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                                                                   EXHIBIT 10.34



               [REGENT PACIFIC MANAGEMENT CORPORATION LETTERHEAD]



June 10, 2002



Mr. Charles P. Waite, Jr., Director
Mr. Steven M. Krausz, Director
Verity, Inc.
894 Ross Drive
Sunnyvale, CA  94089


RE:     FIFTH AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
        CORPORATION AND VERITY, INC.


This Fifth Amendment to Retainer Agreement sets forth certain amendments to the
Retainer Agreement between Regent Pacific Management Corporation, a California
corporation ("Regent Pacific"), and Verity, Inc., a Delaware corporation, and
its wholly-owned and controlled subsidiaries (collectively, "Verity") dated July
31, 1997, as amended on April 13, 1998, March 12, 1999, February 9, 2000 and
March 13, 2001 (the "Original Retainer Agreement", "First Amendment", "Second
Amendment", "Third Amendment", and Fourth Amendment respectively). Except for
the amendments expressly contained herein, the Original Retainer Agreement,
First Amendment, Second Amendment, Third Amendment and Fourth Amendment shall
remain in full force and effect.

1.  The paragraph of the Original Retainer Agreement as amended by the First
    Amendment, Second Amendment, Third Amendment and Fourth Amendment entitled
    "Fees" is hereby amended in its entirety as follows:

        "FEES: We have agreed to provide the work product included in this
        agreement for a period of seventy-three (73) months, including services
        covering a non-cancelable period beginning on July 31, 1997 and ending
        on February 28, 2003 (the "Non-Cancelable Period"). This service shall
        be $50,000 per week, payable in four (4) week increments, each to be
        paid in advance of each Regent Pacific standard four-week billing
        period. It is agreed and understood between us that the payments of such
        cash fees are to be made immediately preceding the start of each
        four-week billing period, and that failure to pay such periodic payments
        when due shall constitute a breach of this agreement by Verity. It is
        further understood that Regent Pacific's fees are to be paid in advance
        of the work to be performed, and that the initial payment is to be paid
        on or before July 31, 1997. It is further agreed that such cash payments
        are earned in full upon receipt by Regent Pacific, by virtue of our
        accepting this agreement and the responsibilities it entails, and are
        nonrefundable."

2.  The paragraph of the Original Retainer Agreement as amended by the First
    Amendment, Second Amendment, Third Amendment and Fourth Amendment entitled
    "Term of Agreement" is hereby amended in its entirety as follows:

        "TERM OF AGREEMENT: The term of this agreement shall be for
        seventy-three (73) months, unless earlier terminated in accordance with
        this paragraph. Regent Pacific hereby commits the availability of its
        resources to Verity under this agreement for the full seventy-three (73)
        month term of the engagement, or for the full term of the agreement, if
        such term is extended by Verity as provided in this paragraph. Verity
        may discharge Regent Pacific at any time after the Non-Cancelable Period
        provided that Verity has delivered a 60-day written notice of intent to
        cancel this agreement. Verity may, at its option, extend the term of
        this agreement for an additional twenty-six (26) week period beyond the
        seventy-three (73) month period by providing written notice to Regent
        Pacific at any time on or before February 28, 2003. If Verity elects to
        exercise its option to extend the term of this agreement for such
        twenty-six (26) week period, the Non-Cancelable Period also shall be
        extended automatically through August 31, 2003. Regent Pacific may
        withdraw from this assignment at any time with Verity's consent or for
        good cause without Verity's




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        consent. Good cause also includes Verity's breach of this agreement
        (including Verity's failure to pay any invoice within five working days
        of presentation), or any fact or circumstance that would render our
        continuing participation in the assignment unethical or unlawful."



Very truly yours,

REGENT PACIFIC MANAGEMENT CORPORATION



By:  /s/ GARY J. SBONA
    -------------------------------------------
         Gary J. Sbona
         Chairman and Chief Executive Officer

THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
Dated: June 17, 2002

VERITY, INC.
(Signifies full agreement with all terms and conditions)



/s/ STEVEN M. KRAUSZ                         /s/ CHARLES P. WAITE, JR.
-----------------------------------          -----------------------------------
Steven M. Krausz, Director,                  Charles P. Waite, Jr., Director,
on Behalf of the Board of Directors          on Behalf of the Board of Directors