Exhibit 10.6**COMMERCE ONE, INC.

2004 INDUCEMENT PLAN**
 

Purposes of the Plan
. The purposes of this 2004Inducement Plan are:

to provide a material inducement for the best availableemployees to join the Company, and 

to promote the success of the Company's business.

Definitions
. As used herein, the followingdefinitions shall apply:

"
Administrator
" means the Board or any of itsCommittees as shall be administering the Plan, in accordance with Section 4 ofthe Plan.

"
Applicable Laws
" means the requirements relatingto the administration of stock option plans under U. S. state corporate laws,U.S. federal and state securities laws, the Code, any stock exchange orquotation system on which the Common Stock is listed or quoted and theapplicable laws of any foreign country or jurisdiction where Options or StockPurchase Rights are, or will be, granted under the Plan.

"
Board
" means the Board of Directors of theCompany.

"
Code
" means the Internal Revenue Code of 1986, asamended.

"
Committee
" means a committee of Directorsappointed by the Board in accordance with Section 4 of the Plan.

"
Common Stock
" means the common stock of theCompany.

"
Company
" means Commerce One, Inc.

"
Consultant
" means any person, including anadvisor, engaged by the Company or a Parent or Subsidiary to render services tosuch entity.

"
Director
" means a member of the Board.

"
Disability
" means total and permanent disabilityas defined in Section 22(e)(3) of the Code.

"
Employee
" means any person, including Officersand Directors, employed by the Company or any Parent or Subsidiary of theCompany. A Service Provider shall not cease to be an Employee in the case of(i) any leave of absence approved by the Company or (ii) transfersbetween locations of the Company or between the Company, its Parent, anySubsidiary, or any successor. Neither service as a Director nor payment of adirector's fee by the Company shall be sufficient to constitute "employment" bythe Company.

"
Exchange Act
" means the Securities Exchange Actof 1934, as amended.

"
Fair Market Value
" means, as of any date, thevalue of Common Stock determined as follows:

If the Common Stock is listed on any established stockexchange or a national market system, including without limitation the NasdaqNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, itsFair Market Value shall be the closing sales price for such stock (or theclosing bid, if no sales were reported) as quoted on such exchange or system onthe day of determination, as reported in 
The Wall Street Journal
 or suchother source as the Administrator deems reliable;

If the Common Stock is regularly quoted by a recognizedsecurities dealer but selling prices are not reported, the Fair Market Value ofa Share of Common Stock shall be the mean between the high bid and low askedprices for the Common Stock on the day of determination, as reported in 
TheWall Street Journal
 or such other source as the Administrator deemsreliable; or 

In the absence of an established market for the CommonStock, the Fair Market Value shall be determined in good faith by theAdministrator.

- " Independent Director " means a Director who is not an Employee andwho qualifies as an Independent Director under the applicable rules of Nasdaq(and/or the similar rules of any other stock exchange(s) on which the Company'ssecurities become publicly traded).
- " Nonstatutory Stock Option " means an Option not intended to qualifyas an Incentive Stock Option.
"
Notice of Grant
" means a written or electronicnotice evidencing certain terms and conditions of an individual Option grant.The Notice of Grant is part of the Option Agreement.

"
Officer
" means a person who is an officer of theCompany within the meaning of Section 16 of the Exchange Act and the rules andregulations promulgated thereunder.

"
Option
" means a stock option granted pursuant tothe Plan.

"
Option Agreement
" means an agreement between theCompany and an Optionee evidencing the terms and conditions of an individualOption grant. The Option Agreement is subject to the terms and conditions of thePlan.

"
Optioned Stock
" means the Common Stock subject toan Option.

"
Optionee
" means the holder of an outstandingOption granted under the Plan.

"
Parent
" means a "parent corporation," whether nowor hereafter existing, as defined in Section 424(e) of the Code.

"
Plan
" means this 2004 Inducement Plan.

"
Restricted Stock
" means shares of Common Stockacquired pursuant to a grant of Stock Purchase Rights under Section 11 of thePlan.

"
Restricted Stock Purchase Agreement
" means awritten agreement between the Company and the Optionee evidencing the terms andrestrictions applying to stock purchased under a Stock Purchase Right. TheRestricted Stock Purchase Agreement is subject to the terms and conditions ofthe Plan and the Notice of Grant.

"
Rule 16b-3
" means Rule 16b-3 of the Exchange Actor any successor to Rule 16b-3, as in effect when discretion is being exercisedwith respect to the Plan.

"
Section 16(b)
" means Section 16(b) of theExchange Act.

"
Service Provider
" means an Employee, Director orConsultant.

