**Exhibit 10.34**

 

**AMENDMENT NO. 2 TO OFFICE LEASE**

 

This **AMENDMENT NO. 2 TO OFFICE LEASE**(this“Amendment”) is dated December 7, 2000, for reference purposes only, by andbetween **MARRIOTT PLAZA ASSOCIATES L.P.,**a California limited partnership (“Landlord”), and **COMMERCE ONE, INC.,**a Delaware corporation(successor-in-interest to Commercebid.com) (“Tenant”).

 

**RECITALS**

 

**A.           **Landlordand Commercebid.com entered into that certain Office Lease dated August 30,1999 (the “Lease”) for premises consisting of approximately 10,029 rentablesquare feet with a street address of 2901 Tasman Drive, Suite 211, Santa Clara,California, and more particularly described in the Lease;

 

**B.           **OnNovember 12, 1999, Tenant succeeded to the interest of Commercebid.com astenant under the Lease.

 

**C.           **Landlordand Tenant entered into that certain Amendment No. 1 To Office Lease datedOctober 20, 2000 whereby Landlord agreed to (i) lease to Tenant certainadditional suites in the Building and (ii) to grant to Tenant options to leasecertain additional suites in the Building (“First Amendment”).

 

**D.           **AtTenant’s request, Landlord has agreed to lease to Tenant one additional suitein the Building known as Suite 112 comprised of approximately 2,893 squarefeet.

 

**E.            **Landlordand Tenant desire to further amend the Lease on the terms and conditions setforth herein.  Capitalized terms used inthis Amendment and not otherwise defined shall have the meanings assigned tothem in the Lease.

 

**AGREEMENT**

 

**NOW THEREFORE,**forgood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Landlord and Tenant hereby agree as follows:

 

**1.             AdditionalDefinitions. **Theshall be added to the end of Article 1 of the Lease:  “The term “Suite 112” shall mean Suite 112 of the Building comprisedof approximately 2,893 square feet.”

 

**2.             Premises. **Suite 112 shall bedelivered by Landlord to Tenant in accordance with the provisions in Section 5below, and once so delivered shall be deemed part of the Premises for allpurposes under the Lease.

 

**3.             BaseYear. **BaseYear for Suite 112 shall be calendar year 2001.

 

**4.             SecurityDeposit. **TheSecurity Deposit shall be increased by $18,081.25 to $143,081.25.  The additional Security Deposit of$18,081.25 shall be delivered to Landlord

 

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within five (5) business daysafter full execution of this Lease.  Theadditional Security Deposit shall either be in the form of cash or Tenant shalldeliver to Landlord a replacement Letter of Credit (in the same form andcontent as the existing Letter of Credit, except for the amount thereof) forthe then full amount of the Security Deposit and Landlord shall return theexisting Letter of Credit to Tenant.  IfTenant elects, Tenant may initially post cash for the additional SecurityDeposit and at a later date replace the cash with the Letter of Credit as setforth herein.

 

**5.             Deliveryand Base Rent for Suite 112.**

 

**5.1          Delivery. **Landlord shalldeliver to Tenant Suite 112 upon full execution of this Amendment; *provided, however,*that if Landlord, forany reason whatsoever beyond Landlord’s reasonable control, cannot deliverpossession of Suite 112 to Tenant on such date, this Lease shall not be void orvoidable as to Suite 112 or any of the Premises, nor shall Landlord be liableto Tenant for any loss or damage resulting therefrom, but in that event, rentfor Suite 112 shall be abated until Landlord can deliver possession.  In the event Tenant occupies any part ofSuite 112 prior to the delivery date as set forth in this subsection, Tenantshall commence paying rent for Suite 112 as of such date.

 

**5.2          BaseRent. **Thelease by Landlord to Tenant of Suite 112 shall be on the following terms:  (i) the Commencement Date for Base Rent forSuite 112 shall be forty-five (45) days after Suite 112 is delivered to Tenantand  (ii) Base Rent for Suite 112 shallbe $18,081.25 per month and shall be increased pursuant to Section 7 below.

