First Amendment to Management Service Agreement between David Powell, Inc. and Calico Commerce, Inc.

Summary

David Powell, Inc. and Calico Commerce, Inc. have amended their Management Service Agreement to extend its term to February 28, 2002, with a non-cancelable period until January 31, 2002. Calico will pay DPI $40,000 for services during the non-cancelable period, and $20,000 per month thereafter if services continue, payable in advance. DPI will provide financial management services, including staff oversight and strategic support. All other terms of the original agreement remain unchanged.

EX-10.22 4 f79196ex10-22.txt EXHIBIT 10.22 EXHIBIT 10.22 December 6, 2001 Mr. Jim Weil President and Chief Executive Officer Calico Commerce, Inc. 333 West San Carlos Street San Jose, CA 95011 RE: First Amendment to Financial Services Arrangement Between David Powell, Inc. and Calico Commerce, Inc. This First Amendment sets forth certain amendments to the Management Service Agreement between David Powell, Inc., a California corporation ("DPI"), and Calico Commerce, Inc. ("Calico"), dated February 22, 2001, (the "Original Agreement"). Except for the amendments expressly contained herein, the Original Agreement shall remain in full force and effect. TERM OF AGREEMENT: The total term of the agreement shall be extended to February 28, 2002, as described below. The Non-Cancelable Period, as described below, extends to January 31, 2002. Calico may discharge DPI at any time after the Non-Cancelable Period provided that Calico has delivered a 30-day written notice of intent to cancel this agreement. WORK PRODUCT: DPI has agreed to continue to provide the financial services including: - Managing the finance and administrative staff. - Serving as a sounding board to management and the Board of Directors. - Continue to participate in the Company's strategic transactions. These services will be provided by Les Wright based on his allocation of 1/2 of each workweek to Calico. December 6, 2001 Mr. Jim Weil President and Chief Executive Officer Calico Commerce, Inc. Page 2 Fees: Calico has agreed to pay DPI $40,000 upon signing of this amendment for fees due for the Non-Cancelable Period described above. It is further agreed that this payment is earned in full upon receipt by DPI due to the non-cancelable nature of the services to be provided, and it is non-refundable. It is agreed and understood that at the end of the Non-Cancelable Period, if DPI continues to provide services with reduced staff, the fees of $20,000 per month will be payable in semi-monthly increments, each to be paid in advance of each DPI standard semi-monthly billing period, and that failure to pay such payments when due shall constitute a breach of this agreement by Calico. Except for the additional term of agreement, work product and fees expressly contained herein, the Original Agreement shall remain in full force and effect. ### Yours truly, /s/ Michael W. Scott David Powell, Inc. Michael W. Scott President Financial Services Division /s/ J. B. WEIL James B. Weil CEO