COMMERCE ONE INC
EXHIBIT 10-21
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>2
<FILENAME>a2029748zex-10_21.txt
<DESCRIPTION>EXHIBIT 10-21
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                                                                   CONFIDENTIAL
                                                                   EXHIBIT 10.21

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                          STRATEGIC ALLIANCE AGREEMENT

                                 BY AND BETWEEN

                               COMMERCE ONE, INC.

                                       AND

                                     SAP AG

                                       AND

                                SAPMARKETS, INC.
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<TABLE>
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TABLE OF CONTENTS:
<S>                                                                                          <C>


1     DEFINITIONS.............................................................................6

2     PURPOSE.................................................................................6

3     JOINT OFFERING DESCRIPTION..............................................................7

   3.1   DEFINITION...........................................................................7
   3.2   GENERAL..............................................................................7
   [*]
   3.6   PROFESSIONAL SERVICES...............................................................11
   3.7   THIRD PARTY SERVICES AND APPLICATIONS...............................................11

4     JOINT DEVELOPMENT......................................................................12

   4.1   JOINT DEVELOPMENT TEAM..............................................................12
   4.2   BUSINESS PARTNERS...................................................................12
   4.3   DEVELOPMENT APPROACH................................................................12
   4.4   OWNERSHIP RIGHTS; LICENSING RIGHTS..................................................12
   4.5   REVIEW..............................................................................13

5     BRANDING...............................................................................13

   5.1   OWNERSHIP OF PRE-EXISTING BRAND NAMES AND TRADEMARKS................................13
   5.2   BRAND NAMES AND TRADEMARKS OF THE JOINT OFFERING....................................13

6     SALES AND MARKETING....................................................................13

   6.1   GENERAL.............................................................................13
   6.2   COST OF SALES.......................................................................13
   6.3   TRAINING RESOURCES..................................................................14
   6.4   MARKETING...........................................................................14
   6.5   TECHNICAL QUESTIONS.................................................................14

[*]

8     ENTERPRISEBUYER SUITE..................................................................17

   8.1   GENERAL.............................................................................17
   8.2   DEVELOPMENT.........................................................................17
   8.3   ACCEPTANCE..........................................................................17
   8.4   ENTERPRISEBUYER SUITE...............................................................17
   [*]
   8.6   C1 AND SAP AFFILIATES AND DISTRIBUTORS..............................................18

9     MARKETBUYER SUITE OPPORTUNITIES OUTSIDE THE SCOPE OF THE JOINT OFFERING................19

10    MARKETSITE OPPORTUNITIES...............................................................19

11    ALLIANCE COMMITTEES....................................................................20

   11.1     EXECUTIVE COMMITTEE..............................................................20
   11.2     DEVELOPMENT COMMITTEE............................................................20
   11.3     MANAGEMENT PROCESS FOR DEVELOPMENT COMMITTEE.....................................20
   11.4     SALES AND MARKETING COMMITTEE....................................................21


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   11.5     MANAGEMENT PROCESS FOR SALES AND MARKETING.......................................22
   11.6     ESCALATION AND DISPUTE RESOLUTION FOR ALLIANCE COMMITTEES........................22
   11.7     EXECUTIVE REPRESENTATIVES AND EXECUTIVE MEETING..................................23

12    SUPPORT AND TRAINING...................................................................24

   12.1     SUPPORT..........................................................................24
   12.2     TRAINING.........................................................................24

[*]
[*]
   13.3     PAYMENTS.........................................................................27
   13.4     CURRENCY.........................................................................27
   13.5     WITHHOLDING TAXES................................................................28

14    CROSS LICENSE FOR DEVELOPMENT PURPOSE..................................................28

   14.1     INTERNAL USE.....................................................................28
   14.2     ON-GOING LICENSING...............................................................30
   14.3     DEVELOPMENT PARTNERS.............................................................30
   14.4     CROSS LICENSING AT TERMINATION...................................................31

15    LICENSING RIGHTS.......................................................................30

   15.1     LICENSE FROM C1 TO SAP...........................................................30
   15.2     LICENSE FROM SAP TO C1...........................................................31
   15.3     NO RESTRICTIONS..................................................................32
   15.4     GENERAL TERMS....................................................................32
   15.5     ENFORCEMENT OF DISTRIBUTORS AGREEMENTS...........................................33
   15.6     REVERSE ENGINEERING AND MODIFICATION PROHIBITION.................................33

16    EXISTING PARTNERS......................................................................34

17    INTERFACES LICENSING...................................................................34

   17.1     C1 LICENSE OF INTERFACES TO SAP..................................................34
   17.2     SAP LICENSE OF INTERFACES TO C1..................................................35

18    INTELLECTUAL PROPERTY RIGHTS...........................................................35

   18.1     OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS IN AND TO THE JOINT OFFERING...........35
   18.2     PREEXISTING SOFTWARE.............................................................35
   18.3     NETMARKET MAKER SOLUTION.........................................................36
   18.4     OWNERSHIP OF DEVELOPED SOFTWARE..................................................36
   18.5     OWNERSHIP OF OTHER JOINTLY DEVELOPED SOFTWARE OTHER THAN AS PER SECTION 18.3.....37
   18.6     RESIDUAL KNOWLEDGE...............................................................38
   18.7     DEVELOPED SOFTWARE MATERIALS.....................................................38
   18.8     THIRD-PARTY SOFTWARE.............................................................38
   18.9     PROPRIETARY NOTICES..............................................................38

19    WARRANTIES.............................................................................39

   19.1     WARRANTIES.......................................................................39
   19.2     DISCLAIMER OF WARRANTIES.........................................................40

20    REPRESENTATIONS & COVENANTS............................................................40

   20.1     C1...............................................................................40
   20.2     SAP..............................................................................41

21    INDEMNIFICATION........................................................................41


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   21.1     INTELLECTUAL PROPERTY INDEMNITY FROM C1..........................................41
   21.2     INTELLECTUAL PROPERTY INDEMNITY FROM SAP.........................................42
   21.3     CUSTOMER INDEMNITY...............................................................42
   21.4     GENERAL INDEMNITY................................................................43
   [*]
 ...............................................................................................

22    LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES..........................................45

   22.1     LIMITATION OF LIABILITY..........................................................45
   22.2     EXCLUSION OF DAMAGES.............................................................45
   22.3     EXCEPTIONS.......................................................................45

23    CONFIDENTIALITY........................................................................46

   23.1     CONFIDENTIAL INFORMATION.........................................................46
   23.2     CONFIDENTIALITY OBLIGATIONS......................................................46

24    AUDIT RIGHTS...........................................................................47

25    TERM & TERMINATION.....................................................................47

   25.1     TERM.............................................................................47
[*]
   25.3     TERMINATION FOR MATERIAL BREACH..................................................48
   25.4     TERMINATION AS A RESULT OF BANKRUPTCY............................................48
   25.5     TERMINATION FOR UNRESOLVED DISPUTES..............................................48
   25.6     TERMINATION FOR A CHANGE OF CONTROL..............................................48
   25.7     SURVIVAL.........................................................................49
   25.8     LIMITATION ON RIGHT TO TERMINATE LICENSES........................................49

26    POST-TERMINATION RIGHTS................................................................50

   26.1     C1 POST TERMINATION LICENSE RIGHTS...............................................50
   26.2     SAP POST TERMINATION LICENSE RIGHTS..............................................50

27    SOURCE CODE ESCROW.....................................................................50

28    GLOBAL TRADING WEB (GTW)...............................................................51

29    STATUS.................................................................................51

   29.1     C1 STATUS........................................................................51
   29.2     SAP STATUS.......................................................................51

30    MISCELLANEOUS..........................................................................52

   30.1     OTHER REMEDIES CUMULATIVE........................................................52
   30.2     PUBLIC COMMUNICATIONS............................................................52
   30.3     SECTION 365(N) OF BANKRUPTCY CODE................................................52
   30.4     CONSTRUCTION.....................................................................52
   30.5     ASSIGNMENT.......................................................................53
   30.6     NO IMPLIED WAIVERS...............................................................53
   30.7     SEVERABILITY.....................................................................53
   30.8     FORCE MAJEURE....................................................................53
   30.9     HEADINGS.........................................................................53
   30.10    NOTICE...........................................................................54
   30.11    GOVERNING LAW....................................................................54
   30.12    EXCLUSIVE JURISDICTION...........................................................54
   30.13    ENTIRE AGREEMENT.................................................................54
   30.14    CONFLICTING TERMS................................................................54


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   30.15    AMENDMENT BY WRITTEN AGREEMENT ONLY..............................................54
   30.16    STANDARD TERMS OF A PARTY........................................................55
   30.17    EXPORT OF SOFTWARE...............................................................55
   30.18    EXPORT CONTROL...................................................................55
   30.19    GOVERNMENTAL APPROVALS...........................................................55
   30.20    COUNTERPARTS.....................................................................56
   30.21    NON-SOLICITATION.................................................................56
   30.22    FCPA.............................................................................56
   30.23    LANGUAGE.........................................................................56

EXHIBIT A:  DEFINITIONS......................................................................58

[*]

EXHIBIT F: SUPPORT AGREEMENT.................................................................74

[*]

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                          STRATEGIC ALLIANCE AGREEMENT

     This Strategic Alliance Agreement is entered into on this 18th day of
September, 2000 by and between Commerce One, Inc. ("C1"), a Delaware corporation
with principal offices at 4440 Rosewood Drive, Bldg. 1, Pleasanton, CA 94588,
SAP AG ("SAP AG"), a German corporation with principal offices at Neurottstrasse
16, Walldorf 69190, Germany, and SAPMarkets, Inc. ("SAPMarkets"), a Delaware
corporation with principal offices at 3377 Deer Creek Road, Palo Alto, CA 94304.
SAP AG and SAPMarkets shall be collectively referred to as "SAP."

                                    RECITALS

     Whereas, SAP and C1 intend to cooperate in the development of a joint and
premium marketplace solution related to exchange-based business-to-business
electronic marketplace portals; and

     Whereas, such joint and premium marketplace solution shall combine
technologies from C1 and technologies from SAP; and

     Whereas, C1 wishes to grant to SAP rights to use and distribute, within the
context of the joint and premium marketplace solution, certain technologies
owned or licensed by C1; and

     Whereas, SAP wishes to grant C1 the rights to use and distribute within the
context of the joint and premium marketplace solution, certain technologies
owned or licensed by SAP; and

     Whereas, C1 and SAP each agree to certain distribution commitments in
consideration for the rights and obligations set forth herein.

     In consideration of the mutual covenants contained herein, the Parties
agree to the following terms and conditions, which set forth the rights, duties,
and obligations of the Parties.

1    DEFINITIONS.

     All capitalized terms shall have the meaning set forth in Exhibit A
(Definitions.) Any obligations, rights and liabilities imposed on, or granted
to, "SAP" pursuant to this Agreement shall apply jointly to SAP AG and
SAPMarkets. Use of the term "SAP" (whether in a singular or plural form) shall
always be construed to create a joint obligation, a joint right or a joint
liability for both SAP AG and SAPMarkets. An obligation or right shall be
construed to be limited to either SAP AG or SAPMarkets only if the term "SAP AG"
or "SAPMarkets" is specifically used in lieu and place of SAP.

2    PURPOSE.

     SAP and C1 intend to establish a Joint Offering for Marketplace Portals
combining (i) the marketplace infrastructure, other technologies, and related
value-added business services to be provided by C1 as further described in
Section 3 of this Agreement and the Joint Development


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Agreement, (ii) the application components and related technology to be provided
by SAP AG or SAPMarkets as further described in Section 3 of this Agreement and
the Joint Development Agreement, (iii) other technology to be jointly developed
by the Parties, and (iv) technology and/or services to be provided by third
parties. Alternative Technology may be offered as part of the Joint Offering.
The Parties shall agree upon a set of joint marketing messages for the continued
publication and marketing of this arrangement, which shall include appropriate
positioning for each element of the Joint Offering provided by C1 or SAP, as
applicable.

     Within thirty (30) days from the Effective Date, the Parties agree to enter
into the Joint Development Agreement pursuant to which the Parties will further
develop the Joint Offering.

3    JOINT OFFERING DESCRIPTION.

     3.1  DEFINITION.

          For purposes of this Agreement, a Joint Offering shall mean the
     technical solution that is offered jointly by the Parties to their
     customers as described in this Section 3 and in Exhibit C-1, as such
     Exhibit C-1 may be modified from time to time pursuant to the procedure set
     forth in Section 3.2.

     3.2  GENERAL.

          The technical description of the Joint Offering is attached hereto as
     Exhibit C-1 and shall be the basis of the detailed Statements of Work to be
     incorporated into the Joint Development Agreement. Such technical
     description incorporates a detailed explanation of the material functions
     of each technical component. The Joint Offering, and its technical
     components may be modified by the Development Committee to respond to
     technical demand and market needs in order to maintain the competitiveness
     of the Joint Offering provided that all modifications adopted by the
     Development Committee are approved in writing by the Executive
     Representatives. Only the components described in Exhibit C-1, as modified
     from time to time by the Development Committee upon the written approval of
     both of the Executive Representatives, shall be considered part of the
     Joint Offering and subject to, without limitation, the provisions of
     Sections 5, 7 or 13. In addition to the Joint Offering, the Parties may
     cooperate to offer jointly to their customers additional components and/or
     services provided that such offer shall under no circumstances modify the
     definition of the Joint Offering (and therefore the rights and obligations
     of each Party under this Agreement) unless such components and/or services
     are made part of the Joint Offering in accordance with the procedure
     described above. [*]


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    [*]

3.6  PROFESSIONAL SERVICES.

          Within sixty (60) days from the Effective Date the Parties shall enter
     into a professional services agreement which shall set forth the terms and
     conditions of the Parties' collaboration in providing professional services
     for the implementation of the Joint Offering with their customers.

3.7  THIRD PARTY SERVICES AND APPLICATIONS.

          Except as specifically provided in this Agreement in Sections 3 and 7,
     the Parties agree that each Party shall be free to offer as part of, or
     integrate with, the Joint Offering any services or applications whether
     developed or provided by third parties. Each Party shall keep the other
     Parties informed of the third party services and applications it offers
     with the Joint Offering. A Party offering third party application or
     services as part of the Joint Offering shall agree to review, without any
     obligation to select, similar applications and services offered by any of
     the Parties upon the request of such Party.


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4    JOINT DEVELOPMENT.

     4.1 JOINT DEVELOPMENT TEAM.

          The Parties shall jointly develop technology to integrate the SAP
     Applications and C1 Technology as part of the Joint Offering. The Parties
     shall form one or more joint development teams for such efforts, and, in
     each case, one Party shall be specifically designated to lead the related
     development effort under the guidance and review of the Development
     Committee. The costs of such development efforts shall be borne by the
     Party incurring such costs, unless otherwise agreed.

     4.2 BUSINESS PARTNERS.

          The development may incorporate business partners that are mutually
     acceptable to the Parties. [*] In each case, the roles and responsibilities
     of each business partner shall be mutually agreed to by the Parties. Unless
     otherwise agreed in writing, each Party is responsible for any fees or
     obligations owed to its own business partners.

