<PAGE>   1
                                                                   Exhibit 10.18

                                    WARRANT

                          To Purchase Common Stock of

                             CALICO COMMERCE, INC.




                              Warrant No. HXHH 01

                      No. of Shares of Common Stock: 50,000


<PAGE>   2




                                    TABLE OF CONTENTS
                                       (CONTINUED)
<TABLE>
<CAPTION>
SECTION                                                                         PAGE
-------                                                                         ----
<S>     <C>                                                                     <C>
 1.     DEFINITIONS ...........................................................  1
 2.     EXERCISE OF WARRANT ...................................................  5
        2.1. Manner of Exercise ...............................................  5
        2.2. Payment of Taxes .................................................  6
        2.3. Fractional Shares ................................................  7
        2.4. Continued Validity ....................... .......................  7
 3.     TRANSFER, DIVISION AND COMBINATION ....................................  7
        3.1. Transfer .........................................................  7
        3.2. Division and Combination .........................................  8
        3.3. Expenses..........................................................  8
        3.4. Maintenance of Books ................:............................  8
 4.     ADJUSTMENTS ...........................................................  8
        4.1. Stock Dividends, Subdivisions and Combinations ...................  8
        4.2. Certain Other Distributions and Adjustments ......................  8
        4.3. Reorganization, Reclassification, Merger, Consolidation or
             Disposition of Assets ............................................  8
        4.4. Other Action Affecting Common Stock ..............................  8
 5.     NOTICES TO WARRANT HOLDERS ............................................  9
 6.     NO IMPAIRMENT .........................................................  9
 7.     RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR
        APPROVAL OF ANY GOVERNMENTAL  AUTHORITY ...............................  9

 8.     TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS .................... 10
 9.     RESTRICTIONS ON TRANSFERABILITY ....................................... 10
        9.1. Restrictive Legend ............................................... 10
        9.2. Notice of Proposed Transfers ..................................... 11
        9.3. Termination of Restrictions ...................................... 11
        9.4. Listing on Securities Exchange ................................... 11
 10.    SUPPLYING INFORMATION ................................................. 12
 11.    LOSS OR MUTILATION .................................................... 12
 12.    OFFICE OF COMPANY ..................................................... 12
 13.    FINANCIAL AND BUSINESS INFORMATION .................................... 12
</TABLE>

                                       ii

<PAGE>   3


                                    TABLE OF CONTENTS
                                       (CONTINUED)
<TABLE>
<CAPTION>
SECTION                                                                         PAGE
-------                                                                         ----
<S>     <C>                                                                     <C>
        13.1. Quarterly Information ........................................... 12
        13.2. Annual Information .............................................. 13
        13.3. Filings.......................................................... 13
 14.    LIMITATION OF LIABILITY................................................ 13
 15.    MISCELLANEOUS ......................................................... 13
        15.1. Nonwaiver and Expenses .......................................... 13
        15.2. Notice Generally ................................................ 14
        15.3. Remedies ........................................................ 14
        15.4. Successors and Assigns .......................................... 14
        15.5. Amendment ....................................................... 15
        15.6. Severability .................................................... 15
        15.7. Headings......................................................... 15
        15.8. Governing Law ................................................... 15
</TABLE>

                                      iii

<PAGE>   4


THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF
THIS WARRANT.

No. of Shares of Common Stock: 50,000 Warrant No.: HXHH 01

                                     WARRANT

                           To Purchase Common Stock of

                              CALICO COMMERCE, INC.

            THIS IS TO CERTIFY THAT Hefei Xin Hua Hai Electronics Limited or
registered assigns ("HXHH"), is entitled, at any time during the Exercise
Period (as hereinafter defined), to purchase from CALICO COMMERCE, INC., a
Delaware corporation ("Company"), 50,000 shares of Common Stock (as hereinafter
defined and subject to adjustment as provided herein), in whole or in part,
including fractional parts, at a purchase price per share equal to $1.00 all on
the terms and conditions and pursuant to the provisions hereinafter set forth.

1. DEFINITIONS

            As used in this Warrant, the following terms have the respective
meanings set forth below:

            "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by Company after the Closing Date, other than Warrant Stock.

            "Business Day" shall mean any day that is not a Saturday or Sunday
or a day on which banks are required or permitted to be closed in the State of
New York.

