PeopleSoft Commerce One Eighth Amendment to Sublease


Exhibit 10.1

EIGHTH AMENDMENT TO SUBLEASE

This EIGHTH AMENDMENT TO SUBLEASE (this "Amendment") is dated for
reference purposes only as of October 1, 2003, by and between PeopleSoft, Inc.,
a Delaware corporation ("Sublessor"), Commerce One Operations, Inc., a Delaware
corporation, ("Sublessee") and Commerce One, Inc., a Delaware corporation
("Commerce One, Inc.").  The Effective Date of this Amendment is defined in
Section 6 below. 

R E C I T A L S:

A.  Sublessor is the tenant under a certain Lease Agreement dated
February 24, 1997 between Sublessor and CarrAmerica Realty Corporation ("Master
Lessor") as amended by the First Amendment to Lease dated March 15, 1998, the
Second Amendment to Lease dated May 17, 2001, the Third Amendment to Lease dated
April 11, 2002, and as further amended by the Consent of Master Sublessor and
PeopleSoft to Sublease and Amendment of Master Lease and Sublease dated April
16, 2003  (the "2003 Consent").  The Lease Agreement, as so amended, is herein
called the "Master Lease."

B.  Pursuant to the Master Lease, among other things, Master
Lessor leases to Sublessor approximately 180,931 rental square feet of space in
the office building commonly known 4440 Rosewood Drive, Pleasanton,
California.

C. Sublessor and Sublessee have entered into that certain Sublease
Agreement dated August 13, 1999 as amended by that certain First Amendment to
Sublease dated December 15, 1999, the Second Amendment to Sublease dated
December 21, 1990, the Third Amendment to Sublease dated March 7, 2000, the
Fourth Amendment to Sublease dated May 2, 2000, the Fifth Amendment to Sublease
dated December 18, 2000, the Sixth Amendment dated October 1, 2001, the Seventh
Amendment to Sublease dated April 11, 2002, and as further amended by the 2003
Consent.  The Sublease Agreement, as so amended, is herein called the
"Sublease."

D.Pursuant to the Sublease, Sublessee currently subleases
approximately 152,557 rentable square feet in Building 4 from Sublessor (the
"Sublease Premises").

E.Pursuant to a Sub-Sublease dated April 16, 2003 between
Sublessee and Master Lessor (the "Sub-Sublease") commencing January 1, 2004,
Sublessee has subleased to Master Lessor all of the Sublease Premises.

F. Pursuant to the Sub-Sublease and the 2003 Consent, Master
Lessor has effective January 1, 2004, granted a credit against the amount
payable by Sublessee under the Sublease and payable by Sublessor under the
Master Lease of $269,395.20 per month.

G.Pursuant to the terms of the Sub-Sublease, Sublessee is required
to vacate the Sublease Premises and deliver possession thereof to Master Lessor
on or before December 31, 2003.

H.Sublessee was formerly known as Commerce One, Inc.  Sublessee
became Commerce One Operations, Inc. in 2001 by virtue of a corporate
reorganization.  As a result of that reorganization, Sublessee become the wholly
owned subsidiary of Commerce One, Inc., as defined herein, a new non-operational
holding company.  Commerce One, Inc. will benefit from the transactions
contemplated by this Amendment.

I.The parties wish to enter into this Amendment to provide,
subject to satisfaction or waiver of certain contingencies, for the early
termination of the Sublease as provided herein.


AGREEMENT


NOW, THEREFORE, Sublessor and Sublessee hereby agree as follows:

1.Incorporation of Recitals and Defined Terms.  

1.1Recitals.  The Recitals are incorporated by reference
herein.

1.2Definitions.  Except as otherwise defined in this Amendment,
capitalized words (other than those solely denoting the beginning of a sentence)
and capitalized phrases shall have the meanings ascribed to them in the
Sublease. 

2.Termination of Sublease.