     4.3 DEVELOPMENT APPROACH.

          During the term of this Agreement, development shall proceed by way of
     a phased approach, consisting of several defined implementation phases [*].
     To the extent feasible, joint development activities shall occur at the
     Parties' offices in the San Francisco Bay area. However, the Parties
     acknowledge that some development activities for which SAP is primarily
     responsible may occur in Walldorf, Germany or in any office maintained by
     SAPMarkets. Each Party shall keep the other Party closely informed through
     regular reports to the Development Committee of any development activities
     relating to Marketplace Portals, including the location of such activity.
     The Development Committee shall create a document retention policy related
     to each Party's development efforts.

     4.4 OWNERSHIP RIGHTS; LICENSING RIGHTS.

     Any developments that result from the joint development arrangements shall
be subject to the intellectual property ownership and licensing provisions of
this Agreement.


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     4.5 REVIEW.

          Every six (6) months, the Executive Committee shall endeavor to
     revisit and review the SAP Applications and C1 Technology and all
     technology jointly developed by the Parties, included or to be included in
     the Joint Offering, for the purposes of evaluating the market position of
     the Joint Offering.

5   BRANDING.

    5.1      OWNERSHIP OF PRE-EXISTING BRAND NAMES AND TRADEMARKS.

          Each Party shall retain all rights, title and other interest to its
     brand names, service marks, trademarks and other proprietary markings
     except as expressly provided otherwise in this Agreement.

     5.2      BRAND NAMES AND TRADEMARKS OF THE JOINT OFFERING.

          The Joint Offering and the Electronic Procurement Applications shall
     be branded with a newly created product name which shall be adopted by the
     Executive Committee. Each Party shall be free to utilize the newly created
     product name in conjunction with its own trademarks to identify the Joint
     Offering and the Electronic Procurement Applications. This branding shall
     appear prominently in any Marketplace Portals using the Joint Offering and
     the Electronic Procurement Applications as licensed by any of the Parties
     provided that the customer permits display of branding on its Marketplace
     Portal. The new product name shall be jointly owned by the Parties. The
     Parties shall mutually agree on the necessary steps to protect the
     ownership in and to, and use of, the new product names as an identifier of
     the Joint Offering and the Electronic Procurement Applications. The
     principles set forth herein shall apply to any joint brand developed by the
     Parties during the term of this Agreement for any product or class of
     products.

6   SALES AND MARKETING.

    6.1  GENERAL.

          In accordance with Exhibit D (Sales and Marketing Summary), SAPMarkets
     and C1 will work together to market actively the Joint Offering, the
     Electronic Procurement Applications and other related services and
     applications. The Sales and Marketing Summary sets forth a description of
     the method by which each Party's sales force will cooperate, including
     product positioning and methods of sales engagement. Within sixty (60) days
     from the Effective Date, the Parties shall mutually agree on a more
     detailed Sales and Marketing Summary addressing in a comprehensive way each
     of the points identified in the Sales and Marketing Summary including
     action plans and time lines.

    6.2      COST OF SALES.


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          The Parties shall each bear their own costs for those sales and
     pre-sales personnel committed to the joint sales effort for licensing of
     the Joint Offering and the Electronic Procurement Applications. Each Party
     shall provide reasonable assistance to the other, as reasonably requested
     from time to time, in connection with the Joint Offering and the Electronic
     Procurement Applications.

    6.3      TRAINING RESOURCES.

          The Sales and Marketing Committee shall establish detailed training
     programs for the other Parties' sales forces and relevant consulting and
     support organizations on the licensing, implementation and customer support
     of the Joint Offering, the Electronic Procurement Applications and of the
     SAP Applications and C1 Technology. Such training programs shall include
     the provision of all necessary materials and documentation at no cost to
     the recipient Party.

     6.4      MARKETING.

          The Parties shall engage in certain marketing activity with respect to
     the Joint Offering and the Electronic Procurement Applications, including
     (i) bilateral presence at sales and marketing events (e.g. SAPPHIRE,
     TechEd, C1 E-link events, etc.), (ii) [*] (iii) joint marketing collateral,
     and (iv) joint advertising.

    6.5      TECHNICAL QUESTIONS.

          A Party engaged in a sales cycle with a customer already using the
     other Party's applications (either the SAP Applications or the C1
     Technology) shall invite such other Party to discuss with the customer the
     general aspects (technical and financial) of the use of the Joint Offering
     with the applications already licensed by such customer.

[*]


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8    ENTERPRISEBUYER SUITE.

     8.1 GENERAL.

         8.1.1 PHASE I.

               [*] The licensing of the bundled EnterpriseBuyer Desktop Edition
          and the EnterpriseBuyer Professional Edition shall be referred to as
          the EnterpriseBuyer Suite and is only licensed together during
          Phase I. [*] Royalties and certain exceptions to the aforementioned
          provisions are set forth in Exhibit B.

          8.1.2 PHASE II.

               During Phase II, each Party shall have the right and choice of
          licensing (in accordance with the terms and conditions of Section 15)
          either the EnterpriseBuyer Professional Edition (for Professional and
          Requisition Users) or the EnterpriseBuyer Desktop Edition (for
          Requisition Users) for deployment as an enterprise electronic
          procurement application to any customer outside the scope of the Joint
          Offering. Royalties shall be as per Exhibit B.

          8.2 DEVELOPMENT.

                  The EnterpriseBuyer Professional Edition and the
         EnterpriseBuyer Desktop Edition shall be jointly developed by the
         Parties in accordance with Exhibit C-2 and the Joint Development
         Agreement. C1 shall be primarily responsible for the development of the
         EnterpriseBuyer Desktop Edition and SAP shall be primarily responsible
         for the development of the EnterpriseBuyer Professional Edition.

          8.3 ACCEPTANCE.

                  The Joint Development Agreement shall provide for an
         acceptance procedure of the EnterpriseBuyer Professional Edition and
         the EnterpriseBuyer Desktop Edition by C1 and SAP, respectively.

          8.4 ENTERPRISEBUYER SUITE.

                  [*] Such customers shall be entitled to use the
         EnterpriseBuyer Professional


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     Edition of the EnterpriseBuyer Suite only upon the payment of the
     applicable additional user fees for professional user roles.

     [*]

     8.6 C1 AND SAP AFFILIATES AND DISTRIBUTORS.

          C1's Affiliates shall have the right to distribute the Desktop and
     Professional Editions of the Electronic Procurement Applications. Royalties
     shall be paid in accordance with Exhibit B.

          C1's distributors shall have the right to distribute the Desktop
     Editions of the Electronic Procurement Applications, but shall not have the
     right to distribute the Professional Editions of the Electronic Procurement
     Applications. Royalties shall be paid in accordance with Exhibit B. Such
     C1's distributors shall have the option to distribute the Desktop Edition
     of the EnterpriseBuyer Suite under the joint branding developed by the
     Parties or under C1 branding.

          SAP's Affiliates [*] shall have the right to distribute the
     Professional and Desktop Editions of the Electronic Procurement
     Applications. [*] Royalties shall be paid in accordance with Exhibit B.

          SAP's distributors [*] shall have the right to distribute the
     Professional Editions of the Electronic Procurement Applications but shall
     not have the right to distribute any Desktop Editions unless [*], in
     writing by the Parties. Royalties shall be paid in accordance with
     Exhibit B. Such [*] shall have the option, to distribute the
     Professional Edition of the EnterpriseBuyer Suite under the joint
     branding developed by the Parties or under SAP branding.

          The Parties agree to pay referral fees as set forth in Exhibit B to
     C1's distributors assisting in the sale of the Professional Editions of any
     of the Electronic Procurement Applications and to SAP's distributors [*]
     assisting in the sale of the Desktop Editions of any of the Electronic
     Procurement Applications. Unless otherwise


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     agreed in writing in advance by the Parties, each Party shall be
     responsible for the payment of any and all referral fees to its own
     distributors.

9    MARKETBUYER SUITE OPPORTUNITIES OUTSIDE THE SCOPE OF THE JOINT OFFERING.

          Based on market demand and on a case by case basis, the Parties may
     license the Desktop or Professional Editions of the MarketBuyer outside the
     scope of the Joint Offering. In such a case, the Parties shall agree on (i)
     appropriate royalties to be paid by one Party to the other, (ii) licensing
     structure, and (iii) other related terms and conditions.

10   MARKETSITE OPPORTUNITIES.

          On a case by case basis and upon its written approval, C1 shall use
     its best efforts to cooperate with SAP for licensing opportunities of the
     MarketSite Software to regional MRO B2B Exchanges [*]. The Parties agree to
     negotiate in good faith within the sixty (60) day period following the
     Effective Date a viable solution to the extent that SAP may require
     enhanced distribution rights. Royalties payable by SAP to C1 shall also be
     decided on a case by case basis. The parties agree that all the terms and
     conditions applicable to the licensing by SAP of the NetMarket Maker
     Solution shall apply to the licensing by SAP of the MarketSite Software as
     set forth in this Section. [*]

          C1 and SAP shall cooperate in pursuing licensing opportunities for MRO
     marketplaces in accordance with the following provisions. For purposes of
     this provision, "MRO Marketplaces" shall mean any Marketplace Portal for
     business to business exchanges which is limited to MRO purchasing and which
     does not license or access supply chain functionality provided as part of
     the Joint Offering. The parties shall jointly engage in all sales cycles
     for new MRO Marketplace opportunities, whether horizontal or vertical. The
     ongoing management of this process will occur through pipeline management,
     territory business planning and strategy development. [*] When a
     Marketplace Portal is actually limited to MRO activity without any supply
     chain capabilities, the parties shall: (i) keep a joint pipeline; (ii)
     jointly resolve conflicting territories/verticals; and [*]. Notwithstanding
     the foregoing, any customer who licenses the Joint Offering from either
     Party as an upsell/migration from a MarketSite platform shall be subject to
     the upsell provisions of Exhibit B [*]. Exceptions to the royalty
     provisions as set forth in Exhibit B shall be determined by the regional
     joint steering committee.


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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         Regional teams shall develop regional strategy and business plans
establishing regional rules of engagement and business models for the GTW for
review by the regional steering committee within thirty (30) days after
execution of this Agreement.

11       ALLIANCE COMMITTEES.

          11.1 EXECUTIVE COMMITTEE.

                  The Parties shall establish an Executive Committee composed of
         two (2) Executive Representatives, one appointed by SAP and one
         appointed by C1 within thirty (30) days from the Effective Date. The
         Executive Committee shall meet on a quarterly basis during the first
         year after the effective date and every six months thereafter. The
         Executive Committee shall jointly review the current status of the
         Joint Offering, the Enterprise Procurement Applications, and engage in
         dispute resolution in accordance with the provisions of this Agreement.

          11.2 DEVELOPMENT COMMITTEE.

               The Development Committee shall be made up of the Leading
          Development Executives of each Party for the C1 Technology and the SAP
          Applications. The Development Committee shall (i) define the scope and
          technology components of the Joint Offering, (ii) monitor the joint
          development activities of each Party, (iii) create a forum of
          discussion related to such joint development activities, (iv) define
          acceptance criteria, (v) identify and resolve intellectual property
          issues, including, without limitation, ownership, in accordance with
          the principles of this Agreement and the Joint Development Agreement,
          and (vi) resolve any dispute that may arise between the Parties
          pursuant to this Agreement or the Joint Development Agreement.
          Disputes with respect to the Development Effort which cannot be
          resolved in the Development Committee, shall be resolved as set forth
          in Section 11.6 of this Agreement.

          11.3 MANAGEMENT PROCESS FOR DEVELOPMENT COMMITTEE.

               11.3.1 LEAD DEVELOPMENT EXECUTIVES.

               The initial Lead Development Executives for each phase of the
          Development Effort shall be appointed (two by C1 and two by SAP)
          within thirty (30) days from the Effective Date. The Lead Development
          Executives must be replaced by a person of executive rank unless the
          Parties otherwise agree.

               11.3.2 POWERS OF LEAD DEVELOPMENT EXECUTIVES.

               The Lead Development Executives shall maintain and revise the
          corresponding Statement of Work for each phase in accordance with its
          terms and will have the right, after consultation, to designate the
          project leader for each major project and to establish teams and team
          leaders for various development projects. Each Party shall structure
          all employees and resources for each phase under such


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     Lead Development Executives for that phase, and the Lead Development
     Executives and project leaders shall direct such resources in accordance
     with and to achieve the objectives of the Statement of Work.

     11.3.3 STATEMENTS OF WORK.

          As soon as practicable after the Effective Date, the Lead Development
     Executives shall establish and attach to the Joint Development Agreement
     the initial Statements of Work for the initial Development Efforts, setting
     forth the objectives and principal deliverables, and providing for
     priorities in going forward. Changes to the principal deliverables or
     priorities sections of the initial Statements of Work shall require the
     consent of both Parties not to be unreasonably withheld or delayed, but all
     other changes to such Statements of Work may be made by the Lead
     Development Executives after consultation.

     11.3.4 NON-DISCLOSURE; LIMITATIONS ON WORK ON OTHER DEVELOPMENT.

          All individuals engaged in the Development Effort will be prohibited
     from using or disclosing any confidential information or trade secrets
     learned or developed in the course of such Development Effort other than in
     the course of their work on the Development Effort or their work for C1 or
     SAP, respectively. C1 and SAP each acknowledges that the Parties may have
     to establish procedures and/or enter into supplemental confidentiality
     agreements to address issues that may arise in connection with the
     Development Effort, such as by way of example, the use of confidential
     information of third parties which one Party may not have the right to
     disclose to the other Party. In addition, C1 and SAP each agrees that after
     it has assigned developers to the Development Effort, it shall use
     reasonable efforts to keep such individuals assigned to the Development
     Effort.

     11.4 SALES AND MARKETING COMMITTEE.

          The Sales and Marketing Committee shall be made up of the Leading
     Sales and Marketing Executives of each Party for the C1 Technology, the SAP
     Applications, and the Electronic Procurement Applications. The Sales and
     Marketing Committee shall (i) establish a joint go-to-market strategy for
     the Joint Offering which will be reduced to the Sales and Marketing Summary
     described in Section 11.5.3 hereof, (ii) form regional joint sales teams
     for identified Joint Offering opportunities, (iii) oversee the training of
     the sales forces of each Party, (iv) establish sales compensation packages
     to ensure channel harmony in the licensing of the Joint Offering by each
     Party's sales force, (v) establish channel management programs, and (vi)
     establish dispute resolution and arbitration procedures for account
     targeting. Disputes with respect to the sales and marketing of the Joint
     Offering which cannot be resolved in the Sales and Marketing Committee,
     shall be resolved pursuant to Section 11.6 of this Agreement.


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11.5     MANAGEMENT PROCESS FOR SALES AND MARKETING.

         11.5.1 LEAD SALES AND MARKETING EXECUTIVES.

               The initial Lead Sales and Marketing Executives for C1 shall be
          appointed (two by C1 and two by SAP) within thirty (30) days from the
          Effective Date. As part of the Sales and Marketing Summary, C1 and SAP
          will establish mutually agreeable targets for sales and marketing of
          the Joint Offering. Either Party shall have the right, after
          consultation with the other Party, to replace the Lead Sales and
          Marketing Executives at any time after the Effective Date. The Lead
          Sales and Marketing Executives may only be replaced by a person of
          similar rank and stature unless the Parties otherwise agree. The Lead
          Sales and Marketing Executives must be employees of either C1 or SAP.

          11.5.2 POWERS OF LEAD SALES AND MARKETING EXECUTIVES.

               The Lead Sales and Marketing Executives, after consultation,
          shall have the right to establish projects and teams and project and
          team leaders for various major sales efforts. Each Party shall
          structure all employees and resources under the Lead Sales and
          Marketing Executives, and the Lead Sales and Marketing Executives and
          their subordinates shall direct such resources in accordance with and
          to achieve the objectives set forth in the Sales and Marketing
          Summary.

