SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Vitria Technology, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

928490 10 4

(CUSIP Number)

JoMei Chang, Ph.D.
M. Dale Skeen, Ph.D.
Innovation Technology Group, Inc.
750 Menlo Avenue, Suite 380
Menlo Park, California 94025
(650) 323 -8001

Copies to:
David K. Michaels, Esq.
Fenwick & West LLP
Embarcadero Center West
275 Battery Street
San Francisco, CA 94111
(415) 875-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 20, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 928490 10 4 Page 2 of 11 Pages

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS: JoMei Chang, Ph.D.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	PF , BK, SC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		7	SOLE VOTING POWER:
NUMBER OF			-
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,721,613 (1)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-
WITH		10	SHARED DISPOSITIVE POWER:
			10,721,613 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,721,613 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	30.3% *
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(1)

Includes (i) up to 416,669 shares held by Skeen/Chang Investments, L.P., of which Dr. Chang and her spouse, M. Dale Skeen, Ph.D., are general partners, and (ii) 1,040,110 options exercisable within 60 days of September 20, 2006. All shares are subject to voting agreements entered into by the Issuer (defined below) and the Reporting Persons (defined below) other than Innovation Technology Group, Inc. (discussed in Item 4 and Item 6).

*

Based on 34,316,231 shares of the Issuer’s Common Stock outstanding as of August 4, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on August 9, 2006 and 1,040,110 shares of Issuer’s Common Stock that Dr. Chang may acquire upon exercise of vested stock options exercisable within 60 days of September 20, 2006.

CUSIP No. 928490 10 4 Page 3 of 11 Pages

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS: M. Dale Skeen, Ph.D.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	PF , BK, SC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		7	SOLE VOTING POWER:
NUMBER OF			-
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			10,752,585 (2)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-
WITH		10	SHARED DISPOSITIVE POWER:
			10,752,585 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	10,752,585 (2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	30.4%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

(2)

Includes (i) up to 416,669 shares held by Skeen/Chang Investments, L.P., of which Dr. Skeen and his spouse, JoMei Chang, Ph.D., are general partners, and (ii) 1,071,082 options exercisable within 60 days of September 20, 2006. All shares are subject to voting agreements entered into by the Issuer and the Reporting Persons (defined below) other than Innovation Technology Group, Inc. (discussed in Item 4 and Item 6).

*

Based on 34,316,231 shares of the Issuer’s Common Stock outstanding as of August 4, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on August 9, 2006 and 1,071,082 shares of Issuer’s Common Stock that Dr. Skeen may acquire upon exercise of vested stock options exercisable within 60 days of September 20, 2006.

CUSIP No. 928490 10 4 Page 4 of 11 Pages

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS: Innovation Technology Group, Inc.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-5633251
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	AF, BK, SC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	State of Delaware
		7	SOLE VOTING POWER:
NUMBER OF			- 0 -
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			- 0 -
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			- 0 -
WITH		10	SHARED DISPOSITIVE POWER:
			- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	- 0 -
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

CUSIP No. 928490 10 4 Page 5 of 11 Pages

SCHEDULE 13D

Introduction

     This statement on Schedule 13D (this “Schedule”) is filed by (i) JoMei Chang, Ph.D., (ii) M. Dale Skeen, Ph.D., and (iii) Innovation Technology Group, Inc. (“ITG”), a Delaware corporation (collectively, the “Reporting Persons”). Drs. Chang and Skeen have previously reported their respective beneficial ownership of the Issuer (defined below) on Schedule 13G.

Item 1. Security and Issuer.

     The class of equity securities to which this Schedule relates is Common Stock, $0.001 par value per share (“Common Stock”), of Vitria Technology, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 945 Stewart Drive, Sunnyvale, California 94085.

Item 2. Identity and Background.

     JoMei Chang, Ph.D., is a citizen of the United States of America and is a member of the Board of Directors of the Issuer. Her principal occupation is Chief Executive Officer of QilinSoft LLC, a software reseller serving the China market and an affiliate of the Issuer.

     M. Dale Skeen, Ph.D., is a citizen of the United States of America and is a member of the Board of Directors of the Issuer. His principal occupation is Chief Executive Officer and Chief Technology Officer of the Issuer.