"
Share
" means a share of the Common Stock, asadjusted in accordance with Section 13 of the Plan.

- " Stock Purchase Right " means the right to purchase Common Stockpursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.
"
Subsidiary
" means a "subsidiary corporation",whether now or hereafter existing, as defined in Section 424(f) of theCode.

Stock Subject to the Plan
.Subject to the provisions of Section 13 of the Plan, the maximum aggregatenumber of Shares that may be optioned and sold under the Plan is 1,600,000Shares. The Shares may be authorized, but unissued, or reacquired CommonStock.

	If an Option expires or becomes unexercisable withouthaving been exercised in full, the unpurchased Shares which were subject theretoshall become available for future grant or sale under the Plan (unless the Planhas terminated); provided, however, that Shares that have actually beenissued under the Plan upon exercise of an Option shall not be returned to thePlan and shall not become available for future distribution under the Plan,except that if unvested Shares are repurchased by the Company at their originalpurchase price, such Shares shall become available for future grant under thePlan. 

Administration of the Plan
.

Procedure
.

Plan Administration
. The Plan shall beadministered by either (i) the Company's Compensation Committee (so long as suchcommittee is comprised of a majority of Independent Directors), or (ii) amajority of Independent Directors.

Rule 16b-3
. To the extent desirable to qualifytransactions hereunder as exempt under Rule 16b-3, the transactions contemplatedhereunder shall be structured to satisfy the requirements for exemption underRule 16b-3.

Powers of the Administrator
. Subject to theprovisions of the Plan, and in the case of a Committee, subject to the specificduties delegated by the Board to such Committee, the Administrator shall havethe authority, in its discretion:

to determine the Fair Market Value;

to select the Employees to whom Options may be grantedhereunder;

to determine the number of shares of Common Stock to becovered by each Option granted hereunder;

to approve forms of agreement for use under thePlan;

to determine the terms and conditions, not inconsistentwith the terms of the Plan, of any Option granted hereunder. Such terms andconditions include, but are not limited to, the exercise price, the time ortimes when Options may be exercised (which may be based on performancecriteria), any vesting acceleration or waiver of forfeiture restrictions, andany restriction or limitation regarding any Option or the shares of Common Stockrelating thereto, based in each case on such factors as the Administrator, inits sole discretion, shall determine;

to construe and interpret the terms of the Plan andOptions granted pursuant to the Plan;

to prescribe, amend and rescind rules and regulationsrelating to the Plan, including rules and regulations relating to sub-plansestablished for the purpose of satisfying applicable foreign laws;

to modify or amend each Option (subject to Section 15(c)of the Plan), including the discretionary authority to extend thepost-termination exercisability period of Options longer than is otherwise providedfor in the Plan;

to allow Optionees to satisfy withholding tax obligationsby electing to have the Company withhold from the Shares to be issued uponexercise of an Option that number of Shares having a Fair Market Value equal tothe minimum amount required to be withheld. The Fair Market Value of the Sharesto be withheld shall be determined on the date that the amount of tax to bewithheld is to be determined. All elections by a Optionee to have Shareswithheld for this purpose shall be made in such form and under such conditionsas the Administrator may deem necessary or advisable;

to authorize any person to execute on behalf of theCompany any instrument required to effect the grant of an Option previouslygranted by the Administrator;

to make all other determinations deemed necessary oradvisable for administering the Plan.

Effect of Administrator's Decision
. TheAdministrator's decisions, determinations and interpretations shall be final andbinding on all Optionees and any other holders of Options issued under thePlan.

Eligibility
. Options and Stock Purchase Rights maybe granted only to Employees as a material inducement to entering into theirinitial employment with the Company; provided, however, that a former employeewho is returning to the employ of the Company following a bona-fide period ofnon-employment by the Company may also receive an Option or Stock Purchase Righthereunder.

Limitations
.

Each Option shall be designated in the Option Agreementas a Nonstatutory Stock Option. 

Neither the Plan nor any Option or Stock Purchase Rightshall confer upon a Service Provider any right with respect to continuing theService Provider's relationship as a Service Provider with the Company, norshall they interfere in any way with the Service Provider's right or theCompany's right to terminate such relationship at any time, with or withoutcause.

Term of Plan
. The Plan shall become effective uponits approval by the Company's Board (or such subset of the Board as to satisfyApplicable Laws). The Plan shall continue in effect for a term of ten (10) yearsunless terminated earlier under Section 15 of the Plan.

Term of Option
. The term of each Option shall bestated in the Option Agreement and shall be no more than ten (10) years from thedate of grant.

