COMMERCE ONE INC
EXHIBIT 10.25.1
<DOCUMENT>
<TYPE>EX-10.25-1
<SEQUENCE>3
<FILENAME>a2041680zex-10_251.txt
<DESCRIPTION>EXHIBIT 10.25.1
<TEXT>

<PAGE>

                                                                 EXHIBIT 10.25.1

                     FIRST AMENDED RELOCATION LOAN AGREEMENT

         THIS RELOCATION LOAN AGREEMENT ("Agreement") is entered into as of the
31st day of January, 2001, by and between COMMERCE ONE, INC., a Delaware
corporation (the "Company"), and ROBERT M. KIMMITT, a married man ("Employee").

                                    RECITALS

         A.     Employee has accepted an offer of employment with the Company
as its President.

         B.     In accepting an offer of employment with the Company, Employee
has found it necessary to relocate his principal place of residence.

         C.     To aid Employee in such relocation, the Company has lent to
Employee the amount of FIVE MILLION DOLLARS ($5,000,000.00) (the "Loan"), which
amount has been used by Employee for the sole purpose of purchasing a new
residence located at 509 Hale Street, Palo Alto, County of Santa Clara, State of
California (the "Property").

         D.     The parties hereto wish to clarify and restate certain aspects
of the Loan and the related documents.

         NOW, THEREFORE, the Company and Employee agree as follows:

                                    AGREEMENT

         1.     PROMISSORY NOTE: Concurrently upon execution of this Agreement,
Employee and Employee's spouse, Holly S. Kimmitt ("Employee's Spouse") shall
execute and deliver to the Company the following: (i) one (1) First Amended and
Restated original Promissory Note Secured by Deed of Trust in the amount of
(FIVE MILLION DOLLARS ($5,000,000.00)) in substantially the same form as EXHIBIT
A attached hereto, with all uncompleted information fully completed (the
"Note"); and (ii) Employee shall execute a Certificate of Employee in
substantially the same form as EXHIBIT B attached hereto.

         2.     DEED OF TRUST: Employee and Employee's Spouse have executed and
delivered to the Company one (1) original, validly acknowledged First Amended
Deed of Trust with Assignment of Rents on the Property, securing the Note, in
the same form as EXHIBIT C attached hereto, with all uncompleted information
fully completed (the "Deed of Trust"). The Deed of Trust contains, among others,
the following provision:

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         If the trustor shall sell, convey or alienate said property, or any
part thereof, or any interest therein, or shall be divested of his title or any
interest therein in any manner or way, whether voluntarily or involuntarily,
without the written consent of the beneficiary being first obtained, beneficiary
shall have the right, at its option, except as prohibited by law, to declare any
indebtedness or obligations secured hereby, irrespective of the maturity date
specified in any note evidencing the same, immediately due and payable.

         The Company has recorded the Deed of Trust in the Official Records of
Santa Clara County, California.

         3.     EMPLOYEE'S REPRESENTATIONS AND WARRANTIES: Employee hereby makes
the following representations and warranties to the Company and acknowledges
that the Company is relying on such representations in making the Loan:

                A.      Employee has good and marketable title to the Property
free and clear of any security interests, liens or encumbrances securing
monetary obligations.

                B.      The consent of no other person or entity, other than
Employee's Spouse, will be required to grant the security interest in the
Property to the Company evidenced by the Deed of Trust.

                C.      There are no actions, proceedings, claims or disputes
pending or, to Employee's knowledge, threatened against or affecting Employee,
or the Property.

         4.     CERTIFICATION BY EMPLOYEE: Employee hereby certifies to the
Company as follows:

                A.      Employee understands that the Loan provided by this
Agreement between the Company and Employee is not transferable by the Employee
and is conditioned on the future performance of substantial services by the
Employee. Employee further agrees that the Loan proceeds will be used only to
purchase a principal residence for Employee being acquired in connection with
the commencement of employment at a "new principal place of work" within the
meaning of Section 217 of the Internal Revenue Code of 1986, as amended.

                B.      Employee reasonably expects to be entitled to and will
itemize deductions each year that the loan is outstanding.

