**Exhibit 10.30**

** **

**COLLATERAL ACCOUNT NOTIFICATION ANDACKNOWLEDGMENT(THIRD PARTY)**

** **

Bank of America, N.A                                         March21, 2002Pledging UnitNC1-004-03-06200 N. College StreetCharlotte, NC 28255

 

Ladies and Gentlemen:

 

This is to notify you thatCommerce One Operations, Inc. ("Pledgor", whether one or more) hasgranted to Microsoft Capital Corporation ("Pledgee") a securityinterest in Account number(s) 899470 (the "Collateral Account",whether one or more) held by Bank of America, N.A. (the "SecuritiesIntermediary") in the name of the Pledgor together with all securities nowor hereafter held therein, and the proceeds thereof (collectively, the"Collateral"). Pledgor, Pledgee and the Securities Intermediary agreethat the Collateral Account is a "securities account" within themeaning of Article 8 of the Uniform Commercial Code of the State of New York(the "UCC") and that all Collateral held in the Collateral Accountwill be treated as financial assets under the UCC.

 

In connection therewith, theparties hereto agree (which agreement by the Pledgor will be construed asinstructions to the Securities Intermediary):

 
| 1.     |   | The  Securities Intermediary is instructed to register the pledge on its books.  The Pledgor and the Pledgee acknowledge that the only financial assets that  may be held in the Collateral Account are securities eligible to be held at a  Federal Reserve Bank and/or the Depository Trust Company ("Eligible  Securities"). The Pledgor agrees that it will deliver or caused to be  delivered to the Securities Intermediary for deposit in the Collateral  Account only Eligible Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.     |   | The  Securities Intermediary is instructed to deliver to the Pledgee copies of  monthly statements on the Collateral Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.     |   | Except as a  result of computer system or accounting changes affecting securities accounts  of the Securities Intermediary generally (in which case the Securities  Intermediary shall provide prompt notice to the Pledgee), the Securities  Intermediary shall not change the account number of the Collateral Account  without the prior written consent of the Pledgee and at least five business  days prior notice to the Pledgor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.     |   | All  dividends, interest, gains and other profits with respect to the Collateral  Account will be reported in the name and tax identification number of the  Pledgor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.     |   | Except as  provided in Section 6, the Securities Intermediary may not, without the  prior written consent of Pledgee, deliver, release or otherwise dispose of  the Collateral or any interest therein unless the proceeds thereof are held  or reinvested in the Collateral Account as part of the Collateral or applied  by Securities Intermediary to the satisfaction of an obligation owed to it.  Except for such limitation and unless and until the Securities Intermediary receives  and has a reasonable period of time to act upon written notice from the  Pledgee which states that Pledgee is exercising exclusive control over the  Collateral Account (a "Notice of Exclusive Control"), the  Securities Intermediary may comply with any other orders or instructions from  Pledgor concerning the Collateral Account. A Notice of Exclusive Control  (Exhibit A) shall designate the account, person or other location to which  the financial assets in the Collateral Account, and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

 

