Addendum Three to Amended and Restated Distribution Agreement between Primus Knowledge Solutions, Inc. and Primus Knowledge Solutions, KK

Exhibit 10.27

January 1, 2003

Primus Knowledge Solutions, KK

Ebisu Prime Sq. Tower

1-1-39 Hiroo, Shibuya-ku

Tokyo, JAPAN 150

Dear Partner:

We have recently discussed a number of issues with respect to our Agreement. This Addendum Three will clarify and memorialize our agreement on these points. Except as otherwise expressly defined in this Amendment, capitalized terms shall have the meanings ascribed to them in the Distribution Agreement.

Therefore, we hereby agree to amend our Distribution Agreement as follows:

Section 7.10 to the Distribution Agreement is amended as follows:

(1) Modified Payment Schedule for 2003-2004 Term. Primus and Primus KK agree to amend the schedule and structure of the Guaranteed Annual Minimum for a period of two (2) calendar years beginning January 1, 2003 and ending December 31, 2004 (the “Modified Payment Schedule Term”). During the Modified Payment Schedule Term, the Benchmark and Baseline Payments will be modified as outlined in Schedule 1 to this Amendment. The Second Bi-Annual Baseline for the period ended March 31, 2003 will be $350,000. Thereafter the First Bi-Annual Baseline and Second Bi-Annual Baseline will be changed to a Guaranteed Quarterly Minimum measured by four quarterly periods, (“Quarterly Baseline(s)”) and, within each Quarterly Baseline, three fixed monthly minimum payments (“Monthly Payment(s)”). Distributor will pay Primus the difference between the Software Distribution Fees actually accrued during any respective quarterly period (as adjusted for any carryover as set forth in (2) below) and the applicable minimums of the Quarterly Baseline. During the Modified Payment Schedule Term, each Monthly Payment is $41,667, and the Quarterly Baselines are $250,000.

(a) After Expiration of the Modified Payment Schedule Term. If, before the end of December 31, 2004, Distributor demonstrates to Primus both business viability and

sufficient revenue growth for Primus to reasonably consider extending the above 50% resource allocation for the succeeding year, the parties will meet to discuss the continuation of such terms. If the parties fail to agree on a continuation into the succeeding year, then after the Modified Payment Schedule Term, the schedule and structure of the Guaranteed Annual Minimum set forth in Section 7.10 of the Distribution Agreement shall continue beginning January 1, 2005 on the terms set forth in subsection (4) of Section 7.10 and as depicted in the Table attached to Addendum Two.

(2) Shortfalls and Excess Amounts in the Quarterly Baseline for the Modified Payment Schedule Term. Quarterly Baselines represent the total amount of Software Distribution Fees accrued during any three-month Quarterly Baseline Period. Distributor will pay to Primus the shortfall between the Software Distribution Fees actually accrued during any Quarterly Baseline Period and the applicable Quarterly Baseline (each of such payments called a “Baseline Adjustment”). During the Quarterly Baseline Period, accrued Software Distribution Fees that exceed an applicable Quarterly Baseline shall be carried forward and applied to the next Quarterly Baseline Period(s) within the same calendar year of the Modified Payment Schedule Term (but not between calendar years of the Modified Payment Schedule Term), but not to any period thereafter, but such excess shall not be retroactively applied to reduce a previous Baseline Adjustment. Baseline Adjustments are due within seventy-five (75) days of the applicable Quarterly Period and shall not be considered purchases of additional Software or any other form of credit.

(3) Primus Minimum Resource Commitment. Beginning February 1, 2003, to further facilitate Distributor taking a more active role in product development, Primus will allocate resources to projects selected by Distributor, and reasonably approved by Primus, valued at no less than the Monthly Payment. The value of allocated resources will include all salary, benefits, direct expenses, and allocation of overhead. Primus will provide a monthly accounting of the resources allocated to Distributor. To the extent allocation of Primus resource does not meet the required Monthly Payment, as Distributor’s sole remedy for such failure the shortfall may be withheld from the Monthly Payment, and if applicable, such shortfall concerning the Monthly Payment may be withheld from the applicable Baseline Adjustment payment, until the resources allocated by Primus are expended in an amount equivalent to the value withheld or suspended, at which time such suspended/withheld payment shall be made with the next payment owing. Allocated resources will work on initiatives and priorities as selected and communicated by Primus KK, and reasonably approved by Primus. Any excess allocation of resources in a month beyond the Monthly Payment will be first allocated to any prior shortfall, if any, and then shall be carried forward for application against any future shortfall, if any. If for any reason Primus KK does not desire or request projects requiring resources of at least the Monthly Payment and such resources are not made available, the Monthly Payment shall still be made. During the Modified Payment Schedule Term, paid-up, but unallocated resources in any one-month may be carried over for two (2) successive fiscal quarters of Primus KK.

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To further coordinate resources and enable greater synergies of product development and marketing strategies, Primus will provide Primus KK with its U.S. product development roadmap on a periodic basis, but no less than twice a year (if available), and promptly notify Primus KK of any material changes (as determined by Primus) thereto as may arise from time-to-time. Such roadmap will only be made available in the form and detail as Primus uses for its internal management product reviews.

At the end of each calendar year, Primus and Primus KK will coordinate on the Primus KK product development plan for the following year, and then review the plan periodically throughout the year, but no less than once, in order to, among others, measure performance against plan, assess changing conditions, and address issues that may from time-to-time require greater coordination and discussion.

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(B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) CLAIM OF INFRINGEMENT; OR (D) STATUTORY REMEDY.

Except as expressly stated above, this letter Addendum provides no other consent, express or implied, to materially modify the Distribution Agreement.

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Please indicate your agreement to this letter by executing the enclosed duplicate in the space provided below. This Addendum Three shall be effective as of January 1, 2003 on the terms set forth above (the “Effective Date”).

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Schedule 1

Modified Payment Schedule

The following table depicts the schedule and structure of the Guaranteed Annual Minimum Payment:

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