Exhibit 10.28

STRATEGIC ALLIANCE AGREEMENT
BY AND BETWEEN
COMMERCE ONE, INC.
AND 
SAP AG
AND
SAPMARKETS, INC.

TABLE OF CONTENTS:

|1                                                                                                                                | DEFINITIONS.                                                                                                                                                                                                                                                                                                                                                                                                                              | 1                                             
|-------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------
|2                                                                                                                                | PURPOSE.                                                                                                                                                                                                                                                                                                                                                                                                                                  | 1                                             
|3                                                                                                                                | JOINT OFFERING DESCRIPTION.                                                                                                                                                                                                                                                                                                                                                                                                               | 2                                             
|3.1
3.2
3.3
3.4
3.5
3.6
3.7                                                                                                      | Definition.
General.
Limitations.
Technical Components of the Joint Offering.
Business Services.
Professional Services.
Third party Services and Applications.                                                                                                                                                                                                                                                                            | 2233667                                       
|4                                                                                                                                | JOINT DEVELOPMENT.                                                                                                                                                                                                                                                                                                                                                                                                                        | 7                                             
|4.1
4.2
4.3
4.4
4.5                                                                                                              | Joint Development Team.
Business Partners.
Development Approach.
Ownership Rights; Licensing Rights.
Review                                                                                                                                                                                                                                                                                                                               | 77788                                         
|5                                                                                                                                | BRANDING.                                                                                                                                                                                                                                                                                                                                                                                                                                 | 8                                             
|5.1
5.2                                                                                                                          | Ownership of Pre-Existing Brand Names and Trademarks.
Brand Names and Trademarks of the Joint Offering.                                                                                                                                                                                                                                                                                                                                   | 88                                            
|6                                                                                                                                | SALES AND MARKETING.                                                                                                                                                                                                                                                                                                                                                                                                                      | 8                                             
|6.1
6.2
6.3
6.4
6.5                                                                                                              | General.
Cost of Sales.
Training Resources.
Marketing.
Technical Questions                                                                                                                                                                                                                                                                                                                                                                | 89999                                         
|7                                                                                                                                | EXCLUSIVITY COMMITMENTS.                                                                                                                                                                                                                                                                                                                                                                                                                  | 10                                            
|7.1
7.2
7.3                                                                                                                      | SAP.
C1.	
Exceptions.                                                                                                                                                                                                                                                                                                                                                                                                                     | 101112                                        
|8                                                                                                                                | ENTERPRISEBUYER SUITE.                                                                                                                                                                                                                                                                                                                                                                                                                    | 12                                            
|8.1
8.2
8.3
8.4
8.5
8.6                                                                                                          | General.
Development.
Acceptance.
EnterpriseBuyer Suite.
BuySite and B2B Procurement Existing Customers.
C1 and SAP Affiliates and Distributors.                                                                                                                                                                                                                                                                                          | 121313131313                                  
|9                                                                                                                                | MARKETBUYER SUITE OPPORTUNITIES OUTSIDE THE SCOPE OF THE JOINT OFFERING.                                                                                                                                                                                                                                                                                                                                                                  | 14                                            
|10                                                                                                                               | MARKETSITE OPPORTUNITIES.                                                                                                                                                                                                                                                                                                                                                                                                                 | 14                                            
|11                                                                                                                               | ALLIANCE COMMITTEES.                                                                                                                                                                                                                                                                                                                                                                                                                      | 15                                            
|11.1
11.2
11.3
11.4
11.5
11.6
11.7                                                                                               | Executive Committee.
Development Committee.
Management Process for Development Committee.
Sales and Marketing Committee.
Management Process for Sales and Marketing.
Escalation and Dispute Resolution For Alliance Committees.
Executive Representatives and Executive Meeting.                                                                                                                                                          | 15151617171819                                
|12                                                                                                                               | SUPPORT AND TRAINING.                                                                                                                                                                                                                                                                                                                                                                                                                     | 19                                            
|12.1
12.2                                                                                                                        | Support
Training.                                                                                                                                                                                                                                                                                                                                                                                                                         | 1920                                          
|13                                                                                                                               | COMPENSATION.                                                                                                                                                                                                                                                                                                                                                                                                                             | 20                                            
|13.1
13.2
13.3
13.4
13.5                                                                                                         | General.
Sharing of Revenues Collected from New Deals.
Payments.
Currency.
Withholding Taxes.                                                                                                                                                                                                                                                                                                                                             | 2021232323                                    
|14                                                                                                                               | CROSS LICENSE FOR DEVELOPMENT PURPOSE.                                                                                                                                                                                                                                                                                                                                                                                                    | 24                                            
|14.1
14.2
14.3
14.4                                                                                                              | Internal Use.
On-Going Licensing.
Development Partners.
Cross Licensing at Termination.                                                                                                                                                                                                                                                                                                                                                   | 24252626                                      
|15                                                                                                                               | LICENSING RIGHTS.                                                                                                                                                                                                                                                                                                                                                                                                                         | 26                                            
|15.1
15.2
15.3
15.4
15.5
15.6                                                                                                    | License from C1 to SAP.
License from SAP to C1.
No Restrictions.
General Terms.
Enforcement of Distributors Agreements.
Reverse Engineering and Modification Prohibition.                                                                                                                                                                                                                                                                 | 262728282929                                  
|16                                                                                                                               | EXISTING PARTNERS.                                                                                                                                                                                                                                                                                                                                                                                                                        | 30                                            
|17                                                                                                                               | INTERFACE LICENSING.                                                                                                                                                                                                                                                                                                                                                                                                                      | 30                                            
|17.1
17.2                                                                                                                        | C1 License of Interfaces to SAP.
SAP License of Interfaces to C1.                                                                                                                                                                                                                                                                                                                                                                         | 3031                                          
|18                                                                                                                               | INTELLECTUAL PROPERTY RIGHTS.                                                                                                                                                                                                                                                                                                                                                                                                             | 31                                            
|18.1
18.2
18.3
18.4
18.5
18.6
18.7
18.8
18.9                                                                                     | Ownership of Intellectual Property Rights in and to the Joint Offering.
Preexisting Software.
NetMarket Maker Solution.
Ownership of Developed Software.
Ownership of Other Jointly Developed Software other than as per Section 18.3.
Residual Knowledge.
Developed Software Materials.
Third-Party Software.
Proprietary Notices.                                                                                                       | 313132323333343434                            
|19                                                                                                                               | WARRANTIES.                                                                                                                                                                                                                                                                                                                                                                                                                               | 35                                            
|19.1
19.2                                                                                                                        | Warranties.
Disclaimer of Warranties.                                                                                                                                                                                                                                                                                                                                                                                                     | 3536                                          
|20                                                                                                                               | REPRESENTATIONS & COVENANTS.                                                                                                                                                                                                                                                                                                                                                                                                              | 36                                            
|20.1
20.2                                                                                                                        | C1.
SAP.                                                                                                                                                                                                                                                                                                                                                                                                                                  | 3636                                          
|21                                                                                                                               | INDEMNIFICATION.                                                                                                                                                                                                                                                                                                                                                                                                                          | 37                                            
|21.1
21.2
21.3
21.4
21.5                                                                                                         | Intellectual Property Indemnity from C1.
Intellectual Property Indemnity from SAP.
Customer Indemnity.
General Indemnity.
Distribution Indemnity.                                                                                                                                                                                                                                                                                         | 3737383940                                    
|22                                                                                                                               | LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES.                                                                                                                                                                                                                                                                                                                                                                                            | 41                                            
|22.1
22.2
22.3
22.4                                                                                                              | Limitation of Liability.
Exclusion of Damages.
NetMarket Maker Solution Indemnification.
Exceptions.                                                                                                                                                                                                                                                                                                                                      | 41414141                                      
|23                                                                                                                               | CONFIDENTIALITY.                                                                                                                                                                                                                                                                                                                                                                                                                          | 42                                            
|23.1
23.2                                                                                                                        | Confidential Information.
Confidential Obligations.                                                                                                                                                                                                                                                                                                                                                                                       | 4242                                          
|24                                                                                                                               | AUDIT RIGHTS.                                                                                                                                                                                                                                                                                                                                                                                                                             | 43                                            
|25                                                                                                                               | TERM & TERMINATION.                                                                                                                                                                                                                                                                                                                                                                                                                       | 44                                            
|25.1
25.2
25.3
25.4
25.5
25.6
25.7
25.8                                                                                          | Term.
Termination for Convenience.
Termination for Material Breach.
Termination as a Result of Bankruptcy.
Termination for Unresolved Disputes.
Termination for a Change of Control.
Survival.
Limitation on Right To Terminate Licenses.                                                                                                                                                                                                 | 4444444444444545                              
|26                                                                                                                               | POST-TERMINATION RIGHTS.                                                                                                                                                                                                                                                                                                                                                                                                                  | 46                                            
|26.1
26.2                                                                                                                        | C1 Post Termination License Rights.
SAP Post Termination License Rights.                                                                                                                                                                                                                                                                                                                                                                  | 4646                                          
|27                                                                                                                               | SOURCE CODE ESCROW.                                                                                                                                                                                                                                                                                                                                                                                                                       | 47                                            
|28                                                                                                                               | GLOBAL TRADING WEB (GTW).                                                                                                                                                                                                                                                                                                                                                                                                                 | 47                                            
|29                                                                                                                               | STATUS.                                                                                                                                                                                                                                                                                                                                                                                                                                   | 47                                            
|29.1
29.2                                                                                                                        | C1 Status.
SAP Status.                                                                                                                                                                                                                                                                                                                                                                                                                    | 4748                                          
|30                                                                                                                               | MISCELLANEOUS.                                                                                                                                                                                                                                                                                                                                                                                                                            | 48                                            
|30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10
30.11
30.12
30.13
30.14
30.15
30.16
30.17
30.18
30.19
30.20
30.21
30.22
30.23 | Other Remedies Cumulative.
Public Communications.
Section 365(n) of Bankruptcy Code.
Construction.
Assignment.
No Implied Waivers.
Severability.
Force Majeure.
Headings.
Notice.
Governing Law.
Exclusive Jurisdiction.
Entire Agreement.
Conflicting Terms.
Amendment By Written Agreement Only.
Standard Terms of A Party.
Export of Software.
Export Control.
Governmental Approvals.
Counterparts.
Non-solicitation.
FCPA.
Language. | 4848484949494950505050505051515151515252525253
|EXHIBIT A:                                                                                                                       | DEFINITIONS.                                                                                                                                                                                                                                                                                                                                                                                                                              | A-1                                           
|EXHIBIT B:                                                                                                                       | COMPENSATION STRUCTURE.                                                                                                                                                                                                                                                                                                                                                                                                                   | B-1                                           
|Exhibit B-1:
Exhibit B-2:                                                                                                        | Additional User Fees
Maintenance Fees                                                                                                                                                                                                                                                                                                                                                                                                     | B-1 1B-2 1                                    
|EXHIBIT C:                                                                                                                       | JOINT OFFERING TECHNOLOGY.                                                                                                                                                                                                                                                                                                                                                                                                                | C-1                                           
|Exhibit C-1:
Exhibit C-2:                                                                                                        | MarketSet
EnterpriseBuyer: Professional and Desktop Editions                                                                                                                                                                                                                                                                                                                                                                              | C-1 1C-2 1                                    
|EXHIBIT D:                                                                                                                       | SALES AND MARKETING SUMMARY.                                                                                                                                                                                                                                                                                                                                                                                                              | D-1                                           
|EXHIBIT E:                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                           | E-1                                           
|Exhibit E-1:
Exhibit E-2:                                                                                                        | Exclusivity Commitments
Established Marketplaces                                                                                                                                                                                                                                                                                                                                                                                          | E-1 1E-2 1                                    
|EXHIBIT F:                                                                                                                       | SUPPORT AGREEMENT.                                                                                                                                                                                                                                                                                                                                                                                                                        | F-1                                           
|Appendix A:
Appendix B:
Appendix C:
Appendix D:                                                                                  | Support Responsibilities
Component List
Minimum Set of Training
Support Contacts                                                                                                                                                                                                                                                                                                                                                          | F-7F-8F-10F-11                                
|EXHIBIT G:                                                                                                                       | SAP U.S. APPROVED DISTRIBUTORS.                                                                                                                                                                                                                                                                                                                                                                                                           | G-1                                           

---

STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement is entered into on this
18th day of September, 2000 by and between Commerce One, Inc. ("C1"), a
Delaware corporation with principal offices at 4440 Rosewood Drive, Bldg. 1,
Pleasanton, CA 94588  and SAP AG ("SAP AG"), a German corporation with
principal offices at Neurottstrasse 16, Walldorf 69190, Germany, and SAPMarkets,
Inc. ("SAPMarkets"), a Delaware corporation with principal offices at
3377 Deer Creek Road, Palo Alto, CA 94304.  SAP AG and SAPMarkets shall be
collectively referred to as "SAP."

RECITALS

Whereas, SAP and C1 intend to cooperate in the
development of a joint and premium marketplace solution related to exchange-
based business-to-business electronic marketplace portals; and

Whereas, such joint and premium marketplace solution shall
combine technologies from C1 and technologies from SAP; and

Whereas, C1 wishes to grant to SAP rights to use and
distribute, within the context of the joint and premium marketplace solution,
certain technologies owned or licensed by C1; and

Whereas, SAP wishes to grant C1 the rights to use and
distribute within the context of the joint and premium marketplace solution,
certain technologies owned or licensed by SAP; and

Whereas, C1 and SAP each agree to certain distribution
commitments in consideration for the rights and obligations set forth
herein.

In consideration of the mutual covenants contained herein,
the Parties agree to the following terms and conditions, which set forth the
rights, duties, and obligations of the Parties.