                C.      The loan proceeds have only been used to purchase the
Property for Employee.

         5.     EMPLOYEE'S ADDITIONAL OBLIGATIONS: Employee shall take any and
all further actions that may from time to time be required to ensure that the
Deed of Trust creates a valid lien on the Property in favor of the Company,
which shall secure the Note. Employee shall furnish evidence reasonably
satisfactory to the Company that: (i) Employee has good and marketable title to
the Property; (ii) the consent of no other person or entity is required to grant
a security interest in the

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Property to the Company; and (iii) there is no other deed of trust, mortgage or
encumbrance against the Property. If it should be hereafter determined that
there are defects against title or matters which could result in defects against
title to the Property or that the consent of another person or entity is
required to grant to and perfect in the Company a valid first-priority lien on
the Property, Employee shall promptly take all action necessary to remove such
defects and to obtain such consent and grant (or cause to be granted) and
perfect such lien on the Property. Failure of Employee to comply with the
provisions of this Paragraph shall be deemed a default under the Note and the
Deed of Trust.

         6.     MATURITY EVENT: The outstanding balance of the Note secured by
the Deed of Trust shall be due and payable, to the extent permitted by law, upon
the Maturity Event which is defined in this Agreement and will be identified in
the Note and Deed of Trust as the earlier of any of the following events: (a)
One Hundred Eighty (180) days following the voluntary termination or cessation
of Employee's employment with the Company, (b) Three Hundred Sixty Five (365)
days following the involuntary termination or cessation of Employee's employment
with the Company, (c) May 17, 2004, (d) any default in the performance of any
obligation of Employee contained in the Deed of Trust, or any other deed of
trust, security agreement or other agreement (including any amendment,
modification or extension thereof) which may hereafter be executed by Employee
for the purpose of securing the Note; (e) Employee voluntarily or by operation
of law sells, conveys, assigns, or otherwise transfers or agrees to sell, convey
or otherwise transfer, all or any portion of, or any interest in, the Property
without the prior written consent of the Company, (f) Employee (i) admits in
writing his inability to pay debts, (ii) makes an assignment for the benefit of
creditors, (iii) files a voluntary petition in bankruptcy, effects a plan or
other arrangement with creditors, liquidates his assets under an arrangement
with creditors, or liquidates his assets under court supervision, (iv) has an
involuntary petition in bankruptcy filed against him that is not discharged
within sixty (60) days after such petition is filed, or (v) applies for or
permits the appointment of a receiver or trustee or custodian for any of his
property or assets who is not discharged within sixty (60) days after the date
of appointment; (g) Employee breaches any representation or warranty contained
herein, in the Note or the Deed of Trust, or any agreement or instrument
executed in connection with this Loan proves to have been false or misleading in
any material respect; or (h) the Deed of Trust (as defined herein) encumbering
the Property has not been duly executed, validly acknowledged, and delivered by
Employee and Employee's Spouse concurrently with the execution of this
Agreement.

         7.     REPAYMENT OF LOAN, FORGIVENESS, CONVEYANCE OF PROPERTY, AND
                DEATH AND DISABILITY:

                A.      REPAYMENT: Notwithstanding anything to the contrary
herein, upon the occurrence of a Maturity Event (as defined herein and in the
Note), Employee shall pay to the Company, without further demand or notice to
Employee, the entire principal amount of the Loan, and any other sums due under
the Note or this Agreement.

                B.      FORGIVENESS: Pursuant to that certain Change of Control
Agreement, by and between Employee and the Company, dated February 9, 2000, in
the event of a "Severance Termination"(as defined therein) the entire principal
amount of the Note and any outstanding interest

                                       3
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shall be forgiven. In addition, if Employee is terminated by the Company without
cause, the entire principal amount hereof and any outstanding interest shall be
forgiven.

                C.      CONVEYANCE OF PROPERTY: If Employee resigns from the
Company prior to a Maturity Event (i) as a proximate result of the serious
illness of Employee (or an immediate family member of Employee) or (ii) in the
event Employee resigns to accept employment at a not-for-profit, educational, or
governmental entity, Employee may convey the Property to the Company without
consideration, subject only to the standard Exceptions found in that certain
policy of Title Insurance, insuring the Company with respect to the Property,
whereupon all principal and interest hereunder shall be discharged, and the
Company shall reimburse Employee $175,000 plus Employee's actual cost of
improvements to the Property, not to exceed $ 100,000. Employee shall give
written notice of such election within thirty (30) days of such resignation, and
shall consummate such conveyance within One Hundred Eighty (180) days following
such resignation.

