing the applicability of and obtaining all such
                     regulatory, governmental, and other legal approvals. Both
                     Ford and Vastera will use good faith efforts to support the
                     Management Team efforts.

              Upon request by Vastera, Ford will discuss in good faith a waiver
              of some or all of the implementation requirements set forth in
              parts (i) through (iii) above.

3.3    MANAGED SUPPLIER AGREEMENTS

       (a)    Subject to Ford's contractual confidentiality obligations
              (provided that Ford will use reasonable efforts, excluding
              expenditure of funds other than nominal

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       5

<PAGE>

              expenditures, to receive the consents necessary to disclose to
              Vastera confidential information covered by such obligations),
              Vastera will manage and administer selected agreements between
              Ford and third party broker and freight forwarders (to the
              extent that such agreements apply to customs operations) that
              are identified and attached hereto as Schedule D (the "Managed
              Agreements"), as further described in Schedule A. With respect
              to each Managed Agreement, Vastera shall provide Ford with
              reasonable notice of any renewal, termination or cancellation
              dates and fees with respect to the Managed Agreements. Vastera
              shall not grant any consents or waivers under any such Managed
              Agreements without the consent of the appropriate entity or
              unit of Ford, which consent or waiver will not be unreasonably
              withheld or delayed. Any fees or charges imposed upon Ford in
              connection with any consents or waivers under, the Managed
              Agreements, obtained or given without Ford's consent, shall be
              paid by Vastera, unless such consent or waiver resulted from
              Ford's failure to respond within a reasonable time frame to
              Vastera's timely notice of such deadline or the third party
              broker and freight forwarder additional fees/charges not
              requiring a consent or waiver. Vastera shall also be
              responsible for the following with regard to the Managed
              Agreements:

              (i)    Notifying Ford of any Ford performance obligations and
                     any contract claims by the third parties bound by the
                     respective Managed Agreements ("Customs Service
                     Providers");

              (ii)   Cooperating with Customs Service Providers, including
                     problem resolution with respect to the services provided
                     under the respective Managed Agreements; and

              (iii)  Receiving, reviewing, and correcting any errors in any
                     invoices submitted by the Customs Service Providers and
                     promptly submitting such invoices to Ford for payment.

       (b)    Unless Ford provides its objections to Vastera and the affected
              Third Party Service Provider within a commercially reasonable
              time, Ford shall pay all Managed Agreement invoices that are
              reviewed and approved by Vastera.

       (c)    Ford shall not enter into

              (i)    any import/export customs-related modifications or
                     amendments to existing Managed Agreements without written
                     consent from Vastera, which consent will not be
                     unreasonably withheld or delayed.

              (ii)   any new import/export customs-related third party broker
                     and freight forwarder agreements without written consent
                     from Vastera, which consent will not be unreasonably
                     withheld or delayed.

              In the event Vastera fails to give reasonable consent or
              respond within a reasonable period of time, Ford shall have the
              right to amend or modify any existing Managed Agreement or
              enter into a new agreement with a customs-related broker or
              freight forwarder and such amended, modified, or new agreement
              shall become a Managed Agreement with the scope of this
              Agreement.

              Nothing in this Agreement shall be construed as prohibiting Ford
              from entering into broker and freight forwarder agreements that
              do not relate to import/export customs activities as described
              in Schedule A.

3.4    OPTION FOR ADDITIONAL SERVICES

Unless a Party provides notice of termination or non-renewal of this Agreement,
Vastera will have the right of first refusal in regions in which Vastera is
currently providing Services to Ford and Ford Subsidiaries (based on competitive
terms and pricing) for providing Services to Ford Subsidiaries to the extent
such Subsidiaries are not included in the Selected Ford Operations, provided
that such Subsidiaries may maintain and renew any third party contracts for
Services in effect as of the Effective Date, and also may manage such Services
internally without offering the right of first refusal to Vastera. At the option
of the Subsidiary and with written notice to Vastera, any existing third party
contract shall become a Managed Agreement under the scope of this Agreement,
subject to any contractual or other legal limitations or restrictions.

3.5    SERVICES FOR DIVESTED BUSINESS UNITS

If Ford ceases to Control one of the divisions, business units, or Subsidiaries
listed in Schedule B (such non-Controlled entity is referred to as a "Divested
Business Unit") that receives Services, each such Divested Business Unit shall
continue to receive Services at the Fees then in effect pursuant to this
Agreement in accordance with the following:


                                       6

<PAGE>

       (a)    For a Divested Business Unit for which the end of Control occurs
              prior the third anniversary of the Effective Date, such Divested
              Business Unit must continue to receive Services until the fourth
              anniversary of the Effective Date; and

       (b)    For a Divested Business Unit for which the end of Control occurs
              on or after the third anniversary of the Effective Date, such
              Divested Business Unit must continue to receive Services for at
              least one year following the end of Control.

3.6    SERVICE OBJECTIVES

Vastera and Ford shall mutually agree upon the metrics and service objectives
for the Services identified and set forth in Schedule E attached hereto (the
"Service Objectives"). Vastera will use reasonable efforts to meet all Service
Objectives; a failure by Vastera to meet a Service Objective is referred to as a
"Violation". In the event that Ford provides written notice to Vastera that
specifies a Violation, then the Management Team will promptly discuss such
Violation. Ford may terminate this Agreement immediately upon written notice to
Vastera if, after the ninety (90) day period following the first Management Team
discussion, (i) the Management Team is unable to resolve the issue to both
Parties' satisfaction, and (ii) Vastera has not cured the Violation. For
purposes of this Section, a Management Team discussion includes any discussion
between at least two Management Team representatives from each Party. Both
Parties shall use reasonable efforts to cause the first Management Team
discussion to occur as promptly as practicable following Ford's notice to
Vastera of a Violation.

3.7    REQUEST FOR NEW SERVICES

Ford may from time to time during the Term request that Vastera perform a
service that is not within the scope of Services described in Schedule A (a "New
Service"). Upon receipt of such a request from Ford, Vastera shall provide Ford
with:

       (a)    a written description of the work Vastera anticipates performing
              in connection with such New Service; and

       (b)    a schedule for commencing and completing such New Service.

       (c)    appropriate pricing and service level commitments

Vastera shall not begin performing any New Service until Ford and Vastera have
executed a written amendment to this Agreement for the performance of such New
Service.

3.8    TRANSITION SERVICES

Vastera will, unless Ford requests otherwise in writing, provide Services to *
in the regions specified in Schedule B (with regard to these four entities, such
Services are referred to as "Transition Services"), provided that Vastera's
obligation to provide such Transition Services shall end with respect to a given
entity on the date that an import/export customs services agreement between
Vastera and such entity becomes effective, or at such time as such entity
terminates its agreement with Vastera.

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       7

<PAGE>

3.9    THIRD PARTY SERVICES

Ford may at any time obtain additional Services not within the scope of the
Services specified in Schedule A for the Selected Ford Operations from any third
party service provider. Vastera shall fully cooperate with and work in good
faith with such third party service providers. Nothing in this Agreement shall
require Vastera to disclose Vastera Confidential Information to such third party
service providers, except to the extent agreed to by Vastera in writing.

4.     REPORTS

       (a)    In order to facilitate the proper delivery of Services, Vastera
              shall provide Ford with periodic written status reports, the
              frequency and contents of which are further described in Schedule
              F.

       (b)    Upon request by Ford, Vastera shall allow Ford reasonable
              read-only access (either directly or, at Ford's option, via a
              world wide web-based business to business exchange for automotive
              products and services in which Ford has an equity interest) to
              Vastera Systems used in the generation of the all reports
              required hereunder during normal business hours in order for Ford
              to prepare its own "ad hoc" reports.

5.     RATES AND CHARGES

5.1    TRANSACTION FEE

Ford shall pay to Vastera a Transaction Fee as further described in Schedule G.

5.2    GAINSHARING FEE

Ford shall pay to Vastera a Gainsharing Fee as further described in Schedule G.

5.3    INVOICING

Vastera shall invoice Ford for all amounts due under this Agreement for Services
performed on a monthly basis. Notwithstanding the foregoing, for the period
starting on the Effective Date and ending on December 31, 2004, Vastera may
invoice Ford in advance for one-twelfth of the minimum annual Transaction Fee
amount set forth in Schedule G applicable to the month to which the invoice
applies, provided that Vastera may not submit such invoice more than five days
prior to the month to which the invoice applies.

5.4    PAYMENT DUE

Invoices will be payable by Ford Net 15th and 30th Prox. All amounts due and
payable to Vastera under this Article 5 shall be paid, at Ford's option, either
(i) by check payable to the order of Vastera or (ii) by electronic funds
transfer to Vastera from account(s) designated by Ford. Ford may withhold
payment of any Fees that Ford disputes in good faith, so long as Ford provides
written notice to Vastera of its intent to withhold payment.

5.5    ALL-INCLUSIVE RATES

The fees, charges, and adjustments set forth in Schedule G are all-inclusive,
and include all elements of any applicable tax. The Parties agree to cooperate
with each other to enable each


                                       8

<PAGE>

to more accurately determine their own tax liability and to minimize such
liability to the extent legally permissible.

5.6    RATE REVIEW


With respect to each twelve (12) month period after the Effective Date,
Vastera shall conduct an internal review (the "Rate Review") to calculate *
to third parties that (i) manufacture, sell, or distribute motor
vehicle-related goods or services ("Third Party Fees") during that period,
(ii) receive services from Vastera that are substantially similar to Ford's
Services, and (iii) pay *. Vastera shall complete any Rate Review within
thirty (30) days of such period. At the conclusion of any Rate Review,
Vastera shall furnish Ford with a letter from a Vastera senior executive
stating whether such Difference exists, and if so, whether the Difference
calculated by Vastera equals or exceeds *. If this Difference *, then Ford and
Vastera will discuss in good faith an action plan to cause Fees to *. If such
action plan cannot be developed to Ford's satisfaction within ninety (90)
days, or if Vastera fails to carry out a mutually acceptable action plan in
accordance with the schedule set forth in that action plan, then Ford may
terminate the Commercial Agreement immediately upon written notice to Vastera.


6.     INTELLECTUAL PROPERTY RIGHTS

6.1    FORD'S DATA

       (a)    Solely to the extent necessary to provide Services pursuant to
              this Agreement, Ford hereby grants to Vastera, a worldwide,
              nonexclusive, royalty-free, personal, nontransferable and limited
              right and license: (i) to use; (ii) to operate; (iii) to maintain,
              including, but not limited to, legally required record retention;
              (iv) to copy solely for backup and archival purposes; (v) to
              modify; and (vi) to create Derivative Works of Ford's Data as
              necessary to provide the Services during the Term of this
              Agreement.

       (b)    Upon the expiration or termination of this Agreement for any
              reason, Vastera's rights and license(s) to Ford's Data shall
              terminate, and Vastera shall return all copies in all media to
              Ford, except to the extent and only for the period Ford's Data is
              necessary for Vastera to provide services to Ford during the
              Termination Transition Period, and thereafter returned or for such
              period of record retention as may be required by law or regulation
              in any jurisdiction in which the Services under this Agreement
              have been performed, whichever period is longer..

6.2    VASTERA'S INFORMATION TECHNOLOGY

       (a)    Upon delivery or use of Vastera's Information Technology in
              performing Services under this Agreement, Vastera shall grant to
              the Ford and Ford Subsidiaries a limited nonexclusive and paid-up
              license to use, reproduce, modify and prepare derivative works
              based upon such Information Technology for the sole purpose of
              supporting the business of the Ford Group but only to the extent
              such use does not compete with directly with Vastera's
              import/export customs trade management services provided to third
              parties.

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       9

<PAGE>

       (b)    Upon expiration or termination of this Agreement, or the end of
              the Transition Period, whichever is later, Ford's rights to
              Vastera's Information Technology to use, reproduce, modify and
              prepare derivative works shall terminate, provided that at Ford's
              option, Ford may pay the annual license fees set forth in Schedule
              G in order to license Vastera's Information Technology as
              necessary for the continued internal business operation of the
              Services by Ford Group or their contractors.

