Exhibit 10.7

COMMERCE ONE, INC.

2004 INDUCEMENT PLAN

NOTICE OF GRANT OF STOCK PURCHASE RIGHT

Unless otherwise defined herein, the terms defined in the
2004 Inducement Plan (the "Plan") shall have the same defined meanings in this
Notice of Grant.

[Grantee's Name and Address]

You have been granted the right to purchase Common Stock
of the Company, subject to the Company's Repurchase Option and your ongoing
status as a Service Provider (as described in the Plan and the attached
Restricted Stock Purchase Agreement), as follows:

|Grant Number:                                                | _________________________
|------------------------------------------------------------ | -------------------------
|Date of Grant:                                               | _________________________
|Price Per Share:                                             | $________________________
|Total Number of Shares Subject to This Stock Purchase
Right: | _________________________
|Expiration Date:                                             | _________________________

YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE
EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO
PURCHASE THE SHARES. By your signature and the signature of the Company's
representative below, you and the Company agree that this Stock Purchase Right
is granted under and governed by the terms and conditions of the 2004 Inducement
Plan and the Restricted Stock Purchase Agreement, attached hereto as
Exhibit A-1, both of which are made a part of this document. You
further agree to execute the attached Restricted Stock Purchase Agreement as a
condition to purchasing any shares under this Stock Purchase Right.

|GRANTEE:                         |  | COMMERCE ONE, INC.                   
|-------------------------------- |  | -------------------------------------
|________________________________ |  | _____________________________________
|Signature                        |  | By                                   
|________________________________ |  | _____________________________________
|Print Name                       |  | Title                                

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EXHIBIT A-1

COMMERCE ONE, INC.

2004 INDUCEMENT PLAN

RESTRICTED STOCK PURCHASE AGREEMENT



Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Restricted Stock Purchase
Agreement.

WHEREAS, the Purchaser named in the Notice of Grant (the
"Purchaser") is a Service Provider and the Purchaser's continued participation
is considered by the Company to be important for the Company's continued growth;
and

WHEREAS, in order to give the Purchaser an opportunity to
acquire an equity interest in the Company as an incentive for the Purchaser to
participate in the affairs of the Company, the Administrator has granted to the
Purchaser a Stock Purchase Right subject to the terms and conditions of the Plan
and the Notice of Grant, which are incorporated herein by reference, and
pursuant to this Restricted Stock Purchase Agreement (the "Agreement").

NOW THEREFORE, the parties agree as follows:

1. Sale of Stock. The Company hereby agrees to sell
to the Purchaser and the Purchaser hereby agrees to purchase shares of the
Company's Common Stock (the "Shares"), at the per Share purchase price and as
otherwise described in the Notice of Grant.
2. Payment of Purchase Price. The purchase price for
the Shares may be paid by delivery to the Company at the time of execution of
this Agreement of cash, a check, or some combination thereof.
3. Repurchase Option.
4. In the event the Purchaser ceases to be a Service
Provider for any or no reason (including death or disability) before all of the
Shares are released from the Company's Repurchase Option (see Section 4),
the Company shall, upon the date of such termination (as reasonably fixed and
determined by the Company) have an irrevocable, exclusive option (the
"Repurchase Option") for a period of sixty (60) days from such date to
repurchase up to that number of shares which constitute the Unreleased Shares
(as defined in Section 4) at the original purchase price per share (the
"Repurchase Price"). The Repurchase Option shall be exercised by the Company by
delivering written notice to the Purchaser or the Purchaser's executor (with a
copy to the Escrow Holder) AND, at the Company's option, (i) by delivering
to the Purchaser or the Purchaser's executor a check in the amount of the
aggregate Repurchase Price, or (ii) by canceling an amount of the
Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price,
or (iii) by a combination of (i) and (ii) so that the combined payment
and cancellation of indebtedness equals the aggregate Repurchase Price. Upon
delivery of such notice and the payment of the aggregate Repurchase Price, the
Company shall become the legal and beneficial owner of the Shares being
repurchased and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the number
of Shares being repurchased by the Company.
5. Whenever the Company shall have the right to repurchase
Shares hereunder, the Company may designate and assign one or more employees,
officers, directors or shareholders of the Company or other persons or
organizations to exercise all or a part of the Company's purchase rights under
this Agreement and purchase all or a part of such Shares. If the Fair Market
Value of the Shares to be repurchased on the date of such designation or
assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such
Shares, then each such designee or assignee shall pay the Company cash equal to
the difference between the Repurchase FMV and the aggregate Repurchase Price of
such Shares.
6. Release of Shares From Repurchase Option.
7. [[insert percentage] of the Shares shall be released from
the Company's Repurchase Option [insert number] months after the Date of Grant
and [insert percentage] of the Shares every [insert number] months thereafter
such that the Company's Repurchase Right shall completely lapse [insert number]
years after the Date of Grant; provided, however, that the Purchaser does not
cease to be a Service Provider prior to the date of any such release].
8. Any of the Shares that have not yet been released from
the Repurchase Option are referred to herein as "Unreleased Shares."
9. The Shares that have been released from the Repurchase
Option shall be delivered to the Purchaser at the Purchaser's request (see
Section 6).
10. Restriction on Transfer. Except for the escrow
described in Section 6 or the transfer of the Shares to the Company or its
assignees contemplated by this Agreement, none of the Shares or any beneficial
interest therein shall be transferred, encumbered or otherwise disposed of in
any way until such Shares are released from the Company's Repurchase Option in
accordance with the provisions of this Agreement, other than by will or the laws
of descent and distribution.
11. Escrow of Shares.
12. To ensure the availability for delivery of the
Purchaser's Unreleased Shares upon repurchase by the Company pursuant to the
Repurchase Option, the Purchaser shall, upon execution of this Agreement,
deliver and deposit with an escrow holder designated by the Company (the "Escrow
Holder") the share certificates representing the Unreleased Shares, together
with the stock assignment duly endorsed in blank, attached hereto as
Exhibit A-2. The Unreleased Shares and stock assignment shall be
held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the
Company and Purchaser attached hereto as Exhibit A-3, until such
time as the Company's Repurchase Option expires.
13. The Escrow Holder shall not be liable for any act it may
do or omit to do with respect to holding the Unreleased Shares in escrow while
acting in good faith and in the exercise of its judgment.
14. If the Company or any assignee exercises the Repurchase
Option hereunder, the Escrow Holder, upon receipt of written notice of such
exercise from the proposed transferee, shall take all steps necessary to
accomplish such transfer.
15. When the Repurchase Option has been exercised or expires
unexercised or a portion of the Shares has been released from the Repurchase
Option, upon request the Escrow Holder shall promptly cause a new certificate to
be issued for the released Shares and shall deliver the certificate to the
Company or the Purchaser, as the case may be.
16. Subject to the terms hereof, the Purchaser shall have all
the rights of a shareholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and to
receive any cash dividends declared thereon. If, from time to time during the
term of the Repurchase Option, there is (i) any stock dividend, stock split
or other change in the Shares, or (ii) any merger or sale of all or
substantially all of the assets or other acquisition of the Company, any and all
new, substituted or additional securities to which the Purchaser is entitled by
reason of the Purchaser's ownership of the Shares shall be immediately subject
to this escrow, deposited with the Escrow Holder and included thereafter as
"Shares" for purposes of this Agreement and the Repurchase Option.
17. Legends. The share certificate evidencing the
Shares, if any, issued hereunder shall be endorsed with the following legend (in
addition to any legend required under applicable state securities
laws):
18. Adjustment for Stock Split. All references to the
number of Shares and the purchase price of the Shares in this Agreement shall be
appropriately adjusted to reflect any stock split, stock dividend or other
change in the Shares that may be made by the Company after the date of this
Agreement.
19. Tax Consequences. The Purchaser has reviewed with
the Purchaser's own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this
Agreement. The Purchaser is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. The Purchaser
understands that the Purchaser (and not the Company) shall be responsible for
the Purchaser's own tax liability that may arise as a result of the transactions
contemplated by this Agreement. The Purchaser understands that Section 83
of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary
income the difference between the purchase price for the Shares and the
Fair Market Value of the Shares as of the date any restrictions on the Shares
lapse. In this context, "restriction" includes the right of the Company to buy
back the Shares pursuant to the Repurchase Option. The Purchaser understands
that the Purchaser may elect to be taxed at the time the Shares are purchased
rather than when and as the Repurchase Option expires by filing an election
under Section 83(b) of the Code with the IRS within 30 days from the date
of purchase. The form for making this election is attached as Exhibit A-
4 hereto.
20. General Provisions.
21. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules of California. This Agreement,
subject to the terms and conditions of the Plan and the Notice of Grant,
represents the entire agreement between the parties with respect to the purchase
of the Shares by the Purchaser. Subject to Section 15(c) of the Plan, in
the event of a conflict between the terms and conditions of the Plan and the
terms and conditions of this Agreement, the terms and conditions of the Plan
shall prevail. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Agreement.
22. Any notice, demand or request required or permitted to be
given by either the Company or the Purchaser pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of
this Agreement or such other address as a party may request by notifying the
other in writing.
23. The rights of the Company under this Agreement shall be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. The rights and obligations of the Purchaser
under this Agreement may only be assigned with the prior written consent of the
Company.
24. Either party's failure to enforce any provision of this
Agreement shall not in any way be construed as a waiver of any such provision,
nor prevent that party from thereafter enforcing any other provision of this
Agreement. The rights granted both parties hereunder are cumulative and shall
not constitute a waiver of either party's right to assert any other legal remedy
available to it.
25. The Purchaser agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.
26. PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