          11.5.3 SALES AND MARKETING SUMMARY.

               An initial draft of the Sales and Marketing Summary will be
          mutually agreed upon within thirty (30) days after the Effective Date
          by the Lead Sales and Marketing Executives, setting forth the
          objectives and targets, and principal methods for sales and marketing
          of the Joint Offering and components thereof. Major substantive
          changes to such initial Sales and Marketing Summary shall require the
          consent of both Parties, such consent not to be unreasonably withheld,
          but any minor changes may be made by the corresponding Lead Sales and
          Marketing Executives after consultation.

11.6     ESCALATION AND DISPUTE RESOLUTION FOR ALLIANCE COMMITTEES.

          11.6.1 GENERAL.

               The Parties shall attempt to promptly resolve through good faith
          negotiation any dispute or disagreement between them directly relating
          to design and development priorities and decisions and resource
          allocation under this Agreement or the Joint Development Agreement or
          any Statement of Work.

          11.6.2 ESCALATION TO EXECUTIVE COMMITTEE.


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          In the event of a dispute in the Development Committee or Sales and
     Marketing Committee, either Party may identify said dispute for escalation.
     If the dispute is not resolved within seven (7) calendar days of such
     identification, then the dispute shall be escalated to the Executive
     Committee. The Executive Committee shall discuss the dispute within five
     (5) days of escalation and shall render a decision within ten (10) days of
     their initial discussion. If the Executive Committee is unable to resolve
     the dispute within ten (10) days of their initial discussion then the
     dispute shall be submitted to the Senior Executives as set forth in Section
     11.6.3.

     11.6.3 ESCALATION TO SENIOR EXECUTIVES.

          In the event of a dispute in the Executive Committee, either Party may
     identify said dispute for escalation. If the dispute is not resolved within
     ten (10) calendar days of such identification, then the dispute shall be
     escalated to the most senior executives of C1 and SAP. The most senior
     executives shall discuss the dispute within five (5) days of escalation and
     shall render a decision within ten (10) days of their initial discussion.
     If the most senior executives are unable to resolve the dispute within ten
     (10) days of their initial discussion then the dispute shall be submitted
     to mediation as set forth in Section 11.6.4.

     11.6.4 MEDIATION.

          In the event that the most senior executives of C1 and SAP are unable
     to resolve a dispute originating in the Executive Committee, Development
     Committee or Sales and Marketing Committee, as set forth in Section 11.6.2,
     the most senior executives shall meet with a mediator as soon as
     practicable, but in no event more than thirty (30) days from the date of
     original escalation of the dispute to the most senior executives. The
     mediator shall submit a written report to the Parties within five (5) days
     of the final meeting between the mediator and the most senior executives.
     If the most senior executives remain unable to resolve the dispute after
     mediation, either Party may terminate this Agreement as set forth in
     Section 25.5. The cost of mediation shall be split equally between C1 and
     SAP.

11.7     EXECUTIVE REPRESENTATIVES AND EXECUTIVE MEETING.

          11.7.1 EXECUTIVE REPRESENTATIVES.

               Each Party shall designate a senior executive reporting to its
          chief executive officer, president or chief operating officer as its
          Executive Representative to the other for the purpose of this
          Agreement within thirty (30) days from the Effective Date. The
          Executive Representatives shall collaboratively report monthly in
          writing (which may be electronic) to both chief executive officers on
          the progress of development and sales and marketing under this
          Agreement and shall work to facilitate cooperation between the Parties
          to achieve the development and sales and marketing goals of this
          Agreement.


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                    11.7.2 EXECUTIVE MEETING.

                    In January and July of each year, the chief executive
               officers and the relevant members of their management teams
               including the Executive Representatives shall meet to review the
               development progress and sales and marketing progress under this
               Agreement. The January meetings shall be in California hosted by
               C1 and the July meetings in California, hosted by SAP. The host
               Executive Representative shall be responsible, in consultation
               with the participants and the other Executive Representative, for
               organizing such meeting and establishing its agenda.

12       SUPPORT AND TRAINING.

          12.1 SUPPORT.

                  The Parties shall agree on detailed support terms and
         responsibilities for supporting the Joint Offering, the Electronic
         Procurement Applications, and the NetMarket Maker Solution, including
         call receipt, call screening, installation assistance, problem
         identification and diagnosis, hand-over procedures and development
         level support. All support (including escalation procedures) by each
         Party shall be provided in accordance with a mutually agreed upon
         Support Level Agreement which shall be based on the support summary set
         forth in Exhibit F.

          12.2 TRAINING.

                  [*] Such training shall allow each Party to provide the level
         of maintenance and support for the other Parties' technology as set
         forth in Exhibit F. The scope and duration of such training shall be
         defined by the Executive Committee. Thereafter, each Party shall be
         free to offer similar training (as provided by the other Parties) to
         its distributors.

                  Travel and lodging expenses related to such training shall be
         borne by the Party receiving the training.

                  [*] The Provider shall grant to the Receiver a non-exclusive
         and royalty-free right to copy, use and distribute such training
         material as part of the Receiver's branded course. Training materials
         shall only be used in relation the Joint Offering and the Electronic
         Procurement Applications. The Receiver agrees to include the Provider's
         trademarks and copyright notices in its related course material. [*]
         The Provider shall update the training material and assist the Receiver
         in updating its training courses in the event of any changes,
         modifications in and to any of the Provider's technical components
         incorporated into the Joint Offering.


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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          [*]

          [*]


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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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          [*]


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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          [*]

     13.2.6 PREPAYMENTS.

          Prepayments shall be in accordance with Exhibit B.

13.3     PAYMENTS.

         13.3.1   To C1. SAP shall make such payments to C1 within thirty (30)
                  days of the end of the calendar quarter in which such
                  royalties or fees accrue in accordance with GAAP. All payments
                  due to C1 shall be made in United States dollars at C1's
                  address as indicated in this Agreement or at such other
                  address as C1 may from time to time indicate by proper notice
                  hereunder.

         13.3.2   To SAP. C1 shall make such payments to SAPMarkets within
                  thirty (30) days of the end of the calendar quarter in which
                  such royalties or fees accrue in accordance with GAAP. All
                  payments due to SAP shall be made in United States dollars at
                  SAPMarkets' address as indicated in this Agreement or at such
                  other address as SAPMarkets may from time to time indicate by
                  proper notice hereunder.

13.4     CURRENCY.

          The Parties shall always use the average Noon Buying Rate published by
     the Federal Reserve Bank of New York during the month giving rise to
     payment for conversion between foreign currencies and United States
     Dollars. All costs related to currency conversion shall be borne by the
     paying Party.


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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     13.5 WITHHOLDING TAXES.

          All taxes based on income as may be imposed by any federal, state or
     local government entity for payments received under this Agreement will be
     borne by the recipient of payments (the "Recipient").

          If the Party making such payments (the "Payer") is required by law to
     withhold tax ("Withholding Tax") from any gross payment to the Recipient
     under this Agreement, Payer shall be entitled to withhold or deduct such
     tax from the gross amount to be paid. However, Payer shall use all
     endeavors to reduce any such withholding tax payable to the lowest possible
     rate subject to compliance with all applicable laws and double taxation
     treaties. The Payer will in the case of any withholding of tax provide to
     the Recipient a receipt from the relevant tax authority to which such
     withholding tax has been paid.

          All other taxes or charges of any kind (including but not limited to,
     customs duties, tariffs, excise, gross receipts, sales and use and value
     added tax) except income or corporation taxes will be borne by the Payer.
     If any such tax or duty is due under this Agreement, Payer will increase
     payment under this Agreement by such amount as shall ensure that after such
     payment, Recipient shall have received an amount equal to the payment
     otherwise required.

          The Payer shall be responsible for and hold the Recipient harmless
     from all claims and liability arising from the Payer's failure support or
     pay any Withholding Tax, duties, tariffs and other charges.

          Each Party shall also be responsible for and hold the other Party
     harmless from all taxes and other matters required of self-employed
     individuals by any governmental authority, including the withholding and
     payment of all such taxes. Such responsibility shall also extend to all
     employees and agents, all employees and agents furnished to a Party by any
     subcontractor, and all persons furnished by any broker or agency in
     connection with the performance of this Agreement. Such taxes shall
     include, but not be limited to, all federal, state and local taxes,
     including earnings taxes, employment taxes and payroll taxes.

14   CROSS LICENSE FOR DEVELOPMENT PURPOSE.

     14.1 INTERNAL USE.

          14.1.1 C1.

          C1 hereby grants SAP a non-exclusive, worldwide, limited to the term
     of this Agreement, non transferable, internal right [*] to use, display,
     perform and modify (in accordance with the provisions of the Joint
     Development) the C1 Technology and the Desktop Editions of the Electronic
     Procurement Applications that may be provided to SAP, if any, for purposes
     of the Joint Development Agreement. The exact list of those C1 Technology
     and the Desktop Editions of the


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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     Electronic Procurement Applications licensed to SAP, for purposes of the
     Development Effort, if any, pursuant to this Section shall be set forth in
     the Joint Development Agreement. The license granted hereunder is in object
     and source code form for use only in connection with the Development
     Effort.

     14.1.2 C1 SOURCE CODE FREEZE.

          Commencing on the effective date of termination of the Joint
     Development Agreement, SAP's right and license to the Source Code to the C1
     Technology and the Desktop Editions of the Electronic Procurement
     Applications (used for the Development Effort) under Section 14.1.1 shall
     be limited to the commercial release or version of such C1 Technology and
     Desktop Editions of the Electronic Procurement Applications (used for the
     Development Effort) that is commercially available as of the effective date
     of termination of the Joint Development Agreement thereof and such right
     and license to the Source Code shall be limited to use only for support and
     maintenance, if any. As of the effective date of termination of the Joint
     Development Agreement, C1 shall be relieved of its obligations to deliver
     any further Source Code for Updates and Updates of the C1 Technology and
     the Desktop Editions of the Electronic Procurement Applications which may
     become commercially available after the effective date of termination of
     the Joint Development Agreement.

     14.1.3 SAP.

          SAP hereby grants C1 a non-exclusive, worldwide, limited to the term
     of this Agreement, non transferable, internal right [*] to use, display,
     perform and modify (in accordance with the provisions of the Joint
     Development Agreement) the SAP Applications and the Professional Editions
     of the Electronic Procurement Applications that may be provided to C1, if
     any, for purposes of the Development Effort. The exact list of those SAP
     Applications and the Professional Editions of the Electronic Procurement
     Applications licensed to C1, for purposes of the Development Effort,
     pursuant to this Section, if any, shall be set forth in the Joint
     Development Agreement. The license granted hereunder is in object
     and source code form for use only in connection with the Developmen Effort.

     14.1.4 SAP SOURCE CODE FREEZE.

          Commencing on the effective date of termination of the Joint
     Development Agreement, C1's right and license to the Source Code to the SAP
     Applications and Professional Editions of the Electronic Procurement
     Applications (used for the Development Effort) under Section 14.1.3 shall
     be limited to the commercial release or version of such SAP Applications
     and Professional Editions of the Electronic Procurement Applications (used
     for the Development Effort) that is commercially available as of the
     effective date of termination of the Joint Development Agreement thereof
     and such right and license to the Source Code shall be limited to use only
     for


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          support and maintenance. As of the effective date of termination of
          the Joint Development Agreement, SAP shall be relieved of its
          obligations to deliver any further Source Code for Updates and Updates
          of the SAP Applications and the Professional Editions of the
          Electronic Procurement Applications which may become commercially
          available after the effective date of termination of the Joint
          Development Agreement.

     14.2 ON-GOING LICENSING.

          The Parties agree that all interfaces related to the Joint Offering
     shall be licensed by the developing Party to the other Party in accordance
     with the terms and conditions of Section 14.1 on an on-going basis.

     14.3 DEVELOPMENT PARTNERS.

          The Parties may agree, on a case by case basis, to grant to some of
     their development partners, upon the mutual agreement of the Parties and
     provided the execution by such development partners of a customary
     development license and confidentiality agreement, the right to use the
     technical components in order to allow such development partners to
     participate in the Development Effort. [*]

     14.4 CROSS LICENSING AT TERMINATION.

          In the event of the expiration or termination of this Agreement, the
     cross licenses set forth in Section 14.1 and in Section 14.2 shall continue
     until termination of the OEM rights set forth in Section 15 below.

15   LICENSING RIGHTS.

     15.1    LICENSE FROM C1 TO SAP
             15.1.1 C1 TECHNOLOGY.

          C1 hereby grants to SAP and its Affiliates, for the term of this
     Agreement and the three (3) year period following the termination of this
     Agreement, under all of C1's Intellectual Property Rights in C1 Technology
     (including Updates and Upgrades), a limited, nonexclusive, worldwide "OEM"
     (object code) license to make or have made copies, use, license, offer to
     license, import, distribute, reproduce, export and otherwise transfer the
     C1 Technology but only when incorporated in the Joint Offering with all of
     the SAP Applications or in the Desktop Editions of the Electronic
     Procurement Applications. SAP and its Affiliates shall only license the C1
     Technology with all the technical components listed as part of the Joint
     Offering.


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          In addition, C1 hereby grants to SAP, its Affiliates [*], during the
     term of this Agreement and the three (3) year period following the
     termination of this Agreement, a limited, nonexclusive, worldwide "OEM"
     (object code only) license to make or have made copies, use, license, offer
     to license, import, distribute, reproduce, export and otherwise transfer
     the Desktop Editions of the Electronic Procurement Applications (and any
     subsequent versions released during the term of this Agreement and the
     three (3) year period following the termination of this Agreement) outside
     the scope of the Joint Offering to any of its customers. SAP, its
     Affiliates, [*] shall have no right under C1's Intellectual Property Rights
     apart from the foregoing. Such license is non-transferable except as
     otherwise provided in this Agreement. Such license shall expire three (3)
     years from the effective date of termination of this Agreement.

          SAP may terminate the license grant herein by providing C1 with thirty
     (30) days notice. Upon the effective date of termination, SAP, its
     Affiliates [*] shall not be subject to the exclusivity commitments in
     Section 7.1.

     [*]

15.2     LICENSE FROM SAP TO C1.
          15.2.1 GENERAL.

               SAP AG and/or SAPMarkets, as the case may be, hereby grants to C1
          and its Subsidiaries and Affiliates, during the term of this Agreement
          and the three (3) year


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     period following the termination of this Agreement, under all of SAP's
     Intellectual Property Rights in SAP Applications (including Updates and
     Upgrades), a nonexclusive, worldwide "OEM" (object code only) license to
     make or have made copies, use, license, offer to license, import,
     distribute (directly or by sublicense, through the C1 distribution
     channels), reproduce, export and otherwise transfer the SAP Applications
     but only when incorporated in the Joint Offering with all of C1 Technology
     or in the Professional Editions of the Electronic Procurement Applications.
     C1 and its Affiliates shall only license the SAP Applications with all the
     technical components listed as part of the Joint Offering.