Option Exercise Price and Consideration
.

Exercise Price
. The per share exercise price forthe Shares to be issued pursuant to exercise of an Option shall be determined bythe Administrator, with a minimum exercise price equal to par value.

Waiting Period and Exercise Dates
. At the time anOption is granted, the Administrator shall fix the period within which theOption may be exercised and shall determine any conditions that must besatisfied before the Option may be exercised.

Form of Consideration
. The Administrator shalldetermine the acceptable form of consideration for exercising an Option,including the method of payment. Such consideration, subject to Applicable Laws,may consist entirely of:

cash;

check;

promissory note;

other Shares which, in the case of Shares acquireddirectly or indirectly from the Company, (A) have been owned by theOptionee for more than six (6) months on the date of surrender, and(B) have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which said Option shall beexercised;

consideration received by the Company under a cashlessexercise program acceptable to the Company, in its sole discretion;

a reduction in the amount of any Company liability to theOptionee, including any liability attributable to the Optionee's participationin any Company-sponsored deferred compensation program or arrangement;

any combination of the foregoing methods of payment;or

such other consideration and method of payment for theissuance of Shares to the extent permitted by Applicable Laws.

Exercise of Option
.

Procedure for Exercise; Rights as a Stockholder
.Any Option granted hereunder shall be exercisable according to the terms of thePlan and at such times and under such conditions as determined by theAdministrator and set forth in the Option Agreement. Unless the Administratorprovides otherwise, vesting of Options granted hereunder shall be suspendedduring any unpaid leave of absence. An Option may not be exercised for afraction of a Share.

		An Option shall be deemed exercised when the Companyreceives: (i) written or electronic notice of exercise (in accordance withthe Option Agreement) from the person entitled to exercise the Option, and(ii) full payment for the Shares with respect to which the Option isexercised. Full payment may consist of any consideration and method of paymentauthorized by the Administrator and permitted by the Option Agreement and thePlan. Shares issued upon exercise of an Option shall be issued in the name ofthe Optionee or, if requested by the Optionee, in the name of the Optionee andhis or her spouse. Until the Shares are issued (as evidenced by the appropriateentry on the books of the Company or of a duly authorized transfer agent of theCompany), no right to vote or receive dividends or any other rights as astockholder shall exist with respect to the Optioned Stock, notwithstanding theexercise of the Option. The Company shall issue (or cause to be issued) suchShares promptly after the Option is exercised. No adjustment will be made for adividend or other right for which the record date is prior to the date theShares are issued, except as provided in Section 13 of the Plan.

		Exercising an Option in any manner shall decrease thenumber of Shares thereafter available, both for purposes of the Plan and forsale under the Option, by the number of Shares as to which the Option isexercised.

Termination of Relationship as a Service Provider
.If an Optionee ceases to be a Service Provider, other than upon the Optionee'sdeath or Disability, the Optionee may exercise his or her Option within suchperiod of time as is specified in the Option Agreement to the extent that theOption is vested on the date of termination (but in no event later than theexpiration of the term of such Option as set forth in the Option Agreement). Inthe absence of a specified time in the Option Agreement, the Option shall remainexercisable for three (3) months following the Optionee's termination. If, onthe date of termination, the Optionee is not vested as to his or her entireOption, the Shares covered by the unvested portion of the Option shall revert tothe Plan. If, after termination, the Optionee does not exercise his or herOption within the time specified by the Administrator, the Option shallterminate, and the Shares covered by such Option shall revert to thePlan.

Disability of Optionee
. If an Optionee ceases tobe a Service Provider as a result of the Optionee's Disability, the Optionee mayexercise his or her Option within such period of time as is specified in theOption Agreement to the extent the Option is vested on the date of termination(but in no event later than the expiration of the term of such Option as setforth in the Option Agreement). In the absence of a specified time in the OptionAgreement, the Option shall remain exercisable for twelve (12) months followingthe Optionee's termination. If, on the date of termination, the Optionee is notvested as to his or her entire Option, the Shares covered by the unvestedportion of the Option shall revert to the Plan. If, after termination, theOptionee does not exercise his or her Option within the time specified herein,the Option shall terminate, and the Shares covered by such Option shall revertto the Plan.