                D.      DEATH AND DISABILITY: Employer intends to use all
commercially reasonable efforts to obtain at its cost a policy of term life
insurance during the term of the Note and a policy insuring against the
permanent physical disability of Employee, in each case in the full principal
amount of the Note substantially in accordance with the terms of the attached
EXHIBIT D. Employee agrees that Employee shall be subject to and cooperate with
standard medical tests, including without limitation, a "physical," AIDS test,
any other tests, as required by the insurer. In the event that Employee dies or
is "permanently totally disabled" as defined in the attached EXHIBIT D prior to
a Maturity Event, the entire principal amount of the Note and any outstanding
interest shall be forgiven.

        8.      ENTIRE AGREEMENT: This Agreement, the Note and the Deed of
Trust, constitute the full and entire understanding and agreement between the
parties hereto with regard to the subject hereof. Neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought. No waiver of any
provision of this Agreement, the Note or the Deed of Trust shall be effective
unless in writing and the waiver of any one provision shall not be deemed a
waiver of any other provision unless expressly stated in writing.

        9.      NO COVENANT FOR EMPLOYMENT OR ADVANCES: Employee understands and
acknowledges that this Agreement does not modify Employee's at-will status, or
constitute an employment agreement or a promise by the Company to continue
Employee's employment. Either the Company or the undersigned can terminate the
employment relationship at any time, with or without cause.

        10.     NOTICES: All notices and other communications required or
permitted hereunder shall be in writing and may be given by (a) personal
delivery, (b) certified mail, postage prepaid, return-receipt requested, (c)
courier service, fully prepaid, or (d) facsimile. Any such notice shall be
properly addressed to the address of the parties set forth on the signature page
hereto and shall be deemed to have been given (i) if personally delivered, when
delivered, (ii) if by certified mail, return-receipt requested, when delivered
or refused, (iii) if by courier service, on the next business day following
deposit, cost prepaid, with Federal Express or similar private carrier, or (iv)
if by

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facsimile, instantaneously upon confirmation of receipt of facsimile. Company or
Employee may change its address by giving notice of the same in accordance with
this Paragraph. The term "business day" shall mean a day on which the carrier
used (Federal Express or other private carrier, or the U.S. Postal Service, as
applicable) delivers, whether by special request or in the ordinary course of
operations.

        11.     ASSIGNMENT: Neither party may assign the rights and/or duties
under this Agreement to a third party without the prior written consent of the
other party to this Agreement, except that (i) the Company may assign the Note
and the Deed of Trust and (ii) in the event that the Company is merged into
another corporation, or substantially all of the outstanding stock or assets of
the Company are sold to another corporation and the surviving or acquiring
corporation agrees in writing to be bound by the rights and duties of the
Company under this Agreement, then the Company may assign its rights and duties
hereunder to such acquiring or surviving corporation.

        12.     INCOME TAX CONSEQUENCES: Employee hereby acknowledges that the
Company has made no representation or warranty to Employee concerning the income
tax consequences of the Loan to Employee and Employee agrees that Employee shall
be solely responsible for ascertaining and bearing such tax consequences and any
potential tax liabilities that may arise in connection herewith.

        13.     EXHIBITS: All Exhibits attached hereto are incorporated herein
by this reference.

        14.     GOVERNING LAW: This Agreement shall be governed in all respects
by the laws of the State of California.

        15.     HEADINGS: The titles and headings of the various paragraphs
hereof are intended for means of reference and are not intended to place any
construction on the provisions hereof.

        16.     INVALIDITY: If any provision of this Agreement shall be invalid
or unenforceable the remaining provisions shall not be affected thereby and
every provision hereof shall be valid and enforceable to the fullest extent
permitted by law.