6.3    COPYRIGHTS

       (a)    FORD-SPECIFIC WORKS:

              (i)    Any original work of authorship created by Vastera in
                     performing the Services hereunder and that is created
                     uniquely for Ford or a Ford Subsidiary ("Ford Specific
                     Work") on or after the Effective Date, including but not
                     limited to Derivative Works based upon Ford's Information
                     Technology, shall be considered as a specially ordered or
                     commissioned "work made for hire," as that term is defined
                     in U.S. Copyright law (USC Title 17), and all copyrights
                     for such works of authorship shall belong to Ford or the
                     appropriate Ford Subsidiary. In the event any portion of
                     any work of authorship created by Vastera specifically for
                     Ford or a Ford Subsidiary in performing the Services
                     hereunder does not qualify as "work made for hire," Vastera
                     hereby assigns or, if Vastera has failed to previously
                     secure ownership of all copyrights in such portion from its
                     subcontractors, Vastera will use commercially reasonable
                     efforts to obtain title and assign all copyrights to such
                     Ford Specific Work to Ford or the appropriate Ford
                     Subsidiary. If such commercially reasonable efforts fail,
                     Vastera will create a materially similar alternative work
                     of authorship and assign all right and title to such
                     alternative work of authorship to Ford or the appropriate
                     Ford Subsidiary.

              (ii)   All Ford Specific Work referenced in Section 6.3(a)(i)
                     above shall bear a valid copyright notice designating Ford
                     Motor Company or the appropriate Ford Subsidiary as the
                     copyright owner.

              (iii)  With regard to each work of authorship created prior to
                     performing the Services hereunder for which copyrights are
                     owned or controlled by Vastera or for which Vastera has
                     rights to grant copyright licenses and which is included in
                     any Ford Specific Work referenced in Section 6.3(a)(i)
                     above ("Background Work"), Vastera hereby grants to Ford
                     and its Subsidiaries an irrevocable, nonexclusive, paid-up,
                     worldwide license under each and every such copyright to
                     reproduce the background work, to prepare derivative works
                     based thereon, to distribute copies of the background work
                     to the public, and to publicly or privately display the
                     background work without further accounting to Vastera, only
                     in conjunction with the Ford Specific Work.

              (iv)   Ford grants back to Vastera an irrevocable, nonexclusive,
                     paid-up, worldwide license under each and every such
                     copyright in such Ford Specific Work, with rights to
                     reproduce the Ford Specific Work, to prepare

                                       10

<PAGE>

                     derivative works based thereon, provided such use is part
                     of Vastera's business of providing import/export customs
                     management services to others.

       (b)    NON-SPECIFIC WORKS: Any original work of authorship created by
              Vastera in performing the Services hereunder and that is not a
              Ford Specific Work shall be owned by Vastera and licensed to Ford
              and its Subsidiaries under the terms of Section 6.2 above.

6.4    INVENTIONS

       (a)    With respect to inventions which Vastera conceives or first
              reduces to practice in the course of performing Services and which
              inventions relate to such Services, Vastera grants to Ford a
              permanent, paid-up, nonexclusive, nontransferable worldwide
              license, with a right to sublicense only the Ford Group, to use,
              have used, and to otherwise practice processes covered by patents
              on such inventions, for the sole and exclusive use by the Ford
              Group.

       (b)    Vastera grants to Ford a permanent, paid-up, nonexclusive,
              worldwide license, with a right to sublicense Ford Group, to make,
              have made, use, have used and sell products and services, and to
              otherwise practice processes covered by any other patents which
              are now or hereafter owned or controlled by Vastera and only to
              the extent such a license is necessary to exercise Ford's rights
              in Section 6.4(a) above.

       (c)    In no event shall such license granted pursuant to Section 6.4(a)
              or 6.4(b) permit Ford to compete directly with Vastera in the
              provision of import/export customs trade management services
              provided to third parties.

6.5    IP WARRANTY/INDEMNITY.

Vastera warrants that the transfer to Ford and Ford's use of Vastera's
Information Technology, including related documentation, will not infringe any
proprietary rights (including patents, copyrights, trademarks and trade secrets)
of any other entity. Vastera will indemnify and defend Ford from any claim,
liability and expense, including reasonable attorneys' fees, arising out of any
breach of the foregoing warranty, provided that Ford notifies Vastera in a
timely fashion of such claim. Vastera's obligation to indemnify and defend Ford
will apply except to the extent that such infringement is directly attributable
to Vastera's incorporation of Ford's Information Technology into Vastera's
Information Technology. In the event a claim of infringement is asserted,
Vastera may replace or modify the Software to make it non-infringing, provided
that Ford approves that such replacement or modification achieves the
substantive results of the original version of the Software which approval shall
not be unreasonably withheld, or Vastera may procure at its expense a license
for Ford to use the rights allegedly infringed.

6.6    MISCELLANEOUS

Vastera will neither assert nor transfer to another a right to assert against
Ford and/or its associated companies, or dealers or customers or suppliers
thereof, any intellectual property right of Vastera that is contrary to the
scope of any licenses granted to Ford or any of Ford's Subsidiaries in the
course of Vastera's activities hereunder.

                                       11

<PAGE>

7.     NEW TECHNOLOGY

Vastera shall use reasonable efforts to provide the Services using reasonably
current and commercially viable technologies that will enable Ford to take
advantage of technological advancements in its industry and support Ford's
efforts to maintain competitiveness in the markets in which it competes. Ford
and Vastera recognize that Vastera will develop and market new software and
systems during the Term that can be applied to Services. Vastera agrees to
offer such new software and systems to Ford in connection with the provision
of Services by Vastera to Ford.

8.     DATA AND CONFIDENTIALITY

8.1    SCOPE

During the course of this Agreement, the Parties each acknowledge that they may
be furnished with, receive, or otherwise have access to information of or
concerning the other Party, which such Party considers to be confidential. For
purposes of this Agreement, "Confidential Information" is defined as information
that is disclosed in connection with this Agreement and is furnished in the
following forms:

       (a)    All data in whatever form pertaining to Ford and Ford Subsidiaries
              that is received, processed, or stored by Vastera;

       (b)    Any written information, including drawings, documents, financial
              statements and projections, product and product cycle plans and
              any other written information or machine readable data, of a Party
              furnished to the other Party which is either marked "Confidential"
              or contains a proprietary notice clause;

       (c)    Information, including demonstrations, which is furnished orally,
              if it is identified at the time of oral delivery as being
              Confidential Information and is confirmed as such by the
              furnishing Party in a written instrument delivered to the
              receiving party within fifteen (15) working days after such oral
              delivery. Such confirmatory instrument shall specifically describe
              the relevant Confidential Information and the date of its oral
              delivery and refer to this Agreement; and

       (d)    Any item of hardware, including samples, devices and any other
              physical embodiments, if an appropriate label is placed on such
              hardware by the furnishing party identifying such hardware as
              containing Confidential Information and such hardware is delivered
              to the receiving Party.

In addition, the terms and conditions of this Agreement shall be deemed
Confidential Information.

8.2    NON-DISCLOSURE

The receiving Party shall, for a period beginning with the first date of receipt
of each respective disclosure and continuing for * thereafter or such period
during which information, data or records must be maintained under applicable
law or regulation, whichever period is longer, use at least the same degree of
care exercised by the receiving Party with respect to its own information of the
same nature as Confidential Information, but in any event no less than a
reasonable degree of care to maintain the confidentiality of Confidential
Information and to limit


---------------
* This portion of the document has been omitted pursuant to a request for
  confidential treatment and such portion has been filed separately with the
  U.S. Securities and Exchange Commission.



                                       12

<PAGE>

its disclosure to such of its directors, employees, agents, advisors or
subsidiaries on a need to know basis. The receiving Party shall be responsible
for the compliance by such directors, employees, agents, advisors or
subsidiaries with the confidentiality provisions of this Agreement.

8.3    EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS

The confidentiality and limited use obligations of this Agreement shall not
apply to information received pursuant to this Agreement which:

       (a)    is or becomes publicly known other than through a breach of this
              Agreement by the receiving Party; or

       (b)    is already known to the receiving Party at the time of disclosure
              as evidenced by the receiving Party's written documentation; or

       (c)    is lawfully received by the receiving Party from a third party
              without breach of this Agreement or breach of any other agreement
              between the disclosing Party and such third party; or

       (d)    is independently developed by employees of the receiving Party who
              have not had access to or received any Confidential Information
              under this Agreement; or

       (e)    is authorized in writing by the disclosing Party to be released
              from the confidentiality obligations herein.

8.4    OWNERSHIP OF CONFIDENTIAL INFORMATION

Confidential Information shall remain the exclusive property of the disclosing
Party. The receiving Party agrees that Confidential Information disclosed
hereunder is being received subject to the disclosing Party's ownership rights
in such Confidential Information and, further, subject to all relevant
intellectual and/or proprietary property rights of the disclosing Party,
including the relevant laws governing patents, trademarks, copyrights,
semiconductor chip protection, trade secrets and unfair competition.

8.5    RETURN OF CERTAIN CONFIDENTIAL INFORMATION

Upon the request of the disclosing Party, the receiving Party shall, at its own
expense, promptly return to the disclosing Party all originals and copies of the
writings and hardware in its possession which contain Confidential Information.
If any writing or hardware has been destroyed, an adequate response to a return
request therefor by the disclosing Party will be written notice, executed by the
receiving Party, that such writing or hardware has been destroyed.

8.6    USE OF CONFIDENTIAL INFORMATION

Confidential Information shall not be copied or used by the receiving Party for
any purpose other than in connection with a Party's obligations under this
Agreement. With regard to Confidential Information which is covered by
copyrights belonging to the disclosing Party, it is agreed that the disclosing
Party reserves all rights therein. However, the Parties further agree that a
limited number of copies of written materials covered by such copyrights (not
including machine

                                       13

<PAGE>

readable data) may be made by the receiving Party so that the receiving Party
can adequately use such Confidential Information within the terms and conditions
of this Agreement, provided that all proprietary legends and notices on the
originals are also reproduced on such copies and that each copy is controlled by
the receiving Party as an original in accordance with the terms of this
Agreement.

8.7    LEGALLY REQUIRED DISCLOSURE

       (a)    If the receiving Party becomes legally compelled (by oral
              questions, interrogatories, request for information or documents,
              subpoena, civil investigative demand or similar process) to
              disclose any Confidential Information, the receiving Party will
              provide the disclosing Party with prompt written notice so that
              the disclosing Party may seek a protective order or other
              appropriate remedy and/or waive compliance with the provisions of
              this Agreement. In the event that such protective order or other
              remedy is not obtained, or the disclosing Party waives compliance
              with the provisions of this Agreement, the receiving Party will
              furnish only that Confidential Information which is legally
              required and will exercise reasonable efforts to obtain reliable
              assurance that confidential treatment will be accorded the
              Confidential Information so disclosed.

       (b)    If the receiving Party becomes legally required or compelled by a
              governmental authority or agency to disclose any Confidential
              Information, the receiving Party shall promptly notify the
              disclosing Party of such disclosure. The notice of disclosure
              shall include, but not be limited to, identification of the
              authority or agency requiring or compelling the disclosure, the
              scope of the disclosure, the statute, regulation or other
              authority for requiring the disclosure, and exact copies of the
              Confidential Information disclosed.

8.8    RIGHT TO ENJOIN DISCLOSURE

The Parties acknowledge that a receiving Party's unauthorized disclosure or use
of Confidential Information may result in irreparable harm. The disclosing Party
may seek a temporary restraining order and injunction to protect its
Confidential Information. The receiving Party will not raise the defense of an
adequate remedy at law. This provision does not alter any other remedies
available to the Parties or any other defense to prevent an award of preliminary
injunctive relief to the disclosing party.