            "Closing Date" shall have the meaning set forth in the Purchase
Agreement.

            "Commission" shall mean the Securities and Exchange Commission or
any other federal agency then administering the Securities Act and other federal
securities laws.

            "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, $.001 par value, of Company as constituted on the
date hereof, and any capital stock into which such Common Stock may thereafter
be changed, and shall also include (i) capital stock of Company of any other
class (regardless of how denominated) issued to the holders of shares of Common
Stock upon any reclassification thereof which is also not preferred as to
dividends or assets over any other class of stock
<PAGE>   5

of Company and which is not subject to redemption and (ii) shares of common
stock of any successor or acquiring corporation (as defined in Section 4.3)
received by or distributed to the holders of Common Stock of Company in the
circumstances contemplated by Section 4.3.

            "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable,
with or without payment of additional consideration in cash or property, for
Additional Shares of Common Stock, either immediately or upon the occurrence of
a specified date or a specified event.

            "Current Market Price" shall mean, in respect of any share of Common
Stock on any date herein specified, One Dollar ($1.00) per share

            "Current Warrant Price" shall mean, in respect of a share of Common
Stock at any date herein specified, the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

            "Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.

            "Expiration Date" shall mean December 28, 2002.

            "Fully Diluted Outstanding" shall mean, when used with reference to
Common Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock Outstanding at such date and all shares
of Common Stock issuable in respect of this Warrant outstanding on such date,
and other options or warrants to purchase, or securities convertible into,
shares of Common Stock outstanding on such date which would be deemed
outstanding in accordance with GAAP for purposes of determining book value or
net income per share on a fully diluted basis.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America as from time to time in effect.

            "HXHH" shall mean, Hefei Xin Hua Hai Electronics Limited a People's
Republic of China corporation.

            "Holder" shall mean the Person in whose name the Warrant set forth
herein is registered on the books of Company maintained for such purpose.

            "Majority Holders" shall mean the holders of Warrants exercisable
for in excess of 50% of the aggregate number of shares of Common Stock then
purchasable upon exercise of all Warrants, whether or not then exercisable.



                                       2
<PAGE>   6

            "NASD" shall mean the National Association of Securities Dealers,
Inc., or any successor corporation thereto.

            "Other Property" shall have the meaning set forth in Section 4.3.

            "Outstanding" shall mean, when used with reference to Common Stock,
at any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of Company or any subsidiary thereof, and shall include all shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.

            "Person" shall mean any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, incorporated
organization, association, corporation, institution, public benefit corporation,
entity or government (whether federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division, agency,
body or department thereof).

            "Restricted Common Stock" shall mean shares of Common Stock which
are, or which upon their issuance on the exercise of this Warrant would be,
evidenced by a certificate bearing the restrictive legend set forth in Section
9.1(a).

            "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

            "Transfer" shall mean any disposition of any Warrant or Warrant
Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act.

            "Warrants" shall mean this Warrant and for purposes of Section 9
hereof, all warrants issued upon transfer, division or combination of, or in
substitution therefor.

            "Warrant Price" shall mean an amount equal to (i) the number of
shares of Common Stock being purchased upon exercise of this Warrant pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.

            "Warrant Stock" shall mean the shares of Common Stock purchased by
the holders of the Warrants upon the exercise thereof.

2. EXERCISE OF WARRANT

            2.1, Manner of Exercise. From and after the date hereof and until
5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), Holder
may exercise this Warrant, on any Business Day, for all or any part of the
number of shares of Common Stock purchasable hereunder.