1. DEFINITIONS.
2. PURPOSE.
3. JOINT OFFERING DESCRIPTION.
4. JOINT DEVELOPMENT.
5. BRANDING.
6. SALES AND MARKETING.
7. EXCLUSIVITY COMMITMENTS.
8. ENTERPRISEBUYER SUITE.
9. MARKETBUYER SUITE OPPORTUNITIES OUTSIDE THE SCOPE OF THE JOINT OFFERING.
10. MARKETSITE OPPORTUNITIES.
11. ALLIANCE COMMITTEES.
12. SUPPORT AND TRAINING
13. COMPENSATION.
14. CROSS LICENSE FOR DEVELOPMENT PURPOSE.
15. LICENSING RIGHTS.
16. EXISTING PARTNERS.
17. INTERFACE LICENSING.
18. INTELLECTUAL PROPERTY RIGHTS.
19. WARRANTIES.
20. consistently handle date information, including but not
limited to accepting date input, providing date output, and performing
calculations on dates or portions of dates;
21. respond to two-digit year-date input in a way that
resolves the ambiguity as to century in a disclosed, defined, and predetermined
manner; and
22. store and provide output of date information in ways that
are unambiguous as to century.
23. REPRESENTATIONS & COVENANTS.
24. INDEMNIFICATION.
25. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES.
26. CONFIDENTIALITY.
27. AUDIT RIGHTS.
28. TERM & TERMINATION.
29. POST-TERMINATION RIGHTS.
30. SOURCE CODE ESCROW.
31. GLOBAL TRADING WEB (GTW).
32. STATUS.
33. MISCELLANEOUS.

[SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, the Parties have caused their duly
authorized representatives to enter into this Agreement effective on the
Effective Date.

---

|Commerce One, Inc.             |  | SAPMarkets, Inc.         
|------------------------------ |  | -------------------------
|By:Mark Hoffman                |  | By: Mayur Shah           
|Signature: /s/ Mark Hoffman    |  | Signature: /s/ Mayur Shah
|Title: Chief Executive Officer |  | Title: President         



|SAP AG                           |  | SAP AG                      
|-------------------------------- |  | ----------------------------
|By:Henning Kagermann             |  | By:Micheal Junge            
|Signature: /s/ Henning Kagermann |  | Signature: /s/ Micheal Junge
|Title: Co Chairman and CEO       |  | Title: Head of Legal Dept.  

---



EXHIBIT A: DEFINITIONS.

When used in this Agreement, the following terms have the
indicated meanings:

"Agreement" refers to this Strategic
Alliance Agreement.

"Affiliate" means a company or division
thereof in which a Party has an equity interest of at least fifty percent (50%),
SAP Turkey, and the entities listed in Exhibit G provided that under no
circumstances rights granted pursuant to this Agreement to an Affiliate of a
Party to this Agreement shall extend to the other shareholders of such Affiliate
(if such extension is mandatory pursuant to local laws, then such Affiliate
shall not be granted any rights, including, without limitation, licensing rights
and shall be considered for purposes of this Agreement a simple
distributor).

"Alternative Technologies" means technology
being developed by C1 and/or SAP which may be offered as alternative solutions
as part of the Joint Offering, provided such alternative solutions are
identified and mutually agreed by the Parties in advance in accordance with a
mutually agreed procedure.

"Auction Technology" means the technology
developed and provided by C1 set forth in Exhibit C-1 which facilitates the
sale of goods or services through a forward or reverse auction marketplace.
Each Party acknowledges that the definition of Auction Technology shall not
include further functionality which may be developed by either C1 or SAP.

"Beneficially Owned" shall have the meaning
set forth in Rule 13d-3 of the rules and regulations promulgated under the
Exchange Act.

"B2B Procurement" means the hosted and
enterprise version of SAP B2B procurement product.

"Business Day" means a day (excluding
Saturdays) on which banks are generally open for business in the U.S.A and
Germany.

"BuySite Software" means the hosted and
enterprise version of C 1 BuySite Software.

"C1 Exclusive Territories'' means the territories
and Industry Verticals listed in the Exhibit E.

"C1 Technology" means the technology and any
related technical components, including auction technology, provided by C1 as
part of the Joint Offering pursuant to Section 3 (Joint offering Description)
and as described and identified in Exhibit C-1, Exhibit C-2 and the
Joint Development Agreement.

"Code" means computer programming code.

"Common Business Language (CBL) XML Schema
Technology" means a set of XML building blocks and a document framework
that allows the creation of schema-based XML documents for electronic
commerce.

"Competitor" means (a) Oracle
Corporation International Business Machines Corporation, i2 Technologies,
Inc., Peop1esoft, Inc., Baan Company, N.V., Siebel Systems, Inc. and Ariba Inc.
and their successors, (b) any person in which any of the persons set forth
in clause (a) own more than twenty percent (20%) of the Total Current Voting
Power of such person or (c) any person with which any of the persons set
forth in clause (a) have a strategic alliance or similar agreement that provides
for the joint offering of a solution that substantially competes with the Joint
Offering.

"Confidential Information" shall have the
meaning assigned to it in Section 23.1.

"Development Effort" means the development
work to be performed pursuant to the Joint Development Agreement.

"Documentation" means any on-line help files
and/or written instruction manuals regarding the use of product or
technology.

"Effective Date" means the date this
Agreement is executed by all Parties.

"EnterpriseBuyer Desktop Edition" means the
electronic procurement application set forth and described in Exhibit C-2.

"EnterpriseBuyer Professional Edition" means
the electronic procurement application set forth and described in
Exhibit C-2.

"EnterpriseBuyer Suite" means the licensing
by the Parties of the EnterpriseBuyer Desktop Edition and EnterpriseBuyer
Professional Edition together during Phase I only and as set forth in
Exhibit C-2.

"Electronic Procurement Applications" means
the EnterpriseBuyer Desktop Edition, EnterpriseBuyer Professional Edition,
MarketBuyer Desktop Edition and the MarketBuyer Professional Edition.  The
EnterpriseBuyer Desktop Edition and the MarketBuyer Desktop Edition are referred
to herein as the Desktop Editions of the Electronic Procurement Applications and
the EnterpriseBuyer Professional Edition and the MarketBuyer Professional
Edition are referred to herein as the Professional Editions of the Electronic
Procurement Applications.

"Established Marketplaces" shall mean in the
case of C1, those Marketplaces identified in Exhibit E-2, and in the case
of SAP, those Marketplaces identified in Exhibit E-2.

"Existing Commitments" means any executed
contract, letter of intent, memorandum of understanding, or other similar
agreement, whether binding or not, provided that such agreement has been
announced prior to the Effective Date of this Agreement.

"Global Trading Web (GTW)" means the
world-wide business to business trading community comprised of open e-marketplaces
running on the Commerce One Marketsite Portal solution.

"Industry Vertical" means a large scale
trade exchange Marketplace Portal, including, but not limited to, GM
TradeExchange and Energy.

"Intellectual Property Rights" means any
patent rights, copyrights, trade secrets, trade names, service marks and any
other similar rights or intangible assets recognized under any laws, or
international conventions and in any country or any jurisdiction in the world,
as intellectual creations to which rights of ownership accrue, and all
registrations, applications, disclosures, renewals, extensions, continuations or
reissues of the foregoing now or hereafter in force.

"Intellectual Property Territories" means
all the Territories that are (i) members of the Berne Convention,
(ii) members of the Paris Convention, or (iii) members of TRIPS.

"Joint Development Agreement" means that the
Joint Development Agreement to be executed by the Parties within thirty (30)
days from the Effective Date.

``Joint Development Team" means one or more
resources of the Parties or a Development Partner which are tasked to complete
some element or elements of the Development Effort.

"Joint Offering" shall have the meaning set
forth in Section 3.1.

"Leading Development Executive" means the
two persons at C1 or SAP responsible for the management or oversight of the C1
Technology, SAP Applications or Joint Offering.

"Leading Sales and Marketing Executives"
means the two persons at C1 or SAP responsible for the management or oversight
of the respective sales and marketing teams.

"License Fees" means (i) the software
license fees paid by the customer reflecting all applicable discounts less any
taxes, or (ii) in the case of fees received from a third party distributor,
the amount received from the applicable distributor. The Parties agree that
certain third party products which are not part of the C1 Technology and the SAP
Applications and which are licensed to the customer at fair market value are
excluded from the definition of License Fees.  The Parties agree to discuss the
subtraction of any third party royalties or referral fees payable on a
case-by-case basis from the aggregate License Fees payable to the other Party upon the
license of the Joint Offering, the EnterpriseBuyer Desktop Edition or the
EnterpriseBuyer Professional Edition.  Upon mutual agreement in writing, the
Parties will make appropriate adjustments to License Fees to reflect such third
party payments owed by either Party.

"MarketBuyer Desktop Edition" means the
electronic procurement application set forth and described in Exhibit C-
2.

"MarketBuyer Professional Edition" means the
electronic procurement application set forth and described in Exhibit C-
2.

"Marketplace Portal" means exchange-based
business-to-business electronic marketplace portals, whether or not such
exchanges are external revenue-generating businesses or private non-revenue
generating portals.  The term Marketplace Portals shall exclude (i) the
term "Net Market Maker" which shall be defined as Cl's hosted buying
service that is not integrated with Cl's MarketSite software, and
(ii) enterprise intranet environments in which the business partners of an
SAP customer are allowed to interact with such SAP customer by accessing the
enterprise version of my SAP.com software.

"MarketSite Software" means version 3.2 of
the MarketSite software (and subsequent versions released during the term of
this Agreement) as described in the documentation generally provided with such
software.

"MRO" means maintenance, repair and
operating goods or services.

"NetMarket Maker Solution" means the version
[1.0] of the NetMarket Maker software (and subsequent versions released during
the term of this Agreement) as described in the documentation generally provided
with such software.

"NetMarket Maker" means the entity licensing the
NetMarket Maker Solution.

"Object Code" means the binary
machine-executable form of Code, including object files, libraries, executable program,
scripts and HTML pages.

"Parties" refers to SAP AG, SAPMarkets, and
C1 while "Party" refers to anyone of them or in the case of SAP AG and
SAPMarkets to both of them.

"Phase I" means the period starting on the
Effective Date and ending on the later of 01/01/01 or the date the Joint
Offering is commercially available.

"Phase II" means the period starting on the
later of 01/01/01 or the date the Joint Offering is commercially available and
ending three (3) years from the date of termination of this Agreement.

"Private Enterprise Portals" means a portal
for a specific customer (and its direct distributors, franchisees and similar
business partners) which is not used to generate revenues independently.

"Professional User" means those individuals
authorized to access the Professional Editions of the Electronic Procurement
Applications to execute purchases associated with direct goods, vendor and
contract maintenance, strategic sourcing, material planning, and material,
repair and overhaul (MRO).

"Requisite Catalog Engine Software" means
the catalog described in Exhibit C- 1.

"Requisition User(s)" means those
individuals authorized to access any of the Electronic Procurement Applications
solely to submit requisitions, bid invitations and/or request for proposals
transactions.

"Revenue Share" means any revenue received
by a Party during the term of the customer license agreement including without
limitation transaction fees, subscription fees and listing/access fees, but
excluding initial or subsequent License Fees and fees received for maintenance,
support or training.

"RMP" refers to Regional Marketplace
Provider or Global Marketplace Partners.

"SAP" refers to SAP AG and SAPMarkets,
Inc.

"SAP Applications" means the applications
and any related technical components provided by SAP as part of the Joint
Offering pursuant to Section 3 (Joint Offering Description) and as described and
identified in Exhibit C-1 , Exhibit C-2 and the Joint Development
Agreement.

"Source Code" means the human-readable form
of Code.

"Source Code Escrow" shall have the meaning
assigned to it in Section 27.

"Executive Committee" shall have the meaning
attributed to it in Section 9.

"Subsidiary" means a company or division
thereof whose equity is one hundred percent (100%) owned by a Party.

"Total Current Voting Power" means, with
respect to any entity, at the time of determination of Total Current Voting
Power, the total number of votes which may be cast in the election of members of
the board of directors of the corporation if all securities entitled to vote in
the election of such directors are present and voted (or, in the event the
entity is not a corporation, the governing members, board or other similar body
of such entity).

"Update" means a version of the software
consisting of corrections and minor functional enhancements to the prior version
of the software.  Updates are registered by means of a change of the number to
the right of the decimal point, e.g. 3.0 >> 3.1.

"Upgrade" means a version of the software in
which substantial new functionality or other substantial changes to the prior
version of the software.  Upgrades are registered by means of a change of the
number to the left of the decimal point, e.g. 3.0 >> 4.0.

"User Interface" means the interface used by
end-users in accessing the Joint Offering.

"Voting Stock" means shares of the Cl's
common stock and any other securities of C1 having the ordinary power to vote in
the election of members of the Board of Directors of C1.

"13D Group" means any group of persons
formed for the purpose of acquiring, holding, voting or disposing of Voting
Stock which would be required under Section 13(d) of the Exchange Act, and the
rules and regulations promulgated thereunder, to file a statement on Schedule
13D pursuant to Rule 13d-1 (a) of the rules and regulations promulgated under
the Exchange Act or a Schedule 13G of the rules and regulations promulgated
under the Exchange Act pursuant to Rule 13d-l(c) of the rules and regulations
promulgated under the Exchange Act with the SEC as a "person" within
the meaning of Section 13(d)(3) of the Exchange Act if such group Beneficially
Owned Voting Stock representing more than 5% of any class of Voting Stock then
outstanding.

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EXHIBIT B: COMPENSATION STRUCTURE.

