______ __, 2000

To:   The Dow Chemical Company


Gentlemen:

     This letter confirms certain disclosures by CrossWorlds Software, Inc. (the
"Company") to you under Section 2 of the Stock Purchase Agreement dated as of
the above date.  In particular, the Company's representations in Section 2 are
true and correct as of today's date, except as follows:

     2.5.  Comdisco and Silicon Valley Bank have liens on the Company's assets.

     Additionally, the Company agrees with you that, except for the maximum
number of shares being purchased under the Stock Purchase Agreement and except
as otherwise provided further below, the material terms of the Stock Purchase
Agreement and Investor Rights Agreement attached thereto will be no less
favorable to you than the terms applicable under agreements with other investors
(including investors that may enter into such agreements after the date hereof,
if any) that are purchasing shares of the Company's capital stock in private
placements that are intended to close concurrently with the closing of the IPO.
The Company will not enter into any amendment or supplement to the terms of any
of such other agreements without first providing the Investor with reasonable
notice thereof and the opportunity, if Investor so elects, to so amend or
supplement the Stock Purchase Agreement and Investor Rights Agreement attached
thereto.

     In addition to the foregoing, however, you acknowledge that if the SEC
takes the position that one or more of the Company's stock purchase agreements
with investors (including you) cannot be closed as a private placement of
securities concurrently with the closing of the IPO, the Company may terminate
any or all of such agreements as the Company sees fit in the Company's sole
discretion, without regard to the provisions of the above paragraph or any other
factor.  Any such termination will be without liability on the part of any party
to the other, consistent with the provisions of Section 7.8 of the Stock
Purchase Agreement.

     If the foregoing correctly states your understanding, please so indicate by
signing where indicated below.

                                CrossWorlds Software, Inc.


                                By:
                                   -------------------------------------
                                   Alfred J. Amoroso, President and Chief
                                   Executive Officer

The Dow Chemical Company

By:
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