                                       3
<PAGE>   7

            In order to exercise this Warrant, in whole or in part, Holder shall
deliver to Company at its principal office at 333 West San Carlos Street, Suite
300, San Jose, CA 95110 or at the office or agency designated by Company
pursuant to Section 12, (i) a written notice of Holder's election to exercise
this Warrant, which notice shall specify the number of shares of Common Stock to
be purchased, (ii) payment of the Warrant Price and (iii) this Warrant. Such
notice shall be substantially in the form of the subscription form appearing at
the end of this Warrant as Exhibit A, duly executed by Holder or its agent or
attorney. Upon receipt thereof, Company shall, as promptly as practicable, and
in any event within ten (10) Business Days thereafter, execute or cause to be
executed and deliver or cause to be delivered to Holder a certificate or
certificates representing the aggregate number of full shares of Common Stock
issuable upon such exercise, together with cash in lieu of any fraction of a
share, as hereinafter provided. The stock certificate or certificates so
delivered shall be, to the extent possible, in such denomination or
denominations as such Holder shall request in the notice (not less than 500
share denominations) and shall be registered in the name of Holder or, subject
to Section 9, such other name as shall be designated in the notice. This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and Holder or any other Person so
designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the notice, together with the
cash or check or other payment as provided below and this Warrant, is received
by Company as described above and all taxes required to be paid by Holder, if
any, pursuant to Section 2.2 prior to the issuance of such shares have been
paid. If this Warrant shall have been exercised in part, Company shall, at the
time of delivery of the certificate or certificates representing Warrant Stock,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase the
unpurchased shares of Common Stock called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant, or, at the request
of Holder, appropriate notation may be made on this Warrant and the same
returned to Holder. Notwithstanding any provision herein to the contrary,
Company shall not be required to register shares in the name of any Person who
acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in
accordance with this Warrant.

            Payment of the Warrant Price shall be made at the option of the
Holder by (i) certified or official bank check, and/or (ii) by the Holder's
surrender to Company of that number of shares of Warrant Stock (or the right to
receive such number of shares) or shares of Common Stock having an aggregate
Current Market Price equal to or greater than the Current Warrant Price for all
shares then being purchased (including those being surrendered), or (iii) any
combination thereof, duly endorsed by or accompanied by appropriate instruments
of transfer duly executed by Holder or by Holder's attorney duly authorized in
writing.

            2.2. Payment of Taxes. All shares of Common Stock issuable upon the
exercise of this Warrant pursuant to the terms hereof shall be validly issued,
fully paid and nonassessable and without any preemptive rights. Company shall
pay all expenses in connection with, and all taxes and other governmental
charges that may be imposed with


                                       4
<PAGE>   8

respect to, the issue or delivery thereof (excluding any taxes imposed upon
Holder's net income or gains arising from the exercise of this Warrant or
subsequent sale of the Common Stock acquired thereby) unless such tax or charge
is imposed by law upon Holder, in which case such taxes or charges shall be paid
by Holder. Company shall not be required, however, to pay any tax or other
charge imposed in connection with any transfer involved in the issue of any
certificate for shares of Common Stock issuable upon exercise of this Warrant in
any name other than that of Holder, and in such case Company shall not be
required to issue or deliver any stock certificate until such tax or other
charge has been paid or it has been established to the satisfaction of Company
that no such tax or other charge is due.

            2.3. Fractional Shares. Company shall not be required to issue a
fractional share of Common Stock upon exercise of any Warrant. As to any
fraction of a share which the Holder of one or more Warrants, the rights under
which are exercised in the same transaction, would otherwise be entitled to
purchase upon such exercise, except as otherwise provided in Section 2.1,
Company shall pay a cash adjustment in respect of such final fraction in an
amount equal to the same fraction of the Current Warrant Price per share of
Common Stock on the date of exercise.

            2.4. Continued Validity. A holder of shares of Common Stock issued
upon the exercise of this Warrant, in whole or in part (other than a holder who
acquires such shares after the same have been publicly sold pursuant to a
Registration Statement under the Securities Act or sold pursuant to Rule 144
thereunder), shall continue to be entitled with respect to such shares to all
rights to which it would have been entitled as Holder under Sections 9, 10 and
15 of this Warrant. Company will, at the time of each exercise of this Warrant,
in whole or in part, upon the request of the holder of the shares of Common
Stock issued upon such exercise hereof, acknowledge in writing, in form
reasonably satisfactory to such holder, its continuing obligation to afford to
such holder all such rights; provided, however, that if such holder shall fail
to make any such request, such failure shall not affect the continuing
obligation of Company to afford to such holder all such rights.

3. TRANSFER, DIVISION AND COMBINATION

            3.1. Transfer. Subject to compliance with Section 9 hereof, transfer
of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of Company referred to in
Section 2.1 or the office or agency designated by Company pursuant to Section
12, together with a written assignment of this Warrant substantially in the form
of Exhibit B hereto duly executed by Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, Company shall, subject to
Section 9, execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned



                                       5
<PAGE>   9

multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares for which this Warrant is exercisable immediately after such adjustment.

