FY2003 10K Exhibit 10.33





                                                                                    Exhibit 10.33



STRATEGIC ALLIANCE AGREEMENT AMENDMENT No. 5


The Strategic Alliance Agreement by and among SAP AG, SAP
Markets, Inc. (collectively "SAP") and Commerce One, Inc. (now named
Commerce One Operations, Inc.) ("Commerce One" and, collectively with
SAP, the "Parties") dated September 18, 2000, including all amendments
(collectively, the "SAA"), is further amended by the addition of this
Amendment No. 5 ("Amendment"), which is effective December 20, 2002
("Effective Date").  As of the Effective Date, this Amendment shall
become part of and subject to the terms and conditions of the Agreement, which,
except as expressly modified by this Amendment, remains unchanged and in full
force and effect.  In the event of a conflict between the terms of this
Amendment and the Agreement, the terms of this Amendment shall govern. All terms
not otherwise defined herein shall have the meanings ascribed to them in the
Agreement. 

In consideration for the terms in this Amendment, the
sufficiency of which both Parties acknowledge, the Parties agree as follows.



	MarketSet Maintenance and Support

Commerce One shall continue to provide support and
maintenance to SAP for MarketSet pursuant to the following terms:



	Commerce One will continue to provide support for
MarketSet 2.1-3.0 under the currently existing maintenance and support
arrangements through December 31, 2003.  Commerce One will discuss with SAP the
terms and conditions for extended support for such versions beyond the
respective dates provided herein when a Commerce One company-wide program has
been developed.


	The parties agree to initiate further discussions and
evaluations regarding the parties' performance related to the provision of
support and maintenance for Marketset no later than April 30, 2003 aiming at a
joint action plan to be derived by June 30, 2003 with a view to ensure the
meeting of both parties' support obligations to end customers through and beyond
the date of termination of the SAA under mutually acceptable
conditions.

	MarketConnect 

The parties agree that paragraphs 1 and 2 of section IV
("MarketConnect and Messaging System Requirements for XDKPro and Versioning
Library") of the Strategic Alliance Agreement Amendment No. 4 executed by
the parties and effective as of January 1, 2002 are hereby deleted in their
entirety and replaced with the following (paragraphs 3 and 4 of section IV shall
remain unchanged and in full force and effect):




	Commerce One License Grant to SAP




	Subject to the terms and conditions hereof, for the
period commencing as of the Effective Date and ending December 31, 2003 (herein,
the "License Period"), Commerce One will grant SAP: (i) a royalty-
free, nonexclusive, nonsublicensable (except as provided for herein),
nontransferable license to distribute (via website download or with SAP product
sales) the components of MarketConnect (also referred to as "MarketSet
Connector" by SAP, but referred to herein as "MarketConnect")
developed by Commerce One (XDKPro and Versioning Library, collectively "the
Commerce One Components") on an OEM basis as part of MarketConnect,
Messaging System or other SAP product offerings; and (ii) with respect to the
Sonic Software code or other third party software included in the Commerce One
Components ("Third Party Software"), a nonexclusive, nonsublicensable
(except as provided for herein), nontransferable license to distribute the Third
Party Software on an OEM basis as part of MarketConnect, Messaging System or
other SAP product offerings. Such license to the Third Party Software shall be
subject to the restrictions set forth in the relevant third party software
license agreements, which restrictions are set forth on Exhibit A, which are
incorporated by reference as though fully set forth herein.  SAP may sublicense
the Commerce One Components and Third Party Software to its distributors,
provided that all such distributors are bound in writing, for the benefit of
Commerce One and its licensors, to the restrictions set forth in this section IV
and on Exhibit A.


	SAP shall distribute the Commerce One Components pursuant
to a mutually agreed license agreement.  SAP further agrees that it will not
decompile, disassemble, decode, extract, reverse translate or reverse engineer
the Commerce One Components and that it will not permit end users to do so,
unless such acts are mandatorily permitted under applicable local law.  During
the License Period, Commerce One will use commercially reasonable efforts to
maintain the relevant pass-through OEM licensing rights from any third parties
that are in place between Commerce One and such third parties relating to Third
Party Software as of the date of execution of this Amendment.  


	SAP License Grant to Commerce One




	In consideration of the foregoing license rights set
forth in section II(1) above and in lieu of license fees for such grant, SAP
hereby grant to Commerce One for the term of the License Period a royalty-free,
nonexclusive, nonsublicensable (except as provided for herein), nontransferable
license to distribute (via website download or with Commerce One product sales)
the components of MarketConnect developed by SAP (including without limitation
Business Connector and xCBL mappings), including any third party software
included therein (including without limitation any software from Webmethods)
(collectively, "the SAP Components") on an OEM basis as part of
MarketConnect or other Commerce One product offerings.  Commerce One may
sublicense the SAP Components to its distributors, provided that all such
distributors are bound in writing, for the benefit of SAP and its licensors, to
the restrictions set forth in this section II(2).  Until April 1, 2003, Commerce
One may direct its customers to SAP's website to download MarketConnect.
Thereafter, such distribution shall be directly from Commerce One or its
exchange operators or distributors.