        17.     COUNTERPARTS: This Agreement may be executed in one (1) or more
separate counterparts, each of which, when so executed, shall be deemed to be an
original. Such counterparts, together, shall constitute one and the same
instrument.

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        18.     ACKNOWLEDGMENT: THIS AGREEMENT, THE NOTE, THE DEED OF TRUST AND
ALL RELATED DOCUMENTATION ARE EXECUTED VOLUNTARILY AND WITHOUT ANY DURESS OR
UNDUE INFLUENCE ON THE PART OF OR ON BEHALF OF THE PARTIES HERETO, WITH THE FULL
INTENT OF CREATING THE OBLIGATIONS AND SECURITY INTERESTS DESCRIBED HEREIN AND
THEREIN. THE PARTIES ACKNOWLEDGE THAT: (a) THEY HAVE READ SUCH DOCUMENTATION;
(b) THEY HAVE BEEN REPRESENTED IN THE PREPARATION, NEGOTIATION AND EXECUTION OF
SUCH DOCUMENTATION BY LEGAL COUNSEL OF THEIR OWN CHOICE OR THAT THEY HAVE
VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL; (c) THEY UNDERSTAND THE TERMS AND
CONSEQUENCES OF THIS AGREEMENT, THE NOTE, THE DEED OF TRUST AND ALL RELATED
DOCUMENTATION AND THE OBLIGATIONS THEY CREATE; AND (d) THEY ARE FULLY AWARE OF
THE LEGAL AND BINDING EFFECT OF THIS AGREEMENT, THE NOTE, THE DEED OF TRUST AND
THE OTHER DOCUMENTS CONTEMPLATED BY THIS AGREEMENT.



                       [Signatures Continued on Next Page]





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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.



EMPLOYEE:                                   EMPLOYER:

ROBERT M. KIMMITT,                          COMMERCE ONE, INC.,
a married man                                        a Delaware corporation


By: /s/ ROBERT M. KIMMITT                            By:  /s/ PETER F. PERVERE
    ---------------------                                ---------------------
                                            Its:  Senior V.P. & CFO

Date: January 31, 2001                      Date: January 31, 2001

Address:  4440 Rosewood Drive               Address:  4440 Rosewood Drive
          Pleasanton, CA  94588-3050                  Pleasanton, CA  94588-3050
          ATTN:_________________                      ATTN:  _______________

Facsimile: 925-520-6856                     Facsimile: 925-520-6066
Phone:     925-520-6025                     Phone:     925-520-6022


ACCEPTED AND AGREED TO BY:



/s/ HOLLY S. KIMMITT
--------------------
HOLLY S. KIMMITT


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                                    EXHIBIT A


                   FIRST AMENDED AND RESTATED PROMISSORY NOTE
                            SECURED BY DEED OF TRUST



$5,000,000.00                                                   January 31, 2001
                                                          Pleasanton, California


         FOR VALUE RECEIVED, the undersigned, ROBERT M. KIMMITT ("Employee") and
HOLLY S. KIMMITT, husband and wife (jointly and severally, the "Borrower"),
promise to pay to COMMERCE ONE, INC., a Delaware corporation ("Lender" and
"Company"), at the corporate offices of Commerce One, Inc. (or at such other
place as Lender may from time to time designate by written notice to Borrower),
in lawful money of the United States, the principal sum of FIVE MILLION DOLLARS
($5,000,000.00), on the following terms:

         1. REPAYMENT OF LOAN, FORGIVENESS, CONVEYANCE OF PROPERTY, DEATH
            AND DISABILITY:

                  (a) REPAYMENT: Notwithstanding anything to the contrary
herein, upon the occurrence of a Maturity Event (as defined herein), Employee
shall pay to the Company, without further demand or notice to Employee, the
entire principal amount of the Loan, and any other sums due under the Note or
this Agreement.

                  (b) FORGIVENESS: Pursuant to that certain Change of Control
Agreement, by and between Employee and the Company, dated February 9, 2000, in
the event of a "Severance Termination"(as defined therein) the entire principal
amount of this Note and any outstanding interest shall be forgiven. In addition,
if Employee is terminated by the Company without cause prior to a Maturity
Event, the entire principal amount hereof and any outstanding interest shall be
forgiven.