2.1Sublease Termination Date.  Subject to the satisfaction or
waiver of the Termination Conditions (as defined in Section 5 below), the
Sublease shall terminate effective at midnight on the ninety first day following
the date of Sublessee's delivery to Sublessor of both the cash
consideration provided for in Section 3.2 below and the shares of Commerce One,
Inc. provided for in Section 3.4 below (the "Sublease Termination Date"), with
the same force and effect as would apply if the Sublease Termination Date
originally had been selected for the natural expiration of the term of the
Sublease.
2.2Delivery of Possession.  On or before December 31, 2003,
Sublessee shall deliver possession of the Sublease Premises to Master Lessor in
the condition required by the Sub-Sublease.

2.3Assignment of Rights Under Sub-Sublease.  Effective on the
Sublease Termination Date, Sublessee shall assign to Sublessor all of its rights
under the Sub-Sublease.  Such assignment shall not obligate Sublessor to perform
any obligations of Sublessee under the Sub-Sublease to the extent such
obligations accrued on or prior to, and remain unperformed as of, the Sublease
Termination Date. 

2.4Continuation of Liability; Indemnities.  Notwithstanding the
early termination of the Sublease,  Sublessee shall remain liable to Sublessor
for the full observance, performance and discharge of the obligations accruing
on the part of the Sublessee under the Sublease from the commencement thereof
through and including the Sublease Termination Date. Sublessee hereby agrees to
indemnify, defend and hold harmless Sublessor from and against any and all
claims, losses, damages and costs (including reasonable attorneys' fees) arising
in connection with the Sub-Sublease prior to the Sublease Termination Date
except those attributable to Sublessor's breach of the Sublease.  Sublessor
hereby agrees to indemnify, defend and hold harmless Sublessee from and against
any and all claims, losses, damages and costs (including reasonable attorneys
fees) arising in connection with the Sub-Sublease from and after the Sublease
Termination Date, except those attributable to Sublessee's breach of the
Sublease or the Sub-Sublease on or before the Sublease Termination Date.

3.Termination Consideration.  

3.1Multiple Forms of Consideration.  In consideration for
Sublessor's entry into this Amendment, Sublessee shall deliver to Sublessor the
following consideration (collectively, the "Termination Consideration") on or
before the dates specified below:

3.2Cash Consideration. Within ten (10) business days following the
Effective Date, Sublessee shall deliver a total of $1,500,000 ("Cash") by wire
transfer of immediately available United States funds to Sublessor's bank
account, as provided via separate wire transfer instructions. The Cash shall be
held by Sublessor as collateral for Sublessee's obligations under the Sublease
on the terms and conditions set forth in Section 3.6 below. On the Sublease
Termination Date, the Cash shall be applied by Sublessor toward the monetary
obligations of Sublessee under the Sublease as provided in Section 3.5
below.

3.3Note Consideration. Within ten (10) business days following the
Effective Date, Sublessee shall deliver to Sublessor an unsecured promissory
note ("Note") in a principal amount equal to the negative difference between
$4,100,000 and the market value of the shares of common stock of Commerce One,
Inc. to be issued to Sublessor pursuant to Section 3.4 below, as measured by the
NASDAQ closing price for said shares on the trading day immediately prior to
their issuance, payable in a single installment on February 22, 2005, without
interest, in the form attached hereto as Exhibit A.  