            4.2. Certain Other Distributions and Adjustments. (a) If at any time
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive any dividend or other distribution of:

                (i) any evidences of its indebtedness, any shares of its stock
or any other securities or property of any nature whatsoever (other than cash,
Convertible Securities or Additional Shares of Common Stock), or

                (ii) any warrants or other rights to subscribe for or purchase
any evidences of its indebtedness, any shares of its stock or any other
securities or property of any nature whatsoever (other than cash, Convertible
Securities or Additional Shares of Common Stock),

then Holder shall be entitled to receive such dividend or distribution as if
Holder had exercised this Warrant.

            (b) A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value)
into shares of Common Stock and shares of any other class of stock shall be
deemed a distribution by Company to the holders of its Common Stock of such
shares of such other class of stock within the meaning of paragraph (a) above
and, if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 4.1.

            4.3. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of Company), or sell, transfer or
otherwise dispose of all or substantially all its property, assets or business
to another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"), are
to be received by or distributed to the holders of Common Stock of Company, then
each Holder shall have the right thereafter to receive, upon exercise of such
Warrant, the number of shares of common stock of the successor or acquiring
corporation or of Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder


                                       6
<PAGE>   10

in compliance with Section 9, may be exercised by a new Holder for the purchase
of shares of Common Stock without having a new Warrant issued.

            3.2. Division and Combination. Subject to Section 9, this Warrant
may be divided or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by
Holder or its agent or attorney. Subject to compliance with Section 3.1 and with
Section 9, as to any transfer which may be involved in such division or
combination, Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

            3.3. Expenses. Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

            3.4. Maintenance of Books. Company agrees to maintain, at its
aforesaid office or agency, books for the registration and the registration of
transfer of the Warrants.

4. ADJUSTMENTS

            The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant, shall be subject to adjustment from time to time as set forth in
this Section 4. Company shall give each Holder notice of any event described
below which requires an adjustment pursuant to this Section 4 at the time of
such event.

            4.1. Stock Dividends, Subdivisions and Combinations. If at any time
Company shall:

            (a) take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend payable in, or other distribution of,
Additional Shares of Common Stock,

            (b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or

            (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock,

then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (ii) the Current Warrant Price
shall be adjusted to equal (A) the Current Warrant Price


                                       7
<PAGE>   11
of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than Company) shall expressly assume the due
and punctual observance and performance of each and every covenant and condition
of this Warrant to be performed and observed by Company and all the obligations
and liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined by resolution of the Board of Directors of Company)
in order to provide for adjustments of shares of Common Stock for which this
Warrant is exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 4. For purposes of this Section 4.3,
"common stock of the successor or acquiring corporation" shall include stock of
such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions of this Section 4.3 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.

            4.4. Other Action Affecting Common Stock. In case at any time or
from time to time Company shall take any action in respect of its Common Stock,
other than any action described in this Section 4, then, unless such action will
not have a material adverse effect upon the rights of the Holders, the number of
shares of Common Stock or other stock for which this Warrant is exercisable
and/or the purchase price thereof shall be adjusted in such manner as may be
equitable in the circumstances.

5. NOTICES TO WARRANT HOLDERS

            Whenever the number of shares of Common Stock for which this Warrant
is exercisable, or whenever the price at which a share of such Common Stock may
be purchased upon exercise of the Warrants, shall be adjusted pursuant to
Section 4, Company shall forthwith prepare a certificate to be executed by the
chief financial officer of Company setting forth, in reasonable detail, the
event requiring the adjustment and the method by which such adjustment was
calculated, specifying the number of shares of Common Stock for which this
Warrant is exercisable and (if such adjustment was made pursuant to Section 4.3
or 4.4) describing the number and kind of any other shares of stock or Other
Property for which this Warrant is exercisable, and any change in the purchase
price or prices thereof, after giving effect to such adjustment or change.
Company shall promptly cause a signed copy of such certificate to be delivered
to each Holder in accordance with Section 15.2. Company shall keep at its office
or agency designated pursuant to Section 12 copies of all such certificates and
cause the same to be available for inspection at said office during normal
business hours by any Holder or any prospective purchaser of a Warrant
designated by a Holder thereof.

