SELECTICA INC
EXHIBIT 10.21
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>7
<FILENAME>f90966exv10w21.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.21

         THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE
         HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
         HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
         1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
         THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
         SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                                 SELECTICA, INC.

                            VOID AFTER APRIL 4, 2004

                  This Warrant is issued to MHJDGD Selectica Trust ("Holder")
by Selectica, Inc., a Delaware corporation (the "Company"), on April 4, 2001
(the "Warrant Issue Date").

                  1.       Purchase of Shares. The Holder is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the holder hereof in writing), to
purchase from the Company up to one hundred thousand (100,000) shares of Common
Stock of the Company ("Common Stock").

                  2.       Exercise Price. The exercise price for the Shares
shall be $3.53 per share (such price, as adjusted from time to time, is herein
referred to as the "Exercise Price").

                  3.       Term. This Warrant shall remain exercisable until
5:00 p.m. on April 4, 2004; provided, however, that in the event of (a) the
closing of the Company's sale or transfer of all or substantially all of its
assets, or (b) the closing of the acquisition of the Company by another entity
by means of merger, consolidation or other transaction or series of related
transactions, resulting in the exchange of the outstanding shares of the
Company's capital stock such that the shareholders of the Company prior to such
transaction own, directly or indirectly, less than 50% of the voting power of
the surviving entity, this Warrant shall, on the date of such event, no longer
be exercisable and become null and void. In the event of a proposed transaction
of the kind described above, the Company shall notify the holder of the Warrant
at least fifteen (15) days prior to the consummation of such event or
transaction.

                  4.       Method of Exercise. While this Warrant remains
outstanding and exercisable in accordance with Section 3 above, the Holder may
exercise, in whole or in part, the purchase rights evidenced hereby. Such
exercise shall be effected by:

<PAGE>

                           (a)      the surrender of the Warrant, together with
a duly executed copy of the form of Notice of Election attached hereto, to the
Secretary of the Company at its principal offices; and

                           (b)      the payment to the Company of an amount
equal to the aggregate Exercise Price for the number of Shares being purchased.

                  5.       Net Exercise. In lieu of exercising this Warrant
pursuant to Section 5, the Holder may elect to receive, without the payment by
the Holder of any additional consideration, shares of Common Stock equal to the
value of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of the Company together with notice of such
election, in which event the Company shall issue to the holder hereof a number
of shares of Common Stock computed using the following formula:

                                        Y (A - B)
                                        ---------
                                    X =     A

         Where:   X =      The number of shares of Common Stock to be issued to
                           the Holder pursuant to this net exercise;

                  Y =      The number of Shares in respect of which the net
                           issue election is made;

                  A =      The fair market value of one share of the Common
                           Stock at the time the net issue election is made;

                  B =      The Exercise Price (as adjusted to the date of the
                           net issuance).

For purposes of this Section 6, the fair market value of one share of Common
Stock as of a particular date shall be the fair market value thereof, as
determined in good faith by the Board of Directors of the Company; provided,
that, if the Warrant is being exercised upon the closing of the IPO, the value
will be the Price to Public of one share of such Common Stock specified in the
final prospectus with respect to such offering.

                  6.       Certificates for Shares. Upon the exercise of the
purchase rights evidenced by this Warrant, one or more certificates for the
number of Shares so purchased shall be issued as soon as practicable thereafter
(with appropriate restrictive legends, if applicable), and in any event within
thirty (30) days of the delivery of the subscription notice.

                  7.       Issuance of Shares. The Company covenants that the
Shares, when issued pursuant to the exercise of this Warrant, will be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens, and
charges with respect to the issuance thereof.

                  8.       Adjustment of Exercise Price and Number of Shares.
The number of and kind of securities purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as
follows:

                                       2

<PAGE>

                           (a)      Subdivisions, Combinations and Other
Issuances. If the Company shall at any time prior to the expiration of this
Warrant subdivide its Common Stock, by split-up or otherwise, or combine its
Common Stock, or issue additional shares of its Common Stock or Common Stock as
a dividend with respect to any shares of its Common Stock, the number of Shares
issuable on the exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be
made to the purchase price payable per share, but the aggregate purchase price
payable for the total number of Shares purchasable under this Warrant (as
adjusted) shall remain the same. Any adjustment under this Section 9(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.

