IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

BROADVISION, INC.

STOCK OPTION AGREEMENT

BROADVISION, INC. (the "Company") is pleased to inform you that its Board of Directors has granted you an option to purchase shares of the common stock of the Company ("Common Stock") under the BroadVision, Inc. Stock Option Plan (the "Plan").

The details of your option are as follows:

EXERCISE PRICE: $ per share, being not less than the fair market value of the Common Stock on the date of grant of this option.

EXPIRATION DATE: , unless it ends sooner for the reasons described in Section 5 of the Supplemental Terms and Conditions attached.

VESTING SCHEDULE:       % on first anniversary of Vesting Commencement Date
                 -------

                        % each monthly anniversary thereafter until fully vested
                 -------

TAX QUALIFICATION: This option _X__ is ___ is not intended to qualify for the federal income tax benefits available to an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

ADDITIONAL TERMS AND OPTIONEE'S ACKNOWLEDGEMENTS: This option is also subject to all the terms of the Supplemental Terms and Conditions attached to this Agreement. The undersigned optionee acknowledges receipt of this option agreement, the Supplemental Terms and Conditions, and the exhibits referred to in both documents, and understands and agrees to all their terms. Optionee further acknowledges that as of the date of grant of this option, this option and its exhibits set forth the entire understanding between optionee and the Company and regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) the option agreements previously granted and delivered to optionee under the Plan, and (ii) the following agreements only:

    OTHER AGREEMENTS:
                      --------------------------------
                      --------------------------------
                      --------------------------------

BROADVISION, INC.                      OPTIONEE:

By:
    -------------------------------    --------------------------------------
                                       Signature
Name:
    ------------------------------

Date:                                  Date:
    ------------------------------          ----------------------------------

BROADVISION, INC.

SUPPLEMENTAL TERMS AND CONDITIONS OF THE
INCENTIVE STOCK OPTION AGREEMENT

1. METHOD OF PAYMENT. Payment of the exercise price per share is due in full upon exercise of all or any part of this option. You may make payment of the exercise price in cash or by check at the time of exercise. Notwithstanding the foregoing, this option may also be exercised as part of a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or a check) by the Company before Common Stock is issued.

2. EARLY EXERCISE OF OPTION (EXERCISE OF UNVESTED SHARES).

(a) At any time during your service with the Company or a parent or subsidiary (as defined in Section 424 of the Internal Revenue Code (the "Code") and defined as a "Related Company" in this document), you may exercise any or all of the shares subject to this option whether or not the shares have vested, PROVIDED, HOWEVER, that:

i. a partial exercise of this option will be deemed to cover vested shares first and then the earliest vesting installment of unvested shares;

ii. any unvested shares at the date of exercise will be subject to the purchase option in favor of the Company which is described in the Notice of Exercise and Stock Purchase Agreement (the "Notice of Exercise") attached as an exhibit to this option;

iii. you will enter into the Notice of Exercise which will contain the same vesting schedule as in this option agreement; and

iv. this option may not be exercised under this paragraph 2 if the exercise would cause the aggregate fair market value of any shares subject to incentive stock options granted to you by the Company or a Related Company (valued as of their grant date) which would become exercisable for the first time during any calendar year to exceed $100,000.

(b) Your right to purchase unvested shares ends upon termination of your service with the Company and all Related Companies.

3. WHOLE SHARES. You may exercise this option only for whole shares and the Company shall be under no obligation to issue any fractional shares of Common Stock to you.

4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained in this option, this option may not be exercised unless the shares issuable upon exercise of this option are then registered under the Securities Act of 1933, as amended (the "Act") or, if the shares are not registered at that time, the Company has determined that the exercise and issuance would be exempt from the registration requirements of the Act.

1.

This option has been granted under the terms of a compensatory benefit plan established by the Company to provide financial incentives for the Company's employees (including officers) and certain directors and consultants to work for the financial success of the Company and is intended to comply with the provisions of Rule 701 promulgated by the Securities and Exchange Commission under the Act.

5. TERM OF OPTION. The term of this option begins on the date you were granted this option and, unless it ends sooner for the reason described below, terminates on the Expiration Date set forth in the Stock Option Agreement. You may not, under any circumstances, exercise this option after the Expiration Date. By delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise this option.

This option will also terminate prior to the end of its term if your service as an employee or an advisor or consultant with the Company and all Related Companies is terminated for any reason or for no reason. Your option will then terminate three (3) months after the date on which you are no longer providing services to the Company or any Related Company unless one of the following circumstances exists:

(a) Your termination of service is due to your disability. This option will then terminate on the earlier of the Expiration Date or twelve
(12) months following the termination of your service. You should be aware that if your disability is not considered a permanent and total disability within the meaning of Section 422(c)(6) of the Code, and you exercise this option more than three (3) months following the date of your termination of employment, your exercise will be treated for tax purposes as the exercise of a "nonstatutory stock option" instead of an "incentive stock option."

(b) Your termination of service is due to your death. This option will then terminate on the earlier of the Expiration Date or twelve (12) months after your death.

(c) If during any part of the three (3) month period you may not exercise your option solely because of the condition described in paragraph 4 above, then your option will not terminate until the earlier of the Expiration Date or until this option shall become exercisable for an aggregate period of three (3) months after the termination of your service.

(d) If your exercise of the option within three (3) months after termination of your service with the Company and all Related Companies will result in liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, then your option will terminate on the earlier of (i) the Expiration Date, (ii) the tenth (10th) day after the last date on which your exercise would result in such liability or (iii) six (6) months and ten (10) days after the termination of your service with the Company and all Related Companies.

Only the shares which are vested on the date of your termination of service may be exercised following the termination of your service.

2.

In order to obtain the federal income tax advantages associated with an incentive stock option, the Code requires that at all times beginning on the date of grant of the option and ending on the day three (3) months before the date of the option's exercise, you must be an employee of the Company or a Related Company, except in the event of your death or disability. The Company has provided for continued vesting or extended exercisability for your option under certain circumstances for your benefit, but cannot guarantee that your option will necessarily be treated as an incentive stock option if you provide services to the Company or a Related Company as a consultant or exercise your option more than three (3) months after the date your employment with the Company and all Related Companies terminates.

6. EXERCISE OF OPTION.

a. You may exercise this option to the extent specified above, by delivering the Notice of Exercise attached to this option as an exhibit together with the exercise price to the Secretary of the Company, or another person designated by the Company, during regular business hours, together with any additional documents required in the Notice of Exercise.

b. By exercising this option you agree that:

i. the Company may require you to pay to the Company any tax withholding obligation of the Company arising from (1) your exercise of this option; (2) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise; or (3) the disposition of the shares of Common Stock you acquired upon the exercise of this option;

ii. you will notify the Company in writing within fifteen (15) days after the date on which you dispose of any of the shares of the Common Stock issued to you upon your exercise of this option if the disposition of shares occurs prior to the earlier of two (2) years after the date on which you were granted this option or one (1) year after the date on which you exercised this option; and

iii. in connection with the first underwritten registration of the offering of any securities of the Company under the Act, the Company (or a representative of the underwriters) may require that you not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during a period not to exceed one hundred eighty (180) days following the effective date (the "Effective Date") of the registration statement of the Company filed under the Act. For purposes of this restriction you will be considered to own securities which (i) you own directly or indirectly, including securities held for your benefit by nominees, custodians, brokers or pledgees; (ii) you may acquire within sixty (60) days of the Effective Date; (iii) are owned directly or indirectly, by or for your brothers or sisters (whether by whole or half blood), spouse, ancestors and lineal descendants; or (iv) are owned, directly or indirectly, by or for a corporation, partnership, estate or trust of which you are a shareholder, partner or beneficiary, but only to the extent of your proportionate interest in the corporation, partnership, estate or trust as a shareholder, partner or beneficiary. You further agree that the Company may impose stop-transfer instructions on the securities subject to these restrictions until the end of the period.

3.

7. OPTION NOT TRANSFERABLE. This option may not be transferred, except by will or by the laws of descent and distribution, and may be exercised during your life only by you.

8. OPTION NOT AN EMPLOYMENT CONTRACT. This option is not an employment contract and nothing in this option creates in any way whatsoever any obligation on your part to continue in the employ of the Company, or of the Company to continue your employment with the Company.

9. NOTICES. Any notices provided for in this option or the Plan will be given in writing and will be considered to have been given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you later designate in writing to the Company.

10. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions of the Plan, which is attached as an exhibit to this option. All provisions of the Plan are hereby made a part of this option. This option is further subject to all interpretations, amendments, rules and regulations which may from time to time be set forth and adopted under the Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Plan shall control.

ATTACHMENTS:

Exhibit A: BroadVision, Inc. Stock Option Plan Exhibit B: Regulation 260.141.11
Exhibit C: Notice of Exercise and Stock Purchase Agreement

4.

NAME OF PURCHASER:
                  -----------------------------------

STOCK OPTION GRANT DATE:
                        -----------------------------

TYPE OF EXERCISE:                              TYPE OF OPTION:

/ / Vested shares only                         / / Incentive Stock Option
/ / Early exercise (some unvested shares)(1)   / / Non Qualified Stock Option

NUMBER OF SHARES: Purchaser hereby exercises his or her option as to vested shares of Common Stock and unvested shares of Common Stock (the "Unvested Stock") for a total of shares (the "Stock").

REGISTERED NAME: Stock certificates for the Stock to be issued in name of

- -------------------------------.

TOTAL EXERCISE PRICE: $ , consisting of a cash payment delivered with this notice.

ADDITIONAL TERMS AND PURCHASER'S ACKNOWLEDGEMENTS: This agreement is also subject to all the terms of the Supplemental Terms and Conditions attached to this agreement. The Purchaser acknowledges receipt of this agreement, the Supplemental Terms and Conditions, and the exhibits referred to in both documents, and understands and agrees to all their terms. Purchaser further acknowledges that as of the date of this agreement, this agreement and its exhibits set forth the entire understanding between Purchaser and the Company and regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) the option agreements previously granted and delivered to Purchaser under the Company's Stock Option Plan (the "Plan"), and (ii) the following agreements only:

BROADVISION, INC.                      PURCHASER:

By:
   ---------------------------------   ----------------------------------------
                                       Signature

Name:
    -------------------------------

Date:                                  Date:

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

(1) If you are exercising your option as to unvested shares, you should determine whether you wish to make a section 83(b) election. Such election must be made and filed with the Internal Revenue Service within thirty (30) days of the date you exercise this option. In short, a section 83(b) election provides for the determination of taxable income (regular income tax for nonqualified stock options and alternative minimum tax for incentive stock options) on the date of exercise rather than the later date on which the stock vests. More detailed information on section 83(b) elections, as well as election forms, are available from the Company.

BROADVISION, INC.

SUPPLEMENTAL TERMS AND CONDITIONS OF THE
NOTICE OF EXERCISE AND STOCK PURCHASE AGREEMENT

1. SALE AND PURCHASE. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, the total number of shares of the common stock (the "Stock") of the Company set forth in the Notice of Exercise and Stock Purchase Agreement (the "Notice"), for the exercise price set forth in the Notice, payable in cash. These Supplemental Terms and Conditions together with the Notice shall be referred to herein as the "Agreement."

2. CLOSING.

a. LOCATION. The closing hereunder shall occur at the offices of the Company on the date of this Agreement or at such other time and place as the parties may mutually agree upon in writing.

b. STOCK ASSIGNMENTS AND ESCROW. At the closing, Purchaser shall deliver the total exercise price in cash. In addition, to the extent that the Purchaser is purchasing any Unvested Shares herewith, Purchaser shall also deliver three (3) stock assignments in the form of Exhibit B duly endorsed (with date and number of shares left blank) and joint escrow instructions (the "Joint Escrow Instructions") in the form of Exhibit C, duly executed by Purchaser.

c. STOCK CERTIFICATES. At the closing or as soon thereafter as practicable, the Company shall deliver to the Purchaser share certificates for the Vested Stock. In addition, to the extent that the Purchaser is purchasing Unvested Stock, the Company shall deliver to the Escrow Agent (as defined in paragraph 8 below) share certificates for all of the Unvested Stock that is to be subject to the Purchase Option (as defined in paragraph 3 below).

3. COMPANY'S REPURCHASE OPTION. In accordance with the provisions of section 408(b) of the California General Company Law, the Unvested Stock to be purchased by Purchaser pursuant to this Agreement shall be subject to the following option ("Purchase Option"):

a. PURCHASE OPTION. In the event that Purchaser shall cease to be an employee of the Company for any reason (including Purchaser's death), or no reason, with or without cause, the Purchase Option may be exercised. The Company shall have the right at any time within the ninety (90) day period after Purchaser's termination of service with the Company and all affiliates of the Company or such longer period as may be agreed to by the Company and Purchaser
(for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Internal Revenue Code) to purchase from Purchaser or his personal representative, as the case may be, at the price per share paid by Purchaser pursuant to this Agreement ("Option Price"), up to but not exceeding the number of shares of the Unvested Stock, adjusted as set forth below.

1.

b. RELEASE FROM PURCHASE OPTION. The number of shares of the Stock deemed to be "Unvested Stock" shall be equal to (x) the total number of shares of the Stock granted to the Purchaser pursuant to the Stock Option less
(y) the number of shares of the Stock that have vested under the vesting schedule set forth in the Stock Option as of the date of the termination of the Purchaser's services with the Company.

c. CHANGE OF CONTROL. In addition, and without limiting the foregoing Purchase Option, if at any time during the term of the Purchase Option, there occurs: (a) a dissolution or liquidation of the Company; (b) a merger or consolidation involving the Company in which the Company is not the surviving corporation; (c) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of other securities, cash or otherwise; or
(d) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged, then: (i) if there will be no successor to the Company, the Company shall have the right to exercise its Purchase Option as to all or any portion of the Stock then subject to the Purchase Option set forth above to the same extent as if Purchaser's employment by the Company had ceased on the date preceding the date of consummation of said event or transaction, or (ii) the Purchase Option may be assigned to any successor of the Company, and the Purchase Option shall apply if Purchaser shall cease for any reason to be an employee of such successor on the same basis as set forth above. In that case, references herein to the "Company" shall be deemed to refer to such successor.

d. PAYMENT. The Company shall be entitled to pay for any shares purchased pursuant to its Purchase Option at the Company's option in cash, by offset against any indebtedness owing to the Company and given in payment for the Stock by Purchaser, or a combination of both.

e. NOT AN EMPLOYMENT CONTRACT. This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the part of the Purchaser to continue in the employ of the Company, or of the Company to continue Purchaser in the employ of the Company.

f. EXERCISE OF PURCHASE OPTION. In the event that the Stock's Fair Market Value (as defined in the Plan) is equal to or exceeds the Option Price on the date that the Purchaser ceases to be employed, the Company, in its sole discretion, may exercise its purchase option to the extent permitted by law.

g. NOTICE OF EXERCISE. The Purchase Option may be exercised by giving written notice of exercise delivered or mailed as provided in paragraph 11. Upon providing such notice and payment or tender of the purchase price, the Company shall become the legal and beneficial owner of the Stock being purchased and all rights and interests therein or related thereto.

2.

h. DISTRIBUTIONS, DIVIDENDS ETC. If from time to time during the term of the Purchase Option there is any stock dividend or liquidating dividend or distribution of cash and/or property, stock split or other change in the character or amount of any of the outstanding securities of the Company, then, in such event, any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of his ownership of the Unvested Stock will be immediately subject to the Purchase Option and be included in the words "Unvested Stock" for all purposes of the Purchase Option with the same force and effect as the shares of Unvested Stock then subject to the Purchase Option. While the total Option Price shall remain the same after each such event, the Option Price per share of Unvested Stock upon exercise of the Purchase Option shall be appropriately adjusted.

4. LEGENDS. All certificates representing any shares of Stock of the Company subject to the provisions of this Agreement shall have endorsed thereon legends in substantially the following form:

a. "These securities have not been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the corporation that such registration is not required."

b. Any legend required to be placed thereon by the California Commissioner of Corporations.

In additions, certificates representing shares of Unvested Stock shall have endorsed thereon a legend in substantially the following form:

c. "The shares represented by this certificate are subject to an option set forth in an agreement between the corporation and the registered holder, or his predecessor in interest, a copy of which is on file at the principal office of this corporation. Any transfer or attempted transfer of any shares subject to such option is void without the prior express written consent of the issuer of these shares."

5. PURCHASER REPRESENTATIONS AND ACKNOWLEDGEMENTS.

a. SECURITIES ACT. Purchaser acknowledges that he is aware that the Stock to be issued to him by the Company pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended (the "Act"), on the basis that no distribution or public offering of the Stock is to be effected, and in this connection acknowledges that the Company is relying on the following representations: Purchaser warrants and represents to the Company that he is acquiring the Stock for investment and not with a view to or for sale in connection with any distribution of the Stock or with any present intention of distributing or selling the Stock and he does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause him to sell the Stock. Purchaser recognizes that the Stock must be held indefinitely unless it is subsequently registered under the Act or an

3.

exemption from such registration is available and, further, recognizes that the Company is under no obligation to register the Stock or to comply with any exemption from such registration.

b. RESALE OF STOCK. Purchaser is aware that the Stock may not be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met and until Purchaser has held the Stock for at least two (2) years. Among the conditions for use of Rule 144 is the availability of specified current public information about the Company. Purchaser recognizes that the Company presently has no plans to make such information available to the public.

c. RECEIPT OF SECTION 260.141.11. Purchaser acknowledges receipt of a copy of Section 260.141.11 of Title 10 of the California Administrative Code, attached hereto as Exhibit A.

6. TRANSFER RESTRICTIONS.

a. IN GENERAL. Whether or not the Purchase Option is exercised or has lapsed, Purchaser agrees not to make any disposition of any of the Stock in any event unless and until:

i. There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

ii. (1) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and
(2) Purchaser shall have given the Company an opinion of counsel, which opinion and counsel shall be satisfactory to the Company, to the effect that such disposition will not require registration of the Stock under the Act.

b. WITH RESPECT TO UNVESTED STOCK. Purchaser shall not sell or transfer any of the Unvested Stock subject to the Purchase Option or any interest therein so long as such Unvested Stock is subject to the Purchase Option.

c. EFFECT ON COMPANY. The Company shall not be required
(i) to transfer on its books any shares of Common Stock of the Company which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

7. ESCROW ARRANGEMENTS. As security for his faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser's Stock upon exercise of the Purchase Option herein provided for, Purchaser agrees, at the closing hereunder (or as soon thereafter as practicable) to deliver (or have the Company deliver on the Purchaser's behalf) to and deposit with the Secretary of the Company, as escrow agent in this transaction (the "Escrow Agent"), three (3) stock assignments duly endorsed (with date and number of shares left blank) in the form attached hereto as Exhibit B, together with a certificate or

4.

certificates evidencing all of the Unvested Stock subject to the Purchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit C attached hereto and incorporated herein by this reference, which instructions shall also be delivered to the Escrow Agent at the closing hereunder (or as soon thereafter as practicable).

8. STOCKHOLDER RIGHTS. Subject to the provisions of paragraph 6 above, Purchaser (but not any unapproved transferee) shall, during the term of this Agreement, exercise all rights and privileges of a stockholder of the Company with respect to the Unvested Stock.

9. AGREEMENT NOT TO SELL. Purchaser further agrees that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Act, Purchaser will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during a period not to exceed one hundred eighty (180) days following the effective date (the "Effective Date") of the registration statement of the Company filed under the Act. For purposes of this restriction Purchaser will be considered to own securities that (i) are owned directly or indirectly by Purchaser, including securities held for Purchaser's benefit by nominees, custodians, brokers or pledgees; (ii) may be acquired by Purchaser within sixty (60) days of the Effective Date; (iii) are owned directly or indirectly, by or for Purchaser's brothers or sisters (whether by whole or half blood), spouse, ancestors and lineal descendants; or (iv) are owned, directly or indirectly, by or for a corporation, partnership, estate or trust of which Purchaser is a shareholder, partner or beneficiary, but only to the extent of Purchaser's proportionate interest in the corporation, partnership, estate or trust as a shareholder, partner or beneficiary. Purchaser further agrees that the Company may impose stop-transfer instructions with respect to securities subject to the restrictions, described above, until the end of such period.

10. ADDITIONAL DOCUMENTS. Purchaser agrees to provide any additional documents Company may reasonably require to complete the exercise of this option and the issuance of shares of the Common Stock of the Company in accordance with all applicable laws.

11. NOTICES. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in any United States Post Office Box, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto as his address hereinafter shown below his signature or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto.

12. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, inure to the benefit of and be binding upon Purchaser, his heirs, executors, administrators, successors, and assigns. Without limiting the generality of the foregoing, the Purchase Option of the Company hereunder shall be assignable by the Company at any time or from time to time, in whole or in part. Should the right of repurchase be assigned by the

5.

Company, the assignee shall pay to the Company cash equal to the excess, if any, of the Stock's Fair Market Value (as defined in the Plan) over the Option Price.

13. CAPITALIZED TERMS. Capitalized terms used but not defined in these Supplemental Terms and Conditions shall have the respective meanings given thereto in the Notice of Exercise and Stock Purchase Agreement.

14. GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to principles of conflicts of laws.

15. HEADINGS. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

ATTACHMENTS:

Exhibit A Cal. Admin. Code, Title 10, Section 260.141.11

ADDITIONAL ATTACHMENTS IF UNVESTED SHARES BEING PURCHASED:

Exhibit B Assignment Separate from Certificate Exhibit C Joint Escrow Instructions

BROADVISION, INC.
STOCK OPTION PLAN
ADOPTED DECEMBER 22, 1993

1. PURPOSES.

(a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company, and its Affiliates, may be given an opportunity to purchase stock of the Company.

(b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Directors of or Consultants to the Company and its Affiliates, to secure and retain the services of new Employees, Directors and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

(c) The Company intends that the Options issued under the Plan shall, in the discretion of the Board or any Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c), be either Incentive Stock Options or Nonstatutory Stock Options. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant to Section 6, and a separate certificate or certificates will be issued for shares purchased on exercise of each type of Option.

2. DEFINITIONS.

(a) "AFFILIATE" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the Code.

1.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CODE" means the Internal Revenue Code of 1986, as amended.

(d) "COMMITTEE" means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan.

(e) "COMPANY" means BroadVision, Inc., a Delaware corporation.

(f) "CONSULTANT" means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the Company for their services as Directors.

(g) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means the employment or relationship as a Director or Consultant is not interrupted or terminated. The Board, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company, Affiliates or their successors.

(h) "COVERED EXECUTIVE" means each Employee, Director or Consultant subject to Section 16 of the Exchange Act with respect to the Company.

(i) "DIRECTOR" means a member of the Board.

(j) "DISINTERESTED PERSON" means a Director: (i) who either (A) was not during the one year prior to service as an administrator of the Plan granted or awarded equity securities pursuant to the Plan or any other plan of the Company or any of its affiliates entitling the participants therein to acquire equity securities of the Company or any of its affiliates except as

2.

permitted by Rule 16b-3(c)(2)(i); or (B) who is otherwise considered to be a "disinterested person" in accordance with Rule 16b-3(c)(2)(i), or any other applicable rules, regulations or interpretations of the Securities and Exchange Commission; AND (ii) who either (A) is not a current Employee, is not a former Employee receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an affiliate at any time, and is not currently receiving compensation for personal services in any capacity other than as a Director, or (B) is otherwise considered an outside director for purposes of Section 162(m) of the Code.

(k) "EMPLOYEE" means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(m) "FAIR MARKET VALUE" means, as of any date, the value of the common stock of the Company determined as follows and in each case in a manner consistent with Section 260.140.50 of Title 10 of the California Code of Regulations:

(1) If the common stock is listed on any established stock exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market Value of a share of common stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in common stock) on the last market trading day prior to the day of determination, as reporting in the Wall Street Journal or such other source as the Board deems reliable;

3.