3.4Commerce One, Inc. Shares.  Within ten (10) business days
following the Effective Date, Commerce One, Inc. will issue to Sublessor a
number of shares of Commerce One, Inc.'s restricted common stock equal to the
lesser of the following: (a) an aggregate value of $3,600,000 based upon the
NASDAQ closing stock price for Commerce One, Inc. common stock on the date
immediately prior to their issuance; or (b) 4.9% of Commerce One, Inc.'s total
outstanding shares of common stock (such 4.9% calculation shall include the
number of Commerce One, Inc.'s shares of common stock currently owned by and/or
attributed to Sublessor, which number shall be provided to Sublessee by
Sublessor within three (3) business days after the Effective Date) (the "Equity
Interests").  The Equity Interests shall be restricted securities for purposes
of applicable securities laws and their resale shall be subject to the
requirements of Rule 144 of the Securities Act of 1933.  The parties will
cooperate to determine the exact number of shares to be issued to Sublessor
under this Section 3.4 at the earliest possible opportunity.  Sublessor shall be
liable for all federal and state taxes applicable to the issuance to it of the
Equity Interests and shall accurately report the value of the Equity Interests
as required by any applicable law.  Sublessor shall indemnify Sublessee for any
breach of its obligations in the preceding sentence.  Commerce One, Inc. will
file with the Securities and Exchange Commission ("SEC") in a timely manner all
reports and other documents and information required of Sublessee under the
Securities Exchange Act of 1934 and take such other actions as may be necessary
to assure the availability of Rule 144 for use in connection with the resale of
the Equity Interests. Sublessor shall have a security interest in the Equity
Interests as collateral for Sublessee's obligations under the Sublease on the
terms and conditions set forth in Section 3.6 below. On the Sublease Termination
Date, the Equity Interests shall be disposed of by Sublessor as provided in
Section 3.5 below.

3.5Application of Termination Consideration.  If the Termination
Conditions (as defined in Section 5.1 below) are satisfied or waived, Sublessor
shall be entitled to retain the Cash, the Equity Interests and the Note as
consideration for the early termination of the Sublease as provided in this
Amendment; and from October 1, 2003 through the Sublease Termination Date,
Sublessor shall be deemed to have satisfied all of its obligations to pay to
Sublessor Base Rent and Additional Rent for Building Operating Expenses and
Project Operating Expenses under the Sublease.  Pending the Sublease Termination
Date or earlier termination of this Agreement, Sublessee shall have no
obligation to make any payment for Rent and/or Additional Rent for Building
Operating Expenses and/or Project Operating Expenses owed by Sublessee to
Sublessor under the Sublease.  In the event of an early termination, Section 5.6
of this Agreement shall govern the disposition of the Termination
Consideration.

3.6Grant of Security Interest.
(a)Sublessee and Commerce One Inc. hereby grant to Sublessor a security
interest in the Collateral (as defined below) to secure performance and payment
of all of the obligations of Sublessee under the Sublease.

(b)The "Collateral" shall mean all of Sublessee's and Commerce One Inc.'s
interest in the Cash and in the Equity Interests.

(c)Sublessor shall have all rights of a secured creditor under Article 9
as regards its security interest granted in the Collateral.  In connection
therewith in order to perfect its interest, Sublessor may file a UCC-1 Financing
Statement as to all or any portion of the Collateral and/or may retain
possession of all or any portion of the Collateral, subject to the terms set
forth in Section 5.6 of this Agreement.

(d)Sublessee and Commerce One, Inc. shall take such action as is
reasonably requested by Sublessor to perfect and/or enforce its rights as
provided in this Section 3.6.

(e)To the extent that Commerce One Inc. is deemed to be a guarantor to
the extent of the Collateral under California Civil Code  2787 by providing a
lien on the Collateral under this Section 3.6, Commerce One Inc. hereby waives
any and all defenses it might have under Civil Code    2787 et seq.  This waiver
is unconditional and irrevocable and also constitutes a waiver under Civil Code
 2856 as permitted thereunder.



4.Representations and Warranties.  