                  (c) CONVEYANCE OF PROPERTY: If Employee resigns from the
Company prior to a Maturity Event (i) as a proximate result of the serious
illness of Employee (or an immediate family member of Employee) or (ii) in the
event Employee resigns to accept employment at a not-for-profit, educational, or
governmental entity, Employee may convey the Property to the Company without
consideration, subject only to the standard Exceptions found in that certain
policy of Title Insurance, insuring the Company with respect to the Property,
whereupon all principal and interest hereunder shall be discharged, and the
Company shall reimburse Borrower $175,000 plus Borrower's actual cost of
improvements to the Property, not to exceed $100,000. Employee shall give
written notice of such election within thirty (30) days of such resignation, and
shall consummate such conveyance within One Hundred Eighty (180) days following
such resignation.

                                       1
<PAGE>

                  (d) DEATH AND DISABILITY: Employer intends to use all
commercially reasonable efforts to obtain at its cost a policy of term life
insurance during the term of the Note and a policy insuring against the
permanent physical disability of Employee, in each case in the full principal
amount of the Note and substantially in accordance with the terms of the
attached EXHIBIT D. Employee agrees that Employee shall be subject to and
cooperate with standard medical tests, including without limitation, a
"physical," AIDS test, any other tests, as required by the insurer. In the event
that, prior to a Maturity Event, Employee dies or is "permanently totally
disabled" as such is defined in the attached EXHIBIT D, the entire principal
amount of the Note and any outstanding interest shall be forgiven.

         2. SECURITY: This Note is secured by an amended deed of trust of even
date herewith made by Borrower, as trustor, to First American Title Insurance
Company, as trustee, (the "Trustee") for Lender, as beneficiary, (the "Deed of
Trust") which (i) shall be executed and delivered by Borrower to Lender
concurrently upon the execution of this Note, and (ii) shall be recorded by
Lender or Trustee in the official records of the County of Santa Clara, State of
California as soon as possible following the execution of this Note, encumbering
certain real property commonly known as 509 Hale Street, Palo Alto, California,
County of Santa Clara, State of California (the "Property"), described with
particularity in the Deed of Trust, which Borrower intends to occupy as his
principal place of residence. The Deed of Trust contains, among others, the
following provision:

                  If the trustor shall sell, convey or alienate said property,
or any part thereof, or any interest therein, or shall be divested of his title
or any interest therein in any manner or way, whether voluntarily or
involuntarily, without the written consent of the beneficiary being first
obtained, beneficiary shall have the right, at its option, except as prohibited
by law, to declare any indebtedness or obligations secured hereby, irrespective
of the maturity date specified in any note evidencing the same, immediately due
and payable.

         3. MATURITY EVENT: Upon the occurrence of a Maturity Event (as
hereinafter defined), the entire principal amount of the Loan and any accrued
interest and other sums due hereunder, shall become immediately due and payable
without further demand or notice to Borrower. To the extent permitted by law,
any of the following events shall be a "Maturity Event" under this Note and the
Deed of Trust:

                  (a) One Hundred Eighty (180) days following the voluntary
termination or cessation of Employee's employment with the Company.

                  (b) Three Hundred Sixty Five (365) days following the
involuntary termination or cessation of Employee's employment with the Company.

                  (c) May 17, 2004.

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<PAGE>

                  (d) There shall occur any default in the performance of any
obligation of Borrower contained in the Deed of Trust, or any other deed of
trust, security agreement or other agreement (including any amendment,
modification or extension thereof) which may hereafter be executed by Borrower
for the purpose of securing this Note.

                  (e) Borrower, without the prior written consent of Lender,
voluntarily or by operation of law, sells, conveys, assigns or otherwise
transfers or agrees to sell, convey or otherwise transfer, all or any portion
of, or any interest in, the Property.

                  (f) Borrower (i) admits in writing his inability to pay debts,
(ii) makes an assignment for the benefit of creditors, (iii) files a voluntary
petition in bankruptcy, effects a plan or other arrangement with creditors,
liquidates his assets under arrangement with creditors, or liquidates his assets
under court supervision, (iv) has an involuntary petition in bankruptcy filed
against him that is not discharged within sixty (60) days after such petition is
filed, or (v) applies for or permits the appointment of a receiver or trustee or
custodian for any of his property or assets which shall not have been discharged
within sixty (60) days after the date of appointment.