          In addition, SAP hereby grants C1 a nonexclusive, worldwide "OEM"
     (object code) license to make or have made copies, use, license, offer to
     license, import, distribute, reproduce, export and otherwise transfer the
     Professional Editions (Requisition and Professional Users) of the
     Electronic Procurement Applications (and any subsequent versions released
     during the term of this Agreement and the three (3) year period following
     the termination of this Agreement) outside the scope of the Joint Offering
     to any of its customers. C1 shall have no right under SAP's Intellectual
     Property Rights apart from the foregoing. Such licenses are
     non-transferable except as otherwise provided in this Agreement. Such
     licenses shall expire three (3) years from the effective date of
     termination of this Agreement.

          C1 may terminate the license grant herein by providing SAP with thirty
     (30) days notice. Upon the effective date of termination, C1 and it
     Affiliates shall not be subject to the exclusivity commitments in Section
     7.2.

15.3     NO RESTRICTIONS.

     C1 reserves all rights not expressly granted in this Agreement in and to
the C1 Technology. SAP reserves all rights not expressly granted in this
Agreement in and to the SAP Applications.

15.4     GENERAL TERMS.

          15.4.1 GENERAL RESTRICTIONS ON DISTRIBUTION.

          The Parties agree to comply with, and shall require each of their
     distributors to comply with, all applicable laws, rules and regulations to
     preclude the acquisition of unlimited rights to technical data, software
     and documentation provided with the Joint Offering to a governmental
     agency, and ensure the inclusion of the appropriate "Restricted Rights" or
     "Limited Rights" notices required by U.S. Government agencies.


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          15.4.2 DISTRIBUTOR LICENSE AGREEMENT.

               The Parties shall procure from each of their distributors (even
          if a Subsidiary), an executed copy of a distribution license agreement
          sufficient to ensure that such distributors are required to comply
          with the relevant terms of this Agreement.

          15.4.3 CUSTOMER LICENSE AGREEMENTS.

               The Parties and their distributors shall distribute the Joint
          Offering to customers only under the terms of, and shall ensure that
          the Joint Offering is subject to, end user license agreements with
          terms at least as restrictive as those set forth in the applicable
          customer license agreement to be developed by the Parties within
          thirty (30) days from the Effective Date.

     15.5 ENFORCEMENT OF DISTRIBUTORS AGREEMENTS.

          The Parties shall use their best efforts to enforce each distributor
     license agreement and customer agreement, whichever may be relevant, with
     at least the same degree of diligence used in enforcing similar agreements
     governing others, which in any event shall be sufficient to adequately
     enforce such agreements. Each Party shall use commercially reasonable
     efforts to protect the Intellectual Property Rights of the other Party,
     notify such other Party of any breach of a material obligation under a
     distributor license agreement or a customer license agreement affecting the
     Joint Offering, and cooperate in any legal action to prevent or stop
     unauthorized use, reproduction or distribution of the Joint Offering.

     15.6 REVERSE ENGINEERING AND MODIFICATION PROHIBITION.

          C1 agrees not to reverse engineer, decompile, or disassemble the SAP
     Applications or the Professional Editions of the Electronic Procurement
     Applications. C1 agrees not to create derivative works based on the SAP
     Applications or the Professional Editions of the Electronic Procurement
     Applications at any time without written consent from SAP, EXCEPT that C1
     may bundle or integrate the SAP Applications and the MarketBuyer
     Professional Edition with the C1 Technology as part of the Joint Offering.
     C1 shall obtain written commitments from customers not to: (i) reverse
     engineer, decompile, disassemble the SAP Applications or the Professional
     Editions of the Electronic Procurement Applications; (ii) create derivative
     works based on the SAP Applications or the Professional Editions of the
     Electronic Procurement Applications; or (iii) modify the SAP Applications
     or the Professional Editions of the Electronic Procurement Applications
     without written permission from SAP, prior to the release of the SAP
     Applications and the Professional Editions of the Electronic Procurement
     Applications to such customers, to the extent permitted by applicable laws.

          SAP agrees not to reverse engineer, decompile, or disassemble the C1
     Technology or the Desktop Editions of the Electronic Procurement
     Applications. SAP agrees not to create derivative works based on the C1
     Technology or the Desktop Editions of the Electronic Procurement
     Applications at any time without written consent from C1, EXCEPT that SAP
     may


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     bundle or integrate the C1 Technology or the MarketBuyer Desktop Edition
     with the SAP Applications as part of the Joint Offering. SAP shall obtain
     written commitments from customers not to: (i) reverse engineer, decompile,
     disassemble the C1 Technology or the Desktop Editions of the Electronic
     Procurement Applications; (ii) create derivative works based on the C1
     Technology or the Desktop Editions of the Electronic Procurement
     Applications; or (iii) modify the C1 Technology or the Desktop Editions of
     the Electronic Procurement Applications without written permission from C1,
     prior to the release of the C1 Technology or the Desktop Editions of the
     Electronic Procurement Applications to such customers, to the extent
     permitted by applicable law.

16  EXISTING PARTNERS.

    [*]

     The Parties will use their reasonable best efforts to enter into
arrangements with each of C1 and SAP's existing partners [*] (ii) for such GTW
regional and vertical marketplace partners to obtain preferred status as a
provider of business services and/or hosting services related to the Joint
Offering within their respective territories or vertical industries (subject to
resolution of any overlaps), and (iii) to create a joint go-to-market
distribution strategy for the sale of the EnterpriseBuyer Desktop Edition and
the EnterpriseBuyer Professional Edition. The Parties agree to negotiate in good
faith, as part of the initial launch of the Joint Offering, with the GTW such
existing partners to license the MarketSet solution Joint Offering to each
partner. In connection with the licensing of the Joint Offering by C1 or SAP to
each of the partners, or in the alternative in connection with the establishment
of other mutually beneficial distribution arrangements with each of the
partners, the parties agree and to negotiate in good faith with each such
partner to establish agree upon appropriate distribution strategies/referral
relationships that leverage the relative strengths of each of the parties, all
with the goal of supporting each such existing GTW marketplaces partner's
horizontal or vertical marketplace marketplaces and driving mutual business
opportunities (including, without limitation, driving buyer and supplier
participation to such partner's GTW marketplaces).

17  INTERFACES LICENSING.

     17.1 C1 LICENSE OF INTERFACES TO SAP.

          C1 hereby grants to SAP [*] developed by C1 for the Joint Offering and
     owned by C1, subject only to the payment by SAP of the amounts provided in
     this Agreement. Such license shall be unrestricted as to field of use,
     except for


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     those limitations set forth in this Agreement. C1 also hereby grants to SAP
     a non-exclusive, [*] fully sublicensable right, under any patents issued
     anywhere in the world for which C1 is or becomes the beneficial or legal
     owner related to Interfaces which were reduced to practice in the course of
     the Development Effort, to make, have made, practice, have practiced, use,
     lease, sell and otherwise transfer any and all inventions, methods or
     processes which are the subject of any claim of any such patent for such
     Interface.

     17.2 SAP LICENSE OF INTERFACES TO C1.

          SAP hereby grants to C1 [*] developed by SAP for the Joint Offering
     and owned by SAP, subject only to the payment by C1 of the amounts provided
     in this Agreement. Such license shall be unrestricted as to field of use,
     except for those limitations set forth in this Agreement. SAP also hereby
     grants to C1 a non-exclusive, [*] fully sublicensable right, under any
     patents issued anywhere in the world for which SAP is or becomes the
     beneficial or legal owner related to those interfaces which were reduced to
     practice in the course of the Development Effort, to make, have made,
     practice, have practiced, use, lease, sell and otherwise transfer any and
     all inventions, methods or processes which are the subject of any claim of
     any such patent for such interface.

18  INTELLECTUAL PROPERTY RIGHTS.

     18.1 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS IN AND TO THE JOINT
OFFERING.

          Neither SAP nor C1 shall acquire any Intellectual Property Rights into
     the Joint Offering as a whole. Each of the Parties hereby covenants that it
     shall not register, or attempt to, any Intellectual Property Rights in and
     to the Joint Offering as a whole under any jurisdiction in the world,
     except as may be agreed upon by the Parties in a written agreement.

     18.2 PREEXISTING SOFTWARE.

          18.2.1 C1 PROPRIETARY RIGHTS TO ITS PREEXISTING SOFTWARE.

               Title to and ownership in and to any of the preexisting C1
          Technology and the Desktop Editions of the Electronic Procurement
          Applications and associated software whether in machine-readable or
          printed form, and including, without limitation, the C1 Technology and
          the Desktop Editions of the Electronic Procurement Applications
          provided by C1 hereunder, and any derivative works thereof,
          compilations, or collective works thereof and all related technical
          know-how and all Intellectual Property Rights therein, are and shall
          remain the exclusive property of C1 and its suppliers. SAP shall not
          take any action to jeopardize, limit or interfere in any manner with
          C1's ownership of and rights with respect to the preexisting C1
          Technology, the Desktop Editions of the Electronic Procurement
          Applications, and the associated software. SAP shall have only those
          limited rights to use the preexisting C1 Technology, the Desktop
          Editions of the Electronic Procurement


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     Applications, and the associated software expressly granted to it pursuant
     to this Agreement.

     18.2.2 SAP PROPRIETARY RIGHTS TO ITS PREEXISTING SOFTWARE.

          Title to and ownership in and to any of the preexisting SAP
     Applications, the Professional Editions of the Electronic Procurement
     Applications, and the associated software whether in machine-readable or
     printed form, and including, without limitation, the SAP Applications and
     the Professional Editions of the Electronic Procurement Applications
     provided by SAP AG and/or SAPMarkets hereunder and any derivative works
     thereof, compilations, or collective works thereof and all related
     technical know-how and all Intellectual Property Rights therein, are and
     shall remain the exclusive property of SAP AG and/or SAPMarkets and its
     suppliers. C1 shall not take any action to jeopardize, limit or interfere
     in any manner with SAP's ownership of and rights with respect to the
     preexisting SAP Applications, the Professional Editions of the Electronic
     Procurement Applications, and the associated software. C1 shall have only
     those limited rights to use the preexisting SAP Applications, the
     Professional Editions of the Electronic Procurement Applications, and the
     associated software expressly granted to it pursuant to this Agreement.

18.3    NETMARKET MAKER SOLUTION

     Title to and ownership in and to the NetMarket Maker Solution and any
related developed software and any associated software whether in
machine-readable or printed form provided by C1 hereunder, and any derivative
works thereof, compilations, or collective works thereof and all related
technical know-how and all Intellectual Property Rights therein, are and shall
remain the exclusive property of C1 and its suppliers. SAP shall not take any
action to jeopardize, limit or interfere in any manner with C1's ownership of
and rights with respect to the NetMarket Maker Solution. SAP shall have only
those limited rights to use the NetMarket Maker Solution and associated software
expressly granted to it pursuant to this Agreement.

18.4     OWNERSHIP OF DEVELOPED SOFTWARE

          18.4.1 PROFESSIONAL EDITIONS OF THE ELECTRONIC PROCUREMENT
     APPLICATIONS.

          SAP shall own all Intellectual Property Rights in and to the
     Professional Editions of the Electronic Procurement Applications. C1 shall
     assign and transfer to SAP all Intellectual Property Rights it may have in
     the Professional Editions of the Electronic Procurement Applications
     provided that C1 has received the licensing rights, granted by SAP as set
     forth in Section 15.2, in and to the Professional Editions of the
     Electronic Procurement Applications (and any subsequent versions released
     during the three (3) year period from the termination of this Agreement).


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          18.4.2 DESKTOP EDITIONS OF THE ELECTRONIC PROCUREMENT APPLICATIONS.

               C1 shall own all Intellectual Property Rights in and to the
          Desktop Editions of the Electronic Procurement Applications. SAP shall
          assign and transfer to C1 all Intellectual Property Rights it may have
          in the Desktop Editions of the Electronic Procurement Applications
          provided that SAP has received the licensing rights, granted by C1 as
          set forth in Section 15.1, in and to the Desktop Editions of the
          Electronic Procurement Applications (and any subsequent versions
          released during the three (3) year period from the termination of this
          Agreement).

          18.4.3 AUCTION SOFTWARE.

               C1 shall own all Intellectual Property Rights in and to the
          Auction Technology and SAP shall assign and transfer to C1 all
          Intellectual Property Rights it may have in the Auction Technology
          provided that that SAP has received the licensing rights, granted by
          C1 as set forth in Section 15.1, in and to the Auction Technology (and
          any subsequent versions released during the three (3) year period from
          the termination of this Agreement).

          18.4.4 CBL EXTENSIONS.

               Ownership of Intellectual Property Rights in and to the CBL
          extensions that may be jointly developed shall be in accordance with
          the Joint Development Agreement.

          18.4.5 USER INTERFACE.

               The user interface for the Joint Offering shall be jointly
          developed by the Parties utilizing SAP's workplace technology and C1's
          Portal Builder technology, provided the Parties reach mutual agreement
          on joint branding.

               The jointly developed user interface shall be jointly owned by
          the Parties provided, however, that the term "user interface," for
          purposes of this sentence, shall not include (i) any proprietary
          elements of the SAP Workplace technology which shall be licensed to C1
          in accordance with the terms set forth in Section 15 of this
          Agreement, and (ii) any proprietary elements of the C1 Portal builder
          technology which shall be licensed to SAP in accordance with the terms
          set forth in Section 15 of this Agreement.

18.5 OWNERSHIP OF OTHER JOINTLY DEVELOPED SOFTWARE OTHER THAN AS PER SECTION
     18.3

     The Parties agree that all matters related to the ownership of new jointly
developed technology and/or software other than the technology and/or software
described in Section 18.3 shall be decided by the Development Committee.


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          The Parties agree that, upon attribution of ownership of a new jointly
     developed software to a Party, the other Party shall be granted a de jure
     licensing right in and to such new jointly developed software in accordance
     with the terms and conditions of this Agreement.

     18.6 RESIDUAL KNOWLEDGE.

          Except as provided in this Section 18, neither Party transfers,
     assigns or grants to the other Party any ownership or exclusive license to
     any (i) data processing ideas, (ii) programming techniques, (iii)
     e-commerce consulting methodologies, and (iv) systems integration
     techniques. Both Parties agree that the other Party shall have the right to
     continue to use any residual knowledge for its own benefit in developing
     its own business provided that the confidential nature of such residual
     knowledge is maintained and provided that both Parties comply with their
     obligations set forth in Section 7.

     18.7 DEVELOPED SOFTWARE MATERIALS.

          Upon attribution of the related Intellectual Property Rights by the
     Development Committee, the Parties shall place an appropriate electronic
     plaque, emblem and/or decal thereon, including evidence of the designated
     Party's ownership of related materials while in the possession of the other
     Party.

     18.8 THIRD-PARTY SOFTWARE.

          Rights to third party software shall be governed by the license
     agreements with third party licensors.

     18.9 PROPRIETARY NOTICES.

          18.9.1 NO ALTERATION OF NOTICES.

               The Parties and their employees and agents shall not remove or
          alter any trademark, trade name, copyright, or other proprietary
          notices, legends, symbols, or labels appearing on or in copies of the
          C1 Technology and/or the SAP Applications, the Electronic Procurement
          Applications and/or the NetMarket Maker Solution as delivered by one
          Party to the other and shall use the same notices, legends, symbols,
          or labels in and on copies of the C1 Technology and/or the SAP
          Applications and associated software as are contained in and on such
          of the C1 Technology and/or the SAP Applications and associated
          software.

          18.9.2 NOTICE.

               Each portion of the of the C1 Technology and/or the SAP
          Applications and associated software reproduced by SAP and/or C1 shall
          include the intellectual property notice or notices appearing in or on
          the corresponding portion of such materials as delivered by C1 and/or
          SAP hereunder.