4.1By Sublessee.  Sublessee represents and warrants to
Sublessor that (i) Sublessee has not heretofore assigned or otherwise
transferred any portion of its interest in the Sublease, or, except pursuant to
the Sub-Sublease, sublet or granted occupancy rights to any portion of the
Premises; (ii) except for the rights of Master Lessor as sub-sublessee
under the Sub-Sublease, no other person, firm or entity claiming by, through or
under Sublessee has any right, title or interest in or to the Sublease or,
except for the rights of Master Lessor as sub-sublessee under the Sub-Sublease,
the Premises; (iii)  subject to obtaining Master Lessor's consent to this
Amendment, Sublessee has the full right, legal power and actual authority to
enter into this Amendment and to terminate the Sublease; (iv) as of the date
hereof there are no, and as of both the Effective Date and the Sublease
Termination Date there shall not be any, mechanic's liens or other liens
encumbering all or any portion of the Sublease Premises by virtue of any act or
omission on the part of Sublessee; (v) as of the date hereof there is not, and
as of both the Effective Date and the Sublease Termination Date there shall not
be, any breach or default on the part of Sublessee under the Sublease or any
breach or default by either Sublessee or Master Lessor under the Sub-Sublease,
and no event or condition which, with the giving of notice or passage of time or
both, shall constitute a breach or default under the Sublease or the Sub-
Sublease; (vi) subject to obtaining Master Lessor's consent to this Amendment,
neither Sublessee's entry into nor its performance under this Amendment violates
or otherwise contravenes any agreement to which Sublessee or Commerce One, Inc.
is a party or any judgment, decree or order by which Sublessee or Commerce One,
Inc. is bound; (vii) Commerce One, Inc. has timely and properly filed all forms,
reports, prospectuses and documents required to be filed with the SEC since
September 2001 (the "Commerce One, Inc. SEC Reports"), and has made true and
correct copies thereof available to Sublessor except to the extent such reports
are available online through the EDGAR filing system or to the extent that such
reports or documents contained information for which confidentiality treatment
was requested from the SEC; the Commerce One, Inc. SEC Reports (A) at the time
they were filed, complied as to form in all material respects with the
requirements federal securities laws, and (B) at the time they were filed (or if
amended or superseded by a filing prior to the date of this Amendment, then on
the date of such filing did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading; (viii) each of the consolidated financial
statements of Commerce One, Inc., including in each case any related notes
thereto (collectively, the "Commerce One, Inc. Financial Statements") contained
in the Commerce One, Inc. SEC Reports has been prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the period involved (except as may be indicated in notes thereto) and
each of the Commerce One, Inc. Financial Statements fairly presents in all
material respects the consolidated financial position of Commerce One, Inc. and
its subsidiaries (including, without limitation, Sublessee) as of the respective
filing dates, except that the unaudited interim financial statements were or are
subject to normal and recurring year-end adjustments which were not or are not
expected to be, individually or in the aggregate, materially adverse to Commerce
One, Inc. and its subsidiaries taken as a whole; (ix) Commerce One, Inc. is
current in all of its reporting requirements under federal securities laws; (x)
the Equity Interests when issued shall be duly and validly issued, fully paid
and nonassessable; and (xi) at the time of issuance of the Equity Interests,
Sublessee and Commerce One, Inc. shall have complied with all reporting and
filing requirements arising in connection with such issuance.   

4.2By Sublessor. Sublessor represents and warrants to Sublessee
that (i) Sublessor has not heretofore assigned or otherwise transferred all or
any portion of its interest in the Sublease or the Premises; (ii) no other
person, firm or entity claiming by, through or under Sublessor (other than
Master Lessor) has any right, title or interest in or to the Sublease or the
Premises; (iii) subject to obtaining Master Lessor's consent to this Amendment,
Sublessor has the full right, legal power and actual authority to enter into
this Amendment and to terminate the Sublease; (iv) subject to obtaining Master
Lessor's consent to this Amendment, neither Sublessor's entry into nor its
performance under this Amendment violates or otherwise contravenes any agreement
to which is a party or any judgment, decree or order by which Sublessor is
bound; (v) Sublessor is an "accredited investor" within the meaning of Rule 501
of the Securities Act of 1933, as amended; (vi) the Equity Interests are being
acquired by Sublessor for investment purposes only for the Sublessor's own
account and not with a view to resale or distribution of the Equity Interests;
(vii) Sublessor has had an opportunity to receive all information regarding
Commerce One, Inc., Inc. necessary or appropriate to evaluate the suitability of
an investment in the Equity Interests; (viii) Sublessor understands
that the Equity Interests are "restricted securities" within the meaning
of federal securities laws and as such may be resold without
registration under federal securities laws only in certain limited
circumstances; (ix) Sublessor has read and understands Rule 144 under the
Securities Act of 1933, as amended; (x) no third party approval of
Sublessor's execution of this Amendment is required other than the consent of
the Master Lessor, and Sublessor is not aware of any facts that would cause the
Master Lessor to withhold its consent to the Amendment; and (xi) Sublessor
acknowledges that the Equity Interests when issued may bear the following
restrictive legend in addition to any legends required by state Blue Sky
laws:
 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO COMMERCE ONE, INC., INC. THAT SUCH REGISTRATION IS
NOT REQUIRED."






