Exhibit 10.40

COMMERCE ONE OPERATIONS, INC.
                                        PROMISSORY NOTE



|$2,039,056 | San Francisco, CaliforniaDecember 31, 2003
|---------- | ------------------------------------------

FOR VALUE RECEIVED the
undersigned, Commerce One Operations, Inc., a Delaware corporation, and Commerce
One, Inc., a Delaware corporation (jointly and severally, the "Payor"), hereby
promises to pay to the order of PeopleSoft, Inc., a Delaware corporation, (the
"Lender") the sum of Two Million Thirty Nine Thousand and Fifty Six Dollars
($2,039,056) ("Principal") without interestexcept as herein
provided. The Principal shall be due in a single
payment on February 22, 2005 or on such earlier date as the
Principal may become due and payable by the terms of this Note(the "Maturity Date").



The Principal shall be paid in the
lawful currency of the United States of America at such address as Lender may
designateor, in the absence of such designation, at the
address provided below for notice to Lender. This Promissory Note("Note") may be prepaid, without penalty, in whole or in part,
at any time. All payments made hereunder shall be first applied to reduce the
Principal on this Note.

Each of the following events, acts, occurrences or
conditions shall constitute an event of default("Event of Default") under this Note:

(a)	Payor shall fail to pay any amounts owed
pursuant to this Note on or before
the Maturity Date.

(b)	Payor shall fail to perform or observe any
other material agreement, covenant or obligation arising under this Note.

(c)Payor shall be in
default under any other collateral obligation for repayment of borrowed money
from a bank or other financial institution and such default shall continue
beyond any applicable notice and cure period.

(d)	(i) Payor shall
commence a voluntary case concerning itself under the Bankruptcy Code; (ii) an
involuntary case is commenced against Payor and the petition is not controverted
within fifteen (15) days orif timely controverted is not dismissed within thirty (30) days, after
commencement of the case; (iii) a custodian (as defined in the Bankruptcy Code)
or receiver is appointed for, or takes charge of, all or substantially all of
the property of Payor, or Payor commences any other proceedings under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to Payor, or there is commenced against Payor any
such proceeding which remains active for a period of sixty (60)
days; (iv) an order of relief or other order approving any such case or
proceeding is entered; (v) Payor is adjudicated insolvent or bankrupt; (vi)
Payor suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of thirty (30) days; (vii) Payor makes a general assignment for the
benefit of creditors; or (viii) Payor shall by any act or failure to act consent
to, approve of or acquiesce in any of the foregoing.

Upon the occurrence of any Event of Default, all accrued Principal due under this Note shall become immediately due and payable, without necessity of prior notice or demand. If this Note is not paid in full on the Maturity Date,
or on such earlier date as all accrued Principal shall become due and payable,
interest thereafter shall accrued at a rate of ten percent (10%) simple interest
per annum.

Payor shall pay to Lender all reasonable costs and
expenses, including, without limitation, the fees and expenses of counseland court costs, incurred in
connection with any Event of Default or the enforcement by the Lender of any of
its rights or remedies with respect this Note.

Any written notice hereunder shall be delivered to the Parties as follows:

Notice to Commerce One:

Commerce One Operations, Inc.
   Attn. General Counsel (w/copy to Chief Financial Officer)
   One Market Street, Steuart Tower, Suite 1300
   San Francisco, CA 94105

Notices to PeopleSoft:

PeopleSoft, Inc.
   	One Technology Way
   	Denver, CO 80237
   	Attn: Vice President, Real Estate and Workplace Services

with a copy to:

PeopleSoft, Inc.
   	4460 Hacienda Drive
   	Pleasanton, CA 94588-8018
   	Attn: General Counsel

Payor waives presentment, demand
for payment, notice of nonpayment and all other defenses to the enforcement of
this Note other than prior payment.





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This Note shall be governed by and construed in
accordance with the laws of the State of California without regard to the
conflicts of law provisions of the State of California or any other state. If
any provision hereof is found to be invalid or unenforceable by a court of
competent jurisdiction, the invalidity thereof shall not affect the
enforceability of the remaining provisions of this Note.

COMMERCE ONE OPERATIONS,
INC.



By:/s/ Charles D. Boynton

Name:Charles D. Boynton

Title:Chief Financial Officer



COMMERCE ONE, INC.



By:/s/ Charles D. Boynton

Name:Charles D. Boynton

Title:Chief Financial Officer

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