6. NO IMPAIRMENT


                                       8
<PAGE>   12

            Company shall not by any action, including, without limitation,
amending its articles of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such actions as
may be necessary or appropriate to protect the rights of Holder against
impairment. Without limiting the generality of the foregoing, Company will take
all such action as may be necessary or appropriate in order that Company may
validly and legally issue fully paid and nonassessable shares of Common Stock
upon the exercise of this Warrant, including taking such action as is necessary
for the Current Warrant Price to be not less than the par value of the shares of
Common Stock issuable upon exercise of this Warrant, and (b) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
Company to perform its obligations under this Warrant.

            Upon the request of Holder, Company will at any times during the
period this Warrant is outstanding, not more than once per any twelve (12) month
period, acknowledge in writing, in form satisfactory to Holder, the continuing
validity of this Warrant and the obligations of Company hereunder.

7.      RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR
        APPROVAL OF ANY GOVERNMENTAL AUTHORITY

            From and after the date hereof, Company shall at all times reserve
and keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants. All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable, and not subject to preemptive rights.

            Before taking any action which would result in an adjustment in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Current Warrant Price, Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

            If any shares of Common Stock required to be reserved for issuance
upon exercise of Warrants require qualification with any governmental authority
or other governmental approval or filing under any federal or state law
(otherwise than as provided in Section 9) before such shares may be so issued,
Company will in good faith and as expeditiously as possible and at its expense
endeavor to cause such approval to be obtained or filing made.

8. TAKING OF RECORD STOCK AND WARRANT TRANSFER BOOKS


                                       9
<PAGE>   13

            In the case of all dividends or other distributions by Company to
the holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders, Company will in each such case
take such a record and will take such record as of the close of business on a
Business Day. Company will not at any time, except upon dissolution, liquidation
or winding up of Company, close its stock transfer books or Warrant transfer
books so as to result in preventing or delaying the exercise or transfer of any
Warrant.

9. RESTRICTIONS ON TRANSFERABILITY

            The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by
the provisions of this Section 9.

            9.1. Restrictive Legend. (a) Except as otherwise provided in this
Section 9, each certificate for Warrant Stock initially issued upon the exercise
of this Warrant, and each certificate for Warrant Stock issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with
a legend in substantially the following form:

               "The shares represented by this certificate have not been
        registered under the Securities Act of 1933, as amended, and may not be
        transferred in violation of such Act or the rules and regulations
        thereunder."

            (b) Except as otherwise provided in this Section 9, each Warrant
shall be stamped or otherwise imprinted with a legend in substantially the
following form:

               "This Warrant and the securities represented hereby have not been
        registered under the Securities Act of 1933, as amended, and may not be
        transferred in violation of such Act, the rules and regulations
        thereunder or the provisions of this Warrant."

            9.2. Notice of Proposed Transfers. Prior to or promptly following
any Transfer of any Warrants or any shares of Restricted Common Stock, the
holder of such Warrants or Restricted Common Stock shall give written notice to
Company of such Transfer. Each certificate, if any, evidencing such shares of
Restricted Common Stock issued upon such Transfer shall bear the restrictive
legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer
shall bear the restrictive legend set forth in Section 9.1(b), unless in the
opinion of counsel to such holder which is reasonably acceptable to Company such
legend is not required in order to ensure compliance with the Securities Act.



                                       10
<PAGE>   14
            9.3. Termination of Restrictions. Notwithstanding the foregoing
provisions of Section 9, the restrictions imposed by this Section upon the
transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Common Stock issuable upon the exercise of the Warrants) and the
legend requirements of Section 9.1 shall terminate as to any particular Warrant
or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable
upon the exercise of the Warrants) (i) when and so long as such security shall
have been effectively registered under the Securities Act and disposed of
pursuant thereto or (ii) when Company shall have received an opinion of counsel
reasonably satisfactory to it that such shares may be transferred without
registration thereof under the Securities Act. Whenever the restrictions imposed
by Section 9 shall terminate as to this Warrant, as hereinabove provided, the
Holder hereof shall be entitled to receive from Company, at the expense of
Company, a new Warrant without the restrictive legend set forth in Section
9.1(b). Whenever the restrictions imposed by this Section shall terminate as to
any share of Restricted Common Stock, as hereinabove provided, the holder
thereof shall be entitled to receive from Company, at Company's expense, a new
certificate representing such Common Stock not bearing the restrictive legend
set forth in Section 9.1(a).