                           (b)      Reclassification, Reorganization and
Consolidation. In case of any reclassification, capital reorganization, or
change in the Common Stock of the Company (other than as a result of a
subdivision, combination, or stock dividend provided for in Section 9(a) above),
then, as a condition of such reclassification, reorganization, or change, lawful
provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the
Holder shall have the right at any time prior to the expiration of this Warrant
to purchase, at a total price equal to that payable upon the exercise of this
Warrant, the kind and amount of shares of stock and other securities and
property receivable in connection with such reclassification, reorganization, or
change by a holder of the same number of shares of Common Stock as were
purchasable by the Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate provisions shall be made
with respect to the rights and interest of the Holder so that the provisions
hereof shall thereafter be applicable with respect to any shares of stock or
other securities and property deliverable upon exercise hereof, and appropriate
adjustments shall be made to the purchase price per share payable hereunder,
provided the aggregate purchase price shall remain the same.

                           (c)      Notice of Adjustment. When any adjustment is
required to be made in the number or kind of shares purchasable upon exercise of
the Warrant, or in the Warrant Price, the Company shall promptly notify the
holder of such event and of the number of shares of Common Stock or other
securities or property thereafter purchasable upon exercise of this Warrant.

                  9.       No Fractional Shares or Scrip. No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of
this Warrant, but in lieu of such fractional shares the Company shall make a
cash payment therefor on the basis of the Exercise Price then in effect.

                  10.      No Shareholder Rights. Prior to exercise of this
Warrant, the Holder shall not be entitled to any rights of a shareholder with
respect to the Shares, including (without limitation) the right to vote such
Shares, receive dividends or other distributions thereon, exercise preemptive
rights or be notified of shareholder meetings, and such holder shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company. However, nothing in this Section 11 shall limit the right of the
Holder to be provided the Notices required under this Warrant.

                                       3

<PAGE>

                  11.      Transfers of Warrant. This Warrant and all rights
hereunder are not transferable in whole or in part by the Holder.

                  12.      Successors and Assigns. The terms and provisions of
this Warrant and the Purchase Agreement shall inure to the benefit of, and be
binding upon, the Company and the Holders hereof and their respective successors
and assigns.

                  13.      Amendments and Waivers. Any term of this Warrant may
be amended and the observance of any term of this Warrant may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Holder.

                  14.      Notices. All notices required under this Warrant and
shall be deemed to have been given or made for all purposes (i) upon personal
delivery, (ii) upon confirmation receipt that the communication was successfully
sent to the applicable number if sent by facsimile; (iii) one day after being
sent, when sent by professional overnight courier service, or (iv) five days
after posting when sent by registered or certified mail. Notices to the Company
shall be sent to the principal office of the Company (or at such other place as
the Company shall notify the Holder hereof in writing). Notices to the Holder
shall be sent to the address of the Holder on the books of the Company (or at
such other place as the Holder shall notify the Company hereof in writing).

                  15.      Attorneys' Fees. If any action of law or equity is
necessary to enforce or interpret the terms of this Warrant, the prevailing
party shall be entitled to its reasonable attorneys' fees, costs and
disbursements in addition to any other relief to which it may be entitled.

                  16.      Captions. The section and subsection headings of this
Warrant are inserted for convenience only and shall not constitute a part of
this Warrant in construing or interpreting any provision hereof.

                  17.      Governing Law. This Warrant shall be governed by the
laws of the State of California as applied to agreements among California
residents made and to be performed entirely within the State of California.

                                       4

<PAGE>

                  IN WITNESS WHEREOF, the Company caused this Warrant to be
executed by an officer thereunto duly authorized.

                                      SELECTICA, INC.

                                      By: /s/ Raj Jaswa
                                          --------------------------------------

                                      Name: Raj Jaswa

                                      Title: CEO

AGREED AND ACKNOWLEDGED:

MHJDGD SELECTICA TRUST

By: /s/ Morris Allan Hodges
    -----------------------------

Name: Morris Allan Hodges

Title: Trustee

<PAGE>

                               NOTICE OF EXERCISE

To:  SELECTICA, INC.

                  The undersigned hereby elects to [check applicable
subsection]:

________          (a)      Purchase _________________ shares of Series ___Common
                           Stock of _________________, pursuant to the terms of
                           the attached Warrant and payment of the Exercise
                           Price per share required under such Warrant
                           accompanies this notice;

                  OR

________          (b)      Exercise the attached Warrant for [all of the shares]
                           [________ of the shares] [cross out inapplicable
                           phrase] purchasable under the Warrant pursuant to the
                           net exercise provisions of Section 5 of such Warrant.

                  The undersigned hereby represents and warrants that the
undersigned is acquiring such shares for its own account for investment purposes
only, and not for resale or with a view to distribution of such shares or any
part thereof.

MHJDGD SELECTICA TRUST

By:_______________________

Name:_____________________

Title:____________________

Address:__________________

Date:_____________________

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