First Amendment to Management Services Agreement between Regent Pacific Management Corporation and Calico Commerce, Inc.

Summary

This amendment updates the original Management Services Agreement between Regent Pacific Management Corporation and Calico Commerce, Inc. It extends the agreement's term to July 28, 2002, with a non-cancelable period ending May 5, 2002. Calico agrees to pay $750,000 upfront for non-cancelable services, and additional payments are required for continued services after the non-cancelable period. The amendment clarifies service periods, fees, and cancellation terms, while all other terms of the original agreement remain unchanged.

EX-10.23 5 f79196ex10-23.txt EXHIBIT 10.23 EXHIBIT 10.23 December 6, 2001 Mr. William D. Unger On behalf of The Board of Directors Calico Commerce, Inc. 333 West San Carlos Street San Jose, CA 95011 RE: First Amendment to Management Services Agreement between Regent Pacific Management Corporation and Calico Commerce, Inc. Dear Mr. Unger: This First Amendment sets forth certain amendments to the Management Service Agreement between Regent Pacific Management Corporation, a California corporation ("Regent Pacific"), and Calico Commerce, Inc. ("Calico"), dated July 31, 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 July 28, 2002, as described below. The Non-Cancelable Period, as described below, extends to May 5, 2002. Calico may discharge Regent Pacific at any time after the Non-Cancelable Period provided that Calico has delivered a 60-day written notice of intent to cancel this agreement. WORK PRODUCT: Regent Pacific has agreed to provide the following work product: 1) The first two (2) weeks of the twenty-six (26) weeks of non-cancelable service included in the Original Agreement at a continuing rate of $50,000 per week. These two weeks end January 13, 2002. 2) An additional four (4) weeks of non-cancelable service from January 14, 2002 through February 10, 2002 at a continuing rate of $50,000 per week; 3) An additional twenty-four (24) weeks of service with reduced staff from February 11, 2002 through July 28, 2002 at a rate of $37,000 per week, of which the first twelve (12) weeks, which end May 5, 2002, will be non-cancelable. December 6, 2001 Mr. William D. Unger On behalf of The Board of Directors Calico Commerce, Inc. Page 2 Fees: Calico has agreed to pay Regent Pacific $750,000 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 Regent Pacific 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 Regent Pacific continues to provide services with reduced staff, the fees of $37,500 per week will be payable in four (4) week increments, each to be paid in advance of each Regent Pacific standard four-week 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, REGENT PACIFIC MANAGEMENT CORPORATION Gary J. Sbona Chairman and Chief Executive Officer THE FOREGOING IS HEREBY APPROVED AND AGREED TO: DATED: 12-13, 2001 CALICO COMMERCE, INC. BY: /s/ WILLIAM D. UNGER ---------------------------- Name: William D. Unger On Behalf of the Board of Directors