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               The Parties shall ensure that all copies of the of the C1
          Technology and/or the SAP Applications as used or licensed pursuant to
          this Agreement conspicuously display the following notice: Copyright
          (2000 (or other appropriate year(s)), [C1/SAP]. All Rights Reserved.

19   WARRANTIES.

     19.1 WARRANTIES.

          19.1.1 CONFORMITY TO SPECIFICATIONS.

               For a period [*] each Party warrants to the other Parties that
          its technical components included within the Joint Offering and the
          Electronic Procurement Applications shall substantially comply with
          the technical specifications set forth in the applicable product
          documentation agreed upon by the Development Committee. For a period
          of [*] from delivery to the applicable customer, C1 warrants to SAP
          that its technical components included within the NetMarket Maker
          Solution shall substantially comply with the technical specifications
          set forth in the applicable product documentation. If a Party
          discovers any defects or non conformities in any such components, the
          discovering Party shall notify, in writing within thirty (30) business
          days from discovery, the Party that owns and delivers the defective
          technical component.

          19.1.2 REMEDY.

               Should any technical component included within the Joint
          Offering, the Electronic Procurement Applications or the NetMarket
          Maker Solution fail to meet the warranty standard set out in Section
          19.1.1 above, the owning Party's obligation shall be, at its option,
          to bring the performance of the technical component into substantial
          compliance with the technical specifications or to replace the
          defective technical component. In the event such Party fails to do so
          within a reasonable period of time, not to exceed ninety (90) days
          after receipt of the written notice of such non-compliance, the
          notifying Party may terminate this agreement pursuant to Section 23.3
          hereof.

          19.1.3 COSTS.

              [*]


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          19.1.4 YEAR 2000.

               C1 represents and warrants that the C1 Technology, the Desktop
          Editions of the Electronic Procurement Applications, and the NetMarket
          Maker Solution and SAP represents and warrants that the SAP
          Applications and the Professional Editions of the Electronic
          Procurement Applications are, and in future releases will be, Year
          2000 Compliant. As used in this Agreement, "Year 2000 Compliant" shall
          mean the ability of the Party's respective technology to provide the
          following functions:

                    (a)  consistently handle date information, including but not
                         limited to accepting date input, providing date output,
                         and performing calculations on dates or portions of
                         dates;

                    (b)  respond to two-digit year-date input in a way that
                         resolves the ambiguity as to century in a disclosed,
                         defined, and predetermined manner; and

                    (c)  store and provide output of date information in ways
                         that are unambiguous as to century.

     19.2 DISCLAIMER OF WARRANTIES.

          EXCEPT FOR THE FOREGOING, NEITHER C1 NOR SAP MAKES ANY OTHER
     WARRANTIES TO THE OTHER WITH RESPECT TO THE OPERATION OR PERFORMANCE OF ANY
     OF THE SOFTWARE DEVELOPED OR LICENSED BY EITHER PARTY TO THE OTHER PURSUANT
     TO THIS AGREEMENT, AND C1 AND SAP EACH HEREBY DISCLAIMS ALL SUCH OTHER
     WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

20   REPRESENTATIONS & COVENANTS.

     20.1 C1.

          C1 represents and covenants to SAP that (i) it has full power and
     authority to enter into and perform this Agreement; (ii) it owns or has
     obtained the necessary rights, title and interest [*] including any third
     party technology embedded therein; (iii) there are no pending material
     patent, copyright, trademark or other intellectual property infringement
     claims against any Intellectual Property Rights of C1 with respect to [*]
     and (iv) that its performance of the obligations under this Agreement does
     not and shall not violate any applicable law, rule, or regulation; any
     contracts with third parties; or any third party rights in any patent,
     trademark, copyright, trade secret, or any other proprietary right in the
     Intellectual Property Territories.


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     20.2 SAP.

          SAP represents and covenants to C1 that (i) it has full power and
     authority to enter into and perform this Agreement; (ii) it owns or has
     obtained the necessary rights, title and [*]; (iii) there are no pending
     material patent, copyright, trademark or other intellectual property
     infringement claims against any Intellectual Property Rights of SAP with
     respect to the [*] and (iv) that its performance of the obligations under
     this Agreement does not and shall not violate any applicable law, rule, or
     regulation; any contracts with third parties; or any third party rights in
     any patent, trademark, copyright, trade secret, or any other proprietary
     right in the Intellectual Property Territories.

21   INDEMNIFICATION.

     21.1 INTELLECTUAL PROPERTY INDEMNITY FROM C1.

          C1 agrees to defend and indemnify SAP against any and all liability,
     loss, damage, cost and expense (including cost of defense and reasonable
     attorney's fees) which SAP may hereafter suffer itself or pay out to
     another by reason of any claim, or actions arising out of such claim, filed
     and originating in the Intellectual Property Territories [*].

          C1's obligations under this Section 21.1 are subject to the following
     conditions and obligations of SAP: (i) SAP agrees to notify promptly C1
     upon knowledge of any claim, suit, action, or proceeding for which it may
     be entitled to indemnification under this Agreement; (ii) SAP shall permit
     C1 to have the sole right to control the defense of any such claim; (iii)
     SAP agrees to provide reasonable assistance to C1 at C1's expense, in the
     defense of same; and (iv) SAP will not enter into any settlement agreement
     or otherwise settle any such claim without C1's express prior consent or
     request. SAP may, at its own expense, participate in the defense of any
     such claim or action.

          In addition to its obligations set forth in this Section 21.1, C1
     agrees that in the event SAP is enjoined from using [*] C1 shall, at its
     expense, (i) replace or modify the infringing portion [*] so it becomes
     non-infringing, yet functionally equivalent or (ii) procure for SAP the
     right to continue using the [*]


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     [*]

     21.2 INTELLECTUAL PROPERTY INDEMNITY FROM SAP.

          SAP agrees to defend and indemnify C1 against any and all liability,
     loss, damage, cost and expense (including cost of defense and reasonable
     attorney's fees) which C1 may hereafter suffer itself or pay out to another
     by reason of any claim, or actions arising out of such claim, filed and
     originating in the Intellectual Property Territories [*].

          SAP's obligations under this Section 21.2 are subject to the following
     conditions and obligations of C1: (i) C1 agrees to notify promptly SAP upon
     knowledge of any claim, suit, action, or proceeding for which it may be
     entitled to indemnification under this Agreement; (ii) C1 shall permit SAP
     to have the sole right to control the defense of any such claim; (iii) C1
     agrees to provide reasonable assistance to SAP at SAP's expense, in the
     defense of same; and (iv) C1 will not enter into any settlement agreement
     or otherwise settle any such claim without SAP's express prior consent or
     request. C1 may, at its own expense, participate in the defense of any such
     claim or action.

          In addition to its obligations set forth in this Section 21.2, SAP
     agrees that in the event C1 is enjoined from using [*] the Joint Offering
     or licensed to C1 pursuant to this Agreement, SAP shall, at its expense,
     (i) replace or modify the infringing portion [*] so it becomes
     non-infringing, yet functionally equivalent or (ii) procure for C1 the
     right to continue using the [*].

          21.3 CUSTOMER INDEMNITY.
               21.3.1 FROM SAP.

                    SAP agrees to indemnify C1 against any and all liability,
               loss, damage [*] cost and expense (including cost of defense and
               reasonable attorney's fees), as awarded pursuant to a final,
               non-appealable judgment obtained from a court of competent
               jurisdiction, or pursuant to mutual agreement of the Parties
               which C1 may hereafter suffer itself [*] for which SAP is
               responsible provided that (i) such warranties do not exceed the
               scope of the warranties set forth in Section 19.1, AND (ii) such
               incurred


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     liability can not be limited contractually under mandatory law, AND (iii)
     C1 used its best efforts to mitigate such liability.

               SAP's obligations under this Section 21.3 are subject to the
          following conditions and obligations of C1: (i) C1 agrees to notify
          promptly SAP upon knowledge of any claim, suit, action, or proceeding
          for which it may be entitled to indemnification under this Agreement;
          (ii) C1 shall permit SAP to have the sole right to control the defense
          of any such claim; (iii) C1 agrees to provide reasonable assistance to
          SAP at SAP's expense, in the defense of same; (iv) C1 provides
          sufficient evidence of the impossibility of limiting the incurred
          liability under applicable laws, and (v) C1 will not enter into any
          settlement agreement or otherwise settle any such claim without SAP's
          express prior consent or request. C1 may, at its own expense,
          participate in the defense of any such claim or action.

          [*]

               C1's obligations under this Section 21.3 are subject to the
          following conditions and obligations of SAP: (i) SAP agrees to notify
          promptly C1 upon knowledge of any claim, suit, action, or proceeding
          for which it may be entitled to indemnification under this Agreement;
          (ii) SAP shall permit C1 to have the sole right to control the defense
          of any such claim; (iii) SAP agrees to provide reasonable assistance
          to SAP at SAP's expense, in the defense of same; (iv) SAP provides
          sufficient evidence of the impossibility of limiting the incurred
          liability under applicable laws, and (v) SAP will not enter into any
          settlement agreement or otherwise settle any such claim without C1's
          express prior consent or request. SAP may, at its own expense,
          participate in the defense of any such claim or action.

     21.4 GENERAL INDEMNITY.

          C1 agrees to defend and indemnify SAP and its directors, officers and
     employees against all liability, loss, damage, costs and expenses
     (including cost of defense and reasonable attorneys' fees) which any or all
     of them may hereafter suffer themselves or pay out to another by reason of
     any claim, action, or right of action, at law or in equity because of


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     any injury, including death, to persons or damage to tangible property
     (excluding data or any similar concept) which arises out of or is in
     connection with the performance of this Agreement to the extent caused by
     the negligence or willful misconduct of C1, its employees or agents.

          SAP agrees to defend and indemnify C1 and its directors, officers and
     employees against all liability, loss, damage, costs and expenses
     (including cost of defense and reasonable attorneys' fees) which any or all
     of them may hereafter suffer themselves or pay out to another by reason of
     any claim, action, or right of action, at law or in equity because of any
     injury, including death, to persons or damage to tangible property
     (excluding data or any similar concept) which arises out of or is in
     connection with the performance of this Agreement to the extent caused by
     the negligence or willful misconduct of SAP, its employees, or agents.

    [*]


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              [*]

     22 LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES.

          22.1 LIMITATION OF LIABILITY.

               UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S TOTAL LIABILITY OF
          ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF
          THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED IN
          CONTRACT, TORT NEGLIGENCE OR OTHERWISE, EXCEED [*]

          22.2 EXCLUSION OF DAMAGES.

                  NEITHER PARTY HERETO SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE
         TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL
         OR EXEMPLARY DAMAGES, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH
         DAMAGES OCCURRING, EXCEPT FOR DAMAGES RESULTING FROM BREACH OF SECTION
         23 HEREOF.

          22.3 NETMARKET MAKER SOLUTION INDEMNIFICATION.

                  Notwithstanding anything to the contrary, C1's limited
         indemnification obligations (as set forth in Section 21) related to the
         NetMarket Maker Solution [*]

          22.4 EXCEPTIONS.

               THE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH
          IN SECTIONS 22.1 AND 22.2 SHALL NOT OPERATE TO LIMIT


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     (a) AMOUNTS ACTUALLY DUE AND PAYABLE PURSUANT TO THE EXPRESS TERMS OF THIS
     AGREEMENT, OR (b) AMOUNTS DUE AND PAYABLE PURSUANT TO SECTIONS 21.1, 21.2,
     21.3, 21.4 (FOR PERSONAL INJURY OR DEATH ONLY), 21.5 AND 23 OF THIS
     AGREEMENT.

23   CONFIDENTIALITY.

     23.1 CONFIDENTIAL INFORMATION.

          As used herein, "Confidential Information" shall mean, without
     limitation, any non-public communications, written or oral, involving a
     Party's non-public business information, technical information or data,
     however embodied, marketing plans, financial information and strategic
     plans or any other information identified in writing as confidential or
     proprietary.

     23.2 CONFIDENTIALITY OBLIGATIONS.

          The Parties hereby covenant and agree that, except as required by law
     and as provided in this Section, they shall not disclose the terms and
     conditions of this Agreement (including, but not limited to, the names of
     the Parties and the payment terms) to any other person or entity (other
     than their counsel and auditors) without obtaining the prior written
     consent of the other Party, except to the extent necessary to effect the
     transactions and actions contemplated herein.

          Each Party may furnish to the other Party in connection with this
     Agreement certain Confidential Information. The Party disclosing such
     Confidential Information is referred to as the "Discloser", and the Party
     receiving such Confidential Information is referred to as the "Recipient."
     Each Party agrees that it shall keep in confidence and prevent the
     acquisition, disclosure, use or misappropriation by any person or persons
     of Confidential Information which is received from the other under this
     Agreement, provided, however, that neither Party shall be liable for
     disclosure of any such information if the same is disclosed with the prior
     written approval of the other Party. Each Party agrees that if it breaches
     the provisions of this section, the Discloser of the Confidential
     Information may suffer irreparable injury and shall be entitled to seek a
     temporary and permanent injunction, in addition to the other remedies for
     breach of the Agreement.

          Recipient shall use the same care and discretion to avoid disclosure,
     publication or dissemination of Confidential Information as it uses with
     its own similar confidential information that it does not wish to disclose,
     publish or disseminate provided that Recipient shall use at least
     reasonable care. The Confidential Information is not to be disclosed to any
     persons other than the employees of the Recipient who have a need to know.
     Except as expressly provided by this Agreement, Recipient shall not use
     Confidential Information in any manner, nor use it for the benefit of
     anyone but Discloser.

          The obligations of Recipient with respect to any particular portion of
     Confidential Information shall terminate or shall not attach, as the case
     may be, when any of the following occurs: (i) it was in the public domain
     at the time of Discloser's communication thereof to


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          Recipient; (ii) it entered the public domain through no fault of
          Recipient subsequent to the time of Discloser's communication thereof
          to Recipient; (iii) it was in Recipient's possession free of any
          obligation of confidence at the time of Discloser's communication
          thereof to Recipient; (iv) it was independently developed by
          Recipient; or (v) its disclosure is required pursuant to applicable
          law (including securities laws) or by a court or government order and
          Discloser has been given reasonable notice of such order and a
          reasonable opportunity to seek a protective order.

                  All such Confidential Information shall remain the exclusive
         property of Discloser. The confidentiality obligations shall survive
         any termination of this Agreement and shall continue for so long as the
         Confidential Information is the property of Discloser or for as long as
         otherwise permitted by law.

24       AUDIT RIGHTS.

         C1 and SAP agree to allow mutually acceptable independent CPA auditors,
which auditors shall not be compensated on a contingency basis and shall be
bound to keep all information confidential except as necessary to disclose
discrepancies to the other Party, to audit and analyze relevant accounting
records of each other to ensure compliance with all terms of this Agreement. Any
such audit shall be permitted within thirty (30) days of one Party's receipt
from the other of a written request to audit, during normal business hours, at a
time mutually agreed upon. The cost of such an audit shall be borne by the
requesting Party unless a material discrepancy is found, in which case the cost
of the audit shall be borne by the other Party. [*] Audits shall occur no more
frequently than once per calendar year and shall not interfere unreasonably with
the audited Party's business activities and shall be conducted in the audited
Party's facilities during normal business hours on reasonable notice. An audit
may cover any period; provided that: (i) the period has not been previously
audited; and (ii) the period under audit is within [*] immediately preceding the
commencement of the audit. A Party shall promptly reimburse the other for the
amount of any discrepancy arising out of such audit which indicates that such
Party is owed amounts hereunder as well as the costs of the audit, if
applicable, as provided above. Any dispute pursuant to this provision is subject
to the provisions of Section 30.12 hereof.