8.9    NO PATENT OR TRADEMARK LICENSE

Nothing in this Section 8 shall be construed as granting or conferring upon a
Party, expressly, impliedly, or otherwise, any licenses or other rights under
any patents, trademarks or any other intellectual and/or proprietary rights
which the other Party hereunder now owns or may hereafter acquire.

8.10   FORD AND FORD SUBSIDIARY DATA

Notwithstanding anything to the contrary in this Section 8, all data pertaining
to Ford and Ford Subsidiaries processed by Vastera or stored by Vastera shall be
treated as Confidential Information during the Term and for two years thereafter
or such period during which information, data or records must be maintained
under applicable law or regulation, whichever period is longer, and shall not be
disclosed to anyone except employees, agents, and

                                       14

<PAGE>

contractors of Vastera who have a "need to know" the same in order to further or
facilitate the performance of the Services and who are legally bound to respect
the confidentiality thereof. All such data shall be and remain the property of
Ford or the applicable Ford Subsidiary and Vastera shall provide Ford with
reasonable access to any such data. Promptly after the termination or expiration
of this Agreement, Vastera will return to Ford all of Ford's and each Ford
Subsidiary's information, data, and files in Vastera's then-standard format and
media, subject only to any legally required data, document, or record retention
or maintenance. Subject to Section 8.2, Vastera shall exercise reasonable care
for the protection of such data and shall maintain reasonable data integrity
safeguards against the deletion or alteration of such data. In the event that
any such data is lost or destroyed because of any act or omission of Vastera or
any noncompliance with the obligations of Vastera under this Agreement, then
Vastera shall, at its own expense, reconstruct such data as soon as feasible.

9.     FACILITY AND INFORMATION ACCESS

9.1    ACCESS TO FORD EQUIPMENT AND FACILITIES

Ford agrees to provide Vastera (including its subcontractors), at no additional
charge, with:

       (a)    use of a reasonable amount of temporary office space at Ford's
              facilities for a period of time not to extend beyond April 1,
              2001, as well as the office services (including duplicating and
              internal mail delivery services), office furniture, office
              supplies and such other items as Ford provides to its own
              personnel as of the Effective Date that are necessary from time
              to time for Vastera to perform its responsibilities under the
              Agreement (provided that Ford shall have no obligation to provide
              long-term office space and office services to Vastera); and

       (b)    reasonable access to data communications and connectivity
              (including with respect to Ford's LAN as well as local and
              long-distance telephone access and connectivity), each as
              reasonably necessary from time to time for Vastera to perform its
              responsibilities under the Agreement.

9.2    ACCESS TO INFORMATION AND FORD PERSONNEL

       (a)    Subject to Ford's reasonable discretion regarding confidentiality
              (provided that, for Ford's contractual confidentiality
              obligations, Ford will use reasonable efforts, excluding
              expenditure of funds other than nominal expenditures, to receive
              the consents necessary to disclose to Vastera confidential
              information covered by such obligations), Ford agrees to make
              available any information or access to Ford's personnel (including
              management personnel) that Vastera or its subcontractors
              reasonably requests to perform their respective obligations under
              this Agreement.

       (b)    With respect to either Party's obligations under the laws and
              regulations of any jurisdiction in which Services under this
              Agreement have been or are being performed, both Ford and Vastera
              are to make available any information or access to the Party's
              personnel as is required to satisfy the complying Party's legal
              obligations and responsibilities.


                                       15

<PAGE>

9.3    PREMISES OBLIGATIONS

While on Ford or Ford Subsidiary premises ("Ford Premises"), Vastera will
examine the premises to determine whether they are safe for such Services, and
will advise Ford promptly of any situation that it deems to be unsafe. For
Services performed on Ford Premises in Canada, Vastera must furnish to Ford,
prior to payment of invoices for such Services, evidence of compliance with the
Canadian Worker's Compensation Act.

In addition, while on Ford Premises, Vastera's employees, contractors, and
agents shall (1) comply with the reasonable requests, standard rules, and
regulations of Ford regarding safety and health, personal and professional
conduct (including the wearing of an identification badge or personal protective
equipment and adhering to plant regulations and general safety practices or
procedures) generally applicable to such Ford facilities, which rules and
regulations Ford shall provide to Vastera upon Vastera's request, (2) not
possess, use, sell, or transfer illegal drugs, medically unauthorized drugs or
controlled substances, or unauthorized alcohol, (3) not be under the influence
of alcohol or drugs on Ford's Premises, and (4) otherwise conduct themselves in
a businesslike manner,

Ford may deny entry to Ford Premises by any Vastera employee, contractors, or
agents who violates any of the foregoing requirements.

9.4    CONDUCT OF VASTERA PERSONNEL

Vastera shall ensure that the Vastera employees maintain and enforce the
confidentiality provisions of this Agreement. In the event that Ford determines
that a particular member of the Vastera Service-related project staff (the
"Project Staff") is not conducting himself or herself in accordance with this
Section, Ford may notify Vastera of such conduct. Upon receipt of such notice,
Vastera shall promptly (a) investigate the matter and take appropriate action
which, if such member of the Project Staff is not conducting himself or herself
in accordance with this Section, may include (i) removing the applicable person
from the Project Staff and providing Ford with prompt notice of such removal and
(ii) replacing the applicable person with a similarly qualified individual or
(b) take other appropriate disciplinary action to prevent a recurrence. In the
event there are repeat violations of this Section by a particular member of the
Project Staff, Vastera shall promptly remove the individual from the Project
Staff as set forth above.

9.5    REQUIRED CONSENTS

Ford shall obtain such consents as may be required to provide Vastera access to
Ford's facilities as described in Section 9.1( the "Required Consents"). Ford
shall pay such fees as may be required to obtain the Required Consents. If a
Required Consent is not obtained, then, unless and until such Required Consent
is obtained, Vastera will act in good faith to provide the Services to the
extent practicable without such Required Consents, and Ford shall be responsible
for any reasonable additional costs associated with such alternative approaches.

9.6    POWERS OF ATTORNEY

Ford shall issue to Vastera Powers of Attorney or such other authorizations as
may be required by the laws or regulations of any jurisdiction in which the
Services of this Agreement are being or will be performed. If Vastera issues
Powers of Attorney or other similar authorizations to other persons or entities
related to the performance of the Services under this Agreement,

                                       16

<PAGE>

Vastera shall provide copies of such Powers of Attorney or other authorizations
to the Ford Liaison.

10.    REPRESENTATIONS AND WARRANTIES

10.1   AUTHORIZATION

Each Party represents and warrants to the other that:

       (a)    It has the requisite corporate power and authority to enter into
              this Agreement and to carry out the transactions contemplated by
              this Agreement;

       (b)    The execution, delivery and performance of this Agreement and the
              consummation of the transactions contemplated by this Agreement
              have been duly authorized by the requisite corporate action on the
              part of such Party; and

       (c)    It is in compliance with all applicable laws and has obtained all
              applicable permits and licenses required in connection with its
              obligations under this Agreement;

10.2   NON-INFRINGEMENT

Vastera represents and warrants that it shall perform its obligations under this
Agreement in a manner that does not infringe, or constitute an infringement or
misappropriation of, any patent, copyright, trademark, trade secret or other
proprietary rights of any third party.

10.3   OWNERSHIP OR USE

Vastera represents and warrants that it is either the lawful owner of, or
authorized to use, the Vastera Proprietary Property, and that the Vastera
Proprietary Property has been lawfully developed or acquired by Vastera and
Vastera has the right to grant Ford the rights granted herein to Vastera
Proprietary Property, including the rights of access and use.

10.4   COMPLIANCE WITH OBLIGATIONS

Each party represents and warrants that its execution and delivery of, and
performance of its obligations under, this Agreement does not violate or
constitute a breach of any of its contractual obligations with third parties.

10.5   WARRANTIES

       (a)    Vastera represents and warrants the following to Ford:

              (i)    The equipment and goods selected by Vastera (and not by
                     Ford) in providing the Services will be free of material
                     defects, and suitable and fit for the purposes of providing
                     Services under this Agreement; and

              (ii)   All Services will be performed by Vastera in a professional
                     and workmanlike manner, in accordance with generally
                     accepted industry practices and standards.

                                       17

<PAGE>

       (b)    Vastera will not be responsible and disclaims all express and
              implied warranties for any inaccuracies in Deliverables to the
              extent such inaccuracies are attributable to data and/or Ford
              Proprietary Property or Systems provided by Ford to Vastera.

       (c)    THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL
              OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
              TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
              PARTICULAR PURPOSE.

10.6   REGULATORY AND CORPORATE PROCEEDINGS

       (a)    Each Party agrees to obtain all necessary regulatory approvals
              applicable to its business, obtain any necessary licenses, permits
              and Required Consents, and comply with any regulatory requirement
              or law applicable to the performance of the Services and their
              other respective obligations under this Agreement.

       (b)    Vastera has obtained and provided to Ford copies of all licenses
              and permits issued by any governmental authority or agency
              required by Vastera to perform the Services under this Agreement.

10.7   EXERCISE OF REASONABLE CARE

       (a)    Vastera shall exercise reasonable care or such other applicable
              standard of conduct as is applicable in any jurisdiction in which
              the Services under this Agreement have been or are being
              performed. Vastera's failure to exercise reasonable or such other
              applicable standard of conduct shall entitle Ford to
              indemnification, as provided in section 15.1 of this Agreement.

       (b)    If, in its performance of the Services or meeting the Objectives
              under this Agreement, Vastera wants to take any action or position
              that, in the judgment of a reasonable person in similar
              circumstances, would expose or subject Ford to a material dispute,
              challenge or enforcement action by any governmental authority or
              agency (including, but not limited to, changes in the historic
              classifications and historic valuations of Ford goods), Vastera
              shall provide Ford with written notice of the proposed action or
              position, along with an explanation and request Ford's consent
              prior to taking any action or position, prior to taking any action
              or position. Consent shall be given in Ford's sole discretion.

11.    CORPORATE CITIZENSHIP

11.1   SMALL AND DISADVANTAGED BUSINESS CONCERNS

Ford serves from time to time as a contractor for the United States government.
The policy of the United States government expressed in Pub. L. 95-507, that
small business concerns and small disadvantaged business concerns will have the
maximum practicable opportunity to participate in performing contracts of the
United States government, and its clause entitled "Utilization of Small Business
Concerns and Small Business Concerns Owned and Controlled by Socially and
Economically Disadvantaged Individuals," apply to Ford U.S. and its U.S.
suppliers, including Vastera. A copy of the foregoing clause is available from
Ford upon request.

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<PAGE>

11.2   SOURCING AND COMPLIANCE

Vastera agrees to report to Ford all * made by Vastera during each calendar
quarter and each calendar year and to *. Vastera will comply with federal
laws, rules and regulations applicable to subcontractors of government
contractors, including those relating to contracting with small and
disadvantaged business concerns (Pub. L. 95-507); contracting with business
concerns operating in areas of surplus labor (41 CFR 1-1.805); and
contracting with women-owned business concerns (Executive Order 12138).

12.    RECORDS; CONTROL REVIEW; AUDITS

12.1   RECORDS

Vastera will create accurate records and books of account regarding its business
relating to the Services pursuant to this Agreement and maintain such records
for at least seven years after their creation.

12.2   CONTROL REVIEW GUIDELINES

Vastera shall cause all Vastera Systems utilized in support of Services to
qualify under the Ford Application Control Review Guidelines attached as
Schedule H.

12.3   GENERAL AUDIT

Only on annual basis, Ford, upon notifying Vastera of the estimated scope and
duration of the audit will have the right upon at least five (5) business
days' prior notice and during normal business hours to send its authorized
representatives to examine all pertinent documents and materials in the
possession or under the control of Vastera relating to any of Vastera's
obligations under this Agreement or any payments requested by Vastera
pursuant to this Agreement. Except as provided in Section 12.4 below, Ford
will not have access to any information relating to Vastera's other customers
if the release of such information to Ford would violate any confidentiality
agreement with such customers.