            9.4. Listing on Securities Exchange. If Company shall list any
shares of Common Stock on any securities exchange, it will, at its expense, list
thereon, maintain and, when necessary, increase such listing of, all shares of
Common Stock issued or, to the extent permissible under the applicable
securities exchange rules, issuable upon the exercise of this Warrant so long as
any shares of Common Stock shall be so listed during any such Exercise Period.

10. SUPPLYING INFORMATION

            Company shall cooperate with each Holder of a Warrant and each
holder of Restricted Common Stock in supplying such information as may be
reasonably necessary for such holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11. LOSS OR MUTILATION

            Upon receipt by Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written agreement of HXHH shall be sufficient indemnity),
and in case of mutilation upon surrender and cancellation hereof, Company will
execute and deliver in lieu hereof a new Warrant of like tenor to such Holder;
provided, in the case of mutilation, no indemnity shall be required if this
Warrant in identifiable form is surrendered to Company for cancellation.


                                       11
<PAGE>   15

12. OFFICE OF COMPANY

            As long as any of the Warrants remain outstanding, Company shall
maintain an office or agency (which may be the principal executive offices of
Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant.

13. FINANCIAL AND BUSINESS INFORMATION

            13.1. Quarterly Information. To the extent Company is not required
to file quarterly reports (pursuant to the Exchange Act) with the Commission,
Company will deliver to each Holder, as soon as practicable after the end of
each of the first three quarters of Company, and in any event within 45 days
thereafter, one copy of an unaudited consolidated balance sheet of Company and
its subsidiaries as at the close of such quarter, and the related unaudited
consolidated statements of income and cash flows of Company for such quarter
and, in the case of the second and third quarters, for the portion of the fiscal
year ending with such quarter, setting forth in each case in comparative form
the figures for the corresponding periods in the previous fiscal year. Such
financial statements shall be prepared by Company in accordance with GAAP
(without period-end adjustments or footnotes) and accompanied by the
certification of Company's chief executive officer or chief financial, officer
that such financial statements are complete and correct and present fairly the
consolidated financial position, results of operations and cash flows of Company
and its subsidiaries as at the end of such quarter and for such year-to-date
period, as the case may be.

            13.2. Annual Information. To the extent Company is not required to
file annual reports (pursuant to the Exchange Act) with the Commission, Company
will deliver to each Holder as soon as practicable after the end of each fiscal
year of Company, and in any event within 90 days thereafter, one copy of:

                (i) an audited consolidated balance sheet of Company and its
subsidiaries as at the end of such year, and

                (ii) audited consolidated statements of income and cash flows of
Company and its subsidiaries for such year;

setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all prepared in accordance with GAAP, and
which audited financial statements shall be accompanied by (i) an opinion
thereon of the independent certified public accountants regularly retained by
Company, or any other firm of independent certified public accountants of
recognized national standing selected by Company and (ii) a report of such
independent certified public accountants confirming any adjustment made pursuant
to Section 4 during such year.

            13.3. Filings. Company will file on or before the required date all
regular or periodic reports (pursuant to the Exchange Act) with the Commission
and will


                                       12
<PAGE>   16

deliver to Holder promptly upon their becoming available one copy of each
report, notice or proxy statement sent by Company to its stockholders generally,
and of each regular or periodic report (pursuant to the Exchange Act) and any
Registration Statement, prospectus or written communication (other than
transmittal letters) (pursuant to the Securities Act), filed by Company with (i)
the Commission or (ii) any securities exchange on which shares of Common Stock
are listed.

14. LIMITATION OF LIABILITY

            No provision hereof, in the absence of affirmative action by Holder
to purchase shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of such Holder for
the purchase price of any Common Stock or as a stockholder of Company, whether
such liability is asserted by Company or by creditors of Company.

15. MISCELLANEOUS

            15.1. Nonwaiver and Expenses. No course of dealing or any delay or
failure to exercise any tight hereunder on the part of either party shall
operate as a waiver of such tight or otherwise prejudice such party's rights,
powers or remedies. If either party fails to make, when due, any payments
provided for hereunder, or fails to comply with any other provision of this
Warrant, the non-compliant party shall pay to the other party such amounts as
shall be sufficient to cover any costs and expenses including, but not limited
to, reasonable attorneys' fees, including those of appellate proceedings,
incurred in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.