(2) If the common stock is quoted on the NASDAQ System (but not on the National Market System thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of common stock shall be the mean between the bid and asked prices for the common stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable;

(3) In the absence of an established market for the common stock, the Fair Market Value shall be determined in good faith by the Board.

(n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(o) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option.

(p) "OFFICER" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(q) "OPTION" means a stock option granted pursuant to the Plan.

(r) "OPTION AGREEMENT" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(s) "OPTIONED STOCK" means the common stock of the Company subject to an Option.

(t) "OPTIONEE" means an Employee, Director or Consultant who holds an outstanding Option.

(u) "PLAN" means this Stock Option Plan.

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(v) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

3. ADMINISTRATION.

(a) The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3(c).

(b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(1) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how each Option shall be granted; whether an Option will be an Incentive Stock Option or a Nonstatutory Stock Option; the provisions of each Option granted (which need not be identical), including the time or times such Option may be exercised in whole or in part; and the number of shares for which an Option shall be granted to each such person.

(2) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(3) To amend the Plan as provided in Section 11.

(c) The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) members (the "Committee"), all of the members of which Committee shall be Disinterested Persons if required by the provisions of subsection 3(d). If administration is delegated to a Committee, the Committee shall have, in connection with the administration

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of the Plan, the powers theretofore possessed by the Board (and references in this Plan to the Board shall thereafter be to the Committee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. Additionally, prior to the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act, and notwithstanding anything to the contrary contained herein, the Board may delegate administration of the Plan to any person or persons and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. Notwithstanding anything in this Section 3 to the contrary, the Board or the Committee may delegate to a committee of one or more members of the Board the authority to grant options to eligible persons who are not then subject to Section 16 of the Exchange Act.

(d) Any requirement that an administrator of the Plan be a Disinterested Person shall not apply (A) prior to the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act, or (B) if the Board or the Committee expressly declares that such requirement shall not apply. Any Disinterested Person shall otherwise comply with the requirements of Rule 16b-3.

4. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 10 relating to adjustments upon changes in stock, the stock that may be sold pursuant to Options shall not exceed in the aggregate three million five hundred thirty-three thousand (3,533,000) shares of the Company's common stock. If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the stock not purchased under such Option shall revert to and again become available for issuance under the Plan.

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(b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.

(a) Incentive Stock Options may be granted only to Employees. Nonstatutory Stock Options may be granted only to Employees, Directors or Consultants.

(b) A Director shall in no event be eligible for the benefits of the Plan unless at the time discretion is exercised in the selection of the Director as a person to whom Options may be granted, or in the determination of the number of shares which may be covered by Options granted to the Director:
(A) the Board has delegated its discretionary authority over the Plan to a Committee which consists solely of Disinterested Persons; or (B) the Plan otherwise complies with the requirements of Rule 16b-3. The Board shall otherwise comply with the requirements of Rule 16b-3. This subsection 5(b) shall not apply (i) prior to the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act, or (ii) if the Board or Committee expressly declares that it shall not apply.

(c) No person shall be eligible for the grant of an Incentive Stock Option if, at the time of grant, such person owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

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(d) Subsequent to the registration of equity securities of the Company under the Exchange Act, no person shall be eligible to be granted Options covering more than one million (1,000,000) shares of the Company's common stock during any three (3) year period.

6. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

(b) PRICE. The exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted. The exercise price of each Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted.

(c) CONSIDERATION. The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the option is exercised, or (ii) at the discretion of the Board or the Committee, either at the time of the grant or exercise of the Option, (A) by delivery to the Company of other common stock of the Company, (B) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other common stock of the Company) with the person to whom the Option is granted or to whom the Option is transferred

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pursuant to subsection 6(d), or (C) in any other form of legal consideration that may be acceptable to the Board.

In the case of any deferred payment arrangement, interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.

(d) TRANSFERABILITY. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is granted only by such person. A Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a "QDRO"), and shall be exercisable during the lifetime of the person to whom the Option is granted only by such person or any transferee pursuant to a QDRO. The person to whom the Option is granted may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option.

(e) VESTING. The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised. The

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Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary but in each case will provide for vesting of at least twenty percent (20%) per year of the total number of shares subject to the Option. The provisions of this subsection 6(e) are subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised.

(f) SECURITIES LAW COMPLIANCE. The Company may require any Optionee, or any person to whom an Option is transferred under subsection 6(d), as a condition of exercising any such Option, (1) to give written assurances satisfactory to the Company as to the Optionee's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the Option for such person's own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the Option has been registered under a then currently effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan

10.

as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

(g) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT. In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates (other than upon the Optionee's death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months after the termination of the Optionee's Continuous Status as an Employee, Director or Consultant (or such longer or shorter period, WHICH IN NO EVENT SHALL BE LESS THAN THIRTY (30) DAYS, specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(h) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee's disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period, WHICH IN NO EVENT SHALL BE LESS THAN SIX (6) MONTHS, specified in the Option Agreement), or
(ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option

11.

within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(i) DEATH OF OPTIONEE. In the event of the death of an Optionee during, or within a period specified in the Option after the termination of, the Optionee's Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option at the date of death) by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period, WHICH IN NO EVENT SHALL BE LESS THAN SIX (6) MONTHS, specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after death, the Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(j) EARLY EXERCISE. The Option may, but need not, include a provision whereby the Optionee may elect at any time while an Employee, Director or Consultant to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased shall be subject to a repurchase right in favor of the Company, with the repurchase price to be equal to the original purchase price of the stock, or to any other restriction the Board determines to be appropriate PROVIDED, HOWEVER, that the right to repurchase at the original purchase price shall lapse at a minimum rate of twenty percent

12.

(20%) per year over five (5) years from the date the Option was granted and such right shall be exerciseable only within ninety (90) days following termination of employment for cash or cancellation of purchase money indebtedness for the shares. Should the right of repurchase be assigned by the Company, the assignee shall pay the Company cash equal to the difference between the original purchase price and the stock's Fair Market Value if the original purchase price is less than the stock's Fair Market Value.

(k) WITHOLDING. To the extent provided by the terms of an Option Agreement, the Optionee may satisfy any federal, state or local tax withholding obligation relating to the exercise of such Option by any of the following means or by a combination of such means: (1) tendering a cash payment; (2) authorizing the Company to withhold shares from the shares of the common stock otherwise issuable to the participant as a result of the exercise of the Option; or (3) delivering to the Company owned and unencumbered shares of the common stock of the Company.

7. COVENANTS OF THE COMPANY.

(a) During the terms of the Options, the Company shall keep available at all times the number of shares of stock required to satisfy such Options.

(b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the Options; PROVIDED, HOWEVER, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any Option or any stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the

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Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such Options unless and until such authority is obtained.

8. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Options shall constitute general funds of the Company.

9. MISCELLANEOUS.

(a) Neither an Optionee nor any person to whom an Option is transferred under subsection 6(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Option unless and until such person has satisfied all requirements for exercise of the Option pursuant to its terms.

(b) Throughout the term of any Option, the Company shall deliver to the holder of such Option, not later than one hundred twenty (120) days after the close of each of the Company's fiscal years during the Option term, a balance sheet and an income statement. This section shall not apply when issuance is limited to key employees whose duties in connection with the Company assure them access to equivalent information.

(c) Nothing in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Employee, Director, Consultant or Optionee any right to continue in the employ of the Company or any Affiliate or to continue acting as a Director or Consultant or shall affect the right of the Company or any Affiliate to terminate the employment or relationship as a Director or Consultant of any Employee, Director, Consultant or Optionee with or without cause.

(d) To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options granted after 1986 are exercisable

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for the first time by any Optionee during any calendar year under all plans of the Company and its Affiliates exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

10. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject to any Option (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and outstanding Options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding Options.

(b) In the event of: (1) a merger or consolidation in which the Company is not the surviving corporation or (2) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise then to the extent permitted by applicable law: (i) any surviving corporation shall assume any Options outstanding under the Plan or shall substitute similar Options for those outstanding under the Plan, or (ii) such Options shall continue in full force and effect. In the event any surviving corporation refuses to assume or continue such Options, or to substitute similar options for those outstanding under the Plan, then such Options shall be terminated if not exercised prior to such event. In the event of a dissolution or liquidation of the Company, any Options outstanding under the Plan shall terminate if not exercised prior to such event.

15.

11. AMENDMENT OF THE PLAN.

(a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 10 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will:

(1) Increase the number of shares reserved for Options under the Plan;

(2) Modify the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to satisfy the requirements of Section 422 of the Code); or

(3) Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to satisfy the requirements of Section 422 of the Code, comply with the stockholder approval requirements of
Section 162(m) of the Code, if applicable, or to comply with the requirements of Rule 16b-3, if applicable.

(b) It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide Optionees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(c) Rights and obligations under any Option granted before amendment of the Plan shall not be altered or impaired by any amendment of the Plan unless
(i) the Company requests the consent of the person to whom the Option was granted and (ii) such person consents in writing.

16.

12. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on December 21, 2003. No Options may be granted under the Plan while the Plan is suspended or after it is terminated.

(b) Rights and obligations under any Option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except with the consent of the person to whom the Option was granted.

13. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Options granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board, and, if required, an appropriate permit has been issued by the Commissioner of Corporations of the State of California.

INCENTIVE STOCK OPTION

___________, Optionee:

BROADVISION, INC. (the "Company"), pursuant to its Stock Option Plan (the "Plan") has this day granted to you, the optionee named above, an option to purchase shares of the common stock of the Company ("Common Stock"). This option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

The details of your option are as follows:

1. The total number of shares of Common Stock subject to this option is ___________ (___________). Subject to the limitations contained herein, this Option may be exercised, in whole or in part, with respect to shares on or after the date of vesting applicable to such shares. Vesting shall occur in accordance with Schedule 1 attached, provided that shares shall vest only so long as you remain employed by the Company.

2. a. The exercise price of this option is Twelve cents ($0.12) per share, being not less than the fair market value of the Common Stock on the date of grant of this option.

b. Payment of the exercise price per share is due in full in cash (or by check) upon exercise.

c. Notwithstanding the foregoing, this option may be exercised pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or check) by the Company prior to the issuance of Common Stock.

3. a. Subject to the provisions of this option you may elect at any time during your employment with the Company or an affiliate thereof, to exercise the option as to any part or all of the shares subject to this option at any time during the term hereof, including without limitation, a time prior to the date of earliest exercise ("vesting") stated in paragraph 1 hereof; PROVIDED, HOWEVER, that:

i. a partial exercise of this option shall be deemed to cover first vested shares and then the earliest vesting installment of unvested shares;

ii. any shares so purchased from installments which have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Early Exercise Stock Purchase Agreement attached hereto; and

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iii. you shall enter into an Early Exercise Stock Purchase Agreement in the form attached hereto with a vesting schedule that will result in the same vesting as if no early exercise had occurred.

iv. this option shall not be exercisable under this paragraph 3 to the extent such exercise would cause the aggregate fair market value of any shares subject to incentive stock options granted you by the Company or any affiliate (valued as of their grant date) which would become exercisable for the first time during any calendar year to exceed $100,000.

b. The election provided in this paragraph 3 to purchase shares upon the exercise of this option prior to the vesting dates shall cease upon termination of your employment with the Company or an affiliate thereof and may not be exercised after the date thereof.

4. This option may not be exercised for any number of shares which would require the issuance of anything other than whole shares.

5. Notwithstanding anything to the contrary contained herein, this option may not be exercised unless the shares issuable upon exercise of this option are then registered under the Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Act.

6. The term of this option commences on the date hereof and, unless sooner terminated as set forth below or in the Plan, terminates on ___________ (ten (10) years from the date this option is granted). In no event may this option be exercised on or after the date on which it terminates. This option shall terminate prior to the expiration of its term as follows: three (3) months after the termination of your employment with the Company or an affiliate of the Company (as defined in the Plan) for any reason or for no reason unless:

a. such termination of employment is due to your disability, in which event the option shall terminate on the earlier of the termination date set forth above or twelve (12) months following such termination of employment; or

b. such termination of employment is due to your death, in which event the option shall terminate on the earlier of the termination date set forth above or twelve (12) months after your death; or

c. during any part of such three (3) month period the option is not exercisable solely because of the condition set forth in paragraph 5 above, in which event the option shall not terminate until the earlier of the termination date set forth above or until it shall have been exercisable for an aggregate period of three (3) months after the termination of employment; or

d. exercise of the option within three (3) months after termination of your employment with the Company or with an affiliate would result in liability under section 16(b)

2.

of the Securities Exchange Act of 1934, in which case the option will terminate on the earlier of (i) the termination date set forth above, (ii) the tenth
(10th) day after the last date upon which exercise would result in such liability or (iii) six (6) months and ten (10) days after the termination of your employment with the Company or an affiliate.

However, this option may be exercised following termination of employment only as to that number of shares as to which it was exercisable on the date of termination of employment under the provisions of paragraph 1 of this option.

7. a. This option may be exercised, to the extent specified above, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require pursuant to the Plan.

b. By exercising this option you agree that:

i. the Company may require you to enter an arrangement providing for the cash payment by you to the Company of any tax withholding obligation of the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise; or (3) the disposition of shares acquired upon such exercise;

ii. you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of this option that occurs within two (2) years after the date of this option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of this option;

iii. the Company (or a representative of the underwriters) may, in connection with the first underwritten registration of the offering of any securities of the Company under the Act, require that you not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date (the "Effective Date") of the registration statement of the Company filed under the Act as may be requested by the Company or the representative of the underwriters; PROVIDED, HOWEVER, that such restriction shall apply only if, on the Effective Date, you are an officer, director, or owner of more than one percent (1%) of the outstanding securities of the Company. For purposes of this restriction you will be deemed to own securities which (i) are owned directly or indirectly by you, including securities held for your benefit by nominees, custodians, brokers or pledgees;
(ii) may be acquired by you within sixty (60) days of the Effective Date;
(iii) are owned directly or indirectly, by or for your brothers or sisters (whether by whole or half blood) spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation, partnership, estate or trust of which you are a shareholder, partner or beneficiary, but only to the extent of your proportionate interest therein as a shareholder, partner or beneficiary thereof. You further agree that the

3.

Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period; and

iv. the shares issuable on exercise of this option shall be subject to the right of first refusal set forth in the Company's Bylaws.

8. This option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

9. This option is not an employment contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company, or of the Company to continue your employment with the Company.

10. Any notices provided for in this option or the Plan shall be given in writing and shall be deemed effectively given upon personal delivery, delivery by express courier or delivery by facsimile (confirmed by mail) or four
(4) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company or to the Company at its principal executive offices.

11. This option is subject to all the provisions of the Plan, a copy of which is attached hereto and its provisions are hereby made a part of this option, including without limitation the provisions of the Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Plan shall control.

Dated the ___________.

Very truly yours,

BROADVISION, INC.

ATTACHMENTS:

Stock Option Plan
Form of Exercise
Early Exercise Stock Purchase Agreement Bylaws - Right of First Refusal

4.

THE UNDERSIGNED:

(A) Acknowledges receipt of the foregoing option and the attachments referenced therein and understands that all rights and liabilities with respect to this option are set forth in the option and the Plan; and

(B) Acknowledges that as of the date of grant of this option, it sets forth the entire understanding between the undersigned optionee and the Company and its affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to the undersigned under stock option plans of the Company, and (ii) the following agreements only:

5.

OPTIONEE:
             ---------------

GRANT DATE:
             ---------------

                                                        % OF SHARES THAT VEST IF
VESTING DATE                                            EMPLOYED ON VESTING DATE
- ------------                                            ------------------------

NOTICE OF EXERCISE

Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

Type of option (check one): Incentive / / Nonstatutory / /

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Stock Option Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the "Shares"), which are being acquired by me for my own account upon exercise of the Option as set forth above:

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and are deemed to constitute "restricted securities" under Rule 701 and

1.

"control securities" under Rule 144 promulgated under the Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Act and any applicable state securities laws.

I further acknowledge that I will not be able to resell the Shares for at least ninety days after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company's Articles of Incorporation, Bylaws and/or applicable securities laws.

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Act, I will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Act (the "Effective Date") as may be requested by the Company or the representative of the underwriters; PROVIDED, HOWEVER, that such restriction shall apply only if, on the Effective Date, I am an officer, director, or owner of more than one percent (1%) of the outstanding securities of the Company. For purposes of this restriction I will be deemed to own securities that (i) are owned directly or indirectly by me, including securities held for my benefit by nominees, custodians, brokers or pledgees; (ii) may be acquired by me within sixty (60) days of the Effective Date; (iii) are owned directly or indirectly, by or for my brothers or sisters (whether by whole or half blood), spouse, ancestors and lineal descendants; or (iv) are owned, directly or indirectly, by or for a corporation, partnership, estate or trust of which I am a shareholder, partner or beneficiary, but only to the extent of my proportionate interest therein as a shareholder, partner or beneficiary thereof. I further agree that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

Very truly yours,

2.

NONSTATUTORY STOCK OPTION

___________, Optionee:

BROADVISION, INC. (the "Company"), pursuant to its Stock Option Plan (the "Plan") has this day granted to you, the optionee named above, an option to purchase shares of the common stock of the Company ("Common Stock"). This option is not intended to qualify as and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

The details of your option are as follows:

1. The total number of shares of Common Stock subject to this option ("Shares") is ___________ (___________). Subject to the limitations contained herein, this Option may be exercised, in whole or in part, with respect to shares on or after the date of vesting applicable to such shares. Vesting shall occur in accordance with Schedule 1 attached, provided that shares shall vest only so long as you remain employed by the Company.

2. (a) The exercise price of this option is ___________ (___________) per share, being not less than the fair market value of the Common Stock on the date of grant of this option.

(b) Payment of the exercise price per share is due in full in cash (or by check) upon exercise.

(c) Notwithstanding the foregoing, this option may be exercised pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or check) by the Company prior to the issuance of Common Stock.

3. (a) Subject to the provisions of this option you may elect at any time during your employment with the Company or an affiliate thereof, to exercise the option as to any part or all of the shares subject to this option at any time during the term hereof, including without limitation, a time prior to the date of earliest exercise ("vesting") stated in paragraph 1 hereof; PROVIDED, HOWEVER, that:

(i) a partial exercise of this option shall be deemed to cover first vested shares and then the earliest vesting installment of unvested shares;

(ii) any shares so purchased from installments which have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Early Exercise Stock Purchase Agreement attached hereto; and

1.

(iii) you shall enter into an Early Exercise Stock Purchase Agreement in the form attached hereto with a vesting schedule that will result in the same vesting as if no early exercise had occurred.

(b) The election provided in this paragraph 3 to purchase shares upon the exercise of this option prior to the vesting dates shall cease upon termination of your employment with the Company or an affiliate thereof and may not be exercised after the date thereof.

4. This option may not be exercised for any number of shares which would require the issuance of anything other than whole shares.

5. Notwithstanding anything to the contrary contained herein, this option may not be exercised unless the shares issuable upon exercise of this option are then registered under the Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Act.

6. The term of this option commences on the date hereof and, unless sooner terminated as set forth below or in the Plan, terminates on ___________ (ten (10) years from the date this option is granted). In no event may this option be exercised on or after the date on which it terminates. This option shall terminate prior to the expiration of its term as follows: three (3) months after the termination of your employment with the Company or an affiliate of the Company (as defined in the Plan) for any reason or for no reason unless:

(a) such termination of employment is due to your disability, in which event the option shall terminate on the earlier of the termination date set forth above or twelve (12) months following such termination of employment; or

(b) such termination of employment is due to your death, in which event the option shall terminate on the earlier of the termination date set forth above or twelve (12) months after your death; or

(c) during any part of such three (3) month period the option is not exercisable solely because of the condition set forth in paragraph 5 above, in which event the option shall not terminate until the earlier of the termination date set forth above or until it shall have been exercisable for an aggregate period of three (3) months after the termination of employment; or

(d) exercise of the option within three (3) months after termination of your employment with the Company or with an affiliate would result in liability under section 16(b) of the Securities Exchange Act of 1934, in which case the option will terminate on the earlier of (i) the termination date set forth above, (ii) the tenth (10th) day after the last date upon which exercise would result in such liability or (iii) six (6) months and ten (10) days after the termination of your employment with the Company or an affiliate.

2.

However, this option may be exercised following termination of employment only as to that number of shares as to which it was exercisable on the date of termination of employment under the provisions of paragraph 1 of this option.

7. (a) This option may be exercised, to the extent specified above, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require pursuant to the Plan.

(b) By exercising this option you agree that:

(i) the Company may require you to enter an arrangement providing for the cash payment by you to the Company of any tax withholding obligation of the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise; or (3) the disposition of shares acquired upon such exercise;

(ii) the Company (or a representative of the underwriters) may, in connection with the first underwritten registration of the offering of any securities of the Company under the Act, require that you not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date (the "Effective Date") of the registration statement of the Company filed under the Act as may be requested by the Company or the representative of the underwriters; PROVIDED, HOWEVER, that such restriction shall apply only if, on the Effective Date, you are an officer, director, or owner of more than one percent (1%) of the outstanding securities of the Company. For purposes of this restriction you will be deemed to own securities which (i) are owned directly or indirectly by you, including securities held for your benefit by nominees, custodians, brokers or pledgees;
(ii) may be acquired by you within sixty (60) days of the Effective Date;
(iii) are owned directly or indirectly, by or for your brothers or sisters (whether by whole or half blood) spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation, partnership, estate or trust of which you are a shareholder, partner or beneficiary, but only to the extent of your proportionate interest therein as a shareholder, partner or beneficiary thereof. You further agree that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period; and

(iii) the shares issuable on exercise of this option shall be subject to the right of first refusal set forth in the Company's Bylaws.

8. This option is not transferable, except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder (a "QDRO"), and is exercisable during your life only by you or any transferee pursuant to a QDRO.

3.

9. This option is not an employment contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company, or of the Company to continue your employment with the Company. In the event that this option is granted to you in connection with the performance of services as a consultant or director, references to employment, employee and similar terms shall be deemed to include the performance of services as a consultant or a director, as the case may be, PROVIDED, HOWEVER, that no rights as an employee shall arise by reason of the use of such terms.

10. Any notices provided for in this option or the Plan shall be given in writing and shall be deemed effectively given upon personal delivery, delivery by express courier or delivery by facsimile (confirmed by mail) or four
(4) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company or to the Company at its principal executive offices.

11. This option is subject to all the provisions of the Plan, a copy of which is attached hereto and its provisions are hereby made a part of this option, including without limitation the provisions of the Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Plan shall control.

Very truly yours,

BROADVISION, INC.

ATTACHMENTS:

Stock Option Plan
Form of Exercise
Early Exercise Stock Purchase Agreement Bylaws - Right of First Refusal

4.

THE UNDERSIGNED:

(A) Acknowledges receipt of the foregoing option and the attachments referenced therein and understands that all rights and liabilities with respect to this option are set forth in the option and the Plan; and

(B) Acknowledges that as of the date of grant of this option, it sets forth the entire understanding between the undersigned optionee and the Company and its affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to the undersigned under stock option plans of the Company, and (ii) the following agreements only:

ADDRESS: ----------------------------

5.

OPTIONEE:
             ------------------

GRANT DATE:
             ------------------

                                                        % OF SHARES THAT VEST IF
VESTING DATE                                            EMPLOYED ON VESTING DATE
- ------------                                            ------------------------

                                  NOTICE OF EXERCISE


BroadVision, Inc.
3 Lagoon Drive, Suite 350

Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

Type of option (check one): Incentive / / Nonstatutory / /

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Stock Option Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the "Shares"), which are being acquired by me for my own account upon exercise of the Option as set forth above:

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and are deemed to constitute "restricted securities" under Rule 701 and "control securities" under Rule 144 promulgated under the Act. I warrant and represent to the

1.

Company that I have no present intention of distributing or selling said Shares, except as permitted under the Act and any applicable state securities laws.

I further acknowledge that I will not be able to resell the Shares for at least ninety days after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company's Articles of Incorporation, Bylaws and/or applicable securities laws.