     ITG, a Delaware corporation, was formed in September 2006, and has no material assets. ITG has not conducted any activity except in connection with its formation and the proposed Transaction (defined below). Dr. Chang serves as President and a director of ITG. and Dr. Skeen serves as Secretary and Chief Financial Officer and a director of ITG, and each has served in his or her current position since ITG’s inception. ITG is wholly owned by Drs. Chang and Skeen.

     The business address or address of the principal office and business, as the case may be, of each of the Reporting Persons is 750 Menlo Avenue, Suite 380, Menlo Park, California 94025.

     During the last five years, none of the Reporting Persons (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     The aggregate Transaction Consideration described below in Item 4 is expected to be approximately $68,000,000, assuming none of the Issuer’s stockholders choose to exercise and perfect any dissenters’ rights in connection with the proposed Transaction. The Transaction Consideration would be paid out of Drs. Chang and Skeen’s personal funds and existing funds of the Issuer, although Drs. Chang and Skeen or ITG may incur short- or long-term debt to facilitate payment of the Transaction Consideration. The Reporting Persons are currently in discussions with potential lenders regarding such potential arrangements. To date, no such arrangements have been established.

CUSIP No. 928490 10 4 Page 6 of 11 Pages

     As co-founders of the Issuer, Drs. Chang and Skeen purchased substantially all of the shares of Common Stock reported in this Schedule prior to the date on which the Issuer registered shares pursuant to Section 12 of the Act in September 1999 (the “Effective Date”). From the Issuer’s inception through the Effective Date, Dr. Chang purchased 4,276,878 shares of the Common Stock of the Issuer for immaterial per share consideration, and Dr. Skeen purchased 5,458,125 shares of Common Stock of the Issuer for immaterial per share consideration. Drs. Chang and Skeen each purchased 421,875 shares of Series A Preferred Stock of the Issuer at a purchase price of $0.36 per share in January 1995. Each share of Series A Preferred Stock of the Issuer converted into one share of Common Stock in September 1999.

Item 4. Purpose of Transaction.

     On September 20, 2006, the Issuer, Merger Sub (defined below) and ITG entered into an Agreement and Plan of Merger (the “Merger Agreement”), a copy of which is included as Exhibit 99.1 to this Schedule and is incorporated by reference herein.

     Pursuant to the Merger Agreement, a wholly-owned subsidiary of ITG (the “Merger Sub”) will merge with and into the Issuer (the “Transaction”) on the terms and subject to the conditions set forth therein. In the proposed Transaction each share of Common Stock (other than dissenting shares and shares owned by the “Parent Group” (as defined in the Merger Agreement)) would be converted into the right to receive $2.75 in cash (the “Share Consideration”), without interest. In addition, each outstanding option exercisable for shares of Common Stock, with an exercise price of less than $2.75 per share (“Issuer Options”), other than Issuer Options held by the Parent Group (“Parent Group Options”), shall be cancelled and converted into the right to receive an amount of cash equal to the amount by which the Share Consideration exceeds the exercise price of the Issuer Option (less applicable withholding taxes) (such consideration, together with the Share Consideration, the “Transaction Consideration”). Parent Group Options are expected to be cancelled without consideration in connection with the proposed Transaction. All of the shares ITG holds in Merger Sub would be converted into the right to receive shares of common stock of the surviving corporation in the proposed Transaction.

     The Merger Agreement provides that consummation of the proposed Transaction is subject to certain closing conditions, including approval by holders of a majority of the shares of Common Stock. The Reporting Persons other than ITG have entered into voting agreements with the Issuer, pursuant to which they have agreed to, among other things, vote in favor of the adoption of the Merger Agreement.

     The Merger Agreement provides that, upon consummation of the proposed Transaction, the officers and directors of the Issuer will be replaced by the officers and directors of Merger Sub. Currently, Drs. Chang and Skeen are the only officers and directors of Merger Sub. It is currently expected that the members of the Issuer’s current management will serve as members of management of the surviving corporation in the proposed Transaction.

     The Merger Agreement provides that, upon consummation of the proposed Transaction, the Certificate of Incorporation and Bylaws of the Issuer will be replaced with the Certificate of Incorporation and Bylaws attached as Exhibit A and Exhibit B to the Merger Agreement.