4.3By Commerce One, Inc..  Commerce One, Inc. represents and
warrants to Sublessor that (a) Sublessee is the wholly owned subsidiary of
Commerce One, Inc.; (b) as of the date of execution of this Agreement there are
31, 863, 693 shares of common stock of Commerce One, Inc. issued and
outstanding; (c) it has timely and properly filed all of the Commerce One, Inc.
SEC Reports; (d) the Commerce One, Inc. SEC Reports (A) at the time they were
filed, complied as to form in all material respects with the requirements
federal securities laws, and (B) at the time they were filed (or if amended or
superseded by a filing prior to the date of this Amendment, then on the date of
such filing did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading; (e) each of the Commerce One, Inc. Financial Statements
contained in the Commerce One, Inc. SEC Reports has been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout the period involved (except as may be indicated in notes thereto) and
each of the Commerce One, Inc. Financial Statements fairly presents in all
material respects the consolidated financial position of Commerce One, Inc. and
its subsidiaries (including, without limitation, Sublessee) as of the respective
filing dates, except that the unaudited interim financial statements were or are
subject to normal and recurring year-end adjustments which were not or are not
expected to be, individually or in the aggregate, materially adverse to Commerce
One, Inc. and its subsidiaries taken as a whole; (f) it is current in all of its
reporting requirements under federal securities laws; (g) the Equity Interests
when issued shall be duly and validly issued, fully paid and nonassessable; and
(h) at the time of issuance of the Equity Interests, Sublessee and Commerce One,
Inc. shall have complied with all reporting and filing requirements arising in
connection with such issuance.  Commerce One, Inc. hereby expressly
acknowledges and agrees that the benefits to be received by Sublessee in the
transaction contemplated by this Amendment constitute Commerce One, Inc's
receipt of reasonable equivalent value in exchange for the Cash, the Note and
the Equity Interests. 

4.4Survival.  Notwithstanding the termination of the Sublease and
the release of liability provided for herein, the representations and warranties
set forth in this Section shall survive the Sublease Termination Date for a
period of two years from the date hereof.  Each of Sublessee and Commerce One,
Inc. shall be liable to Sublessor for and shall hold Sublessor harmless from and
against any loss or liability resulting from, any material inaccuracy in or
breach of the representations and warranties of Sublessee and Commerce One, Inc.
in this Amendment.  Sublessor shall be liable to Sublessee and Commerce One,
Inc. for and shall hold Sublessee and Commerce One, Inc. harmless from and
against any loss or liability resulting from, any material inaccuracy in or
breach of the representations and warranties of Sublessor in this Amendment.

5.Termination Conditions.  


5.1Conditions Applicable.  The conditions set forth in this
Section 5 (individually, a "Termination Condition" and collectively, the
"Termination Conditions") must be satisfied or waived on or before the Sublease
Termination Date (or such later date as may be indicated below). 
5.2Conditions Benefitting Sublessor.  The following Termination
Conditions must be satisfied or waived by Sublessor by the applicable date
indicated below:
(a)On or before the thirtieth day following the Effective Date of this
Amendment, the Master Lessor must have executed and delivered to Sublessor an
instrument, in form and substance reasonably satisfactory to Sublessor: (i)
consenting to the termination of the Sublease as provided in this Amendment;
(ii) agreeing that the rights of Sublessee under the Sub-Sublease may be
assigned by Sublessee to Sublessor and that, after the Sublease Termination
Date, Master Lessor will recognize and honor the Sub-Sublease as a direct
sublease between Sublessor and Master Lessor and attorn to Sublessor under the
Sub-Sublease; (iii) confirming that Master Lessor has accepted possession of the
Sublease Premises in accordance with the Sub-Sublease; and (iv) confirming that
Sublessee has fully performed the obligations on its part accruing under the
Sub-Sublease through the date of such instrument;