         For a period of at least [*] following the date of termination or
expiration of this Agreement, C1 and SAP shall keep available for inspection by
SAP or C1 (as applicable) and its representatives for any reasonable purpose
all records, files, documents and correspondence relating to the Joint Offering.

25   TERM & TERMINATION.

     25.1 TERM.

          This Agreement shall remain in full force and effect [*] following
     the Effective Date unless earlier terminated in accordance with this
     Section. This Agreement may be renewed upon the mutual agreement of the
     Parties.


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
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     [*]

     25.3     TERMINATION FOR MATERIAL BREACH.

          Either Party may terminate this Agreement by giving thirty (30) days'
     prior written notice to the other Party upon the occurrence of a material
     breach by such other Party of the terms of this Agreement unless such
     breach is cured within such thirty (30) day period.

     25.4     TERMINATION AS A RESULT OF BANKRUPTCY.

          This Agreement may be terminated by either Party effective immediately
     and without any requirement of notice, in the event that (i) the other
     Party files a petition, in bankruptcy, seeking any reorganization,
     arrangement, composition, or similar relief under any law regarding
     insolvency or relief for debtors, or makes an assignment for the benefit of
     creditors; (ii) a receiver, trustee, or similar officer is appointed for
     the business or property of such Party; (iii) any involuntary petition or
     proceeding, under bankruptcy or insolvency laws, is instituted against such
     Party and not stayed, enjoined, or discharged within sixty (60) days; or
     (iv) the other Party adopts a resolution for discontinuance of its business
     or for dissolution.

     25.5     TERMINATION FOR UNRESOLVED DISPUTES.

          Either Party may terminate this Agreement upon a ninety (90) day prior
     written notice to the other Party if a dispute brought through the
     Executive Committee, Development Committee, or Sales and Marketing
     Committee remains unresolved after completion of the dispute resolution
     procedures identified in Section 11.6.

     25.6     TERMINATION FOR A CHANGE OF CONTROL.

          SAP may terminate this Agreement within three months of the occurrence
     of any of the following transactions by C1 with a Competitor of SAP: (i) a
     merger, consolidation or other business combination or transaction to which
     C1 is a party if the stockholders of C1 immediately prior to the effective
     date of such merger, consolidation or other business combination or
     transaction, as a result of such share ownership, have beneficial ownership
     of voting securities representing less than 50% of the Total Current Voting
     Power of the surviving entity following such merger, consolidation or other
     business combination or transaction; (ii) an acquisition by any person,
     entity or 13D Group of direct or indirect beneficial ownership of voting
     stock of C1 representing 50% or more of the Total Current Voting Power of
     C1; (iii) an acquisition of direct or indirect beneficial ownership of
     voting stock of C1 representing 25% or more of the Total Current Voting
     Power of C1; or (iv) a sale of all or substantially all of the assets of
     C1. If C1 enters into one the transactions described in (i), (ii), (iii) or
     (iv) with a Competitor of SAP and SAP elects to terminate the Agreement
     pursuant to this Section, all the licensing rights provided by SAP to C1
     and by C1 to SAP


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
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     pursuant to this Agreement shall immediately terminate upon the receipt of
     notice by C1 or its successor.

          C1 may terminate this Agreement within three months of the occurrence
     of any of the following transactions by SAP with a Competitor of C1: (i) a
     merger, consolidation or other business combination or transaction to which
     SAPMarkets is a party if the stockholders of SAPMarkets immediately prior
     to the effective date of such merger, consolidation or other business
     combination or transaction, as a result of such share ownership, have
     beneficial ownership of voting securities representing less than 50% of the
     Total Current Voting Power of the surviving entity following such merger,
     consolidation or other business combination or transaction; (ii) an
     acquisition by any person, entity or 13D Group of direct or indirect
     beneficial ownership of voting stock of SAPMarkets representing 50% or more
     of the Total Current Voting Power of SAPMarkets; (iii) an acquisition of
     direct or indirect beneficial ownership of voting stock of SAPMarkets
     representing 25% or more of the Total Current Voting Power of SAPMarkets;
     or (iv) a sale of all or substantially all of the assets of SAP AG or
     SAPMarkets. If SAPMarkets enters into one the transactions described in
     (i), (ii), (iii) or (iv) with a Competitor of C1 and C1 elects to terminate
     the Agreement pursuant to this Section, all the licensing rights provided
     by SAP to C1 and by C1 to SAP pursuant to this Agreement shall immediately
     terminate upon the receipt of notice by C1 or its successor.

     25.7     SURVIVAL.

          Sections 1, 5.1, 5.2, 7.1.1, 7.2.1, 12.1, 13, 14, 15, 17, 18, 19, 21,
     22, 23, 24, 25.7, 25.8, 26, 27, and 30 shall survive any termination of
     this Agreement and remain in full force and effect.

     25.8     LIMITATION ON RIGHT TO TERMINATE LICENSES.

          Except in the event that a Party fails to pay the fees payable under
     Section 13 and except as provided in Section 15.1.2, a Party shall have no
     right whatsoever to terminate or reduce the other Party's license rights
     set forth in Sections 15 (except as provided in Section 15.1.2), 17 and 26
     on the basis of any alleged breach by a Party of any of its obligations
     pursuant to this Agreement or for any other reasons (other than expiration
     pursuant to the terms hereof), except to the extent permitted pursuant to a
     final, non-appealable judgment obtained from a court of competent
     jurisdiction (as set forth in Section 30.12) in litigation between SAP and
     C1. Notwithstanding anything to the contrary set forth in this Agreement,
     in the event one Party ("the injured Party") believes that the other Party
     ("the breaching Party") has breached any obligations under this Agreement,
     other than the payment obligations, [*]. The breaching Party shall be
     entitled to


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
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     seek injunctive relief to prevent the injured Party from terminating or
     limiting such licenses in any way other than as expressly allowed in this
     Section.

26   POST-TERMINATION RIGHTS.

     26.1 C1 POST TERMINATION LICENSE RIGHTS.

          Following any expiration or termination of this Agreement (except for
     a termination pursuant to Section 25.6), SAP shall grant to C1 a
     non-exclusive, limited term object code license (not to exceed three (3)
     years) to resell the SAP Applications and the MarketBuyer Professional
     Edition as part of the Joint Offering and the Professional Editions of the
     Electronic Procurement Application outside the scope of the Joint Offering,
     together with any jointly owned technology, subject to payment by C1 of any
     fee structure in place at the effective date of the termination of this
     Agreement. C1 shall be free to further develop and enhance the jointly
     owned technology for its own account in all respects, shall be entitled to
     full ownership of any C1 separately developed code based on or derived from
     the jointly owned technology, including without limitation any C1
     separately developed modifications and enhancements to the jointly owned
     technology, shall have no duty to account to or pay SAP with respect to any
     use or exploitation of the jointly owned technology, and shall not be
     subject to any limitations on field of use with respect to the jointly
     owned technology. Following any expiration or termination of this
     Agreement, C1 shall have no rights of any kind to any software developed by
     SAP which does not constitute the Joint Offering, the Professional Editions
     of the Electronic Procurement Application, or jointly owned technology.

     26.2     SAP POST TERMINATION LICENSE RIGHTS.

          Following any expiration or termination of this Agreement (except for
     a termination pursuant to Section 25.6), C1 shall grant to SAP a
     non-exclusive, limited term object code license (not to exceed three (3)
     years) to resell the C1 Technology and the Desktop Editions of the
     Electronic Procurement Application as part of the Joint Offering and the
     MarketBuyer Desktop Edition outside the scope of the Joint Offering,
     together with any jointly owned technology, subject to payment by SAP of
     any fee structure in place at the effective date of the termination of this
     Agreement. SAP shall be free to further develop and enhance the jointly
     owned technology for its own account in all respects, shall be entitled to
     full ownership of any SAP separately developed code based on or derived
     from the jointly owned technology, including without limitation any SAP
     separately developed modifications and enhancements to the jointly owned
     technology, shall have no duty to account to or pay C1 with respect to any
     use or exploitation of the jointly owned technology, and shall not be
     subject to any limitations on field of use with respect to the jointly
     owned technology. Following any expiration or termination of this
     Agreement, SAP shall have no rights of any kind to any software developed
     by C1 which does not constitute the Joint Offering, the Desktop Editions of
     the Electronic Procurement Application, and including, without limitation
     the NetMarket Maker Solution, or jointly owned technology.

27       SOURCE CODE ESCROW.


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          Within sixty (60) days after the Effective Date, the Parties shall
     enter into a source code escrow agreement with an escrow agent acceptable
     to both Parties. Each Party shall deposit with the agent its technical
     components and shall name the other Party as beneficiary. Each Party shall
     be responsible for updating the materials in the escrow. The escrow
     agreement shall provide for specific "Release Events" and each Party shall
     be solely responsible for all costs and expenses associated with the escrow
     and the escrow agreement.

     28       GLOBAL TRADING WEB (GTW).

          The mySAP.com Marketplace shall become a member of the Global Trading
     Web ("GTW") and SAP shall promote the GTW as the integrated global trading
     network for marketplaces licensing the Joint Offering, in each case
     provided that SAP and C1 reach mutual agreement on acceptable branding.
     [*]

     29   STATUS.

          29.1    C1 STATUS.

                  In connection with this Agreement, C1 is an independent
         contractor and as such will not have any authority to bind or commit
         SAP. Nothing herein shall be deemed or construed to create a joint
         venture, partnership, fiduciary or agency relationship between the
         Parties for any purpose. C1 shall provide all personnel required to
         perform its obligations hereunder, which personnel may in some
         instances be employees of C1 and in other instances may be independent
         contractors hired by C1 for the purpose of performing specific
         obligations pursuant to this Agreement. In either such event, however,
         C1 shall be responsible to SAP for the completion of the obligations to
         be performed pursuant to this Agreement and the persons performing such
         obligations as representatives of C1 shall perform such obligations
         under the direct control and supervision of C1 rather than SAP. Neither
         C1 nor any of the personnel utilized by C1 in performing its
         obligations under this Agreement shall be entitled to any rights or
         benefits made available to SAP's employees, nor shall such personnel be
         entitled to any direct or indirect compensation or remuneration of any
         kind from SAP as a result of the performance of this Agreement, except
         for C1's obligations to pay fees to SAP as per Section 13, and C1 shall
         be responsible for the compensation of such personnel.

         29.2     SAP STATUS.

                  In connection with this Agreement, SAP is an independent
         contractor and as such will not have any authority to bind or commit
         C1. Nothing herein shall be deemed or construed to create a joint
         venture, partnership, fiduciary or agency relationship between the
         Parties for any purpose. SAP shall provide all personnel required to
         perform its obligations hereunder, which personnel may in some
         instances be employees of SAP and in other instances may be independent
         contractors hired by SAP for the purpose of performing specific
         obligations pursuant to this Agreement. In either such event, however,
         SAP shall be responsible to C1 for the completion of the obligations to
         be performed pursuant to this Agreement and the


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     persons performing such obligations as representatives of SAP shall perform
     such obligations under the direct control and supervision of SAP rather
     than C1. Neither SAP nor any of the personnel utilized by SAP in performing
     its obligations under this Agreement shall be entitled to any rights or
     benefits made available to C1's employees, nor shall such personnel be
     entitled to any direct or indirect compensation or remuneration of any kind
     from C1 as a result of the performance of this Agreement, except for SAP's
     obligations to pay fees to C1 as per Section 13, and SAP shall be
     responsible for the compensation of such personnel.

30   MISCELLANEOUS.

     30.1     OTHER REMEDIES CUMULATIVE.

          Except where otherwise specified, the rights and remedies granted to a
     Party under this Agreement are cumulative and in addition to, and not in
     lieu of, any other rights or remedies which the Party may possess at law or
     in equity, including, without limitation, rights or remedies under
     applicable patent, copyright, trade secret or proprietary rights laws,
     rules or regulations.

     30.2     PUBLIC COMMUNICATIONS.

          No public announcements or public disclosure regarding this
     relationship shall be made without the prior written agreement of the
     Parties. The Parties will agree upon a joint press release upon the
     conclusion of this Agreement or at such other time as the Parties may
     mutually determine and agree.

     30.3     SECTION 365(N) OF BANKRUPTCY CODE.

          All rights and licenses granted under or pursuant to this Agreement by
     C1 to SAP or by SAP to C1 are, and shall otherwise be deemed to be, for
     purposes of Section 365(n) of the United States Bankruptcy Code, 11 U.S.C.
     Section 101, et seq. (the "Bankruptcy Code"), licenses of rights to
     "intellectual property" as defined under Section 101(56) of the Bankruptcy
     Code. The Parties agree that C1 and SAP, as licensees of such rights and
     licenses, shall retain and may fully exercise all of their respective
     rights and elections under the Bankruptcy Code; provided such Party abides
     by the terms of this Agreement.

     30.4     CONSTRUCTION.

          All references in this Agreement to "Articles," "Article,"
     "Attachments," "Section" and "Sections" refer to the articles, sections and
     exhibits of this Agreement. As used in this Agreement, neutral pronouns and
     any variations thereof shall be deemed to include the feminine and
     masculine and all terms used in the singular shall be deemed to include the
     plural, and vice versa, as the context may require. The words "hereof,"
     "herein" and "hereunder" and other words of similar import refer to this
     Agreement as a whole, as the same may from time to time be amended or
     supplemented, and not to any subdivision contained in this Agreement. The
     word "including" when used herein is not intended to be exclusive and means
     "including, without limitation." The words "sell" or "sold" when used


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     herein is not intended as a sale of goods pursuant to the terms of the U.N.
     Convention on Contracts for the International Sale of Goods and when used
     with respect to software shall be considered a license and no transfer of
     title to software shall be implied thereby.

     30.5     ASSIGNMENT.

          Except as set forth in this Section, neither Party shall transfer or
     assign its rights or obligations under this Agreement without the prior
     written consent of the other Party and any purported assignment in
     violation of the foregoing shall be null and void provided that SAP AG and
     SAPMarkets shall be free, without C1's consent, to allocate between them
     any ownership interests they may have in and to any technology developed by
     SAP pursuant to this Agreement. Either Party shall have the right to assign
     this Agreement, as a whole, to any successor in interest to all or
     substantially all of such Party's business or assets, whether by merger,
     reorganization, asset sale or otherwise, subject to the provisions of
     Section 25.6. Subject to the foregoing, this Agreement will be binding upon
     and inure to the benefit of the Parties hereto, their successors and
     assigns.

     30.6     NO IMPLIED WAIVERS.

          The delay or failure by either Party to exercise or enforce any of its
     rights under this Agreement shall not constitute or be deemed a waiver of
     that Party's right thereafter to enforce those rights, nor shall any single
     or partial exercise of any such right preclude any other or further
     exercise thereof or the exercise of any other right.

