[REGENT PACIFIC LETTERHEAD]

February 9, 2000

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


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

This Third 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, and March 12, 1999 (the "Original
Retainer Agreement", "First Amendment" and "Second Amendment", respectively).
Except for the amendments expressly contained herein, the Original Retainer
Agreement and First Amendment and Second Amendment shall remain in full force
and effect.

1.   The paragraph of the Original Retainer Agreement as amended by the First
     Amendment and Second 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 forty-nine (49) months, including services
          covering a non-cancelable period beginning on July 31, 1997 and ending
          on February 28, 2001 (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 and Second Amendment entitled "Term of Agreement" is hereby amended in
its entirety as follows:

          "TERM OF AGREEMENT: The term of this agreement shall be for forty-nine
          (49) months, unless earlier terminated in accordance with this
          paragraph. Regent Pacific hereby commits the availability of its
          resources to Verity under this
<PAGE>   2
      agreement for the full forty-nine (49) 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 forty-nine (49) month period by providing
      written notice to Regent Pacific at any time on or before February 28,
      2001. 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, 2001. Regent
      Pacific may withdraw from this assignment at any time with Verity's
      consent or for good cause without Verity's 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 February 9, 2000

VERITY, INC.

(Signifies full agreement with all terms and conditions)


By: /s/ CHARLES P. WAITE, JR.
    -------------------------------------
    Charles P. Waite, Jr.
    Director, on Behalf of the Board of Directors


By: /s/ STEVEN M. KRAUSZ
    ------------------------------------
    Steven M. Krausz
    Director, on Behalf of the Board of Directors

Source: OneCLE Business Contracts.