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Act, I will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Act (the "Effective Date") as may be requested by the Company or the representative of the underwriters; PROVIDED, HOWEVER, that such restriction shall apply only if, on the Effective Date, I am an officer, director, or owner of more than one percent (1%) of the outstanding securities of the Company. For purposes of this restriction I will be deemed to own securities that (i) are owned directly or indirectly by me, including securities held for my benefit by nominees, custodians, brokers or pledgees; (ii) may be acquired by me within sixty (60) days of the Effective Date; (iii) are owned directly or indirectly, by or for my brothers or sisters (whether by whole or half blood), spouse, ancestors and lineal descendants; or (iv) are owned, directly or indirectly, by or for a corporation, partnership, estate or trust of which I am a shareholder, partner or beneficiary, but only to the extent of my proportionate interest therein as a shareholder, partner or beneficiary thereof. I further agree that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

Very truly yours,

2.

BROADVISION, INC.

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

JANUARY 31, 1994

TABLE OF CONTENTS

                                                                            PAGE

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES B PREFERRED STOCK............  1

    1.1  Authorization......................................................  1
    1.2  Sale of Preferred..................................................  1
    1.3  Closing Date.......................................................  1
    1.4  Delivery...........................................................  1

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................  1

    2.1  Organization and Standing.  .......................................  1
    2.2  Corporate Power....................................................  1
    2.3  Subsidiaries.......................................................  2
    2.4  Capitalization.....................................................  2
    2.5  Authorization......................................................  2
    2.6  Material Liabilities...............................................  3
    2.7  Compliance with Other Instruments, etc.............................  3
    2.8  Litigation, etc....................................................  3
    2.9  Registration Rights................................................  3
    2.10 Governmental Consent, etc..........................................  3
    2.11 Offering...........................................................  4
    2.12 Certain Transactions...............................................  4
    2.13 Intellectual Property..............................................  4
    2.14 Employee and Consultant Agreements.................................  5
    2.15 Disclosure.........................................................  5
    2.16 Brokers or Finders.................................................  5
    2.17 No Dividends.......................................................  5
    2.18 Contracts..........................................................  5
    2.19 Employee Compensation Plans........................................  5
    2.20 Related-Party Transactions.........................................  5
    2.21 Manufacturing and Marketing Rights.................................  5
    2.22 Corporate Documents................................................  6

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR....................  6

    3.1  Authorization......................................................  6
    3.2  Experience.........................................................  6
    3.3  Investment.........................................................  6
    3.4  Rule 144...........................................................  6
    3.5  Ability to Bear Economic Risk......................................  7
    3.6  No Public Market...................................................  7


                                          i.

TABLE OF CONTENTS
(CONTINUED)

                                                                            PAGE

    3.7  Access to Data.....................................................  7
    3.8  Accredited Investor Status.........................................  7

SECTION 4 CONDITIONS TO CLOSING OF INVESTOR.................................  7

    4.1  Representations and Warranties.....................................  7
    4.2  Covenants..........................................................  7
    4.3  No Material Adverse Change.........................................  7
    4.4  Blue Sky...........................................................  8
    4.5  Board of Directors.................................................  8
    4.6  Compliance Certificate.............................................  8
    4.7  Opinion of Counsel.................................................  8
    4.8  Investors' Rights Agreement........................................  8
    4.9  Certificate of Designation.........................................  8

SECTION 5 CONDITIONS TO CLOSING OF COMPANY..................................  8

    5.1  Representations and Warranties.....................................  8
    5.2  Covenants. ........................................................  8
    5.3  Blue Sky...........................................................  8
    5.4  Investors' Rights Agreement........................................  8

SECTION 6 AFFIRMATIVE COVENANTS OF THE INVESTOR.............................  9

    6.1  Covenant Not To Transfer...........................................  9

SECTION 7 AFFIRMATIVE COVENANTS OF THE COMPANY..............................  9

    7.1  Financial Information..............................................  9
    7.2  Assignment of Rights to Financial Information......................  9
    7.3  Company Strategy Briefings......................................... 10
    7.4  Termination of Covenants........................................... 10

SECTION 8 MISCELLANEOUS..................................................... 10

    8.1  Governing Law...................................................... 10
    8.2  Survival........................................................... 10
    8.3  Successors and Assigns............................................. 10
    8.4  Entire Agreement................................................... 10


                                         ii.

TABLE OF CONTENTS
(CONTINUED)

PAGE

8.5  Rights of Investor................................................. 10
8.6  Notices, etc....................................................... 10
8.7  Expenses........................................................... 11
8.8  Counterparts....................................................... 11
8.9  Severability....................................................... 11
8.10 California Corporate Securities Law................................ 11
8.11 Approval of Amendments and Waivers................................. 11

EXHIBITS

A - Schedule of Investor
B - Certificate of Designation of Preferences C - Schedule of Exceptions
D - Investors' Rights Agreement
E - Form of Legal Opinion to the Investor from Cooley Godward Castro Huddleson & Tatum

iii.

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of January 31, 1994 between BROADVISION, INC., a Delaware corporation (the "Company") and the investor as set forth in Exhibit A hereto ("Investor").

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES B PREFERRED STOCK

1.1 AUTHORIZATION. The Company has authorized the issuance and sale of 800,000 shares of its Series B Preferred Stock (the "Preferred") having the rights, preferences, privileges and restrictions set forth in the Certificate of Designation of Preferences in the form attached to this Agreement as Exhibit B (the "Certificate").

1.2 SALE OF PREFERRED. Subject to the terms and conditions hereof, Investor agrees to purchase and the Company agrees to sell and issue to Investor the number of shares of Preferred set forth opposite Investor's name on Exhibit A at a price of $1.25 per share.

1.3 CLOSING DATE. The closing of the purchase and sale of the Preferred hereunder (the "Closing") shall be held at the law offices of Cooley Godward Castro Huddleson & Tatum ("Cooley Godward"), 5 Palo Alto Square, 4th Floor, Palo Alto, California 94306, on the date of this Agreement or at such other time and place upon which the Company and the Investor shall agree (the date of the Closing is hereinafter referred to as the "Closing Date").

1.4 DELIVERY. At the Closing the Company will deliver to Investor a certificate representing the shares of Preferred that Investor is purchasing against payment of the purchase price therefor by wire transfer or by check payable to the order of the Company.

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Schedule of Exceptions attached hereto as Exhibit C, the Company hereby represents and warrants to Investor as follows:

2.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is presently required.

2.2 CORPORATE POWER. The Company will have at the Closing Date all requisite legal and corporate power to execute and deliver this Agreement and the Investors' Rights Agreement

1.

substantially in the form attached hereto as Exhibit D (the "Investors' Rights Agreement") (the Agreement and the Investors' Rights Agreement are hereinafter collectively referred to as the "Agreements"), to sell and issue the Preferred under this Agreement, to issue the Common Stock issuable upon conversion of the Preferred and to carry out and perform its obligations under the terms of the Agreements, including all exhibits and schedules hereto and thereto.

2.3 SUBSIDIARIES. The Company does not own or control, directly or indirectly, any other corporation, association or business entity.

2.4 CAPITALIZATION. The authorized capital stock of the Company consists, or immediately prior to the Closing will consist, of 17,000,000 shares of Common Stock, of which 5,700,000 are issued and outstanding and 6,000,000 shares of Preferred Stock, of which 4,300,000 are designated Series A Preferred Stock (of which 4,266,667 are issued and outstanding), and 1,400,000 are designated Series B Preferred Stock (of which 800,000 will be issued and outstanding immediately after the Closing). The outstanding shares of Common and Series A Preferred Stock are owned by the shareholders set forth and in the numbers specified on Exhibit C. No other shares of capital stock are outstanding. All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The Preferred has the rights, preferences, privileges and restrictions set forth in the Certificate. Except for (i) the conversion privileges of the Series A Preferred Stock and the Series B Preferred Stock specified in the Certificate of Incorporation of the Company, as amended, and the Certificate, (ii) the obligations of the holders of the Series A Preferred Stock to purchase Series B Preferred Stock; and (iii) the arrangements with respect to employee stock set forth in Exhibit C, there are no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company. All outstanding securities of the Company were issued in compliance with the registration or qualification provisions of all applicable U.S. federal and state securities laws.

2.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Preferred (and the Common Stock issuable upon conversion of the Preferred) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles, and limitations upon rights to indemnity. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements and under applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements, the right of first refusal provided in the Company's Bylaws, and applicable federal

2.

and state securities laws. The Preferred is not subject to any preemptive rights or rights of first refusal.

2.6 MATERIAL LIABILITIES. The Company has no material indebtedness or liabilities, absolute or contingent (individually or in the aggregate), except
(1) with respect to services rendered by its employees or consultants; (2) with respect to unpaid legal and other fees and costs incurred in connection with the formation and ongoing business of the Company, the issuance of Common Stock to its founder and the issuance of the Preferred in connection with this Agreement;
(3) liabilities incurred in the ordinary course of business that do not exceed $50,000 in the aggregate; and (4) as set forth in Exhibit C.

2.7 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Company is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any term of its Certificate of Incorporation or Bylaws or any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree to which it is a party or by which it is bound, and is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any order addressed specifically to the Company nor, to the best of the Company's knowledge, any order, statute, rule or regulation applicable to the Company.

2.8 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending or threatened against the Company before any court or governmental agency (nor, to the best of the Company's knowledge, is there any basis therefor). There is no judgment, decree, or order of any court in effect against the Company and the Company is not in default with respect to any order of any governmental authority to which the Company is a party or by which it is bound. There is no action, suit, proceeding, or investigation by the Company currently pending or which the Company presently intends to initiate.

2.9 REGISTRATION RIGHTS. Except as set forth in the Investors' Rights Agreement, the Company is not under any obligation to register (as defined in
Section 1.2 of the Investors' Rights Agreement) any of its presently outstanding securities or any of its securities that may hereafter be issued.

2.10 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreements, or the offer, sale or issuance of the Preferred (and the Common Stock issuable upon conversion of the Preferred) or the consummation of any other transaction contemplated thereby, except for (a) the filing of the Certificate in the Office of the Secretary of State of the State of Delaware and (b) the filing of a Notice with the California Commissioner of Corporations pursuant to Section 25102(f) of the California Corporations Code and/or such other filings as may be required under other applicable blue sky laws, which filings, if required, will be accomplished in a timely manner prior to or promptly upon completion of the Closing, as applicable.

3.

2.11 OFFERING. Subject to the accuracy of the representations set forth in
Section 3 hereof, the offer, sale and issuance of the Preferred pursuant to this Agreement and the issuance of the Common Stock to be issued upon conversion of the Preferred constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

2.12 CERTAIN TRANSACTIONS. Since its date of incorporation, the Company has not (a) discharged or satisfied any obligation or liability other than as authorized by its Board of Directors, or in the ordinary course of business or in amounts less than $100,000 in the aggregate, (b) declared or made any payment or distribution to its shareholders or redeemed or purchased any of its shares of capital stock or securities, (c) mortgaged or subjected to encumbrances any of its assets, (d) sold, transferred or leased to third parties any of its assets except in the ordinary course of business, (e) canceled or compromised any material debt or any claim or waived or released any right of material value, suffered any physical damage or destruction or loss materially and adversely affecting its properties, operations or business, (f) made any loans or advances to any persons other than immaterial amounts (both individually and in the aggregate) in the ordinary course of business or (g) entered into any material transaction other than as approved by its Board of Directors or in the ordinary course of business or agreed to any of the foregoing other than with respect to transactions relating to this Agreement.

2.13 INTELLECTUAL PROPERTY. To the best of its knowledge (but without having conducted any special investigation or patent search), the Company has or will be able to license on commercially reasonable terms sufficient legal rights to all patents, copyrights, trade secrets, information, proprietary rights and processes (collectively "Proprietary Information") necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. Except for agreements with its own officers, employees and consultants substantially in the forms referenced in
Section 2.14 below, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or infringed or that the Company would, by conducting its business as proposed, violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of and consultants to the Company, nor the conduct of the Company's business as now conducted or as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

4.

2.14 EMPLOYEE AND CONSULTANT AGREEMENTS. All employees and consultants of the Company have entered into proprietary information and inventions agreements, substantially in the Company's standard forms and, to the best of the Company's knowledge, none of the Company's current or former employees or consultants is in violation of such agreements.

2.15 DISCLOSURE. None of the representations or warranties made by the Company in this Agreement and no information in the Exhibits hereto contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.

2.16 BROKERS OR FINDERS. The Company has not entered into any agreement or arrangement giving rise to any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreements.

2.17 NO DIVIDENDS. The Company has not made any declaration, setting aside for payment or other distribution in respect of any of the Company's capital stock or any direct or indirect redemption, repurchase or other acquisition of any of such stock.

2.18 CONTRACTS. Except as listed on Exhibit C, the Company is not party to any contract or agreement (i) with expected receipts or expenditures in excess of $10,000, (ii) involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights, or other proprietary information applicable to the business of the Company, (iii) with provisions restricting or affecting the development, manufacture, or distribution of the Company's products or services, or (iv) that provides indemnification by the Company with respect to infringements of proprietary rights.

2.19 EMPLOYEE COMPENSATION PLANS. Except as listed on Exhibit C, the Company is not party to or bound by any currently effective employment contracts, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements, or other employee compensation agreements. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company.

2.20 RELATED-PARTY TRANSACTIONS. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may have business relationships with or may compete with the Company.

2.21 MANUFACTURING AND MARKETING RIGHTS. The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person,

5.

corporation, partnership or other entity, and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products, and has not licensed or sold any of its technology or proprietary information to any person, corporation, partnership or other entity.

2.22 CORPORATE DOCUMENTS. The Company has furnished the Investor with copies of the Certificate of Incorporation and Bylaws as currently in effect. Said copies are true, correct, and complete and contain all amendments through the Closing Date.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

Investor hereby represents and warrants to the Company as follows:

3.1 AUTHORIZATION. The Agreements constitute valid and legally binding obligations of Investor, enforceable in accordance with their terms except as the enforceability thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Investor is authorized and has full right and power to purchase the Preferred, and the person signing the Agreements and any other instrument executed and delivered hereby on behalf of such entity has been duly authorized by such entity and has full power and authority to do so.

3.2 EXPERIENCE. The Investor has, from time to time, evaluated investments in new, high technology companies and has, either individually or through the personal experience of one or more of its current officers or partners, experience in evaluating and investing in new, high technology companies. The Investor has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Preferred and it is able to protect its own interests in connection with this transaction.

3.3 INVESTMENT. The Investor is acquiring the Preferred (and any Common Stock issuable upon conversion of the Preferred) for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Investor understands that the Preferred (and any Common Stock issuable upon conversion of the Preferred) to be purchased has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

3.4 RULE 144. The Investor acknowledges that the Preferred must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the

6.

securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. The Investor is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plan to satisfy these conditions in the foreseeable future.

3.5 ABILITY TO BEAR ECONOMIC RISK. The Investor understands that investment in the Preferred involves a high degree of risk, and represents that it is able, without impairing its financial condition, to hold the Preferred for an indefinite period of time and to suffer a complete loss on its investment.

3.6 NO PUBLIC MARKET. The Investor understands that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public market will ever exist for the Preferred.

3.7 ACCESS TO DATA. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management. The Investor understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which the Company believes to be material.

3.8 ACCREDITED INVESTOR STATUS. Investor is an "accredited investor" as that term is defined in Regulation D, Rule 501 by reason of being a corporation, not formed for the specific purpose of acquiring the securities being purchased hereunder, with total assets in excess of US $5,000,000.

SECTION 4 CONDITIONS TO CLOSING OF INVESTOR

Investor's obligation to purchase the Preferred at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.

4.3 NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in the Company's financial condition, affairs or prospects between the date of this Agreement and the Closing Date, if different.

7.

4.4 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

4.5 BOARD OF DIRECTORS. The Board of Directors of the Company immediately following the Closing will consist of Pehong Chen, David L. Anderson and Yogen K. Dalal.

4.6 COMPLIANCE CERTIFICATE. The Company shall have delivered on the Closing Date a certificate signed by an officer of the Company certifying that the conditions specified in Sections 4.1 through 4.4 have been fulfilled.

4.7 OPINION OF COUNSEL. The Investor shall have received from Cooley Godward, counsel for the Company, an opinion in substantially the form of Exhibit E attached to this Agreement.

4.8 INVESTORS' RIGHTS AGREEMENT. The Company and Investor shall have entered into the Investors' Rights Agreement.

4.9 CERTIFICATE OF DESIGNATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 5 CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to issue and sell the Preferred at the Closing is subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Investor on or prior to the Closing Date shall have been performed or complied with in all respects.

5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

5.4 INVESTORS' RIGHTS AGREEMENT. The Company and Investor shall have entered into the Investors' Rights Agreement.

8.

SECTION 6 AFFIRMATIVE COVENANTS OF THE INVESTOR

6.1 COVENANT NOT TO TRANSFER. Investor hereby agrees not to transfer the Preferred (and any Common Stock into which the Preferred may be converted) except upon the conditions set forth in the Section 1.1 of the Investors' Rights Agreement.

SECTION 7

AFFIRMATIVE COVENANTS OF THE COMPANY

7.1 FINANCIAL INFORMATION. The Company will furnish the following reports to Investor for so long as Investor is a holder of (or is entitled to receive upon conversion) Registrable Securities (as defined in the Investors' Rights Agreement, hereinafter referred to as the "Registrable Securities" for purposes of this Section 7) equalling not less than 1 percent of the Company's then outstanding shares (calculated on an as-converted basis).

(a) As soon as practicable after the end of each fiscal year, and in any event within 90 days thereafter, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and audited consolidated statements of income, shareholders' equity and cash flow of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by independent public accountants of recognized national standing selected by the Company;

(b) As soon as practicable after the end of every quarter in each fiscal year of the Company and in any event within 30 days thereafter, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flow of the Company and its subsidiaries for such period and for the current fiscal year to date prepared in accordance with generally accepted accounting principles (other than for accompanying notes), all in reasonable detail and signed, subject to changes resulting from year-end audit adjustments, by the principal financial or accounting officer of the Company;

(c) Contemporaneously with delivery to the holders of Common Stock, a copy of each report of the Company delivered to holders of Common Stock.

7.2 ASSIGNMENT OF RIGHTS TO FINANCIAL INFORMATION. The rights granted pursuant to Section 7.1 may be assigned or otherwise conveyed by the Investor (or by any permitted transferee of any such rights) only in connection with the transfer to a single transferee of Registrable Securities equalling not less than 1 percent of the Company's then outstanding shares (calculated on an as- converted basis) (including, for such purposes transfers by affiliates of a transferror) or upon the written consent of the Company which consent shall not be unreasonably withheld.

9.

7.3 COMPANY STRATEGY BRIEFINGS. The Company will conduct semi-annual reviews of Company strategy with Investor, which shall include the presentation of information with respect to the Company's operating budget, at the offices of the Company at times mutually agreeable to the Company and the Investor.

7.4 TERMINATION OF COVENANTS. The covenants set forth in Sections 7.1, 7.2 and 7.3 shall terminate and be of no further force or effect after the earlier of (a) the date upon which a registration statement filed by the Company under the Securities Act in connection with the firm commitment underwritten public offering of its securities first becomes effective, or (b) the date when none of the Preferred is outstanding.

SECTION 8 MISCELLANEOUS

8.1 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California.

8.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Investor and the closing of the transactions contemplated hereby. All statements as to factual matters contained in this Agreement or in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be made as of the date of this Agreement, and not necessarily as of some later date.

8.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of Investor to purchase the Preferred shall not be assignable without the consent of the Company.

8.4 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

8.5 RIGHTS OF INVESTOR. Each holder of the Preferred (and Common Stock issued upon conversion of the Preferred) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have by reason of this Agreement or ownership of any Preferred, including without limitation the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement affecting any such modification, and such holder shall not incur any liability to any other holder or holders of Preferred with respect to exercising or refraining from exercising any such right or rights.

8.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid,

10.

or otherwise delivered by hand or by messenger, addressed (a) if to the Investor, to Investors' addresses set forth on the signature page hereof or at such other address as shall have been furnished to the Company in writing by Investor or (b) if to the Company, to the address of its principal executive office and addressed to the attention of the Corporate Secretary, or at such other address or addresses as the Company shall have furnished in writing to the Investor. All notices and other communications mailed pursuant to the provisions of this Section 8.6 shall be deemed delivered when mailed.

8.7 EXPENSES. Each party to this Agreement shall bear its own expenses and legal fees incurred by it with respect to this Agreement and all related transactions and agreements.

8.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

8.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

8.10 CALIFORNIA CORPORATE SECURITIES LAW. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of corporations of the state of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification, if required by law, is unlawful. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, if required by law.

8.11 APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Investor or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which

11.

such securities have been converted or exchanged), each future holder of any or all such securities and the Company.

The foregoing Agreement is hereby executed as of the date first above written.

BROADVISION, INC.

By:       /s/ Pehong Chen
   --------------------------------
         PEHONG CHEN
         President

Address: 3 Lagoon Drive, Suite 350
Redwood City, CA 94065

INVESTOR

ITOCHU CORPORATION

By:      /s/ Bunei Yoshizumi
   --------------------------------

Address: 5-1, Kita-Aoyama, 2-Chome
         Minato-Ku, Tokyo 107-77
         Japan

12.

                                             SERIES B
                                         PREFERRED SHARES        PRICE

Itochu Corporation                           800,000         $1,000,000.00

BROADVISION, INC.

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

NOVEMBER 7, 1994

TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1     AUTHORIZATION AND SALE OF THE SERIES B PREFERRED STOCK........  1
     1.1      Authorization.................................................  1
     1.2      Sale of Preferred.............................................  1
     1.3      Closing Date..................................................  1
     1.4      Delivery......................................................  1

SECTION 2     REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................  1
     2.1      Organization and Standing.  ..................................  1
     2.2      Authorization.................................................  1

SECTION 3     REPRESENTATIONS AND WARRANTIES OF THE INVESTORS...............  2
     3.1      Authorization.................................................  2
     3.2      Experience....................................................  2
     3.3      Investment....................................................  2
     3.4      Rule 144......................................................  2
     3.5      Accredited Investors..........................................  3
     3.6      No Public Market..............................................  3
     3.7      Access to Data................................................  3

SECTION 4     CONDITIONS TO CLOSING OF INVESTORS............................  3
     4.1      Representations and Warranties................................  3
     4.2      Covenants.....................................................  3
     4.3      Blue Sky......................................................  3

SECTION 5     CONDITIONS TO CLOSING OF COMPANY..............................  4
     5.1      Representations and Warranties................................  4
     5.2      Covenants. ...................................................  4
     5.3      Blue Sky......................................................  4

SECTION 6     MISCELLANEOUS.................................................  4
     6.1      Governing Law.................................................  4
     6.2      Survival......................................................  4
     6.3      Successors and Assigns........................................  4
     6.4      Entire Agreement..............................................  4
     6.5      Rights of Investors...........................................  4
     6.6      Notices, etc..................................................  5
     6.7      Expenses......................................................  5
     6.8      Counterparts..................................................  5
     6.9      Severability..................................................  5
     6.10     California Corporate Securities Law...........................  5
     6.11     Approval of Amendments and Waivers............................  5


                                          i.

EXHIBITS
     A  -  Schedule of Investors
     B  -  Certificate of Designation of Preferences of Series B Preferred


                                         ii.

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of November 7, 1994 between BROADVISION, INC., a Delaware corporation (the "Company") and the investors as set forth in Exhibit A hereto ("Investors").

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES B PREFERRED STOCK

1.1 AUTHORIZATION. The Company has authorized the issuance and sale of 533,333 shares of its Series B Preferred Stock (the "Preferred") having the rights, preferences, privileges and restrictions set forth in the Certificate of Designation of Preferences of Series B Preferred Stock in the form attached to this Agreement as Exhibit B (the "Certificate").