1. Joint Offering
2. New Deals
3. Mega-Verticals: Upon the execution of the
applicable license agreement with the customer, the licensing Party shall be
responsible for remitting to the other Party, either C1 or SAP (whether SAP AG
or SAPMarkets), an amount equal to the greater of fifty percent (50%) of the
License Fees for the Joint Offering, or $7.5 million, and shall also remit
fifty percent (50%) of the Revenue Share received by the licensing Party
pursuant to the customer agreement, which shall not be less than five percent
(5%) of customer Gross Revenues as defined in the applicable customer end user
agreement, and 50% of any customer equity received by the licensing party
(provided such equity is not purchased as part of any corporate venture program
offered by the licensing Party).  The amount of maintenance fees shall be
allocated between the Parties as set forth within Section 13 of this
Agreement.
4. Regional Market Providers (RMPs): Upon the
execution of the applicable license agreement with the customer, the licensing
Party shall be responsible for remitting to the other Party, either C1 or SAP
(whether SAP AG or SAPMarkets), an amount equal to the greater of fifty percent
(50%) of the License Fees for the Joint Offering, or $5.5 million, and shall
also remit fifty percent (50%) of the Revenue Share received by the licensing
Party, which shall not be less than five percent (5%) of customer Gross Revenues
as defined in the applicable customer end user agreement, and 50% of any
customer equity received by the licensing party (provided such equity is not
purchased as part of any corporate venture program offered by the licensing
party).  The amount of maintenance fees shall be allocated between the Parties
as set forth within Section 13 of this Agreement.
5. Private Enterprise Portals: Upon the execution of
the applicable license agreement with the customer, the licensing Party shall be
responsible for remitting to the other Party, either C1 or (whether SAP AG or
SAPMarkets), an amount equal to the greater of fifty percent (50%) of the
License Fees for the Joint Offering, or $10 million.  In the event the customer
subsequently licenses from either of the Parties the ability to operate a
revenue generating marketplace, the licensing Party shall remit to the other
Party fifty percent (50%) of the Revenue Share received by the licensing Party
pursuant to the customer agreement, which shall not be less than three percent
(3%) of customer Gross Revenues as defined in the applicable customer end user
agreement, and any other consideration including, but not limited to equity of
the customer obtained in consideration of such expanded license right, shall be
allocated between the parties on a equal basis.
6. Established C1 Marketplaces.
7. Mega-Verticals.  A division of License Fees and
Revenue Share for the sale of SAP Applications to Established C1 Mega-Verticals
shall be negotiated at the time of license of the SAP Applications.  All
established C1 Mega-Verticals are identified in Exhibit E of the Agreement.
All such Revenue Share due to SAP pursuant to this provision, if any, shall
survive in accordance with Section 13.2.4.
8. Regional Marketplace Provider (RMPs).  In each
instance of a license of the SAP Applications to an RMP (as identified in
Exhibit E), C1 shall receive thirty-five percent (35%) and SAP shall
receive sixty-five (65%) of the upfront License Fees received from the RMP for
the SAP Applications, and C1 shall pay to SAP thirty-five percent (35%) of all
ongoing Revenue Share earned by C1 from such RMP beginning on the date of the
execution of the contract licensing the SAP Applications.  Should the RMP
request to license some, but not all of the SAP Applications, the Parties may
agree on a case-by-case basis in writing in advance to an appropriate division
of the Revenue Share paid to SAP based upon the functionality licensed by such
RMP marketplace.  All such Revenue Share due to SAP pursuant to this provision,
if any, shall survive in accordance with Section 13.2.4.
9. Net Market Maker (NMM).  In each instance of a
license of the SAP Applications to a NMM (as identified in Exhibit E), C1
shall receive thirty percent (30%) and SAP shall receive seventy percent (70%)
of the up front License Fees received from such NMM for the SAP Applications and
C1 shall pay to SAP thirty percent (30%) of all ongoing Revenue Share earned by
C1 from such NMM beginning on the date of the execution of the contract
licensing the SAP Applications.  Should the NMM desire to license some, but not
all of the SAP Applications, the Parties may agree on a case-by-case basis in
writing in advance an appropriate division of the Revenue Share paid to SAP
based upon the functionality licensed by such NMM. All such Revenue Share due to
SAP pursuant to this provision, if any, shall survive in accordance with Section
13.2.4.
10. C1 MRO Marketsites.
11. Equity. No equity in any Established C1 Marketplace shall be
paid to SAP, unless otherwise negotiated at the time of the license of the SAP Applications.
12. Maintenance Fees. The Parties shall agree on a specified percentage of split maintenance
fees associated with the license of the SAP Applications. Such split shall be based on the
actual support obligations undertaken by the Parties pursuant to Section 11 of this
Agreement and shall have the goal of preserving general equivalent maintenance fees for
each Party under each Party's existing offering.
13. Established SAP Marketplaces

License Fees.  Upon the signing of the definitive
agreements, SAP will license three (3) MarketSite Software licenses (including
first year maintenance) as an upsell to the three (3) Established SAP
Marketplaces.  In addition, a royalty of Two Million Dollars ($2,000,000) shall
be payable to C1 for each license of the C1 Technology by SAP to an Established
SAP Marketplace by June 30, 2001.  SAP shall be entitled to credit
royalties pursuant to this provision against the prepaid royalties to be paid to
C1 as described in Section II of this Exhibit B.
Revenue Share.  SAP shall pay C1 ten-percent (10%)
of all ongoing Revenue Share paid to SAP by Established SAP Marketplaces which
license the MarketSite Software or the Joint Offering.  For those Established
SAP Marketplaces that are not subject to a definitive agreement, SAP shall use
all reasonable and good faith efforts to involve C1 in such negotiations to
finalize the terms in the agreements related to Revenue Share, including review
by the Sales and Marketing Committee of any propose revenue sharing provisions.
All such Revenue Share due to C1 pursuant to this provision shall survive in
accordance with Section 13.2.4.

Equity.  No equity in any Established SAP
Marketplaces shall be paid to C1, unless otherwise negotiated at the time of the
license of the C1 Technology.

Maintenance Fees.  The Parties shall agree on a
specified percentage of split maintenance fees associated with the license of
the C1 Technology.  Such split shall be based on the actual support obligations
undertaken by the parties pursuant to Section 11 of this Agreement and
shall have the goal of preserving general equivalent maintenance fees for each
Party under each Party's existing offering.
14. License Fees.  Upon the signing of the definitive
agreements, SAP will license three (3) MarketSite Software licenses (including
first year maintenance) as an upsell to the three (3) Established SAP
Marketplaces.  In addition, a royalty of Two Million Dollars ($2,000,000) shall
be payable to C1 for each license of the C1 Technology by SAP to an Established
SAP Marketplace by June 30, 2001.  SAP shall be entitled to credit
royalties pursuant to this provision against the prepaid royalties to be paid to
C1 as described in Section II of this Exhibit B.
15. Revenue Share.  SAP shall pay C1 ten-percent (10%)
of all ongoing Revenue Share paid to SAP by Established SAP Marketplaces which
license the MarketSite Software or the Joint Offering.  For those Established
SAP Marketplaces that are not subject to a definitive agreement, SAP shall use
all reasonable and good faith efforts to involve C1 in such negotiations to
finalize the terms in the agreements related to Revenue Share, including review
by the Sales and Marketing Committee of any propose revenue sharing provisions.
All such Revenue Share due to C1 pursuant to this provision shall survive in
accordance with Section 13.2.4.
16. Equity.  No equity in any Established SAP
Marketplaces shall be paid to C1, unless otherwise negotiated at the time of the
license of the C1 Technology.
17. Maintenance Fees.  The Parties shall agree on a
specified percentage of split maintenance fees associated with the license of
the C1 Technology.  Such split shall be based on the actual support obligations
undertaken by the parties pursuant to Section 11 of this Agreement and
shall have the goal of preserving general equivalent maintenance fees for each
Party under each Party's existing offering.
18. EnterpriseBuyer Professional Edition and
EnterpriseBuyer Desktop Edition Licensed to Participants in the Marketplace
Portal as part of a Joint Sale in connection with a Marketplace
Portal.
19. Prepayments and Royalty Expiration.
20. Prepayments.  During the term of this Agreement,
SAPMarkets shall pay minimum royalty prepayments to C1 equal to a total of One
Hundred Twenty Million Dollars ($120,000,000).  The payments shall be made in
three installments of Forty Million Dollars ($40,000,000) with the first
prepayment due within five business days following the execution of this
Agreement but in any event no later than September 29, 2000, and the second
and third prepayments of Forty Million Dollars ($40,000,000) each due
August 31, 2001, and 2002, respectively.  To the extent that SAP pays
Royalties or receives a credit or offset within an installment period in excess
of Forty Million Dollars $40,000,000), such excess amount shall, at SAP'S
option, be applied to reduce the next prepayment of Forty Million Dollars
($40,000,000) due and payable under this Agreement.  Any royalties or amounts
due to C1 from SAP pursuant to this Agreement in respect of the period ending
August 31, 2003 shall be credited against these prepayments.  C1 shall not
be entitled to receive any additional royalty or other payments from SAP
pursuant to this Agreement until such time as all amounts prepaid to C1 by SAP
under this Agreement have been fully offset in accordance with the terms
hereof.
21. Royalty Expiration; Credits.  In consideration for
the grant by C1 to SAP of the right to license the Joint Offering to the three
(3) Established SAP Marketplaces, C1 shall credit Six Million Dollars
($6,000,000) against the prepayment (upon installation by SAPMarkets and
acceptance of the MarketSite Software by September 30, 2000), of the
initial Forty Million Dollars ($40,000,000) paid as of the execution of this
Agreement.  In addition, SAP shall purchase such number of NetMarket Maker
Solution licenses or MarketSite Software licenses (including the prepayment of
the first year of Maintenance and Support) at mutually agreed to fees (set forth
herein) equal to the certain quarter targets (the "Threshold Targets").
Such Threshold Targets shall be as follows: (i) as of
September 30, 2000, the difference between $15 million and the aggregate
amount of any royalties paid to C1 in respect of the period ending
September 30, 2000, and (ii) as of December 31, 2000, the
difference between $25 million and the aggregate amount of any royalties paid in
respect of the fourth quarter of 2000.
22. EnterpriseBuyer Professional Edition and EnterpriseBuyer Desktop Edition Revenue Splits.
23. EnterpriseBuyer Professional Edition and
EnterpriseBuyer Desktop Edition Maintenance Splits.
24. Net MarketMaker Solution resold by SAP.

---



EXHIBIT B-1: ADDITIONAL USER FEES.ENTERPRISE BUYING SOLUTIONS - REVENUE SPLITS

I.      COMPONENT LICENSING - Phase I (EXPECTED TO END AFTER 4Q 2000)

EnterpriseBuyer Desktop Edition and EnterpriseBuyer Professional Edition
licensed together as a bundle (anticipated through the end of 2000)

During this period, license fees are split EQUALLY (50%/50%), without regard
to seller or territory.

Minimum royalty to non-selling party is $250,000, unless otherwise agreed by
the Sales and Marketing Committee in writing (exception authority to be
delegated on each side to regional joint committees)*.

Minimum royalty for licenses of EnterpriseBuyer Desktop Edition by C1 unaffiliated Distributors is
$75,000

All royalties on reseller licenses based upon net amount received by SAP
or C1 (as the case may be) from the reseller

II.       COMPONENT LICENSING - Phase II

EnterpriseBuyer Desktop and Professional Editions offered independently
(unbundled) on a component basis, with royalties and minimums described below through December 31, 2001:

|EnterpriseBuyer Professional Edition |        |       |                            | Minimum Royalties*   
|------------------------------------ | ------ | ----- | -------------------------- | ---------------------
|Sales Lead	Territory                 | To SAP | To C1 | Requisitioner - Enterprise | Per Professional User
|SAP Sells	North America              | 75%    | 25%   | $125,000                   | $353                 
|SAP Sells	Outside North America      | 80%    | 20%   | $100,000                   | $282                 
|C1 Sells	Globally                    | 50%    | 50%   | $250,000                   | $705                 

* Minimum Royalties on license fees do not apply to:

(1) mySAP.com Starter Packs;
  (2) Non-productive use licenses (test/demo, development, etc.);
  (3) Small and Medium sized enterprises with annual revenues less than US$200 million

|EnterpriseBuyer Professional Edition |           |        |       |                            | Minimum Royalties*   
|------------------------------------ | --------- | ------ | ----- | -------------------------- | ---------------------
|Sales Lead                           | Territory | To SAP | To C1 | Requisitioner - Enterprise | Per Professional User
|C1 Sells                             | Globally  | 20%    | 80%   | $100,000                   | N/A                  
|SAP Sells                            | Globally  | 50%    | 50%   | $250,000                   | N/A                  
|C1 Distributor Sells                 | Globally  | 20%    | 80%   | $50,000                    | N/A                  

*Applicable percentage of amount received by C1 from unaffiliated C1 Distributor

After January 1, 2002, model for both editions moves to 50%/50% for resale
and 90%/10% for joint development efforts (with minimum royalties of $250,000
and $50,000, respectively) for the remaining contract term.

All royalties on reseller licenses based upon net amount received by SAP or
C1 (as the case may be) from the reseller

III.        MYSAP.COM SPLITS

Royalties and minimums where SAP distributes EnterpriseBuyer Professional
Edition and/or EnterpriseBuyer Desktop Edition as an incorporated part of

Where the EnterpriseBuyer products are bundled through December 31,
2001

In all

For Period After December 31, 2001 - Bundling of EnterpriseBuyer
Desktop Edition with

Net Value means the License Fees received attributable to the

IV.        EXISTING BUYSITE AND BBP CUSTOMERS

All existing BBP, Buysite and EnterpriseBuyer Suite customers will be able to
upgrade to Enterprise Buyer Professional or Desktop Edition FOR MRO/CASUAL USE
at no additional charge as part of maintenance.