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|   |   | cash dividends,  interest, income, earnings and other distributions received with respect  thereto, shall thereafter be delivered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.     |   | The Pledgee  agrees that the Securities Intermediary is authorized to pay to the Pledgor  any interest, interest equivalent, dividends, and principal payments on  declining balance securities received by the Securities Intermediary with  respect to any securities in the Collateral Account until the Securities  Intermediary receives and has a reasonable period of time to act upon a Notice  of Exclusive Control from the Pledgee. The Pledgee further agrees that for  any non-interest bearing security held in the Collateral Account  "interest equivalent" shall mean the amount of any discount earned  on such security at the maturity or redemption date of such security.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.     |   | The Pledgor  authorizes the Securities Intermediary, and the Securites Intermediary  agrees, to comply with any order or instruction from Pledgee concerning the  Collateral Account, including an order or instruction directing sale,  transfer or redemption of all or part of the Collateral and the remittance of  the proceeds thereof, if any, to Pledgee, without further consent by the  Pledgor. Securities Intermediary shall have no responsibility or liability to  Pledgor for complying with any order or instruction, whether oral or written,  concerning the Collateral Account originated by Pledgee and shall have no  responsibility to investigate the appropriateness of any such order or  instruction, even if Pledgor notifies Securities Intermediary that Pledgee is  not legally entitled to originate any such order or instruction.  Securities Intermediary shall have no  responsibility to Pledgee for complying with any order or instruction,  whether oral or written, concerning the Collateral Account originated by  Pledgor except to the extent such compliance would cause Securities  Intermediary to violate (i) paragraph 5 hereof or (ii) written orders or  instructions previously received from Pledgee, but only to the extent  Securites Intermediary has had a reasonable period of time to act  thereon.  Securities Intermediary  shall be able to rely upon any notice or order that it reasonably believes to  be genuine.  Securities Intermediary  shall have no responsibility or liability to Pledgee with respect to the  value of the Collateral Account or any of the Collateral. This Agreement does  not create any obligation or duty on the part of Securities Intermediary  other than those expressly set forth herein. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 8.     |   | Securities  Intermediary shall not be liable for any loss or damage with respect to any  matter that may arise out of or in connection with this Agreement or any  action taken or not taken pursuant hereto, except to the extent caused by  Securities Intermediary's gross negligence or willful misconduct. In no event  shall Securities Intermediary be responsible for special, indirect,  exemplary, or consequential damages, including but not limited to lost  profits, regardless of any notice, or any loss or damage caused, directly or  indirectly, by conditions beyond its control. Pledgor and the Pledgee agree  jointly and severally to indemnify and hold the Securities Intermediary, its  directors, officers, employees, and agents harmless from and against any and  all claims, causes of action, liabilities, lawsuits, demands and/or damages,  including, without limitation, any and all costs, including court costs and  reasonable attorneys' fees (including allocated costs of in-house counsel),  that may arise out of or in connection with this Agreement or any action  taken or not taken pursuant hereto, except to the extent caused by Securities  Intermediary's gross negligence or willful misconduct. The indemnities of the  Pledgor and Pledgee set forth in this Section 8 shall survive the  termination of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 9.     |   | The Securities  Intermediary represents that it has not received notice regarding any lien,  encumbrance or other claim to the Collateral or the Collateral Account from  any other person and has not entered into an agreement with any third party  to act on such third party's instructions without further consent of the  Pledgor. The Securities Intermediary further agrees not to enter into any  such agreement with any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

 

 

2

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| 10.    |   | The  Securities Intermediary waives and relinquishes any right of setoff,  encumbrance, security interest or other claim that it may have against the  Collateral, except for any lien, claim encumbrance or right of set off  against the Collateral Account for any financial asset carried in the  Collateral Account arising from transactions in the Collateral Account  including, but not limited to, those for (i) customary commissions and fees  arising from permitted trading activity within the Collateral Account, (ii)  payment owed to Securities Intermediary for open trade commitments for the  purchase and/or sale of financial assets in and for the Collateral Account,  and (iii) any credit or advance by the Securities Intermediary in respect of  interest, income or other proceeds from any financial asset in the Collateral  Account for which final payment in collected funds is not received by the  Securities Intermediary. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 11.    |   | To the  extent a conflict exists between the terms of this Agreement and any  Safekeeping Agreement and Receipt which the Securities Intermediary will  issue and send in connection with crediting Collateral to the Collateral  Account, the terms of this Agreement will control, provided that this  Agreement shall not alter or affect any mandatory arbitration provision  currently in effect between Securities Intermediary and Pledgor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 12.    |   | The terms of  this Agreement will in no way be modified except by a writing signed by all  parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 13.    |   | Securities  Intermediary reserves the right, unilaterally, to terminate this Agreement,  such termination to be effective thirty (30) days after written notice  thereof is given to Pledgor and Pledgee. Termination shall not affect any of  the rights and liabilities of the parties hereto incurred before the date of  termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.    |   | This Agreement  sets forth the entire agreement of the parties with respect to the subject  matter hereof, and, subject to paragraph 11 above, supersedes any prior  agreement and contemporaneous oral agreements of the parties concerning its  subject matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 15.    |   | Except as  otherwise expressly provided herein, any notice, order, instruction, request  or other communication required or permitted to be given under this Agreement  shall be in writing and may be delivered in person, sent by facsimile or  other electronic means if electronic confirmation of error free receipt is  received, or sent by United States mail, postage prepaid, addressed to the  party at the address set forth below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 16.    |   | Any notice,  order, instruction, request or other communication from the Pledgee to the  Securities Intermediary required to be in writing shall be on the Pledgee's  letterhead and signed by an authorized   representative of the Pledgee. The names, titles, and specimen  signatures of the Pledgee's authorized representatives are set forth on  Exhibit B to this Agreement. The Pledgee may change its authorized  representatives by written notice to the Securities Intermediary which notice  shall include the name, title and specimen signature of each new authorized  representative of Pledgee.                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.    |   | The  Securities Intermediary will be excused from failing to act or delay in  acting, and no such failure or delay shall constitute a breach of this  Agreement or otherwise give rise to any liability of the Securities  Intermediary, if (i) such failure or delay is caused by circumstances beyond  the reasonable control of the Securities Intermediary, including but not  limited to legal constraint, emergency conditions, action or inaction of  governmental, civil or military authority, fire, strike, lockout or other  labor dispute, war, riot, theft, flood, earthquake or other natural disaster,  breakdown of public or private or common carrier communication or  transmission facilities, equipment failure, or act, negligence or default of  Pledgor or Pledgee or (ii) such failure or delay                                                                                                                                          |