 

**6.             Conditionof Suite 112. **Tenanthereby acknowledges that Tenant has inspected Suite 112 and that Landlord shalldeliver such suite and all Building or operating systems to Tenant (and Tenanthereby accepts them) in their then “AS IS” condition, with all faults, subjectto Landlord’s maintenance and repair obligations under Section 18 (a) of the Lease.  Landlord makes no representations orwarranties to Tenant regarding the condition of the Suite 112.

 

**7.             RentIncreases. **BaseRent for Suite 112 shall be increased by four percent (4%) on March 1, 2002 andeach March 1st thereafter until the expiration or earliertermination of the Lease.

 

**8.             TenantImprovements.  **Tenantshall, pursuant to the work letter attached to the Lease as Exhibit B(the “Work Letter”), perform the work and make the installations in Suite 112substantially as set forth in the Work Letter (such work and installations tobe performed or made by Tenant hereinafter referred to as the “ImprovementWork”).

 

**9.             Ratification.  **The Lease andFirst Amendment, as amended by this Amendment, is hereby ratified by Landlordand Tenant and Landlord and Tenant hereby agree that the Lease, as so amended,shall continue in full force and effect.

 

**10.          Miscellaneous.**

 

**10.1        VoluntaryAgreement. **Theparties have read this Amendment and on the advice of counsel they have freelyand voluntarily entered into this Amendment.

 

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**10.2        Attorneys’Fees.  **Ifeither party commences an action against the other party arising out of or inconnection with this Amendment, the prevailing party shall be entitled torecover from the losing party reasonable attorneys’ fees and costs of suit.

 

**10.3        Successors. **This Amendmentshall be binding on and inure to the benefit of the parties and theirsuccessors.

 

**10.4        Counterparts.  **This Amendment maybe signed in two (2) or more counterparts. When at least one such counterpart has been signed by each party, thisAmendment shall be deemed to have been fully executed, each counterpart shallbe deemed to be an original, and all counterparts shall be deemed to be one andthe same agreement.

 

**[SignaturesAppear On Following Page]**

 

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**IN WITNESS WHEREOF,**Landlordand Tenant have executed this Amendment as of the date first written above.

 
|   | **LANDLORD:**                       |                                    |
|--------|-------------------------------------|-----------------------------------------|
|   |                                |                                    |
|   | **MARRIOTT PLAZA ASSOCIATES L.P.,** |                                    |
|   | a California  limited partnership   |                                    |
|   |                                |                                    |
|   | By:                                 | Menlo  Equities Associates IV LLC,      |   |
|   |                                | a California  limited liability company |   |
|   |                                | Its General  Partner                    |   |
|   |                                |                                    |
|   |                                | By:                                     | Menlo  Equities LLC, |   |
|   |                                |                                    | a California  limited liability company |   |
|   |                                |                                    | Its Manager |   |
|   |                                |                                    |
|   |                                | By:                                     | Diamant  Investments LLC, |
|   |                                |                                    | a Delaware  limited liability company |   |
|   |                                |                                    | Its Member |   |
|   |                                |                                    |
|   |                                | By:                                     | /s/ Richard  J. Holmstrom |   |
|   |                                |                                    | Richard J.  Holmstrom, Manager |   |
|   |                                |                                    |
|   |                                |                                    |
|   | **TENANT:**                         |                                    |
|   |                                |                                    |
|   | **COMMERCE ONE, INC.,**             |                                    |
|   | a Delaware  corporation             |                                    |
|   |                                |                                    |
|   |                                |                                    |
|   | By:                                 |                                    | /s/ Charles  D. Boynton |   |
|   | Print Name:                         | Charles D.  Boynton                     |   |
|   | Its:                                | Director of  Finance                    |   |
|   |                                |                                    |
|   | By:                                 |                                    | /s/ Brian Griggs |   |
|   | Print Name:                         | Brian Griggs                            |   |
|   | Its:                                | Authorized  Representative              |   |
|        |                                     |                                         |  |  |  |  |  |

 

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