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                                                                   EXHIBIT 10.19


PERSONAL & CONFIDENTIAL


February 22, 2001

Ms. Shelly Begun
Vice President of Human Resources
Calico Commerce Inc.
RiverPark Towers
333 West San Carlos Street
San Jose, CA 95110

RE:  FINANCIAL SERVICES PROPOSAL

Dear Shelly:

The Financial Services Division of David Powell, Inc. (DPI) has developed the
following proposal for finance assistance for Calico Commerce Inc. (CCI). Les
Wright will be assigned as the Acting Chief Financial Officer at CCI.

SERVICES

DPI is proposing that Les will be responsible for various finance and
accounting functions including:

1.   Assisting with the development of a business model and both cash and
operating plans that would allow CCI to achieve "break-even" in the next 6 to 12
months.

2.   Managing the finance and administrative staff including legal, accounting,
planning, treasury and IR personnel.

3.   Providing oversight and recommendations with regard to the hiring of a
financial planning staff to help oversee CCI's forecasting and business
planning functions.

4.   Serving as a "sounding board" to management and the Board of Directors.

5.   Performing other accounting and administrative services, as required.

TIMING

Les can begin work immediately upon the execution of this agreement.

We can meet as often as you would like to discuss:

1.   If CCI' expectations are being met.

2.   The progress to date.

3.   The cost/benefit relationship for both companies.

*** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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Ms. Shelly Begun
February 22, 2001
Page Two


COST

Les' time, as the Acting Chief Financial Officer, will be billed at a rate of
$*** per month (payable in two bi-weekly installments), based on a 5-day
workweek. As part of the fee for Les' services, *** options will be granted upon
his starting date with the company. Those options will vest monthly and will be
100% vested 6-months and are to be exercisable for minimum of five years.

In addition, there will be a $*** bonus paid to DPI each quarter based upon Les'
achieving specific quarterly objectives that will be mutually established by Les
and the Chief Executive Officer, Alan Naumann, at the beginning of each 3-month
period.

Upon the sale of the company, ***% of the sale price (as defined by the
investment banker's agreement, if applicable) will be paid as a cash bonus. The
sale must come directly as a result of Les' efforts and the bonus is still due
even if the sale is completed within *** months of his departure. The value of
the vested options on the date of transaction close will be deducted from this
amount.

A deposit of $20,000 is required to begin this assignment and will be applied
at the end of the engagement.

TERMS

Fees are billed on the 16th and the 1st of the month for the prior period and
are due upon receipt. A copy of DPI's Standard Terms and Conditions is attached
as Exhibit A.

APPROVAL

Shelly, if the above is agreeable to you, please sign this letter in the space
below and return the original copy to DPI.

Again, thank you for giving the Financial Services Division of David Powell,
Inc. the opportunity to be of service to Calico Commerce Inc. We look forward
to working with you.

Sincerely,                                   Accepted:

                                             /s/ SHELLY BEGUN
                                             ---------------------------------
Michael W. Scott                             Ms. Shelly Begun
President                                    Vice President of Human Resources
Financial Services Division                  Calico Commerce Inc.

MWS/adp
Enclosure                                    2-22-01
                                             ---------------------------------
                                             Date

cc:  Alan Naumann, CEO, Calico Commerce Inc.
     Les Wright
     Toni Bedal

*** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
    WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
    TO THE OMITTED PORTIONS.
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                                                                   November 1999

                                   EXHIBIT A
                         STANDARD TERMS AND CONDITIONS
                DAVID POWELL, INC. - FINANCIAL SERVICES DIVISION

1. Services: David Powell, Inc., Financial Services Division ("DPI") will use
reasonable efforts to perform the services (the "Services") described in the
engagement letter between DPI and the Client addressed therein (the "Letter")
to which these Standard Terms and Conditions are attached as Exhibit A. Client
will provide DPI with all resources (physical and human) reasonably requested
by DPI to enable DPI to perform the Services.

2. Fees and Expenses: Unless otherwise specified in the engagement letter, fees
will be billed semi-monthly, on the sixteenth and first day of each month.
Expenses incurred by DPI on behalf of the Client will be billed on the
sixteenth and the first day of the month when incurred with the fee billings.
All invoices are due upon receipt.

3. Terms: Unless otherwise specified in the engagement letter, this engagement
will continue for two months. After the minimum two-month engagement period,
however, either party may terminate the engagement by giving the other party 30
days' prior written notice. The term of the engagement may be extended at any
time by mutual agreement of the parties and, unless otherwise agreed, the
provisions of the Letter and these Standard Terms and Conditions will apply to
any such extension.

4. Independent Contractor: DPI is an independent contractor, and will indemnify
the Client and hold it harmless to the extent of any obligation imposed by law
on the Client to pay any withholding taxes, social security, unemployment or
disability insurance, or similar items in connection with any payments made by
the Client for the Services.

5. No Assurance of Funding: Client acknowledges and understands that DPI cannot
and does not guarantee that Client will obtain funding which it deems
acceptable or adequate as a result of DPI's performance of the Services.

6. Indemnification: Client will indemnify DPI and hold it harmless from all
claims made against DPI in connection with its performance of the Services to
the fullest extent permitted under applicable law, except when such claims
arise as a result of DPI's negligence, gross or willful misconduct. Client
represents and warrants to DPI that its Articles of Incorporation and Bylaws
contain provisions authorizing such indemnification.

7. Non-Solicitation: Client and DPI each agree not to solicit the other's
employees without the other's prior written consent. If an employee should
resign from one party and become employed by the other party within the 120-day
period following such employee's effective date of resignation, then the hiring
party will be deemed to have breached its obligations hereunder. The parties
agree that, in such event, the hiring party will pay the other party, for such
breach, an amount equal to one-fourth (1/4) of the terminated employee's first
year's targeted cash compensation, including base salary and bonus, offered by
the hiring party.

8. Expiration: The proposal contained in this letter is valid for ten calendar
days from proposal date.