ASSET PURCHASE AGREEMENT



        THIS ASSET PURCHASE AGREEMENT, dated as of December ___, 2001, is made

and entered into by and among Calico Commerce, Inc., a Delaware corporation,

formerly known as Calico Technology, Inc. (the "Seller"), and PeopleSoft, Inc.,

a Delaware corporation ("Purchaser"), with reference to the following:



                                    RECITALS



        WHEREAS, subject to the terms and conditions set forth in this

Agreement, Purchaser desires to purchase from Seller, and Seller desires to sell

to Purchaser, certain of the assets and properties of Seller, and in exchange

therefor, Purchaser has agreed to pay the Purchase Price to Seller; and



        WHEREAS, in order to effectuate the purchase and sale described in this

Agreement, Seller intends to commence a voluntary case (the "Bankruptcy Case")

under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code")

in the United States Bankruptcy Court for the Northern District of California,

San Jose Division (the "Bankruptcy Court") on a date occurring as soon as

practicable after execution of this Agreement (the "Petition Date");



                                    AGREEMENT



        NOW, THEREFORE, in consideration of the foregoing and the mutual

representations, warranties, covenants, promises and agreements set forth

herein, the parties hereby agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



        SECTION 1.01. Definitions. For the purposes of this Agreement and the

schedules and exhibits attached to this Agreement, the following terms shall

have the meaning set forth below:



        "Acquisition Agreements" means this Agreement, the Servicing Agreement,

the License Agreement, the Indemnity Escrow Agreement, and all of the other

agreements, documents and instruments by or between Purchaser and Seller or any

of its Affiliates contemplated by this Agreement.



        "Action" means any action, cause of action, Claim, demand, suit,

litigation, proceeding (public or private), arbitration or investigation

initiated or undertaken by any Governmental Authority or any other Person.



        "Affiliate" with respect to any specified Person, means any other Person

that directly or indirectly through one or more intermediaries owns a majority

of the outstanding voting securities of such specified Person.



        "Agreement" means this Asset Purchase Agreement.





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        "Assignment and Assumption Agreement" means that certain Assignment and

Assumption Agreement dated as of the Closing Date, to be entered into by

Purchaser and Seller, in substantially the form attached hereto as Exhibit G.



        "Assumed Contracts" means any Assumed Licenses and the other Contracts

set forth on Exhibit B to this Agreement, as such Exhibit B shall have been

modified, amended, or supplemented prior to Closing.



        "Assumed Liabilities" has the meaning given to it in Section 2.02 of

this Agreement.



        "Assumed Licenses" means any Inbound License Agreements and End User

License Agreements that are assumed by Seller and assigned by Seller to

Purchaser.



        "Avoidance Actions" means any action, adversary proceeding or contested

matter, and the proceeds thereof, or right of Seller to bring any action,

adversary proceeding or contested matter, arising by virtue of the commencement

of the Bankruptcy Case, including, without limitation, any actions commenced

pursuant to Bankruptcy Code Sections 522, 541, 542, 543, 544, 545, 547, 548,

549, 552, 553, 554 or 724.



        "Bankruptcy Case" has the meaning given to it in the recitals to this

Agreement.



        "Bankruptcy Code" has the meaning given to it in the recitals to this

Agreement.



        "Bankruptcy Court" has the meaning given to it in the recitals to this

Agreement.



        "Benefit Plan" means any Employee Benefit Plan or any Employee Pension

Benefit Plan.



        "Bill of Sale" means that certain Bill of Sale dated as of the Closing

Date, to be entered into by Seller, in substantially the form attached hereto as

Exhibit K.



        "Books and Records" means with respect to any Person, all files,

documents, instruments, papers, books and records (including books and records

contained in any electronic, mechanical or photographic medium, whether

computerized or not) of such Person's operations, affairs, prospects, assets or

Liabilities, including pricing guidelines, ledgers, journals, title policies,

customer and marketing materials, marketing information, product data sheets,

customer account histories, correspondence, and profiles, sales training and

presentation materials, customer support materials, support bulletins, vendor

lists, Contracts, licenses, customer lists, permits, computer files and

programs, retrieval programs, operating data and plans.



        "Business" means the business of Seller and its Affiliates, as operated

by them immediately prior to execution of this Agreement, including the

development, marketing and distribution of interactive selling solution

software.



        "Business Day" means a day other than a Saturday, Sunday or any other

day on which commercial banks in the City of San Francisco are authorized or

required to close.



        "Claim" means any (a) demand for or right to payment, whether or not

reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,

unmatured, disputed, undisputed,





                                       2

<PAGE>





legal, equitable, secured or unsecured; or (b) demand for or right to an

equitable remedy for breach of performance if such breach gives rise to an

alleged right or right to payment, whether or not such an alleged right or right

to an equitable remedy is reduced to judgment, fixed, contingent, matured,

unmatured, disputed, undisputed, secured or unsecured; provided, however that

"Claim" shall not include Accounts within the meaning of the Servicing

Agreement.



        "Closing" and "Closing Date" have the respective meanings given to them

in Section 2.07 of this Agreement.



        "Closing Deadline" means February 15, 2002, or such later date mutually

agreed to by Purchaser and Seller pursuant to Section 8.01 of this Agreement.



        "Code" means the Internal Revenue Code of 1986, as amended.



        "Consent" means any consent, approval, waiver, agreement, license, or

report or notice to, any Person.



        "Contract" or "Contracts" means any agreement, contract, license,

legally binding commitment, instrument, understanding or arrangement, whether

written or oral, relating to the Purchased Assets, in each case, as amended,

supplemented, waived or otherwise modified, and includes Technology Distribution

Agreements, Employee Agreements with persons identified in Section 4.10(f)(ii),

and the agreements identified in Section 4.10(f)(vii) and Exhibit B.

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