Vastera will assist Ford's employees, agents, subcontractors, examiners or
auditors as may be reasonably required in testing Ford's data files and programs
created by Vastera in the course of performing its obligations under this
Agreement, including, without limitation, installing and running audit software.
If requested by Ford's external auditors or required by law (e.g., governmental
agency reporting purposes), Vastera will assist Ford in responding to those
requests and requirements, including copying.

12.4   RATES AUDIT

Ford shall have the right upon at least five (5) business days' prior notice
and during normal business hours to have an independent certified public
accounting firm ("Ford Auditor") inspect, examine, audit and take extracts
from or make copies of any Vastera's records and books of account relating to
whether or not Vastera's Compliance Letters issued to Ford were inaccurate in
any material respect. Ford shall cause the Ford Auditor to agree that it will
not disclose any financial data

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       19

<PAGE>

regarding any of Vastera's third party customers to Ford, except that if the
Ford Auditors identify an inaccuracy relating to any Compliance Letter delivered
to Ford, then the Ford Auditor may disclose the nature and magnitude of the
inaccuracy to Ford.

12.5   AUDIT EXPENSES

All costs and expenses, related to such audits will be fully borne by Ford,
except for audits where a Ford Auditor identifies material inaccuracies relating
to Compliance Letters, in which case Vastera will bear the costs and expenses
related to such audit. A "material inaccuracy" as used in this section means an
error favoring Vastera equal to or exceeding *.

13.    TERM

13.1   INITIAL TERM

The term of this Agreement shall begin on the Effective Date and shall expire
ten (10) years after the Effective Date, unless terminated earlier or extended
in accordance with this Agreement (the "Initial Term").

13.2   RENEWAL TERMS

After the Initial Term, this Agreement shall automatically renew for successive
terms of three (3) years each (each of which shall be a "Renewal Term"), unless
this Agreement is terminated earlier in accordance with this Agreement.

14.    TERMINATION, EXPIRATION AND TRANSITION

This Agreement may be terminated before the expiration of the Initial Term or
any Renewal Term in accordance with the provisions of this Section 14.

14.1   TERMINATION FOR CAUSE

       (a)    If either Party materially defaults in its performance under this
              Agreement and fails to either substantially cure such default
              within * after receiving written notice specifying the default,
              then the Party not in default may terminate this Agreement
              immediately upon written notice, as of a date specified in such
              notice. If the nature of the default reasonably precludes a best
              efforts cure by the defaulting Party within * of receipt of
              written notice, then the defaulting Party must promptly (i) notify
              the other Party in writing of such preclusion, (ii) commence
              curing such default with reasonable best efforts and all due
              diligence, and (iii) cure such default within * after receiving
              the original written notice from the other Party. In the event
              that such cure is not achieved within this * period, the other
              Party may terminate this Agreement immediately upon written
              notice, as of a date specified in such notice.

       (b)    Notwithstanding 14.1(a), in the event that a Party defaults in the
              payment of any charges or other amounts due to the other Party
              under this Agreement and fails

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       20

<PAGE>

              to cure such default within * days after receiving written notice
              specifying such default, then the other Party may terminate this
              Agreement immediately.

14.2   TERMINATION FOR CONVENIENCE

       (a)    Commencing upon August 1, 2003, either Party may terminate this
              Agreement for convenience upon providing the other Party with
              one year's written notice of such termination, provided that
              such written notice must be sent by the terminating Party to
              the other Party during the period starting on August 1, 2003
              and ending on August 20, 2003. In the event that the
              terminating Party fails to send notice during such period, such
              notice will be deemed null and void so long as the other Party
              responds in writing regarding such failure within fifteen (15)
              days of receipt of the original notice.


       (b)    Commencing upon August 1, 2004 written notice of such termination,
              provided that such written notice must be sent by the terminating
              Party to the other Party during the period starting on * and
              ending on * of any calendar year. In the event that the
              terminating Party fails to send notice during such period, such
              notice will be deemed null and void so long as the other Party
              responds in writing regarding such failure within * of receipt of
              the original notice.


14.3   OTHER TERMINATION

       (a)    Ford may terminate this Agreement in accordance with the
              provisions set forth in Section 3.6 and 5.7. Either Party may
              terminate this Agreement in accordance with the provisions set
              forth in Section 16.2.

       (b)    Either Party may terminate this Agreement immediately upon written
              notice to the other Party in the event that any HSR Act waiting
              period applicable to the Stock Transfer Agreement among Ford,
              Vastera, and Vastera, Inc. (the "Stock Issuance Agreement", dated
              as of the date hereof) does not expire or is not terminated within
              45 days of the submission of premerger notification filings by
              both Parties.

       (c)    During the period starting on the Effective Date and ending sixty
              (60) days thereafter (the "Sixty Day Period"), either Party may
              terminate this Agreement upon written notice to the other Party,
              provided that (i) the effective date of such termination will be
              the day following the Sixty Day Period and (ii) in the event that
              Vastera receives written approval or concurrence from the United
              States Securities and Exchange Commission of its treatment of the
              transactions contemplated by the Stock Issuance Agreement as a
              business combination applying the purchase method of accounting
              under generally accepted accounting principles, then neither Party
              may terminate this Agreement pursuant to this Section 14.3(c),
              regardless of whether notice of such termination has been provided
              to the other Party.

14.4   CONSEQUENCES OF TERMINATION OR EXPIRATION

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       21

<PAGE>

Upon the termination or expiration of this Agreement other than as a result of
an intentional breach by Ford, Ford, at its option, may provide Vastera with
written notification of Ford's desire to continue its access and use of the
Services for an additional twelve-month close down period (the "Termination
Transition Period") pursuant to the same terms and conditions set forth in this
Agreement. The Parties shall be obligated to maintain the then-current pricing
(unless the then-current pricing is not feasible for Vastera to derive a
reasonable business profit, in which case the pricing during the Termination
Transition Period will be based on Vastera's actual costs plus * markup) for the
entire Termination Transition Period. If Ford does not provide Vastera written
Termination Transition Period notification within fifteen (15) days from the
termination or expiration of this Agreement, then:

       (a)    Each Party shall return to the other Party within a reasonable
              time all Confidential Information and other property (including
              intellectual property) of such other Party that it does not have a
              right to continue to use; and

       (b)    Commencing upon the expiration of this Agreement or upon any
              notice of termination, and continuing for a period to be agreed
              upon by the Parties, Vastera will provide to Ford, at the rates
              set forth in Schedule G, transition assistance reasonably
              necessary to transition Ford from Services.

15.    INDEMNITIES

15.1   INDEMNITY BY VASTERA

To the full extent permitted by applicable law and subject to the limitations
set forth in Section 16, Vastera will defend, indemnify, and hold harmless
Ford, Ford Subsidiaries, their directors, officers, and employees ("Ford
Indemnitees") for all Losses incurred by Ford Indemnitees in connection with
all claims (including lawsuits, administrative claims, regulatory actions,
and other proceedings to recover for personal injury or death, property
damage, or economic loss) that are related in any way to Vastera's (i) breach
of any of its obligations under this Agreement, *, (iii) willful misconduct,
or (iv) *. Vastera's obligation to indemnify under this Section will apply
regardless of whether the claim arises in tort, negligence, contract,
warranty, strict liability, civil or criminal investigation or enforcement by
any governmental authority or agency, or otherwise except to the extent of
the contributory or superseding negligence of Ford.

15.2   INDEMNITY BY FORD

To the full extent permitted by applicable law and subject to the limitations
set forth in Section 16, Ford will defend, indemnify, and hold harmless Vastera,
its directors, officers, and employees ("Vastera Indemnitees") for all Losses
incurred by Vastera Indemnitees in connection with all claims (including
lawsuits, administrative claims, regulatory actions, and other proceedings to
recover for personal injury or death, property damage, or economic loss) that
are related in any way to Ford's (i) breach of any of its obligations under this
Agreement, *, or (iii) willfull misconduct, as such breach, *, or willful
misconduct relates to:

       (a)    Ford's payment obligations under this Agreement; or

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       22

<PAGE>

       (b)    Any inaccuracies in the information provided by Ford to Vastera
              pursuant to Section 9.2.

Ford's obligation to indemnify under this Section will apply regardless of
whether the claim arises in tort, negligence (including gross negligence),
contract, warranty, strict liability, civil or criminal investigation or
enforcement by any governmental authority or agency, or otherwise except to the
extent of the contributory or superseding negligence of Vastera.

15.3   ADDITIONAL INDEMNITIES

Notwithstanding anything to the contrary in Sections 15.1 and 15.2, Vastera
shall be exclusively responsible for, shall bear, and shall defend, indemnify,
and relieve Ford and Ford Subsidiaries against and from liability for all Losses
resulting from bodily injury, sickness, or disease, including death at any time
resulting therefrom, sustained by any person or persons, or on account of damage
to or destruction of property, including that of Ford and Ford Subsidiaries,
arising out of, or in connection with the performance of work by Vastera's
employees, agents, and subcontractors on Ford's premises except that Vastera
shall not be responsible for or indemnify against, defend against, or relieve
Ford from liability for claims arising from the willful misconduct or the sole
negligence of Ford.

15.4   INFRINGEMENT

If any Vastera Proprietary Property becomes, or in Vastera's reasonable opinion
is likely to become, the subject of an infringement or misappropriation claim or
proceeding, Vastera shall, in addition to indemnifying Ford as provided in this
Section, promptly at Vastera's expense use reasonable efforts to secure the
right to continue using the item or replace or modify the item to make it
non-infringing. In the event neither of such actions is reasonably available to
Vastera, and only in such event, Vastera shall remove the item from the Services
and the parties shall mutually determine an equitable adjustment to Fees that
reflect such removal.

15.5   INDEMNIFICATION PROCEDURES

With respect to third-party claims, the following procedures shall apply:

       (a)    NOTICE. Promptly after receipt by any entity entitled to
              indemnification under Sections 15.1 through 15.3 of notice of the
              commencement or threatened commencement of any civil, criminal,
              administrative, or investigative action or proceeding involving a
              claim in respect of which the indemnitee will seek indemnification
              pursuant to any such Section, the indemnitee shall notify the
              indemnitor of such claim in writing. No failure to so notify an
              indemnitor shall relieve it of its obligations under this
              Agreement except to the extent that it can demonstrate damages
              attributable to such failure. Within fifteen (15) days following
              receipt of written notice from the indemnitee relating to any
              claim, but no later than ten (10) days before the date on which
              any response to a request, notice, subpoena, complaint or summons
              is due, the indemnitor shall notify the indemnitee in writing if
              the indemnitor acknowledges its responsibilities and obligations
              with respect to such indemnification and elects to assume control
              of the defense and settlement of that claim (a "Notice of
              Election").

       (b)    PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor delivers
              a Notice of Election relating to any claim within the required
              notice period, the indemnitor


                                       23

<PAGE>

              shall be entitled to have sole control over the defense and all
              negotiations for the compromise, settlement, or resolution of such
              claim; provided that (i) the indemnitee shall be entitled to
              participate in the defense of such claim and to employ counsel at
              its own expense to assist in the handling of such claim, and (ii)
              the indemnitor shall obtain the prior written approval of the
              indemnitee before entering into any settlement of such claim or
              ceasing to defend against such claim. The indemnitor shall not be
              required to indemnify the indemnitee for any amount paid or
              payable by the indemnitee in the settlement of any claim for which
              the indemnitor has delivered a timely Notice of Election if such
              amount was agreed to without the written consent of the
              indemnitor.

       (c)    PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the
              indemnitor does not deliver a Notice of Election relating to any
              claim within the required notice period, the indemnitee shall have
              the right to defend the claim in such manner as it may deem
              appropriate, at the cost and expense of the indemnitor. The
              indemnitor shall promptly reimburse the indemnitee for all such
              costs and expenses.

       (d)    LIMITATION. Any settlement or award of such indemnification claim
              shall be limited by Section 16 ("Limitation of Liability") of this
              Agreement.