     The information set forth in response to this Item 4 is qualified in its entirety by reference to the Merger Agreement (attached hereto as Exhibit 99.1) and the voting agreements (attached hereto as Exhibit 99.2 and Exhibit 99.3).

CUSIP No. 928490 10 4 Page 7 of 11 Pages

     It is anticipated that, upon consummation of the proposed Transaction, the Common Stock would be delisted from trading on the Nasdaq Global Market and deregistered with the Commission.

     Except as set forth above or in Item 5 and other than changes in the capitalization resulting from the proposed Transaction, the Reporting Persons do not have any plans or proposals concerning the Issuer with respect to the matters set forth in subparagraphs (a) through (j) of Item 4 of this Schedule.

Item 5. Interest in Securities of the Issuer.

     (a)-(b)

     Each of Drs. Chang and Skeen has shared power to direct the vote or disposition of 9,681,503 shares, of which up to 416,669 shares are held by Skeen/Chang Investments, L.P., of which Drs. Chang and Skeen are general partners (the “Partnership”). Dr. Chang has shared power to direct the vote or disposition of the 1,040,110 shares of Common Stock that are subject to options that are exercisable within 60 days of September 20, 2006. Dr. Skeen has shared power to direct the vote or disposition of the 1,071,082 shares of Common Stock that are subject to options that are exercisable within 60 days of September 20, 2006. Accordingly, the respective percentages of shares of Common Stock beneficially owned by Dr. Chang and Dr. Skeen as of September 20, 2006 were 30.3% and 30.4% of the class, based upon 34,316,231 shares of Common Stock outstanding as of August 4, 2006, as reported in the Issuer’s Form 10-Q filed with the Commission on August 9, 2006.

     ITG has no power to direct the vote or disposition of any of the shares, but as a member of a group with Drs. Chang and Skeen, it is deemed to beneficially own and have shared voting and dispositive power over the shares of the Common Stock beneficially owned by Drs. Chang and Skeen.

     The aggregate number of shares beneficially owned by all Reporting Persons named in this Schedule, including shares subject to options exercisable within 60 days of September 20, 2006, is 11,792,695 or 32.4% of the class, based upon 34,316,231 shares of Common Stock outstanding as of August 4, 2006, as reported in the Issuer’s Form 10-Q filed with the Commission on August 9, 2006.

     (c)

     The Reporting Persons have not effected any transaction in the Common Stock during the past 60 days, and none of the persons named under Item 2 has effected transactions in the Common Stock during the past 60 days.

     (d)

     No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof.

     (e)

     Not applicable.

CUSIP No. 928490 10 4 Page 8 of 11 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     ITG, Merger Sub and Issuer have entered into the Merger Agreement to effect the proposed Transaction. See Item 4 of this Schedule for a description of the Merger Agreement.

     In connection with the Merger Agreement, Drs. Chang and Skeen entered into a Voting Agreement with the Issuer, pursuant to which they have agreed to, among other things, vote in favor of the adoption of the Merger Agreement and to use their best efforts to cause ITG and Merger Sub to perform their respective obligations under the Merger Agreement, in each case so long as the Merger Agreement is not terminated in accordance with its terms. Drs. Chang and Skeen also caused the Partnership, to enter into a Voting Agreement with the Issuer, pursuant to which it has agreed to vote in favor of the adoption of the Merger Agreement.

     It is anticipated that Drs. Chang and Skeen will contribute their shares of Common Stock, and any shares of Common Stock beneficially owned by the Partnership, to ITG immediately prior to the consummation of the proposed Transaction. All options to purchase Common Stock held by the Reporting Persons are expected to be cancelled immediately prior to the consummation of the proposed Transaction.

     The descriptions of the Merger Agreement and voting agreements included in this Schedule are qualified by reference to the text of such documents, which are filed as exhibits to this Schedule.

Item 7. Materials to be Filed as Exhibits.

     The following documents are filed as exhibits to this Schedule:

Exhibit	Title
99.1	Agreement and Plan of Merger, dated as of September 20, 2006, by and between Innovation Technology Group, Inc, ITG Acquisition, Inc., and the Issuer (filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Commission on September 22, 2006, and incorporated herein by reference herein).
99.2	Voting Agreement, dated as of September 20, 2006, by and among JoMei Chang, M. Dale Skeen and the Issuer.
99.3	Voting Agreement, dated as of September 20, 2006, by and between Skeen/Chang Investments, L.P. and the Issuer.