 

 

3

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | resulted  from Security Intermediary's reasonable belief that the action would have  violated any guideline, rule or regulation of any governmental authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 18.    |   | Pledgor and  Pledgee jointly and severally agree to pay Securities Intermediary, upon  receipt of Securities Intermediary's invoice, all reasonable costs, expenses  and attorneys' fees (including reasonable allocated costs for in-house legal  services) incurred by Securities Intermediary in connection with the  enforcement of this Agreement or any instrument or agreement required  hereunder, including but not limited to any such reasonable costs, expenses  and fees arising out of the resolution of any conflict, dispute, motion  regarding entitlement to rights or rights of action, or other action to  enforce Securities Intermediary's rights hereunder in a case arising under  Title 11, United States Code. This section 18 shall survive termination  of this Agreement. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 19.    |   | Notwithstanding  any of the other provisions of this Agreement, in the event of the  commencement of a case pursuant to Title 11, United States Code, filed  by or against Pledgor, or in the event of the commencement of any similar  case under then applicable federal or state law providing for the relief of  debtors or the protection of creditors by or against Pledgor, Securities  Intermediary may act as Securities Intermediary reasonably deems necessary to  comply with all applicable provisions of governing statutes and neither  Pledgor nor Pledgee shall assert any claim against Securities Intermediary  for so doing.                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 20.    |   | If any term  or provision in this Agreement shall be invalid or unenforceable the  remainder of this Agreement, or the application of such terms or provisions  to persons or circumstances other than these to which it held invalid or  unenforceable, shall be construed in all respects as if such invalid or  unenforceable term or provision were omitted.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 21.    |   | If any party  to this Agreement is not a natural person, the person executing this  Agreement on behalf of such party hereby represents that he or she has the  proper authority to execute this Agreement on behalf of such party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 22.    |   | The  construction and effect of every provision of this Agreement, the rights of  the parties hereunder and any questions arising out of the Agreement, shall  be governed by the statutory and common law of the State of New York without  reference to the conflict of law provisions thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

 

*   *   *   *   *  *   *   *

 

 

4

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IN WITNESS WHEREOF, the Pledgorand the Pledgee have agreed to the terms of this agreement as of the dateindicated above.

 

 
| **PLEDGOR:**                      |   |                              | **PLEDGEE:**    |
|-----------------------------------|--------|-----------------------------------|-----------------|
| **COMMERCE ONE OPERATIONS, INC.** |   | **MICROSOFT CAPITAL CORPORATION** |
|                              |   |                              |            |
| By:                               |   |                              | By:             |   |
|                              |   |                              |            |
| Name:                             |   |                              | Name:           |   |
|                              |   |                              |            |
| Title:                            |   |                              | Title:          |   |
|                              |   |                              |            |
| Telephone  No.:                   |   |                              | Telephone  No.: |   |
|                              |   |                              |            |
| Facsimile  No.:                   |   |                              | Facsimile  No.: |   |
|                              |   |                              |            |
| Address:                          |   |                              | Address:        |
|                              |   |                              |
|                              |   |                              |
|                              |   |                              |
|                              |   |                              |
|                              |   |                              |
| Date:                             |   |                              | Date:           |   |
|                                   |        |                                   |                 |  |  |  |  |  |  |  |  |  |  |  |  |