     30.7     SEVERABILITY.

          If any term or provision of this Agreement is found by a court of
     competent jurisdiction to be invalid, illegal or otherwise unenforceable,
     the same shall not affect the other terms or provisions hereof or the whole
     of this Agreement, but such term or provision shall be deemed modified to
     the extent necessary in the court's opinion to render such term or
     provision enforceable, and the rights and obligations of the Parties shall
     be construed and enforced accordingly, preserving to the fullest
     permissible extent the intent and agreements of the Parties herein set
     forth.

     30.8     FORCE MAJEURE.

          Except for payment of monies, neither Party shall be liable for
     failure to fulfill its obligations under this Agreement or any statement of
     work or amendment hereunder for delays in delivery due to causes beyond its
     reasonable control, including, but not limited to, acts of God, man-made or
     natural disasters, earthquakes, fire, riots, flood, strikes or acts of war.
     The time for performance of any such obligation shall be extended for the
     time period lost by reason of the delay.

     30.9     HEADINGS.


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          Headings of Sections and Sub-Sections herein are inserted for
     convenience of reference only and shall not affect the construction or
     interpretations of this Agreement.

     30.10    NOTICE.

          Any notice or other communication given pursuant to this Agreement
     shall be in writing and shall be effective either when delivered personally
     to the Party for whom intended, or five (5) days following deposit of the
     same into the United States mail (certified mail, return receipt requested,
     or first class postage prepaid), facsimile (with confirmation of delivery)
     or overnight delivery services ( with confirmation of delivery), addressed
     to such Party at the address set forth on the initial Page of this
     Agreement. Either Party may designate a different address by notice to the
     other given in accordance herewith.

     30.11    GOVERNING LAW.

          This Agreement shall be governed by and construed in accordance with
     the laws of New York, without giving effect to conflict of laws rules. The
     Parties expressly agree to exclude the application of the U.N. Convention
     on Contracts for the International Sale of Goods (1980) to this Agreement
     and the performance of the Parties contemplated herein, to the extent that
     such convention might otherwise be applicable.

     30.12    EXCLUSIVE JURISDICTION.

          Any dispute or claim arising out of or in relation to this Agreement,
     or the interpretation, making, performance, breach or termination thereof,
     shall be subject to the exclusive jurisdiction of a federal or state court
     located in New York City, NY. The Parties may apply to any court of
     competent jurisdiction for temporary or preliminary injunctive relief,
     without breach of this Section 30.12.

     30.13    ENTIRE AGREEMENT.

          This Agreement sets forth the entire understanding between the Parties
     hereto and supersedes all prior agreements, arrangements and
     communications, whether oral or written, with respect to the subject matter
     hereof.

     30.14    CONFLICTING TERMS.

          The Parties agree that the terms and conditions of this Agreement
     shall prevail, notwithstanding contrary or additional terms, in any
     purchase order, sales acknowledgment, confirmation or any other document
     issued by either Party effecting the purchase and/or sale of the Joint
     Offering.

     30.15    AMENDMENT BY WRITTEN AGREEMENT ONLY.

          Neither this Agreement nor any statement of work may be modified or
     amended except by the mutual written agreement of the Parties. No waiver of
     any provision of this


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     Agreement shall be effective unless it is in writing and signed by the
     Party against which it is sought to be enforced.

     30.16    STANDARD TERMS OF A PARTY.

          No terms, provisions or conditions of any purchase order,
     acknowledgment or other business form that a Party may use in connection
     with the acquisition or licensing of the software will have any effect on
     the rights, duties or obligations of the Parties under, or otherwise
     modify, this Agreement, regardless of any failure of a Party to object to
     such terms, provisions or conditions.

     30.17 EXPORT OF SOFTWARE.

          A Party may not export or re-export the Software without the prior
     written consent of the other Party and without the appropriate United
     States, German and other foreign government licenses, as applicable.

     30.18 EXPORT CONTROL.

          Each Party understands and acknowledges that the other Party is
     subject to regulation by various applicable jurisdictions, including, the
     Federal Republic of Germany and agencies of the United States Government,
     including, but not limited to, the U.S. Department of Commerce, which
     prohibit export or diversion of certain products and technology to certain
     countries. Any and all obligations of C1 to C1 Technology, as well as any
     other technical information or assistance of SAP to provide the Joint
     Offering as well as any other technical information or assistance shall be
     subject in all respects to such laws and regulations as shall from time to
     time govern the license and delivery of technology and products abroad by
     persons subject to the jurisdiction of the United States, including without
     limitation the U.S. Export Administration Act of 1979, as amended, any
     successor legislation, and the Export Administration Regulations issued by
     the U.S. Department of Commerce, Bureau of Export Administration and all
     other applicable jurisdictions. Each Party agrees to cooperate with the
     other including without limitation, providing required documentation, in
     order to obtain export licenses or exemptions therefrom. Each Party
     warrants that it will comply with the U.S. Export Administration
     Regulations and any other applicable laws and regulations governing exports
     in effect from time to time.

     30.19 GOVERNMENTAL APPROVALS.

          Each Party represents and warrants that it has obtained or will obtain
     all required approvals of the applicable government worldwide in connection
     with this Agreement and that the provisions of this Agreement and the
     rights and obligations of the Parties hereunder, are enforceable under the
     applicable laws. If a Party deems that, in order to ensure compliance with
     antitrust laws, it is necessary to effect a notification of this Agreement
     to any competent antitrust authority (including, without limitation, a
     notification to the European Commission under Regulation 17/62), then the
     Parties shall cooperate to effect such notification provided nothing herein
     shall be construed to create any obligation for a


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     Party to effect such notification if such Party believes, or has reason to
     believe, that such notification is or may be contrary to its legal
     interests.

     30.20 COUNTERPARTS.

          This Agreement may be executed in counterparts, each of which so
     executed will be deemed to be an original and such counterparts together
     will constitute one and the same agreement.

     30.21    NON-SOLICITATION.

          The Parties acknowledge and agree that the employees and consultants
     of a Party who perform the development services or other services are a
     valuable asset to such Party and are difficult to replace. Accordingly, the
     Parties agrees that, for a period of twelve (12) months after termination
     of this Agreement, neither C1 nor SAP will solicit for employment as an
     employee, independent contractor, or consultant to any of the other Party
     employees or consultants who perform any of the development services or
     other material services pursuant to this Agreement.

     30.22    FCPA.

          In conformity with the United States Foreign Corrupt Practices Act and
     with their established corporate policies regarding foreign business
     practices, the Parties and their employees and agents shall not directly or
     indirectly make an offer, payment, promise to pay, or authorize payment, or
     offer a gift, promise to give, or authorize the giving of anything of value
     for the purpose of influencing an act or decision of an official of any
     foreign or the United States Government (including a decision not to act)
     or inducing such a person to use his influence to affect any such
     governmental act or decision in order to assist a Party in obtaining,
     retaining or directing any such business.

     30.23    LANGUAGE.

          This Agreement has been executed in the English language only, which
     language shall be controlling in all respects, and all versions hereof in
     any other language shall not be binding on the Parties hereto. All
     communications and notices to be made or given pursuant to this Agreement
     shall be made in the English language.


                                               [SIGNATURE Page  FOLLOWS]


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

Commerce One, Inc.                       SAPMarkets, Inc.

By:            Mark Hoffman              By:            Mayur Shah
   ------------------------------------     -----------------------------------

Signature: /s/ Mark Hoffman              Signature: /s/ Mayur Shah
          -----------------------------            ----------------------------

Title:   Chief Executive Officer         Title:    President
      ---------------------------------        --------------------------------



SAP AG                                   SAP AG

By:            Henning Kagermann         By:            Michael Juuge
   ------------------------------------     -----------------------------------

Signature: /s/ Henning Kagermann         Signature: /s/ Michael Juuge
          -----------------------------            ----------------------------

Title:   Co-Chairman and CEO             Title:    Head of Legal Dept.
      ---------------------------------        --------------------------------


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                             EXHIBIT A: DEFINITIONS.


When used in this Agreement, the following terms have the indicated meanings:

"AGREEMENT" refers to this Strategic Alliance Agreement.

"AFFILIATE" means a company or division thereof in which a Party has an equity
interest of at least fifty percent (50%), SAP Turkey, and the entities listed in
Exhibit G provided that under no circumstances rights granted pursuant to this
Agreement to an Affiliate of a Party to this Agreement shall extend to the other
shareholders of such Affiliate (if such extension is mandatory pursuant to local
laws, then such Affiliate shall not be granted any rights, including, without
limitation, licensing rights and shall be considered for purposes of this
Agreement a simple distributor).

"ALTERNATIVE TECHNOLOGIES" means technology being developed by C1 and/or SAP
which may be offered as alternative solutions as part of the Joint Offering,
provided such alternative solutions are identified and mutually agreed by the
Parties in advance in accordance with a mutually agreed procedure.

"AUCTION TECHNOLOGY" means the technology developed and provided by C1 set forth
in Exhibit C-1 which facilitates the sale of goods or services through a forward
or reverse auction marketplace. Each Party acknowledges that the definition of
Auction Technology shall not include further functionality which may be
developed by either C1 or SAP.

"BENEFICIALLY OWNED" shall have the meaning set forth in Rule 13d-3 of the rules
and regulations promulgated under the Exchange Act.

"B2B PROCUREMENT" means the hosted and enterprise version of SAP B2B procurement
product.

"BUSINESS DAY" means a day (excluding Saturdays) on which banks are generally
open for business in the U.S.A and Germany.

"BUYSITE SOFTWARE" means the hosted and enterprise version of C1 BuySite
Software.

"C1 EXCLUSIVE TERRITORIES" means the territories and Industry Verticals listed
in the Exhibit E.

"C1 TECHNOLOGY" means the technology and any related technical components,
including auction technology, provided by C1 as part of the Joint Offering
pursuant to Section 3 (Joint Offering Description) and as described and
identified in Exhibit C-1, Exhibit C-2 and the Joint Development Agreement.

"CODE" means computer programming code.

"COMMON BUSINESS LANGUAGE (CBL) XML SCHEMA TECHNOLOGY" means a set of XML
building blocks and a document framework that allows the creation of
schema-based XML documents for electronic commerce.


                                     Page 58
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                                                                   CONFIDENTIAL

"COMPETITOR" means (a) [*] any person in which any of the persons set forth in
clause (a) own more than twenty percent (20%) of the Total Current Voting Power
of such person or (c) any person with which any of the persons set forth in
clause (a) have a strategic alliance or similar agreement that provides for the
joint offering of a solution that substantially competes with the Joint
Offering.

"CONFIDENTIAL INFORMATION" shall have the meaning assigned to it in Section
23.1.

"DEVELOPMENT EFFORT" means the development work to be performed pursuant to the
Joint Development Agreement.

"DOCUMENTATION" means any on-line help files and/or written instruction manuals
regarding the use of product or technology.

"EFFECTIVE DATE" means the date this Agreement is executed by all Parties.

"ENTERPRISEBUYER DESKTOP EDITION" means the electronic procurement application
set forth and described in Exhibit C-2.

"ENTERPRISEBUYER PROFESSIONAL EDITION" means the electronic procurement
application set forth and described in Exhibit C-2.

"ENTERPRISEBUYER SUITE" means the licensing by the Parties of the
EnterpriseBuyer Desktop Edition and EnterpriseBuyer Professional Edition
together during Phase I only and as set forth in Exhibit C-2.

"ELECTRONIC PROCUREMENT APPLICATIONS" means the EnterpriseBuyer Desktop Edition,
EnterpriseBuyer Professional Edition, MarketBuyer Desktop Edition and the
MarketBuyer Professional Edition. The EnterpriseBuyer Desktop Edition and the
MarketBuyer Desktop Edition are referred to herein as the Desktop Editions of
the Electronic Procurement Applications and the EnterpriseBuyer Professional
Edition and the MarketBuyer Professional Edition are referred to herein as the
Professional Editions of the Electronic Procurement Applications.

"ESTABLISHED MARKETPLACES" shall mean in the case of C1, those Marketplaces
identified in Exhibit E-2, and in the case of SAP, those Marketplaces identified
in Exhibit E-2.

"EXISTING COMMITMENTS" means any executed contract, letter of intent, memorandum
of understanding, or other similar agreement, whether binding or not, provided
that such agreement has been announced prior to the Effective Date of this
Agreement.

"GLOBAL TRADING WEB (GTW)" means the world-wide business to business trading
community comprised of open e-marketplaces running on the Commerce One
MarketSite Portal solution.


[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.


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"INDUSTRY VERTICAL" means a large scale trade exchange Marketplace Portal,
including, but not limited to, GM TradeExchange and Energy.

"INTELLECTUAL PROPERTY RIGHTS" means any patent rights, copyrights, trade
secrets, trade names, service marks and any other similar rights or intangible
assets recognized under any laws, or international conventions and in any
country or any jurisdiction in the world, as intellectual creations to which
rights of ownership accrue, and all registrations, applications, disclosures,
renewals, extensions, continuations or reissues of the foregoing now or
hereafter in force.

"INTELLECTUAL PROPERTY TERRITORIES" means all the Territories that are (i)
members of the Berne Convention, (ii) members of the Paris Convention, or (iii)
members of TRIPS.

"JOINT DEVELOPMENT AGREEMENT" means that the Joint Development Agreement to be
executed by the Parties within thirty (30) days from the Effective Date.

"JOINT DEVELOPMENT TEAM" means one or more resources of the Parties or a
Development Partner which are tasked to complete some element or elements of the
Development Effort.

"JOINT OFFERING" shall have the meaning set forth in Section 3.1.

"LEADING DEVELOPMENT EXECUTIVES" means the two persons at C1 or SAP responsible
for the management or oversight of the C1 Technology, SAP Applications or Joint
Offering.

"LEADING SALES AND MARKETING EXECUTIVES" means the two persons at C1 or SAP
responsible for the management or oversight of the respective sales and
marketing teams.

"LICENSE FEES" means [*] The Parties agree that certain third party products
which are not part of the C1 Technology and the SAP Applications and which are
licensed to the customer at fair market value are excluded from the definition
of License Fees. The Parties agree to discuss the subtraction of any third
party royalties or referral fees payable on a case-by-case basis from the
aggregate License Fees payable to the other Party upon the license of the Joint
Offering, the EnterpriseBuyer Desktop Edition or the EnterpriseBuyer
Professional Edition. [*]

"MARKETBUYER DESKTOP EDITION" means the electronic procurement application set
forth and described in Exhibit C-2.

"MARKETBUYER PROFESSIONAL EDITION" means the electronic procurement application
set forth and described in Exhibit C-2.

 "MARKETPLACE PORTAL" means exchange-based business-to-business electronic
marketplace portals, whether or not such exchanges are external
revenue-generating businesses or private non-revenue generating portals. The
term Marketplace Portals shall exclude (i) the term "Net Market Maker"


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                                                                    CONFIDENTIAL

which shall be defined as C1's hosted buying service that is not integrated with
C1's MarketSite software, and (ii) enterprise intranet environments in which the
business partners of an SAP customer are allowed to interact with such SAP
customer by accessing the enterprise version of my SAP.com software.

"MARKETSITE SOFTWARE" means version 3.2 of the MarketSite software (and
subsequent versions released during the term of this Agreement) as described in
the documentation generally provided with such software.

"MRO" means maintenance, repair and operating goods or services.

"NETMARKET MAKER SOLUTION" means the version [1.0] of the NetMarket Maker
software (and subsequent versions released during the term of this Agreement) as
described in the documentation generally provided with such software.

"NET MARKET MAKER" means the entity licensing the NetMarket Maker Solution.

"OBJECT CODE" means the binary machine-executable form of Code, including object
files, libraries, executable program, scripts and HTML Page s.