CUSIP No. 928490 10 4 Page 9 of 11 Pages

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 2, 2006
/s/ JoMei Chang
JoMei Chang, Ph.D.
/s/ M. Dale Skeen
M. Dale Skeen, Ph.D.
Innovation Technology Group, Inc.
By:	/s/ JoMei Chang
Name: JoMei Chang, Ph.D.
Title: President

CUSIP No. 928490 10 4 Page 10 of 11 Pages

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)

     The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D with respect to the ownership by each of the undersigned of shares of Vitria Technology, Inc. is filed jointly on behalf of each of the undersigned and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This joint filing agreement may be included as an exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of such amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: October 2, 2006
/s/ JoMei Chang
JoMei Chang, Ph.D.
/s/ M. Dale Skeen
M. Dale Skeen, Ph.D.
Innovation Technology Group, Inc.
By:	/s/ JoMei Chang
Name: JoMei Chang, Ph.D.
Title: President

CUSIP No. 928490 10 4 Page 11 of 11 Pages

EXHIBIT INDEX

Exhibit	Title
99.1	Agreement and Plan of Merger, dated as of September 20, 2006, by and between Innovation Technology Group, Inc, ITG Acquisition, Inc., and the Issuer (filed as Exhibit 2.1 to the Issuer’s Form 8-K filed with the Commission on September 22, 2006, and incorporated herein by reference herein).
99.2	Voting Agreement, dated as of September 20, 2006, by and among JoMei Chang, M. Dale Skeen and the Issuer.
99.3	Voting Agreement, dated as of September 20, 2006, by and between Skeen/Chang Investments, L.P. and the Issuer.

EX-99.2

VOTING AGREEMENT

     THIS VOTING AGREEMENT (“Agreement”) is entered into as of September 20, 2006, by and between Vitria Technology, Inc., a Delaware corporation (the “Company”), and JoMei Chang and M. Dale Skeen, individually and as joint tenants (the “Stockholders”).

RECITALS

     A. The Stockholders are holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of the Company.

     B. Innovation Technology Group, Inc., a Delaware corporation (“Parent”), ITG Acquisition, Inc., a Delaware corporation (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”) which provides (subject to the conditions set forth therein) for the merger of Merger Sub into the Company (the “Merger”).

     C. The Stockholders are entering into this Agreement in order to induce the Company to enter into the Merger Agreement.

AGREEMENT

     The parties to this Agreement, intending to be legally bound, severally and as joint tenants, agree as follows:

SECTION 1. CERTAIN DEFINITIONS

     For purposes of this Agreement:

          (a) “Company Common Stock” shall mean the common stock, par value $0.001 per share, of the Company.

          (b) “Expiration Time” shall mean the earlier of: (i) such time as the Merger Agreement is terminated in accordance with its terms or (ii) such time as the Merger becomes effective.

          (c) A Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if the Stockholder: (i) is the record owner (or joint record owner) of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security (other than securities held by Skeen/ Chang Investments, L.P.).

          (d) “Person” shall mean any: (i) individual; (ii) corporation, limited liability company, partnership or other entity; or (iii) governmental authority.

          (e) “Subject Securities” shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by the Stockholders, individually or as joint tenants, as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which the Stockholders acquire Ownership, individually or as joint tenants, during the period from the date of this Agreement through the Expiration Time.

          (f) A Person shall be deemed to have a effected a “Transfer” of a security if such Person: (i) sells, encumbers, grants an option with respect to or disposes of such security or any interest in such security to any Person; or (ii) enters into an agreement or commitment contemplating the possible sale of, encumbrance of, grant of an option with respect to or disposition of such security or any interest therein to any Person.

          (g) Capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement.

SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS

     2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3, during the period from the date of this Agreement through the Expiration Time, the Stockholders, individually and as joint tenants, agree that they shall not cause or permit any Transfer of any of the Subject Securities to be effected.