(b)On or before the Sublease Termination Date, Sublessee shall have
executed and delivered to Sublessor an assignment of the Sub-Sublease in form
and substance reasonably satisfactory to Sublessor;

(c)Within ninety-one (91) days after Sublessor's receipt of the
Termination Consideration provided for in Sections 3.2 and 3.4 above, (i) there
shall have been no filing by or against Sublessee under any insolvency or
bankruptcy laws (including, without limitation, the United States Bankruptcy
Code), (ii) neither Sublessee nor any affiliate of Sublessee shall have made an
assignment for the benefit of creditors or otherwise undertaken any arrangement
with creditors or admitted its insolvency; and (iii) neither Sublessee nor any
affiliate of Sublessee shall be in default under any material obligation for the
repayment of borrowed money from a bank or other financial institution and such
default shall continue beyond any applicable notice and cure period.

(d)As of both the Effective Date and the Sublease Termination Date, a
material breach of a representation and/or warranty of Sublessee under
Section 4.1 above shall not have caused a material reduction in the
publicly traded stock price of Commerce One, Inc.'s common stock; and

(e)Sublessee and Commerce One, Inc. must have delivered the Termination
Consideration provided for in Section 3.2 and Section 3.4 above and must have
executed and delivered the Note required by Section 3.3 above.



5.3Conditions Benefiting Sublessee.  The following Termination
Conditions must be satisfied or waived by the applicable date indicated
below:
(a)On or before the thirtieth day following full execution of this
Agreement, the Master Lessor must have executed and delivered to Sublessee an
instrument, in form and substance reasonably satisfactory to Sublessee,
consenting to the termination of the Sublease as provided in this Amendment and
covenanting that no third party approval of this Amendment and the transactions
contemplated by it are required or that all such approvals have been obtained;
and 

(b)On the Effective Date and on the Sublease Termination Date, the
representations and warranties of Sublessor under Section 4.2 above must
be true and correct in all material respects.



5.4Waiver.  Each of Sublessor and Sublessee may, upon written
notice to the other, waive any Termination Condition that benefits such
party.

5.5Satisfaction or Termination.  Each of Sublessor and Sublessee
shall act diligently to satisfy the Termination Conditions to the extent within
such party's reasonable control.  However, if the Termination Conditions are not
satisfied, or waived by the benefited party, by the scheduled Sublease
Termination Date (or by such earlier date as the applicable Termination
Condition is to be satisfied or waived), either party benefited by one or more
unsatisfied and unwaived  Termination Condition(s) may terminate this Amendment
upon notice to the other.  If this Amendment is so terminated, the Sublease
shall remain in full force and effect and unmodified (except as provided in
Section 5.6 below), and the parties shall be released of all further obligations
under this Amendment.  