Additional license fees outside of

Existing BBP/BuySite customers under executed license agreements dated on or
prior to August 15, 2000 (outside of

Any BBP/BuySite customers that have paid less than $100,000 in License Fees
for BBP/BuySite will receive 35 Professional Users at no additional license fee

Existing

All royalties payable by SAP/SAPMarkets creditable against SAP
prepayments

Where SAP licenses EnterpriseBuyer Desktop Edition on a user
basis (whether under

Certain specific opportunities in 3Q/4Q 2000 where existing sales cycles near
completion for both

---



EXHIBIT B-2: MAINTENANCE FEES.

Proposed support/maintenance responsibilities for
EnterpriseBuyer Desktop/Professional Editions (inside the firewall) installations:

|Product
EnterpriseBuyer Desktop Edition | Level 2 (Hotline/Local)
Commerce One through 12/31/2000; Selling Party thereafter | Level 3 (Regions/Devt.)
Commerce One leads (SAPMarkets supports for SAPMarkets
components)
|--------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------
|EnterpriseBuyer Professional Edition    | SAP through 12/31/2000; Selling Party thereafter                                  | SAPMarkets leads (Commerce One supports for Commerce One
components)                      

* Minimum Royalties on maintenance fees do not apply to:

(1) mySAP.com Starter Packs;
  (2) Non-productive use licenses (test/demo, development, etc.);
  (3) Small and Medium sized enterprises with annual revenues less than US$200 million



The maintenance splits herein shall only apply during the term of the applicable maintenance agreement with the customers.

VI.        COMPONENT LICENSING - Phase I

EnterpriseBuyer Desktop and Professional Edition licensed as bundle; before
customer implements bundled product, unclear which code will be deployed.

During this period, maintenance fees split EQUALLY (50%/50%), without regard
to seller or territory; Minimum Annual Maintenance Fee (payable to non-selling
party) is $42,500*

Once the customer has implemented EnterpriseBuyer Desktop or Professional
Edition code and notified SAP or C1 of commencement of productive environment,
maintenance fees apply as set forth in Item II, below, for all FUTURE
maintenance payments.

VII.        COMPONENT LICENSING - Phase II

EnterpriseBuyer Professional Edition                
Maintenance splits based upon annual percentage of associated royalties paid in accordance with Exhibit B-1

|Sales Lead | Territory | To SAP | To C1 | Minimum*
|---------- | --------- | ------ | ----- | --------
|SAP Sells  | Globally  | 15.3%  | 1.7%  | $ 8,500 
|C1 Sells   | Globally  | 8.5%   | 8.5%  | $ 35,000

EnterpriseBuyer Desktop Edition                
Maintenance splits based upon annual percentage of associated royalties paid in accordance with Exhibit B-1

|Sales Lead | Territory | To SAP | To C1 | Minimum*
|---------- | --------- | ------ | ----- | --------
|C1 Sells   | Globally  | 1.7%   | 15.3% | $ 8,500 
|SAP Sells  | Globally  | 8.5%   | 8.5%  | $ 35,000

After January 1, 2002, no maintenance split to SAP when C1 sells
EnterpriseBuyer Desktop Edition or to C1 when SAP sells EnterpriseBuyer
Professional Edition
Maintenance fee splits otherwise continue based upon split in place at time
of licensing (provided customer pays continuing maintenance and each party
provides required support)

VIII.        MYSAP.COM SPLITS

Licenses Based upon Bundling of the EnterpriseBuyer Suite with mySAP.com through December 31, 2001

In mySAP.com deals, customers may request to receive both the EnterpriseBuyer Desktop and Professional
 Editions, and C1 would receive maintenance fees based upon the following formula:

Maintenance = 8.5%* Royalty payable to C1 from Exhibit B-1

No Bundling of the EnterpriseBuyer Suite After December 31, 2001 - No mySAP.com Split If EnterpriseBuyer Desktop Edition Not Licensed

In mySAP.com deals, assuming customer only receives EnterpriseBuyer Professional Edition, C1 would receive NOT receive maintenance fees from SAP

Maintenance fee splits otherwise continue based upon split in place at time of licensing
  (provided customer pays continuing maintenance and each party provides required support)

IX.        IX. EXISTING BUYSITE AND BBP CUSTOMERS

Apply all rules set forth above only upon upgrade to the other
EnterpriseBuyer Suite product for example:

— If BuySite customer simply upgrades to EnterpriseBuyer Desktop Edition,
Commerce One retains all maintenance fees

— If BBP customer simply upgrades to EnterpriseBuyer Professional Edition,
SAP/SAPMarkets retain all maintenance fees

— If BuySite customer upgrades to Professional Edition (or deploys
Professional and Desktop Edition), maintenance fees split 50% to SAPMarkets and
50% to Commerce One, and $70,000 annual minimum to SAPMarkets applies

— If BBP customer upgrades to Desktop Edition (or deploys
Desktop and Professional Edition), maintenance fees split 50% to Commerce One
and 50% to SAPMarkets, and $35,000 minimum to Commerce One applies

— If existing mySAP.com customer upgrades to Desktop
Edition (or deploys Desktop and Professional Edition), maintenance fees will be
payed consistent with III. MYSAP.COM splits - .085% of mySAP.com net License Fees

---



EXHIBIT C: JOINT OFFERING TECHNOLOGY.

See Attached

---



JOINT OFFERING DESCRIPTION

COMMERCE ONE AND SAP

MARKETSET

JOINT DESCRIPTION DOCUMENT
EXHIBIT C-1

DATE: 09/18/2000

FINAL

|OBJECTIVE                                                                                                                                                                                        | C-1 3                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------
|MARKETSET OVERVIEW                                                                                                                                                                               | C-1 3                              
|MARKETSET RELEASE STRATEGY                                                                                                                                                                       | C-1 3                              
|MARKETSET INFRASTRUCTURE                                                                                                                                                                         | C-1 4                              
|MARKETSET PLATFORM                                                                                                                                                                               | C-1 4                              
|MARKETSET UI BUILDER                                                                                                                                                                             | C-1 5                              
|MARKETSET SERVICES FRAMEWORK                                                                                                                                                                     | C-1 6                              
|MARKETPLACE BASED APPLICATIONS AND SERVICES                                                                                                                                                      | C-1 6                              
|MARKETPLACE BASED PROCUREMENT -- "MARKETBUYER
MARKETPLACE ORDER MANAGEMENT
CONTENT AND CATALOG MANAGEMENT
COLLABORATIVE PLANNING SERVICES
DESIGN SERVICES
ANALYSIS INTELLIGENCE
AUCTION SERVICES | C-1 6C-1 6C-1 6C-1 7C-1 7C-1 8C-1 8
|MARKETSET, VERSION 1 DELTA                                                                                                                                                                       | C-1 8                              
|MARKETBUYER
ORDER MANAGEMENT
COLLABORATIVE PLANNING SERVICES                                                                                                                                     | C-1 9C-1 9C-1 9                    
|PLM                                                                                                                                                                                              | C-1 9                              
|MARKETSET LANGUAGE/LOCALIZATION SUPPORT                                                                                                                                                          | C-1 9                              

OBJECTIVE

This document provides a summary level review of the Commerce One/SAPMarkets
Joint Offering, called "MarketSet".  The document covers the first two
planned releases of the solution:

Release One: Target time frame is September 2000

Release Two: Target time frame for controlled availability (CA) will be
December 2000.  General Availability (GA) of the solution is targeted for
Q1 2001.

Note: EnterpriseBuyer will be addressed in a separate document.

MARKETSET OVERVIEW

Commerce One and SAPMARKETS will develop, sell and support a Joint Offering
that utilizes Commerce One's MarketSite infrastructure and SAPMARKETS supply
chain applications plus other applications from Commerce One and SAPMarkets.
This solution is named MarketSet.

[GRAPHIC: Joint Offering Functional Overview]

MARKETSET RELEASE
STRATEGY

Commerce One and SAPMARKETS will produce two releases of the MarketSet in
2000.  Version one will be released in the September time frame and version two
will be released in controlled availability in November/December time frame.
Version two is expected to be "GA" (Generally Available) in Q1
2001.



This document will describe both version 1 and version 2 of the MarketSet.



|Version   | Release Type | Target Release Date | Focus                                                                                                                                                                                                             
|--------- | ------------ | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Version 1 | GA           | September 2000      | Initial solution to demonstrate C1/SAPMARKETS partnership and
interoperability of the applications and platforms                                                                                                  
|Version 2 | Controlled   | November/December   | This shipment focuses on improved Ship2000 integration of MarketSet
components, richer functionality in MarketBuyer/order management/Supply Chain
and improvements/changes in MarketSet Platform/MarketSet Builder
|Version 2 | GA           | Q1 2001             | Focuses on quality                                                                                                                                                                                                

MARKETSET INFRASTRUCTURE

MarketSet infrastructure consists of the following components on which
Commerce One/SAPMarkets marketplaces are created and deployed:

MARKETSET PLATFORM

MarketSet Platform will be built on Commerce One MarketSite infrastructure.
The primary functions of MarketSite needed are:

-	Provide an open framework to integrate marketplace based applications
and services

-	Provide business document transaction and integration services

The platform provides the necessary infrastructure to
securely exchange business documents between trading partners.  Base features
include

-	Establish communication points for trading partners.

-	Document centered message routing and processing.

-	Document centered service/application development model.

-	Scalability through advanced XML, Directory and Server technologies.

-	Complex messages involving multiple documents.

-	Administration console for managing and monitoring platform process

-	The platform includes an LDAP 4.0 compliant directory for storing and
retrieving data required by the XML Server, its services and the MarketSet
services.  This includes all Trading Partner data and, optionally, XML
schemas.

XML SERVER/XCC (MARKETPLACE BASED XCC): The XML Commerce Connector provides
the framework for the creation and transmission of XML documents and, includes
all of the services necessary to exchange business transactions between trading
partners.  It leverages the security, registration, routing and messaging
infrastructure areas provided by the MarketSite platform.

GATEWAYS: Two gateways will be included with MarketSet:

-	EDI gateway with integration to GXS for EDI translation services and
supplier integration.

-	RosettaNet gateway for support of the RosettaNet v2.0 specification.

BUSINESS CONNECTOR: The SAP Business Connector will be used to integrate R/3
and third party systems into the Marketplace.  This will augment the existing C1
XPC (XML Portal Connector).  The SAP Business Connector will be enhanced with C1
XPC/XCC technology and additional SAP/webMethods technology (subject to any
necessary agreement with webMethods).  Focus will be on integrating existing R/3
systems into the MarketSet. Support will also be offered for 3rd party ISV
systems.

FEATURES:

-	SAP Business Connector v3.1

-	Java based mapping environment for the base document format and
contents.

-	Support asynchronously and synchronously exchange of business
documents.

-	Supports xCBL based documents

-	IDOCS will be supported as attachments

XML PORTAL CONNECTOR (XPC): Commerce One's Portal Connector is a toolkit that
allows third party applications to "connect" with MarketSet.  Its
primary function is to support easy integration of systems, e.g. ERP systems,
with MarketSet using a specifically designed version of Commerce One XML
Commerce Connector with special integration technology.

xCBL - XML COMMON BUSINESSLIBRARY: xCBL was created to provide the document
framework that is needed for robust XML exchange.  CBL is an open XML
specification for the exchange of business documents such as product
descriptions, purchase orders, invoice, and shipping schedules. MarketSet will
ship xCBL 3.0.

MARKETSET UI BUILDER

MarketSet Builder is a set of components used to create the front-facing
marketplace experience.  Customers uses the component to build a community of
buyers and suppliers and create a set of marketplace based community services.
The builder includes user interface templates, a system for user/policy
management, methods for trading partner registration and user login, role-based
and user-based personalization, and hooks into MarketSet business services
framework.  Netegrity's SiteMinder product will be integrated into the builder
providing the user/policy management.  The UI builder will include Apache's
JetSpeed technology to provide role-based and user-based personalization.
Integration to SAP'S workplace business environment will be provided as
determined appropriate by the parties.  The September release of the builder
will also include a bulletin board community service.

MARKETSET SERVICES FRAMEWORK

The Business Services Framework within MarketSet is a complete marketplace
framework for the rapid integration of new and existing services into the
marketplace.  This enables marketplace operators to add in additional business
services rapidly in order to provide more value to their customers.  The
Business Services Framework consists of software tools, APIs, documentation, and
methodologies for integrating services in a number of different ways depending
on what one would like to accomplish through the integration.  To accommodate
MarketSet, the Business Services Framework has been adapted according to
requirements from SAPMARKETS and integrating in the new supply-chain services
based on APO, PLM, and BW.

MARKETPLACE BASED APPLICATIONS AND SERVICES

Marketplace Based Procurement --
"MarketBuyer"

MarketBuyer - hosted e-procurement at the marketplace for marketplace based
procurement services - is based on "EnterpriseBuyer - Professional
Edition".  Details of the functions and services are provided in
Exhibit C-2.  It is a complete purchasing product for direct and indirect
goods and services for all roles relevant to e-procurement.  It will offer
complete support for collaborative supply chain processes & complex
procurement.

MARKETPLACE ORDER MANAGEMENT

Hosted, web based order-management module, which allows
trading partners to view/manage their orders via a browser.  The December
version of MarketSet order management uses SAP technology with the look and feel
of the current Commerce One User Interface applied, to provide hosted Order
Management capabilities.  Order management module will support: Sales Orders,
Change Orders, Cancel Orders, Advance Ship Notice, and Invoices.  All other
business documents will be supported from a read and download capability.  This
includes EDI business documents.