1.2 SALE OF PREFERRED. Subject to the terms and conditions hereof, each Investor severally agrees to purchase and the Company agrees to sell and issue to each Investor the number of shares of Preferred set forth opposite such Investor's name on Exhibit A at a price of $1.25 per share.

1.3 CLOSING DATE. The closing of the purchase and sale of the Preferred hereunder (the "Closing") shall be held at the principal office of BroadVision Inc., 3 Lagoon Drive, Suite 350, Redwood City, California 4065-1561, on the date of this Agreement or at such other time and place upon which the Company and the Investors shall agree (the date of the Closing is hereinafter referred to as the "Closing Date").

1.4 DELIVERY. At the Closing the Company will deliver to each Investor a certificate representing the shares of Preferred that such Investor is purchasing against payment of the purchase price therefor by wire transfer or by check payable to the order of the Company.

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Investor as follows:

2.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is presently required.

2.2 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company, the authorization, sale, issuance and delivery of the Preferred (and the Common Stock issuable upon conversion of the Preferred) and the performance of the Company's obligations under this Agreement has been taken or will be taken

prior to the Closing. This Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles, and limitations upon rights to indemnity. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable. The Preferred is not subject to any preemptive rights or rights of first refusal.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby severally, for itself, and not jointly represents and warrants to the Company as follows:

3.1 AUTHORIZATION. The Agreements constitute valid and legally binding obligations of such Investor, enforceable in accordance with their terms except as the enforceability thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such Investor is authorized and has full right and power to purchase the Preferred, and the person signing the Agreements and any other instrument executed and delivered hereby on behalf of such entity has been duly authorized by such entity and has full power and authority to do so.
3.2 EXPERIENCE. The Investor has, from time to time, evaluated investments in new, high technology companies and has, either individually or through the personal experience of one or more of its current officers or partners, experience in evaluating and investing in new, high technology companies. The Investor has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Preferred and it is able to protect its own interests in connection with this transaction.

3.3 INVESTMENT. The Investor is acquiring the Preferred (and any Common Stock issuable upon conversion of the Preferred) for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Investor understands that the Preferred (and any Common Stock issuable upon conversion of the Preferred) to be purchased has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

3.4 RULE 144. The Investor acknowledges that the Preferred must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public

2.

market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. The Investor is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plan to satisfy these conditions in the foreseeable future.

3.5 ACCREDITED INVESTORS. The Investor is an "accredited investor" pursuant to Rule 501, Regulation D, promulgated by the Securities Exchange on March 8, 1982.

3.6 NO PUBLIC MARKET. The Investor understands that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public market will ever exist for the Preferred.

3.7 ACCESS TO DATA. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management. The Investor understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which the Company believes to be material.

SECTION 4 CONDITIONS TO CLOSING OF INVESTORS

Each Investor's obligation to purchase the Preferred at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.

4.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

SECTION 5 CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to issue and sell the Preferred at the Closing is subject to the fulfillment of the following conditions:

3.

5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investors contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Investors on or prior to the Closing Date shall have been performed or complied with in all respects.

5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

SECTION 6 MISCELLANEOUS

6.1 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California.

6.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Investors and the closing of the transactions contemplated hereby. All statements as to factual matters contained in this Agreement or in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be made as of the date of this Agreement, and not necessarily as of some later date.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of Investors to purchase the Preferred shall not be assignable without the consent of the Company.

6.4 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.5 RIGHTS OF INVESTORS. Each holder of the Preferred (and Common Stock issued upon conversion of the Preferred) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have by reason of this Agreement or ownership of any Preferred, including without limitation the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement affecting any such modification, and such holder shall not incur any liability to any other holder or holders of Preferred with respect to exercising or refraining from exercising any such right or rights.

4.

6.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the Investors, to Investors' addresses set forth on the signature page hereof or at such other address as shall have been furnished to the Company in writing by such Investors or (b) if to the Company, to the address of its principal executive office and addressed to the attention of the Corporate Secretary, or at such other address or addresses as the Company shall have furnished in writing to the Investors. All notices and other communications mailed pursuant to the provisions of this Section 6.6 shall be deemed delivered when mailed.

6.7 EXPENSES. Each party to this Agreement shall bear its own expenses and legal fees incurred by it with respect to this Agreement and all related transactions and agreements.

6.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

6.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

6.10 CALIFORNIA CORPORATE SECURITIES LAW. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of corporations of the state of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification, if required by law, is unlawful. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, if required by law.

6.11 APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Investors or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company.

5.

The foregoing Agreement is hereby executed as of the date first above written.

BROADVISION, INC.

By:         /s/ Pehong Chen
   -------------------------------------
              PEHONG CHEN
              President

Address:      3 Lagoon Drive, Suite 350
              Redwood City, CA  94065-1561

INVESTORS

STANFORD UNIVERSITY

By:         /s/ Carol Gilmer
   -------------------------------------
              CAROL GILMER

Address:      Stanford Management Company
              2770 Sand Hill Road
              Menlo Park, CA  94025

GC&H INVESTMENTS,
A CALIFORNIA GENERAL PARTNERSHIP

By:        /s/  John L. Cardoza
   -------------------------------------
              JOHN L. CARDOZA,
              EXECUTIVE PARTNER

Address:      One Maritime Plaza, 20th Floor
              San Francisco, CA  94111-3580


                                          6.

          /s/ Koh Boon Hwee
- ----------------------------------------
KOH BOON HWEE

Address:      c/o Wuthlem Holdings, Ltd.
              177 River Valley Road, #05-01
              Liang Court Complex
              Singapore 0617


        /s/ Ikuo Minakata
- ----------------------------------------

IKUO MINAKATA

Address:      Info Systems Lab.
              1006, Kadoma, Kadoma-Shi
              Osaka, 571 Japan


          /s/ Andy Chase
- ----------------------------------------
ANDY CHASE

Address:      3000 San Hill Road, 3-190
              Menlo Park, CA  94025

THE SIEBEL TRUST

By:      /s/  Tom Siebel
   -------------------------------------
     Tom Siebel

Address:      2909 Woodside Road
              Woodside, CA  94062


                                          7.

        /s/  Elserino Piol
- ----------------------------------------
ELSERINO PIOL

Address:      c/o Ms. Alexandra Giurgiu
              Managing Director
              Olivetti Management Inc.
              70 E. 55th Street
              New York, NY  10022

MAYFIELD VII

By       /s/   Yogen K. Dalal
  --------------------------------------

Address:      2800 Sand Hill Road
              Menlo Park, CA  94025

SUTTER HILL VENTURES,
A CALIFORNIA LIMITED PARTNERSHIP

By       /s/  David L. Anderson
  --------------------------------------

Address:      755 Page Mill Road
              Suite A-200
              Palo Alto, CA  94304

TOW PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP

By        /s/  Paul M. Wythes
  --------------------------------------

Address:      755 Page Mill Road
              Suite A-200
              Palo Alto, CA  94304

8.

ANVEST, L.P.

By        /s/  David L. Anderson
    ------------------------------------

Address:      755 Page Mill Road
              Suite A-200
              Palo Alto, CA  94304

SAUNDERS HOLDINGS, L.P.

By       /s/  G. Leonard Baker
    ------------------------------------

Address:      755 Page Mill Road
              Suite A-200
              Palo Alto, CA  94304


     /s/  William H. Younger, Jr.
- ----------------------------------------
WILLIAM H. YOUNGER, JR.

Address:      755 Page Mill Road
              Suite A-200
              Palo Alto, CA  94304


           /s/  Tench Coxe
- ----------------------------------------
TENCH COXE

Address:      755 Page Mill Road
              Suite A-200
              Palo Alto, CA  94304


       /s/  Ronald L. Perkins
- ----------------------------------------
RONALD L. PERKINS

Address:      755 Page Mill Road
              Suite A-200
              Palo Alto, CA  94304


                                          9.

GENSTAR INVESTMENT CORPORATION

By       /s/  Richard D. Paterson
    ------------------------------------

Address:      Metro Tower, Suite 1170
              Foster City, CA  94404
              Attn:  R.D. Paterson

WELLS FARGO BANK, TRUSTEE
SHV M/P/T FBO G. LEONARD BAKER, JR.

By     /s/  Christopher M. Peterson
    ------------------------------------

Address:      P.O. Box 63050 MAC 0188-161
              San Francisco, CA  94163
              Attn:  Vicki Bandel

WELLS FARGO BANK, TRUSTEE
SHV M/P/T FBO DAVID L. ANDERSON

By      /s/  Christopher M. Peterson
    ------------------------------------

Address:      P.O. Box 63050 MAC 0188-161
              San Francisco, CA  94163
              Attn:  Vicki Bandel

WELLS FARGO BANK, TRUSTEE
SHV M/P/T FBO TENCH COXE

By     /s/  Christopher M. Peterson
    ------------------------------------

Address:      P.O. Box 63050 MAC 0188-161
              San Francisco, CA  94163
              Attn:  Vicki Bandel

10.

MAYFIELD ASSOCIATES FUND II

By         /s/  Yogen K. Dalal
  --------------------------------------

Address:      2800 Sand Hill Road
              Suite 250
              Menlo Park, CA  94025
              Attn: Deborah Kranz

11.

                                                        Series B
                                                       Preferred
                                                          Shares        Price
                                                       ---------        -----

Stanford University                                       11,564     $14,455.00
GC&H Investments, a California general partnership         6,075       7,593.75
Koh Boon Hwee                                              6,608       8,260.00
Ikuo Minakata                                                826       1,032.00
Andy Chase                                                 3,304       4,130.00
The Siebel Trust                                           3,304       4,130.00
Elserino Piol                                              1,652       2,065.00
Mayfield VII                                             237,500     296,875.00
Mayfield Associates Fund II                               12,500      15,625.00
Sutter Hill Ventures, a California limited partnership   183,823     229,778.75
Tow Partners, a California limited partnership            15,702      19,627.50
Anvest, L.P.                                               1,653       2,066.25
Saunders Holdings, L.P.                                    8,265      10,331.25
William H. Younger, Jr.                                    8,265      10,331.25
Tench Coxe                                                 2,066       2,582.50
Ronald L. Perkins                                          1,770       2,212.50
Genstar Investment Corporation                             4,902       6,127.50
Wells Fargo Bank, Trustee SHV M/P/T FBO G.
Leonard Baker, Jr.                                         7,438       9,297.50
Wells Fargo Bank, Trustee SHV M/P/T FBO
David L. Anderson                                         14,050      17,562.50
Wells Fargo Bank, Trustee SHV M/P/T FBO                    2,066       2,582.50
Tench Coxe
                                                         533,333     666,666.25

BROADVISION, INC.

MAY 26, 1995

TABLE OF CONTENTS

                                                                            PAGE

SECTION 1    AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK. . . . .   1

      1.1    Authorization . . . . . . . . . . . . . . . . . . . . . . . . .   1
      1.2    Sale of Preferred . . . . . . . . . . . . . . . . . . . . . . .   1
      1.3    Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . .   1
      1.4    Subsequent Sale of Series C Preferred Stock . . . . . . . . . .   1
      1.5    Delivery. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

SECTION 2    REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . .   2

      2.1    Organization and Standing.  . . . . . . . . . . . . . . . . . .   2
      2.2    Corporate Power . . . . . . . . . . . . . . . . . . . . . . . .   2
      2.3    Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . .   2
      2.4    Capitalization. . . . . . . . . . . . . . . . . . . . . . . . .   2
      2.5    Authorization . . . . . . . . . . . . . . . . . . . . . . . . .   3
      2.6    Material Liabilities. . . . . . . . . . . . . . . . . . . . . .   3
      2.7    Compliance with Other Instruments, etc. . . . . . . . . . . . .   3
      2.8    Litigation, etc . . . . . . . . . . . . . . . . . . . . . . . .   3
      2.9    Registration Rights . . . . . . . . . . . . . . . . . . . . . .   4
      2.10   Governmental Consent, etc.. . . . . . . . . . . . . . . . . . .   4
      2.11   Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
      2.12   Certain Transactions. . . . . . . . . . . . . . . . . . . . . .   4
      2.13   Intellectual Property . . . . . . . . . . . . . . . . . . . . .   4
      2.14   Employee and Consultant Agreements. . . . . . . . . . . . . . .   5
      2.15   Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
      2.16   Brokers or Finders. . . . . . . . . . . . . . . . . . . . . . .   5
      2.17   No Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .   5
      2.18   Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
      2.19   Employee Compensation Plans . . . . . . . . . . . . . . . . . .   6
      2.20   Related-Party Transactions. . . . . . . . . . . . . . . . . . .   6
      2.21   Manufacturing and Marketing Rights. . . . . . . . . . . . . . .   6
      2.22   Corporate Documents . . . . . . . . . . . . . . . . . . . . . .   6

SECTION 3    REPRESENTATIONS AND WARRANTIES OF THE INVESTORS . . . . . . . .   6

      3.1    Authorization . . . . . . . . . . . . . . . . . . . . . . . . .   6
      3.2    Experience. . . . . . . . . . . . . . . . . . . . . . . . . . .   7
      3.3    Investment. . . . . . . . . . . . . . . . . . . . . . . . . . .   7
      3.4    Rule 144. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
      3.5    Accredited Investors. . . . . . . . . . . . . . . . . . . . . .   7
      3.6    No Public Market. . . . . . . . . . . . . . . . . . . . . . . .   7


                                        i.

TABLE OF CONTENTS
(CONTINUED)

                                                                            PAGE

      3.7    Access to Data. . . . . . . . . . . . . . . . . . . . . . . . .   7
      3.8    Residence . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

SECTION 4    CONDITIONS TO CLOSING OF INVESTORS. . . . . . . . . . . . . . .   8

      4.1    Representations and Warranties. . . . . . . . . . . . . . . . .   8
      4.2    Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
      4.3    No Material Adverse Change. . . . . . . . . . . . . . . . . . .   8
      4.4    Blue Sky. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
      4.5    Board of Directors. . . . . . . . . . . . . . . . . . . . . . .   8
      4.6    Compliance Certificate. . . . . . . . . . . . . . . . . . . . .   8
      4.7    Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . .   8
      4.8    Investors' Rights Agreement . . . . . . . . . . . . . . . . . .   8
      4.9    Amended and Restated Certificate of Incorporation . . . . . . .   8

SECTION 5    CONDITIONS TO CLOSING OF COMPANY. . . . . . . . . . . . . . . .   9

      5.1    Representations and Warranties. . . . . . . . . . . . . . . . .   9
      5.2    Covenants.  . . . . . . . . . . . . . . . . . . . . . . . . . .   9
      5.3    Blue Sky. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
      5.4    Investors' Rights Agreement . . . . . . . . . . . . . . . . . .   9
      5.5    Amended and Restated Certificate of Incorporation . . . . . . .   9

SECTION 6    MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .   9

      6.1    Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .   9
      6.2    Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
      6.3    Successors and Assigns. . . . . . . . . . . . . . . . . . . . .   9
      6.4    Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . .  10
      6.5    Rights of Investors . . . . . . . . . . . . . . . . . . . . . .  10
      6.6    Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . .  10
      6.7    Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
      6.8    Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .  10
      6.9    Severability. . . . . . . . . . . . . . . . . . . . . . . . . .  10
      6.10   California Corporate Securities Law . . . . . . . . . . . . . .  10
      6.11   Approval of Amendments and Waivers. . . . . . . . . . . . . . .  11


                                       ii.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of May 26, 1995 between BROADVISION, INC., a Delaware corporation (the "Company") and the investors as set forth in Exhibit A hereto ("Investors").

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK

1.1 AUTHORIZATION. The Company has authorized the issuance and sale of up to four million (4,000,000) shares of its Series C Preferred Stock (the "Preferred") having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation in the form attached to this Agreement as Exhibit B (the "Certificate").

1.2 SALE OF PREFERRED. Subject to the terms and conditions hereof, each Investor severally agrees to purchase and the Company agrees to sell and issue to each Investor the number of shares of Preferred set forth opposite such Investor's name on Exhibit A at a price of two dollars ($2.00) per share.

1.3 CLOSING DATE. The first closing of the purchase and sale of the Preferred hereunder (the "First Closing") shall be held at the law offices of Cooley Godward Castro Huddleson & Tatum ("Cooley Godward"), One Maritime Plaza, 20th Floor, San Francisco, CA 94111. The First Closing shall be held on the date of this Agreement or at such other time and place upon which the Company and the Investors shall agree (the date of the First Closing is hereinafter referred to as the "First Closing Date").

1.4 SUBSEQUENT SALE OF SERIES C PREFERRED STOCK. The second closing (the "Second Closing") shall be held on June 7, 1995 or at such other time and place upon which the Company and the Investors shall agree (the date of the Second Closing is hereinafter referred to as the "Second Closing Date"). If less than four million (4,000,000) shares of Preferred are sold at the First Closing and Second Closing, then, subject to the terms and conditions of this Agreement, the Company may sell, on or before August 8, 1995, up to the balance between four million (4,000,000) shares of Preferred and the number of shares sold at the First Closing and Second Closing to such persons as the Company may determine at the same price per share as the Preferred purchased and sold at the First Closing and Second Closing. Any sale pursuant to this Section 1.4 shall be upon the same terms and conditions as those contained herein (provided that the Schedule of Exceptions may be adjusted to reflect subsequent events), and such persons or entities shall become parties to this Agreement and Investors' Rights Agreement (as defined in Section 2.2) by the execution of a copy of such agreements and each such person or entity shall have the rights and obligations of a Purchaser hereunder and thereunder. The term "Closing" shall apply to the First Closing, the Second Closing and each subsequent closing pursuant to this
Section 1.4 unless otherwise specified, and the term "Closing Date" shall apply

to the First Closing Date, the Second Closing Date and each subsequent closing date pursuant to this Section 1.4 unless otherwise specified.

1.5 DELIVERY. At the Closing the Company will deliver to each Investor a certificate representing the shares of Preferred that such Investor is purchasing against payment of the purchase price therefor by wire transfer or by check payable to the order of the Company.

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Schedule of Exceptions attached hereto as Exhibit C, the Company hereby represents and warrants to each Investor as follows:

2.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is presently required.

2.2 CORPORATE POWER. The Company will have at the Closing Date all requisite legal and corporate power to execute and deliver this Agreement and the Amended and Restated Investors' Rights Agreement substantially in the form attached hereto as Exhibit D (the "Investors' Rights Agreement") (the Agreement and the Investors' Rights Agreement are hereinafter collectively referred to as the "Agreements"), to sell and issue the Preferred under this Agreement, to issue the Common Stock issuable upon conversion of the Preferred and to carry out and perform its obligations under the terms of the Agreements, including all exhibits and schedules hereto and thereto.

2.3 SUBSIDIARIES. The Company does not own or control, directly or indirectly, any other corporation, association or business entity.

2.4 CAPITALIZATION. The authorized capital stock of the Company consists, or immediately prior to the Closing will consist, of: twenty-two million (22,000,000) shares of Common Stock, of which six million thirty-two thousand eight hundred (6,032,800) are issued and outstanding; and ten million (10,000,000) shares of Preferred Stock, of which four million three hundred thousand (4,300,000) are designated "Series A Preferred Stock" (of which four million two hundred sixty-six thousand six hundred sixty-seven (4,266,667) are issued and outstanding); one million four hundred thousand (1,400,000) are designated "Series B Preferred Stock" (of which one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) are issued and outstanding); and four million (4,000,000) are designated "Series C Preferred Stock" (of which one million seven hundred fifty thousand (1,750,000) will be issued and outstanding immediately after the First Closing). All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The Preferred has the rights, preferences, privileges and restrictions set forth in the Certificate.

2.

Except (i) for the conversion privileges of the Preferred specified in the Certificate, (ii) as set forth in the Investors' Rights Agreement, and (iii) the arrangements with respect to employee stock set forth in Exhibit C, there are no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company. All outstanding securities of the Company were issued in compliance with the registration or qualification provisions of all applicable U.S.federal and state securities laws.

2.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Preferred (and the Common Stock issuable upon conversion of the Preferred) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles, and limitations upon rights to indemnity. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements and under applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements, the right of first refusal provided in the Company's Bylaws, and applicable federal and state securities laws. The Preferred is not subject to any preemptive rights or rights of first refusal.

2.6 MATERIAL LIABILITIES. The Company has no material indebtedness or liabilities, absolute or contingent (individually or in the aggregate), except
(1) with respect to services rendered by its employees or consultants; (2) with respect to unpaid legal and other fees and costs incurred in connection with the ongoing business of the Company, and the issuance of the Preferred in connection with this Agreement; and (3) liabilities incurred in the ordinary course of business that do not exceed $50,000 in the aggregate.

2.7 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Company is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any term of the Certificate or Bylaws or any term or provision of any material mortgage, indenture, contract, agreement, instrument, judgment or decree to which it is a party or by which it is bound, and is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any order addressed specifically to the Company nor, to the best of the Company's knowledge, any order, statute, rule or regulation applicable to the Company.

2.8 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending or threatened against the Company before any court or governmental agency. To the best of the

3.

Company's knowledge, there is no judgment, decree, or order of any court in effect against the Company and the Company is not in default with respect to any order of any governmental authority to which the Company is a party or by which it is bound. There is no action, suit, proceeding, or investigation by the Company currently pending or which the Company presently intends to initiate.

2.9 REGISTRATION RIGHTS. Except as set forth in the Investors' Rights Agreement, the Company is not under any obligation to register (as defined in
Section 1.2 of the Investors' Rights Agreement) any of its presently outstanding securities or any of its securities that may hereafter be issued.

2.10 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreements, or the offer, sale or issuance of the Preferred (and the Common Stock issuable upon conversion of the Preferred) or the consummation of any other transaction contemplated thereby, except for (a) the filing of the Certificate in the Office of the Secretary of State of the State of Delaware and (b) the filing of a Notice with the California Commissioner of Corporations pursuant to Section 25102(f) of the California Corporations Code and/or such other filings as may be required under other applicable blue sky laws, which filings, if required, will be accomplished in a timely manner prior to or promptly upon completion of the Closing, as applicable.

2.11 OFFERING. Subject to the accuracy of the representations set forth in Section 3 hereof, the offer, sale and issuance of the Preferred pursuant to this Agreement and the issuance of the Common Stock to be issued upon conversion of the Preferred constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

2.12 CERTAIN TRANSACTIONS. Since its date of incorporation, the Company has not (a) discharged or satisfied any obligation or liability other than as authorized by its Board of Directors, or in the ordinary course of business or in amounts less than $100,000 in the aggregate, (b) declared or made any payment or distribution to its shareholders or redeemed or purchased any of its shares of capital stock or securities, (c) mortgaged or subjected to encumbrances any of its assets, (d) sold, transferred or leased to third parties any of its assets except in the ordinary course of business, (e) canceled or compromised any material debt or any claim or waived or released any right of material value, suffered any physical damage or destruction or loss materially and adversely affecting its properties, operations or business, (f) made any loans or advances to any persons other than immaterial amounts (both individually and in the aggregate) in the ordinary course of business or (g) entered into any material transaction other than as approved by its Board of Directors or in the ordinary course of business or agreed to any of the foregoing other than with respect to transactions relating to this Agreement.

2.13 INTELLECTUAL PROPERTY. To the best of its knowledge (but without having conducted any special investigation or patent search), the Company has or will be able to license

4.

on commercially reasonable terms sufficient legal rights to all patents, copyrights, trade secrets, information, proprietary rights and processes (collectively "Proprietary Information") necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. Except for agreements with its own officers and employees, substantially in the forms referenced in Section 2.14 below, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or infringed or that the Company would, by conducting its business as proposed, violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of and consultants to the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

2.14 EMPLOYEE AND CONSULTANT AGREEMENTS. All employees and consultants of the Company have entered into proprietary information and inventions agreements, substantially in the Company's standard forms and, to the best of the Company's knowledge, none of the Company's current or former employees or consultants is in violation of such agreements.

2.15 DISCLOSURE. To the best of the Company's knowledge after reasonable investigation, none of the representations or warranties made by the Company in this Agreement and no information in the Exhibits hereto contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.