 

Acknowledged and Agreed to:

 

**BANKOF AMERICA, N.A.**

 
| By:                          |  /s/   Jennifer Ackerman |   |
|------------------------------|------------------------------------|--------|
| Name:                        | Jennifer  Ackerman                 |   |
| Title:                       | Vice  President                    |   |
| Telephone  No.: 800.687.4802 |                               |
| Facsimile  No.: 704.386.0176 |                               |
| Address:                     |                               |
|                         |                               |
| Bank of  America, N.A.       |                               |
| Pledging  Unit               |                               |
| NC1-004-03-06                |                               |
| 200 N.  College Street       |                               |
| Charlotte, NC  28255         |                               |
| Date:                        | 3-25-02                            |   |
|                              |                                    |        |  |  |  |  |

 

5

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IN WITNESS WHEREOF, the Pledgorand the Pledgee have agreed to the terms of this agreement as of the dateindicated above.

 

 
| **PLEDGOR:**                      |   |                                                     | **PLEDGEE:**                                                   |
|-----------------------------------|--------|----------------------------------------------------------|----------------------------------------------------------------|
| **COMMERCE ONE OPERATIONS, INC.** |   | **MICROSOFT CAPITAL CORPORATION**                        |
|                              |   |                                                     |                                                           |
| By:                               |   |                                                     | By:                                                            | /s/ Thomas  Baumbach |
|                              |   |                                                     |                                                           |
| Name:                             |   |                                                     | Name:                                                          | Thomas  Baumbach |
|                              |   |                                                     |                                                           |   |
| Title:                            |   |                                                     | Title:                                                         | President |
|                              |   |                                                     |                                                           |
| Telephone  No.:                   |   |                                                     | Telephone  No.:                                                | 775 823 5601 |
|                              |   |                                                     |                                                           |
| Facsimile  No.:                   |   |                                                     | Facsimile  No.:                                                | 775 826 0506 |
|                              |   |                                                     |                                                           |
| Address:                          |   |                                                     | Address:                                                       |
|                              |   |                                                     |        6100 Neil Road, Suite 100 |
|                              |   |        Reno, NV 89511-1137 |
|                              |   |                                                     |
|                              |   |                                                     |
| Date:                             |   |                                                     | Date:                                                          |   |
|                                   |        |                                                          |                                                                |  |  |  |  |  |  |  |  |  |

 

Acknowledged and Agreed to:

 

**BANKOF AMERICA, N.A.**

 
| By:                          |   |   |
|------------------------------|--------|--------|
| Name:                        |   |   |
| Title:                       |   |   |
| Telephone  No.: 800.687.4802 |   |
| Facsimile  No.: 704.386.0176 |   |
| Address:                     |   |
|                         |   |
| Bank of  America, N.A.       |   |
| Pledging  Unit               |   |
| NC1-004-03-06                |   |
| 200 N.  College Street       |   |
| Charlotte,  NC 28255         |   |
| Date:                        |   |   |
|                              |        |        |  |  |  |  |

 

6

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IN WITNESS WHEREOF, the Pledgorand the Pledgee have agreed to the terms of this agreement as of the dateindicated above.

 

 
| **PLEDGOR:**                      |                    |                              | **PLEDGEE:** |
|-----------------------------------|-------------------------|-----------------------------------|--------------|
| **COMMERCE ONE OPERATIONS, INC.** |                    | **MICROSOFT CAPITAL CORPORATION** |
|                              |                    |                              |         |
| By:                               |  /s/ Peter Pervere |                              | By:          |   |
|                              |                    |                              |         |
| Name:                             | Peter  Pervere          |                              | Name:        |   |
|                                   |                         |                                   |              |  |  |  |  |  |

 
|                           |                                    |   |            |   |
|--------------------------------|-----------------------------------------|--------|-----------------|--------|
| Title:                         | SVP                                     |   | Title:          |   |
|                           |                                    |   |            |
| Telephone  No.:                |     (925)  520-6022 |   | Telephone  No.: |   |
|                           |                                    |   |            |
| Facsimile  No.:                |     (925)  520-6063 |   | Facsimile  No.: |   |
|                           |                                    |   |            |
| Address:                       |                                    |   | Address:        |
| 4440  Rosewood Dr., B4F4, 4226 |                                    |   |
| Pleasanton,  CA 94588          |                                    |   |
|                           |                                    |   |
|                           |                                    |   |
| Date:                          | March 22,  2002                         |   | Date:           |   |
|                                |                                         |        |                 |        |  |  |  |  |