15.6   SUBROGATION

In the event that an indemnitor shall be obligated to indemnify an indemnitee
pursuant to Sections 15.1 through 15.3, the indemnitor shall, upon payment of
such indemnity in full, be subrogated to all rights of the indemnitee with
respect to the claims to which such indemnification relates.

16.    LIMITATION OF LIABILITY

16.1   LIMITATION

       (a)    (i)    Each Party's and each of its subcontractor's aggregate
                     liability for Losses resulting from its performance or
                     nonperformance under this Agreement regardless of the form
                     of action, and whether in contract, tort (including
                     negligence), warranty, or other legal or equitable grounds,
                     shall be limited to an annual maximum of Twenty Five
                     Million Dollars ($25,000,000).

              (ii)   Neither Party shall be liable for any Losses incurred by
                     the other Party that are attributable to a loss of profit
                     or revenue or to any other consequential, indirect,
                     incidental, special, punitive, or exemplary damages
                     suffered by the other Party, arising from or related to
                     this Agreement, even if such Party has been advised of the
                     possibility of such Losses.

              (iii)  Vastera shall be liable to Ford for Customs Penalty Losses
                     incurred by Ford or Ford Subsidiaries as a result of
                     Vastera's performance or non-performance under this
                     Agreement only to the extent that such Customs


                                       24

<PAGE>

                     Penalty Losses incurred in a given calendar year exceed a
                     threshold of Twenty Thousand Dollars ($20,000) during
                     that calendar year. For purposes of calculating aggregate
                     liability pursuant to Section 16.1(a)(i), only the annual
                     Customs Penalty Losses that exceed this threshold shall
                     count toward such aggregate liability.

       (b)    The limitations set forth in Section 16.1(a) above shall not apply
              to:

              (i)    Losses by either Party for bodily injury or damage to real
                     property or tangible personal property; and

              (ii)   Losses by either Party that arise out of the other Party's
                     gross negligence or willful misconduct.

16.2   RIGHT OF TERMINATION

In the event that the foregoing limitation of liability in Section 16.1 directly
precludes full recovery of a Loss by a Party (the "Damaged Party"), then the
Damaged Party has the right to terminate this Agreement upon at least thirty
(30) days written notice to the other Party unless and until the other Party
fully compensates the Damaged Party for the portion of the Loss that was not
recoverable due to the foregoing limitation.

17.    INSURANCE

During the term of this Agreement, Vastera agrees to maintain insurance in the
following amounts and coverage (including any applicable umbrella or excess
coverage):

       (a)    Workers' Compensation - Statutory limits or a State certificate of
              self-insurance;

       (b)    Employers Liability Insurance - *;

       (c)    Commercial General Liability, including contractual liability
              coverage - *;

       (d)    Automobile Liability - *; and

       (e)    Errors and Omissions Insurance - *.

Such policies of liability insurance, and any excess or umbrella policy carried
by Vastera above the limits specified above, shall be from insurers acceptable
to Ford and shall be endorsed:

       (a)    to provide that said insurance shall be primary insurance and to
              acknowledge that any self-insurance or insurance policy or
              policies of Ford shall be secondary or excess insurance
              notwithstanding any provisions in such policies regarding other
              insurance;

       (b)    to name Ford, its affiliates, subsidiaries, and their respective
              directors, officers, agents and employees as additional insureds;
              and

----------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

                                       25

<PAGE>

       (c)    to contain a provision requiring the insurers to provide Ford with
              thirty (30) days' written notice of any cancellation or adverse
              material change in such insurance.

Such policies shall be from insurers listed in the most recent "Best's Insurance
Guide" as possessing a minimum policyholder's rating of "A-" (Excellent) and a
financial category no lower than "VI" ($25 million - $50 million of adjusted
policyholders' surplus). Certificates evidencing the required coverage will be
provided by Vastera to Ford upon request.

18.    OTHER ARRANGEMENTS

       (a)    Upon the execution of this Agreement, Ford and Vastera will
              discuss in good faith the following arrangements:

              (i)    Ford and its affiliated companies becoming the preferred
                     supplier of Vastera's motor vehicle and equipment rental
                     requirements, subject to competitive terms and conditions;
                     and

              (ii)   Ford and its affiliated companies becoming the preferred
                     supplier of Vastera's motor vehicle purchase/lease
                     requirements, subject to competitive terms and conditions.

19.    DISPUTE RESOLUTION

If a material breach occurs or a dispute arises between the Parties relating to
this Agreement, the following procedure shall be implemented in lieu of
litigation, except that either Party may seek injunctive relief from a court
where appropriate in order to maintain the status quo while this procedure is
being followed:

       (a)    The Parties shall hold a meeting promptly, attended by persons
              with decision-making authority regarding the dispute, to attempt
              in good faith to negotiate a resolution of the dispute; provided,
              however, that no such meeting shall be deemed to vitiate or reduce
              the obligations and liabilities of the parties hereunder or be
              deemed a waiver by a Party hereto of any remedies to which such
              Party would otherwise be entitled hereunder.

       (b)    If within thirty (30) days after such meeting the Parties have not
              succeeded in negotiating a resolution of the dispute, they agree
              to submit the dispute to mediation in accordance with the then
              current Model Procedure for Mediation of Business Disputes of the
              Center for Public Resources and to bear equally the costs of the
              mediation.

       (c)    The Parties will jointly appoint a mutually acceptable mediator,
              seeking assistance in such regard from the Center for Public
              Resources if they have been unable to agree upon such appointment
              within twenty (20) days from the conclusion of the negotiation
              period.

       (d)    The Parties agree to participate in good faith in the mediation
              and negotiations related thereto for a period of thirty (30) days.
              If the Parties are not successful in resolving the dispute through
              the mediation, then the Parties agree to submit the matter to
              binding arbitration or a private adjudicator.


                                       26

<PAGE>

       (e)    Mediation or arbitration shall take place in Pittsburgh,
              Pennsylvania unless otherwise agreed by the parties. Equitable
              remedies shall be available in any arbitration. Punitive damages
              shall not be awarded. This Section is subject to the Federal
              Arbitration Act, 9 U.S.C.A. Section 1 ET SEQ.

       (f)    In the event of arbitration, the Parties agree that the award of
              the arbitrator shall be (1) the sole and exclusive remedy between
              them regarding any claims, counterclaims, or issues presented to
              the arbitrator; (2) final and subject to no judicial review; and
              (3) made and shall promptly be payable in U.S. dollars free of any
              tax, deduction, or offset. The Parties further agree that any
              costs, fees, or taxes incident to enforcing the award shall, to
              the maximum extent permitted by law, be charged against the Party
              resisting such enforcement. The Parties hereto agree that judgment
              on the arbitration award may be entered and enforced in any court
              of competent jurisdiction. Each Party shall, except as otherwise
              provided herein, be responsible for its own costs, including legal
              fees, incurred in the course of any arbitration proceedings. The
              fees of the arbitrator shall be divided evenly between the
              Parties.

20.    GENERAL

20.1   FORCE MAJEURE

Either Party's delay or failure to perform (except for a Party's payment
obligation) shall be excused for so long as, and to the extent that, it is
prevented from performing any of its obligations under this Agreement, in whole
or in part, as a result of delays caused by fire, flood, earthquake, elements of
nature or acts of God, riots, civil disorders, rebellions or revolutions in any
country, or any other cause beyond the reasonable control of such Party (a
"Force Majeure Event"). The non-performing Party shall promptly notify the other
Party of the circumstances causing its delay or failure to perform and of its
plans and efforts to implement a workaround solution. For as long as such
circumstances prevail, the Party whose performance is delayed or hindered shall
continue to use reasonable efforts to minimize the length and effect of delays
and shall re-commence performance after the cessation of the Force Majeure
Event.

20.2   ADVERTISING/PUBLICITY

Any reference to Ford or any of its associated companies or use of Ford's or a
Ford Subsidiary's trade marks or logos by Vastera in any advertising or
publicity materials will comply with Ford's Publicity/Advertising Guidelines
(MSP10-150), attached as Schedule I.

20.3   NON-SOLICITATION OF EMPLOYEES

       (a)    During the Term, Ford or any Ford Subsidiary will not solicit or
              hire for employment any then-current employees of Vastera without
              prior written approval from Vastera, which approval may be
              withheld in Vastera's sole discretion. If a Vastera employee
              terminates his or her employment with Vastera, then such employee
              may be hired by Ford or a Ford Subsidiary no sooner than six
              months from the date that such employee's employment is
              terminated.

       (b)    During the Term, except for Ford employees seconded to Vastera,
              Vastera will not solicit or hire for employment any then-current
              employees of Ford or Ford Subsidiaries without prior written
              approval from Ford or the applicable Ford

                                       27

<PAGE>

              Subsidiary, which approval may be withheld in the employing
              company's sole discretion. If a Ford or Ford Subsidiary employee
              terminates his or her employment with Ford or the applicable Ford
              Subsidiary, then such employee may be hired by Vastera no sooner
              than six months from the date that such employee's employment is
              terminated.

       (c)    Nothing contained in this Section shall preclude either Ford, a
              Ford Subsidiary, or Vastera from making general solicitations
              through advertisements or otherwise that are not specifically
              targeted to such employees.

20.4   BINDING NATURE AND ASSIGNMENT

This Agreement shall be binding on the Parties hereto and their respective
successors and assigns. Except as otherwise provided in this Agreement, neither
Party shall assign this Agreement or delegate such Party's obligations hereunder
without the prior written consent of the other, except that either Party may
assign this Agreement without the consent of the other Party to an entity that
acquires all, or substantially all, of the business of the assigning Party
(provided that such entity is not a competitor of (i) Vastera (if Ford is the
assigning Party) or (ii) Ford or Ford Subsidiaries (if Vastera is the assigning
Party).

20.5   ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement, including the Schedules referred to herein and attached hereto
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all prior agreements, whether written or oral, with
respect to the subject matter contained in this Agreement. No amendment or
modification or waiver of a breach of any term or condition of this Agreement
shall be valid unless set forth in a writing signed by each of the Parties. The
failure of a Party to enforce, or the delay by either of them in enforcing, any
of their respective rights under this Agreement will not be deemed a continuing
waiver or a modification of any rights hereunder and a Party may, within the
time provided by applicable law and consistent with the provisions of this
Agreement, commence appropriate legal proceedings to enforce any or all of its
rights.

20.6   NOTICES

All notices, requests, demands, and determinations under this Agreement (other
than routine operational communications), shall be in writing and shall be
deemed duly given (i) when delivered by hand, (ii) one (1) day after being given
to an express, overnight courier with a reliable system for tracking delivery,
or (iii) six (6) calendar days after the day of mailing, when mailed by United
States mail, registered or certified mail, return receipt requested, postage
prepaid, and addressed as follows:

       In the case of Ford:       Ford Motor Company
                                  One American Road, 11th Floor
                                  Dearborn, Michigan 48126
                                  ATTENTION: Vice President, Material Planning
                                  and Logistics

       With copies to:            Ford Motor Company
                                  The American Road
                                  Dearborn, Michigan 48121
                                  ATTENTION: Assistant Tax Officer,
                                  Corporate Finance

                                       28

<PAGE>

                                  Ford Motor Company
                                  Office of the General Counsel
                                  One American Road, WHQ Suite 320
                                  Dearborn, Michigan 48126
                                  ATTENTION: Assistant General Counsel
                                  -- Transactions

       In the case of Vastera:    Vastera Solution Services Corporation
                                  45025 Aviation Drive
                                  Dulles, Virginia 20190-5602
                                  ATTENTION:  General Counsel

       With copies to:            Vastera Solution Services Corporation
                                  45025 Aviation Drive
                                  Dulles, Virginia 20190-5602
                                  ATTENTION: Vastera designated Liaison

A Party may from time to time change its address or designee for notification
purposes by giving the other prior written notice of the new address or designee
and the date upon which it will become effective.

20.7   COUNTERPARTS

This Agreement may be executed in several counterparts, all of which taken
together shall constitute one single agreement between the Parties hereto.