2.16 BROKERS OR FINDERS. The Company has not entered into any agreement or arrangement giving rise to any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreements.

2.17 NO DIVIDENDS. The Company has not made any declaration, setting aside for payment or other distribution in respect of any of the Company's capital stock or any direct or indirect redemption, repurchase or other acquisition of any of such stock.

2.18 CONTRACTS. Except as listed on Exhibit C, the Company is not party to any contract or agreement (i) with expected receipts or expenditures in excess of $10,000, (ii) involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights, or other proprietary information applicable to the business of the Company, (iii) with provisions restricting or affecting the development, manufacture, or distribution of the

5.

Company's products or services, or (iv) that provides indemnification by the Company with respect to infringements of proprietary rights.

2.19 EMPLOYEE COMPENSATION PLANS. Except as listed on Exhibit C, the Company is not party to or bound by any currently effective employment contracts, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements, or other employee compensation agreements. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company.

2.20 RELATED-PARTY TRANSACTIONS. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company.

2.21 MANUFACTURING AND MARKETING RIGHTS. The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person, corporation, partnership or other entity, and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products, and has not licensed or sold any of its technology or proprietary information to any person, corporation, partnership or other entity.

2.22 CORPORATE DOCUMENTS. The Company has furnished the Investors with copies of the Certificate and Bylaws as currently in effect. Said copies are true, correct, and complete and contain all amendments through the Closing Date.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby severally, for itself, and not jointly represents and warrants to the Company as follows:

3.1 AUTHORIZATION. The Agreements constitute valid and legally binding obligations of such Investor, enforceable in accordance with their terms except as the enforceability thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such Investor is authorized and has full right and power to purchase the Preferred, and the person signing the Agreements and any other instrument executed and delivered hereby on behalf of such entity has been duly authorized by such entity and has full power and authority to do so.

6.

3.2 EXPERIENCE. The Investor has, from time to time, evaluated investments in new, high technology companies and has, either individually or through the personal experience of one or more of its current officers or partners, experience in evaluating and investing in new, high technology companies. The Investor has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Preferred and it is able to protect its own interests in connection with this transaction.

3.3 INVESTMENT. The Investor is acquiring the Preferred (and any Common Stock issuable upon conversion of the Preferred) for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Investor understands that the Preferred (and any Common Stock issuable upon conversion of the Preferred) to be purchased has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

3.4 RULE 144. The Investor acknowledges that the Preferred must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. The Investor is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plan to satisfy these conditions in the foreseeable future.

3.5 ACCREDITED INVESTORS. The Investor is an "accredited investor" pursuant to Rule 501, Regulation D, promulgated by the Securities Exchange on March 8, 1982, as described in Exhibit F hereto.

3.6 NO PUBLIC MARKET. The Investor understands that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public market will ever exist for the Preferred.

3.7 ACCESS TO DATA. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management. The Investor understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which the Company believes to be material.

3.8 RESIDENCE. If the Purchaser is an individual, then the purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office

7.

or offices of the Purchaser in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit A.

SECTION 4 CONDITIONS TO CLOSING OF INVESTORS

Each Investor's obligation to purchase the Preferred at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.

4.3 NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in the Company's financial condition, affairs or prospects between the date of this Agreement and the Closing Date, if different.

4.4 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

4.5 BOARD OF DIRECTORS. The Board of Directors of the Company immediately following the Closing will consist of Pehong Chen, David L. Anderson and Yogen K. Dalal.

4.6 COMPLIANCE CERTIFICATE. The Company shall have delivered on the Closing Date a certificate signed by an officer of the Company certifying that the conditions specified in Sections 4.1 through 4.4 have been fulfilled.

4.7 OPINION OF COUNSEL. The Investors shall have received from Cooley Godward, counsel for the Company, an opinion in substantially the form of Exhibit E attached to this Agreement.

4.8 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

4.9 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

8.

SECTION 5 CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to issue and sell the Preferred at the Closing is subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investors contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Investors on or prior to the Closing Date shall have been performed or complied with in all respects.

5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

5.4 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

5.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 6 MISCELLANEOUS

6.1 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California.

6.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Investors and the closing of the transactions contemplated hereby. All statements as to factual matters contained in this Agreement or in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be made as of the date of this Agreement, and not necessarily as of some later date.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of Investors to purchase the Preferred shall not be assignable without the consent of the Company.

9.

6.4 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.5 RIGHTS OF INVESTORS. Each holder of the Preferred (and Common Stock issued upon conversion of the Preferred) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have by reason of this Agreement or ownership of any Preferred, including without limitation the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement affecting any such modification, and such holder shall not incur any liability to any other holder or holders of Preferred with respect to exercising or refraining from exercising any such right or rights.

6.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the Investors, to Investors' addresses set forth on the signature page hereof or at such other address as shall have been furnished to the Company in writing by such Investors or (b) if to the Company, to the address of its principal executive office and addressed to the attention of the Corporate Secretary, or at such other address or addresses as the Company shall have furnished in writing to the Investors. All notices and other communications mailed pursuant to the provisions of this Section 8.6 shall be deemed delivered when mailed.

6.7 EXPENSES. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement. The Company shall, at the Closing, reimburse the reasonable fees of one (1) special counsel for the Purchasers, not to exceed ten thousand dollars ($10,000), and shall reimburse such special counsel for reasonable expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement.

6.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

6.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

6.10 CALIFORNIA CORPORATE SECURITIES LAW. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of corporations of the state of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification, if required by law, is unlawful. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, if required by law.

10.

6.11 APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Investors or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company.

11.

IN WITNESS WHEREOF, the foregoing Series C Preferred Stock Purchase Agreement is hereby executed as of the date first above written.

BROADVISION, INC.

By:      /s/ Pehong Chen
   -----------------------------
             PEHONG CHEN
             President

INVESTORS:

4C VENTURES, L.P.

By: 4C Associates, L.P.,
its General Partner

By: 4C Associates, Inc.,
its General Partner

By:       /s/  Jeanne M. Sullivan
   -------------------------------------
Name:   Jeanne M. Sullivan
   -------------------------------------
Title:  Managing Director
   -------------------------------------

ITOCHU INTERNATIONAL, INC.

By:       /s/  Yoichi Okuda
   -------------------------------------
Name:   Yoichi Okuda
   -------------------------------------
Title:
   -------------------------------------

SIGNATURE PAGE TO BROADVISION, INC.
SERIES C PEREFERRED STOCK PURCHASE AGREEMENT

MAYFIELD VII

By:        /s/ Yogen K. Dalal
   -------------------------------------
Name:   Yogen K. Dalal
   -------------------------------------
Title:  General Partner
   -------------------------------------

MAYFIELD ASSOCIATES FUND II

By:        /s/ Yogen K. Dalal
   -------------------------------------
Name:   Yogen K. Dalal
   -------------------------------------
Title:  General Partner
   -------------------------------------

SUTTER HILL VENTURES,
A CALIFORNIA LIMITED PARTNERSHIP

By:        /s/ David L. Anderson
   -------------------------------------
Name:   David L. Anderson
   -------------------------------------
Title:
   -------------------------------------

TOW PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP

By:        /s/ David L. Anderson
   -------------------------------------
Name:   David L. Anderson
   -------------------------------------
Title:  Under power of attorney
            for Paul M. Wythe
   -------------------------------------

SIGNATURE PAGE TO BROADVISION, INC.
SERIES C PEREFERRED STOCK PURCHASE AGREEMENT

     /s/  David L. Anderson
- -------------------------------------
DAVID L. ANDERSON

ANVEST, L.P.

By:        /s/ David L. Anderson
   -------------------------------------
Name:   David L. Anderson
   -------------------------------------
Title:  General Partner
   -------------------------------------

WILLIAM H. YOUNGER, JR., TRUSTEE OF
THE YOUNGER LIVING TRUST

By:        /s/ William H. Younger, Jr.
   -------------------------------------
Name:   William H. Younger
   -------------------------------------
Title:
   -------------------------------------


          /s/ Tench Coxe
- ----------------------------------------
TENCH COXE

      /s/ Ronald L. Perkins
- ----------------------------------------
RONALD L. PERKINS

SIGNATURE PAGE TO BROADVISION, INC.
SERIES C PEREFERRED STOCK PURCHASE AGREEMENT

 Series C
Preferred
  Shares               Price
----------             ------

4C Ventures, L.P.                                  750,000          $1,500,000
c/o MeesPierson Trust (Curacao) N.V.
6 John B. Gorsiraweg, PO Box 3889
Curacao, Netherlands Antilles

Itochu International, Inc.                         500,000          $1,000,000
335 Madison Avenue
New York, NY 10017

Mayfield VII                                       237,500            $475,000
2800 Sand Hill Road
Menlo Park, CA  94025

Mayfield Associates Fund II                         12,500            $ 25,000
2800 Sand Hill Road
Menlo Park, CA  94025

Sutter Hill Ventures,                              183,823            $367,646
a California Limited Partnership
755 Page Mill Road
Suite A-200
Palo Alto, CA  94304

Tow Partners,                                       15,702             $31,404
a California Limited Partnership
755 Page Mill Road
Suite A-200
Palo Alto, CA  94304

David L. Anderson                                   14,050             $28,100
755 Page Mill Road
Suite A-200
Palo Alto, CA  94304

Anvest, L.P.                                         1,653              $3,306
755 Page Mill Road
Suite A-200
Palo Alto, CA  94304

William H. Younger, Jr.,                             8,265             $16,530
Trustee of the Younger Living Trust
755 Page Mill Road
Suite A-200
Palo Alto, CA  94304

Tench Coxe                                           4,132              $8,264
755 Page Mill Road
Suite A-200
Palo Alto, CA  94304

Ronald L. Perkins                                    1,770              $3,540
755 Page Mill Road
Suite A-200
Palo Alto, CA  94304


                                              ____________        ____________
   TOTAL                                         1,729,395          $3,458,790

BROADVISION, INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

SECOND CLOSING
JUNE 9, 1995

TABLE OF CONTENTS

                                                                            PAGE

SECTION 1
          AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK . . . . . .   1
     1.1  Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.2  Sale of Preferred. . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.3  Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.4  Subsequent Sale of Series C Preferred Stock. . . . . . . . . . . .   1
     1.5  Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

SECTION 2
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . .   2
     2.1  Organization and Standing.   . . . . . . . . . . . . . . . . . . .   2
     2.2  Corporate Power. . . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.3  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.4  Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.5  Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     2.6  Material Liabilities . . . . . . . . . . . . . . . . . . . . . . .   3
     2.7  Compliance with Other Instruments, etc.. . . . . . . . . . . . . .   3
     2.8  Litigation, etc. . . . . . . . . . . . . . . . . . . . . . . . . .   3
     2.9  Registration Rights. . . . . . . . . . . . . . . . . . . . . . . .   4
     2.10 Governmental Consent, etc. . . . . . . . . . . . . . . . . . . . .   4
     2.11 Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     2.12 Certain Transactions . . . . . . . . . . . . . . . . . . . . . . .   4
     2.13 Intellectual Property. . . . . . . . . . . . . . . . . . . . . . .   4
     2.14 Employee and Consultant Agreements . . . . . . . . . . . . . . . .   5
     2.15 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     2.16 Brokers or Finders . . . . . . . . . . . . . . . . . . . . . . . .   5
     2.17 No Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     2.18 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     2.19 Employee Compensation Plans. . . . . . . . . . . . . . . . . . . .   6
     2.20 Related-Party Transactions . . . . . . . . . . . . . . . . . . . .   6
     2.21 Manufacturing and Marketing Rights . . . . . . . . . . . . . . . .   6
     2.22 Corporate Documents. . . . . . . . . . . . . . . . . . . . . . . .   6

SECTION 3
     REPRESENTATIONS AND WARRANTIES OF THE INVESTORS . . . . . . . . . . . .   6
     3.1  Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     3.2  Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     3.3  Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.4  Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.5  Accredited Investors . . . . . . . . . . . . . . . . . . . . . . .   7
     3.6  No Public Market . . . . . . . . . . . . . . . . . . . . . . . . .   7

                                       i.

TABLE OF CONTENTS
(CONTINUED)

                                                                            PAGE

     3.7  Access to Data . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.8  Residence. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

SECTION 4
     CONDITIONS TO CLOSING OF INVESTORS. . . . . . . . . . . . . . . . . . .   8
     4.1  Representations and Warranties . . . . . . . . . . . . . . . . . .   8
     4.2  Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     4.3  No Material Adverse Change . . . . . . . . . . . . . . . . . . . .   8
     4.4  Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     4.5  Board of Directors . . . . . . . . . . . . . . . . . . . . . . . .   8
     4.6  Compliance Certificate . . . . . . . . . . . . . . . . . . . . . .   8
     4.7  Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . .   8
     4.8  Investors' Rights Agreement. . . . . . . . . . . . . . . . . . . .   8
     4.9  Amended and Restated Certificate of Incorporation. . . . . . . . .   8

SECTION 5
     CONDITIONS TO CLOSING OF COMPANY. . . . . . . . . . . . . . . . . . . .   8
     5.1  Representations and Warranties . . . . . . . . . . . . . . . . . .   9
     5.2  Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     5.3  Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     5.4  Investors' Rights Agreement. . . . . . . . . . . . . . . . . . . .   9
     5.5  Amended and Restated Certificate of Incorporation. . . . . . . . .   9

SECTION 6
     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     6.1  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     6.2  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     6.3  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . .   9
     6.4  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . .   9
     6.5  Rights of Investors. . . . . . . . . . . . . . . . . . . . . . . .   9
     6.6  Notices, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.7  Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.8  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.9  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.10 California Corporate Securities Law. . . . . . . . . . . . . . . .  10
     6.11 Approval of Amendments and Waivers . . . . . . . . . . . . . . . .  10

                                       ii.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of June 9, 1995 between BROADVISION, INC., a Delaware corporation (the "Company") and the investors as set forth in Exhibit A hereto ("Investors").

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK

1.1 AUTHORIZATION. The Company has authorized the issuance and sale of up to four million (4,000,000) shares of its Series C Preferred Stock (the "Preferred") having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation in the form attached to this Agreement as Exhibit B (the "Certificate").

1.2 SALE OF PREFERRED. Subject to the terms and conditions hereof, each Investor severally agrees to purchase and the Company agrees to sell and issue to each Investor the number of shares of Preferred set forth opposite such Investor's name on Exhibit A at a price of two dollars ($2.00) per share.

1.3 CLOSING DATE. The second closing of the purchase and sale of the Preferred hereunder (the "Second Closing") shall be held at the law offices of Cooley Godward Castro Huddleson & Tatum ("Cooley Godward"), One Maritime Plaza, 20th Floor, San Francisco, CA 94111. The Second Closing shall be held on the date of this Agreement or at such other time and place upon which the Company and the Investors shall agree (the date of the Second Closing is hereinafter referred to as the "Second Closing Date"). The first closing hereunder, consisting of the purchase and sale of 1,729,395 shares of the Preferred (the "First Closing"),

1.4 SUBSEQUENT SALE OF SERIES C PREFERRED STOCK. If less than an aggregate of four million (4,000,000) shares of Preferred are sold at the First Closing and the Second Closing, then, subject to the terms and conditions of this Agreement, the Company may sell, on or before August 8, 1995, up to the balance between four million (4,000,000) shares of Preferred and the number of shares sold at the First Closing and the Second Closing to such persons as the Company may determine at the same price per share as the Preferred purchased at the First Closing and the Second Closing. Any sale pursuant to this Section 1.4 shall be upon the same terms and conditions as those contained herein (provided that the Schedule of Exceptions may be adjusted to reflect subsequent events), and such persons or entities shall become parties to this Agreement and Investors' Rights Agreement (as defined in Section 2.2) by the execution of a copy of such agreements and each such person or entity shall have the rights and obligations of a Purchaser hereunder and thereunder. The term "Closing" shall apply to the Second Closing and each subsequent closing pursuant to this Section 1.4 unless otherwise specified, and the term "Closing Date" shall apply to the Second Closing Date and each subsequent closing date pursuant to this Section 1.4 unless otherwise specified.

1.5 DELIVERY. At the Closing, the Company will deliver to each Investor a certificate representing the shares of Preferred that such Investor is purchasing against payment of the purchase price therefor by wire transfer or by check payable to the order of the Company.

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Schedule of Exceptions attached hereto as Exhibit C, the Company hereby represents and warrants to each Investor as follows:

2.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is presently required.

2.2 CORPORATE POWER. The Company will have at the Closing Date all requisite legal and corporate power to execute and deliver this Agreement and the Amended and Restated Investors' Rights Agreement substantially in the form attached hereto as Exhibit D (the "Investors' Rights Agreement") (the Agreement and the Investors' Rights Agreement are hereinafter collectively referred to as the "Agreements"), to sell and issue the Preferred under this Agreement, to issue the Common Stock issuable upon conversion of the Preferred and to carry out and perform its obligations under the terms of the Agreements, including all exhibits and schedules hereto and thereto.

2.3 SUBSIDIARIES. The Company does not own or control, directly or indirectly, any other corporation, association or business entity.

2.4 CAPITALIZATION. The authorized capital stock of the Company consists, or immediately prior to the Closing will consist, of: twenty-two million (22,000,000) shares of Common Stock, of which six million five hundred forty- four thousand (6,544,000) are issued and outstanding; and ten million (10,000,000) shares of Preferred Stock, of which four million three hundred thousand (4,300,000) are designated "Series A Preferred Stock" (of which four million two hundred sixty-six thousand six hundred sixty-seven (4,266,667) are issued and outstanding); one million four hundred thousand (1,400,000) are designated "Series B Preferred Stock" (of which one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) are issued and outstanding); and four million (4,000,000) are designated "Series C Preferred Stock" (of which one million seven hundred twenty-nine thousand three hundred ninety-five (1,729,395) are issued and outstanding immediately prior to the Second Closing). All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The Preferred has the rights, preferences, privileges and restrictions set forth in the Certificate. Except (i) for the conversion privileges of the Preferred specified in the Certificate, (ii) as set forth in the Investors' Rights Agreement, (iii) the arrangements with respect to employee stock set forth in Exhibit C and (iv) as otherwise set forth in Exhibit C, there are no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company. All outstanding securities of the Company were issued in

2.

compliance with the registration or qualification provisions of all applicable U.S. federal and state securities laws.

2.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Preferred (and the Common Stock issuable upon conversion of the Preferred) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles, and limitations upon rights to indemnity. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements and under applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements, the right of first refusal provided in the Company's Bylaws, and applicable federal and state securities laws. The Preferred is not subject to any preemptive rights or rights of first refusal.

2.6 MATERIAL LIABILITIES. The Company has no material indebtedness or liabilities, absolute or contingent (individually or in the aggregate), except
(1) with respect to services rendered by its employees or consultants; (2) with respect to unpaid legal and other fees and costs incurred in connection with the ongoing business of the Company, and the issuance of the Preferred in connection with this Agreement; and (3) liabilities incurred in the ordinary course of business that do not exceed $50,000 in the aggregate.

2.7 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Company is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any term of the Certificate or Bylaws or any term or provision of any material mortgage, indenture, contract, agreement, instrument, judgment or decree to which it is a party or by which it is bound, and is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any order addressed specifically to the Company nor, to the best of the Company's knowledge, any order, statute, rule or regulation applicable to the Company.

2.8 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending or threatened against the Company before any court or governmental agency. To the best of the Company's knowledge, there is no judgment, decree, or order of any court in effect against the Company and the Company is not in default with respect to any order of any governmental authority to which the Company is a party or by which it is bound. There is no action, suit, proceeding, or investigation by the Company currently pending or which the Company presently intends to initiate.

3.

2.9 REGISTRATION RIGHTS. Except as set forth in the Investors' Rights Agreement, the Company is not under any obligation to register (as defined in
Section 1.2 of the Investors' Rights Agreement) any of its presently outstanding securities or any of its securities that may hereafter be issued.

2.10 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreements, or the offer, sale or issuance of the Preferred (and the Common Stock issuable upon conversion of the Preferred) or the consummation of any other transaction contemplated thereby, except for (a) the filing of the Certificate in the Office of the Secretary of State of the State of Delaware and (b) the filing of a Notice with the California Commissioner of Corporations pursuant to Section 25102(f) of the California Corporations Code and/or such other filings as may be required under other applicable blue sky laws, which filings, if required, will be accomplished in a timely manner prior to or promptly upon completion of the Closing, as applicable.

2.11 OFFERING. Subject to the accuracy of the representations set forth in
Section 3 hereof, the offer, sale and issuance of the Preferred pursuant to this Agreement and the issuance of the Common Stock to be issued upon conversion of the Preferred constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

2.12 CERTAIN TRANSACTIONS. Since its date of incorporation, the Company has not (a) discharged or satisfied any obligation or liability other than as authorized by its Board of Directors, or in the ordinary course of business or in amounts less than $100,000 in the aggregate, (b) declared or made any payment or distribution to its shareholders or redeemed or purchased any of its shares of capital stock or securities, (c) mortgaged or subjected to encumbrances any of its assets, (d) sold, transferred or leased to third parties any of its assets except in the ordinary course of business, (e) canceled or compromised any material debt or any claim or waived or released any right of material value, suffered any physical damage or destruction or loss materially and adversely affecting its properties, operations or business, (f) made any loans or advances to any persons other than immaterial amounts (both individually and in the aggregate) in the ordinary course of business or (g) entered into any material transaction other than as approved by its Board of Directors or in the ordinary course of business or agreed to any of the foregoing other than with respect to transactions relating to this Agreement.

2.13 INTELLECTUAL PROPERTY. To the best of its knowledge (but without having conducted any special investigation or patent search), the Company has or will be able to license on commercially reasonable terms sufficient legal rights to all patents, copyrights, trade secrets, information, proprietary rights and processes (collectively "Proprietary Information") necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. Except for agreements with its own officers and employees, substantially in the forms referenced in Section 2.14 below, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or

4.

a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or infringed or that the Company would, by conducting its business as proposed, violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of and consultants to the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

2.14 EMPLOYEE AND CONSULTANT AGREEMENTS. All employees and consultants of the Company have entered into proprietary information and inventions agreements, substantially in the Company's standard forms and, to the best of the Company's knowledge, none of the Company's current or former employees or consultants is in violation of such agreements.

2.15 DISCLOSURE. To the best of the Company's knowledge after reasonable investigation, none of the representations or warranties made by the Company in this Agreement and no information in the Exhibits hereto contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.

2.16 BROKERS OR FINDERS. The Company has not entered into any agreement or arrangement giving rise to any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreements.

2.17 NO DIVIDENDS. The Company has not made any declaration, setting aside for payment or other distribution in respect of any of the Company's capital stock or any direct or indirect redemption, repurchase or other acquisition of any of such stock.

2.18 CONTRACTS. Except as listed on Exhibit C, the Company is not party to any contract or agreement (i) with expected receipts or expenditures in excess of $10,000, (ii) involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights, or other proprietary information applicable to the business of the Company, (iii) with provisions restricting or affecting the development, manufacture, or distribution of the Company's products or services, or (iv) that provides indemnification by the Company with respect to infringements of proprietary rights.

2.19 EMPLOYEE COMPENSATION PLANS. Except as listed on Exhibit C, the Company is not party to or bound by any currently effective employment contracts, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements, or other

5.

employee compensation agreements. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company.

2.20 RELATED-PARTY TRANSACTIONS. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company.

2.21 MANUFACTURING AND MARKETING RIGHTS. The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person, corporation, partnership or other entity, and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products, and has not licensed or sold any of its technology or proprietary information to any person, corporation, partnership or other entity.

2.22 CORPORATE DOCUMENTS. The Company has furnished the Investors with copies of the Certificate and Bylaws as currently in effect. Said copies are true, correct, and complete and contain all amendments through the Closing Date.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby severally, for itself, and not jointly represents and warrants to the Company as follows:

3.1 AUTHORIZATION. The Agreements constitute valid and legally binding obligations of such Investor, enforceable in accordance with their terms except as the enforceability thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such Investor is authorized and has full right and power to purchase the Preferred, and the person signing the Agreements and any other instrument executed and delivered hereby on behalf of such entity has been duly authorized by such entity and has full power and authority to do so.

