COLLATERAL ACCOUNT NOTIFICATION AND ACKNOWLEDGMENT









Exhibit 10.30




 




COLLATERAL ACCOUNT NOTIFICATION AND

ACKNOWLEDGMENT


(THIRD PARTY)




 




Bank of America, N.A                                         March

21, 2002


Pledging Unit


NC1-004-03-06


200 N. College Street


Charlotte, NC 28255




 




Ladies and Gentlemen:




 




This is to notify you that

Commerce One Operations, Inc. ("Pledgor", whether one or more) has

granted to Microsoft Capital Corporation ("Pledgee") a security

interest in Account number(s) 899470 (the "Collateral Account",

whether one or more) held by Bank of America, N.A. (the "Securities

Intermediary") in the name of the Pledgor together with all securities now

or hereafter held therein, and the proceeds thereof (collectively, the

"Collateral"). Pledgor, Pledgee and the Securities Intermediary agree

that the Collateral Account is a "securities account" within the

meaning of Article 8 of the Uniform Commercial Code of the State of New York

(the "UCC") and that all Collateral held in the Collateral Account

will be treated as financial assets under the UCC.




 




In connection therewith, the

parties hereto agree (which agreement by the Pledgor will be construed as

instructions 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


  
	

   


  	

   


  	

   


  





 




 





























 




	

   


  	

   


  	

  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





























 




 




	

  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





























 




	

   


  	

   


  	

   


  
	

   


  	

   


  	

  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





























 




IN WITNESS WHEREOF, the Pledgor

and the Pledgee have agreed to the terms of this agreement as of the date

indicated 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:




 




BANK

OF 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





























 




IN WITNESS WHEREOF, the Pledgor

and the Pledgee have agreed to the terms of this agreement as of the date

indicated 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:




 




BANK

OF 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





























 




IN WITNESS WHEREOF, the Pledgor

and the Pledgee have agreed to the terms of this agreement as of the date

indicated 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:




 




BANK

OF 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:


  	

   


  	

   


  
							





 




 




7





























 




Exhibit A




[Lettehead of the Pledgee]




[Date]




 




 




Bank of America, N.A


Pledging Unit


NC1-004-03-06


200 N. College Street


Charlotte, NC 28255




 




 




Notice of Exclusive Control




 




Ladies and Gentlemen:




 




As referenced in the Collateral

Account Notification and Acknowlegment, dated as of March 21, 2002, among

Commerce One Operations, Inc., as Pledgor, Microsoft Capital Corporation, as

Pledgee, and Bank of America N.A., we hereby give you notice of our exclusive

control over securities account number [                ]

(the "Collateral Account") and all financial assets credited

thereto. You are hereby instructed not to accept any direction, instruction or

entitlement order with respect to the Collateral Account or the financial

assets credited thereto from any person other than the undersigned.




 




You are hereby instructed to

deliver the financial assets in the Collateral Account and cash dividends,

interest, income, earning, and other distributions received with respect

thereto, as follows:




 




                Account Name:    Microsoft Capital Corp.




                Account #:            3049-7564




                Bank:                      Citibank

N.A.
                                                111

Wall Street
                                                New

York, NY 10013
                                     ABA #:                             021000089




 




	

   


  	

  Very truly

  yours,


  
	

   


  	

   


  
	

   


  	

  MICROSOFT

  CAPITAL CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
					





 




cc:           Commerce One Operations, Inc.




 




 




 




8





























 




[Pledgee letterhead]




 




Exhibit B




 




CERTIFICATE OF AUTHORIZED PERSONS




 




 




To:          Bank of America, N.A.
                GSO - Safekeeping

Department
                Pledging Unit

NC1-004-03-06
                200 N. College Street
                Charlotte, NC 28255




 




 




I,                                  ,                                     [insert Title] of the                                      [insert name of Pledgee], do hereby certify

that I am authorized to make and deliver this certificate and that each of the

persons named below has been duly authorized to deliver oral and written

instructions on behalf of                                     [insert name of Pledgee] with respect to

Account

                    .

You are authorized to act upon such instructions from each person named below

until you have received at the above address and have had a reasonable

opportunity to act upon (a) written notice from an authorized representative of

[insert name of Pledgee] revoking his or her authorization or (b) a revised

Certificate of Authorized Persons from an authorized representative of [insert name

of Pledgee].




 




I further certify that the

signatures appearing below opposite the names are true and correct.




 




Name                                                                      Signature                                                                               Title




 




 




 




	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (Signature

  of Pledgee Authorized


  	

   


  	

   


  	

   


  	

   


  
	

    Representative)


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (Date)


  	

   


  	

   


  	

   


  	

   


  





 




 




 




9