"PARTIES" refers to SAP AG, SAPMarkets, and C1 while "Party" refers to anyone of
them or in the case of SAP AG and SAPMarkets to both of them.

"PHASE I" means the period starting on the Effective Date and ending on the
later of 01/01/01 or the date the Joint Offering is commercially available..

"PHASE II" means the period starting on the later of 01/01/01 or the date the
Joint Offering is commercially available and ending three (3) years from the
date of termination of this Agreement.

"PRIVATE ENTERPRISE PORTALS" means a portal for a specific customer (and its
direct distributors, franchisees and similar business partners) which is not
used to generate revenues independently.

"PROFESSIONAL USER" means those individuals authorized to access the
Professional Editions of the Electronic Procurement Applications to execute
purchases associated with direct goods, vendor and contract maintenance,
strategic sourcing, material planning, and material, repair and overhaul (MRO).

"REQUISITE CATALOG ENGINE SOFTWARE" means the catalog described in Exhibit C-1.

"REQUISITION USER(S)" means those individuals authorized to access any of the
Electronic Procurement Applications solely to submit requisitions, bid
invitations and/or request for proposals transactions.

"REVENUE SHARE" means [*]


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"RMP" refers to Regional Marketplace Provider or Global Marketplace Partners.

"SAP" refers to SAP AG and SAPMarkets, Inc.

"SAP APPLICATIONS" means the applications and any related technical components
provided by SAP as part of the Joint Offering pursuant to Section 3 (Joint
Offering Description) and as described and identified in Exhibit C-1, Exhibit
C-2 and the Joint Development Agreement.

"SOURCE CODE" means the human-readable form of Code.

"SOURCE CODE ESCROW" shall have the meaning assigned to it in Section 27.

"EXECUTIVE COMMITTEE" shall have the meaning attributed to it in Section 9.

"SUBSIDIARY" means a company or division thereof whose equity is one hundred
percent (100%) owned by a Party.

"TOTAL CURRENT VOTING POWER" means, with respect to any entity, at the time of
determination of Total Current Voting Power, the total number of votes which may
be cast in the election of members of the board of directors of the corporation
if all securities entitled to vote in the election of such directors are present
and voted (or, in the event the entity is not a corporation, the governing
members, board or other similar body of such entity).

"UPDATE" means a version of the software consisting of corrections and minor
functional enhancements to the prior version of the software. Updates are
registered by means of a change of the number to the right of the decimal point,
e.g. 3.0 >> 3.1.

"UPGRADE" means a version of the software in which substantial new functionality
or other substantial changes to the prior version of the software. Upgrades are
registered by means of a change of the number to the left of the decimal point,
e.g. 3.0 >> 4.0.

"USER INTERFACE" means the interface used by end-users in accessing the Joint
Offering.

"VOTING STOCK" means shares of the C1's common stock and any other securities of
C1 having the ordinary power to vote in the election of members of the Board of
Directors of C1.

"13D GROUP" means any group of persons formed for the purpose of acquiring,
holding, voting or disposing of Voting Stock which would be required under
Section 13(d) of the Exchange Act, and the rules and regulations promulgated
thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the
rules and regulations promulgated under the Exchange Act or a Schedule 13G of
the rules and regulations promulgated under the Exchange Act pursuant to Rule
13d-1(c) of the rules and regulations promulgated under the Exchange Act with
the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act
if such group Beneficially Owned Voting Stock representing more than 5% of any
class of Voting Stock then outstanding.



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[*]

                                  See Attached


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                                                                         Page 1

<PAGE>

                                                                    CONFIDENTIAL

<TABLE>

<S>                                                                          <C>
[*]

</TABLE>

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<TABLE>

<S>                                                                          <C>
[*]
</TABLE>


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<PAGE>

                                                                   CONFIDENTIAL

                          EXHIBIT F: SUPPORT AGREEMENT.
                          ----------------------------


SCOPE

     SAP and C1 will cooperate together to provide support solutions for the
     joint marketplace solution.

GEOGRAPHIC SCOPE

     The geographic scope of this agreement extends to all countries in which
     the SAP/C1 joint marketplace software is installed.

PRINCIPLE COMMITMENTS

     The support of the joint marketplace solution will be organized as follows:
     Level 1 is done by the customer, level 2 and level 3 see section `Support
     Level and Support Responsibilities'.

TERMS
     The parties named herewith agree to abide by the framework of cooperation
     outlined in this document. The parties agree to engage best effort in their
     endeavors to provide satisfactory services to the end-user on the joint
     marketplaces.
     Regular reviews will be held on a monthly basis among the Global Support
     Managers of C1 and SAP to evaluate and improve upon the service performance
     of the undersigned. The parties agree to review the terms and conditions of
     their respective support obligations within sixty (60) days from the
     Effective Date of the Agreement.

AVAILABILITY
     The interface to the marketplace support is made available to the end-users
     via the support button, hotline or e-mail address on the marketplace.
     Support operation is available 7x24 hours for priority level one (very
     high). For all other priority levels the support operation is available
     5x12 hours.

LANGUAGES OF SUPPORT

     Level 2 provides support in local language if the local language is
     supported by the joint solution. All cases that are transferred between SAP
     and C1 are in English. Translation into English will be done by the party
     who transfers the call.


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CASE PRIORITIES
<TABLE>
<CAPTION>

       ---------------------------------------------------------------------------------------------------------
       PRIORITY      PRIORITY NAME             PRIORITY DEFINITION
       LEVEL
       ---------------------------------------------------------------------------------------------------------
            <S>      <C>                       <C>
             1       Very High                 Vital business processes (e.g. Server/critical workflow down).
                                               A case is to be set as "Very High" when there is a breakdown of
                                               vital business processes on the Marketplace. The case requires
                                               immediate processing as the breakdown can result in significant
                                               financial losses.
       ---------------------------------------------------------------------------------------------------------
             2       High                      Major functional issue (e.g.  workflows down,  login). A case is
                                               to be set as "high" when there is a major  disruption  of normal
                                               business processes.
       ---------------------------------------------------------------------------------------------------------
             3       Medium                    Minor functional issue (e.g.  content,  bad links). A case is to
                                               be set as "medium"  when there is a minor  disruption  of normal
                                               business processes.
       ---------------------------------------------------------------------------------------------------------
             4       Low                       General information or request
       ---------------------------------------------------------------------------------------------------------
</TABLE>

SUPPORT LEVELS

     The Support for the joint solution is organized within three levels.
<TABLE>
<CAPTION>

       ---------------------------------------------------------------------------------------------------------
             SUPPORT LEVELS       SUPPORT TASKS
       ---------------------------------------------------------------------------------------------------------
             <S>                  <C>
                Level 1           o        Solve `how to' questions
                                  o        Solve system questions
                                  o        Search notes
                                  o        Clarify the problem
                                  o        Reproduce the problem
                                  o        Provide solution if possible
                                  o        Forward unsolved cases to level 2
       ---------------------------------------------------------------------------------------------------------
                Level 2           o        Analyse problem
                                  o        Determine component(s)
                                  o        Propose workaround
                                  o        Determine impact on the business
                                  o        Translate case into English, if it is passed to SAP or C1
                                  o        Provide solution if possible
                                  o        Forward unsolved cases to appropriate group in level 3
       ---------------------------------------------------------------------------------------------------------
                Level 3           o        Fix bugs and create notes
                                  o        Deliver final resolution
                                  o        Translate case into English, if it is passed to SAP or C1
       ---------------------------------------------------------------------------------------------------------
</TABLE>

SUPPORT RESPONSIBILITIES


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<TABLE>
<CAPTION>
       ------------------------------------------------------------------------------------------------
       SUPPORT LEVEL                            RESPONSIBILITY
       ------------------------------------------------------------------------------------------------
       <S>                                      <C>
       Level 1                                  Customer
       ------------------------------------------------------------------------------------------------
       Level 2                                  See appendix A
       ------------------------------------------------------------------------------------------------
       Level 3                                  See appendix A
       ------------------------------------------------------------------------------------------------
</TABLE>

     The standard support interface to the customer is support level 2, if
     necessary level 3 will contact the customer directly. The case distribution
     between SAP and C1 depends on the component owner which is listed in
     Appendix B.

RESPONSE TIMES

       a) Response times to the customer
<TABLE>
<CAPTION>

       ------------------------------------------------------------------------
       PRIORITY LEVEL        RESPONSE TIME FROM JOINT SUPPORT (IN HOURS)
                <S>                      <C>
       ------------------------------------------------------------------------
                 1                                  [*]
       ------------------------------------------------------------------------
                 2                                  [*]
       ------------------------------------------------------------------------
                 3                                  [*]
       ------------------------------------------------------------------------
                 4                                  [*]
       ------------------------------------------------------------------------
</TABLE>

     The response times are calculated during availability hours only.

     b) Response times between SAP and C1

     SAP and C1 make best efforts to achieve the response times (see section
     response times a)). If it is necessary to transfer the case between SAP and
     C1 this happens as soon as possible, so that the other party has sufficient
     time for a resolution or an action plan. Both parties shall use reasonable
     efforts to assist the other party in resolving the customer cases.

ESCALATION PROCEDURES

     Escalation criteria The escalation procedure ("ESCALATION") will be
     followed if either party believes a Customer situation requires additional
     attention by the other party to resolve the problem. Escalation is
     triggered by the Customer or either party when:

     a.   the Customer is not satisfied with the progress of an issue; and
     b.   there is a significant impact to business operations or project
          implementation; and
     c.   high levels of Customer anxiety exist.

Escalation processes

     Either party's Escalation contact (see appendix D) or support consultant
     may call the other party's Escalation contact. The parties agree that
     escalation contacts (see appendix D) shall be available on a 24 hours, 7
     days a week basis to handle emergency situations. Once a party requests
     Escalation a


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MUTUAL ACTION PLAN will be developed which defines the steps to resolve the
customer's problem. The steps are at minimum:

          a. address resources or increase them if already addressed,
          b. define responsibilities for each action,
          c. expected completion date of each action,
          d. Contingency/next steps if desired results are not achieved.

This action plan will be modified by mutual agreement among the designated
contacts as required by the situation.

The parties agree that on each party's reasonable request the other party shall
send support personnel to customer's site [*] to resolve escalated customer
cases. Such personnel shall be skilled in the minimum set of training described
in appendix C. [*]

When the customer states the problem is resolved or the situation no longer
requires Escalation, the Escalation is closed. Each party will exchange with the
other party the final reports summarizing the actions taken and results of these
actions, likelihood of problem recurrence and recommended future actions.

CALL TRACKING SYSTEM

     SAP and C1 will respectively provide access to their call tracking systems
     with the task that cases may be exchanged worldwide.

TECHNICAL SUPPORT INFORMATION DATABASE

     SAP and C1 will respectively provide access to their Technical Support
     Information Database. Each party posts any information about available
     patches and /or fixes into the table definitions. Each party shall grant
     the other party free of charge the right to those portions of its
     technical/support information database that are required for the
     fulfillment of the support duties. Neither party may license, transfer,
     sell, loan, distribute or otherwise provide the other party's
     technical/support information database or any portion thereof, to any third
     party, unless expressly agreed to in writing in advance by the parties.

PROACTIVE SERVICES/MONITORING/REMOTE CONNECTIVITY

     SAP and C1 analyze rules and architecture for the integration of the
     existing proactive service tools, methods and technologies. The parties
     work together on the development of an integrated solution which has to be
     available no later than one year from the date of this agreement.

TRAINING

     SAP and C1 agree that there is a minimum set of training described in
     appendix C. Each party provides one desk space in each major support
     center.

REQUIRED SUPPORT-SPECIFIC INFORMATION


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     When a case is transferred between the parties, the following information
     is provided

GENERAL CUSTOMER INFORMATION:
o         Name of the customer company
o         Name of the person reporting the problem.
o         Phone/Fax number of this contact person

PROBLEM-SPECIFIC INFORMATION:
o        Software Release
o        Database type and release
o        System type (production, test system)
o        Description of impact to customer
o        Problem description
o        Description of initial problem analysis
o        Attachments
         | |  trace information, dumps
         | |  console information, system to system case analysis
         | |  notes sent to customer
o        name and phone number of support consultant transferring the call


SUPPORT CONTACTS


          SAP and C1 have defined support contacts for general information
          exchange and escalations. The contacts are listed in appendix D.

TERM

          This agreement is valid unless SAP and C1 mutually agree to change
          this Exhibit. Changes to this Exhibit shall be mutually agreed upon in
          writing by the parties.

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DEFINITIONS

<TABLE>
<CAPTION>

       -------------------------------------------------------------------------
       TERM                      DEFINITION
       -------------------------------------------------------------------------
<S>                              <C>
       Case                      A case is a valid request for technical support
                                 raised via the hotline, e-mail or support
                                 request form on the portal. This is an incident
                                 starting with the complete or partial
                                 malfunction of an element of the joint
                                 solution.
       -------------------------------------------------------------------------
       Action plan               An action plan contains the steps to be
                                 taken towards a solution. An action plan always
                                 includes timeframes.
       -------------------------------------------------------------------------
       Response time             This is the period of time in which an action
                                 plan or resolution is provided.
       -------------------------------------------------------------------------
</TABLE>


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APPENDIX A: SUPPORT RESPONSIBILITIES

<TABLE>
<CAPTION>
-------------------------- ------------------------ ------------------------ ------------------------
PRODUCT                    LEVEL 1                  LEVEL 2                  LEVEL 3
-------------------------- ------------------------ ------------------------ ------------------------
<S>                        <C>                      <C>                      <C>
[*]
-------------------------- ------------------------ ------------------------ ------------------------
</TABLE>


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APPENDIX C: MINIMUM SET OF TRAINING

<TABLE>
<CAPTION>
----------------------------------- -------------------------------- --------------------------------
TRAINING                            PROVIDED BY SAPMARKETS           PROVIDED BY C1
<S>                                 <C>                              <C>
----------------------------------- -------------------------------- --------------------------------
EnterpriseBuyer Desktop Edition                                      X
----------------------------------- -------------------------------- --------------------------------
Content                                                              X
----------------------------------- -------------------------------- --------------------------------
Marketsite                                                           X
----------------------------------- -------------------------------- --------------------------------
EnterpriseBuyer                     X
Professional Edition
----------------------------------- -------------------------------- --------------------------------
Internet Sales                      X
----------------------------------- -------------------------------- --------------------------------
CRM                                 X
----------------------------------- -------------------------------- --------------------------------
Call Tracking System                X                                X
----------------------------------- -------------------------------- --------------------------------
Dynamic Pricing                     X
----------------------------------- -------------------------------- --------------------------------
Business Connector                  X
----------------------------------- -------------------------------- --------------------------------
</TABLE>


                                     Page 83
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APPENDIX D: SUPPORT CONTACTS

SAP

         Global Support Contact: [*] +49 6227 7-40363
         Regional Support Contact Europe: [*] +49 6227 7-46766
         Regional Support Contact U.S. : [*] +1 650-849-4307
         Escalation Contact: [*] +49 6227 7-64742


C1

         Global Support Contact: [*] +1 925 8192028
         Regional Support Contact Europe:  [*] +33 492292875
         Regional Support Contact U.S. : [*] +1 9255206001
         Regional Support Contact Asia Pacific: [*] +61 392255009
         Escalation Contact: [*] +1 9255205949


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</TEXT>
</DOCUMENT>