3.2 EXPERIENCE. The Investor has, from time to time, evaluated investments in new, high technology companies and has, either individually or through the personal experience of one or more of its current officers or partners, experience in evaluating and investing in new, high technology companies. The Investor has such knowledge and experience in financial and

6.

business matters such that it is capable of evaluating the merits and risks of its investment in the Preferred and it is able to protect its own interests in connection with this transaction.

3.3 INVESTMENT. The Investor is acquiring the Preferred (and any Common Stock issuable upon conversion of the Preferred) for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Investor understands that the Preferred (and any Common Stock issuable upon conversion of the Preferred) to be purchased has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

3.4 RULE 144. The Investor acknowledges that the Preferred must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. The Investor is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plan to satisfy these conditions in the foreseeable future.

3.5 ACCREDITED INVESTORS. The Investor is an "accredited investor" pursuant to Rule 501, Regulation D, promulgated by the Securities Exchange on March 8, 1982, as described in Exhibit F hereto.

3.6 NO PUBLIC MARKET. The Investor understands that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public market will ever exist for the Preferred.

3.7 ACCESS TO DATA. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management. The Investor understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which the Company believes to be material.

3.8 RESIDENCE. If the Purchaser is an individual, then the purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit A.

SECTION 4

7.

CONDITIONS TO CLOSING OF INVESTORS

Each Investor's obligation to purchase the Preferred at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.

4.3 NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in the Company's financial condition, affairs or prospects between the date of this Agreement and the Closing Date, if different.

4.4 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

4.5 BOARD OF DIRECTORS. The Board of Directors of the Company immediately following the Closing will consist of Pehong Chen, David L. Anderson and Yogen K. Dalal.

4.6 COMPLIANCE CERTIFICATE. The Company shall have delivered on the Closing Date a certificate signed by an officer of the Company certifying that the conditions specified in Sections 4.1 through 4.4 have been fulfilled.

4.7 OPINION OF COUNSEL. The Investors shall have received from Cooley Godward, counsel for the Company, an opinion in substantially the form of Exhibit E attached to this Agreement.

4.8 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

4.9 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 5 CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to issue and sell the Preferred at the Closing is subject to the fulfillment of the following conditions:

8.

5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investors contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Investors on or prior to the Closing Date shall have been performed or complied with in all respects.

5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

5.4 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

5.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 6 MISCELLANEOUS

6.1 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California.

6.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Investors and the closing of the transactions contemplated hereby. All statements as to factual matters contained in this Agreement or in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be made as of the date of this Agreement, and not necessarily as of some later date.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of Investors to purchase the Preferred shall not be assignable without the consent of the Company.

6.4 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.5 RIGHTS OF INVESTORS. Each holder of the Preferred (and Common Stock issued upon conversion of the Preferred) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have by reason of this Agreement or ownership of any Preferred, including without limitation the right to consent to the waiver of

9.

any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement affecting any such modification, and such holder shall not incur any liability to any other holder or holders of Preferred with respect to exercising or refraining from exercising any such right or rights.

6.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the Investors, to Investors' addresses set forth on the signature page hereof or at such other address as shall have been furnished to the Company in writing by such Investors or (b) if to the Company, to the address of its principal executive office and addressed to the attention of the Corporate Secretary, or at such other address or addresses as the Company shall have furnished in writing to the Investors. All notices and other communications mailed pursuant to the provisions of this Section 8.6 shall be deemed delivered when mailed.

6.7 EXPENSES. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement. The Company shall, at the Closing, reimburse the reasonable fees of one (1) special counsel for the Purchasers, not to exceed ten thousand dollars ($10,000), and shall reimburse such special counsel for reasonable expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement.

6.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

6.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

6.10 CALIFORNIA CORPORATE SECURITIES LAW. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of corporations of the state of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification, if required by law, is unlawful. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, if required by law.

6.11 APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not

10.

consenting) all shares previously disposed of by the Investors or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company.

[THIS SPACE INTENTIONALLY LEFT BLANK]

11.

IN WITNESS WHEREOF, the foregoing Series C Preferred Stock Purchase Agreement is hereby executed as of the date first above written.

BROADVISION, INC.

By:          /s/ Pehong Chen
   -------------------------------------
               PEHONG CHEN
               President

INVESTORS:

          /s/ Andy Chase
- ----------------------------------------
ANDREW CHASE

GC&H INVESTMENTS,
A CALIFORNIA GENERAL PARTNERSHIP

By:         /s/ John L. Cardoza
   -------------------------------------
     John L. Cardoza
     Executive Partner

GENSTAR INVESTMENT CORPORATION

By:       /s/ Richard D. Paterson
   -------------------------------------

Name:        Richard D. Paterson
     -----------------------------------

Title:    Executive Vice President
      ----------------------------------

SIGNATURE PAGE TO BROADVISION, INC.
SERIES C PREFERRED STOCK PURCHASE AGREEMENT

          /s/ Koh Boon Hwee
- ----------------------------------------
KOH BOON HWEE

ITOCHU CORPORATION

By:         /s/ Bunei Yoshizumi
   -------------------------------------

Name:         Bunei Yoshizumi
     -----------------------------------

Title:        General Manager
      ----------------------------------

ITOCHU TECHNO-SCIENCE CORPORATION

By:           /s/ Hiro Satake
   -------------------------------------

Name:           Hiro Satake
     -----------------------------------

Title:           President
      ----------------------------------


           /s/ Ikuo Minakata
- ----------------------------------------
IKUO MINAKATA

STANFORD UNIVERSITY

By:            /s/ Carol Gilmer
   -------------------------------------

Name:            Carol Gilmer
     -----------------------------------

Title:        Assistant Secretary
      ----------------------------------

SIGNATURE PAGE TO BROADVISION, INC.
SERIES C PREFERRED STOCK PURCHASE AGREEMENT

WELLS FARGO BANK, TRUSTEE
SHV M/P/T FBO G. LEONARD BAKER, JR.

By:     /s/ Christopher M. Peterson
   -------------------------------------

Name:      Christopher M. Petersen
     -----------------------------------

Title:    Assistant Vice President
      ----------------------------------

           /s/ Elserino Piol
- ----------------------------------------
ELSERINO PIOL

                                                SERIES C
                                                PREFERRED
                                                 SHARES        PRICE


Andrew Chase                                     10,000       $20,000
3000 Sand Hill Road, 3-190
Menlo Park, CA  94025

GC&H Investments,                                18,000       $36,000
a California General Partnership
One Maritime Plaza, 20th Floor
San Francisco, CA  94111
Attn:  John L. Cardoza

Genstar Investment Corporation                   4,902        $9,804
Metro Tower, Suite 1170
Foster City, CA  94404
Attn:  Mr. R.D. Paterson
(415) 286-2366

Koh Boon Hwee                                    19,600       $39,200
11 Mount Echo Park
Singapore 1024

Itochu Corporation                             125,000      $250,000
5-1 Kita-Aoyama, 2-chome
Minato-ku, Tokyo 107-77
Japan

Itochu Techno-Science Corporation              125,000      $250,000
16-7, Komazawa 1-chome
Setagaya-ku, Tokyo 154
Japan

                                                SERIES C
                                                PREFERRED
                                                 SHARES        PRICE

Elserino Piol                                    4,800        $9,600
c/o Alexandra Giurgiu
Managing Director
Olivetti Management Inc.
70 East 55th Street
New York, NY  10022

Stanford University                              17,200       $34,400
2770 Sand Hill Road
Menlo Park, CA  94025
Attn:  Carol Gilmer

Wells Fargo Bank, Trustee                       15,703       $31,406
SHV M/P/T FBO G. Leonard Baker, Jr.
Attn:  Chris Petersen
P.O. Box 63050 MAC 0188-161
San Francisco, CA  94163
(415) 396-2260

                                            ----------    ----------
TOTAL                                          340,205      $680,410

BROADVISION, INC.

THIRD CLOSING
AUGUST 7, 1995

TABLE OF CONTENTS

                                                                            PAGE

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK............  1

    1.1  Authorization......................................................  1
    1.2  Sale of Preferred..................................................  1
    1.3  Closing Date.......................................................  1
    1.4  Subsequent Sale of Series C Preferred Stock........................  1
    1.5  Delivery...........................................................  2

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................  2

    2.1  Organization and Standing.  .......................................  2
    2.2  Corporate Power....................................................  2
    2.3  Subsidiaries.......................................................  2
    2.4  Capitalization.....................................................  2
    2.5  Authorization......................................................  3
    2.6  Material Liabilities...............................................  3
    2.7  Compliance with Other Instruments, etc.............................  3
    2.8  Litigation, etc....................................................  3
    2.9  Registration Rights................................................  4
    2.10 Governmental Consent, etc..........................................  4
    2.11 Offering...........................................................  4
    2.12 Certain Transactions...............................................  4
    2.13 Intellectual Property..............................................  4
    2.14 Employee and Consultant Agreements.................................  5
    2.15 Disclosure.........................................................  5
    2.16 Brokers or Finders.................................................  5
    2.17 No Dividends.......................................................  5
    2.18 Contracts..........................................................  5
    2.19 Employee Compensation Plans........................................  6
    2.20 Related-Party Transactions.........................................  6
    2.21 Manufacturing and Marketing Rights.................................  6
    2.22 Corporate Documents................................................  6

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS...................  6

    3.1  Authorization......................................................  6
    3.2  Experience.........................................................  6
    3.3  Investment.........................................................  7
    3.4  Rule 144...........................................................  7
    3.5  Accredited Investors...............................................  7
    3.6  No Public Market...................................................  7

TABLE OF CONTENTS
(CONTINUED)

                                                                            PAGE

    3.7  Access to Data.....................................................  7
    3.8  Residence..........................................................  7

SECTION 4 CONDITIONS TO CLOSING OF INVESTORS................................  8

    4.1  Representations and Warranties.....................................  8
    4.2  Covenants..........................................................  8
    4.3  No Material Adverse Change.........................................  8
    4.4  Blue Sky...........................................................  8
    4.5  Board of Directors.................................................  8
    4.6  Compliance Certificate.............................................  8
    4.7  Opinion of Counsel.................................................  8
    4.8  Investors' Rights Agreement........................................  8
    4.9  Amended and Restated Certificate of Incorporation..................  8

SECTION 5 CONDITIONS TO CLOSING OF COMPANY..................................  8

    5.1  Representations and Warranties.....................................  9
    5.2  Covenants. ........................................................  9
    5.3  Blue Sky...........................................................  9
    5.4  Investors' Rights Agreement........................................  9
    5.5  Amended and Restated Certificate of Incorporation..................  9

SECTION 6 MISCELLANEOUS.....................................................  9

    6.1  Governing Law......................................................  9
    6.2  Survival...........................................................  9
    6.3  Successors and Assigns.............................................  9
    6.4  Entire Agreement...................................................  9
    6.5  Rights of Investors................................................  9
    6.6  Notices, etc....................................................... 10
    6.7  Expenses........................................................... 10
    6.8  Counterparts....................................................... 10
    6.9  Severability....................................................... 10
    6.10 California Corporate Securities Law................................ 10
    6.11 Approval of Amendments and Waivers................................. 10

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of August 7, 1995 between BROADVISION, INC., a Delaware corporation (the "Company") and the investors as set forth in Exhibit A hereto ("Investors").

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK

1.1 AUTHORIZATION. The Company has authorized the issuance and sale of up to four million (4,000,000) shares of its Series C Preferred Stock (the "Preferred") having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation in the form attached to this Agreement as Exhibit B (the "Certificate").

1.2 SALE OF PREFERRED. Subject to the terms and conditions hereof, each Investor severally agrees to purchase and the Company agrees to sell and issue to each Investor the number of shares of Preferred set forth opposite such Investor's name on Exhibit A at a price of two dollars ($2.00) per share.

1.3 CLOSING DATE. The third closing of the purchase and sale of the Preferred hereunder (the "Third Closing") shall be held at the law offices of Cooley Godward Castro Huddleson & Tatum ("Cooley Godward"), One Maritime Plaza, 20th Floor, San Francisco, CA 94111. The Third Closing shall be held on the date of this Agreement or at such other time and place upon which the Company and the Investors shall agree (the date of the Third Closing is hereinafter referred to as the "Third Closing Date"). The first closing hereunder, consisting of the purchase and sale of 1,729,395 shares of the Preferred (the "First Closing") took place of May 26, 1995. The second closing hereunder consisting of the sale and purchase of 340,205 shares of the Preferred (the "Second Closing") took place on June 9, 1995.

1.4 SUBSEQUENT SALE OF SERIES C PREFERRED STOCK. If less than an aggregate of four million (4,000,000) shares of Preferred are sold at the First Closing, the Second Closing and the Third Closing, then, subject to the terms and conditions of this Agreement, the Company may sell, on or before August 8, 1995, up to the balance between four million (4,000,000) shares of Preferred and the number of shares sold at the First Closing, the Second Closing and the Third Closing to such persons as the Company may determine at the same price per share as the Preferred purchased at the First Closing, the Second Closing and the Third Closing. Any sale pursuant to this Section 1.4 shall be upon the same terms and conditions as those contained herein (provided that the Schedule of Exceptions may be adjusted to reflect subsequent events), and such persons or entities shall become parties to this Agreement and Investors' Rights Agreement (as defined in Section 2.2) by the execution of a copy of such agreements and each such person or entity shall have the rights and obligations of a Purchaser hereunder and thereunder. The term "Closing" shall apply to the Third Closing and each subsequent closing pursuant to this Section 1.4 unless otherwise specified, and the term "Closing Date" shall apply

1.

to the Third Closing Date and each subsequent closing date pursuant to this
Section 1.4 unless otherwise specified.

1.5 DELIVERY. At the Closing, the Company will deliver to each Investor a certificate representing the shares of Preferred that such Investor is purchasing against payment of the purchase price therefor by wire transfer or by check payable to the order of the Company.

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Schedule of Exceptions attached hereto as Exhibit C, the Company hereby represents and warrants to each Investor as follows:

2.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is presently required.

2.2 CORPORATE POWER. The Company will have at the Closing Date all requisite legal and corporate power to execute and deliver this Agreement and the Amended and Restated Investors' Rights Agreement substantially in the form attached hereto as Exhibit D (the "Investors' Rights Agreement") (the Agreement and the Investors' Rights Agreement are hereinafter collectively referred to as the "Agreements"), to sell and issue the Preferred under this Agreement, to issue the Common Stock issuable upon conversion of the Preferred and to carry out and perform its obligations under the terms of the Agreements, including all exhibits and schedules hereto and thereto.

2.3 SUBSIDIARIES. The Company does not own or control, directly or indirectly, any other corporation, association or business entity.

2.4 CAPITALIZATION. The authorized capital stock of the Company consists, or immediately prior to the Closing will consist, of: twenty-two million (22,000,000) shares of Common Stock, of which six million one hundred seven thousand eight hundred (6,107,800) are issued and outstanding; and ten million (10,000,000) shares of Preferred Stock, of which four million three hundred thousand (4,300,000) are designated "Series A Preferred Stock" (of which four million two hundred sixty-six thousand six hundred sixty-seven (4,266,667) are issued and outstanding); one million four hundred thousand (1,400,000) are designated "Series B Preferred Stock" (of which one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) are issued and outstanding); and four million (4,000,000) are designated "Series C Preferred Stock" (of which two million sixty-nine thousand six hundred (2,069,600) are issued and outstanding immediately prior to the Third Closing). All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The Preferred has the rights, preferences, privileges and restrictions set forth in the Certificate.

2.

Except (i) for the conversion privileges of the Preferred specified in the Certificate, (ii) as set forth in the Investors' Rights Agreement, (iii) the arrangements with respect to employee stock set forth in Exhibit C and (iv) as otherwise set forth in Exhibit C, there are no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company. All outstanding securities of the Company were issued in compliance with the registration or qualification provisions of all applicable U.S. federal and state securities laws.

2.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Preferred (and the Common Stock issuable upon conversion of the Preferred) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles, and limitations upon rights to indemnity. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements and under applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements, the right of first refusal provided in the Company's Bylaws, and applicable federal and state securities laws. The Preferred is not subject to any preemptive rights or rights of first refusal.

2.6 MATERIAL LIABILITIES. The Company has no material indebtedness or liabilities, absolute or contingent (individually or in the aggregate), except
(1) with respect to services rendered by its employees or consultants; (2) with respect to unpaid legal and other fees and costs incurred in connection with the ongoing business of the Company, and the issuance of the Preferred in connection with this Agreement; and (3) liabilities incurred in the ordinary course of business that do not exceed $50,000 in the aggregate.

2.7 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Company is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any term of the Certificate or Bylaws or any term or provision of any material mortgage, indenture, contract, agreement, instrument, judgment or decree to which it is a party or by which it is bound, and is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any order addressed specifically to the Company nor, to the best of the Company's knowledge, any order, statute, rule or regulation applicable to the Company.

2.8 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending or threatened against the Company before any court or governmental agency. To the best of the

3.

Company's knowledge, there is no judgment, decree, or order of any court in effect against the Company and the Company is not in default with respect to any order of any governmental authority to which the Company is a party or by which it is bound. There is no action, suit, proceeding, or investigation by the Company currently pending or which the Company presently intends to initiate.

2.9 REGISTRATION RIGHTS. Except as set forth in the Investors' Rights Agreement, the Company is not under any obligation to register (as defined in
Section 1.2 of the Investors' Rights Agreement) any of its presently outstanding securities or any of its securities that may hereafter be issued.

2.10 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreements, or the offer, sale or issuance of the Preferred (and the Common Stock issuable upon conversion of the Preferred) or the consummation of any other transaction contemplated thereby, except for (a) the filing of the Certificate in the Office of the Secretary of State of the State of Delaware and (b) the filing of a Notice with the California Commissioner of Corporations pursuant to Section 25102(f) of the California Corporations Code and/or such other filings as may be required under other applicable blue sky laws, which filings, if required, will be accomplished in a timely manner prior to or promptly upon completion of the Closing, as applicable.

2.11 OFFERING. Subject to the accuracy of the representations set forth in Section 3 hereof, the offer, sale and issuance of the Preferred pursuant to this Agreement and the issuance of the Common Stock to be issued upon conversion of the Preferred constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

2.12 CERTAIN TRANSACTIONS. Since its date of incorporation, the Company has not (a) discharged or satisfied any obligation or liability other than as authorized by its Board of Directors, or in the ordinary course of business or in amounts less than $100,000 in the aggregate, (b) declared or made any payment or distribution to its shareholders or redeemed or purchased any of its shares of capital stock or securities, (c) mortgaged or subjected to encumbrances any of its assets, (d) sold, transferred or leased to third parties any of its assets except in the ordinary course of business, (e) canceled or compromised any material debt or any claim or waived or released any right of material value, suffered any physical damage or destruction or loss materially and adversely affecting its properties, operations or business, (f) made any loans or advances to any persons other than immaterial amounts (both individually and in the aggregate) in the ordinary course of business or (g) entered into any material transaction other than as approved by its Board of Directors or in the ordinary course of business or agreed to any of the foregoing other than with respect to transactions relating to this Agreement.

2.13 INTELLECTUAL PROPERTY. To the best of its knowledge (but without having conducted any special investigation or patent search), the Company has or will be able to license

4.

on commercially reasonable terms sufficient legal rights to all patents, copyrights, trade secrets, information, proprietary rights and processes (collectively "Proprietary Information") necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. Except for agreements with its own officers and employees, substantially in the forms referenced in Section 2.14 below, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or infringed or that the Company would, by conducting its business as proposed, violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of and consultants to the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

2.14 EMPLOYEE AND CONSULTANT AGREEMENTS. All employees and consultants of the Company have entered into proprietary information and inventions agreements, substantially in the Company's standard forms and, to the best of the Company's knowledge, none of the Company's current or former employees or consultants is in violation of such agreements.

2.15 DISCLOSURE. To the best of the Company's knowledge after reasonable investigation, none of the representations or warranties made by the Company in this Agreement and no information in the Exhibits hereto contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.

2.16 BROKERS OR FINDERS. The Company has not entered into any agreement or arrangement giving rise to any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreements.

2.17 NO DIVIDENDS. The Company has not made any declaration, setting aside for payment or other distribution in respect of any of the Company's capital stock or any direct or indirect redemption, repurchase or other acquisition of any of such stock.

2.18 CONTRACTS. Except as listed on Exhibit C, the Company is not party to any contract or agreement (i) with expected receipts or expenditures in excess of $10,000, (ii) involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights, or other proprietary information applicable to the business of the Company, (iii) with provisions restricting or affecting the development, manufacture, or distribution of the

5.

Company's products or services, or (iv) that provides indemnification by the Company with respect to infringements of proprietary rights.

2.19 EMPLOYEE COMPENSATION PLANS. Except as listed on Exhibit C, the Company is not party to or bound by any currently effective employment contracts, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements, or other employee compensation agreements. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company.

2.20 RELATED-PARTY TRANSACTIONS. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company.

2.21 MANUFACTURING AND MARKETING RIGHTS. The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person, corporation, partnership or other entity, and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products, and has not licensed or sold any of its technology or proprietary information to any person, corporation, partnership or other entity.

2.22 CORPORATE DOCUMENTS. The Company has furnished the Investors with copies of the Certificate and Bylaws as currently in effect. Said copies are true, correct, and complete and contain all amendments through the Closing Date.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby severally, for itself, and not jointly represents and warrants to the Company as follows:

3.1 AUTHORIZATION. The Agreements constitute valid and legally binding obligations of such Investor, enforceable in accordance with their terms except as the enforceability thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such Investor is authorized and has full right and power to purchase the Preferred, and the person signing the Agreements and any other instrument executed and delivered hereby on behalf of such entity has been duly authorized by such entity and has full power and authority to do so.

6.

3.2 EXPERIENCE. The Investor has, from time to time, evaluated investments in new, high technology companies and has, either individually or through the personal experience of one or more of its current officers or partners, experience in evaluating and investing in new, high technology companies. The Investor has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Preferred and it is able to protect its own interests in connection with this transaction.

3.3 INVESTMENT. The Investor is acquiring the Preferred (and any Common Stock issuable upon conversion of the Preferred) for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Investor understands that the Preferred (and any Common Stock issuable upon conversion of the Preferred) to be purchased has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

3.4 RULE 144. The Investor acknowledges that the Preferred must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. The Investor is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plan to satisfy these conditions in the foreseeable future.

3.5 ACCREDITED INVESTORS. The Investor is an "accredited investor" pursuant to Rule 501, Regulation D, promulgated by the Securities Exchange on March 8, 1982, as described in Exhibit F hereto.

3.6 NO PUBLIC MARKET. The Investor understands that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public market will ever exist for the Preferred.

3.7 ACCESS TO DATA. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management. The Investor understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which the Company believes to be material.

3.8 RESIDENCE. If the Purchaser is an individual, then the purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office

7.

or offices of the Purchaser in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit A.

SECTION 4 CONDITIONS TO CLOSING OF INVESTORS

Each Investor's obligation to purchase the Preferred at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.

4.3 NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in the Company's financial condition, affairs or prospects between the date of this Agreement and the Closing Date, if different.

4.4 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

4.5 BOARD OF DIRECTORS. The Board of Directors of the Company immediately following the Closing will consist of Pehong Chen, David L. Anderson and Yogen K. Dalal.

4.6 COMPLIANCE CERTIFICATE. The Company shall have delivered on the Closing Date a certificate signed by an officer of the Company certifying that the conditions specified in Sections 4.1 through 4.4 have been fulfilled.

4.7 OPINION OF COUNSEL. The Investors shall have received from Cooley Godward, counsel for the Company, an opinion in substantially the form of Exhibit E attached to this Agreement.

4.8 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

4.9 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

8.

SECTION 5 CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to issue and sell the Preferred at the Closing is subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investors contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Investors on or prior to the Closing Date shall have been performed or complied with in all respects.

