CALICO COMMERCE INC/
EXHIBIT 10.23
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<TYPE>EX-10.23
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<FILENAME>f79196ex10-23.txt
<DESCRIPTION>EXHIBIT 10.23
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                                                                   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.



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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

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