                  (g) Borrower breaches any representation or warranty contained
herein or in the Deed of Trust, or any agreement or instrument executed in
connection with this loan proves to have been false or misleading.

                  (h) The Deed of Trust (as defined herein) is not duly executed
and validly acknowledged and delivered by Borrower to Lender concurrently with
the execution of this Note.

         4. INTEREST:  This note shall not bear interest, except that upon the
failure of Borrower to pay the outstanding principal balance within thirty (30)
days after a Maturity Event, interest on the outstanding principal balance shall
thereafter accrue at the "Reference Rate" or "Prime Rate" of Bank of America,
N.T. & S.A. as it may be as of the Maturity Event, plus three percent (3%) per
annum, or if lower, the highest rate permitted by applicable law.

         5. BORROWER'S REPRESENTATIONS:  Borrower hereby makes the following
representations and warranties to the Lender and acknowledges that Lender is
relying on such representations in making the loan:

                  (a) Borrower has good and marketable title to the Property
free and clear of any security interests, liens or encumbrances, except for the
Deed of Trust.

                  (b) The consent of no other person or entity is required to
grant the security interest in the Property to the Lender evidenced by the Deed
of Trust.

                  (c) There are no actions, proceedings, claims or disputes
pending or, to the Borrower's actual knowledge threatened against or affecting
the Borrower or the Property.

                                       3
<PAGE>

         6. BORROWER'S ADDITIONAL OBLIGATIONS: Borrower shall take any and all
further actions that may from time to time be required to ensure that the Deed
of Trust creates a valid first priority lien on the Property in favor of the
Lender. Borrower shall furnish evidence reasonably satisfactory to the Lender
that: (i) Borrower has good and marketable title to the Property; (ii) the
consent of no other person or entity is required to grant a security interest in
the Property to the Lender; and (iii) there is no other deed of trust, mortgage
or encumbrance against the Property. If it should be hereafter determined that
there are defects against title or matters which could result in defects against
title to the Property, or that the consent of another person or entity is
required to grant to and perfect in the Lender a valid first-priority lien on
the Property, Borrower shall promptly take all action necessary to remove such
defects and to obtain such consent and grant (or cause to be granted) and
perfect such lien on the Property. Failure of Borrower to comply with the
provisions of this Paragraph 6 shall be deemed a default under the Note and the
Deed of Trust.

         7. DEED OF TRUST: As used herein, "Deed of Trust" shall mean the deed
of trust constituting a first-priority lien against the Property by Borrower to
First American Title Insurance Company, as trustee, (the "Trustee") for the
benefit of Lender, as beneficiary, to be recorded by Lender or Trustee, securing
a loan in the original principal amount of FIVE MILLION DOLLARS ($5,000,000.00),
as amended.

         8. NOTICE: This Note is subject to Section 2924(i) of the California
Civil Code which provides that the holder of this Note, shall give written
notice to the trustor or his successor-in-interest, of prescribed information at
least ninety (90) days and not more than one hundred and fifty (150) days before
any balloon payment is due.

         9. ATTORNEYS' FEES:  In the event of Borrower's default hereunder,
Borrower shall pay all costs of collection, including reasonable attorneys' fees
incurred by the holder hereof on account of such collection, whether or not suit
is filed hereon.

         10. WAIVER: The waiver by Lender of any breach of or default under any
term, covenant or condition contained herein or in any other agreement referred
to above shall not be deemed to be a waiver of any subsequent breach of or
default under the same or any other such term, covenant or condition.