     2.2 Restriction on Transfer of Voting Rights. During the period from the date of this Agreement through the Expiration Time, the Stockholders, individually and as joint tenants, agree that they shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted with respect to any of the Subject Securities (other than in connection with the Stockholders’ compliance with Section 3(a) and other than the proxy in the form attached hereto as Exhibit A delivered to the Company pursuant to Section 3(c)), no voting agreement or similar agreement is entered into with respect to any of the Subject Securities and no power of attorney is granted with respect to the voting of the Subject Securities.

     2.3 Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by the Stockholders (a) to Parent or to any wholly-owned subsidiary of Parent, (b) to any member of the Stockholders’ immediate family, or to a trust for the benefit of Stockholder or any member of the Stockholders’ immediate family, or (c) upon the death of either of the Stockholders, provided, however, that, in the case of each of clauses “(a)” and “(b)” above, a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement and delivers a duly executed proxy in the form attached hereto as Exhibit A with respect to such transferred Subject Securities.

-2-

SECTION 3. VOTING OF SHARES.

          (a) The Stockholders, individually and as joint tenants, hereby agree that, prior to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by the Company, the Stockholders shall cause all issued and outstanding shares of Company Common Stock Owned by them, individually or as joint tenants, to be voted in favor of: (i) the adoption of the Merger Agreement; and (ii) the Merger and each of the other transactions contemplated by the Merger Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of the Stockholders by virtue of, any actions taken by either one or both of the Stockholders in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates either one or both of the Stockholders to exercise any option, warrant or other right to acquire any Company Common Stock.

          (c) The Stockholders have delivered to the Company a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by the Stockholders, the Stockholders hereby revoke any and all prior proxies or powers of attorney given by the Stockholders with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

     Each of the Stockholders, individually and in his or her capacity as a joint tenant, hereby represents and warrants to the Company as follows:

     4.1 Authorization, etc. Stockholder has the right, power and authority to execute and deliver this Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. This Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with their respective terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

     4.2 No Conflicts or Consents.

          (a) The execution and delivery of this Agreement and the Proxy by Stockholder does not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities

-3-

pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected.

          (b) The execution and delivery of this Agreement and the Proxy by Stockholder does not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person.

     4.3 Title to Securities. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances) the number of outstanding shares of Company Common Stock set forth under the heading “Shares Held of Record” on the signature page hereof; (b) Stockholder holds (free and clear of any encumbrances) the options, warrants and other rights to acquire shares of Company Common Stock set forth under the heading “Options and Other Rights of Dr. Chang” or “Options and Other Rights of Dr. Skeen,” as the case may be, on the signature page hereof; (c) Stockholder Owns the additional securities of the Company set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (d) Stockholder does not Own any shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire any shares of capital stock or other securities of the Company, other than the shares and options, warrants and other rights set forth on the signature page hereof.

     4.4 Representations in Merger Agreement. The representations and warranties of Parent and Merger Sub contained in the Merger Agreement are true and correct.

SECTION 5. MISCELLANEOUS

     5.1 Termination. This Agreement shall terminate, and neither the Company nor any Stockholder shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect, at the Expiration Time.

     5.2 Further Assurances. From time to time, the Stockholders, individually and as joint tenants, shall execute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as the Company may reasonably request for the purpose of carrying out and furthering the intent of this Agreement and the Proxy. Each of the Stockholders, individually and as a joint tenant, agrees that he or she shall use his or her best efforts to cause Parent and Merger Sub to perform their respective obligations under the Merger Agreement, including using his or her best efforts to provide Parent with sufficient cash resources (together with such resources of the Company as Parent is permitted to utilize in accordance with the Merger Agreement) to pay the Merger Consideration pursuant to the Merger Agreement and otherwise to perform Parent’s obligations under the Merger Agreement.

     5.3 Notices. Any notice or other communication required or permitted to be delivered to either party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when received at the address or facsimile telephone number set forth beneath the name of such party below (or at such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party):

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     if to the Stockholders:

at the address set forth on the signature page hereof; and

     if to the Company:

Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, California 94085
Attention: Chief Financial Officer

     5.4 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

     5.5 Entire Agreement. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties.

     5.6 Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by the Stockholders, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon the Stockholders and the Stockholders’ successors and assigns, and shall inure to the benefit of the Company and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Company and its successors and assigns) any rights or remedies of any nature.

     5.7 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The Stockholders agree that, in the event of any breach by the Stockholders of any covenant or obligation contained in this Agreement, the

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Company shall be entitled to: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach.

     5.8 Governing Law; Jurisdiction; Waiver of Jury Trial.

          (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware, in the event any dispute arises out of this Agreement; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring any action relating to this Agreement in any court other than the Court of Chancery of the State of Delaware.

          (b) THE STOCKHOLDERS, INDIVIDUALLY AND AS JOINT TENANTS, IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

     5.9 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

     5.10 Captions. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

     5.11 Waiver. No failure on the part of the Company to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Company in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim available to the Company arising out of this Agreement, or any power, right, privilege or remedy of the Company under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Company; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

     5.12 Construction.

          (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

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          (b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

          (c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

          (d) Except as otherwise indicated, all references in this Agreement to “Sections” are intended to refer to Sections of this Agreement.

[signature page follows]

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     IN WITNESS WHEREOF, the Company and the Stockholders have caused this Agreement to be executed as of the date first written above.

COMPANY:
VITRIA TECHNOLOGY, INC.
By:	/s/ Michael D. Perry
Name: Michael D. Perry
Title: Senior Vice President and Chief Financial Officer
Address:
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, California 94085
Attn: Chief Financial Officer
STOCKHOLDERS:
/s/ JoMei Chang
JoMei Chang
/s/ M. Dale Skeen
M. Dale Skeen
JOMEI CHANG AND M. DALE SKEEN,
AS JOINT TENANTS
/s/ JoMei Chang
JoMei Chang
/s/ M. Dale Skeen
M. Dale Skeen
Address:
750 Menlo Avenue, Suite 380
Menlo Park, California 94025
Facsimile No.: (650) 838-0018

	Options and Other		Options and Other		Additional Securities
Shares Held of Record	Rights of Dr. Chang		Rights of Dr. Skeen		Beneficially Owned
9,444,834		1,055,250		1,425,250		0

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EXHIBIT A

IRREVOCABLE PROXY TO VOTE STOCK OF VITRIA TECHNOLOGY, INC.

     The undersigned stockholders of Vitria Technology, Inc., a Delaware corporation (the “Company”), individually and as joint tenants, hereby irrevocably appoint the members of the Board of Directors of the Company, a Delaware corporation, and each of them, or any other designee of the Company, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the full extent that the undersigned is entitled to do so) with respect to all of the issued and outstanding shares of capital stock of the Company that now are owned of record by the undersigned and are owned of record by the undersigned as of any record date relevant for a vote (collectively, the “Shares”), in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned by the undersigned stockholders of the Company as of the date of this Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon the execution of this Irrevocable Proxy by the undersigned, any and all prior proxies given by the undersigned, both individually and as joint tenants, with respect to the voting of any Shares on the matters referred to in the third full paragraph of this Irrevocable Proxy are hereby revoked and the undersigned, as individuals and as joint tenants, agree not to grant any subsequent proxies with respect to such matters (other than in connection with the Stockholders’ compliance with Section 3(a) of the Voting Agreement (as defined below)) until after the Expiration Time (as defined in the Voting Agreement).

     This Irrevocable Proxy is irrevocable, is coupled with an interest, and is granted in connection with the Voting Agreement, dated as of the date hereof, between the Company and the undersigned stockholders of the Company (the “Voting Agreement”) and is granted in consideration of the Company entering into that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Innovation Technology Group, Inc., a Delaware corporation (“Parent”), ITG Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, which Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”). All capitalized terms not defined herein shall have the meaning set forth in the Voting Agreement.

     The attorneys and proxies named above, and each of them are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Time, to act as the attorney of the undersigned and proxy to vote the Shares, and to exercise all voting rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting, in favor of:

(i)	the adoption of the Merger Agreement; and
(ii)	the Merger and each of the other transactions contemplated by the Merger Agreement.

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     The attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned stockholder may vote the Shares on all other matters.

     All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

[signature page follows]

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     This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable.

Dated: September 20, 2006

/s/ JoMei Chang

JoMei Chang

/s/ M. Dale Skeen

M. Dale Skeen

JOMEI CHANG AND M. DALE SKEEN,

AS JOINT TENANTS

/s/ JoMei Chang

JoMei Chang

/s/ M. Dale Skeen

M. Dale Skeen

	Options and Other		Options and Other		Additional Securities
Shares Held of Record	Rights of Dr. Chang		Rights of Dr. Skeen		Beneficially Owned
9,444,834		1,055,250		1,425,250		0

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EX-99.3

VOTING AGREEMENT

     THIS VOTING AGREEMENT (“Agreement”) is entered into as of September 20, 2006, by and between Vitria Technology, Inc., a Delaware corporation (the “Company”), and Skeen/Chang Investments, L.P. (“Stockholder”).

RECITALS

     A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of the Company.

     B. Innovation Technology Group, Inc., a Delaware corporation (“Parent”), ITG Acquisition, Inc., a Delaware corporation (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”) which provides (subject to the conditions set forth therein) for the merger of Merger Sub into the Company (the “Merger”).

     C. Stockholder is entering into this Agreement in order to induce the Company to enter into the Merger Agreement.

AGREEMENT

     The parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1. CERTAIN DEFINITIONS

     For purposes of this Agreement:

          (a) “Company Common Stock” shall mean the common stock, par value $0.001 per share, of the Company.

          (b) “Expiration Time” shall mean the earlier of: (i) such time as the Merger Agreement is terminated in accordance with its terms, (ii) such time as the Merger becomes effective.

          (c) Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security.

          (d) “Person” shall mean any: (i) individual; (ii) corporation, limited liability company, partnership or other entity; or (iii) governmental authority.

          (e) “Subject Securities” shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to

acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Time.

          (f) A Person shall be deemed to have a effected a “Transfer” of a security if such Person: (i) sells, encumbers, grants an option with respect to or disposes of such security or any interest in such security to any Person; or (ii) enters into an agreement or commitment contemplating the possible sale of, encumbrance of, grant of an option with respect to or disposition of such security or any interest therein to any Person.

          (g) Capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement.

SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS

     2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3, during the period from the date of this Agreement through the Expiration Time, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected.

     2.2 Restriction on Transfer of Voting Rights. During the period from the date of this Agreement through the Expiration Time, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted with respect to any of the Subject Securities (other than in connection with Stockholder’s compliance with Section 3(a) and other than the proxy in the form attached hereto as Exhibit A delivered to the Company pursuant to Section 3(c)), no voting agreement or similar agreement is entered into with respect to any of the Subject Securities and no power of attorney is granted with respect to the voting of the Subject Securities.

     2.3 Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder (a) to Parent or to any wholly-owned subsidiary of Parent, (b) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (c) to JoMei Chang or Dale Skeen or to a trust for the benefit of JoMei Chang or Dale Skeen or any member of their immediate families, provided, however, that, in the case of each of clauses “(a)” and “(b)” above, a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement and delivers a duly executed proxy in the form attached hereto as Exhibit A with respect to such transferred Subject Securities.

SECTION 3. VOTING OF SHARES.

          (a) Stockholder hereby agrees that, prior to the Expiration Time, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by the Company, Stockholder shall cause all issued and outstanding shares of Company Common Stock Owned by

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Stockholder to be voted in favor of: (i) the adoption of the Merger Agreement; and (ii) the Merger and each of the other transactions contemplated by the Merger Agreement.

          (b) Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement (a) limits or affects, or gives rise to any liability of Stockholder by virtue of, any actions taken by Stockholder in his or her capacity as an officer or director of the Company, as applicable, including any actions taken in connection with the exercise of the rights of the Company or its board of directors (or any committee thereof) under the Merger Agreement or (b) obligates Stockholder to exercise any option, warrant or other right to acquire any Company Common Stock.

          (c) Stockholder has delivered to the Company a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the Subject Securities. Upon the execution of this Agreement by Stockholder, Stockholder hereby revokes any and all prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Securities on the matters referred to in Section 3(a).

SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

     Stockholder hereby represents and warrants to the Company as follows:

     4.1 Authorization, etc. Stockholder has the right, power and authority to execute and deliver this Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. This Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with their respective terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

     4.2 No Conflicts or Consents.

          (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected.

          (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person.

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SECTION 5. MISCELLANEOUS

     5.1 Termination. This Agreement shall terminate, and neither the Company nor any Stockholder shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect, at the Expiration Time.

     5.2 Further Assurances. From time to time, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional instruments, and shall take such further actions, as the Company may reasonably request for the purpose of carrying out and furthering the intent of this Agreement and the Proxy.

     5.3 Notices. Any notice or other communication required or permitted to be delivered to either party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when received at the address or facsimile telephone number set forth beneath the name of such party below (or at such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party):

     if to Stockholder:

at the address set forth on the signature page hereof; and

     if to the Company:

Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, California 94085
Attention: Chief Financial Officer

     5.4 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

     5.5 Entire Agreement. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties.

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     5.6 Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and Stockholder’s successors and assigns, and shall inure to the benefit of the Company and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Company and its successors and assigns) any rights or remedies of any nature.

     5.7 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach by Stockholder of any covenant or obligation contained in this Agreement, the Company shall be entitled to: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach.

     5.8 Governing Law; Jurisdiction; Waiver of Jury Trial.

          (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware, in the event any dispute arises out of this Agreement; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it will not bring any action relating to this Agreement in any court other than the Court of Chancery of the State of Delaware.

          (b) STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

     5.9 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

     5.10 Captions. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

     5.11 Waiver. No failure on the part of the Company to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Company in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Company shall not be deemed to have waived any claim

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available to the Company arising out of this Agreement, or any power, right, privilege or remedy of the Company under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Company; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

     5.12 Construction.

          (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

          (b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

          (c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

          (d) Except as otherwise indicated, all references in this Agreement to “Sections” are intended to refer to Sections of this Agreement.

[signature page follows]

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     IN WITNESS WHEREOF, the Company and Stockholder have caused this Agreement to be executed as of the date first written above.

COMPANY:
VITRIA TECHNOLOGY, INC.
By:	/s/ Michael D. Perry
Name: Michael D. Perry
Title: Senior Vice President and Chief Financial Officer
Address:
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, California 94085
Attn: Chief Financial Officer
STOCKHOLDER:
SKEEN/CHANG INVESTMENTS, L.P.
By:	/s/ JoMei Chang
Name: JoMei Chang
Title: General Partner
Address:
750 Menlo Park, Suite 380
Menlo Park, California 94025
Facsimile No.: (650) 838-0018

EXHIBIT A

IRREVOCABLE PROXY TO VOTE STOCK OF VIKING, INC.

     The undersigned stockholder of Vitria Technology, Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints the members of the Board of Directors of the Company, a Delaware corporation, and each of them, or any other designee of the Company, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting rights (to the full extent that the undersigned is entitled to do so) with respect to all of the issued and outstanding shares of capital stock of the Company that now are owned of record by the undersigned and are owned of record by the undersigned as of any record date relevant for a vote (collectively, the “Shares”), in accordance with the terms of this Irrevocable Proxy. The Shares beneficially owned by the undersigned stockholder of the Company as of the date of this Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to the voting of any Shares on the matters referred to in the third full paragraph of this Irrevocable Proxy are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to such matters (other than in connection with Stockholder’s compliance with Section 3(a) of the Voting Agreement (as defined below)) until after the Expiration Time (as defined in the Voting Agreement).

     This Irrevocable Proxy is irrevocable, is coupled with an interest, and is granted in connection with the Voting Agreement, dated as of the date hereof, between the Company and the undersigned stockholder of the Company (the “Voting Agreement”) and is granted in consideration of the Company entering into that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Innovation Technology Group, Inc., a Delaware corporation (“Parent”), ITG Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, which Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”). All capitalized terms not defined herein shall have the meaning set forth in the Voting Agreement.

     The attorneys and proxies named above, and each of them are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Time, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents), at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting, in favor of:

(i)	the adoption of the Merger Agreement; and
(ii)	the Merger and each of the other transactions contemplated by the Merger Agreement.

     The attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned stockholder may vote the Shares on all other matters.

A-1

     All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

[signature page follows]

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     This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable.

Dated: September 20, 2006

SKEEN/CHANG INVESTMENTS, L.P.
By:	/s/ JoMei Chang
Name: JoMei Chang
Title: General Partner

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