Exhibit 10.39

MAINTENANCE AND SUPPORT AGREEMENT

This Maintenance and Support Agreement ("MSA") is entered into between Baltimore Technologies Ltd., with a principal place of business at IFSC House,
International Financial Services Centre, Custom House Quay, Dublin 1, Ireland, including its holding company and all subsidiary and affiliate companies ("Baltimore") and CommerceOne, having a
principal place of business at 4440 Rosewood Drive, Pleasanton, CA 94588, USA ("Licensee").

WHEREAS:

Baltimore
agrees to provide to Licensee certain services with respect to the maintenance and support of the Licensed Product(s) specified in Exhibit Ahereto (the "Services"). This MSA is supplemental to and
shall be read solely in conjunction with the License Agreement executed on
June 30th 2000, (the "License Agreement") and the Toolkit & Upgrades Deliverables Insert.

1.     DEFINITIONS

All
definitions, terms and conditions of the License Agreement and the attached Service Levels document are herein incorporated by reference.



2.     PROVISION OF SERVICES



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3.     OBLIGATIONS



4.     RESTRICTIONS



5.     ACCEPTANCE



6.     PAYMENTS



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7.     OWNERSHIP OF REVISIONS

Any
and all Updates, fault resolutions or Upgrades provided to Licensee hereunder shall be considered part of the Licensed Product(s) under the License Agreement and subject to all terms
and conditions governing the ownership, proprietary notices, intellectual property rights and liabilities thereof.

8.     LIMITATION OF LIABILITY

Neither
Party shall be liable for indirect, incidental, consequential, special or exemplary damages (including but not limited to damages for loss of business profits, business
interruption, loss of business information, data, goodwill or other pecuniary loss), under any cause of action or theory of liability arising out of the provision, imperfect provision or failure to
provide maintenance and support services, irrespective of whether either Party has advance notice of the possibility of such damages. These limitations shall apply notwithstanding the failure of the
essential purpose of any limited remedy. THIS LIMITATION SHALL NOT APPLY TO BREACH OF CONFIDENTIALITY.

Neither
Party's total liability for any claim, demand or action arising out of or relating to this Agreement or the services contemplated hereby shall in any case exceed $1Million.

9.     TERM

This
MSA shall commence on the date hereof and shall renew automatically on each anniversary of that date unless terminated with sixty (60) days written notice in accordance with
the provisions ofSection 10herein or the License Agreement.

10.   TERMINATION



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11.   CONFIDENTIALITY

The
Parties agree that the existence and content of this MSA and any Licensed Product(s) or Services provided hereunder are confidential information subject to the terms of the
Non-Disclosure Agreement andSection 16of the License Agreement executed by the Parties.

12.   ENTIRETY OF AGREEMENT

This
MSA, including all Appendices hereto, constitutes the entire Agreement between Licensee and Baltimore for the provision of Maintenance and Support Services, and supersedes any prior
discussion, negotiation or quotation for Maintenance and Support Services for the Licensed Product(s).

The
headings contained herein are for ease of reference only and shall not in any way affect the interpretation of this MSA or any provision thereof.

13.   GOVERNING LAW

Unless
otherwise specified inExhibit A, this MSA and all Exhibits hereto shall be constructed, interpreted and enforced according
to the law of the region in which Licensee's primary Baltimore Global Support Services contact is located. For the avoidance of doubt, APAC shall use Australian law, EMEA shall use Irish law, and the
Americas shall use Massachusetts and US Federal law.

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IN
WITNESS WHEREOF AND SUBJECT TO THE TERMS AND CONDITIONS HEREIN, the Parties hereto execute this MSA as of the date below.

|FOR LICENSEE |  | FOR BALTIMORE 
|------------ |  | --------------
|SIGNATURE:   |  | /s/SAM PRATHER

|NAME:  |  | Sam Prather     |  | NAME:  |  | James M. Kelly
|------ |  | --------------- |  | ------ |  | --------------
|TITLE: |  | SVP Engineering |  | TITLE: |  | Vice President
|DATE:  |  | 6/30/00         |  | DATE:  |  | 7/20/00       

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EXHIBIT A

Licensed Product(s)

|Product Name                       |  | Platform |  | No. of developer kits |  | Maintenance Fee
|---------------------------------- |  | -------- |  | --------------------- |  | ---------------
|[**]                               |  |          |  |                       |  |                
|Total Maintenance and Support Fees |  | [**]    

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The Licensed Product(s) will be delivered as specified in Appendix 1 to the License Agreement.



Licensee elects the One! Developer Gold Program Service Level. A copy of the current Service Levels document is attached hereto for reference.



Location:

Needham, Massachusetts (USA)Telephone:

+1 781 455 4602 or +1 888 483 8787 (toll free)Email:

globalsupport@baltimore.comFacsimile:

TBA




Name

Title

Telephone

Mobile

Facsimile

emailCustomer Contact InformationTechnicalStephen Wu

Security Architect

408 517 9294



408 517 3992

stephen.wu@commerceone.comZahid Ahmed

Security Architect

408 517 3903



408 517 3992

zahid.ahmed@commerceone.comJoe Sanfilippo

Software Architect

408 517 9245



408 517 3992

joe.sanfilippo@commerceone.comDavid Truong

Security Engineer

408 517 9274



408 517 3992

david.truong@commerceone.comChris Crall

Senior Sec. Architect

408 517 3935



408 517 3992

chris.crall@commerceone.comCustomer Contact InformationCommercialBrad Snyder

Group Product Manager

408 517 9260



408 517 3992

brad.snyder@commerceone.com


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