IMANAGE INC
EXHIBIT 10.10
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>f67343ex10-10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.10

October 31, 2000


Attn: Mark Culhane, CFO
iManage, Inc.
2121 S El Camino Real, Suite 400
San Mateo, CA 94403

Dear Mr. Culhane:

     This letter is written in connection with that certain Loan and Security
Agreement between Silicon Valley Bank ("Bank") and iManage, Inc. ("Borrower"),
dated March 31, 1999 and related loan documents (as amended from time to time,
collectively, the "Loan Agreement"). Borrower is in default of the Cash Losses
covenant set forth in Section 6.10 for the quarter ended September 30, 2000.

     Bank hereby waives Borrower's existing default under the Loan Agreement by
virtue of Borrower's failure to comply with the foregoing provisions.

     Notwithstanding the waiver described above, Borrower shall be required to
be in compliance with this covenant for each subsequent quarter beginning with
the quarter ending December 31, 2000.

     Bank's agreement to waive the above-described default (1) in no way shall
be deemed an agreement by the Bank to waive Borrower's compliance with this
above-described covenant as of all other dates and (2) shall not limit or impair
the Bank's right to demand strict performance of this covenant as of all other
dates and (3) shall not limit or impair the Bank's right to demand strict
performance of all other covenants as of any date.

     By signing below and returning this letter to Bank, Borrower acknowledges
that the Loan Agreement is hereby modified in accordance with the provisions set
forth above. Borrower further understands and agrees that in modifying the Loan
Agreement, Bank is relying upon Borrower's representations, warranties, and
agreements, as set forth in the Loan Agreement. Except as expressly modified
pursuant to this letter, the terms of the Loan Agreement remain unchanged and in
full force and effect. Bank's agreement to modify the Loan Agreement in
accordance with the provisions set forth in this letter in no way shall obligate
Bank to make any future waivers or modifications to the Loan Agreement. Nothing
in this letter shall constitute a satisfaction of the Borrower's indebtedness to
Bank. It is the intention of Bank and Borrower to retain as liable parties all
makers and endorsers of the Loan Agreement, unless the party is expressly
released in writing. No maker or endorser will be released by virtue of this
letter. The terms of this paragraph apply not only to this letter, but also to
all subsequent loan modification agreements.

     The provisions of this letter shall not be deemed effective until such time
as Borrower shall have returned a countersigned copy to Bank.

                                        Very truly yours,

                                        SILICON VALLEY BANK


                                        By: CHRIS STEDMAN
                                           ----------------------
                                        Title: VP
                                              -------------------
<PAGE>   2

By executing below, the undersigned acknowledges and confirms the effectiveness
of this letter to amend the provisions of Section 6.10 of the Loan Agreement.


IMANAGE, INC.


By: MARK A CULHANE
   -----------------------------
Title: CFO
      --------------------------
Date:  10/31/00
      --------------------------
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