5.6Disposition of Termination Consideration. If this Agreement is
terminated by either party due to the non-satisfaction of any Termination
Condition other than those stated in Section 5.2(b) through 5.2(e), Sublessor
shall promptly return to Sublessee all of the Termination Consideration other
than that portion of the Cash payable under Section 3.2 above owed by Sublessee
to Sublessor as Rent and Additional Rent for Building Operating Expenses and
Project Operating Expenses under the Sublease from October 1, 2003 through the
last day of the calendar month in which the termination of this Amendment
occurs.  If this Agreement is terminated by Sublessor due to the non-
satisfaction of any Termination Condition established in Section 5.2(b) through
(e), Sublessor shall apply that portion of the Cash paid pursuant to Section 3.2
above to Rent and Additional Rent for Building Operating Expenses and Project
Operating Expenses owed by Sublessee to Sublessor under the Sublease from and
after October 1, 2003 through the last day of the calendar month in which the
termination of this Amendment occurs, and Sublessor shall be entitled to retain
the remainder of the Termination Consideration to secure the performance by
Sublessee of its obligations under the Sublease and to compensate Sublessor for
all losses, costs, damages and expense, of every kind and nature, as Sublessor
may sustain or incur by reason of Sublessee's default under or breach of the
Sublease. As a material inducement to Sublessor's entry into this Amendment,
Sublessee hereby waives and relinquishes the benefit of California Civil Code
Section 1950.7, and of any successor or similar statute, ordinance, code or
regulation, and of judicial or administrative decision which would otherwise
limit Sublessor's use or application of the Cash or Equity Interests in
accordance with this Section 5.6.  Sublessor's right to enforce its security
interest in any and all Termination Consideration retained by Sublessor pursuant
to this Section 5.6 shall be subject to the limitations established in Section
1951.2 of the California Civil Code and Section 502(b)(6) of the United States
Bankruptcy Code, insofar as the same may be applicable.

6.Effective Date.  This Amendment shall be effective upon its
execution and delivery by Sublessor, Sublessee and Commerce One, Inc., and the
effective date of this Amendment ("Effective Date") shall be the date on which
all parties hereto have duly executed this Amendment, as evidenced by the dates
appearing next to the signatures below.  

7.Sublessee's Release of Claims.


7.1Release.  As a material inducement to Sublessor's entry into
this Amendment, and excluding any of the indemnification obligations contained
in this Agreement, each of Sublessee and Commerce One, Inc. hereby releases
Sublessor of and from any and all claims, demands, actions and causes of action,
of every kind and nature, arising under the Sublease from the commencement
thereof through and including the Effective Date of this Amendment.
7.2Waiver of Section 1542.  In connection with the release of
claims under Section 7.1 above, Sublessee and Commerce One, Inc. hereby waive
the benefit of California Civil Code Section 1542, which provides: 
"A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor."







Sublessee and Commerce One, Inc. acknowledge that they have been represented
by legal counsel in connection with the negotiation of this Amendment, and that
such counsel has explained the meaning and effect of the foregoing waiver of
California Code Section 1542.  Sublessee knowingly waives the benefit of such
statute with intent that the release in Section 7.1 above extend to both known
and unknown claims. 

8.General Provisions.
(a)This Amendment shall be binding on and shall inure to the benefit of
each of the parties hereto, their respective successors, assigns or legal
representatives of any kind, nature or character.

(b)In case any one or more of the provisions of this Amendment shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Amendment, and this Amendment shall be construed as if such invalid,
illegal or unenforceable provision had not been contained herein.

(c)This Amendment (including Exhibit A, which is incorporated herein by
this reference) constitutes the entire agreement between Sublessor and Sublessee
with respect to the subject matter hereof and supersedes all prior offers,
negotiations, oral and written.  This Amendment may not be amended or modified
in any respect whatsoever except by an instrument in writing signed by Sublessor
and Sublessee.  

(d)This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, including signatures received by facsimile,
but all of such counterparts together shall constitute but one and the same
instrument.

(e)This Amendment and the rights and obligations of the parties hereunder
shall be construed and interpreted in accordance with the laws of the State of
California (including, without limitation, conflict of laws), both in
interpretation and performance. 



IN WITNESS WHEREOF, the parties have executed this Amendment.

Sublessor:

PeopleSoft, Inc.,

a Delaware Corporation

Dated: ___________

By:  _________________________________

Vice President


Sublessee:

Commerce One Operations, Inc.,

a Delaware Corporation

Dated: November 10, 2003

By:  __/s/ Charles D. Boynton______________

Senior Vice President and Chief Financial Officer


Commerce One, Inc.:

Commerce One Inc., a Delaware corporation

Dated: November 10, 2003

By:  __/s/ Charles D. Boynton______________

Senior Vice President and Chief Financial Officer


 

EXHIBIT A

PROMISSORY NOTE



 

COMMERCE ONE OPERATIONS,  INC.