            15.2. Notice -Generally. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Warrant shall be sufficiently given or made
if in writing and either delivered in person with receipt acknowledged or sent
by registered or certified mail, return receipt requested, postage prepaid, or
by telecopy and confirmed by telecopy answerback, addressed as follows:

            (a) If to any Holder or holder of Warrant Stock, at its last known
address appearing on the books of Company maintained for such purpose.

            (b) If to Company at

                Calico Commerce, Inc.
                333 West San Carlos Street
                Suite 300.
                San Jose, CA 95110
                Attention: Corporate Counsel
                Telecopy Number: 408.278.8483


                                       13
<PAGE>   17

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback, or three (3) Business Days after the same shall have been deposited
in the United States mail. Failure or delay in delivering copies of any notice,
demand, request, approval, declaration, delivery or other communication to the
person designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration, delivery
or other communication.

            15.3. Remedies. Each holder of Warrant and Warrant Stock, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under Section 9 of this Warrant. Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of Section 9 of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

            15.4. Successors and Assigns. Subject to the provisions of Sections
3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of Company and the successors and
assigns of Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and, with respect to
Section 9 hereof, holders of Warrant Stock, and shall be enforceable by any such
Holder or holder of Warrant Stock.

            15.5. Amendment. This Warrant and all other Warrants may be modified
or amended or the provisions hereof waived with the written consent of Company
and the Majority Holders, provided that no such Warrant may be modified or
amended to reduce the number of shares of Common Stock for which such Warrant is
exercisable or to increase the price at which such shares may be purchased upon
exercise of such Warrant (before giving effect to any adjustment as provided
therein) without the prior written consent of the Holder thereof.

            15.6. Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Warrant.

            15.7. Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


                                       14
<PAGE>   18

            15.8. Governing Law; Jury Waiver. This Warrant shall be governed by
the laws of the State of California, without regard to the provisions thereof
relating to conflict of laws. The parties hereto waive all right to trial by
jury in any action or proceeding to enforce or defend any rights under this
Warrant.


                                       15
<PAGE>   19

            IN WITNESS WHEREOF, Company has caused this Warrant to be duly
executed and attested by its Secretary or an Assistant Secretary.

Dated: December 28, 2000

                                CALICO COMMERCE, INC.

                                By: /s/ Arthur F. Knapp, Jr.
                                    ------------------------------
                                    Name:  Arthur F. Knapp, Jr.
                                    Title: Vice President, Finance
                                           and CFO

 Attest:

By: /s/ Arthur F. Knapp, Jr.
    ---------------------------
    Name:  Arthur F. Knapp, Jr.
    Title: Secretary


                                       16
<PAGE>   20


                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

            The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of ________ Shares of Common Stock of
CALICO COMMERCE, INC. and herewith makes payment therefor, all at the price and
on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to whose address is ________ and, if such shares of Common Stock shall
not include all of the shares of Common Stock issuable as provided in this
Warrant, that a new Warrant of like tenor and date for the balance of the shares
of Common Stock issuable hereunder be delivered to the undersigned,

                                   ---------------------------------------------
                                   (Name of Registered Owner)

                                   ---------------------------------------------
                                   (Signature of Registered Owner)

                                   ---------------------------------------------
                                   (Street Address)

                                   ---------------------------------------------
                                   (City) (State)           (Zip Code)

 NOTICE;        The signature on this subscription must correspond with the name
                as written upon the face of the within Warrant in every
                particular, without alteration or enlargement or any change
                whatsoever.



<PAGE>   21

                                   EXHIBIT B

                                 ASSIGNMENT FORM

            FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
tights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:

Name and Address of Assignee                                    No. of Shares of
                                                                Common Stock

and does hereby irrevocably constitute and appoint _____________________________
attorney-in-fact to register such transfer on the books of CALICO COMMERCE, INC.
maintained for the purpose, with full power of substitution in the premises.

Dated:                                     Print Name: _________________________

                                           Signature: __________________________

                                           Witness: ____________________________

NOTICE:        The signature on this assignment must correspond with the name as
               written upon the face of the within Warrant in every particular,
               without alteration or enlargement or any change whatsoever.