CONTENT AND CATALOG MANAGEMENT

The Joint Offering will offer three mechanisms for catalog and content
management for users of the marketplace:

1.	Roundtrip via OCI (open catalog interface): Capability to go directly
to a supplier/trading partner catalog and use that service and transfer the
resulting shopping cart back to the calling application.

2.	Managed Content Model: Marketplace service that aggregates and cleans
supplier raw content into a catalog.  Commerce One Managed Content Service will
be offered to subscribing customers to provide content feeds to the procurement
catalog.  Requisite can be contracted as reference sale (subject to acceptable
agreement with Requisite).

3.	Marketplace Content Aggregation Service: Multiple catalogs will be
provided at the marketplace for subscribing procurement applications.  The goal
is to provide access to as a many catalogs as possible and provide a marketplace
based content aggregation and catalog search service.  The technology that
enables this service is Commerce One iMerge.  iMerge technology will be utilized
to provide a cross catalog search and content aggregation capability inside the
marketplace.

COLLABORATIVE PLANNING SERVICES

SAP APO 3.0 provides state of the art supply chain planning and optimization
capability.  APO 3.0 enables manufacturers to collaborate with trading partners,
and provides tools to improve operational, tactical, and strategic
decision-making.

The MarketSet collaborative planning services will be based on SAP APO 3.0
and formalizes collaborative planning processes between trading partners.  Input
from trading partners can be used to synchronize the supply chain around up to
date information on sales, inventory levels, and production plans.  Key
functionality allows browser-based access to read and change data.  In addition,
sophisticated alert capability means that planners can focus on critical changes
in data, as opposed to having to review hundreds of line items to find potential
problems.

Features Include:

-	Ability to aggregate/disaggregate demand and supply information from
multiple trading partners.

-	Generate exception alerts based on configurable business rules.

-	Define and utilize macros to perform quantitative analysis on demand
data.

-	Back end integration to enterprise planning systems of time series data
like inventory, sell through, and forecast information.

-	Linkage to eRFQ to automate replenishment for identified shortages.

DESIGN SERVICES

SAP Product Life Cycle Management (PLM) Rel. 4.6C enables effective
collaboration across the design chain, reducing time to market and improving
revision control for manufacturers of complex products.  SAP PLM supports
advanced project management, bill of material synchronization, and collaborative
visualization processes.

The MarketSet design services will be based on SAP PLM  and provides
collaborative engineering and project management.  Key functionality includes
browser based access to view and compare design documents and engineering
changes, as well as complete version and change management.  Additional features
include:

-	Ability to exchange structured documents like bill of materials.

-	Ability to interpret and reconcile engineering changes.

-	Manage and control different versions of documents.

-	Manage projects including materials, resources, costs, and
timelines.

ANALYSIS INTELLIGENCE

MarketSet's Analysis services will be based on SAP'S Business Information
Warehouse tool.  Specific intelligence scenarios will be created and shipped
with the MarketSet.

AUCTION SERVICES

Commerce One's basic forward and reverse-based auction service technology
will be marketed and delivered as part of MarketSet.  Commerce One Auction
Services includes two auction methods - real-time reverse and forward based
auctions.  Both applications are marketplace based and target the enterprise
customer enabling them to quickly and cost-effectively implement Internet
bidding events.

FORWARD AUCTION

-	Trading model where a seller offers items to many buyers.  This model is
also known as 'upward' auction.  Typically, a buyer's highest bid wins the
deal.

-	Companies typically use forward auctions as a platform to sell slow
moving, excess, obsolete inventory items, assets, distressed or returned
merchandise.

-	The forward auction model can also be applied as an effective tool to
allocate limited capacity or rare goods to customers or to perform price
discovery in a new market.

REVERSE AUCTION

-	Trading model where a buyer invites many suppliers to bid.  This model
is also known as `downward' auction.  Typically, a seller's lowest bid wins the
deal.

-	Procurement professionals typically perform a reverse auction when in
need to source goods or services that are not covered by existing contracts or
when contracts need to be negotiated or renegotiated.

-	Using Commerce One's Reverse Auction, a buyer can post an eRFQ and
invite either all trading partners on the portal or a specified group of
selected suppliers to bid online in an interactive reverse auction event.

In addition to Commerce One's basic forward/reverse auction services
technology, the parties will distribute interfaces to the SAPMarkets advanced
auction functionality with the September version of MarketSet, but the
SAPMarkets advanced auction functionality will not be delivered by the parties
as part of such version unless the parties jointly determine to do so on a
customer-specific, project basis.  For the December release of MarketSet, the
parties will jointly determine the MarketSet strategy for incorporating advanced
auction functionality/technology.

MARKETSET, VERSION 1 DELTA

Release One of the Joint Offering is targeted for September release.  Given
the very tight time frames a limited set of applications and services will be
provided in this release.  What is described below is the delta from version two
which is outlined above.

MARKETBUYER

Release One of MarketSet will include both the Desktop and Professional buyer
applications.  These are essentially BuySite version 6.5 and BBP version 2.OB+
(+stands for hosting add on's).  With the December release MarketSet will be
deployed with the "MarketBuyer Professional Edition, with MarketBuyer
Desktop available as an option in the package as an additional component.

ORDER MANAGEMENT

Commerce One SupplyOrder will handle hosted order management requirements in
release one.

COLLABORATIVE PLANNING SERVICES

Version 2.0 (version 3.0 will be used in release 2) of APO will be used in the
initial release.  This will support the following scenario: Browser based
Collaborative Planning and Forecasting (includes Planning Books from APO and
MarketSite UI integration).  There will be no document based integration to
backend systems in version one of MarketSet Design Services.

PLM

No PLM based design services will be integrated in release one.

MARKETSET LANGUAGE/LOCALIZATION
SUPPORT

MarketSet will be localized to support the following Tier one languages:

TIER ONE

___________

-	German
   -	Japanese
   -	Spanish
   -	UK English
   -	Portuguese
   -	Simplified Chinese
   -	Traditional Chinese
   -	French
   -	Canadian French
   -	Danish
   -	Italian
   -	Swedish
   -	Dutch
   -	Korean

English will be the base line and all other localization/language support
will be provided from the English based line - post GA.  A mutually agreed upon
schedule will be created for release timing of all localized versions.

Tier two: All other localization/language support will be considered tier
two.  Tier two languages are not part of the existing royalty structure and
mutually agreed upon localization programs and process will be established and
provided as guidance to the joint sales force.

---



ENTERPRISE PROCUREMENT DESCRIPTION

COMMERCE ONE AND SAP

ENTERPRISEBUYER:

PROFESSIONAL AND DESKTOP EDITIONS

JOINT DESCRIPTION DOCUMENT

EXHIBIT C-2

DATE: 9/18/00

|OBJECTIVE                                                                | C-2 3     
|------------------------------------------------------------------------ | ----------
|ENTERPRISEBUYER SOLUTION OVERVIEW                                        | C-2 3     
|ENTERPRISEBUYER - DESKTOP EDITION                                        | C-2 4     
|ENTERPRISEBUYER - PROFESSIONAL EDITION                                   | C-2 4     
|CATALOG AND CONTENT MODELS                                               | C-2 5     
|CATALOG AND CONTENT DEPLOYMENT WITH E-PROCUREMENT                        | C-2 5     
|ENTERPRISEBUYER - DESKTOP EDITION
ENTERPRISEBUYER - PROFESSIONAL EDITION | C-2 5C-2 6
|MIGRATION PLAN                                                           | C-2 7     
|REQUIRED FEATURES OF ENTERPRISEBUYER - PROFESSIONAL EDITION              | C-2 7     
|ADDITIONAL PROCUREMENT POINTS                                            | C-2 8     
|LANGUAGE/LOCALIZATION SUPPORT                                            | C-2 9     

OBJECTIVE

Purpose of this document is to describe the joint procurement onramp offering
between Commerce One and SAPMarkets called "EnterpriseBuyer".

"EnterpriseBuyer" consists of 2 software products called:

1) "EnterpriseBuyer - Desktop Edition"

This product is based on Commerce One's product "BuySite - Enterprise
Edition"

2) "EnterpriseBuyer - Professional Edition"

This product is based on SAP's product "SAP Business-to-Business
Procurement"

ENTERPRISEBUYER SOLUTION OVERVIEW

Commerce One, SAP AND SAPMarkets will offer two e-procurement applications
for different market segments.  Both will be marketed under a single family
name, which is "EnterpriseBuyer."  It is the intention of both parties
to increase the potential traffic on marketplaces by delivering 2 onramps for
different market segments.  Knowing that the base for both products is today
very similar, we have to define the right marketing positioning for the final
offering of "EnterpriseBuyer" and its two applications.  This has to
be communicated to our sales force and our joint customers today.  The technical
implementation and delivery of both products has to happen in two steps:

- Immediately through the Later to Occur of (i) December 31, 2000
and (ii) the general availability release of the "EnterpiseBuyer -
Professional Edition" based upon SAP Business-to-Business Procurement 2.0c with
the features described in the "Required Features" section below
("Phase One"): Both parties ship the rebranded SAP
BUSINESS-TO-BUSINESS PROCUREMENT as the "EnterpriseBuyer - Professional Edition"
and the rebrand BUY SITE as the "EnterpriseBuyer - Desktop
Edition."

- Commencing at the end of the Phase One ("Phase Two"): Both
parties ship the next version of the "EnterpriseBuyer - Professional
Edition" as the complete direct and indirect e-procurement solution and the
next version of "EnterpriseBuyer - Desktop Edition" as our indirect
(expensed) goods only solution.  In respect of these Phase Two offerings,
development and product management of both companies will make very sure that
the two editions are differentiable products, which fit the marketing and sales
positioning created by the parties.

Details of both steps will be described in the next two paragraphs.

In general, it is the parties joint philosophy that each of the editions of
EnterpriseBuyer be and remain the most competitive e-procurement solution in its
respective market segment, and that EnterpriseBuyer Desktop and Professional
Editions be distinguishable products that collectively cover the maximum
e-procurement market space.

ENTERPRISEBUYER - DESKTOP EDITION

Basic e-procurement on-ramp for requisitioning of MRO (expensed) products and
services.  Key requirements: just one user role (desktop requisitioner), easy
implementation, focus on ease of use and a web look and feel.  The focus is on
indirect procurement rollout to the masses at a reasonable price.  Major points
to this product are:

- Based on Commerce One Buysite 6.5/7.0

- Version 7.0 enhancements represented by Version 6.5 functionality plus
the following:

- Support for change and cancellation of a purchase order after it has been
dispatched

- Support to receive invoices, manually or electronically via MarketSite from
suppliers

- Support for Advanced Ship Notice documents based on ANSI and EDIFACT
standards

- Increased security with 40-bit to 128-bit encryption on MarketSite XCC 3.2
transmission

- Distributed searching using iMerge search engine at MarketSite

- RoundTrip Services support enabling buyers to configure products on a
supplier web site and transfer back to a BuySite requisition

- Enhanced/tiered pricing enabling suppliers to give quantity discounts

- Windows 2000 Compatibility

- Usability upgrades to BuySite (back-button)

- MRO (indirect, expensed items)

- For Phase II and beyond, out-of-the-box integration strategy focused
on general ledger/accounting to single or multiple back-ends

- Project-based integration beyond on general ledger/accounting available for
existing customers that do not wish to upgrade to Professional (where such
integration is requested, Professional promoted by the parties first).

- Catalog strategy focused on content sourcing from marketplace-based
catalogs

- Assumes embedding of SAP Open Catalog Interface into Desktop and agreement
between Commerce One and Requisite on standards, distribution, etc.

- Desktop would include behind-firewall catalog:

- Where required by existing customers that do not wish to upgrade to
Professional after promotion

-	In territories/verticals in which no appropriate marketplace exists for
Desktop customers to purchase from

-	If acceptable agreement cannot be reached by SAPMarkets/Commerce One
with Requisite, until alternative joint catalog strategy and delivery is in
place

-	Access to MarketSet Business Services (option)

There will be a clear and simple upgrade path from Desktop to
Professional

ENTERPRISEBUYER - PROFESSIONAL EDITION

Complete e-procurement product for direct and indirect goods and services,
analytics, content management and strategic sourcing.  Will offer complete
support for collaborative supply chain and engineering (e.g. tender) processes
& advanced procurement.  The product supports different roles in various end
user and professional scenarios.  It contains desktop features plus incremental
features including:

- Full ERP coupling to single or multiple backends in the SAP AND Non-SAP world

- Plant Maintenance role

- Direct Goods scenarios

- Strategic Sourcing

- Contract Management

- Integration with collaborative planning / forecasting (APO), collaborative
engineering (PLM), analytics (BW), reverse/forward Auction and other Marketplace
based services.

- Content Management

("EnterpriseBuyer-Professional Edition" will have two deployment models.
One as the behind the firewall e-procurement and one deployed at the Marketplace
for marketplace-based ("hosted") procurement services.  The
marketplace based procurement solution will be marketed under the name
"MarketBuyer" as part of MarketSet.")

CATALOG AND CONTENT MODELS

Catalog enablement will be provided in four ways for the
"EnterpriseBuyer" Suite:

1. BEHIND THE FIREWALL CATALOG PLUS A CONTENT SERVICE (catalog data
feeds).

Generally promoted for "Professional Edition," subject to
Catalog Strategy (above).  The content service provides new content updates
(static and dynamic).  Static being the product descriptions, dynamic being
pricing.  The content service can be a marketplace provided service or a third
party service.

2. Marketplace based catalog for "Professional Edition" and
"Desktop Edition."  A primary catalog is provided at the marketplace
for the buying application to utilize.  This can be in conjunction with a local
catalog or it can be the primary catalog.  This is a marketplace offered and
maintained service and the content and pricing are specific to the buyer.  But
not for all of customers materials - just for 1 marketplace.