Death of Optionee
. If an Optionee dies while aService Provider, the Option may be exercised following Optionee's death withinsuch period of time as is specified in the Option Agreement to the extent thatthe Option is vested on the date of death (but in no event may the option beexercised later than the expiration of the term of such Option as set forth inthe Option Agreement) by the Optionee's designated beneficiary, provided suchbeneficiary has been designated prior to Optionee's death in a form acceptableby the Administrator. If no such beneficiary has been designated by theOptionee, then such Option may be exercised by the personal representative ofthe Optionee's estate or by the person(s) to whom the Option is transferredpursuant to the Optionee's will or in accordance with the laws of descent anddistribution. In the absence of a specified time in the Option Agreement, theOption shall remain exercisable for twelve (12) months following Optionee'sdeath. If, at the time of death, the Optionee is not vested as to his or herentire Option, the Shares covered by the unvested portion of the Option shallimmediately revert to the Plan. If the Option is not so exercised within thetime specified herein, the Option shall terminate, and the Shares covered bysuch Option shall revert to the Plan.

Buyout Provisions
. The Administrator may at any time offer to buy outfor a payment in cash or Shares an Option previously granted based on such termsand conditions as the Administrator shall establish and communicate to theOptionee at the time that such offer is made.

Stock Purchase Rights
. 

Rights to Purchase
. Stock Purchase Rights may beissued either alone, in addition to, or in tandem with other awards grantedunder the Plan and/or cash awards made outside of the Plan. After theAdministrator determines that it will offer Stock Purchase Rights under thePlan, it shall advise the offeree in writing or electronically, by means of aNotice of Grant, of the terms, conditions and restrictions related to the offer,including the number of Shares that the offeree shall be entitled to purchase,the price to be paid (which, in the discretion of the Administrator, ispermitted to be zero) and the time within which the offeree must accept suchoffer. The offer shall be accepted by execution of a Restricted Stock PurchaseAgreement in the form determined by the Administrator.

Repurchase Option
. Unless the Administratordetermines otherwise, the Restricted Stock Purchase Agreement shall grant theCompany a repurchase option exercisable upon the voluntary or involuntarytermination of the purchaser's service with the Company for any reason(including death or Disability). The purchase price for Shares repurchasedpursuant to the Restricted Stock Purchase Agreement shall be the original pricepaid by the purchaser and may be paid by cancellation of any indebtedness of thepurchaser to the Company. The repurchase option shall lapse at a rate determinedby the Administrator.

Other Provisions
. The Restricted Stock PurchaseAgreement shall contain such other terms, provisions and conditions notinconsistent with the Plan as may be determined by the Administrator in its solediscretion.

Rights as a Shareholder
. Once the Stock PurchaseRight is exercised, the purchaser shall have the rights equivalent to those of ashareholder, and shall be a shareholder when his or her purchase is entered uponthe records of the duly authorized transfer agent of the Company. No adjustmentwill be made for a dividend or other right for which the record date is prior tothe date the Stock Purchase Right is exercised, except as provided in Section 13of the Plan.

Non-Transferability of Options and StockPurchase Rights
. Unless determined otherwise by the Administrator, an Optionor Stock Purchase Right may not be sold, pledged, assigned, hypothecated,transferred, or disposed of in any manner other than by will or by the laws ofdescent or distribution and may be exercised, during the lifetime of theOptionee, only by the Optionee. If the Administrator makes an Option or StockPurchase Right transferable, such Option or Stock Purchase Right shall containsuch additional terms and conditions as the Administrator deemsappropriate.

Adjustments Upon Changes in Capitalization,Dissolution, Merger or Asset Sale
. 

Changes in Capitalization
. Subject to any requiredaction by the shareholders of the Company, the number of shares of Common Stockcovered by each outstanding Option and Stock Purchase Right, and the number ofshares of Common Stock which have been authorized for issuance under the Planbut as to which no Options or Stock Purchase Rights have yet been granted orwhich have been returned to the Plan upon cancellation or expiration of anOption or Stock Purchase Right, as well as the price per share of Common Stockcovered by each such outstanding Option or Stock Purchase Right, shall beproportionately adjusted for any increase or decrease in the number of issuedshares of Common Stock resulting from a stock split, reverse stock split, stockdividend, combination or reclassification of the Common Stock, or any otherincrease or decrease in the number of issued shares of Common Stock effectedwithout receipt of consideration by the Company; provided, however, thatconversion of any convertible securities of the Company shall not be deemed tohave been "effected without receipt of consideration." Such adjustment shall bemade by the Board, whose determination in that respect shall be final, bindingand conclusive. Except as expressly provided herein, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of shares of Common Stock subject to anOption or Stock Purchase Right.