 

Acknowledged and Agreed to:

 

**BANKOF AMERICA, N.A.**

 
| By:                          |   |   |
|------------------------------|--------|--------|
| Name:                        |   |   |
| Title:                       |   |   |
| Telephone  No.: 800.687.4802 |   |
| Facsimile  No.: 704.386.0176 |   |
| Address:                     |   |
|                         |   |
| Bank of  America, N.A.       |   |
| Pledging  Unit               |   |
| NC1-004-03-06                |   |
| 200 N.  College Street       |   |
| Charlotte,  NC 28255         |   |
| Date:                        |   |   |
|                              |        |        |  |  |  |  |

 

 

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Exhibit A

[Lettehead of the Pledgee]

[Date]

 

 

Bank of America, N.APledging UnitNC1-004-03-06200 N. College StreetCharlotte, NC 28255

 

 

Notice of Exclusive Control

 

Ladies and Gentlemen:

 

As referenced in the CollateralAccount Notification and Acknowlegment, dated as of March 21, 2002, amongCommerce One Operations, Inc., as Pledgor, Microsoft Capital Corporation, asPledgee, and Bank of America N.A., we hereby give you notice of our exclusivecontrol over securities account number [                ](the "Collateral Account") and all financial assets creditedthereto. You are hereby instructed not to accept any direction, instruction orentitlement order with respect to the Collateral Account or the financialassets credited thereto from any person other than the undersigned.

 

You are hereby instructed todeliver the financial assets in the Collateral Account and cash dividends,interest, income, earning, and other distributions received with respectthereto, as follows:

 

                Account Name:    Microsoft Capital Corp.

                Account #:            3049-7564

                Bank:                      CitibankN.A.                                                111Wall Street                                                NewYork, NY 10013                                     ABA #:                             021000089

 
|   | Very truly  yours,             |
|--------|--------------------------------|
|   |                           |
|   | MICROSOFT  CAPITAL CORPORATION |
|   |                           |
|   |                           |
|   | By:                            |   |
|   | Name:                          |   |
|   | Title:                         |   |
|   |                           |
|        |                                |  |  |  |

 

cc:           Commerce One Operations, Inc.

 

 

 

8

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[Pledgee letterhead]

 

Exhibit B

 

CERTIFICATE OF AUTHORIZED PERSONS

 

 

To:          Bank of America, N.A.                GSO - SafekeepingDepartment                Pledging UnitNC1-004-03-06                200 N. College Street                Charlotte, NC 28255

 

 

I,                                  ,                                     [insert Title] of the                                      [insert name of Pledgee], do hereby certifythat I am authorized to make and deliver this certificate and that each of thepersons named below has been duly authorized to deliver oral and writteninstructions on behalf of                                     [insert name of Pledgee] with respect toAccount                    .You are authorized to act upon such instructions from each person named belowuntil you have received at the above address and have had a reasonableopportunity to act upon (a) written notice from an authorized representative of[insert name of Pledgee] revoking his or her authorization or (b) a revisedCertificate of Authorized Persons from an authorized representative of [insert nameof Pledgee].

 

I further certify that thesignatures appearing below opposite the names are true and correct.

 

Name                                                                      Signature                                                                               Title

 

 

 
|                              |   |   |   |   |
|-----------------------------------|--------|--------|--------|--------|
| (Signature  of Pledgee Authorized |   |   |   |   |
|   Representative)            |   |   |   |   |
|                              |   |   |   |   |
|                              |   |   |   |   |
|                              |   |   |   |   |
|                              |   |   |   |   |
| (Date)                            |   |   |   |   |

 

 

 

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