No. N-2 Palo Alto, California
February 1, 1998
FOR VALUE RECEIVED, W. Virginia Walker promises to pay to Sagent
Technology, Inc., a California corporation (the 'Company'), the principal sum of
Four Hundred Twenty-Two Thousand Two Dollars and Twenty Cents ($422,002.20),
together with interest on the unpaid principal hereof from the date hereof at
the rate of five and forty-seven hundreths percent (5.47%) per annum, compounded
Principal and interest shall be due and payable on February 1, 2001.
Payment of principal and interest shall be made in lawful money of the United
States of America.
The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.
This Note is subject to the terms of the Option Agreement, dated as of
September 29, 1997. This note is secured in part by a pledge of the Company's
Common Stock under the terms of a Security Agreement of even date herewith and
is subject to all the provisions thereof.
The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.
In the event the undersigned shall cease to be an employee, director or
consultant of the Company for any reason, this Note shall, at the option of the
Company, be accelerated, and the whole unpaid balance on this Note of principal
and accrued interest shall be immediately due and payable.
Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by the
W. Virginia Walker
/s/ W. Virginia Walker