	Commerce One shall distribute the SAP Components pursuant
to a mutually agreed license agreement.  Commerce One further agrees that it
will not decompile, disassemble, decode, extract, reverse translate or reverse
engineer the SAP Components and that it will not permit end users to do so,
unless such acts are mandatorily permitted under applicable local law.  During
the License Period, SAP will use commercially reasonable efforts to maintain the
relevant pass-through OEM licensing rights from any third parties relating to
third party software contained in the SAP Components that are in place between
SAP and such third party as of the date of execution of this Amendment.



	Support and Maintenance for MarketConnect




	For clarification, SAP shall continue to pay Commerce
One for maintenance and support fees relating to license rights granted to SAP
prior to September 30, 2002 through September 30, 2003 pursuant to section IV of
Amendment 4 as stated in paragraph 3 thereof.


	With respect to license rights granted pursuant to
section II(1) and (2) of this Amendment, support and maintenance shall be
provided as follows:



	Support:  For the period of January 1, 2003 through March
31, 2003, SAP shall continue to provide first and second level support for
MarketConnect and the parties shall share the provision of third level support.
From April 1, 2003 through the remainder of the License Period, the parties will
endeavor to have their MarketSite or MarketSet exchange providers enabled to
provide relevant first and second level support and the parties shall each be
only required versus each other to provide third level support for their
respective components. All support obligations of both parties toward each other
shall terminate as of the end of the License Period, unless explicitly agreed
otherwise between the Parties. 


	Maintenance: Each party shall maintain its own components
of MarketConnect (including provision of relevant patch distribution, etc.) as
appropriate.


	Neither party shall receive any
support or maintenance fees from the other party for the foregoing support and
maintenance during the License Period.








	License Fees related to
MarketConnect.




	Neither party shall pay the other license fees for the
foregoing license grants during the License Period.  The parties shall agree
upon appropriate pricing for MarketConnect distribution via their exchange
operators by no later than April 1, 2003.


	
Resolution of Outstanding Items
The parties agree to resolve various outstanding payment
issues pertaining to certain customers in the manner reflected on: 1) the
settlement chart attached as Exhibit A; 2) the chart on Exhibit B
reflecting a summary of the matters detailed on Exhibit A; and 3)
Exhibit C detailing the parties' settlement pertaining to CorProcure.
Both parties agree to make any required payments pursuant to Exhibits A and B in
a timely and expeditious manner.  To the extent such resolution requires payment
by a subsidiary of SAP AG to Commerce One, SAP AG will ensure that such
subsidiary acts in accordance with the terms of this Agreement.  In exchange for
such payment and resolution, each party (on its own behalf and on behalf of its
respective subsidiaries and affiliates) hereby agrees to release and discharge
the other party, its respective directors, officers, employees, subsidiaries,
affiliates, assigns and successors-in-interest from any and all claims, demands,
or causes of action of any kind, known or unknown, solely relating to such
matters pertaining to such customers ("the Claims") and each party
hereby waives any and all such Claims.  Each party has been fully advised by its
attorney of the contents of section 1542 of the Civil Code of the State of
California, and each party expressly waives that section and the benefits
thereof.  Section 1542 reads as follows:  "A general release does not
extent 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." 




	Press Release relating to MarketSet 3.0
availability

Commerce One acknowledges and agrees that
SAP will issue a press release relating to the general availability of MarketSet
3.0 upon its release for customer shipment by SAP, subject to prior approval of
such press release by Commerce One, which shall not be unreasonably withheld or
delayed by Commerce One. SAP acknowledges and agrees that it is Commerce One's
wish that this press release shall not be made as a joint press release of both
SAP and Commerce One but rather as an SAP press release only, and SAP will act
accordingly in its preparation of the press release.


[Signature Block on Following Page.]



 

IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to enter into this Amendment effective on the Effective
Date.


COMMERCE ONE, INC.