3. Marketplace aggregated content searching for "Professional Edition"
and "Desktop Edition" Marketplace based service that provides access
to cross-catalog searching and delivery.  This service provides a unified view
into multiple marketplace(s) and supplier catalogs.  This service would be in
conjunction with a Marketplace sourcing service.  This service will be a
capability of MarketSet and has to be offered by a Marketplace operator.

4. Roundtrip using OCI for "Professional Edition" and "Desktop
Edition."  This will allow the e-procurement applications to be able to
access a supplier's catalog at the website (or at a marketplace) and bring the
catalog data back into the procurement application.

CATALOG AND CONTENT DEPLOYMENT WITH E-PROCUREMENT

"ENTERPRISEBUYER - DESKTOP EDITION"

"EnterpriseBuyer - Desktop Edition" will be deployed with different
behind the firewall catalog options according to the delivery of
"EnterpriseBuyer" suite in during Phase One and Phase Two:

PHASE ONE:

Option #1: Existing Commerce One catalog is deployed.  This
option must be maintained to provide compatibility and migration with
current customer deployments.

Option #2: If the customer requests, Commerce One/SAPMARKETS
will reference sell the same catalog for behind the firewall usage like the
"Professional Edition."  This option is not a bundled offering with
"EnterpriseBuyer - Desktop Edition."

Option #3: Roundtrip using OCI will be natively supported by
"EnterpriseBuyer - Desktop Edition."

PHASE TWO:

Option #1: No behind firewall catalog will be deployed -
"EnterpriseBuyer - Desktop Edition" uses marketplace-based catalogs,
except:

-	Where behind firewall catalog is required by existing customers that do
not wish to upgrade to Professional after promotion

-	In territories/verticals in which no appropriate marketplace exists for
Desktop customers to purchase from

-	If acceptable agreement cannot be reached by SAPMarkets/Commerce One
with Requisite, until alternative joint strategy and delivery in place

Option #2: Roundtrip using OCI will be natively supported by
"EnterpriseBuyer - Desktop Edition."

For the Desktop Edition, multiple catalogs will be organized into an
aggregated content model used for a sourcing service.  This will be a
marketplace service that is contingent upon a marketplace operator offering this
service.

"ENTERPRISEBUYER - PROFESSIONAL EDITION"

Option #1 "EnterpriseBuyer - Professional Edition" will be deployed
with one default behind the firewall catalog option - this will be the current
catalog distributed with SAP BUSINESS-TO-BUSINESS PROCUREMENT and will be
bundled with the product.  The parties will further investigate and evaluate
alternative catalog options to the extent that Commerce One is not granted all
necessary rights from SAP, SAPMarkets and/or Requisite to distribute such
catalog with EnterpriseBuyer - Professional Edition on acceptable business terms
to Commerce one.  Option #2 "EnterpriseBuyer - Professional Edition"
will natively support Roundtrip using OCI.  Option #3: "EnterpriseBuyer -
Professional Edition" will be sold with a local catalog and the customer
has the opportunity to connect the application to a marketplace provided catalog
in conjunction with the local catalog.

The catalog at Marketplace can be one of three things:

- Single catalog for a specific buyer

- Multiple catalogs organized into an aggregated content model used for a
sourcing service.

- Multiple catalogs to chose from

MIGRATION PLAN

There are three scenarios for potential migrations.

- Existing customers of BuySite (any version) and SAP
Business-to-Business Procurement (any version) from before the Commerce One/SAP
markets partnership.  The existing customers of Commerce One's BuySite product
and SAP Business-to-Business Procurement will be able to migrate to either the
"EnterpriseBuyer Desktop Edition" or "Professional Edition" as
part of the existing product upgrade/maintenance agreement contractually agreed
to with that customer.  Both parties - Commerce One and SAPMarkets are
interested to migrate customers to "EnterpriseBuyer - Professional
Edition" to the extent that it is foreseeable that such customers will
require functionality beyond that described herein for the "EnterpriseBuyer - Desktop Edition" in Phase Two.

- During Phase One, new EnterpriseBuyer customers will be
delivered both solutions (based upon BuySite 6.5 and SAP Business-to-Business
Procurement 2.0b, respectively - see definition under "solution
overview") in the "EnterpriseBuyer" bundle, with the right to
"migrate" to one or both solutions ("Desktop Edition" and/or
"Professional Edition") as part of the standard product
upgrade/maintenance agreement.

- During Phase Two, new EnterpriseBuyer customers must elect
to purchase either "EnterpriseBuyer - Desktop Edition" or
EnterpriseBuyer - Professional Edition," and will pay the supporting
license fee.  A customer who purchased the "EnterpriseBuyer - Desktop
Edition" could decide to (and it should be encouraged) upgrade to
"EnterpriseBuyer - Professional Edition."  In this case, the customer
would be required to pay an additional license fee to license
"EnterpriseBuyer - Professional Edition" and pay an incremental
license fee.

The following schematic depicts the migration options
discussed:

[THE MIGRATION PLAN GRAPH]

All migrations can take place under existing customer
maintenance agreements (subject to the terms of the Agreement for additional
user-based license fees, if any, and maintenance fees).

Commerce One and SAPMarkets engineering will deliver the
required migration scripts and utilities to facilitate migration from product to
be as easy as possible.  Responsibility for developing these scripts will be
worked out separately among the two engineering organizations.

REQUIRED FEATURES OF ENTERPRISEBUYER -
PROFESSIONAL EDITION

The following product features must be in the
"EnterpriseBuyer - Professional Edition" product to provide a solution
that is comparable to functionality that Commerce One's current BuySite
customers are using today:

- Shopping Basket, Status and Receiving UI revision agreed to
by Commerce One and SAPMarkets as being acceptable

- Proven integration capability to multiple non-SAP backend
systems.  This should be demonstrated in a lab for at least the 5 touchpoints
currently supported by Commerce One's Integration Platform (PO, PO Status, PO
Change, Account Checker, Goods against Peoplesoft 7.5 and Oracle Applications
(any version).

- Workflow functionality

-	Adding an approver

-	Support for parallel approvers

-	Automatic escalation

- Addition of SmartForms type of capability for catalog line
item extensions

- Change Order Support natively in the "EnterpriseBuyer
- Professional Edition"

- MarketSite Connectivity for transactions (PO, Order
Response, Invoice, Change Order and ASN), trading partner registration and
content

- Multi-organizational support (already available)

ADDITIONAL PROCUREMENT POINTS

The following additional points are also critical for
Commerce One to successfully deploy the "EnterpriseBuyer - Professional
Edition" to customers and will be provided by SAP

- Training of Commerce One's Professional Services, Customer
Support and Education Services resources on installing and operating SAP's SAP
BUSINESS-TO-BUSINESS PROCUREMENT since this will be the foundation of the
"EnterpriseBuyer - Professional Edition" Training of Commerce One's
Professional Services, Customer Support and Education Services resources on
installing and operating of "EnterpriseBuyer - Professional Edition"
since this will be the product most of Commerce One's existing customers will
migrate to

- Documentation and training for the "EnterpriseBuyer -
Professional Edition" will be primarily developed by SAPMarkets and labeled
with the joint brand

The following additional points are critical for SAPMarkets
to successfully deploy the "EnterpriseBuyer" Procurement suite to
customers and will be provided by Commerce One:

- Training of SAPMarkets Professional Services, Customer
Support and Education Services resources on installing and operating Commerce
One's "Buysite - Enterprise Edition" since this will be the foundation
of the "EnterpriseBuyer - Desktop Edition" and later on the
"EnterpriseBuyer - Desktop Edition" - Documentation and training for
the "EnterpriseBuyer - Desktop Edition" will be primarily developed by
Commerce One and labeled with the joint brand

- In Phase Two, a clear technical and functional distinction
and market differentiation between "EnterpriseBuyer - Desktop Edition"
and "EnterpriseBuyer - Professional Edition" has to be achieved.

A FORMAL SIGN-OFF WILL OCCUR BETWEEN BOTH COMPANIES TO ENSURE
REQUIRED PROFESSIONAL AND DESKTOP FEATURES HAVE BEEN IMPLEMENTED AND WILL
ESTABLISH A SUCCESSFUL PRODUCT THAT BOTH COMPANIES CAN SELL, IMPLEMENT AND
MIGRATE CUSTOMERS TO.

LANGUAGE/LOCALIZATION SUPPORT

Enterprise Buyer, Desktop and Professional will be localized
to support he following Tier one languages:

TIER ONE

- German
                   - Japanese
                   - Spanish
                   - UK English
                   - Portuguese
                   - Simplified Chinese
                   - Traditional Chinese
                   - French
                   - Canadian French
                   - Danish
                   - Italian
                   - Swedish
                   - Dutch
                   - Korean

English will be the base line and all other
localization/language support will be provided from the English based line -
post GA.  A mutually agreed upon schedule will be created for release timing all
localized versions.

Tier two: All other localization/language support will be
considered tier two.  Tier two languages are not part of the existing royalty
structure and mutually agreed upon localization programs and process will be
established and provided as guidance to the joint sales force.

---



EXHIBIT D: SALES AND MARKETING SUMMARY.

Purpose

The purpose of this Sales and Marketing Summary is to set forth the tenets of
a more detailed Sales and Marketing Plan that will be developed jointly by the
Parties and agreed upon pursuant to Section 10.4 within sixty (60) days of the
Effective Date.

General

The Parties will identify dedicated individuals from their respective
organizations who will be principally responsible for the sale of the Joint
Offering ("Sales Leads").  It is anticipated that SAP AG will deploy
primarily through its geography-based subsidiaries and Industry Business Units.
The Sales Leads responsibilities will include among other things, coordination
of the Parties' sales forces to ensure a successful, well structured sales
process that minimizes duplication of effort and overlap.  The Parties will
utilize a joint, sales planning process to minimize channel conflict among the
Parties and channel partners / distributors.

Go to Market Solution

The sales planning process will be focused on creating a total solution for
each vertical which defines a complete value chain solution.

Product Migration Plan

The product migration plan will be in accordance with Exhibit C-1 and
Exhibit C-2.

Joint Sales Planning Process

Within sixty (60) days of the Effective Date the Parties will conduct meetings
to develop a joint-sales planning process for each industry vertical and/or
geographical location.  The Parties understand that a multidimensional analysis
is necessary for developing a comprehensive market penetration strategy,
supported by an operational plan for each industry vertical.  This analysis will
include:

- A common understanding of the Value Chain
- A segmented Channel Map
- A segmented competitive analysis
- Jointly agreed upon value drivers
- Leaders vs. Followers analysis
- Partner / relationship strengths
- Defined sales process leadership
- Lead generation and distribution process
- Sales funnel and sales forecasting process
- Sales education and training process

The Parties will develop an annual operating plan by channel
documenting:

- Value Chain Analysis
- Vertical Channel map
- Global 1000
- SAP installations
- Installed competitive wins
- Target accounts
- Penetration and Sales strategy plan
- Leading sales organization
- Direct vs. indirect cut-over
- Marketing program plan by vertical
- Promotions
- Marketing collateral
- Marketing events
- Partner education and training plan

---



EXHIBIT E-1: EXCLUSIVITY COMMITMENTS.

C1

The territories and industries mentioned below shall be considered
"C1 Exclusive Territories" for purposes of the Agreement.

In each exclusivity provision executed by C1, the MarketSite Software
operators described below have either (i) the right to exclusively operate
MarketSite Software on servers physically located in their regions for a period
of time, (ii) the right to exclusively operate a horizontal MarketSite
Software service in the region, or (iii) the right to exclusively cover a
specific industry during the term of the applicable agreement.  All MarketSite
Software operators have the right to offer service on a worldwide basis to
customers accessing their portal.  The following is a summary of the material
terms of each existing exclusivity provision.

C1 agrees that it shall not, without SAP prior written agreement,
(i) extend the terms of any existing exclusivity provision beyond its
current term, or (ii) grant any new exclusive rights with respect to the C1
Technology, in each case which would affect the distribution of the Joint
Offering by SAP, C1 or their respective Affiliates and Approved
Distributors.

1.	Nippon Telegraph and Telephone (NTT)

During the Exclusivity Period (as defined below), in the event C1 has an
opportunity to license the Japanese version of the MarketSite Software to any
company (i) having its principal place of business in Japan, and
(ii) operating, or intending to operate, an MRO marketplace, C1 shall
(a) send NTT a notice to inform NTT of such opportunity, (b) encourage
such company to connect to NTT's marketplace, and (c) use its best efforts
to organize related negotiations between NTT and such company.  Notwithstanding
the preceding, C1 shall have the right to license the Japanese version of the
MarketSite Software to the company if NTT and the company do not reach an agreement
within thirty (30) days from receipt by NTT of C1's notice of information.  The
"exclusivity period" expires June 30, 2003 unless terminated
earlier (i) if the agreement between NTT and C1 is terminated, (ii) if
NTT stops using the MarketSite Software, or (iii) if NTT does not comply
with specific terms and conditions related to annual performance targets.

2.	Deutsche Telecom

During the exclusivity period (as set forth below), Deutsche Telecom has the
exclusive right to operate the MarketSite Software on servers physically located
in Germany.  The "exclusivity period" expires June 30, 2001.

3.	Banacci Group

During the exclusivity period (as set froth below), C1 has agreed that it
will not, directly or indirectly, license any MarketSite Software for use in
Latin America (i.e. all countries located in the Americas and the Caribbean with
the exception of Canada and the U.S.) by any party other than the Banacci Group
(parent company to Banamex).  The "exclusivity period" expires
June 30, 2001.

