Exhibit 10.8

COMMERCE ONE, INC.

2004 INDUCEMENT PLAN

STOCK OPTION AGREEMENT



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

1. NOTICE OF STOCK OPTION GRANT
2. AGREEMENT
3. Grant of Option.
4. Exercise of Option.
5. Right to Exercise.  This Option is exercisable
during its term in accordance with the Vesting Schedule set out in the Notice of
Grant and the applicable provisions of the Plan and this Option
Agreement.
6. Method of Exercise.  This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A (the
"Exercise Notice"), which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised
(the "Exercised Shares"), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan.  The Exercise Notice shall be completed by the Optionee and delivered to
the Secretaryof the Company.  The Exercise Notice shall be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares.  This
Option shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise
Price.
7. Method of Payment.
8. cash; or
9. check; or
10. consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan in
accordance with applicable Company policy.
11. Non-Transferability of Option.
12. Term of Option.
13. Tax Consequences.
14. Exercising the Option.
15. Nonstatutory Stock Option.  The Optionee may incur
regular federal income tax liability upon exercise of a NSO.  The Optionee will
be treated as having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price.
If the Optionee is an Employee or a former Employee, the Company will be
required to withhold from his or her compensation or collect from Optionee and
pay to the applicable taxing authorities an amount in cash equal to a percentage
of this compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.
16. Disposition of Shares.  If the Optionee holds NSO
Shares for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal income tax
purposes.
17. Entire Agreement; Governing Law.
18. NO GUARANTEE OF CONTINUED SERVICE.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).  OPTIONEE
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 OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

By your signature and the signature of the Company's
representative below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option
Agreement.  Optionee has reviewed the Plan and this Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of the Plan
and Option Agreement.  Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement.  Optionee further agrees to
notify the Company upon any change in the residence address indicated below.



|OPTIONEE:                                         | COMMERCE ONE, INC.                   
|------------------------------------------------- | -------------------------------------
|_______________________________ Signature         | _______________________________ By   
|_______________________________ Print Name        | _______________________________ Title
|_______________________________ Residence Address |                                      

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CONSENT OF SPOUSE



The undersigned spouse of Optionee has read and
hereby approves the terms and conditions of the Plan and this Option Agreement.
In consideration of the Company's granting his or her spouse the right to
purchase Shares as set forth in the Plan and this Option Agreement, the
undersigned hereby agrees to be irrevocably bound by the terms and conditions of
the Plan and this Option Agreement and further agrees that any community
property interest shall be similarly bound.  The undersigned hereby appoints the
undersigned's spouse as attorney-in-fact for the undersigned with respect to any
amendment or exercise of rights under the Plan or this Option Agreement.



| | _______________________________ Spouse of Optionee
| | --------------------------------------------------

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EXHIBIT A

COMMERCE ONE, INC.

2004 INDUCEMENT PLAN

EXERCISE NOTICE



Commerce One, Inc.
                   One Market
                   Steuart Tower, Suite 1300
                   San Francisco, CA  94105
                   Attention:  Stock Plan Administration



1. Exercise of Option.  Effective as of today,
________________, 20___, the undersigned ("Purchaser") hereby elects
to purchase ______________ shares (the "Shares") of the Common Stock
of Commerce One, Inc. (the "Company") under and pursuant to the 2004
Inducement Plan (the "Plan") and the Stock Option Agreement dated
__________________, 20___ (the "Option Agreement").  The purchase
price for the Shares shall be $____________, as required by the Option
Agreement.
2. Delivery of Payment.  Purchaser herewith delivers
to the Company the full purchase price for the Shares.
3. Representations of Purchaser.  Purchaser
acknowledges that Purchaser has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and
conditions.
4. Rights as Shareholder.  Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option.  The Shares
so acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option.  No adjustment will be made for a dividend or other
right for which the record date is prior to the date of issuance, except as
provided in Section 13 of the Plan.
5. Tax Consultation.  Purchaser understands that
Purchaser may suffer adverse tax consequences as a result of Purchaser's
purchase or disposition of the Shares.  Purchaser represents that Purchaser has
consulted with any tax consultants Purchaser deems advisable in connection with
the purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice.
6. Entire Agreement; Governing Law.  The Plan and
Option Agreement are incorporated herein by reference.  This Agreement, the Plan
and the Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Purchaser with respect to the
subject matter hereof, and may not be modified adversely to the Purchaser's
interest except by means of a writing signed by the Company and Purchaser.  This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.

|Submitted by:                                                           | Accepted by:                                                
|----------------------------------------------------------------------- | ------------------------------------------------------------
|PURCHASER:                                                              | COMMERCE ONE, INC.                                          
|_______________________________ Signature                               | _______________________________ By                          
|_______________________________ Print Name                              | _______________________________ Its                         
|Address _______________________________ _______________________________ |                                                             
|                                                                        | _______________________________ Date Received by the Company

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