20.8   SEVERABILITY

In the event that any provision of this Agreement conflicts with the law under
which this Agreement is to be construed or if any such provision is held invalid
by an arbitrator or a court with jurisdiction over the Parties, such provision
shall be deemed to be restated to reflect as nearly as possible the original
intentions of the Parties in accordance with applicable law. The remainder of
this Agreement shall remain in full force and effect.

20.9   CONSENTS AND APPROVAL

Except where expressly provided as being in the discretion of a Party, where
agreement, approval, acceptance, consent, or similar action by either Party is
required under this Agreement, such action shall not be unreasonably delayed or
withheld.

20.10  SURVIVAL

Any provision of this Agreement which contemplates performance or observance
after any termination or expiration of this Agreement (in whole or in part)
shall survive any termination or expiration of this Agreement and continue in
full force and effect.

20.11  THIRD PARTY BENEFICIARIES

This Agreement is entered into solely between, and may be enforced only by, Ford
and Vastera. This Agreement shall not be deemed to create any rights in third
parties, including suppliers and customers of a Party, or to create any
obligations of a Party to any such third parties.

                                       29

<PAGE>

20.12  CHOICE OF LAW

This Agreement and performance under it shall be governed by and construed in
accordance with the laws of the State of Michigan without regard to its choice
of law principles.

20.13  NEGOTIATED TERMS

The Parties agree that the terms and conditions of this Agreement are the result
of negotiations between the Parties and that this Agreement shall not be
construed in favor of or against any Party by reason of the extent to which any
Party or its professional advisors participated in the preparation of this
Agreement.

20.14  TITLES AND HEADINGS

Titles and headings of Sections of this Agreement are for convenience only and
will not affect the construction of any provision of this Agreement.

20.15  NO INDIVIDUAL AUTHORITY

Neither Party shall, without the express, prior written consent of the other
Party, take any action for or on behalf of or in the name of the other Party,
assume, undertake, or enter into any commitment, debt, duty or obligation
binding upon the other Party, except for actions taken pursuant to agreements
entered into between such Party or its Affiliates and any other Party.

20.15  PARENT GUARANTY

In connection with this Agreement, Ford and Vastera, Inc. have executed a Parent
Guaranty, attached hereto as Schedule J.

20.16  GOOD FAITH AND FAIR DEALING

In entering into this Agreement, Ford and Vastera each acknowledge and agree
that all aspects of the relationship between Ford and Vastera contemplated by
this Agreement, including the performance of all obligations under this
Agreement, will be governed by the fundamental principle of good faith and fair
dealing.

21.    INCORPORATION BY REFERENCE AND ORDER OF PRECEDENCE

All Schedules and attachments attached hereto are hereby incorporated by
reference into this Agreement. Any amendments to this Agreement, Schedules and
attachments, and any other schedules and attachments that are agreed upon by the
Parties after the Effective Date, shall likewise be incorporated by reference
into this Agreement. Any conflict among or between the documents making up this
Agreement will be resolved in accordance with the following order of precedence
(in descending order of precedence): (1) This Agreement; (2) the remaining
Schedules; and (3) the attachments to the Schedules.

FORD MOTOR COMPANY                       VASTERA SOLUTION SERVICES CORPORATION

                                       30


<PAGE>

By: /s/ Frank Taylor                     By: /s/ Arjun Rishi

   -------------------------------          --------------------------------
Printed:                                 Printed:

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

Title:                                   Title:

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

Date:                                    Date:

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



                                       31

<PAGE>

<TABLE>
<CAPTION>

                                               SCHEDULE A: SERVICES

---------------------------------------------------------------------------------------------------------------------------------
         CATEGORY                                     FORD RETAINS                         VASTERA HANDLES
---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
INFORMATION SYSTEMS                      Ford Customs information systems -     Development and operation of a new
                                         access by Vastera trade systems,       trade management system and
                                         operations and applications            supporting technology platform
                                         maintenance
---------------------------------------------------------------------------------------------------------------------------------
                                         Support for Vastera integration        Integration development between
                                         activities, and continuing             existing Ford feeder systems and new
                                         maintenance and support for Ford       trade management systems utilized by
                                         feeder systems                         Vastera
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Utilization of TradeSphere and other
                                                                                Vastera technologies in support of
                                                                                Ford Customs operations
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Business process support for changes
                                                                                to main Ford feeder systems.
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Provision to Ford (either directly or, at
                                                                                Ford's option, via a world wide web-based
                                                                                business to business exchange for automotive
                                                                                products and services in which Ford has an
                                                                                equity interest of electronic access to all
                                                                                relevant Ford customs data.
---------------------------------------------------------------------------------------------------------------------------------
FORD BROKER CONTRACTS AND FORD           Supplier contracts and payments        Management of broker, freight
FREIGHT FORWARDER CONTRACTS                                                     forwarder, and other customs service
(TO THE EXTENT SUCH CONTRACTS APPLY
TO CUSTOMS PROVIDERS OPERATIONS)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Coordination of Services with
                                                                                brokers, carriers, other customs
                                                                                service providers and forwarders
---------------------------------------------------------------------------------------------------------------------------------
CUSTOMS IMPORT OPERATIONS                Government relations                   Worldwide customs operations for imports
                                                                                including Special Trade Programs, Duty
                                                                                Minimization, other legislative changes,
                                                                                including:

                                                                                         (a)      Classification
                                                                                                  (including
                                                                                                  Harmonized Tariff
                                                                                                  Classification)
                                                                                         (b)      Solicitation and
                                                                                                  collection of


<PAGE>

                                                                                                  supplier
                                                                                                  documentation in
                                                                                                  support of trade
                                                                                                  programs
                                                                                         (c)      Origin
                                                                                                  determination,
                                                                                                  including
                                                                                                  qualification for
                                                                                                  preferential trade
                                                                                                  programs
                                                                                         (d)      Documentation and
                                                                                                  entry filing
                                                                                         (e)      All external
                                                                                                  reporting
                                                                                                  requirements
                                                                                         (f)      Reasonable Ford
                                                                                                  reporting
                                                                                                  requirements,
                                                                                                  including those
                                                                                                  set forth in
                                                                                                  Schedule F
                                                                                         (g)      Supplier management
                                                                                         (h)      Valuation
                                                                                         (i)      Trade and duty
                                                                                                  preference
                                                                                                  management
                                                                                         (j)      Education and
                                                                                                  training regarding
                                                                                                  import/export
                                                                                                  customs
                                                                                                  operations,
                                                                                                  including that of
                                                                                                  Ford Customs Group
                                                                                                  employees
                                                                                         (k)      Support for Ford
                                                                                                  customs compliance
                                                                                                  activities
                                                                                         (l)      Post entry activity,
                                                                                                  including monitoring of
                                                                                                  significant post

<PAGE>

                                                                                                  entry events
                                                                                                  (e.g., liquidation)
                                                                                         (m)      Responses to
                                                                                                  requests for
                                                                                                  information from
                                                                                                  any national
                                                                                                  Customs Agency.
                                                                                         (n)      Issuance of
                                                                                                  certificates of
                                                                                                  origin,
                                                                                                  manufacturer's
                                                                                                  affidavits or
                                                                                                  other origin
                                                                                                  documents to
                                                                                                  national Customs
                                                                                                  Agencies, Ford
                                                                                                  customers or other
                                                                                                  parties as
                                                                                                  directed by Ford.
                                                                                         (o)      Data retention to
                                                                                                  satisfy all Ford
                                                                                                  requirements,
                                                                                                  whether external
                                                                                                  or internal.
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Provision of financial information
                                                                                and support related to customs
                                                                                transactions
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Audit management, including audits
                                                                                by any national Customs Agency, and
                                                                                support for audit reporting
---------------------------------------------------------------------------------------------------------------------------------
                                                                                NAFTA 2001 application development
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Global HTS classification
---------------------------------------------------------------------------------------------------------------------------------
                                                                                Provision to Ford of direct access
                                                                                to Vastera systems utilized for
                                                                                providing Services
---------------------------------------------------------------------------------------------------------------------------------

<PAGE>

CUSTOMS  EXPORT OPERATIONS               Government Relations                   Worldwide Export operations,
                                                                                including:

                                                                                         (a)      Classification
                                                                                         (b)      Documentation and
                                                                                                  filing
                                                                                         (c)      Education and
                                                                                                  training
                                                                                         (d)      Support for
                                                                                                  customs compliance
                                                                                         (e)      Order screening
                                                                                         (f)      Export licenses
                                                                                         (g)      Declaration
                                                                                                  reporting
                                                                                         (a)      Licenses
                                                                                         (h)      S.E.D. Reporting
---------------------------------------------------------------------------------------------------------------------------------
FINANCE-RELATED ACTIVITIES               Strategy (in conjunction with          Support for Ford's finance-related
                                         Vastera).                              activities, including:

                                         Ford Specific Financial Reporting         (a)      Accounting, including
                                                 - Forecast                                 processing of
                                                 - Budget                                   disbursements and
                                                 - Business Plan                            receipts
                                                                                   (b)      Forecast, budget, and
                                                                                            business plan support
                                                                                   (c)      Analysis
                                                                                   (d)      Audit
                                                                                   (e)      Strategy (in conjunction
                                                                                            with Ford)
                                                                                   (f)      Support for Ford
                                                                                            business studies
                                                                                            (provided that requests
                                                                                            for such support are
                                                                                            reasonable)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                 SCHEDULE B: SELECTED OPERATIONS



REGIONS, DIVISIONS, SUBSIDIARIES, AND OTHER ENTITIES THAT WILL RECEIVE SERVICES
OR TRANSITION SERVICES

<TABLE>
<CAPTION>

                                     -----------------------------------------------------------------------------------------------
                                       Ford     Lincoln     Mercury                               Auto-       ZF
                                     Division   Division   Division    Jaguar   Volvo Visteon   Alliance   Batavia  Unipart   Other
<S>                                  <C>        <C>        <C>         <C>      <C>             <C>        <C>      <C>       <C>
------------------------------------------------------------------------------------------------------------------------------------
United States                        *              *          *          *       *      *          *         *        *        *
------------------------------------------------------------------------------------------------------------------------------------
Canada                                   *          *          *          *       *      *          *         *        *        *
------------------------------------------------------------------------------------------------------------------------------------
Mexico                                   *          *          *          *       *      *          *         *        *        *
------------------------------------------------------------------------------------------------------------------------------------
Europe: Major Markets                    *          *          *          *       *      *          *         *        *        *
------------------------------------------------------------------------------------------------------------------------------------
South America                            *          *          *          *       *      *          *         *        *        *
------------------------------------------------------------------------------------------------------------------------------------
Asia-Pacific                             *          *          *          *       *      *          *         *        *        *
------------------------------------------------------------------------------------------------------------------------------------
Rest of World (incl. Rest of Europe)     *          *          *          *       *      *          *         *        *        *
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Legend:

"Incl." = Included in scope of Services
"X" = Excluded from scope of Services
"TBD" = To be determined by Ford
"N/A" = Not applicable
"[1]" = Transition Services
"Europe: Major Markets" = United Kingdom, Germany, Spain, Belgium
"Ford Division" = The Ford vehicle division of Ford Motor Company
"Lincoln Division" = The Lincoln vehicle division of Ford Motor Company
"Mercury Division" = The Mercury vehicle division of Ford Motor Company
"Jaguar" = Jaguar Ltd. and the Jaguar division of Ford Motor Company
"Volvo" = Volvo Car Corporation
"Visteon" = Visteon Corporation and the
Visteon division of Ford Motor Company
"AutoAlliance" = AutoAlliance International, Inc.
"ZF Batavia" = ZF Batavia, L.L.C.
"Unipart"  = Unipart Services America, Inc.

--------------------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the
U.S. Securities and Exchange Commission.

