0000912057-01-528792 Sample Contracts

STRATEGIC ALLIANCE AGREEMENT AMENDMENT 3
Strategic Alliance Agreement • August 14th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design

The Strategic Alliance Agreement ("SAA") between and amongst SAP AG ("SAP AG"), SAP Markets ("Markets"), Inc. collectively "SAP") and Commerce One, Inc. dated September 18, 2000, as amended, is hereby amended by the addition of this attached Amendment No. 3 ("Amendment") as of June 29, 2001 (the "Effective Date"). All defined terms set forth in the SAA shall apply to this Amendment. The terms contained in this Amendment, together with the terms contained in the SAA, as amended, shall govern SAP's use of the software provided under this Schedule. If any conflict occurs between the provisions of the SAA and this Amendment No. 3, the specific definitions, terms and conditions of this Amendment shall govern. Unless specifically set forth as a modification to the original SAA in this Amendment, all other terms and conditions of the SAA shall remain in full force and effect and shall govern all aspects of this Amendment and the relationship between the Parties contemplated herein.

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STRATEGIC ALLIANCE AGREEMENT AMENDMENT NO. 2
Strategic Alliance Agreement • August 14th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design

The Strategic Alliance Agreement ("SAA") between and amongst SAP AG ("SAP AG"), SAPMarkets, Inc. ("SAPM"), and Commerce One, Inc. ("Commerce One") dated September 18, 2000, is hereby amended by the addition by the addition of this attached Amendment No. 2 ("Amendment"). All definitions, terms and conditions in the SAA shall apply in this Amendment, unless the specific terms of this Amendment conflict with the terms of the SAA. If any such conflicts occur, the specific definitions, terms and conditions of this Amendment shall govern this Amendment, and supersede Section 30.14 of the SAA.

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