By: /s/ Charles Boynton

                   Name: Charles Boynton

                   Title: CFO


	
SAP AG
	
 






	
By: /s/ Ezra Oswald
	
By: /s/ ppa. Dr. Bernd-Uwe Pagel

	
Name: Ezra Oswald
	
Name: Bernd-Uwe Pagel

	
Title: Member Exec. Board 
	
Title: SVP Marketplaces





















Exhibit A

	
Commerce One / SAP -EMEA Accounts Payables Dispute Settlement	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 
	
 	
 	
 	
 	
 	
 	
 	
Dispute	
Settlement	
Description
	
 	
 	
 	
 	
 	
 	
 	
CMRC AP	
SAP AP	
 	
 	
CMRC AP	
SAP AP	
 
	
Invoice	
receiver	
date	
amount	
 	
comment	
 	
USD	
USD	
 	
%	
USD	
USD	
Dispute/Settlement Position
	
eUtilia	
 	
 	
 	
USD / EUR	
 	
 	
 	
 	
 	
 	
 	
eUtilia - Netherlands
	
eUtilia Total	
 	
 	
 	
 	
 	
 	
223,957.93 	
 	
 	
50%	
111,978.97 	
0.00 	
Final Settlement:  CMRC Inc pays SAP AG $111,978.97
	
TPSA	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
TPSA - Polish Telecom
	
TPSA Total	
 	
 	
 	
 	
 	
 	
 	
198,720.66 	
 	
100%	
0.00 	
198,720.66 	
Final Settlement: SAP Polska pays CMRC Inc $198,720.66
	
Centrade*	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
Centrade - Czech Republic
	
Centrade Total*	
 	
 	
 	
 	
 	
 	
 	
25,274.68 	
 	
0%	
0.00 	
0.00 	
Final Settlement:  Waive invoiced amounts
	
SA Telkom*	
 	
 	
 	
USD / ZAR	
 	
 	
 	
 	
 	
 	
 	
 	
Telkom - South Africa
	
SA Telkom Total-1*	
 	
 	
 	
 	
 	
 	
 	
66,351.75 	
 	
50%	
 	
33,175.88 	
Final Settlement :  SAP Africa pays CMRC Inc $33,175.88
	
SA Telkom Total-2*	
 	
 	
 	
 	
 	
 	
129,621.71 	
 	
 	
100%	
129,621.71 	
 	
                                    CMRC Inc pays SAP Africa $129,621.71
	
Not-Invoiced (NI)	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 
	
NI - PlasticsGrid	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
PlasticsGrid - Sweden
	
NI - PlasticsGrid Total	
 	
 	
 	
 	
 	
 	
49,169.05 	
 	
 	
50%	
24,584.53 	
0.00 	
Final Settlement  CMRC Inc pays SAP Svenska  $24,584.53
	
NI - Centrade*	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
Centrade - Czech Republic
	
NI - Centrade Total	
 	
 	
 	
 	
 	
 	
44,000.00 	
44,024.00 	
 	
0%	
0.00 	
0.00 	
Final Settlement:  Waive not-invoiced amounts
	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
Settlement Summary
	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
266,185.21 	
 	
Total due from CMRC to SAP
	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
 	
231,896.54 	
Total due from SAP to CMRC


















Exhibit B

	
Commerce One / SAP - Accounts Payables Dispute Settlement 	
 	
 	
 	
 	
 
	
 	
Dispute	
Dispute	
Settlement	
Settlement	
 
	
 	
CMRC AP	
SAP AP	
CMRC AP	
SAP AP	
Payment description and actions
	
Invoice	
USD	
USD	
USD	
USD	
 
	
eUtilia Total	
223,957.93 	
 	
111,978.97 	
0.00 	
C1 pays US$ 111,978.97 to SAP AG
	
TPSA Total	
 	
198,720.66 	
0.00 	
198,720.66 	
SAP Polska pays US$ 198,720.66
	
Centrade I	
 	
25,274.68 	
 	
0.00 	
No payment due
	
Centrade II	
44,000.00 	
44,024.00 	
0.00 	
0.00 	
No payment due
	
SA Telkom Total*	
129,621.71 	
66,351.75 	
129,621.71 	
33,175.88 	
C1 pays SAP Africa US$ 129,621.71. SAP Africa pays C1 US$ 33,175.88. Both parties to collaborate and seek collection of Phase 0 remuneration from end customer
	
 PlasticsGrid Total	
49,169.05 	
 	
24,584.53 	
 	
C1 pays US$ 24,584.53 to SAP Svenska



















Exhibit C


CorProcure Settlement:



	To resolve any outstanding matters pertaining to CorProcure,  Commerce
One agrees to provide support to SAP as provided in the SAA for Corprocure
through June 30, 2003 (the "CorProcure Support Period") free of
charge.  Because CorProcure is on MarketSet 2.0, a version that is being
sunsetted by Commerce One in December 31, 2002 and would therefore normally be
subject to additional extended support fees, the parties agree that SAP will
specifically identify Corprocure as the customer when a support request is made
on their behalf. 
	To the extent requested by CorProcure, Commerce One agrees to offer to
CorProcure extended support for Marketset 2.0 beyond June 30, 2003 subject to
Commerce One's then current general extended support conditions for such version
(including payment therefore), to the extent that any such terms are generally
offered to Commerce One's customer base at the time of such request.