<PAGE>

<TABLE>
<CAPTION>
                                               SCHEDULE C: LAUNCH PLAN

                                    FORD LAUNCH PLAN
                                        July 2000

-------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>          <C>
                                                                                           START DATE   END DATE
TRANSITION - PHASE 1 - BEGINS AUGUST  1, 2000

CUSTOMS IMPORT OPERATIONS TRANSITION
-------------------------------------------------------------------------------------------------------------------
Identify transition team leaders for the three main import processes (HTS, NAFTA, and       08/01/00    08/08/00
Brokers)
-------------------------------------------------------------------------------------------------------------------
Develop Transition Plan to move from current Ford Operations to Vastera Operations          08/01/00    09/01/00
-------------------------------------------------------------------------------------------------------------------
Identify project manager for the transition process                                         08/01/00    08/08/00
-------------------------------------------------------------------------------------------------------------------
Identify operations manager for current and future Ford Customs operations                  08/01/00    08/08/00
-------------------------------------------------------------------------------------------------------------------
Vastera assumes Ford import customs operations (SUBJECT TO EXPIRATION OR
TERMINATION OF ANY APPLICABLE HSR WAITING PERIOD)                                           08/01/00    07/12/10
-------------------------------------------------------------------------------------------------------------------

INFORMATION TECHNOLOGY
-------------------------------------------------------------------------------------------------------------------
Start the process with Ford Systems staff and management on identifying
integration with Vastera systems                                                            08/08/00    08/15/00
-------------------------------------------------------------------------------------------------------------------
Develop high level systems integration plan with level of effort, costs and feasibility     08/15/00    09/01/00
-------------------------------------------------------------------------------------------------------------------
Establish timing, criticality and service levels for Ford Information Systems to provide    08/15/00    09/01/00
and maintain links
into the main Ford operations systems for customs import operations
-------------------------------------------------------------------------------------------------------------------

NEW PROJECT ACTIVITY
-------------------------------------------------------------------------------------------------------------------
Vastera project team begins due diligence work on transitioning Ford Canadian and           08/01/00    10/01/00
Mexican operations
-------------------------------------------------------------------------------------------------------------------
Vastera and Ford identify and Vastera extends offers to selected non-U.S. key employees     08/01/00    10/01/00
-------------------------------------------------------------------------------------------------------------------
Ford to complete regulatory and country level approvals to transition Canadian and          08/01/00    10/01/00
Mexican Operations
-------------------------------------------------------------------------------------------------------------------
Build Transition Plan for Ford Canadian and Mexican Operations                              09/15/00    11/01/00
-------------------------------------------------------------------------------------------------------------------
Vastera project team begins analysis and builds plan to improve the services and
cost structure of all broker operations and contracts                                       08/01/00    10/01/00
-------------------------------------------------------------------------------------------------------------------
Build Transition plan to assume some of the broker operations                               09/01/00    10/01/00
-------------------------------------------------------------------------------------------------------------------
Vastera begins assuming broker operations                                                   11/01/00    07/30/10
-------------------------------------------------------------------------------------------------------------------
Vastera project team begins due diligence and requirements analysis for assuming Ford       10/01/00    11/01/00
Export Operations
-------------------------------------------------------------------------------------------------------------------
Build transition plan to assume Ford Export Operations.                                     11/01/00    12/01/00
-------------------------------------------------------------------------------------------------------------------
Vastera project team begins due diligence work on transitioning Ford                        12/01/00    01/01/01
-------------------------------------------------------------------------------------------------------------------

<PAGE>

-------------------------------------------------------------------------------------------------------------------
European operations
-------------------------------------------------------------------------------------------------------------------
Ford to complete regulatory and country level approvals to transition                       12/01/00    03/01/01
European Operations
-------------------------------------------------------------------------------------------------------------------


TRANSITION  PHASE 2        -- >     BEGINS JANUARY 1, 2001

INTERNATIONAL AND EXPORT OPERATIONS
-------------------------------------------------------------------------------------------------------------------
Vastera assumes Canadian and Mexican import customs operations                              01/01/01    07/30/10
-------------------------------------------------------------------------------------------------------------------
Ford to complete regulatory and country level approvals to begin transitioning Export       01/01/01    02/01/01
Operations
-------------------------------------------------------------------------------------------------------------------
Vastera begins assuming Ford Export Operations                                              03/01/01    07/30/10
-------------------------------------------------------------------------------------------------------------------
Build Transition Plan for Ford European Operations                                          03/01/01    04/01/01
-------------------------------------------------------------------------------------------------------------------


TRANSITION  PHASE 3        -- >     BEGINS JULY 1, 2001

INTERNATIONAL AND MANAGEMENT REVIEW
-------------------------------------------------------------------------------------------------------------------
Vastera assumes European import customs operations                                          07/01/01    07/30/10
-------------------------------------------------------------------------------------------------------------------
Management Review                                                                           08/15/01    08/17/01
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Ford and Vastera management will meet on August 1, 2001 to assess current
operations and future strategy for Ford Global Trade Operations

<PAGE>





                 SCHEDULE D: MANAGED AGREEMENTS (INCLUSIVE LIST)

UNITED STATES

-    Expeditors International (including Tradewin Services Group)
-    Livingston International Consulting Group
-    PriceWaterhouseCoopers
-    J M Rodgers
-    Arthur Andersen
-    Deloitte & Touche

CANADA

-    Livingston International
-    PriceWaterhouseCoopers
-    As part of the due diligence work by both Parties to transition the Ford
     Canadian operations, the Parties shall determine an inclusive list of
     Managed Agreements for the Canadian operations.

MEXICO

-    Noriega/Border Transfer Services (Nuevo Laredo brokerage /: Laredo
     warehouse support and transfer services)
-    Milchorena (Veracruz broker)
-    Mora (Juarez broker)
-    Central de Aduanas Mexico City region airport broker)
-    Expeditors International (Nogales corridor broker)

-    As part of the due diligence work by both Parties to transition the Ford
     Mexican operations, the Parties shall determine an inclusive list of
     Managed Agreements for the Mexican operations.

EUROPE

-    As part of the due diligence work by the Parties to transition the Ford
     European operations, the Parties shall determine an inclusive list of
     Managed Agreements for the European operations.



<PAGE>

                         SCHEDULE E: SERVICE OBJECTIVES

Vastera and Ford will agree on and insert herein (i) acceptable targets for all
service objectives and (ii) additions and/or deletions and/or other
modifications to the service objectives by October 1, 2000. Vastera will provide
back-up data for measurement information outside the target range.

A one-hour measurement meeting (either by phone or in person) will be held each
month to review measurement variances and open problems and/or issues. On a
quarterly basis Vastera and Ford will meet in person to review measurements.

IMPORT PROCESS MEASUREMENTS(1)

(1)Timeliness of measurement data is dependent on the availability and
timeliness of data from Ford. Export process measurement data will be determined
by October 1, 2000.

-    NAFTA Duty Management

         -        Trade Duties
         -        Trade Program - US $ saved
         -        Trade Program - US $ yield
         -        Trade Program - US $ paid
         -        Trade Program - US $ paid as a percentage of gross duty
         -        Trade Program - US $ paid as a percentage of the value of
                  goods by major type of good
         -        Trade Program - US $ saved by first run capability

-    Customer Satisfaction Survey
-    Customs Entry Accuracy
-    Financial Forecast Performance - Plan versus actual
-    Customs Clearance

         -        Accuracy
         -        Time to clear
         -        Rejections

IMPLEMENTATION SERVICE OBJECTIVES

-    Successful Implementation of Service metrics pursuant to Section 3.2 of the
     Agreement
-    ENTRY ACCURACY - *% correct
-    NAFTA FIRST-RUN YIELD  - *%
-    FINANCIAL FORECAST PERFORMANCE -- $* million or better duty & broker costs
     for Calendar Year 2000 (as calculated at a constant transaction volume &
     mix based on Ford's July 2000 forecast). Vastera's performance in this
     category will be measured only with regard to events that directly relate
     to Calendar Year 2000 acts or omissions (i.e. acts or omissions prior to
     the Effective Date are excluded from the calculation).

------------------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

<PAGE>

                               SCHEDULE F: REPORTS


The Parties will agree on and insert herein (i) a set of standard reports
regarding the provision of Services and (ii) the frequencies and formats of such
reports by October 1, 2000.

The Parties contemplate that the reports will include the metrics included in
Schedule E and other Services-related data.

The Parties will review the content, frequency, and formats of such reports from
time to time and discuss in good faith modifications to the reports.


<PAGE>


                          SCHEDULE G: CHARGES / PRICING

1.       TRANSACTION FEES

The Transaction Fees payable by Ford to Vastera shall be calculated in
accordance with the following rates:

<TABLE>
<CAPTION>

RATE

<S>                          <C>                                  <C>
---------------------------------------------------------------------------------------------------
                             ANNUAL                               PER TRANSACTION RATE
COUNTRY/REGION               NUMBER OF
                             TRANSACTIONS("TRANSACTION COUNT")
---------------------------------------------------------------------------------------------------
United States                0-245,000(1)                         $* / TRANSACTION
(2000 calendar year)

                             ----------------------------------------------------------------------
                             245,000 - 275,000(1)                 $* / transaction
                             ----------------------------------------------------------------------
                             275,000 - 300,000(1)                 $* / transaction
                             ----------------------------------------------------------------------
                             OVER 300,000(1)                      $* / transaction
---------------------------------------------------------------------------------------------------
United States                0-190,000                             $* / TRANSACTION
(2001 calendar year and
beyond)
---------------------------------------------------------------------------------------------------
                             190,000 - 210,000                    $* / transaction
---------------------------------------------------------------------------------------------------
                             210,000 - 230,000                    $* / transaction
---------------------------------------------------------------------------------------------------
                             OVER 230,000                         $* / transaction
---------------------------------------------------------------------------------------------------

</TABLE>

(1) The number of transactions on which the Transaction Fee is based will be
prorated for the actual number of full months in which Services are provided in
calendar year 2000 (e.g., six full months of Services would result in the
$*/transaction rate to apply to the first 122,500 transactions).

<TABLE>
<CAPTION>

ANNUAL MINIMUM AMOUNTS (2)
<S>                          <C>                                <C>
------------------------------------------------------------------------------------
Period                       Region                             Annual Minimum
------------------------------------------------------------------------------------
2000 calendar year           United States                       $14,945,000
------------------------------------------------------------------------------------
2001 through 2004 calendar   United States                       $11,590,000
years
------------------------------------------------------------------------------------
</TABLE>

(2) All annual minimums will be prorated for the actual number of full months
in which Services are provided in a given calendar year.


--------------------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

<PAGE>

A.       The Transaction Count for the 2000 calendar year includes Visteon
transactions and excludes Auto-Alliance, ZF Batavia and Unipart transactions.
The Transaction Count for 2001 excludes Visteon, Auto-Alliance, ZF Batavia and
Unipart transactions. The transaction rates herein (including adjustments to
transaction rates based on the Transaction Count) apply to all Transition
Services.

B.       Annual minimum amounts will not apply after December 31, 2004.

C.       Rates for regions outside the United States will be determined by the
Parties before the launch of each such region. The Parties contemplate that the
general method for determining such per transaction rates will be Ford's 2000
calendar year ongoing internal costs for covered regions plus *% of those costs,
all divided by the total number of transactions processed in 2000 calendar year
for covered regions.

2.       GAINSHARING FEES

A.       Beginning with the 2000 calendar year, Ford will pay Vastera an annual
         gainsharing fee equal to ten percent (10%) of its annual Cost Savings
         up to * and fifteen percent (15%) of its annual Cost Savings exceeding
         * ("Gainsharing Fee"). "Cost Savings" shall be calculated by comparing
         an established baseline of costs incurred by Ford (the "Baseline") with
         Ford's actual costs for such items.

B.       Baseline costs include only duty, taxes, other related government
         payments, and customs broker costs paid by Ford. The parties will agree
         upon the Baseline i) for 2000 by November 1, 2000 and ii) for each
         subsequent year, by December 15 of the prior year (for example, by
         December 15, 2000 for 2001.