4.	Cable and Wireless Optus (CWO)

During the exclusivity period (as set forth below), C1 shall not grant to any
other entity the right to use MarketSite Software on servers physically located
in Australia.  The "exclusivity period" expires in the third quarter
of 2001.

5.	Covisint

Under a memorandum of understanding for the establishment of a marketplace
named Covisint ("Covisint"), by and among C1, General Motors
Corporation, Daimler Chrysler Corporation, Ford Motor Company, and Oracle
Corporation, C1 has agreed to grant certain exclusivity to Covisint to sell its
services to a defined set of automotive suppliers (70) and automotive OEM's.
In the event that such entities do not license the service directly from C1 or
its distributors (including SAP), then C1 shall agree to share revenues with
Covisint on any competitive automotive vertical marketplace for a term not to
exceed the term of C1's revenue share from Covisint (ten years or less,
depending upon revenue share termination scenarios).

SAP will provide C1 with a reasonable notice period (to be agreed by SAP and
C1) prior to licensing a competitive automotive vertical marketplace to any of
the named suppliers or automotive OEM's (list attached as Exhibit E-1-a).
SAP has provided notice to C1 regarding the Bosch, et. al. marketplace.  In
addition, C1 has agreed to use reasonable efforts to ensure that neither C1 nor
any of its independent distributors sells, licenses or otherwise provides to any
of the automotive entities listed in Exhibit E-1-a any of the technology
partner's exchange software to create a competitive automotive marketplace.

In the event that SAP and C1 cannot agree on a reasonable notice period for
purposes of assisting C1 in complying with its obligations in the Covisint
agreements, or SAP and C1 cannot distribute the C1 Technology in applicable
cases under such obligations, SAP shall be free to sell technology which is
competitive to the C1 Technology in such applicable cases.

---



EXHIBIT E-2 ESTABLISHED MARKETPLACES.

SAP

1.	cc-markets (BASF, Henkel, Degusa-Huels)

2.	CPGmarket.com SA (Danone, Henkel, Nestle)

3.	Achilles (UK Utilities)

4.	Digital Commerce Corp.

5.	eMaro (Deutsche Banc)

6.	Whitehammer (Hovnanian)

7.	Telstra

8.	Hubwoo.com (French MRO marketplace)

9.	myimmobile.de

10.	baynet.de (State of Bavaria, Germany Public Sector)

11.	mySaar.de (State of Saarland, Germany Public Sector)

12.	ec4ec (Babcock Borsig AG, mg technologies AG)

The first three listed above are the three Established
Marketplaces that shall be licensing the MarketSite Software upon execution of
the definitive agreements.

C1

See Attached

---



EXHIBIT F: SUPPORT AGREEMENT.

Scope

SAP and C1 will cooperate together to provide support
solutions for the joint marketplace solution.

Geographic Scope

The geographic scope of this agreement extends to all countries in
which the SAP/C1 joint marketplace software is installed.

Principle Commitments

The support of the joint marketplace solution will be organized as
follows:

Level 1 is done by the customer, level 2 and level 3 see section
'Support Level and Support Responsibilities.'

Terms

The parties named herewith agree to abide by the framework of
cooperation outlined in this document.

The parties agree to engage best effort in their endeavors to provide
satisfactory services to the end-user on the joint marketplaces.

Regular reviews will be held on a monthly basis among the Global Support
Managers of C1 and SAP to evaluate and improve upon the service performance of
the undersigned.

The parties agree to review the terms and conditions of their respective
support obligations within sixty (60) days from the Effective Date of the
Agreement.

Availability

The interface to the marketplace support is made available to the
end-users via the support button, hotline or e-email address on the
marketplace.

Support operation is available 7x24 hours for priority level one (very high).
For all other priority levels the support operation is available 5x12
hours.

Languages of Support

Level 2 provides support in local language if the local language
is supported by the joint solution.

All cases that are transferred between SAP and C1 are in English.
Translation into English will be done by the party who transfers the
call.

Case Priorities



|Priority Level | Priority Name | Priority Definition                                                                                                                                                                                                                                                              
|-------------- | ------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1              | Very High     | Vital business processes (e.g. Server/critical
workflow down).  A case is to be set as "Very High" when there is a
breakdown of vital business processes on the Marketplace.  The case requires
immediate processing as the breakdown can result in significant financial
losses.
|2              | High          | Major functional issue (e.g. workflows down,
login).  A case is to be set as "high" when there is a major
disruption of normal business processes.                                                                                                                               
|3              | Medium        | Minor functional issue (e.g. content, bad
links).  A case is to be set as "medium" when there is a minor
disruption of normal business processes.                                                                                                                                
|4              | Low           | General information or request                                                                                                                                                                                                                                                   

Support Levels

The Support for the joint solution is organized within three
levels.

|Support Levels | Support tasks                                                                                                                                                                                                                           
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1        | Solve `how to' questions
Solve system questions
Search notes
Clarify the problem
Reproduce the problem
Provide solution if possible
Forward unsolved cases to level 2                                                                   
|Level 2        | Analyse problem
Determine component(s)
Propose workaround
Determine impact on the business
Translate case into English, if it is passed to SAP or
C1
Provide solution if possible
Forward unsolved cases to appropriate group in level
3
|Level 3        | Fix bugs and create notes
Deliver final resolution
Translate case into English, if it is passed to SAP or
C1                                                                                                                            



|Support Level | Responsibility
|------------- | --------------
|Level 1       | Customer      
|Level 2       | See appendix A
|Level 3       | See appendix A

The standard support interface to the customer is support level 2, if
necessary level 3 will contact the customer directly.  The case distribution
between SAP and C1 depends on the component owner which is listed in Appendix
B.

Response Times

a)	Response times to the customer



|Priority Level | Response Time from joint Support (in hours)
|-------------- | -------------------------------------------
|1              | 2                                          
|2              | 4                                          
|3              | 8                                          
|4              | No specific response time                  

The response times are calculated during availability hours only.

b)	Response times between SAP and C1

SAP and C1 make best efforts to achieve the response times (see section
response times a)).  If it is necessary to transfer the case between SAP and C1
this happens as soon as possible, so that the other party has sufficient time
for a resolution or an action plan.  Both parties shall use reasonable efforts
to assist the other party in resolving the customer cases.

Escalation procedures

Escalation criteria

The escalation procedure ("Escalation") will be followed if
either party believes a Customer situation requires additional attention by the
other party to resolve the problem.  Escalation is triggered by the Customer or
either party when:

a.	the Customer is not satisfied with the progress of an issue; and
   b.	there is a significant impact to business operations or project
implementation; and
   c.	high levels of Customer anxiety exist.

Escalation processes

Either party's Escalation contact (see appendix D) or support consultant may
call the other party's Escalation contact.  The parties agree that escalation
contacts (see appendix D) shall be available on a 24 hours, 7 days a week basis
to handle emergency situations.  Once a party requests Escalation a mutual
action plan will be developed which defines the steps to resolve the
customer's problem.  The steps are at minimum:

a.	address resources or increase them if already addressed,
   b.	define responsibilities for each action,
   c.	expected completion date of each action,
   d.	Contingency/next steps if desired results are not achieved.

This action plan will be modified by mutual agreement among the designated
contacts as required by the situation.

The parties agree that on each party's reasonable request the other party
shall send support personnel to customer's site within 24 hours to resolve
escalated customer cases.  Such personnel shall be skilled in the minimum set of
training described in appendix C.  The costs of such activities including
travel, lodging, meals and standard hourly rate shall be paid by each
contributing party themselves.

When the customer states the problem is resolved or the situation no longer
requires Escalation, the Escalation is closed.  Each party will exchange with
the other party the final reports summarizing the actions taken and results of
these actions, likelihood of problem recurrence and recommend future
actions.

Call tracking system

SAP and C1 will respectively provide access to their call tracking
systems with the task that cases may be exchanged worldwide.

Technical Support Information Database

SAP and C1 will respectively provide access to their Technical
Support Information Database.  Each party posts any information about available
patches and /or fixes into the table definitions.

Each party shall grant the other party free of charge the right to those
portions of its technical/support information database that are required for the
fulfillment of the support duties.

Neither party may license, transfer, sell, loan, distribute or otherwise
provide the other party's technical/support information database or any portion
thereof, to any third party, unless expressly agreed to in writing in advance by
the parties.

Proactive Services/Monitoring/Remote connectivity

SAP and C1 analyze rules and architecture
for the integration of the existing proactive service tools, methods and
technologies.  The parties work together on the development of an integrated
solution which has to be available no later than one year from the date of this
agreement.

Training

SAP and C1 agree that there is a minimum set of training described in
appendix C.  Each party provides one desk space in each major support
center.

Required Support-specific Information

When a case is transferred between the parties, the following
information is provided

General customer information:

- Name of the customer company
- Name of the person reporting the problem.
- Phone/Fax number of this contact person

Problem-specific information:

- Software Release
- Database type and release
- System type (production, test system)
- Description of impact to customer
- Problem description
- Description of initial problem analysis
- Attachments

- trace information, dumps
- console information, system to system case analysis
- notes sent to customer

- name and phone number of support consultant transferring the call

Support Contacts

SAP and C1 have defined support contacts for general information
exchange and escalations.  The contacts are listed in appendix D.

Term

This agreement is valid unless SAP and C1 mutually agree to change
this Exhibit.  Changes to this Exhibit shall be mutually agreed upon in writing
by the parties.



Definitions

|Term          | Definition                                                                                                                                                                                                                       
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Case          | A case is a valid request for technical support
raised via the hotline, e-mail or support request form on the portal.  This is
an incident starting with the complete or partial malfunction of an element of
the joint solution.
|Action plan   | An action plan contains the steps to be taken
towards a solution.  An action plan always includes timeframes.                                                                                                                    
|Response time | This is the period of time in which an action
plan or resolution is provided.                                                                                                                                                    

---

Appendix A: Support Responsibilities

|Product                                         | Level 1  | Level 2                                          | Level 3                          
|----------------------------------------------- | -------- | ------------------------------------------------ | ---------------------------------
|EnterpriseBuyer
Desktop Edition                 | Customer | C1 through 12/31/2000; Selling Party thereafter  | SAP or C1 depending on component 
|EnterpriseBuyer
Professional Edition            | Customer | SAP through 12/31/2000; Selling Party thereafter | SAP and C1 depending on component
|MarketBuyer hosted,
HME + Marketsite (Exchange) | Customer | SAP or C1 depending on the license owner         | SAP and C1 depending on component
|Marketsite                                      | Customer | C1                                               | SAP or C1 depending on component 

---

Appendix B:  Component List

|Category                | Product (Who licenses)     | Description                                                                                                             | Provided by
|----------------------- | -------------------------- | ----------------------------------------------------------------------------------------------------------------------- | -----------
|Application             | Auction Services           | Auction Services application formally known as Commerce
Bid                                                             | C1         
|Application             | Content Staging Workbench  | Manage and approve catalog content prior to catalog
update                                                              | C1         
|Application             | eP Junior                  | Entry-level eProcurement application                                                                                    | C1         
|Application             | Supply Order               | Interim Order Management application                                                                                    | C1         
|Content Mgmt            | Content Factory            | Refines content from supplier for consumption by various
applications                                                   | C1         
|Content Mgmt            | iMerge                     | Content Management and search application                                                                               | C1         
|Infrastructure          | Business Service Framework | Framework for plugging applications/services into the
Marketplace                                                       | C1         
|Infrastructure          | Portal Gateways            | Gateways that run in the Marketplace and transform/map between
xCBL and other protocols such as EDI, RosettaNet and OBI | C1         
|Infrastructure          | Registration Framework     | Framework for registering trading partners, services and
users                                                          | C1         
|Infrastructure          | XCC                        | Document transaction engine for moving document around the
GTW                                                          | C1         
|Infrastructure          | XML Portal Connector (XPC) | Tool for enabling easy integration of trading partner and 3rd
party services                                            | C1         
|Content Mgmt            | RoundTrip                  | Content Presentment service                                                                                             | C1         
|Application             | eP +                       | The eProcurement solution for Enterprise and Marketplace
customers                                                      | Joint      
|Application             | APO Application            | Advanced Planning and Optimization                                                                                      | SAP        
|Application             | Billing Engine             | Billing application for the Marketplace                                                                                 | SAP        
|Application             | Bulletin Board             | Bulletin Board application for the Marketplace                                                                          | SAP        
|Application             | BW Application             | Business Intelligence Warehouse application                                                                             | SAP        
|Application             | CRM Application            | Customer Relationship Application; contains many
services                                                               | SAP        
|Application             | Internet Sales             | Selling service; part of CRM                                                                                            | SAP        
|Application             | Dynamic Pricing            | Pricing Engine used with Order Management                                                                               | SAP        
|Application             | Newsfeed                   | Marketplace content provider of news                                                                                    | SAP        
|Application             | Order Management           | Order Management Service contained in CRM                                                                               | SAP        
|Application             | PLM Application            | Product Life Cycle application                                                                                          | SAP        
|Content Mgmt            | OCI                        | Content Presentment service                                                                                             | SAP        
|Development Environment | ProSys EJB                 | Enterprise Java Beans development environment                                                                           | SAP        
|Infrastructure          | Business Connector         | Interface for transforming SAP RFC/IDOC to/from
HTTP/XML                                                                | SAP        
|Infrastructure          | SAP-EDI Gateway            | Possible interim EDI Gateway solution                                                                                   | SAP        
|Rendering machine       | ITS                        | Renders HTML pages for R/3 and Basis applications                                                                       | SAP        
|Security                | Trust Center               | Provides Certificate and Registration Authority for X509
certificates                                                   | SAP        
|Systems Management      | CCMS                       | Monitoring, Performance, Reporting of systems and
applications                                                          | SAP        