By Purchaser's signature below, Purchaser represents that he
or she is familiar with the terms and provisions of the Plan, and hereby accepts
this Agreement subject to all of the terms and provisions thereof. Purchaser has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Purchaser agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Purchaser further agrees to notify the Company upon any change in the residence
indicated in the Notice of Grant.

DATED: __________________________

|PURCHASER:                       |  | COMMERCE ONE, INC.                   
|-------------------------------- |  | -------------------------------------
|________________________________ |  | _____________________________________
|Signature                        |  | By                                   
|________________________________ |  | _____________________________________
|Print Name                       |  | Title                                

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EXHIBIT A-2

ASSIGNMENT SEPARATE FROM CERTIFICATE



FOR VALUE RECEIVED I, _______________________________, hereby
sell, assign and transfer unto 
 (__________) shares of the Common Stock of Commerce One,
Inc., standing in my name of the books of said corporation represented by
Certificate No. _____ herewith and do hereby irrevocably constitute and
appoint to transfer said stock on the books of the within named corporation with
full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase Agreement (the "Agreement") between Commerce One, Inc.
and the undersigned dated ______________, 20___

Dated: _______________, 20___

Signature:______________________________











INSTRUCTIONS: Please do not fill in any blanks other than
the signature line. The purpose of this assignment is to enable the Company to
exercise the Repurchase Option, as set forth in the Agreement, without requiring
additional signatures on the part of the Purchaser.

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EXHIBIT A-3

JOINT ESCROW INSTRUCTIONS



__________________, 20___

Corporate Secretary
                   Commerce One, Inc.
                   One Market, Steuart Tower
                   Suite 1300
                   San Francisco, CA 94105



Dear __________:

As Escrow Agent for both Commerce One, Inc. (the "Company"),
and the undersigned purchaser of stock of the Company (the "Purchaser"), you are
hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of that certain Restricted Stock Purchase Agreement ("Agreement")
between the Company and the undersigned, in accordance with the following
instructions:

1. In the event the Company and/or any assignee of the
Company (referred to collectively as the "Company") exercises the Company's
Repurchase Option set forth in the Agreement, the Company shall give to
Purchaser and you a written notice specifying the number of shares of stock to
be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.
2. At the closing, you are directed (a) to date the
stock assignments necessary for the transfer in question, (b) to fill in
the number of shares being transferred, and (c) to deliver same, together
with the certificate evidencing the shares of stock to be transferred, to the
Company or its assignee, against the simultaneous delivery to you of the
purchase price (by cash, a check, or some combination thereof) for the number of
shares of stock being purchased pursuant to the exercise of the Company's
Repurchase Option.
3. Purchaser irrevocably authorizes the Company to deposit
with you any certificates evidencing shares of stock to be held by you hereunder
and any additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Purchaser
shall exercise all rights and privileges of a shareholder of the Company while
the stock is held by you.
4. Upon written request of the Purchaser, but no more than
once per calendar year, unless the Company's Repurchase Option has been
exercised, you shall deliver to Purchaser a certificate or certificates
representing so many shares of stock as are not then subject to the Company's
Repurchase Option. Within 90 days after Purchaser ceases to be a Service
Provider, you shall deliver to Purchaser a certificate or certificates
representing the aggregate number of shares held or issued pursuant to the
Agreement and not purchased by the Company or its assignees pursuant to exercise
of the Company's Repurchase Option.
5. If at the time of termination of this escrow you should
have in your possession any documents, securities, or other property belonging
to Purchaser, you shall deliver all of the same to Purchaser and shall be
discharged of all further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified
or revoked only by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by
you to be genuine and to have been signed or presented by the proper party or
parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.
8. You are hereby expressly authorized to disregard any and
all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.
9. You shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or papers
deposited or called for hereunder.
10. You shall not be liable for the outlawing of any rights
under the statute of limitations with respect to these Joint Escrow Instructions
or any documents deposited with you.
11. You shall be entitled to employ such legal counsel and
other experts as you may deem necessary properly to advise you in connection
with your obligations hereunder, may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefor.
12. Your responsibilities as Escrow Agent hereunder shall
terminate if you shall cease to be an officer or agent of the Company or if you
shall resign by written notice to each party. In the event of any such
termination, the Company shall appoint a successor Escrow Agent.
13. If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such
instruments.
14. It is understood and agreed that should any dispute arise
with respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.
15. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the other parties thereunto
entitled at the following addresses or at such other addresses as a party may
designate by ten (10) days' advance written notice to each of the other parties
hereto.



|COMPANY: | Commerce One, Inc.       
|-------- | -------------------------
|         | One Market, Steuart Tower
|         | Suite 1300               
|         | San Francisco, CA 94105  







|PURCHASER: | ___________________________
|---------- | ---------------------------
|           | ___________________________
|           | ___________________________





|ESCROW AGENT: | Corporate Secretary      
|------------- | -------------------------
|              | Commerce One, Inc.       
|              | One Market, Steuart Tower
|              | Suite 1300               
|              | San Francisco, CA 94105  



1. By signing these Joint Escrow Instructions, you become a
party hereto only for the purpose of said Joint Escrow Instructions; you do not
become a party to the Agreement.
2. This instrument shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted
assigns.
3. These Joint Escrow Instructions shall be governed by, and
construed and enforced in accordance with, the internal substantive laws, but
not the choice of law rules, of California.

Very truly yours,

COMMERCE ONE, INC.:



_____________________________________

By

_____________________________________

Title





PURCHASER:



_____________________________________

Signature

_____________________________________

Print Name





ESCROW AGENT:



_____________________________________

Corporate Secretary

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EXHIBIT A-4

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in
taxpayer's gross income for the current taxable year the amount of any
compensation taxable to taxpayer in connection with his or her receipt of the
property described below:

1. The name, address, taxpayer identification number and
taxable year of the undersigned are as follows:
2. The property with respect to which the election is made
is described as follows:   shares (the "Shares") of the
Common Stock of Commerce One, Inc. (the "Company").
3. The date on which the property was transferred
is: , 20___.
4. The property is subject to the following
restrictions:
5. The fair market value at the time of transfer, determined
without regard to any restriction other than a restriction which by its terms
will never lapse, of such property is: $__________.
6. The amount (if any) paid for such property is:
$___________.

The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the undersigned's
receipt of the above-described property. The transferee of such property is the
person performing the services in connection with the transfer of said
property.

The undersigned understands that the foregoing election
may not be revoked except with the consent of the Commissioner.

|Dated: |  | _________________, ____ |  | _______________________________________
|------ |  | ----------------------- |  | ---------------------------------------
|       |  | Taxpayer               

The undersigned spouse of taxpayer joins in this
election.

|Dated: |  | _________________, ____ |  | _______________________________________
|------ |  | ----------------------- |  | ---------------------------------------
|       |  | Spouse of Taxpayer     

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