         11. NO USURY: Borrower hereby represents and warrants that at no time
shall the proceeds of the indebtedness evidenced hereby be used "primarily for
personal, family, or household purposes" as that term is defined and used in
Article XV of the California Constitution (as amended from time to time).
Anything in this Note to the contrary notwithstanding, it is expressly
stipulated and agreed that the intent of Borrower and Lender is to comply at all
times with all usury and other laws relating to this Note. If the laws of the
State of California would now or hereafter render usurious, or are revised,
repealed or judicially interpreted so as to render usurious, any amount called
for under this Note, or contracted for, charged or received with respect to the
loan evidenced by this Note, or if any prepayment by Borrower results in
Borrower having paid any interest in excess of that permitted by law, then it is
Borrower's and Lender's express intent that all excess amounts theretofore
collected by


                                       4
<PAGE>

Lender be credited to the principal balance of this Note (or, if this Note has
been paid in full, refunded to Borrower), and the provisions of this Note
immediately be deemed reformed and the amounts therefor collectible hereunder
reduced, without the necessity of execution of any new document, so as to comply
with the then applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder.

         12. PREPAYMENT:  Borrower may prepay all or any portion of this Note
at any time prior to the stated maturity date, with no premium or penalty.

         13. GENERAL PROVISIONS: This Note shall be governed by and construed in
accordance with the laws of the State of California. The maker of this Note
hereby waives presentment for payment, protest and demand, notice of protest,
demand and dishonor and nonpayment of this Note, and consents that Lender may
extend the time for payment or otherwise modify the terms of payment or any part
of the whole of the debt evidenced by this Note, at the request of any person
liable hereon, and such consent shall not alter nor diminish the liability of
any person. Borrower hereby waives the defense of the statute of limitations in
any action on this Note to the extent permitted by law.


                                       5
<PAGE>

         14.  THIS NOTE, THE DEED OF TRUST AND ALL RELATED DOCUMENTATION ARE
EXECUTED VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OF OR
ON BEHALF OF THE PARTIES HERETO, WITH THE FULL INTENT OF CREATING THE
OBLIGATIONS AND SECURITY INTERESTS DESCRIBED HEREIN AND THEREIN. THE PARTIES
ACKNOWLEDGE THAT: (a) THEY HAVE READ SUCH DOCUMENTATION; (b) THEY HAVE BEEN
REPRESENTED IN THE PREPARATION, NEGOTIATION AND EXECUTION OF SUCH DOCUMENTATION
BY LEGAL COUNSEL OF THEIR OWN CHOICE OR THAT THEY HAVE VOLUNTARILY DECLINED TO
SEEK SUCH COUNSEL; (c) THEY UNDERSTAND THE TERMS AND CONSEQUENCES OF THIS NOTE,
THE DEED OF TRUST AND ALL RELATED DOCUMENTATION AND THE OBLIGATIONS THEY CREATE;
AND (d) THEY ARE FULLY AWARE OF THE LEGAL AND BINDING EFFECT OF THIS NOTE, THE
DEED OF TRUST AND THE OTHER DOCUMENTS CONTEMPLATED BY THIS AGREEMENT.



                                                           BORROWER:


                                                           /s/ ROBERT M. KIMMITT
                                                           ---------------------
                                                           ROBERT M. KIMMITT



                                                           /s/ HOLLY S. KIMMITT
                                                           ---------------------
                                                           HOLLY S. KIMMITT



                                       6

<PAGE>


                                    EXHIBIT B


                             CERTIFICATE OF EMPLOYEE



         The undersigned Employee hereby certifies to COMMERCE ONE, INC. (the
"Company") as follows:

         1.     He understands that the loan (the "Loan") provided for by the
Relocation Loan Agreement dated the date hereof between the Company and Employee
is not transferable by Employee and is conditioned on the future performance of
substantial services by Employee.

         2.     The Loan proceeds will be used only to purchase a principal
residence of Employee being acquired in connection with the commencement of
employment at a "new principal place of work" within the meaning of Section 217
of the Internal Revenue Code of 1986, as amended.

         3.     Employee reasonably expects to be entitled to and will itemize
deductions each year the Loan is outstanding.


January 31, 2001

                                                  /s/ ROBERT M. KIMMITT
                                                  ---------------------
                                                  Robert M. Kimmitt



<PAGE>




                                    EXHIBIT C



                         [ATTACH COPY OF DEED OF TRUST]



<PAGE>



                                    EXHIBIT D



            [ATTACH TERMS OF LIFE AND DISABILITY INSURANCE POLICIES]



</TEXT>
</DOCUMENT>