C.       Beginning with the 2001 calendar year, the Baseline will be adjusted
annually for:

         1.  Volume changes to be calculated as follows:

              -   Prior period Baseline cost per unit by vehicle line multiplied
                  by the change in vehicle line volume (future period compared
                  with the prior period) summed for all vehicle lines
              -   For new vehicle lines, the parties jointly will determine a
                  Baseline cost per unit

         2.  Sourcing changes, including changes in the sourcing of components
             that result in a change in the duty of an assembled or manufactured
             good incorporating the component in question. Such changes will be
             made on the most favorable rate to Ford that is available for such
             good.

         3.  Changes in regulations or laws including, but not limited to:

              -   Accession to any existing bilateral or multilateral trade
                  agreement by a nation currently not a member of that
                  agreement.

--------------------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

<PAGE>

              -   Implementation of any unilateral, bilateral or multilateral
                  trade agreement currently not in effect, including the
                  implementation by the Mexican government of all applicable
                  Sectorial Programs.
              -   Changes in eligibility requirements of any existing
                  preferential trade program where it can be demonstrated that
                  the change impacted the eligibility status of the eligible
                  good and, in the case of goods that are rendered ineligible by
                  the change in requirements, that other actions could not have
                  reasonably been taken to mitigate the impact of the change.
              -   The parties will discuss in good faith adjustments related to
                  such regulatory changes, recognizing the duty cost
                  risks/opportunities and the administrative costs/savings
                  associated with such risks/opportunities

         4.  Changes in the applicable rates for duties, taxes, and other
             related government payments. This includes the elimination of
             existing taxes and the implementation of new taxes.

         5.  Changes in duty caused by changes in the Harmonized Tariff
             Classification of goods.

         6.  Performance improvement (*% annual reduction of the final adjusted
             Baseline).

D.       In addition, the Baseline will be adjusted once to reflect the effects
         of the implementation of Article 301 of the North American Free Trade
         Agreement ("Article 301"). Where Article 301 has resulted in an
         increase in duty paid, the Baseline will be adjusted as follows:

         -    For goods imported into a NAFTA country from another NAFTA
              country, the Baseline will be adjusted by the NAFTA preferential
              duty. For purposes of this section any good imported from a NAFTA
              country will be assumed to be eligible for preferential treatment
              unless it can be established that the goods are ineligible. The
              mere lack of proof of eligibility shall not considered sufficient
              to establish that the goods are ineligible.

         -    For goods imported into a NAFTA country from a non-NAFTA country,
              the Baseline will be adjusted by the amount of duty paid.

         -    In either case, where Ford can demonstrate that other lawful
              action could reasonably have been taken to further reduce the duty
              paid, the Baseline will be adjusted by the duty that would've been
              owed as if the action had been taken.

E.       Ford and Vastera jointly will be responsible for working with Ford
         suppliers to ensure that such suppliers respond to solicitation
         requests with timely and accurate information.

F.       The parties agree to be reasonable in making the abovementioned
         adjustments and will balance the costs and workload of making
         adjustments with the benefits of such adjustments.

--------------------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.

<PAGE>

3.       HTS CLASSIFICATION FEES

A. Vastera agrees to provide Ford with harmonized tariff systems ("HTS")
processing services, including:

                        i. Business requirements definition, functional design,
                           and setup for the development, implementation and
                           integration of Global HTS Classification, NAFTA 2001,
                           and Solicitation Solutions;

                       ii. A global, Internet-based classification database to
                           support import, export, and special trade programs;
                           and

                      iii. Classification services on a global basis,
                           including the U.S., Mexico, Canada, U.K., France,
                           Germany, Belgium, Spain, Portugal, and Australia.

B.       In addition to the Transaction Fees and Gainsharing Fees, Ford agrees
         to pay Vastera a one-time set-up fee of * and an ongoing fee of * per
         month for the HTS classification services described in part A above.
         The terms and conditions of this Agreement (including this Exhibit)
         completely supersede and replace the Preliminary Services Agreement
         between the Parties dated June 29, 2000.

4.       BROKER AND FREIGHT FORWARDER EXPENSES

Third party broker and freight forwarder fees will be paid directly by Ford to
such suppliers.

5.       ADJUSTMENTS

During the Term the Parties will from time to time discuss in good faith
adjustments to the Transaction Fee and the Gainsharing Fee based on changes in
laws regarding reporting requirements or other factors.

6.       EXPORT OPERATIONS

Within Phase 1 of the Launch Plan attached hereto as Schedule C, the Parties
will determine the appropriate Export Transaction Rate based on the export
operation Services provided by Vastera.

7.       NEW SYSTEMS INTERFACES

If Vastera must develop system interfaces that are unique to Ford or a Ford
Subsidiary's operations (other than those system interfaces contemplated by
Schedule A), then prior to such development Ford and Vastera will determine in
good faith the appropriate level of reasonable compensation payable by Ford to
Vastera for such developmental work. If Vastera desires Ford to develop system
interfaces for the purpose of facilitating Vastera's provision of Services to
Ford and Ford Subsidiaries, and Ford agrees to do so, then prior to such
development Ford and

---------------------------
* This portion of the document has been omitted pursuant to a request for
confidential treatment and such portion has been filed separately with the U.S.
Securities and Exchange Commission.


<PAGE>


Vastera will determine in good faith the appropriate level of reasonable
compensation payable by Vastera to Ford for such developmental work. Ford
may, at its option, develop certain of such interfaces at its own expense.

<PAGE>

                SCHEDULE H: APPLICATION CONTROL REVIEW GUIDELINES

Ford's Application Control Review Guidelines are incorporated herein by
reference thereto; a copy has been received by Vastera.


<PAGE>

                  SCHEDULE I: PUBLICITY/ADVERTISING GUIDELINES

                                                                 FORM MSP10-150

FORD SHALL DESIGNATE A MARKETING AND PUBLIC RELATIONS EMPLOYEE TO FIELD ALL
VASTERA REQUESTS. FORD WILL MAKE A GOOD FAITH EFFORT TO RESPOND TO ALL VASTERA
REQUESTS IN A TIMELY FASHION.


PUBLICITY AND ADVERTISING MATERIALS WHICH REFER TO FORD MOTOR COMPANY, ITS
PRODUCTS OR FACILITIES, SHOULD BE CAREFULLY REVIEWED TO ENSURE THAT THEY DO NOT
BREACH ANY CONFIDENTIALITIES OR CAUSE FORD EMBARRASSMENT. AT FORD, CAREFUL
CONSIDERATION IS GIVEN TO THE EXTERNAL RELEASE DATES OF ANY INFORMATION THAT
MIGHT GIVE A COMPETITOR AN ADVANTAGE. CONSEQUENTLY, IT IS VITAL THAT NO
INFORMATION CONCERNING FORD BE DIVULGED BY SUPPLIERS THAT MAY PREEMPT THE
COMPANY'S OWN ANNOUNCEMENTS.

WHILE CREATIVITY SHOULD NOT BE STIFLED, YOUR COOPERATION IN CHECKING YOUR
MATERIAL AGAINST THE FOLLOWING GUIDELINES IS APPRECIATED:

-   No reference to Ford future product programs, disclosing information on
    timing plans that may not be in the public domain or product code names
    (e.g. CDW-27, Sigma) should be made.

-   There may be no implication that the supplier is the sole provider of that
    part.

-   The value of contracts may not be quoted.

-   No reference may be made to any program costs at Ford, speculated or
    otherwise.

-   Ford personnel may not be quoted, nor identified by name.

-   There should be no implication of a special relationship with Ford.
    Specifically, use of Ford advertising slogans, paraphrased or otherwise, is
    not permitted, as is use of Ford trademarks. Phrases mentioning Ford or its
    products (used with or without photographs of Ford products), which give the
    impression that Ford endorses the suppliers' goods or that supplier is the
    sole source of such products to Ford, are not permitted.

-   All statements concerning Ford must be factually correct. No claims should
    be made as if emanating from Ford.

-   The correct Ford company name should be used. Note that references to
    suppliers trading with 'Ford of Europe' will not be correct, since Ford of
    Europe Incorporated is a coordinating body, not a trading company. The
    publicity should either refer specifically to the local Ford national
    company (e.g. Ford Motor Company, Ford Motor Company Ltd, Ford-Werke AG) or
    generally to 'Ford.'

-   The Ford logo is not to be used by suppliers unless under exceptional
    circumstances (i.e. joint projects, where there is benefit to Ford in having
    the logo displayed). These exceptional circumstances will be judged by the
    Corporate Advertising Office (Detroit, Michigan). Use of Ford location
    photographs must be approved by Ford in advance.

-   Any supplier wishing to display Ford, Lincoln, Mercury, Jaguar, Aston-Martin
    or Motorcraft branded parts at exhibitions should, after having first
    obtained Ford's permission, display the item with the words "This component
    is displayed with permission of Ford Motor Company. We cannot supply this
    component to anyone other than Ford Motor Company without specific
    authorization."

Q1 AND TQE REFERENCES
-   The Q1 logo and flag is awarded to a specific manufacturing site. The use of
    the Q1 logo on stationery or for advertising purposes in any way that
    implies a Company-wide award is not permitted. The flying of the Q1 flag at
    any location other than the specific manufacturing site the award was
    presented to is not permitted. Any use of the Q1 logo or flag must clearly
    show that the award was manufacturing site specific.

<PAGE>

-   The TQE Award is given to a company or business providing a product to Ford
    customers, including all Ford facilities. The TQE is a company-wide award
    and may be advertised as such. It may not, however, be advertised by
    affiliates or partners of the company or business receiving the award.

Having ensured that your proposed publicity/advertisement meets these
guidelines, please submit materials to the address below for Ford Motor Company
review and approval. With your material, include the name of your
commodity/central buyer and copy the commodity/central buyer on your submission.

<TABLE>
<CAPTION>

MAILING ADDRESS FOR ADVERTISING SUBMISSION     MAILING ADDRESS FOR PUBLICITY SUBMISSION
------------------------------------------     ----------------------------------------
<S>                                            <C>
Ford Motor Company                             Ford Motor Company
Regent Court, MD5NE-2C                         One American Road
16800 Executive Plaza Drive                    Room 935A-1
Dearborn, MI 48121                             Dearborn, MI  48126
Phone:  313/594-4048                           Phone:  313/317-4234
Fax: 313/337-9955                              Fax: 313/317-7556

</TABLE>

<PAGE>


                           SCHEDULE J: PARENT GUARANTY

                                                                  July 14, 2000

Ford Motor Company
One American Road
Dearborn, Michigan 48126
Attention: Frank Taylor

Re:      CERTAIN ARRANGEMENTS AND OBLIGATIONS BETWEEN VASTERA, INC. AND FORD
         MOTOR COMPANY

Dear Mr. Taylor:

         This letter agreement (the "Guaranty") memorializes the implementation
of certain agreements between Vastera, Inc. ("Guarantor") and Ford Motor Company
("Ford") in connection with the execution and delivery of a Global Trade
Services Agreement, dated as of July 14, 2000, between Ford and Vastera Solution
Services Corporation ("VSSC"), a wholly-owned subsidiary of Guarantor (the
"Agreement"), wherein VSSC will provide certain trade-related services to Ford.


         Ford and Guarantor agree to the following:

1.       GUARANTY

In consideration of the execution of the Agreement, Guarantor hereby absolutely,
irrevocably, and unconditionally guarantees to Ford Motor Company the full
performance by VSSC of all covenants and obligations assumed by VSSC under the
Agreement and under any future agreements between VSSC and Ford.

2.       GOVERNING LAW

This Guaranty shall be construed under the laws of the State of Michigan.

If the foregoing accurately sets forth our agreement regarding the issues
addressed herein, please sign the enclosed copy of this Guaranty and return it
to me at your earliest convenience.

                                            Sincerely,

                                            VASTERA, INC.

                                            By:
                                               -------------------------------
                                            Arjun Rishi, President

Acknowledged and agreed to this fourteenth day of July, 2000:

FORD MOTOR COMPANY

By:
   -------------------------------
Frank Taylor, Vice President, MP&L



Source: OneCLE Business Contracts.