5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

5.4 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

5.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 6 MISCELLANEOUS

6.1 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California.

6.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Investors and the closing of the transactions contemplated hereby. All statements as to factual matters contained in this Agreement or in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be made as of the date of this Agreement, and not necessarily as of some later date.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of Investors to purchase the Preferred shall not be assignable without the consent of the Company.

9.

6.4 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.5 RIGHTS OF INVESTORS. Each holder of the Preferred (and Common Stock issued upon conversion of the Preferred) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have by reason of this Agreement or ownership of any Preferred, including without limitation the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement affecting any such modification, and such holder shall not incur any liability to any other holder or holders of Preferred with respect to exercising or refraining from exercising any such right or rights.

6.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the Investors, to Investors' addresses set forth on the signature page hereof or at such other address as shall have been furnished to the Company in writing by such Investors or (b) if to the Company, to the address of its principal executive office and addressed to the attention of the Corporate Secretary, or at such other address or addresses as the Company shall have furnished in writing to the Investors. All notices and other communications mailed pursuant to the provisions of this Section 8.6 shall be deemed delivered when mailed.

6.7 EXPENSES. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement. The Company shall, at the Closing, reimburse the reasonable fees of one (1) special counsel for the Purchasers, not to exceed ten thousand dollars ($10,000), and shall reimburse such special counsel for reasonable expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement.

6.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

6.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

6.10 CALIFORNIA CORPORATE SECURITIES LAW. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of corporations of the state of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification, if required by law, is unlawful. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, if required by law.

10.

6.11 APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Investors or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company.

[THIS SPACE INTENTIONALLY LEFT BLANK]

11.

IN WITNESS WHEREOF, the foregoing Series C Preferred Stock Purchase Agreement is hereby executed as of the date first above written.

BROADVISION, INC.

By:     /s/  Pehong Chen
   ------------------------------------
         PEHONG CHEN
         President

INVESTOR:

AMERITECH DEVELOPMENT CORP.

By:    /s/ Thomas W. Touton
   ------------------------------------

Name:  Thomas W. Touton
     ----------------------------------

Title:  Vice President, Venture Capital
      ---------------------------------


    /s/  Ronald C. Conway
- ---------------------------------------
RONALD C. CONWAY

    /s/  Carl Dellar
- ---------------------------------------
CARL N.R. DELLAR

                                      EXHIBIT A

                                SCHEDULE OF INVESTORS
                                   (THIRD CLOSING)

                                                  SERIES C
                                                 PREFERRED
INVESTOR                                           SHARES           PRICE
- --------                                           ------           -----

Ameritech Development Corp.                       750,000        $1,500,000
30 South Wacker Drive, 37th Floor
Chicago, IL  60606

Ronald C. Conway                                   25,000            50,000
76 Adam Way
Atherton, CA  94027

Carl N. R. Dellar                                   6,000            12,000
10390 Farallone Drive
Cupertino, CA  95014
                                                  -------        ----------

     Total                                        781,000        $1,562,000

BROADVISION, INC.

FOURTH CLOSING
AUGUST 31, 1995

TABLE OF CONTENTS

                                                                            PAGE

SECTION 1   AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK . . . . .   1

     1.1    Authorization. . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.2    Sale of Preferred. . . . . . . . . . . . . . . . . . . . . . . .   1
     1.3    Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     1.4    Subsequent Sale of Series C Preferred Stock. . . . . . . . . . .   1
     1.5    Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

SECTION 2   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. . . . . . . . . .   2

     2.1    Organization and Standing.   . . . . . . . . . . . . . . . . . .   2
     2.2    Corporate Power. . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.3    Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.4    Capitalization . . . . . . . . . . . . . . . . . . . . . . . . .   2
     2.5    Authorization. . . . . . . . . . . . . . . . . . . . . . . . . .   3
     2.6    Material Liabilities . . . . . . . . . . . . . . . . . . . . . .   3
     2.7    Compliance with Other Instruments, etc.. . . . . . . . . . . . .   3
     2.8    Litigation, etc. . . . . . . . . . . . . . . . . . . . . . . . .   3
     2.9    Registration Rights. . . . . . . . . . . . . . . . . . . . . . .   4
     2.10   Governmental Consent, etc. . . . . . . . . . . . . . . . . . . .   4
     2.11   Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     2.12   Certain Transactions . . . . . . . . . . . . . . . . . . . . . .   4
     2.13   Intellectual Property. . . . . . . . . . . . . . . . . . . . . .   4
     2.14   Employee and Consultant Agreements . . . . . . . . . . . . . . .   5
     2.15   Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     2.16   Brokers or Finders . . . . . . . . . . . . . . . . . . . . . . .   5
     2.17   No Dividends . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     2.18   Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     2.19   Employee Compensation Plans. . . . . . . . . . . . . . . . . . .   6
     2.20   Related-Party Transactions . . . . . . . . . . . . . . . . . . .   6
     2.21   Manufacturing and Marketing Rights . . . . . . . . . . . . . . .   6
     2.22   Corporate Documents. . . . . . . . . . . . . . . . . . . . . . .   6

SECTION 3   REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. . . . . . . . .   6

     3.1    Authorization. . . . . . . . . . . . . . . . . . . . . . . . . .   6
     3.2    Experience . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
     3.3    Investment . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.4    Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.5    Accredited Investors . . . . . . . . . . . . . . . . . . . . . .   7


                                       i.

TABLE OF CONTENTS
(CONTINUED)

                                                                            PAGE

     3.6    No Public Market . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.7    Access to Data . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.8    Residence. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

SECTION 4   CONDITIONS TO CLOSING OF INVESTORS . . . . . . . . . . . . . . .   8

     4.1    Representations and Warranties . . . . . . . . . . . . . . . . .   8
     4.2    Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     4.3    No Material Adverse Change . . . . . . . . . . . . . . . . . . .   8
     4.4    Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     4.5    Board of Directors . . . . . . . . . . . . . . . . . . . . . . .   8
     4.6    Compliance Certificate . . . . . . . . . . . . . . . . . . . . .   8
     4.7    Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . .   8
     4.8    Investors' Rights Agreement. . . . . . . . . . . . . . . . . . .   8
     4.9    Amended and Restated Certificate of Incorporation. . . . . . . .   8

SECTION 5   CONDITIONS TO CLOSING OF COMPANY . . . . . . . . . . . . . . . .   8

     5.1    Representations and Warranties . . . . . . . . . . . . . . . . .   9
     5.2    Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     5.3    Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     5.4    Investors' Rights Agreement. . . . . . . . . . . . . . . . . . .   9
     5.5    Amended and Restated Certificate of Incorporation. . . . . . . .   9

SECTION 6   MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . .   9

     6.1    Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .   9
     6.2    Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     6.3    Successors and Assigns . . . . . . . . . . . . . . . . . . . . .   9
     6.4    Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . .   9
     6.5    Rights of Investors. . . . . . . . . . . . . . . . . . . . . . .   9
     6.6    Notices, etc.. . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.7    Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.8    Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.9    Severability . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     6.10   California Corporate Securities Law. . . . . . . . . . . . . . .  10
     6.11   Approval of Amendments and Waivers . . . . . . . . . . . . . . .  10


                                       ii.

TABLE OF CONTENTS
(CONTINUED)

PAGE

EXHIBIT A: SCHEDULE OF INVESTORS
EXHIBIT B: CERTIFICATE OF INCORPORATION
EXHIBIT C: SCHEDULE OF EXCEPTIONS
EXHIBIT D: INVESTORS' RIGHTS AGREEMENT
EXHIBIT E: OPINION OF COOLEY GODWARD
EXHIBIT F: ACCREDITED INVESTORS DEFINITION
EXHIBIT G: FIRST AMENDMENT
EXHIBIT H: CO-SALE AGREEMENT

iii.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of August 31, 1995 between BROADVISION, INC., a Delaware corporation (the "Company") and the investors as set forth in Exhibit A hereto ("Investors").

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES C PREFERRED STOCK

1.1 AUTHORIZATION. The Company has authorized the issuance and sale of up to four million (4,000,000) shares of its Series C Preferred Stock (the "Preferred") having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation in the form attached to this Agreement as Exhibit B (the "Certificate").

1.2 SALE OF PREFERRED. Subject to the terms and conditions hereof, each Investor severally agrees to purchase and the Company agrees to sell and issue to each Investor the number of shares of Preferred set forth opposite such Investor's name on Exhibit A at a price of two dollars ($2.00) per share.

1.3 CLOSING DATE. The closing of the purchase and sale of the Preferred hereunder (the "Fourth Closing") shall be held at the law offices of Cooley Godward Castro Huddleson & Tatum ("Cooley Godward"), One Maritime Plaza, 20th Floor, San Francisco, CA 94111. The Fourth Closing shall be held on the date of this Agreement or at such other time and place upon which the Company and the Investors shall agree (the date of the Fourth Closing is hereinafter referred to as the "Fourth Closing Date"). The first closing hereunder, consisting of the purchase and sale of 1,729,395 shares of the Preferred (the "First Closing") took place of May 26, 1995. The second closing hereunder consisting of the sale and purchase of 340,205 shares of the Preferred (the "Second Closing") took place on June 9, 1995. The third closing hereunder consisting of the sale and purchase of 781,000 shares of the Preferred (the "Third Closing") took place on August 7, 1995.

1.4 SUBSEQUENT SALE OF SERIES C PREFERRED STOCK. If less than an aggregate of four million (4,000,000) shares of Preferred are sold at the First Closing and each subsequent Closing then, subject to the terms and conditions of this Agreement, the Company may sell, on or before September 29, 1995, up to the balance between four million (4,000,000) shares of Preferred and the number of shares sold at the First Closing and each subsequent Closing to such persons as the Company may determine at the same price per share as the Preferred purchased at the First Closing and each subsequent Closing. Any sale pursuant to this
Section 1.4 shall be upon the same terms and conditions as those contained herein (provided that the Schedule of Exceptions may be adjusted to reflect subsequent events), and such persons or entities shall become parties to this Agreement, the First Amendment to this Agreement, the Investors' Rights Agreement and the Co-Sale Agreement (each as defined in Section 2.2), by the execution of a copy of such

1.

agreements and each such person or entity shall have the rights and obligations of a Purchaser hereunder and thereunder. The term "Closing" shall apply to the Fourth Closing and each subsequent closing pursuant to this Section 1.4 unless otherwise specified, and the term "Closing Date" shall apply to the Fourth Closing Date and each subsequent closing date pursuant to this Section 1.4 unless otherwise specified.

1.5 DELIVERY. At the Closing, the Company will deliver to each Investor a certificate representing the shares of Preferred that such Investor is purchasing against payment of the purchase price therefor by wire transfer or by check payable to the order of the Company.

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Schedule of Exceptions attached hereto as Exhibit C, the Company hereby represents and warrants to each Investor as follows:

2.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is presently required.

2.2 CORPORATE POWER. The Company will have at the Closing Date all requisite legal and corporate power to execute and deliver this Agreement, the First Amendment to this Agreement attached hereto as Exhibit G (the "First Amendment"), the Amended and Restated Investors' Rights Agreement substantially in the form attached hereto as Exhibit D (the "Investors' Rights Agreement") and the Co-Sale Agreement attached hereto as Exhibit H (the Agreement, the First Amendment, the Investors' Rights Agreement, and the Co-Sale Agreement are hereinafter collectively referred to as the "Agreements"), to sell and issue the Preferred under this Agreement, to issue the Common Stock issuable upon conversion of the Preferred and to carry out and perform its obligations under the terms of the Agreements, including all exhibits and schedules hereto and thereto.

2.3 SUBSIDIARIES. The Company does not own or control, directly or indirectly, any other corporation, association or business entity.

2.4 CAPITALIZATION. The authorized capital stock of the Company consists, or immediately prior to the Closing will consist, of: twenty-two million (22,000,000) shares of Common Stock, of which six million one hundred seven thousand eight hundred (6,107,800) are issued and outstanding; and ten million (10,000,000) shares of Preferred Stock, of which four million three hundred thousand (4,300,000) are designated "Series A Preferred Stock" (of which four million two hundred sixty-six thousand six hundred sixty-seven (4,266,667) are issued and outstanding); one million four hundred thousand (1,400,000) are designated "Series B Preferred Stock" (of which one million three hundred thirty-three thousand three hundred thirty-three

2.

(1,333,333) are issued and outstanding); and four million (4,000,000) are designated "Series C Preferred Stock" (of which two million eight hundred fifty thousand six hundred (2,850,600) are issued and outstanding immediately prior to the Fourth Closing). All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The Preferred has the rights, preferences, privileges and restrictions set forth in the Certificate. Except (i) for the conversion privileges of the Preferred specified in the Certificate, (ii) as set forth in the Investors' Rights Agreement, (iii) the arrangements with respect to employee stock set forth in Exhibit C and (iv) as otherwise set forth in Exhibit C, there are no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company. All outstanding securities of the Company were issued in compliance with the registration or qualification provisions of all applicable U.S. federal and state securities laws.

2.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Preferred (and the Common Stock issuable upon conversion of the Preferred) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles, and limitations upon rights to indemnity. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements and under applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements, the right of first refusal provided in the Company's Bylaws, and applicable federal and state securities laws. The Preferred is not subject to any preemptive rights or rights of first refusal.

2.6 MATERIAL LIABILITIES. The Company has no material indebtedness or liabilities, absolute or contingent (individually or in the aggregate), except
(1) with respect to services rendered by its employees or consultants; (2) with respect to unpaid legal and other fees and costs incurred in connection with the ongoing business of the Company, and the issuance of the Preferred in connection with this Agreement; and (3) liabilities incurred in the ordinary course of business that do not exceed $50,000 in the aggregate.

2.7 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Company is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any term of the Certificate or Bylaws or any term or provision of any material mortgage, indenture, contract, agreement, instrument, judgment or decree to which it is a party or by which it is bound, and is not, and will not by virtue of entering into and

3.

performing the Agreements and the transactions contemplated thereunder be, in violation of any order addressed specifically to the Company nor, to the best of the Company's knowledge, any order, statute, rule or regulation applicable to the Company.

2.8 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending or threatened against the Company before any court or governmental agency. To the best of the Company's knowledge, there is no judgment, decree, or order of any court in effect against the Company and the Company is not in default with respect to any order of any governmental authority to which the Company is a party or by which it is bound. There is no action, suit, proceeding, or investigation by the Company currently pending or which the Company presently intends to initiate.

2.9 REGISTRATION RIGHTS. Except as set forth in the Investors' Rights Agreement, the Company is not under any obligation to register (as defined in
Section 1.2 of the Investors' Rights Agreement) any of its presently outstanding securities or any of its securities that may hereafter be issued.

2.10 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreements, or the offer, sale or issuance of the Preferred (and the Common Stock issuable upon conversion of the Preferred) or the consummation of any other transaction contemplated thereby, except for (a) the filing of the Certificate in the Office of the Secretary of State of the State of Delaware and (b) the filing of a Notice with the California Commissioner of Corporations pursuant to Section 25102(f) of the California Corporations Code and/or such other filings as may be required under other applicable blue sky laws, which filings, if required, will be accomplished in a timely manner prior to or promptly upon completion of the Closing, as applicable.

2.11 OFFERING. Subject to the accuracy of the representations set forth in
Section 3 hereof, the offer, sale and issuance of the Preferred pursuant to this Agreement and the issuance of the Common Stock to be issued upon conversion of the Preferred constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

2.12 CERTAIN TRANSACTIONS. Since its date of incorporation, the Company has not (a) discharged or satisfied any obligation or liability other than as authorized by its Board of Directors, or in the ordinary course of business or in amounts less than $100,000 in the aggregate, (b) declared or made any payment or distribution to its shareholders or redeemed or purchased any of its shares of capital stock or securities, (c) mortgaged or subjected to encumbrances any of its assets, (d) sold, transferred or leased to third parties any of its assets except in the ordinary course of business, (e) canceled or compromised any material debt or any claim or waived or released any right of material value, suffered any physical damage or destruction or loss materially and adversely affecting its properties, operations or business, (f) made any loans or advances to any persons other than immaterial amounts (both individually and in the aggregate) in the ordinary course of business or (g) entered into any material

4.

transaction other than as approved by its Board of Directors or in the ordinary course of business or agreed to any of the foregoing other than with respect to transactions relating to this Agreement.

2.13 INTELLECTUAL PROPERTY. To the best of its knowledge (but without having conducted any special investigation or patent search), the Company has or will be able to license on commercially reasonable terms sufficient legal rights to all patents, copyrights, trade secrets, information, proprietary rights and processes (collectively "Proprietary Information") necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. Except for agreements with its own officers and employees, substantially in the forms referenced in Section 2.14 below, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or infringed or that the Company would, by conducting its business as proposed, violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of and consultants to the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

2.14 EMPLOYEE AND CONSULTANT AGREEMENTS. All employees and consultants of the Company have entered into proprietary information and inventions agreements, substantially in the Company's standard forms and, to the best of the Company's knowledge, none of the Company's current or former employees or consultants is in violation of such agreements.

2.15 DISCLOSURE. To the best of the Company's knowledge after reasonable investigation, none of the representations or warranties made by the Company in this Agreement and no information in the Exhibits hereto contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.

2.16 BROKERS OR FINDERS. The Company has not entered into any agreement or arrangement giving rise to any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreements.

2.17 NO DIVIDENDS. The Company has not made any declaration, setting aside for payment or other distribution in respect of any of the Company's capital stock or any direct or indirect redemption, repurchase or other acquisition of any of such stock.

5.

2.18 CONTRACTS. Except as listed on Exhibit C, the Company is not party to any contract or agreement (i) with expected receipts or expenditures in excess of $10,000, (ii) involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights, or other proprietary information applicable to the business of the Company, (iii) with provisions restricting or affecting the development, manufacture, or distribution of the Company's products or services, or (iv) that provides indemnification by the Company with respect to infringements of proprietary rights.

2.19 EMPLOYEE COMPENSATION PLANS. Except as listed on Exhibit C, the Company is not party to or bound by any currently effective employment contracts, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements, or other employee compensation agreements. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company.

2.20 RELATED-PARTY TRANSACTIONS. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company.

2.21 MANUFACTURING AND MARKETING RIGHTS. The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person, corporation, partnership or other entity, and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products, and has not licensed or sold any of its technology or proprietary information to any person, corporation, partnership or other entity.

2.22 CORPORATE DOCUMENTS. The Company has furnished the Investors with copies of the Certificate and Bylaws as currently in effect. Said copies are true, correct, and complete and contain all amendments through the Closing Date.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby severally, for itself, and not jointly represents and warrants to the Company as follows:

3.1 AUTHORIZATION. The Agreements constitute valid and legally binding obligations of such Investor, enforceable in accordance with their terms except as the enforceability thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally, and (ii) general principles of equity

6.

(regardless of whether such enforceability is considered in a proceeding in equity or at law). Such Investor is authorized and has full right and power to purchase the Preferred, and the person signing the Agreements and any other instrument executed and delivered hereby on behalf of such entity has been duly authorized by such entity and has full power and authority to do so.

3.2 EXPERIENCE. The Investor has, from time to time, evaluated investments in new, high technology companies and has, either individually or through the personal experience of one or more of its current officers or partners, experience in evaluating and investing in new, high technology companies. The Investor has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Preferred and it is able to protect its own interests in connection with this transaction.

3.3 INVESTMENT. The Investor is acquiring the Preferred (and any Common Stock issuable upon conversion of the Preferred) for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Investor understands that the Preferred (and any Common Stock issuable upon conversion of the Preferred) to be purchased has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

3.4 RULE 144. The Investor acknowledges that the Preferred must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. The Investor is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plan to satisfy these conditions in the foreseeable future.

3.5 ACCREDITED INVESTORS. The Investor is an "accredited investor" pursuant to Rule 501, Regulation D, promulgated by the Securities Exchange on March 8, 1982, as described in Exhibit F hereto.

3.6 NO PUBLIC MARKET. The Investor understands that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public market will ever exist for the Preferred.

3.7 ACCESS TO DATA. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management. The Investor understands that such discussions, as well as any written information issued by the Company, were intended to

7.

describe the aspects of the Company's business and prospects which the Company believes to be material.

3.8 RESIDENCE. If the Purchaser is an individual, then the purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit A.

SECTION 4 CONDITIONS TO CLOSING OF INVESTORS

Each Investor's obligation to purchase the Preferred at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.

4.3 NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in the Company's financial condition, affairs or prospects between the date of this Agreement and the Closing Date, if different.

4.4 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

4.5 BOARD OF DIRECTORS. The Board of Directors of the Company immediately following the Closing will consist of Pehong Chen, David L. Anderson and Yogen K. Dalal.

4.6 COMPLIANCE CERTIFICATE. The Company shall have delivered on the Closing Date a certificate signed by an officer of the Company certifying that the conditions specified in Sections 4.1 through 4.4 have been fulfilled.

4.7 OPINION OF COUNSEL. The Investors shall have received from Cooley Godward, counsel for the Company, an opinion in substantially the form of Exhibit E attached to this Agreement.

4.8 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

8.

4.9 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 5 CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to issue and sell the Preferred at the Closing is subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investors contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Investors on or prior to the Closing Date shall have been performed or complied with in all respects.

5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

5.4 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

5.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 6 MISCELLANEOUS

6.1 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California.

6.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Investors and the closing of the transactions contemplated hereby. All statements as to factual matters contained in this Agreement or in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be made as of the date of this Agreement, and not necessarily as of some later date.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of Investors to purchase the Preferred shall not be assignable without the consent of the Company.

9.

6.4 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.5 RIGHTS OF INVESTORS. Each holder of the Preferred (and Common Stock issued upon conversion of the Preferred) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have by reason of this Agreement or ownership of any Preferred, including without limitation the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement affecting any such modification, and such holder shall not incur any liability to any other holder or holders of Preferred with respect to exercising or refraining from exercising any such right or rights.

6.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the Investors, to Investors' addresses set forth on the signature page hereof or at such other address as shall have been furnished to the Company in writing by such Investors or (b) if to the Company, to the address of its principal executive office and addressed to the attention of the Corporate Secretary, or at such other address or addresses as the Company shall have furnished in writing to the Investors. All notices and other communications mailed pursuant to the provisions of this Section 8.6 shall be deemed delivered when mailed.

6.7 EXPENSES. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement. The Company shall, at the Closing, reimburse the reasonable fees of one (1) special counsel for the Purchasers, not to exceed ten thousand dollars ($10,000), and shall reimburse such special counsel for reasonable expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement.

6.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

6.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

6.10 CALIFORNIA CORPORATE SECURITIES LAW. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of corporations of the state of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification, if required by law, is unlawful. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, if required by law.

10.

6.11 APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Investors or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company.

[THIS SPACE INTENTIONALLY LEFT BLANK]

11.

IN WITNESS WHEREOF, the foregoing Series C Preferred Stock Purchase Agreement is hereby executed as of the date first above written.

BROADVISION, INC.

By:     /s/  Pehong Chen
   ---------------------------
          PEHONG CHEN
          President

INVESTOR:

SIPPL MACDONALD VENTURES I, L.P.

By:  /s/  Jackie MacDonald
   -------------------------
     JACKIE MACDONALD
     General Partner

                                    EXHIBIT A

                              SCHEDULE OF INVESTORS
                                (FOURTH CLOSING)

                                                SERIES C
                                                PREFERRED
INVESTOR                                         SHARES       PRICE
- --------                                         ------       -----

Sippl Macdonald Ventures I, L.P.                150,000      $300,000
81 Lorlei Lane
Menlo Park, CA  94025
Attn:  Jacqueline A. Macdonald

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

     Total                                      150,000      $300,000

BROADVISION, INC.