PROMISSORY NOTE

$________________

San Francisco, California

[_________2003]


 



FOR VALUE RECEIVED the undersigned, Commerce One Operations, Inc., a
Delaware corporation, and Commerce One, Inc., a Delaware corporation (jointly
and severally, the "Payor"), hereby promises to pay to the order of PeopleSoft,
Inc., a Delaware corporation, (the "Lender") the sum of
____________________________ Dollars ($_________) ("Principal") without interest
except as herein provided.  The Principal shall be due in a single payment on
February 22, 2005 or on such earlier date as the Principal may become due and
payable by the terms of this Note (the "Maturity Date").


The Principal shall be paid in the lawful currency of the United States of
America at such address as Lender may designate or, in the absence of such
designation, at the address provided below for notice to Lender. This Promissory
Note ("Note") may be prepaid, without penalty, in whole or in part, at any time.
All payments made hereunder shall be first applied to reduce the Principal on
this Note.


Each of the following events, acts, occurrences or conditions shall
constitute an event of default ("Event of Default") under this Note:

(a)Payor shall fail to pay any amounts owed pursuant to this Note on
or before the Maturity Date.


(b)Payor shall fail to perform or observe any other material
agreement, covenant or obligation arising under this Note.


(c) Payor shall fail be in default under any material obligation for
repayment of borrowed money from a bank or other financial institution and such
default shall continue beyond any applicable notice and cure period.


(d)(i) Payor shall commence a voluntary case concerning itself under
the Bankruptcy Code; (ii) an involuntary case is commenced against Payor and the
petition is not controverted within fifteen (15) days or if timely controverted
is not dismissed within thirty (30) days, after commencement of the case; (iii)
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of Payor, or Payor commences
any other proceedings under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Payor, or there is
commenced against Payor any such proceeding which remains active for a period of
sixty (60) days; (iv) an order of relief or other order approving any such case
or proceeding is entered; (v) Payor is adjudicated insolvent or bankrupt; (vi)
Payor suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of thirty (30) days; (vii) Payor makes a general assignment for the
benefit of creditors; or (viii) Payor shall by any act or failure to act consent
to, approve of or acquiesce in any of the foregoing.


Upon the occurrence of any Event of Default, all accrued Principal due under
this Note shall become immediately due and payable, without necessity of prior
notice or demand.  If this Note is not paid in full on the Maturity Date, or on
such earlier date as all accrued Principal shall become due and payable,
interest thereafter shall accrued at the rate of ten percent (10%) simple
interest per annum.


Payor shall pay to Lender all reasonable costs and expenses, including,
without limitation, the fees and expenses of counsel and court costs, incurred
in connection with any Event of Default or the enforcement by the Lender of any
of its rights or remedies with respect thereto.


Any written notice hereunder shall be delivered to Payor or Lender at the
address for notice to such party under that certain Sublease Agreement dated
August 13, 1999, as amended by that certain First Amendment to Sublease dated
December 15, 1999, the Second Amendment to Sublease dated December 21, 1990, the
Third Amendment to Sublease dated March 7, 2000, the Fourth Amendment to
Sublease dated May 2, 2000, the Fifth Amendment to Sublease dated December 18,
2000, the Sixth Amendment dated October 1, 2001, the Seventh Amendment to
Sublease dated April 11, 2002 and the Eighth Amendment to Sublease dated October
1, 2003.


Payor waives presentment, demand for payment, notice of nonpayment and all
other defenses to the enforcement of this Note other than prior payment.


This Note shall be governed by and construed in accordance with the laws of
the State of California without regard to the conflicts of law provisions of the
State of California or any other state.  If any provision hereof is found to be
invalid or unenforceable by a court of competent jurisdiction, the invalidity
thereof shall not affect the enforceability of the remaining provisions of this
Note.


COMMERCE ONE OPERATIONS, INC.


 

By:


Name: 


Title:  


 

COMMERCE ONE, INC.


By:


Name: 


Title: