SC 13E3

As filed with the Securities and Exchange Commission on October 20, 2006.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(§240.13e-100)

RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934)

VITRIA TECHNOLOGY, INC.

(Name of the Issuer)

VITRIA TECHNOLOGY, INC.

INNOVATION TECHNOLOGY GROUP, INC.

ITG ACQUISITION, INC.

JOMEI CHANG, PH.D.

M. DALE SKEEN, PH.D.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

928490 10 4

(CUSIP Number of Class of Securities)

JoMei Chang, Ph.D.
President
Innovation Technology Group, Inc.
750 Menlo Avenue, Suite 380
Menlo Park, California 94025
(650) 323 -8001 Michael D. Perry
Chief Financial Officer
Vitria Technology, Inc.
945 Stewart Drive
Sunnyvale, California 94085
(408) 212-2700

(Name, Address, and Telephone Numbers of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

COPIES TO:

Gordon K. Davidson, Esq.
David K. Michaels, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, CA 94041
(650) 988-8500 Eric C. Jensen, Esq.
John T. McKenna, Esq.
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2), Regulation 14C (17 CFR 240.14c-1 to 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$67,111,418	$7,181

* This calculation is based upon $0.000107 multiplied by transaction valuation shown above. For purposes of calculation of this fee only, this transaction valuation is based on the aggregate number of securities to which the transaction applies multiplied by the per unit price or other underlying value of the transaction. For purposes of calculating the aggregate number of securities only, this number is based on (i) 24,400,850 shares of Vitria Technology common stock outstanding and owned by stockholders other than treasury shares the parties identified on Schedule A to the merger agreement described in the proxy statement referenced below (the “Parent Group”); and (ii) outstanding stock options to purchase an aggregate of 41,279 shares of Vitria Technology common stock with exercise prices below $2.75 which are eligible to be cashed out in the merger. For purposes of calculating the per unit price, this price is based on the fact that (i) each outstanding share of common stock owned by stockholders will be converted into the right to receive $2.75 in cash, without interest, and (ii) each outstanding stock option to purchase shares of Vitria Technology common stock with a per share exercise price less than $2.75 will be converted into the right to receive a cash payment equal to (a) the excess of $2.75 over the per share exercise price for the shares of common stock subject to such stock option, multiplied by (b) the number of shares of common stock underlying each such stock option.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously Paid: $7,181

Form or Registration No.: Schedule 14A

Filing Party: Vitria Technology, Inc.

Date Filed: October 20, 2006

TABLE OF CONTENTS

	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Purposes, Alternatives, Reasons and Effects
	Item 8. Fairness of the Transaction
	Item 9. Reports, Opinions, Appraisals and Negotiations
	Item 10. Source and Amounts of Funds or Other Consideration
	Item 11. Interest in Securities of the Subject Company
	Item 12. The Solicitation or Recommendation
	Item 13. Financial Statements
	Item 14. Persons/Assets, Retained, Employed, Compensated or Used
	Item 15. Additional information
	Item 16. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.(C)(1)

Introduction

     This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule”) is being filed by (i) Vitria Technology, Inc., a Delaware corporation and the issuer of the equity securities which are the subject of the Rule 13e-3 transaction (“Vitria”), (ii) Innovation Technology Group, Inc. (“Parent”), a Delaware corporation, (iii) ITG Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iv) JoMei Chang, Ph.D., a director of Vitria and President and a director of Parent and Merger Sub, and (v) M. Dale Skeen, Ph.D., Chief Executive Officer of Vitria and Chief Financial Officer, Secretary and a director of Parent and Merger Sub. Drs. Chang and Skeen are the only officers, directors and stockholders of Parent, and the only officers and directors of Merger Sub.

     This Schedule relates to the Agreement and Plan of Merger, dated as of September 20, 2006, by and among Vitria, Parent and Merger Sub (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Vitria, the corporation surviving the merger (the “Merger”). Drs. Chang and Skeen own all of Parent’s outstanding voting securities. Drs. Chang and Skeen intend to cause all shares of Vitria common stock held by them and Skeen/Chang Investments, L.P. (of which Dr. Chang and Dr. Skeen, Ph.D. are general partners) to be contributed to Parent before the Merger is completed.

     Concurrently with the filing of this Schedule, Vitria is filing with the Securities and Exchange Commission a proxy statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meeting of stockholders of Vitria at which the stockholders of Vitria will consider and vote upon a proposal to adopt the Merger Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(3) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement. All references in this Schedule to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.

     The information contained in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Schedule shall have the meanings given to them in the Proxy Statement.

     The information contained in this Schedule and/or the Proxy Statement concerning (i) Vitria was supplied by Vitria and no other filing person takes responsibility for the accuracy of such information and (ii) each other filing person was supplied by such filing person and Vitria takes no responsibility for the accuracy of such information.

Item 1. Summary Term Sheet.

     The information set forth under the caption “SUMMARY TERM SHEET” in the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 2. Subject Company Information.

(a)	Name and Address. The principal executive office of the subject company, Vitria, is 945 Stewart Drive, Sunnyvale California 94085, and its telephone number is (408) 212-2700.
(b)	Securities. The information set forth under the caption “THE SPECIAL MEETING—Record Date; Stock Entitled to Vote; Quorum” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. The exact title of the subject class of equity securities is common stock, $0.001 par value per share.
(c)	Trading Market and Price. The information set forth under the caption “IMPORTANT INFORMATION CONCERNING VITRIA—Market Price and Dividend Data” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(d)	Dividends. The information set forth under the caption “IMPORTANT INFORMATION CONCERNING VITRIA—Market Price and Dividend Data” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(e)	Prior Public Offerings. The information set forth under the caption “IMPORTANT INFORMATION CONCERNING VITRIA—Prior Public Offerings” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(f)	Prior Stock Purchases. The information set forth under the caption “IMPORTANT INFORMATION CONCERNING VITRIA—Transactions in Shares” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 3. Identity and Background of Filing Person.

(a)	Name and Address. The business address and business telephone number of Vitria, the subject company, and all of directors and executive officers of Vitria except Dr. Chang and Dr. Skeen are as stated in Item 2(a). The business address of each of Parent, Merger Sub, Dr. Chang and Dr. Skeen is 750 Menlo Avenue, Suite 380, Menlo Park, California 94025, and the business telephone number of each of Parent, Merger Sub, Dr. Chang and Dr. Skeen is (650) 323 - -8001. The affiliation of Parent and Merger Sub to Vitria is set forth under the captions “SUMMARY TERM SHEET—Innovation Technology, Inc. and ITG Acquisition, Inc.,” “SUMMARY TERM SHEET—Going-Private Transaction” and “THE COMPANIES” of the Proxy Statement and is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(b)	Business and Background of Entities. The information required by this item with respect to Parent and Merger Sub is set forth under the captions “SUMMARY TERM SHEET—Innovation Technology Group, Inc. and ITG Acquisition, Inc.” and “THE COMPANIES” of the Proxy Statement and is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. The state of organization of each of Parent and Merger Sub is Delaware. During the last five years, neither Parent nor Merger Sub have been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
(c)	Business and Background of Natural Persons. The information required by this item with respect to all of directors and executive officers of Vitria, including Dr. Chang and Dr. Skeen, is set forth under the captions “IMPORTANT INFORMATION CONCERNING VITRIA—Directors and Executive Officers of Vitria” and “IMPORTANT INFORMATION CONCERNING VITRIA—Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement and is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. Additional information with respect to Dr. Chang and Dr. Skeen is set forth under the caption “IMPORTANT INFORMATION CONCERNING VITRIA—Directors and Executive Officers of Innovation Technology and Merger Sub” of the Proxy Statement and is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 4. Terms of the Transaction.

(a)(2)

Material Terms. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS,” “THE MERGER AGREEMENT” and “THE SPECIAL MEETING—Vote Required” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(c)

Different Terms. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Purposes and Plans for Vitria After the Merger,” “SPECIAL FACTORS —Voting Agreements,” “SPECIAL FACTORS—Certain Effects of the Merger,” “SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger” and “THE MERGER AGREEMENT—Merger Consideration” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(d)	Appraisal Rights. The information set forth under the captions “SPECIAL FACTORS —Appraisal Rights” and “ANNEX C— SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(e)	Provisions for Unaffiliated Security Holders. The information set forth under the caption “SPECIAL FACTORS—Provisions for Unaffiliated Security Holders” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(f)	Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a)	Transactions. The information set forth under the captions “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(b)	Significant Corporate Events. The information set forth under the caption “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements—Background of the Merger” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(c)	Negotiations or Contacts. The information set forth under the caption “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements—Background of the Merger” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(e)	Agreements Involving the Subject Company’s Securities. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Voting Agreements,” “SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger” and “THE MERGER AGREEMENT” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 6. Purposes of the Transaction and Plans or Proposals.

(b)	Use of Securities Acquired. The information set forth under the captions “SPECIAL FACTORS—Certain Effects of the Merger” and “THE MERGER AGREEMENT” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(c)(1)-(8)	Plans. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS” and “THE MERGER AGREEMENT” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 7. Purposes, Alternatives, Reasons and Effects.

(a)

Purposes. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors” and “SPECIAL FACTORS—Purposes and Reasons for the Merger of Innovation Technology and the Parent Group” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(b)

Alternatives. The information set forth under the captions “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors” and “SPECIAL FACTORS— Purposes and Reasons for the Merger of Innovation Technology and the Parent Group” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(c)

Reasons. The information set forth under the captions “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors,” “SPECIAL FACTORS—Purposes and Reasons for the Merger of Innovation Technology and the Parent Group” and “SPECIAL FACTORS—Purposes and Plans for Vitria After the Merger” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(d)

Effects. The information set forth under the captions “SPECIAL FACTORS—Certain Effects of the Merger,” “SPECIAL FACTORS— Interests of Our Directors and Executive Officers in the Merger,” “SPECIAL FACTORS—Material United States Federal Income Tax Consequences of the Merger” “SPECIAL FACTORS—Appraisal Rights” and “ANNEX C—SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 8. Fairness of the Transaction.

(a)	Fairness. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors” and “SPECIAL FACTORS—Position of Innovation Technology, Merger Sub and the Parent Group as to the Fairness of the Merger” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(b)	Factors Considered in Determining Fairness. The information set forth under the captions “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors,” “SPECIAL FACTORS—Opinion of the Financial Advisor To Vitria’s Strategic Committee,” “SPECIAL FACTORS—Position of Innovation Technology, Merger Sub and the Parent Group as to the Fairness of the Merger,” “SPECIAL FACTORS—Purposes and Plans for Vitria After the Merger,” “SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger” and “IMPORTANT INFORMATION CONCERNING VITRIA—Certain Projections” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(c)	Approval of Security Holders. The information set forth under the caption “THE SPECIAL MEETING—Vote Required” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(d)	Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for the purposes of negotiating the terms of the transaction and/or preparing a report concerning the fairness of the transaction.
(e)	Approval of Directors. The information set forth under the “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(f)	Other Offers. The information set forth under the caption “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements—Background of the Merger” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 9. Reports, Opinions, Appraisals and Negotiations.

(a)	Report, Opinion, or Appraisal. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Opinion of the Financial Advisor To Vitria’s Strategic Committee” and “IMPORTANT INFORMATION CONCERNING VITRIA—Certain Projections” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(b)	Preparer and Summary of the Report, Opinion, or Appraisal. The information set forth under the captions “SPECIAL FACTORS—Opinion of the Financial Advisor To Vitria’s Strategic Committee” and “SPECIAL FACTORS—Financing—Estimated Fees and Expenses” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(c)	Availability of Documents. The information set forth under the captions “SPECIAL FACTORS—Opinion of the Financial Advisor To Vitria’s Strategic Committee” and “OTHER MATTERS—Where You Can Find More Information” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 10. Source and Amounts of Funds or Other Consideration.

(a)	Source of Funds. The information set forth under the captions “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Voting Agreements,” “SPECIAL FACTORS—Financing” and “THE MERGER AGREEMENT—Merger Consideration” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(b)	Conditions. The information set forth under the captions “SUMMARY TERM SHEET” and “SPECIAL FACTORS—Financing—Source of Funds” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(c)	Expenses. The information set forth under the caption “SPECIAL FACTORS—Financing—Estimated Fees and Expenses” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(d)	Borrowed Funds. The information set forth under the captions “SUMMARY TERM SHEET” and “SPECIAL FACTORS—Financing—Source of Funds” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 11. Interest in Securities of the Subject Company.

(a)

Securities Ownership. The information required by this item with respect to all of directors and executive officers of Vitria, including Dr. Chang and Dr. Skeen, is set forth under the caption “IMPORTANT INFORMATION CONCERNING VITRIA—Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement and is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. Neither Parent nor Merger Sub beneficially owns any securities of Vitria.

(b)

Securities Transactions. The information set forth under the caption “IMPORTANT INFORMATION CONCERNING VITRIA—Transactions in Shares—Securities Transactions Within 60 Days” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. Parent and Merger Sub have not effected any transaction in Vitria common stock during the past 60 days.

Item 12. The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth under the captions “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MERGER—Q: How do Vitria directors and executive officers intend to vote?,” “SPECIAL FACTORS—Past Contacts, Transactions, Negotiations and Agreements—Background of the Merger,” “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors,” “SPECIAL FACTORS—Opinion of the Financial Advisor To Vitria’s Strategic Committee,” “SPECIAL FACTORS—Purposes and Reasons for the Merger of Innovation Technology and the Parent Group,” “SPECIAL FACTORS—Position of Innovation Technology, Merger Sub and the Parent Group as to the Fairness of the Merger,” “SPECIAL FACTORS—Purposes and Plans for Vitria After the Merger,” “SPECIAL FACTORS—Voting Agreements” and “IMPORTANT INFORMATION CONCERNING VITRIA—Directors and Executive Officers of Vitria” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(e) Recommendations of Others. The information set forth under the caption “SPECIAL FACTORS—Reasons for the Merger of Vitria and Recommendation of the Board of Directors” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 13. Financial Statements.

(a)

Financial Information. The information set forth under the captions “IMPORTANT INFORMATION CONCERNING VITRIA—Selected Historical Financial Data,” “IMPORTANT INFORMATION CONCERNING VITRIA—Ratio of Earnings to Fixed Charges,” “IMPORTANT INFORMATION CONCERNING VITRIA—Book Value Per Share,” “ANNEX D—ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005” and “ANNEX E— QUARTERLY REPORT ON FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 2006” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

(b)

Pro Forma Information. No pro forma information giving effect to the proposed merger is provided because the filing persons do not believe such information is material to stockholders in evaluating the proposed merger since (1) the proposed merger consideration is all cash, (2) there are no financing conditions, and (3) if the proposed merger is completed, the common stock of Vitria would cease to be publicly traded.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a)	Solicitations or Recommendations. The information set forth under the captions “THE SPECIAL MEETING—Solicitation of Proxies” and “SPECIAL FACTORS—Financing—Estimated Fees and Expenses” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.
(b)	Employees and Corporate Assets. The information set forth under the caption “THE SPECIAL MEETING—Solicitation of Proxies” of the Proxy Statement is incorporated by reference pursuant to General Instruction F to Schedule 13E-3.

Item 15. Additional information.

(b) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by reference.

Item 16. Exhibits.

(a)(1)	Not applicable.
(a)(2)(i)	Preliminary copy of Letter to Stockholders from the Secretary of Vitria Technology, Inc., incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.

(a)(2)(ii)	Preliminary copy of Notice of Special Meeting of Stockholders, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(a)(2)(iii)	Preliminary form of Proxy Card, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(a)(3)	Preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(a)(4)	Not applicable.
(a)(5)	Press Release issued by Vitria Technology, Inc. dated September 21, 2006, incorporated by reference to Schedule 14A Information Statement filed pursuant to Rule 14a-12 by Vitria Technology, Inc. on September 21, 2006.
(b)	Not applicable.
(c)(1)	Financial analysis materials prepared by Jefferies Broadview, a division of Jefferies & Company, Inc., in connection with its presentation to the Strategic Committee of Vitria Technology, Inc.’s Board of Directors on September 20, 2006.
(c)(2)	Opinion of Jefferies Broadview, a division of Jefferies & Company, Inc., dated September 20, 2006, attached as Annex B to the preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(d)(1)	Agreement and Plan of Merger dated as of September 20, 2006 by and among Vitria Technology, Inc., Innovation Technology Group, Inc. and ITG Acquisition, Inc., attached as Annex A to the preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(d)(2)	Voting Agreement dated as of September 20, 2006 by and among Vitria Technology, Inc., JoMei Chang, Ph.D. and M. Dale Skeen, Ph.D., individually and as joint tenants, incorporated by reference from Exhibit 99.2 of the Schedule 13D filed by Drs. Chang and Skeen and Innovation Technology Group, Inc. on October 2, 2006.
(d)(3)	Voting Agreement dated as of September 20, 2006 by and between Vitria Technology, Inc. and Skeen/Chang Investments, L.P., incorporated by reference from Exhibit 99.3 to the Schedule 13D filed by Drs. Chang and Skeen and Innovation Technology Group, Inc. on October 2, 2006.
(f)(1)	Section 262 of the Delaware General Corporation Law, attached as Annex C to the preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(f)(2)	For a description of appraisal rights, reference is made to Exhibit(a)(3).
(g)	Not applicable.

SIGNATURES

     After due 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.

VITRIA TECHNOLOGY, INC.
By:	/s/ Michael D. Perry
Name:	Michael D. Perry
Title:	Senior Vice President and Chief Financial Officer
INNOVATION TECHNOLOGY GROUP, INC.
By:	/s/ JoMei Chang, Ph.D.
Name:	JoMei Chang, Ph.D.
Title:	President
ITG ACQUISITION, INC.
By:	/s/ JoMei Chang, Ph.D.
Name:	JoMei Chang, Ph.D.
Title:	President
/s/ JoMei Chang, Ph.D.
JoMei Chang, Ph.D.
/s/ M. Dale Skeen, Ph.D.
M. Dale Skeen, Ph.D.

EXHIBIT INDEX

(a)(1)	Not applicable.
(a)(2)(i)	Preliminary copy of Letter to Stockholders from the Secretary of Vitria Technology, Inc., incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(a)(2)(ii)	Preliminary copy of Notice of Special Meeting of Stockholders, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(a)(2)(iii)	Preliminary form of Proxy Card, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(a)(3)	Preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(a)(4)	Not applicable.
(a)(5)	Press Release issued by Vitria Technology, Inc. dated September 21, 2006, incorporated by reference to Schedule 14A Information Statement filed pursuant to Rule 14a-12 by Vitria Technology, Inc. on September 21, 2006.
(b)	Not applicable.
(c)(1)	Financial analysis materials prepared by Jefferies Broadview, a division of Jefferies & Company, Inc., in connection with its presentation to the Strategic Committee of Vitria Technology, Inc.’s Board of Directors on September 20, 2006.
(c)(2)	Opinion of Jefferies Broadview, a division of Jefferies & Company, Inc., dated September 20, 2006, attached as Annex B to the preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(d)(1)	Agreement and Plan of Merger dated as of September 20, 2006 by and among Vitria Technology, Inc., Innovation Technology Group, Inc. and ITG Acquisition, Inc., attached as Annex A to the preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(d)(2)	Voting Agreement dated as of September 20, 2006 by and among Vitria Technology, Inc., JoMei Chang, Ph.D. and M. Dale Skeen, Ph.D., individually and as joint tenants, incorporated by reference from Exhibit 99.2 of the Schedule 13D filed by Drs. Chang and Skeen and Innovation Technology Group, Inc. on October 2, 2006.
(d)(3)	Voting Agreement dated as of September 20, 2006 by and between Vitria Technology, Inc. and Skeen/Chang Investments, L.P., incorporated by reference from Exhibit 99.3 to the Schedule 13D filed by Drs. Chang and Skeen and Innovation Technology Group, Inc. on October 2, 2006.
(f)(1)	Section 262 of the Delaware General Corporation Law, attached as Annex C to the preliminary Proxy Statement, incorporated by reference to Schedule 14A filed by Vitria Technology, Inc. on October 20, 2006.
(f)(2)	For a description of appraisal rights, reference is made to Exhibit(a)(3).
(g)	Not applicable.

EX-99.(C)(1)

Exhibit (c)(1)

Process Overview And Form Of Fairness Opinion Summary: Prepared For The Strategic Committee Of Vitria Board Of DirectorsSeptember 20, 2006

Disclaimer The following pages contain material provided to the Strategic Committee (the Strategic Committee) of the Board of Directors (the Board) of Vitria Technology, Inc. (Vitria or the Company) by Jefferies Broadview, a division of Jefferies Company, Inc. (Jefferies Broadview), to assist in evaluating the fairness, from a financial point of view, to certain shareholders of Vitria of the consideration to be paid in connection with the merger of ITG Acquisition, Inc., a direct, wholly owned subsidiary of Innovation Technology Group, Inc. with and into Vitria.The accompanying material was prepared on a confidential basis solely for use of the Strategic Committee and not with a view towards complying with disclosure standards under state and federal securities laws. The information contained in this presentation was based upon publicly available information obtained by Jefferies Broadview or information furnished to Jefferies Broadview by Vitria or its advisors. Jefferies Broadview has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information, and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fair in all respects.

Disclaimer (Continued)All budgets, projections, financial analyses, reports and other information with respect to Vitria’s operations contained herein have been prepared by the management of Vitria or are derived from such budgets, projections, financial analyses, reports and other information of Vitria which involve numerous and significant subjective determinations made by the management of Vitria or which such management has reviewed and found reasonable. The estimates, budgets and projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. With respect to Vitria’s financial projections examined by Jefferies Broadview, Jefferies Broadview assumed, with the permission of the Strategic Committee, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Vitria as to the future performance of Vitria and that Vitria will perform in accordance with such projections for all periods specified therein. No representation or warranty, expressed or implied, is made as to the accuracy, completeness or fairness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Neither Jefferies Broadview nor any of its advisors or accountants takes any responsibility for the accuracy or completeness of any of the accompanying material. Jefferies Broadview has not been requested to, and did not make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise), solvency or financial condition of Vitria or any of its subsidiaries or affiliates, nor has Jefferies Broadview been furnished with any such evaluations or appraisals.

Disclaimer (Continued)The preparation of the material contained herein involves various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Furthermore, Jefferies Broadview did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Jefferies Broadview’s analyses must be considered as a whole. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusions expressed herein. In its analyses, Jefferies Broadview made many assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Vitria. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those set forth herein. These materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date of these materials. In addition, analyses relating to the value of Vitria do not purport to be appraisals or to reflect the prices at which shares of Vitria common stock actually may be sold. These materials are for the use of the Strategic Committee only and may not be used for any other purpose without Jefferies Broadview’s prior written consent. These materials do not constitute a recommendation to any holder of equity interests of Vitria or any other person as to how such person should vote or act with respect to any such transaction or any matter related thereto. These materials do not address the Strategic Committee and the Board’s underlying business decision to enter into the transaction, nor does it evaluate alternative transaction structures or other financial or strategic alternatives or business strategies. iii

Table of ContentsProcess Overview 2 Summary Of Merger Terms 4 Summary Of Situation Analysis 5 Fairness Opinion Valuation Summary 7Appendix 13 Situation Analysis 14 Fairness Opinion Valuation Analysis 19

Process Overview

Process Review The Strategic Committee of Vitria’s Board of Directors (the “Strategic Committee”) formally engaged Jefferies Broadview to explore strategic alternatives or a sale of Vitria (the “Company”) in January 2006 Jefferies Broadview contacted or held discussions with a total of 59 potential acquirers, including public companies, private equity firms and JoMei Chang, to discuss a potential acquisition of Vitria - -These potential acquirers included 33 strategic buyers and 25 private equity firms in addition to JoMei Chang - -Many of the potential acquirers were approached multiple times over the past nine months -Many parties held meetings with Vitria management to evaluate the Company; however only one party submitted an indication of interest before the initial bid deadline in May 2006 -JoMei submitted her initial offer in August 2006; this offer was revised at a later date Key reasons cited by potential acquirers that did not have an interest in exploring a combination with Vitria included: - -Vitria financial profile and ongoing financial losses -Lack of recent new product success and market adoption -Risk associated with Vitria’s current maintenance customer base -Vitria’s market position and threat from larger competitors (e.g., IBM, BEA)

Summary Of Merger Terms ?Cooley Godward To Review

Summary Of Situation Analysis

Positive And Negative Factors Considered In Evaluating Vitria Positive Factors +Large And Growing Integration And Service Oriented Architecture (SOA) Software Platform Market Opportunity +Large, Blue Chip Client Base And Strong Telecom And Healthcare Vertical Presence +Recently Adopted And Implemented Restructuring Plan And An Effort To Attain Profitability +Strong Cash Position +Substantial Software Engineering Talent Negative Factors -Limited New Customer Acquisition And Poor Financial Performance Of Recently Introduced Business Process Applications (BPA) Product Suite -Lack Of Revenue Visibility -Poor Financial Performance - -Competitive Threat -Dependence On New Products For Future Growth -Lack Of Equity Analyst Coverage

Fairness Opinion Valuation Summary

Multiple Valuation Methodologies Were Used To Evaluate Fairness Fairness Opinion Methodologies Valuation Methodologies -Historical Stock Price Performance -Public Company Comparables -Transaction Comparables -Transaction Premiums Paid -Present Value of Projected Share Price Considered But Rejected -Discounted Cash Flow Analysis

Vitria 1-Year Trading History Historical Daily Share Price And Volume Performance From September 21, 2005 -September 19, 2006

Valuation Summary ($ in Thousands Except Per Share Data) Multiple or Applicable Vitria Balance Sheet Prem ium Im plied Range of Multiples or Median Multiple MethodologyFigureAdjustm ent (4)by Offer (1)Prem ium sor Prem ium Public Company Comparables Multiple of Trailing Tw elve Months License Revenue (2)$10,915$53,9533.69 x1.01 x — 8.18 x1.38 x Multiple of Projected 12/31/06 License Revenue (3)$10,622$53,9533.79 x1.01 x — 3.89 x1.74 x Multiple of Trailing Twelve Months Revenue (2)$46,673$53,9530.86 x0.18 x — 2.86 x1.18 x Multiple of Projected 12/31/06 Revenue (3)$43,885$53,9530.92 x0.19 x — 1.48 x0.51 x Transaction Comparables Multiple of Revenue for Comparable Public and Private Companies (2)$46,673$53,9530.86 x0.76 x — 1.17 x1.03 x Premiums For Comparable Transactions Premium to Market Value 1 Trading Day Prior to Announcement (5)$2.78(1.1%)1.3% — 81.7%25.3% Premium to Market Value 20 Trading Days Prior to Announcement (6)$2.586.6%(8.6%) — 106.4%36.1% Share Price Range of Share Prices Im plied by Im plied by Range of Median Vitria Share Price Offer Price Per TEV/Revenue and Discount TEV/Revenue of As Of 9/19/2006ShareFactors (3)Com parables Future Potential Share Price Analysis Present Value of Future Potential Share Prices (7) (8) (9)$2.78$2.75$1.88 — $2.71$2.35 (1) Per share calculations assume 34.3 million Vitria shares outstanding, on a fully diluted basis. (2) Trailing Twelve Months refers to twelve months ending 6/30/2006. (3) Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (4) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million. (5) Calculation based on 9/19/2006 Vitria closing price of $2.78. (6) Calculation based on 8/22/2006 Vitria closing price of $2.58 . (7) Future share prices based on Vitria’s projected CY2007 revenues provided to Jefferies Broadview by Vitria management. (8) Using discount rates ranging from 20.00% to 30.00% and TEV/Revenue ratios ranging from 0.88 x to 1.48 x. (9) Median implied share price calculated using a discount rate of 21.94% (calculated using CAPM and the median capital structure adjusted betas of the public company comparables).10

Valuation Summary ($ in Thousands Except Per Share Data) Implied Equity Implied Per Share Median Value From Value From Multiple or Applicable Vitria Balance Sheet Median Implied Per Share Value Range Median Multiples MethodologyPremiumFigureAdjustment (4)Multiples From Multiples or Premiums (1) or Premiums (1) Public Company Comparables Multiple of Trailing Twelve Months License Revenue (2)1.38 x$10,915$53,953$68,968$1.90 — $4.18$2.01 Multiple of Projected 12/31/06 License Revenue (3)1.74 x$10,622$53,953$72,419$1.89 — $2.78$2.11 Multiple of Trailing Twelve Months Revenue (2)1.18 x$46,673$53,953$108,851$1.82 — $5.47$3.18 Multiple of Projected 12/31/06 Revenue (3)0.51 x$43,885$53,953$76,445$1.81 — $3.47$2.23 Transaction Comparables Multiple of Revenue for Comparable Public and Private Companies (2)1.03 x$46,673$53,953$102,041$2.60 — $3.17$2.98 Premiums For Comparable Transactions Premium to Market Value 1 Trading Day Prior to Announcement (5)25.3%$2.78$119,369$2.82 — $5.05$3.48 Premium to Market Value 20 Trading Days Prior to Announcement (6)36.1%$2.58$120,312$2.36 — $5.32$3.51 Future Potential Share Price Analysis Present Value of Future Potential Share Prices (7) (8) (9)$80,679$1.88 — $2.71$2.35 Mean$2.73 High$3.51 Median$2.67 Low$2.01 (1) Per share calculations assume 34.3 million Vitria shares outstanding, on a fully diluted basis. (2) Trailing Twelve Months refers to twelve months ending 6/30/2006. (3) Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (4) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million. (5) Calculation based on 9/19/2006 Vitria closing price of $2.78. (6) Calculation based on 8/22/2006 Vitria closing price of $2.58. (7) Future share prices based on Vitria’s projected CY2007 revenues provided to Jefferies Broadview by Vitria management. (8) Using discount rates ranging from 20.00% to 30.00% and TEV/Revenue ratios ranging from 0.88 x to 1.48 x. (9) Median implied share price calculated using a discount rate of 21.94% (calculated using CAPM and the median capital structure adjusted betas of the public company comparables).

Implied Price Per Share (1) (4) (1) Per share calculations assume 34.3 million Vitria shares outstanding, on a fully diluted basis. (2) Trailing Twelve Months refers to twelve months ending 6/30/2006. (3) Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (4) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million. (5) Calculation based on 9/19/2006 Vitria closing price of $2.78. (6) Calculation based on 8/22/2006 Vitria closing price of $2.58. (7) Future share prices based on Vitria’s projected CY2007 revenues provided to Jefferies Broadview by Vitria management. (8) Using discount rates ranging from 20.00% to 30.00% and TEV/Revenue ratios ranging from 0.88 x to 1.48 x.12 (9) Median implied share price calculated using a discount rate of 21.94% (calculated using CAPM and the median capital structure adjusted betas of the public company comparables).

Appendix

Situation Analysis

Vitria Technology, Inc.
Situation Analysis

In reviewing the business of Vitria Technology, Inc. (“Vitria” or the “Company”), along with the current activity within the information technology (“IT”), communications and media industries, we have identified the following factors that, among others, may have a material impact on valuation.

Factors Positively Affecting The Value Of Vitria

Large And Growing Integration And Service Oriented Architecture (SOA) Software Platform Market Opportunity – According to International Data Corporation (“IDC”), the worldwide market for integration server software platforms was $2.0 billion in 2004. Furthermore, IDC expects this market to continue to grow at a Cumulative Annual Growth Rate (CAGR) of 9% growing to $3.1 billion in 2009¹. Additionally, Vitria, with the upcoming release of its SOA software platform (code named “Galileo”), which is expected to be generally available in Q3 2006, will be a participant in the fast growing market for SOA-driven development, deployment, data and information access software. This market was a $301 million market in 2004 and is expected to grow at a CAGR of 69% through 2009 representing a $4.2 billion market opportunity in 2009². Galileo is likely to be a key driver of Vitria’s growth in the future as customers transition from legacy Enterprise Application Integration (EAI) solutions to SOA based applications.

Large, Blue Chip Client Base And Strong Telecom And Healthcare Vertical Presence – As of March 31, 2006, Vitria had over 125 active customers across a range of vertical markets. Customers include such well-known names as AT&T, Blue Cross Blue Shield Association, DaimlerChrysler Services, Federal Express, Goodyear Tire and Rubber, KLA Tencor, Nissan North America, RBC Financial and Southern California Edison. The Company has particularly enjoyed success within the Telecom and Healthcare verticals where the Company holds a significant market share in its segment and has customers such as BellSouth, Cingular Wireless, Japan Telecom, Orange Communications, Blue Cross of Minnesota and PacifiCare Health Systems. Management views this customer base as a core asset, providing Vitria with a significant maintenance revenue stream, an established channel for the continued sale of existing products, as well as an opportunity for the sale of new products as they are introduced.

Recently Adopted And Implemented Restructuring Plan And An Effort To Attain Profitability – To stop the significant cash outflows in face of declining revenue, Vitria

1	From IDC report, Worldwide And North American Application Deployment Software 2005-2009 Forecast Update, dated August 2005.
2	From IDC report, Worldwide SOA-Driven Software 2005-2009 Forecast, dated December 2005.

Jefferies Broadview
A division of Jefferies & Company, Inc.

management, with the approval of the Company’s board of directors, has adopted a phased restructuring plan which will result in positive cash flows to the Company starting the quarter ending June 30, 2007. These cost reductions have been achieved through headcount reductions across most departments and closing of selected international offices. Achieving positive cash flow will strengthen the Company’s position as it awaits the rollout of Galileo which is expected to be a key revenue contributor in the future.

Strong Cash Position – For the period ended June 30, 2006, Vitria reported an ending net cash balance (cash and cash equivalents minus debt) of $54 million. In light of the difficult current market environment for software companies with sub-critical mass such as Vitria, having cash reserves has become increasingly important for companies that are not consistently cash flow positive. If management is able to effectively control resource expenditures, Vitria’s cash position will help to sustain the Company as a stand-alone entity.

Substantial Software Engineering Talent – Vitria management has focused on the recruitment and retention of software developers with deep programming knowledge and extensive development experience. As a result, the Company’s development organization, led by Vice President of Engineering Elizabeth Xu, consists of 52 employees¹ with significant experience in enterprise software development. This development organization has largely been responsible for Vitria’s innovative product offerings. Management believes that this depth of experience will continue to be a significant competitive advantage in the development of future products.

¹ As of July 21, 2006.

Jefferies Broadview
A division of Jefferies & Company, Inc.

Factors Negatively Affecting The Value Of Vitria

Limited New Customer Acquisition And Poor Financial Performance Of Recently Introduced Business Process Applications (BPA) Product Suite – Vitria has been relatively unsuccessful in attracting new customers. During the twelve months ending June 30, 2006, the Company generated revenues from more than 125 customers, with less than 8 being new customers. While Vitria continues to generate license and maintenance revenues from existing customers, sales to new customers represents the greatest growth opportunity for the Company. Additionally, Vitria has been unable to derive significant revenue from its latest major product introduction called Business Process Applications (BPA). Since introducing the BPAs over six quarters ago, Vitria has been able to sell only $0.9 million of BPA licenses. Given Vitria’s lack of success with recent product introductions, the financial success of Galileo remains uncertain. The lack of new customer acquisition and unpredictable success rates for new products are likely to continue to be challenges for the Company in the future.

Lack Of Revenue Visibility – With a sales cycle that can be as long as 12 months or more, management often has limited visibility into the timing of new customer orders resulting in quarterly forecasting challenges. As a result, despite the Company’s sizeable maintenance revenue stream, management has limited visibility into the timing of future revenues leading to significant challenges in revenue forecasting and planning. While management continues to see new sales opportunities for the Company’s products in the market, it has been unable to convert these opportunities into revenues in a predictable or consistent manner.

Poor Financial Performance – For the twelve-month period ended June 30, 2006, Vitria generated revenue of $46.7 million, representing a decline of 25.7% from revenue for the comparable period one year prior. Further, the Company has not achieved GAAP profitability since its 1999 initial public offering and has a cumulative net loss of more than $200 million since 1999. For the twelve-month period ended June 30, 2006, Vitria’s net loss was $11.6 million on a GAAP basis, representing a net income margin of (25%). Furthermore, Vitria management expects the revenue and net cash balance decline to continue with projected FY2006 revenue of $43.9 million as compared to FY2005 revenue of $53.7 million, a decline of (18%), and projected December 31, 2006 cash balance of $47.7 million as compared to December 31, 2005 cash balance of $61.5 million, a decline of $13.8 million.

Competitive Threat – Vitria faces competition from a number of vendors, many of whom have significantly greater marketing, distribution, financial and technological resources than the Company. Vitria’s primary competitors include larger platform vendors of Integration solutions including major technology vendors such as IBM and Sun Microsystems and midsize technology vendors such as BEA. While Vitria management believes that it sells a comprehensive and highly competitive offering, a

Jefferies Broadview
A division of Jefferies & Company, Inc.

number of the Company’s competitors offer software products that address similar customer needs. Further, the products provided by some of Vitria’s competitors are often part of broader software offerings, forcing the Company to compete against a broader solution or relationship sale.

Dependence On New Products For Future Growth – Vitria has historically generated revenue primarily through the sale of its legacy integration product called BusinessWare. Recognizing the need for additional products to support business growth and to stay current with emerging technologies, management has taken proactive steps to develop additional offerings, resulting in Vitria’s BPA suite and the soon to be released Galileo SOA platform. Should this growth in new product sales not materialize and reach forecasted levels, or if the market for SOA applications does not grow as expected, Vitria may not achieve its revenue and profitability targets.

Lack Of Equity Analyst Coverage – Vitria currently receives no equity analyst coverage. This lack of analyst coverage may make it difficult for potential investors to sufficiently understand the business fundamentals and value drivers of the Company. Further, the lack of broad analyst coverage and corresponding lack of regular analysis of the Company’s strategic and financial position may make it difficult for Vitria to garner institutional interest and build shareholder value going forward.

Jefferies Broadview
A division of Jefferies & Company, Inc.

Fairness Opinion Valuation Analysis

Valuation AnalysesOffer Analysis($Thousands, Except Per Share Data) Equity Offer Price Per Vitria Share (1)$2.75 Implied Equity Value$94,227 Balance Sheet Adjustment (4)$53,953 Implied Entity Value$40,274 Applicable Vitria Balance Sheet Multiple or Premium Median Multiple or MethodologyFigureAdjustment (4) Implied by Offer (1) Range of Multiples or PremiumsPremium Public Company Comparables Multiple of Trailing Twelve Months License Revenue (2)$10,915$53,9533.69 x1.01 x — 8.18 x1.38 x Multiple of Projected 12/31/06 License Revenue (3)$10,622$53,9533.79 x1.01 x — 3.89 x1.74 x Multiple of Trailing Twelve Months Revenue (2)$46,673$53,9530.86 x0.18 x — 2.86 x1.18 x Multiple of Projected 12/31/06 Revenue (3)$43,885$53,9530.92 x0.19 x — 1.48 x0.51 x Transaction Comparables Multiple of Revenue for Comparable Public and Private Companies (2)$46,673$53,9530.86 x0.76 x — 1.17 x1.03 x Premiums For Comparable Transactions Premium to Market Value 1 Trading Day Prior to Announcement (5)$2.78(1.1%)1.3% — 81.7%25.3% Premium to Market Value 20 Trading Days Prior to Announcement (6)$2.586.6%(8.6%) — 106.4%36.1% Share Price Implied Range of Share Prices Implied by Median Vitria Share Price As Offer Price Per by Range of TEV/Revenue and TEV/Revenue of Of 9/19/2006ShareDiscount Factors (3)Comparables Future Potential Share Price Analysis Present Value of Future Potential Share Prices (7) (8) (9)$2.78$2.75$1.88 — $2.71$2.35 (1) Per share calculations assume 34.3 million Vitria shares outstanding, on a fully diluted basis. (2) Trailing Twelve Months refers to twelve months ending 6/30/2006. (3) Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (4) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million. (5) Calculation based on 9/19/2006 Vitria closing price of $2.78. (6) Calculation based on 8/22/2006 Vitria closing price of $2.58. (7) Future share prices based on Vitria’s projected CY2007 revenues provided to Jefferies Broadview by Vitria management. (8) Using discount rates ranging from 20.00% to 30.00% and TEV/Revenue ratios ranging from 0.88 x to 1.48 x. (9) Median implied share price calculated using a discount rate of 21.94% (calculated using CAPM and the median capital structure adjusted betas of the public company comparables). Jefferies Broadview Page 2A division of Jefferies & Company, Inc.

Transaction Description And Consideration Value

Transaction Description We understand that Vitria Technology, Inc. (“Vitria” or the “Company”), Innovation Technology Group, Inc. (“Parent”), and ITG Acquisition, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”), propose to enter into an Agreement and Plan of Merger (the “Agreement”) pursuant to which Merger Sub will merge with and into Vitria (the “Merger”) and that as a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and shall succeed to and assume all the rights and obligations of Merger Sub. We further understand that pursuant to the Agreement, each issued and outstanding share of Vitria common stock (other than the Appraisal Shares (as defined in the Agreement) and shares of common stock held by the Company, Parent and members of the Parent Group (as defined in the Agreement), and any of their direct or indirect subsidiaries) will be cancelled and converted into the right to receive $2.75 in cash (the “Merger Consideration”). The terms and conditions of the Merger are more fully detailed in the Agreement. For the purposes of this opinion, “Shareholders” shall mean all holders of Vitria common stock other than the Company, Parent and members of the Parent Group, and any of their respective direct or indirect subsidiaries, the Chang Family Trust and holders of the Appraisal Shares.

Consideration Value(Thousands, Except Per Share Data)Vitria Common Shares Outstanding (1)34,260Vitria Common Share Equivalents (1)(2)4Implied Total Shares To Be Acquired34,264Vitria Share Price as of 9/19/06$2.78Cash Offer Per Vitria Share$2.75Implied Value of Cash Offered$94,227Implied Equity Value$94,227Balance Sheet Adjustment (3)$53,953Implied Entity Value$40,274

(1) Provided by Vitria management, as of 9/19/2006. (2) Calculated using the treasury method for option dilution at the offer price of $2.75 per share. Option table as of 9/19/2006, provided by Vitria management. (3) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million.Jefferies BroadviewPage 1A division of Jefferies & Company, Inc.

Valuation Analyses Offer Analysis ($Thousands, Except Per Share Data) Equity Offer Price Per Vitria Share (1)$2.75 Implied Equity Value$94,227 Balance Sheet Adjustment (4)$53,953 Implied Entity Value$40,274 Applicable Vitria Balance Sheet Multiple or Premium Median Multiple or MethodologyFigureAdjustment (4) Implied by Offer (1) Range of Multiples or PremiumsPremium Public Company Comparables Multiple of Trailing Twelve Months License Revenue (2)$10,915$53,9533.69 x1.01 x — 8.18 x1.38 x Multiple of Projected 12/31/06 License Revenue (3)$10,622$53,9533.79 x1.01 x — 3.89 x1.74 x Multiple of Trailing Twelve Months Revenue (2)$46,673$53,9530.86 x0.18 x — 2.86 x1.18 x Multiple of Projected 12/31/06 Revenue (3)$43,885$53,9530.92 x0.19 x — 1.48 x0.51 x Transaction Comparables Multiple of Revenue for Comparable Public and Private Companies (2)$46,673$53,9530.86 x0.76 x — 1.17 x1.03 x Premiums For Comparable Transactions Premium to Market Value 1 Trading Day Prior to Announcement (5)$2.78(1.1%)1.3% — 81.7%25.3% Premium to Market Value 20 Trading Days Prior to Announcement (6)$2.586.6%(8.6%) — 106.4%36.1% Share Price Implied Range of Share Prices Implied by Median Vitria Share Price As Offer Price Per by Range of TEV/Revenue and TEV/Revenue of Of 9/19/2006ShareDiscount Factors (3)Comparables Future Potential Share Price Analysis Present Value of Future Potential Share Prices (7) (8) (9)$2.78$2.75$1.88 — $2.71$2.35 (1) Per share calculations assume 34.3 million Vitria shares outstanding, on a fully diluted basis. (2) Trailing Twelve Months refers to twelve months ending 6/30/2006. (3) Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (4) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million. (5) Calculation based on 9/19/2006 Vitria closing price of $2.78. (6) Calculation based on 8/22/2006 Vitria closing price of $2.58. (7) Future share prices based on Vitria’s projected CY2007 revenues provided to Jefferies Broadview by Vitria management. (8) Using discount rates ranging from 20.00% to 30.00% and TEV/Revenue ratios ranging from 0.88 x to 1.48 x. (9) Median implied share price calculated using a discount rate of 21.94% (calculated using CAPM and the median capital structure adjusted betas of the public company comparables). Jefferies Broadview Page 2A division of Jefferies & Company, Inc.

C O N F I D E N T I A L D R A F T Valuation Analyses Valuation Summary ($Thousands, Except Per Share Data) Equity Offer Price Per Vitria Share (1)$2.75 Implied Equity Value$94,227 Balance Sheet Adjustment (4)$53,953 Implied Entity Value$40,274 Implied Per Share Median Implied Equity Value From Multiple or Applicable Vitria Balance Sheet Value From Implied Per Share Value Range Median Multiples MethodologyPremiumFigureAdjustment (4) Median Multiples From Multiples or Premiums (1) or Premiums (1) Public Company Comparables Multiple of Trailing Twelve Months License Revenue (2)1.38 x$10,915$53,953$68,968$1.90 — $4.18$2.01 Multiple of Projected 12/31/06 License Revenue (3)1.74 x$10,622$53,953$72,419$1.89 — $2.78$2.11 Multiple of Trailing Twelve Months Revenue (2)1.18 x$46,673$53,953$108,851$1.82 — $5.47$3.18 Multiple of Projected 12/31/06 Revenue (3)0.51 x$43,885$53,953$76,445$1.81 — $3.47$2.23 Transaction Comparables Multiple of Revenue for Comparable Public and Private Companies (2)1.03 x$46,673$53,953$102,041$2.60 — $3.17$2.98 Premiums For Comparable Transactions Premium to Market Value 1 Trading Day Prior to Announcement (5)25.3%$2.78$119,369$2.82 — $5.05$3.48 Premium to Market Value 20 Trading Days Prior to Announcement (6)36.1%$2.58$120,312$2.36 — $5.32$3.51 Future Potential Share Price Analysis Present Value of Future Potential Share Prices (7) (8) (9)$80,679$1.88 — $2.71$2.35 Mean$2.73 High$3.51 Median$2.67 Low$2.01 (1) Per share calculations assume 34.3 million Vitria shares outstanding, on a fully diluted basis. (2) Trailing Twelve Months refers to twelve months ending 6/30/2006. (3) Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (4) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million. (5) Calculation based on 9/19/2006 Vitria closing price of $2.78. (6) Calculation based on 8/22/2006 Vitria closing price of $2.58. (7) Future share prices based on Vitria’s projected CY2007 revenues provided to Jefferies Broadview by Vitria management. (8) Using discount rates ranging from 20.00% to 30.00% and TEV/Revenue ratios ranging from 0.88 x to 1.48 x. (9) Median implied share price calculated using a discount rate of 21.94% (calculated using CAPM and the median capital structure adjusted betas of the public company comparables). Jefferies Broadview Page 3A division of Jefferies & Company, Inc.

Valuation Analyses Graphical Valuation Summary

(1) Per share calculations assume 34.3 million Vitria shares outstanding, on a fully diluted basis. (2) Trailing Twelve Months refers to twelve months ending 6/30/2006. (3) Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (4) As of 6/30/2006, the Company had $53.95 million in cash and $0.00 million in debt, yielding a net balance sheet adjustment of $53.95 million. (5) Calculation based on 9/19/2006 Vitria closing price of $2.78. (6) Calculation based on 8/22/2006 Vitria closing price of $2.58. (7) Future share prices based on Vitria’s projected CY2007 revenues provided to Jefferies Broadview by Vitria management. (8) Using discount rates ranging from 20.00% to 30.00% and TEV/Revenue ratios ranging from 0.88 x to 1.48 x. (9) Median implied share price calculated using a discount rate of 21.94% (calculated using CAPM and the median capital structure adjusted betas of the public company comparables). Jefferies Broadview Page 4A division of Jefferies & Company, Inc.

Vitria 1-Year Trading History Historical Daily Share Price And Volume Performance From September 21, 2005 — September 19, 2006

Vitria 1-Year Trading History Historical Daily Trading Volume Histogram From September 21, 2005 — September 19, 2006

Vitria 3-Year Trading History Historical Daily Share Price And Volume Performance From September 19, 2003 — September 19, 2006

1-Year Index Of Public Company Comparables Vs. Vitria And The NASDAQ Composite Historical Daily Share Price Performance From September 21, 2005 — September 19, 2006

Public Company Comparables Analysis Enterprise Software Companies, With TTM Revenue $20 Million, TTM Revenue Growth (10%) And TTM EBIT Margin (10%) ($Thousands) Operating and Valuation Statistics Projected TTM Projected Projected Total 12/31/06 Projected TEV/License 12/31/06 TTM 12/31/06 Equity Market Net Cash (Cash Enterprise TTM License License TTM Revenue 12/31/06 TTM Revenue TTM EBIT Revenue TEV/License TEV/Revenue TEV/Revenue Company (1)Capitalization — Debt)Value (2) Revenue (3) Revenue (4)(3)Revenue Growth (3) TTM EBIT (3) Margin (3)(2)(3)(4) Revenue (4)(2)(3)(4) I-Many, Inc. [IMNY]$100,820$15,613$85,207$4,797NA$29,789NA(17.5%)($12,264)(41.2%)NMNA2.86 xNA Critical Path, Inc. [CPTH]5,640 (127,430)133,070 16,271 NA55,321 NA(22.7%)(9,903)(17.9%)8.18 xNA2.41 xNA Supportsoft, Inc. [SPRT]185,240 122,454 62,786 19,924 16,160 47,798 42,501 (21.8%)(8,708)(18.2%)3.15 x3.89 x1.31 x1.48 x The SCO Group, Inc. [SCOX]47,570 15,970 31,600 25,128 NA30,418 NA(19.0%)(14,348)(47.2%)1.26 xNA1.04 xNA Trintech Group plc [TTPA] (5)52,529 29,250 23,279 22,936 22,989 46,524 45,421 (16.8%)(5,587)(12.0%)1.01 x1.01 x0.50 x0.51 x Selectica, Inc. [SLTC]75,792 71,851 3,941 2,865 2,267 21,570 21,291 (29.2%)(12,218)(56.6%)1.38 x1.74 x0.18 x0.19 x Mean77,932 21,285 56,647 15,320 13,805 38,570 36,404 (21.2%)(10,505)(32.2%)3.00 x2.21 x1.38 x0.72 x High185,240 122,454 133,070 25,128 22,989 55,321 45,421 (16.8%)(5,587)(12.0%)8.18 x3.89 x2.86 x1.48 x Median$64,160$22,610$47,193$18,098$16,160$38,471$42,501(20.4%)($11,061)(29.7%)1.38 x1.74 x1.18 x0.51 x Low5,640 (127,430)3,941 2,865 2,267 21,570 21,291 (29.2%)(14,348)(56.6%)1.01 x1.01 x0.18 x0.19 x VITRIA (6) (7)$95,255$53,953$41,302$10,915$10,622$46,673$43,885(25.7%)($12,619)(27.0%)3.78 x3.89 x0.88 x0.94 x (1) Valuation information calculated using the closing price on 9/19/06. Projected financials calculated from selected analyst reports. (2) Total Enterprise Value (TEV) defined as Equity Market Capitalization (EMC) plus total debt and preferred stock less cash and cash equivalents. (3) TTM refers to the Trailing Twelve Months ended 6/30/06 except for TTPA and SCOX, with respect to which TTM refers to the period ended 7/31/06. (4) Not Available (NA) where projected figures are not available; Not Meaningful (NM) where TTM TEV/License Revenue multiples greater than 15x. (5) Trintech Group TTM financials are pro forma as if the business continued to exist without executing the recent divestiture of its payment systems business (announced on 8/14/06). Pro-forma financials were used due to unavailability of actual TTM financials for the continuing business only. Pro forma financials for the most recent quarter assume license revenues account for 50% of total revenues, a tax rate of 0.40% and no restructuring charges. Financial projections for Trintech Group from analyst report issued prior to the announcement of the divestiture. (6) TTM Vitria financials refer to the period ended 6/30/2006. Vitria’s projected CY2006 revenues provided to Jefferies Broadview by Vitria management. (7) Vitria TTM TEV/EBIT ratio was negative and therefore not meaningful, and thus not used in this analysis.

Descriptions Of Public Company Comparables Enterprise Software Companies, With TTM Revenue $20 Million, TTM Revenue Growth (10%) And TTM EBIT Margin (10%) CompanyDescriptionCompanyDescription I-many, Inc.I-many provides software that allows customers to manage Critical Path, Inc.Critical Path provides software and services for messaging and various aspects of their contract-based, business-to-business identity management applications. Its messaging solutions relationships, including contract creation, repository, actionable provide e-mail and other messaging services that are accessible terms tracking, and reporting; contract compliance management via wireless devices, the Web, and desktop email; “push” e-mail for verification of compliance and accuracy of orders, shipments, solutions for mobile telephones; and anti-spam and anti-virus invoices, rebates, and payments; cash collection, deductions solutions. The company’s identity management solutions include management, and dispute resolution based on analysis of data and directory integration, user provisioning, and password agreed to contract terms and conditions; and evaluation of the management. effectiveness of contracts and business operations. Supportsoft, Inc.Supportsoft provides real-time service management software The SCO Group, Inc. SCO Group provides UNIX-based products and services. that enables identification, diagnosis, and resolution of Products include OpenServer and UnixWare. The company’s technology-related issues associated with the initiation and OpenServer supports multiuser, transaction and business support of services and products delivered across broadband applications, communications gateways, and mail and and corporate computing networks.messaging servers in both host and client/server environments. UnixWare is a deployment platform for industry standard Intel processor systems. Trintech Group plcTrintech Group provides secure payment infrastructure and Selectica, Inc.Selectica develops configuration, pricing management, and transaction reconciliation software globally. The company also quoting solutions for automating customers’ opportunity to order develops transaction reconciliation software that allows its process. Its applications are designed to enable enterprises to customers to improve enterprise funds management and develop and deploy an Internet sales channel that assists their payment lifecycle management, including account reconciliation customers, partners, and employees through the selection, and risk management functions for receipts and payments configuration, pricing, quoting, and fulfillment processes. transactions. Jefferies Broadview Page 10A division of Jefferies & Company, Inc.

Selected M&A Transaction Comparables North American Software Sellers With TTM Revenue Between $20 Million And $100 Million, Negative TTM Revenue Growth And TTM EBIT Margin (10%) Since January 1, 2004 (1) ($Millions) Seller TTM Adjusted Price Seller TTM Revenue Seller TTM EBIT Adjusted Price/ Announce Date BuyerSellerSeller Description(2)RevenueGrowthMarginTTM Revenue 08/03/05 SSA Global Technologies, E.Piphany, Inc.Provides customer relationship $84.0$71.6(22.3%)(34.3%)1.17 x Inc.management (CRM) software. 07/25/06 Francisco PartnersWatchGuard Technologies, Enterprise internet security software $75.5$73.3(4.8%)(15.3%)1.03 x Inc. (3)(user authentication, data encryption) 03/01/05 Golden Gate Capital Blue Martini Software, Inc. Developer of sales optimization 21.428.3(13.2%)(39.2%)0.76 x Management (Multi-Channel software solutions for sales, marketing, Holdings, Inc.) and commerce. Mean0.99 x High1.17 x Median1.03 x Low0.76 x (1) Only North American public software sellers were considered for this analysis due to unavailability of reliable financial metrics for private sellers. (2) Prices paid have been adjusted for cash and debt on the seller’s balance sheet at the time of acquisition. (3) Pending transaction.

Public Seller Premiums Analysis — 1 Trading Day Prior To Announcement Software Transactions With North American Sellers And Equity Consideration Between $50 Million And $250 Million At Announcement Since January 1, 2004

Public Seller Premiums Analysis Software Transactions With North American Sellers And Equity Consideration Between $50 Million And $250 Million At Announcement Since January 1, 2004 ($ Millions) Premium Paid To Equity Premium Paid To Equity Twenty Trading Consideration At Equity One Trading Days Before Announce Date Buyer Seller Announce Day Before Announce Announce 05/09/05 ScanSoft, Inc. Nuance Communications, Inc. $233.6 81.7% 106.4% 01/28/04 Fidelity National Financial, Inc. Sanchez Computer Associates, Inc. 183.9 16.1% 62.9% 07/29/05 Vista Equity Partners MDSI Mobile Data Solutions, Inc. 70.7 55.3% 60.6% 02/04/04 Hewlett-Packard Company Novadigm, Inc. 122.9 28.4% 52.5% 08/22/05 BEA Systems, Inc. Plumtree Software, Inc. 205.8 13.2% 51.1% 03/01/05 Multi-Channel Holdings, Inc. (Golden Gate Blue Martini Software, Inc. 54.3 63.3% 50.9% Capital) 10/05/04 Kronos, Inc. AD OPT Technologies, Inc. 55.3 28.6% 50.6% 12/20/05 Progress Software Corporation NEON Systems, Inc. 67.7 42.5% 48.0% 04/12/06 Oracle Corporation Portal Software, Inc. 217.4 16.9% 41.6% 04/29/04 BMC Software, Inc. Marimba, Inc. 238.5 69.4% 40.1% 07/29/05 Sybase, Inc. Extended Systems, Inc. 71.3 29.7% 39.4% 12/02/05 Fluke Electronics Corporation (Danaher Visual Networks, Inc. 79.7 25.3% 38.6% Corporation) 02/17/05 SS &C Technologies, Inc. Financial Models Company, Inc. 159.5 44.5% 36.2% 09/07/06 Thoma Cressey Equity Partners Embarcadero Technologies, Inc. (1) 231.9 28.9% 36.0% 01/24/05 Activant Solutions, Inc. Speedware Corporation Inc. 101.1 44.8% 32.5% 01/05/06 Infor Global Solutions AG Datastream Systems, Inc. 233.0 16.7% 28.3% 02/08/06 Borland Software Corporation Segue Software, Inc. 115.3 25.3% 25.1% 01/07/05 JPMorgan Chase & Company Vastera, Inc. 128.6 50.0% 23.5% Jefferies Broadview Page 14 A division of Jefferies & Company, Inc.

Public Seller Premiums Analysis Software Transactions With North American Sellers And Equity Consideration Between $50 Million And $250 Million At Announcement Since January 1, 2004 ($Millions) Premium Paid To Equity Premium Paid To Equity Twenty Trading Consideration At Equity One Trading Days Before Announce Date BuyerSellerAnnounce Day Before AnnounceAnnounce 09/03/04 Inovis International, Inc.QRS Corporation113.410.2%21.7% 04/24/06 JDA Software Group Inc.Manugistics Group, Inc. 211.25.9%16.8% 10/03/05 Symantec Corporation BindView Development Corporation212.614.3%15.6% 09/27/05 Enghouse Systems Ltd. (Syntellect, Inc.)Apropos Technology, Inc. 50.57.0%9.5% 10/06/05 Saba Software, Inc.Centra Software, Inc.58.41.3%6.6% 06/06/06 Made2Manage Systems (Battery Ventures & Onyx Software, Inc.92.515.1%4.1% Thoma Cressey Equity Partners) 07/25/06 Francisco PartnersWatchGuard Technologies, Inc. (1)150.913.9%(7.2%) 01/12/04 Stellent, Inc.Optika Inc.58.93.3%(8.6%) Mean28.9%34.0% High81.7%106.4% Median25.3%36.1% Low1.3%(8.6%) (1) Pending transaction. Jefferies Broadview Page 15A division of Jefferies & Company, Inc.

Present Value Of Projected Vitria Share PricePresent Value Of Share Price Based On Revenues For Twelve Months Ending 12/31/07 At Various Discount Rates (3) Multiple of Vitria Projected 12/31/07 Implied Future Revenue (4) Share Price20.00%21.94% (5)25.00%27.50%27.89% (6)30.00% 0.88 x$2.69$2.10$2.06$1.99$1.93$1.93$1.88 0.98 x$2.83$2.20$2.16$2.08$2.03$2.02$1.98 1.08 x$2.96$2.30$2.26$2.18$2.12$2.11$2.07 1.18 x$3.09$2.41$2.35$2.28$2.22$2.21$2.16 1.28 x$3.22$2.51$2.45$2.37$2.31$2.30$2.25 1.38 x$3.35$2.61$2.55$2.47$2.40$2.39$2.34 1.48 x$3.48$2.71$2.65$2.56$2.50$2.49$2.43

($Thousands, Except Per Share Data) 52 Week High$3.37 Current Share Price As Of 9/19/06$2.78 52 Week Low$2.40 Calculation Of Implied Share Price Based On Median TTM TEV / Revenue Of Comparables Projected Median TTM Vitria Projected Projected Net Shares TEV / Revenue 12/31/07 Cash (12/31/07) Outstanding Implied Future of Comparables Revenue (1)(2)(12/31/07) (2) Share Price 1.18 x$44,675$53,19134,264$3.09 Sensitivity Analysis

Number Of Shares Outstanding34,264 Projected 12/31/07 Revenue$44,675 Median TTM TEV / Revenue Of Public Company Comparables1.18 x Present Value Of Share Price Based On Revenues For Twelve Months Ending 12/31/07 At Various Discount Rates (3) 20.00%21.94% (5)25.00%27.50%27.89% (6)30.00% $2.41$2.35$2.28$2.22$2.21$2.16

(1) CY2007 projections provided by Vitria management. (2) Projected net cash balance provided by Vitria management as of 8/24/2006; projected shares outstanding assumed to stay constant as of 9/19/2006. (3) Assumes that results are reported thirty days after end of period. (4) Projected revenue multiples range based on analysis of public company comparables. (5) Based on CAPM and median beta (adjusted for capital structure) of the public company comparables. (6) Based on CAPM and Vitria’s historical beta.

Jefferies Broadview Page 16A division of Jefferies & Company, Inc.

Discount Rate Calculation ($Thousands, Except Per Share Data) Equity Market Public Company ComparablesLevered Beta (1)CapitalizationTotal DebtCorporate Tax Rate (2) Unlevered Beta (3) I-Many, Inc. [IMNY]1.59$100,820$18639.30%1.59 Critical Path, Inc. [CPTH]2.235,640147,69638.00%0.13 Supportsoft, Inc. [SPRT]2.09185,2400NM2.09 The SCO Group, Inc. [SCOX]1.5447,5700NM1.54 Trintech Group plc [TTPA]0.4952,52943712.50%0.49 Selectica, Inc. [SLTC]0.4875,7920NM0.48 Median of Comparables1.571.01 VITRIA (1)1.84 Calculation Of Vitria Levered Beta Based On Median Beta Of Comparables Equity Market VitriaUnlevered Beta (3)CapitalizationTotal DebtCorporate Tax Rate Levered Beta VITRIA1.01$95,255$0NM1.01 Calculation Of Vitria Cost Of Equity Market Risk Premium (4):7.20% Risk Free Rate (5):4.74% Small Capitalization Premium (4):9.90% CAPM:(Risk Free Rate + (Levered Beta * Market Risk Premium) + Small Capitalization Premium) Cost of Equity Based on Beta of Comparables (6)21.94% Cost of Equity Based on Vitria Historical Beta27.89% (1) Levered betas from Bloomberg using weekly data for the period from 9/19/2003 to 9/15/2006. (2) All corporate tax rates aggregate federal, state and foreign tax rates from each company’s latest 10-K filing; excludes all net operating loss carryforwards and tax credits. (3) Unlevered Beta = Levered Beta * (Equity Market Capitalization / (Debt * (1- Corporate Tax Rate) + Equity Market Capitalization)). (4) Source: Ibbotson Associates, Inc., Stocks, Bonds, Bills, and Inflation 2005 Valuation Yearbook , Ibbotson and Associates, Chicago, 2005. (5) 10 Year U.S. Treasury Bond Rate as of 9/19/2006. (6) Calculated using the levered beta derived from the median unlevered beta of the public company comparables and Vitria’s capital structure. Jefferies Broadview Page 17A division of Jefferies & Company, Inc.