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

APRIL 15, 1996

TABLE OF CONTENTS

                                                                            PAGE

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES E PREFERRED STOCK............  1

    1.1  Authorization......................................................  1
    1.2  Sale of Preferred..................................................  1
    1.3  Closing Date.......................................................  1
    1.4  Subsequent Closings................................................  1
    1.5  Delivery...........................................................  1

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................  2

    2.1  Organization and Standing.  .......................................  2
    2.2  Corporate Power....................................................  2
    2.3  Subsidiaries.......................................................  2
    2.4  Capitalization.....................................................  2
    2.5  Authorization......................................................  3
    2.6  Material Liabilities...............................................  3
    2.7  Compliance with Other Instruments, etc.............................  3
    2.8  Litigation, etc....................................................  3
    2.9  Registration Rights................................................  4
    2.10 Governmental Consent, etc..........................................  4
    2.11 Offering...........................................................  4
    2.12 Certain Transactions...............................................  4
    2.13 Intellectual Property..............................................  4
    2.14 Employee and Consultant Agreements.................................  5
    2.15 Disclosure.........................................................  5
    2.16 Brokers or Finders.................................................  5
    2.17 No Dividends.......................................................  5
    2.18 Contracts..........................................................  5
    2.19 Employee Compensation Plans........................................  5
    2.20 Related-Party Transactions.........................................  6
    2.21 Manufacturing and Marketing Rights.................................  6
    2.22 Corporate Documents................................................  6

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS...................  6

    3.1  Authorization......................................................  6
    3.2  Experience.........................................................  6
    3.3  Investment.........................................................  7
    3.4  Rule 144...........................................................  7
    3.5  Accredited Investors...............................................  7
    3.6  No Public Market...................................................  7
    3.7  Access to Data.....................................................  7
    3.8  Residence..........................................................  7


                                          i.

                                  TABLE OF CONTENTS
                                     (CONTINUED)
                                                                            PAGE

SECTION 4 CONDITIONS TO CLOSING OF INVESTORS................................  8

    4.1  Representations and Warranties.....................................  8
    4.2  Covenants..........................................................  8
    4.3  No Material Adverse Change.........................................  8
    4.4  Blue Sky...........................................................  8
    4.5  Board of Directors.................................................  8
    4.6  Compliance Certificate.............................................  8
    4.7  Opinion of Counsel.................................................  8
    4.8  Investors' Rights Agreement........................................  8
    4.9  Amended and Restated Certificate of Incorporation..................  8

SECTION 5 CONDITIONS TO CLOSING OF COMPANY..................................  8

    5.1  Representations and Warranties.....................................  9
    5.2  Covenants. ........................................................  9
    5.3  Blue Sky...........................................................  9
    5.4  Investors' Rights Agreement........................................  9
    5.5  Amended and Restated Certificate of Incorporation..................  9

SECTION 6 MISCELLANEOUS.....................................................  9

    6.1  Governing Law......................................................  9
    6.2  Survival...........................................................  9
    6.3  Successors and Assigns.............................................  9
    6.4  Entire Agreement...................................................  9
    6.5  Rights of Investors................................................  9
    6.6  Notices, etc....................................................... 10
    6.7  Expenses........................................................... 10
    6.8  Counterparts....................................................... 10
    6.9  Severability....................................................... 10
    6.10 California Corporate Securities Law................................ 10
    6.11 Approval of Amendments and Waivers................................. 10


                                         ii.

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of April 15, 1996 between BROADVISION, INC., a Delaware corporation (the "Company") and the investors as set forth in Exhibit A hereto (the "Investors").

SECTION 1 AUTHORIZATION AND SALE OF THE SERIES E PREFERRED STOCK

1.1 AUTHORIZATION. The Company has authorized the issuance and sale of up to one million two hundred fifty thousand (1,250,000) shares of its Series E Preferred Stock (the "Preferred") having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation in the form attached to this Agreement as Exhibit B (the "Certificate").

1.2 SALE OF PREFERRED. Subject to the terms and conditions hereof, each Investor severally agrees to purchase and the Company agrees to sell and issue to each Investor the number of shares of Preferred set forth opposite such Investor's name on Exhibit A at a price of eight dollars ($8.00) per share.

1.3 CLOSING DATE. The first closing of the purchase and sale of the Preferred hereunder (the "First Closing") shall be held at the law offices of Cooley Godward Castro Huddleson & Tatum ("Cooley Godward"), One Maritime Plaza, 20th Floor, San Francisco, CA 94111. The First Closing shall be held on the date of this Agreement or at such other time and place upon which the Company and the Investors shall agree (the "First Closing Date").

1.4 SUBSEQUENT CLOSINGS. If less than one million two hundred fifty thousand (1,250,000) shares of the Preferred are sold at the First Closing, then, subject to the terms and conditions hereof, the Company may sell on or before May 30, 1996, up to the balance between one million two hundred fifty thousand (1,250,000) shares and the number of shares of Preferred sold at the First Closing to such persons as the Company may determine at the same price per share as the Preferred purchased and sold at the First Closing. Any sale pursuant to this Section 1.4 shall be upon the same terms and conditions as those contained herein (provided that the Schedule of Exceptions may be adjusted to reflect subsequent events), and such persons or entities shall become parties to the Agreement and the Investors' Rights Agreement (as defined in Section 2.2) by the execution of a copy of such agreements and each such person or entity shall have the rights and obligations of a Purchaser hereunder and thereunder. The term "Closing" shall apply to the First Closing and each subsequent closing pursuant to this Section 1.4 unless otherwise specified, and the term "Closing Date" shall apply to the First Closing Date and each subsequent closing date pursuant to this Section 1.4 unless otherwise specified.

1.5 DELIVERY. At the Closing the Company will deliver to each Investor a certificate representing the shares of Preferred that such Investor is purchasing against payment of the purchase price therefor by wire transfer or by check payable to the order of the Company.

1.

SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Schedule of Exceptions attached hereto as Exhibit C, the Company hereby represents and warrants to each Investor as follows:

2.1 ORGANIZATION AND STANDING. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is presently required.

2.2 CORPORATE POWER. The Company will have at the Closing Date all requisite legal and corporate power to execute and deliver this Agreement and the Second Amended and Restated Investors' Rights Agreement substantially in the form attached hereto as Exhibit D (the "Investors' Rights Agreement") (the Agreement and the Investors' Rights Agreement are hereinafter collectively referred to as the "Agreements"), to sell and issue the Preferred under this Agreement, to issue the Common Stock issuable upon conversion of the Preferred and to carry out and perform its obligations under the terms of the Agreements, including all exhibits and schedules hereto and thereto.

2.3 SUBSIDIARIES. The Company does not own or control, directly or indirectly, any other corporation, association or business entity.

2.4 CAPITALIZATION. The authorized capital stock of the Company consists, or immediately prior to the Closing will consist, of: thirty million (30,000,000) shares of Common Stock, of which seven million, three hundred sixty-two thousand, nine hundred forty-two (7,362,942) are issued and outstanding; and fifteen million (15,000,000) shares of Preferred Stock, of which (i) four million three hundred thousand (4,300,000) are designated "Series A Preferred Stock" (of which four million two hundred sixty-six thousand six hundred sixty-seven (4,266,667) are issued and outstanding), (ii) one million four hundred thousand (1,400,000) are designated "Series B Preferred Stock" (of which one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) are issued and outstanding), (iii) four million (4,000,000) are designated "Series C Preferred Stock" (of which three million six thousand shares (3,006,000) are issued and outstanding; five hundred thousand (500,000) are designated "Series D Preferred Stock" (none of which are issued and outstanding); and one million two hundred seventy-five thousand (1,275,000) are designated "Series E Preferred Stock" (none of which are issued and outstanding). All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. The Preferred has the rights, preferences, privileges and restrictions set forth in the Certificate. Except (i) for the conversion privileges of the Preferred specified in the Certificate, (ii) as set forth in the Investors' Rights Agreement, and (iii) as set forth in Exhibit C, there are no options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company. All outstanding securities of the Company were issued in compliance with the registration or qualification provisions of all applicable U.S., federal and state securities laws.

2.

2.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Preferred (and the Common Stock issuable upon conversion of the Preferred) and the performance of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles, and limitations upon rights to indemnity. The Preferred, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements and under applicable federal and state securities laws. The Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions under the Agreements, the right of first refusal provided in the Company's Bylaws, and applicable federal and state securities laws. The Preferred is not subject to any preemptive rights or rights of first refusal.

2.6 MATERIAL LIABILITIES. The Company has no material indebtedness or liabilities, absolute or contingent (individually or in the aggregate), except
(1) with respect to services rendered by its employees or consultants; (2) with respect to unpaid legal and other fees and costs incurred in connection with the ongoing business of the Company, and the issuance of the Preferred in connection with this Agreement; and (3) liabilities incurred in the ordinary course of business that do not exceed $50,000 in the aggregate.

2.7 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Company is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any term of the Certificate or Bylaws or any term or provision of any material mortgage, indenture, contract, agreement, instrument, judgment or decree to which it is a party or by which it is bound, and is not, and will not by virtue of entering into and performing the Agreements and the transactions contemplated thereunder be, in violation of any order addressed specifically to the Company nor, to the best of the Company's knowledge, any order, statute, rule or regulation applicable to the Company.

2.8 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending or threatened against the Company before any court or governmental agency. To the best of the Company's knowledge, there is no judgment, decree, or order of any court in effect against the Company and the Company is not in default with respect to any order of any governmental authority to which the Company is a party or by which it is bound. There is no action, suit, proceeding, or investigation by the Company currently pending or which the Company presently intends to initiate.

2.9 REGISTRATION RIGHTS. Except as set forth in the Investors' Rights Agreement, the Company is not under any obligation to register (as defined in
Section 1.2 of the Investors' Rights Agreement) any of its presently outstanding securities or any of its securities that may hereafter be issued.

3.

2.10 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreements, or the offer, sale or issuance of the Preferred (and the Common Stock issuable upon conversion of the Preferred) or the consummation of any other transaction contemplated thereby, except for (a) the filing of the Certificate in the Office of the Secretary of State of the State of Delaware and (b) the filing of a Notice with the California Commissioner of Corporations pursuant to Section 25102(f) of the California Corporations Code and/or such other filings as may be required under other applicable blue sky laws, which filings, if required, will be accomplished in a timely manner prior to or promptly upon completion of the Closing, as applicable.

2.11 OFFERING. Subject to the accuracy of the representations set forth in Section 3 hereof, the offer, sale and issuance of the Preferred pursuant to this Agreement and the issuance of the Common Stock to be issued upon conversion of the Preferred constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").

2.12 CERTAIN TRANSACTIONS. Since its date of incorporation, the Company has not (a) discharged or satisfied any obligation or liability other than as authorized by its Board of Directors, or in the ordinary course of business or in amounts less than $100,000 in the aggregate, (b) declared or made any payment or distribution to its shareholders or redeemed or purchased any of its shares of capital stock or securities, (c) mortgaged or subjected to encumbrances any of its assets, (d) sold, transferred or leased to third parties any of its assets except in the ordinary course of business, (e) canceled or compromised any material debt or any claim or waived or released any right of material value, suffered any physical damage or destruction or loss materially and adversely affecting its properties, operations or business, (f) made any loans or advances to any persons other than immaterial amounts (both individually and in the aggregate) in the ordinary course of business or (g) entered into any material transaction other than as approved by its Board of Directors or in the ordinary course of business or agreed to any of the foregoing other than with respect to transactions relating to this Agreement.

2.13 INTELLECTUAL PROPERTY. To the best of its knowledge (but without having conducted any special investigation or patent search), the Company has or will be able to license on commercially reasonable terms sufficient legal rights to all patents, copyrights, trade secrets, information, proprietary rights and processes (collectively "Proprietary Information") necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. Except for agreements with its own officers and employees, substantially in the forms referenced in Section 2.14 below, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or infringed or that the Company would, by conducting its business as proposed, violate or infringe any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution nor delivery of this Agreement, nor the

4.

carrying on of the Company's business by the employees of and consultants to the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

2.14 EMPLOYEE AND CONSULTANT AGREEMENTS. All employees and consultants of the Company have entered into proprietary information and inventions agreements, substantially in the Company's standard forms and, to the best of the Company's knowledge, none of the Company's current or former employees or consultants is in violation of such agreements.

2.15 DISCLOSURE. To the best of the Company's knowledge after reasonable investigation, none of the representations or warranties made by the Company in this Agreement and no information in the Exhibits hereto contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.

2.16 BROKERS OR FINDERS. The Company has not entered into any agreement or arrangement giving rise to any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreements.

2.17 NO DIVIDENDS. The Company has not made any declaration, setting aside for payment or other distribution in respect of any of the Company's capital stock or any direct or indirect redemption, repurchase or other acquisition of any of such stock.

2.18 CONTRACTS. Except as listed on Exhibit C, the Company is not party to any contract or agreement (i) with expected receipts or expenditures in excess of $10,000, (ii) involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights, or other proprietary information applicable to the business of the Company, (iii) with provisions restricting or affecting the development, manufacture, or distribution of the Company's products or services, or (iv) that provides indemnification by the Company with respect to infringements of proprietary rights.

2.19 EMPLOYEE COMPENSATION PLANS. Except as listed on Exhibit C, the Company is not party to or bound by any currently effective employment contracts, deferred compensation agreements, bonus plans, incentive plans, profit sharing plans, retirement agreements, or other employee compensation agreements. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company.

2.20 RELATED-PARTY TRANSACTIONS. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has

5.

a business relationship, or any firm or corporation that competes with the Company, except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company.

2.21 MANUFACTURING AND MARKETING RIGHTS. The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person, corporation, partnership or other entity, and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products, and has not licensed or sold any of its technology or proprietary information to any person, corporation, partnership or other entity.

2.22 CORPORATE DOCUMENTS. The Company has furnished the Investors with copies of the Certificate and Bylaws as currently in effect. Said copies are true, correct, and complete and contain all amendments through the Closing Date.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby severally, for itself, and not jointly represents and warrants to the Company as follows:

3.1 AUTHORIZATION. The Agreements constitute valid and legally binding obligations of such Investor, enforceable in accordance with their terms except as the enforceability thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such Investor is authorized and has full right and power to purchase the Preferred, and the person signing the Agreements and any other instrument executed and delivered hereby on behalf of such entity has been duly authorized by such entity and has full power and authority to do so.

3.2 EXPERIENCE. The Investor has, from time to time, evaluated investments in new, high technology companies and has, either individually or through the personal experience of one or more of its current officers or partners, experience in evaluating and investing in new, high technology companies. The Investor has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Preferred and it is able to protect its own interests in connection with this transaction.

3.3 INVESTMENT. The Investor is acquiring the Preferred (and any Common Stock issuable upon conversion of the Preferred) for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. The Investor understands that the Preferred (and any Common Stock issuable upon conversion of the Preferred) to be purchased has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

6.

3.4 RULE 144. The Investor acknowledges that the Preferred must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the securities to be sold, the sale being through a "broker's transaction" or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. The Investor is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plan to satisfy these conditions in the foreseeable future.

3.5 ACCREDITED INVESTORS. The Investor is an "accredited investor" pursuant to Rule 501, Regulation D, promulgated by the Securities Exchange on March 8, 1982, as described in Exhibit F hereto.

3.6 NO PUBLIC MARKET. The Investor understands that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public market will ever exist for the Preferred.

3.7 ACCESS TO DATA. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with its management. The Investor understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company's business and prospects which the Company believes to be material.

3.8 RESIDENCE. If the Purchaser is an individual, then the purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its investment decision was made is located at the address or addresses of the Purchaser set forth on Exhibit A.

SECTION 4 CONDITIONS TO CLOSING OF INVESTORS

Each Investor's obligation to purchase the Preferred at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects.

7.

4.3 NO MATERIAL ADVERSE CHANGE. There shall have been no material adverse change in the Company's financial condition, affairs or prospects between the date of this Agreement and the Closing Date, if different.

4.4 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

4.5 BOARD OF DIRECTORS. The Board of Directors of the Company immediately following the Closing will consist of Pehong Chen, David L. Anderson, Yogen K. Dalal, Koh Boon Hwee and Gregory Smitherman.

4.6 COMPLIANCE CERTIFICATE. The Company shall have delivered on the Closing Date a certificate signed by an officer of the Company certifying that the conditions specified in Sections 4.1 through 4.4 have been fulfilled.

4.7 OPINION OF COUNSEL. The Investors shall have received from Cooley Godward, counsel for the Company, an opinion in substantially the form of Exhibit E attached to this Agreement.

4.8 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

4.9 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 5 CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to issue and sell the Preferred at the Closing is subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investors contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Investors on or prior to the Closing Date shall have been performed or complied with in all respects.

5.3 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Preferred and Common Stock issuable upon conversion of the Preferred.

5.4 INVESTORS' RIGHTS AGREEMENT. The Company and Investors shall have entered into the Investors' Rights Agreement.

8.

5.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Certificate shall have been filed with the Secretary of State of Delaware.

SECTION 6 MISCELLANEOUS

6.1 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California as applicable to contracts entered into and performed entirely within the State of California.

6.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Investors and the closing of the transactions contemplated hereby. All statements as to factual matters contained in this Agreement or in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be made as of the date of this Agreement, and not necessarily as of some later date.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of Investors to purchase the Preferred shall not be assignable without the consent of the Company.

6.4 ENTIRE AGREEMENT. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.5 RIGHTS OF INVESTORS. Each holder of the Preferred (and Common Stock issued upon conversion of the Preferred) shall have the absolute right to exercise or refrain from exercising any right or rights that such holder may have by reason of this Agreement or ownership of any Preferred, including without limitation the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement affecting any such modification, and such holder shall not incur any liability to any other holder or holders of Preferred with respect to exercising or refraining from exercising any such right or rights.

6.6 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the Investors, to Investors' addresses set forth on the signature page hereof or at such other address as shall have been furnished to the Company in writing by such Investors or (b) if to the Company, to the address of its principal executive office and addressed to the attention of the Corporate Secretary, or at such other address or addresses as the Company shall have furnished in writing to the Investors. All notices and other communications mailed pursuant to the provisions of this Section 8.6 shall be deemed delivered when mailed.

6.7 EXPENSES. Each party to this Agreement shall pay its own costs and expenses with respect to the negotiation, execution, delivery and performance of the Agreement.

9.

6.8 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

6.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

6.10 CALIFORNIA CORPORATE SECURITIES LAW. The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of corporations of the state of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification, if required by law, is unlawful. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, if required by law.

6.11 APPROVAL OF AMENDMENTS AND WAIVERS. Any term of this agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the holders of a majority of the outstanding Preferred Stock sold under this Agreement, and Common Stock issued upon conversion thereof (calculated on an as-converted basis), excluding from the determination of such a majority (both in determining the total number of such shares outstanding and the number of such shares consenting or not consenting) all shares previously disposed of by the Investors or transferees pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 thereunder. Any amendment, termination or waiver effected in accordance with this section shall be binding upon each holder of any securities issued pursuant to this Agreement (including securities into which such securities have been converted or exchanged), each future holder of any or all such securities and the Company.

10.

IN WITNESS WHEREOF, the foregoing Series E Preferred Stock Purchase Agreement is hereby executed as of the date first above written.

BROADVISION, INC.

By:  /s/Pehong Chen
   ---------------------------
    PEHONG CHEN
    President

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  R. Urushizaki
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  Dan Lynch
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  Thomas M. Siebel
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  William G. McCabe
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

INVESTORS:

  /s/ Ronald Conway
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/ Andrew Chase
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  Norman L. Dawley
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  K.R.A. Ibbett
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

INVESTORS:

MR. CLEMENT MOK

  /s/  Clement Mok
- --------------------------------
Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  Donald A. Peppers
- --------------------------------
DONALD A. PEPPERS

PAINE WEBBER INCORPORATED, NOT IN ITS CORPORATE CAPACITY, BUT SOLELY AS CUSTODIAN OF THE INDIVIDUAL RETIREMENT ACCOUNT OF DON PEPPERS (ACCOUNT #VN-85407-1-44)

By:    /s/  Allison M. Parke
   -----------------------------

   Allison M. Parke
- --------------------------------
Printed Name

PAINE WEBBER INCORPORATED, NOT IN ITS CORPORATE
CAPACITY, BUT SOLELY AS CUSTODIAN OF THE ROLLOVER INDIVIDUAL RETIREMENT ACCOUNT OF DON PEPPERS (ACCOUNT #VN-84412-1-44)

By:    /s/  Allison M. Parke
   -----------------------------

   Allison M. Parke
- --------------------------------
Printed Name

    /s/ Martha Rogers
- --------------------------------
MARTHA ROGERS

    /s/ Robert L. Dorf
- --------------------------------
ROBERT L. DORF

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  Francois Stieger
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Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  Gerald Maguire
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Signature

SIGNATURE PAGE TO BROADVISION, INC.
SERIES E PREFERRED STOCK PURCHASE AGREEMENT

  /s/  Jung Yun Tahk
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Signature

                                      EXHIBIT A
                                SCHEDULE OF INVESTORS

                                                     SERIES E
                                                     PREFERRED
                                                       SHARES            PRICE
                                                     ---------           -----

WPP Group (UK) Ltd.                                 250,000         $2,000,000
27 Farm Street
London  W1X 6RD
England
Attn: Mr. Andrew Hall

cc: Carol Weinstein, Esq.
Davis & Gilbert
1740 Broadway
New York, NY  10019

Nichimen Corporation                                112,500           $900,000
1-23, Shiba 4 chome
Minato-ku
Tokyo 108  Japan
Attn: Toshikazu Saito

Seven Seas Group Limited                             62,500           $500,000
Room 821, China Insurance Group Bldg.
141 Des Veoux Road Central
Hong Kong

Daniel C. Lynch                                      31,250           $250,000
25660 Lalanne Court
Los Altos Hills, CA  94022

Robert Devereux                                      31,250           $250,000
186 Campden Hill Road
London W8 7th
United Kingdom

Thomas M. Siebel                                     12,500           $100,000
c/o Siebel Systems
4005 Bohannon Drive
Menlo Park,  CA  94025

William McCabe                                       20,000           $160,000
400 Oyster Point Blvd
Suite 401
South San Francisco, CA 94080

Ronald C. Conway                                     12,500           $100,000
173 Jefferson Drive
Menlo Park, CA  94025

Andrew Chase                                         12,500           $100,000
3000 Sand Hill Road, 3-190
Menlo Park, CA  94025

Norman Dawley                                         2,000            $16,000
301 Johnson Ct.
Lusby, MD 20657

Kenneth Ibbett                                        1,250            $10,000
186 Campden Hill Road
London W8 7th
United Kingdom

Clement Mok                                           1,250            $10,000
600 Townsend Street
Penthouse
San Francisco, CA  94103

Martha Rogers                                         6,250            $50,000
65 Back Bay Road
Bowling Green, OH  43402

Don Peppers                                           5,000            $40,000
Marketing 1:1
700 Canal Street
Stamford, CT  06902

Paine Webber Incorporated, not in its                 3,000            $24,000
corporate capacity, but solely as
custodian of the rollover individual
retirement account of Don Peppers
(Account #VN-84412-1-44)
One Commercial Place
Suite 1120
Norfolk, VA  23510
Attn: Allison Parke


                                          2.

Paine Webber Incorporated, not in its                 1,625            $13,000
corporate capacity, but solely as
custodian of the individual
retirement account of Don Peppers
(Account #VN-85407-1-44)
One Commercial Place
Suite 1120
Norfolk, VA  23510
Attn: Allison Parke

Robert L. Dorf                                        4,000            $32,000
411 Soundview Avene
Wallacks Point
Stamford, CT  06902

Francois Stieger                                     31,250           $250,000
BroadVision Switzerland AG
Rigistrasse 3
CH-8802
Kilchberg, Switzerland

Gerald J. Maguire                                    31,250           $250,000
BroadVision, Inc.
Julianalaan 4-404
3743 JG Baarn
The Netherlands

Jung Y. Tahk                                          2,500            $20,000
15829 Del Cerro Ct.
Los Gatos, CA  95032-4831

                                                  -----------      ------------
   TOTAL                                            634,375         $5,075,000


                                          3.