Dissolution or Liquidation
. In the event of theproposed dissolution or liquidation of the Company, the Administrator shallnotify each Optionee as soon as practicable prior to the effective date of suchproposed transaction. The Administrator in its discretion may provide for anOptionee to have the right to exercise his or her Option until ten (10) daysprior to such transaction as to all of the Optioned Stock covered thereby,including Shares as to which the Option would not otherwise be exercisable. Inaddition, the Administrator may provide that any Company repurchase optionapplicable to any Shares purchased upon exercise of an Option or Stock PurchaseRight shall lapse as to all such Shares, provided the proposed dissolution orliquidation takes place at the time and in the manner contemplated. To theextent it has not been previously exercised, an Option or Stock Purchase Rightwill terminate immediately prior to the consummation of such proposedaction.

Merger or Asset Sale
. In the event of a merger ofthe Company with or into another corporation, or the sale of substantially allof the assets of the Company, each outstanding Option and Stock Purchase Rightshall be assumed or an equivalent option or right substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation. In the eventthat the successor corporation refuses to assume or substitute for the Option orStock Purchase Right, the Optionee shall fully vest in and have the right toexercise the Option or Stock Purchase Right as to all of the Optioned Stock,including Shares as to which it would not otherwise be vested or exercisable. Ifan Option or Stock Purchase Right becomes fully vested and exercisable in lieuof assumption or substitution in the event of a merger or sale of assets, theAdministrator shall notify the Optionee in writing or electronically that theOption or Stock Purchase Right shall be fully vested and exercisable for aperiod of fifteen (15) days from the date of such notice, and the Option orStock Purchase Right shall terminate upon the expiration of such period. For thepurposes of this paragraph, the Option or Stock Purchase Right shall beconsidered assumed if, following the merger or sale of assets, the option orright confers the right to purchase or receive, for each Share of Optioned Stocksubject to the Option or Stock Purchase Right immediately prior to the merger orsale of assets, the consideration (whether stock, cash, or other securities orproperty) received in the merger or sale of assets by holders of Common Stockfor each Share held on the effective date of the transaction (and if holderswere offered a choice of consideration, the type of consideration chosen by theholders of a majority of the outstanding Shares); provided, however, that ifsuch consideration received in the merger or sale of assets is not solely commonstock of the successor corporation or its Parent, the Administrator may, withthe consent of the successor corporation, provide for the consideration to bereceived upon the exercise of the Option or Stock Purchase Right, for each Shareof Optioned Stock subject to the Option or Stock Purchase Right, to be solelycommon stock of the successor corporation or its Parent equal in fair marketvalue to the per share consideration received by holders of Common Stock in themerger or sale of assets.

Date of Grant
. The date of grant of an Option orStock Purchase Right shall be, for all purposes, the date on which theAdministrator makes the determination granting such Option or Stock PurchaseRight, or such other later date as is determined by the Administrator. Notice ofthe determination shall be provided to each Optionee within a reasonable timeafter the date of such grant.

Amendment and Termination of the Plan
.

Amendment and Termination
. The Board may at anytime amend, alter, suspend or terminate the Plan. 

Stockholder Approval
. The Company shall obtainstockholder approval of any Plan amendment to the extent necessary and desirableto comply with Applicable Laws. 

Effect of Amendment or Termination
. No amendment,alteration, suspension or termination of the Plan shall impair the rights of anyOptionee, unless mutually agreed otherwise between the Optionee and theAdministrator, which agreement must be in writing and signed by the Optionee andthe Company. Termination of the Plan shall not affect the Administrator'sability to exercise the powers granted to it hereunder with respect to Optionsgranted under the Plan prior to the date of such termination.

Conditions Upon Issuance of Shares
.

Legal Compliance
. Shares shall not be issuedpursuant to the exercise of an Option or Stock Purchase Right unless theexercise of such Option or Stock Purchase Right and the issuance and delivery ofsuch Shares shall comply with Applicable Laws and shall be further subject tothe approval of counsel for the Company with respect to suchcompliance.

Investment Representations
. As a condition to theexercise of an Option or Stock Purchase Right, the Company may require theperson exercising such Option or Stock Purchase Right to represent and warrantat the time of any such exercise that the Shares are being purchased only forinvestment and without any present intention to sell or distribute such Sharesif, in the opinion of counsel for the Company, such a representation isrequired.

Inability to Obtain Authority
. The inability ofthe Company to obtain authority from any regulatory body having jurisdiction,which authority is deemed by the Company's counsel to be necessary to the lawfulissuance and sale of any Shares hereunder, shall relieve the Company of anyliability in respect of the failure to issue or sell such Shares as to whichsuch requisite authority shall not have been obtained.

Reservation of Shares
. The Company, during theterm of this Plan, will at all times reserve and keep available such number ofShares as shall be sufficient to satisfy the requirements of the Plan.