EXHIBIT 10.22
December 6, 2001
Xx. Xxx Xxxx
President and Chief Executive Officer
Calico Commerce, Inc.
000 Xxxx Xxx Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
RE: First Amendment to Financial Services Arrangement Between Xxxxx Xxxxxx,
Inc. and Calico Commerce, Inc.
This First Amendment sets forth certain amendments to the Management Service
Agreement between Xxxxx Xxxxxx, 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 Xxx Xxxxxx based on his allocation of 1/2 of
each workweek to Calico.
December 6, 2001
Xx. Xxx Xxxx
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.
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Yours truly,
/s/ Xxxxxxx X. Xxxxx
Xxxxx Xxxxxx, Inc.
Xxxxxxx X. Xxxxx
President
Financial Services Division
/s/ X. X. XXXX
Xxxxx X. Xxxx
CEO