---

Appendix C:  Minimum set of training

|Training                             | Provided by SAPMarkets | Provided by C1
|------------------------------------ | ---------------------- | --------------
|EnterpriseBuyer Desktop Edition      |                        | X             
|Content                              |                        | X             
|Marketsite                           |                        | X             
|EnterpriseBuyer Professional Edition | X                      |               
|Internet Sales                       | X                      |               
|CRM                                  | X                      |               
|Call Tracking System                 | X                      | X             
|Dynamic Pricing                      | X                      |               
|Business Connector                   | X                      |               

---

Appendix D:  Support Contacts

SAP

Global Support Contact:  Bernd Bergman +49 6227 7-40363

Regional Support Contact Europe:  Dirk Reinfant +49 6227 7-46766

Regional Support Contact U.S.:  Christoph Ludwig +1 650-849-4307

Escalation Contact:  Angeline Ng +49 6227 7-64742

C1

Global Support Contact:  Tony Sung +1 925 8192028

Regional Support Contact Europe:  Jim Wait +33 492292875

Regional Support Contact U.S.:  Joy Bowen +1 9255206001

Regional Support Contact Asia Pacific:  Terry Keaveny +61 392255009

Escalation Contact:  Ralph Peterson +1 9255205949

---



EXHIBIT G: SAP U.S. APPROVED DISTRIBUTORS

See Attached

|PROVIDER                                                                                                                                                                                                                                                                                                                                                                                                     | MAIN OFFICE                                                                                                                                                                 | SALES OFFICE                                                                                                                                                                                                                                                                       | TERRITORY                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|BRAMASOL, INC.
Principal:  Louise De Putron
Assistant:  Debra Lewis
Tel:  650-325-4727
Fax:  650-325-3430
Mail to: L.debutrom@bramasol.com
Sales/Marketing:  Frank Moore
Tel:  1-888-779-4727 x 3024
Mail to: frank.moore@bramasol.com
Lead Routing:  Louise de Putron                                                                                                                                       | 100 Hamilton Avenue
Suite 402
Palo Alto, CA 94301
Main Phone:
650-325-4727
Main Fax:
650-325-3430                                                                           | 7755 Center Avenue
Suite 1100
Huntington Beach, CA 92647
Tel:  714-372-2228
Fax:  714-372-4968
4600 South Ulster Street, Suite 240
Denver, CO 80237
Tel:  303-252-0389
Fax:  303-846-3073
10900 NE 4th Street, Suite 3200
Bellvue, WA  98004
Tel:  425-990-1034
Fax:  253-770-8880 | Arizona
California
Colorado
Hawaii
Idaho
Montana
Nevada
Oregon
Utah
Washington State
Wyoming                                                                                                                                           
|DOLPHIN SOLUTION GROUP
Principal:  Chris Carlsen
Fax:  605-339-2947
Mail to: chris.carlsen@dolphinsap.com
Sales:  Larry Kallhoff
Mail to: larry.kallhoff@dolphinsap.com
Marketing:  James Hosner
Tel:  727-785-7746
Fax:  727-772-7926
Mail to: james.hosner@dolphinsap.com
Lead Routing:  James Hosner                                                                                                      | 101 South Main Avenue, Suite 600
Sioux Falls, SD  57104
Main Phone:
888-834-2727
605-988-5200
Main Fax:
605-988-5299                                                        | Centennial Lakes, Suite 217
7701 France Ave. S.
Minneapolis, MN  55435                                                                                                                                                                                                             | Minnesota
Nebraska
North Dakota
South Dakota                                                                                                                                                                                           
|e.coetry
Principal:  James Keton
Tel:  972-367-1530 x 105
Fax:  972-669-8985
Email:james.keton@ecoetry.com
Sales:  David Robinson
Tel:  972-367-1530 x 201
Mail to: david.robinson@ecoetry.com
Marketing:  Jeannette Keton
Tel:  972-367-1530 x 103
Mail to: jeannette.keton@ecoetry.com
Lead Routing:  Jennifer Ekstrand
Tel:  972-367-1530 x 207
Fax:  972-669-8985
Mail to: Jennifer.ekstrand@ecoetry.com | 3400 Waterview Parkway, Suite 100
Richardson, TX  75080
Main Phone:
972-367-1530
Main Fax:
972-669-8985                                                                     | 550 Post Oak Place, Suite 310
Houston, TX  77027
Contact:  Phillip Hayes
Tel: 713-626-4423
Fax: 713-626-1197                                                                                                                                                                       | Iowa
Kansas
Missouri
New Mexico
Oklahoma
Texas                                                                                                                                                                                         
|FIN TECH SERVICES, LTD.
Principal:  Michael Campbell
Tel: 403-705-2553
Fax: 403-233-0845
Email: mailto: mikec@teamfintech.com
Marketing:  Bob Hollingshead
Tel: 403-705-2504
Email:Bobh@teamfintech.com                                                                                                                                                                                                      | 703 6th Avenue SW, Suite 900
Calgary, AB T2P 0T9                                                                                                                            |                                                                                                                                                                                                                                                                                    | Western Canada
(Incl. Provinces of Manitoba, Saskatchewan, Alberta and British Columbia)
Alaska, Northwest Territories, Yukon                                                                                                          
|GLOBAL CORE SOFTWARE
Principal:  Jerry Ward
Tel: 203-323-3539
Email: mailto: Ward_J_GCS@msn.com
Sales: Ken Romano
Tel: 516-656-4826
Email: mailto: KRomano525@aol.com
Marketing: Deb Beard
Tel: 781-939-3490 x15
Fax: 781-939-3497
Email: mailto: deb.beard@gcsap.com
Lead Routing: Deb Beard
Tel: 781-939-3490
Email: mailto: deb.beard@gcsap.com                                                           | 400 West Cummings Park
Suite 3400
Woburn, MA 01803
Main Phone:
781-939-3490
Main Fax:
781-939-3497                                                                          |                                                                                                                                                                                                                                                                                    | Connecticut
Maine
Massachusetts
New Hampshire
Rhode Island
Vermont                                                                                                                                                                     
|LINK COMPUTER CORPORATION
Principal: Tim Link, President
Tel: 814-946-3085
Fax: 814-946-1522
Email: mailto: tlink@linkcorp.com
Marketing: Karen Dell
Tel: 814-946-3085 x 425
Email:kdell@linkcorp.com
Sales: Mark Williams
Email: mailto: mwillia@linkcorp.com                                                                                                                                               | 317 E. Pleasant Valley Blvd.
Altoona, PA 16602
Main Phone:
814-946-3085
Main Fax:
814-946-1522                                                                              |                                                                                                                                                                                                                                                                                    | Delaware
Maryland, and Pennsylvania
(except the following zip codes: 085XX; 180XX; 181XX; 189XX; 190XX; 191XX;
193XX; 194XX)
Parts of West Virginia (w/zip codes as follows: 260XX, 266XX, 254XX,
268XX)                               
|MRK
Principal: Mike Kennedy
Tel: 216-535-4100
Fax: 216-535-4101
Email:Michael.kennedy@mrktech.com
Contacts
Sales: John Rainsberger (Senior VP)
Tel: 216-535-4112
Fax: 216-535-4102
Email:john.rainsberger@mrktech.com
Lead Routing: Shannon Comodeca
Email:scomodeca@mrktech.com                                                                                                                             | One Cleveland Center
1375 E. 9th Street
Suite 600
Cleveland, OH 44144
Main Phone:
216-535-4100
Main Fax: 216-535-4101
Toll Free Phone: 1-800-747-4MRK (675)
www.mrktech.com |                                                                                                                                                                                                                                                                                    | Kentucky
Michigan
Ohio                                                                                                                                                                                                                 
|OSPREY SYSTEMS, INC.
Principal: Dave Rizzo
Tel: 704-943-1401
Fax: 704-943-1460
Director Sales: Jeff Spalding
Tel: 704-943-1450
Email: mailto:jspalding@ospreyus.com
Marketing: Kathleen Tunson
Tel: 704-943-1441
Email: mailto:ktunson@ospreyus.com
Lead Routing: Dick Dempster
Tel: 704-943-7502
Email: ddempster@ospreyus.com                                                                              | 150 Osprey Point Drive
Charlotte, NC 28217
Main Phone:
704-943-1300
Home Page:
www.ospreysystems.com                                                                        |                                                                                                                                                                                                                                                                                    | District of Columbia
North Carolina
Tennessee
(w/zip codes as follows: 373XX, 373XX, 376XX, 379XX, 385XX)
Virginia
West Virginia
(w/zip codes as follows: 247XX, 253XX, 255XX, 259XX)                                                  
|OPTIMUM SOFTWARE SOLUTIONS, A DIVISION OF PLAUT SYSTEMS &
SOLUTIONS, INC.
Principal: Bob Bart
Tel: 416-512-6784
Fax: 416-512-9220
Email:rbart@optimum-cbs.com
Contacts:
Sales: Bob Bart
Tel: 416-512-6784
Marketing: Alex Dubijac
Tel: 416-512-6784
Email:adubajic@optimum-cbs.com
Lead Routing: Jennifer Sibley
Tel: 416-512-6784
Email:mailto:jsibley@optimum-cbs.com                                      | 4100 Yonge Street
Suite 505
North York, Ontario  M2P 2B5
Main Phone:
416-512-6784
Main Fax:
416-512-9220
Home Page:
www.optimum-cbs.com                                     |                                                                                                                                                                                                                                                                                    | New York (Norther part)
Province of Ontario                                                                                                                                                                                            
|PLAUT CONSULTING (AGENT FOR SAP)
David Parmele
Out of Main office
Tel: 781-768-0500
mailto:Parmele@plaut.com
Marc Mergen
Tel: 770-350-0400
Mergen@plaut.com
Michael DiGiandomencio (Atlanta)
Tel: 770-350-0400
Digiandomencio@plaut.com
Lead Routing: Ira Harvel (Atlanta)
Tel: 601-898-3262
Fax: 770-350-0430
Cell: 601-506-5364
Mailto: Harvel@plaut.com                                                   | 1050 Winter Street, Suite 2300
Waltham, MA 02451
Main Phone:
781-768-0500
6 Concourse Pkwy NE Suite 1970
Atlanta, GA  30329                                                 |                                                                                                                                                                                                                                                                                    | Alabama
Arkansas
Louisiana
Mississippi
Tennessee
(w/zipcodes as follows: 370XX-372XX, 380XX, 384XX)                                                                                                                                    
|PRIMONICS, INC.
Principal: Daniel Kocur
Tel: 514-684-9250
Fax: 514-684-9250
Email: Daniel.kocur@primoncis.ca
Contacts:
Sales: Daniel Kocur
Marketing: Hellen Diamantakis
Tel: 514-684-9250
Email: mailto: hellen.diamantakis@primonics.ca
Lead Routing: Daniel Kocur                                                                                                                                         | 1375 Trans-Canada Hwy., Suite 500
Dorval, QC H9P 2W8                                                                                                                        |                                                                                                                                                                                                                                                                                    | New Brunswick
Newfoundland
Nova Scotia
Prince Edward Island
Province of Quebec                                                                                                                                                         
|ITELLIGENCE (S-V)
Principal: Gil Missana
Tel: 708-836-9797
Fax: 708-836-3102
Email:gil.missana@svc-ag.com
Jennifer Roach
Email: mailto: Jennifer.roach@svc-ag.com
Marketing: Rose Finnegan
Email: mailto: rose.finnegan@svc-ag.com
Sales: Gil Missana
Lead Routing: Rose Finnegan
Tel: 708-836-3100
Email: mailto: rose.finnegan@svc-ag.com                                                                  | Five Westbrook
Corporate Center
Suite 900
Westchester, IL 60154
Main Phone:
708-836-9797                                                                                    |                                                                                                                                                                                                                                                                                    | Illinois
Indiana
Wisconsin                                                                                                                                                                                                             
|PLAUT SIGMA SOLUTIONS
Principal: Buck Marty
Tel: 404-531-5115
Email:buck.marty@sigmacbs.com
VP Sales: Robert Scobie
Tel: 404-531-5114
Email:rscobie@sigmacbs.com
Marketing Contact: Andrea De Smedt
Tel: 404-531-5110
mailto:andrea.desmedt@sigmacbs.com
Lead Routing: Andrea De Smedt                                                                                                                       | 5555 Glen Ridge Connector, Suite 650
Atlanta, GA  30342
Main Phone: 404-531-5100
Toll Free:
888-200-4045
Main Fax:
404-531-5102                                             |                                                                                                                                                                                                                                                                                    | Florida
Georgia
South Carolina                                                                                                                                                                                                         
|TITAN TECHNOLOGIES GROUP, LLC
Principal: Ken Hill
Email: mailto: KHILL@CNDR.COM
Ken Hills' office address:
Annapolis Office Plaza
170 Jennifer Drive, Suite 325
Annapolis, MD  21404
Sales: Arthur Colombo
Email: Arthur.colombo@titantg.com
Marketing: Lucille Penn
Tel: 732-635-2501
Email:lucille.penn@titantg.com
Lead Routing: Lucille Penn                                                             | 499 Thornall Street, First Floor
Edison, NJ 08837
Main Phone:
732-635-0800
Main Fax:
732-635-0850
Mail Email:
titanteam@titantg.com                                         | 575 Madison Avenue, 6th Floor
New York, NY  10022                                                                                                                                                                                                                                  | New Jersey
Parts of New York
(w/zip codes as follows: 100XX-109XX, 115XX, 124XX through 127XX, except for
12402 and 12443, 137XX-139XX)
Parts of Pennsylvania
(w/zip codes as follows: 180XX, 181XX, 189XX, 190XX, 191XX, 193XX,
194XX)

---