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                                                                    EXHIBIT 10.7

                             SECURED PROMISSORY NOTE

US$250,000                                                 September 1, 2000
                                                           Palo Alto, California

        FOR VALUE RECEIVED, Henri Richard and Gay P. Richard, husband and wife
(jointly and severally, the "Borrower"), promise to pay to WebGain, Inc., a
Delaware corporation (the "Lender"); at 5425 Stevens Creek Boulevard, Santa
Clara CA 95051, or such other place as Lender may from time to time designate,
in lawful money of the United States, the principal sum of Two Hundred Fifty
Thousand Dollars (US$250,000), plus interest thereon, in the manner set forth
below.

        1. INTEREST. Interest on the principal sum of this secured promissory
note ("Note") will accrue at the rate of six and twenty-two one-hundredths
percent (6.22%) per annum, based on a 365-day year and the actual number of days
elapsed, and will be compounded annually.

        2. MATURITY DATE. Unless otherwise accelerated pursuant to the
provisions of this Note, the entire principal sum and all accrued and unpaid
interest, together with all other sums payable hereunder (collectively, the
"Obligations"), will be due and payable in full on August 31, 2004. (The earlier
of the date on which the Obligations are accelerated and August 31, 2004 is
referred to in this Note as the "Maturity Date.") In the event that a
registration statement filed in connection with an initial public offering of
Lender's capital stock does not become effective prior to August 31, 2004, and
provided further that an Event of Default (as that term is defined below in
section 7) has not occurred, then the Maturity Date will be extended to August
31, 2009.

        3. DEFAULT INTEREST. If Borrower fails to make timely any payment,
whether or not Lender has declared a default hereunder, interest will accrue on
the unpaid portion of the Obligations at the rate of eleven percent (11%) per
annum commencing on the Maturity Date and continuing until all of the
Obligations are irrevocably paid in full by Lender.

        4. PREPAYMENT. This Note may be prepaid in whole or in part, at any
time.

        5. APPLICATION OF PAYMENTS. All payments received by Lender will be
applied first to all fees, costs, and expenses incurred by Lender with respect
to this Note or any other document executed by Borrower in connection herewith;
second, to accrued and unpaid interest; and third, to the unpaid principal
balance of this Note.

        6. SECURITY. The payment and performance of all of Lender's obligations
under this Note, including but not limited to Lender's repayment of the
Obligations, is secured by a lien against and security interest in the premises
commonly known and numbered as 13925 Mirmirou Drive; Los Altos Hills, Santa
Clara County, California (the "Premises"), as is more fully described in a deed
of trust of even date herewith from Borrower to Lender (the "Deed of Trust").
Borrower represents and warrants to Lender that the Deed of Trust is a lien
against the Premises junior in priority only to the deed of trust dated December
17, 1998, from Borrower to Citibank, F.S.B., which was recorded as Document No.
14567248 in the Santa Clara County Recorder's Office on December 23, 1998 (the
"First Deed of Trust"). Borrower covenants and agrees that until all of the
Obligations are paid in full, Borrower will not borrow any money that will
increase any outstanding indebtedness, the repayment of which is secured by the
First Deed of Trust, or by a lien on or security interest in the Premises that
is senior in priority to the lien on and security interest in the Premises that
Borrower has granted to Lender in the Deed of Trust.

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        7. DEFAULT. Each of the following will constitute an "Event of Default"
under this Note:

            7.1. Borrower fails to pay when due any of the Obligations.

            7.2. Borrower defaults in the performance of any of its material
obligations under any provision of the Deed of Trust.

            7.3. Any warranty or representation made by Borrower in this Note or
in the Deed of Trust is untrue in any material respect, in any case on any date
as of which the facts set forth are stated or certified.

            7.4. Borrower institutes a voluntary case seeking liquidation or
reorganization under Chapter 7 or Chapter 11, respectively, of the United States
Bankruptcy Code, or consent: to the institution of an involuntary case
thereunder against it; or Borrower files a petition initiating or otherwise
institutes any similar proceeding under any other applicable federal or state
law, or consents thereto; or Borrower applies for, or by consent or acquiescence
there is an appointment of or order entered by a court of competent jurisdiction
appointing a receiver, liquidator, sequestrator, trustee or other officer with
similar powers; or Borrower makes an assignment for the benefit of creditors; or
Borrower admits in writing its inability to pay its debts generally as they
become due; or, if an involuntary case is commenced seeking the liquidation or
reorganization of Borrower under Chapter 7 or Chapter 11, respectively, of the
United States Bankruptcy Code, or any similar proceeding is commenced against
Borrower under any other applicable federal or state law, and (1) the petition
commencing the involuntary case is not timely controverted; or (2) the petition
commencing the involuntary case is not dismissed within thirty (30) days of its
filing; or (3) a trustee (interim or otherwise) is appointed to take possession
of all or a portion of the Borrower's assets, or to operate all or any part of
the business of Borrower; or (4) an order for relief is issued or entered
therein.

            7.5. Lender does not have or ceases to have a valid and perfected
second lien on and security interest in the Premises.

        8. Acceleration. If any Event of Default described above in section 7
occurs, all Obligations will become due and payable immediately upon the
expiration of the respective number of Business Days set forth below following
Borrower's receipt of written notice of such Event of Default (the "Cure
Period"):

              EVENT OF DEFAULT UNDER          CURE PERIOD (BUSINESS DAYS):
              SECTION 7:
              7.1, 7.5                                      2
              7.2, 7.3, 7.4                                 5

Cure Periods will run concurrently, not consecutively. As used in this Note,
"Business Day" means any day that is not a Saturday, a Sunday, or a legal
holiday in the State of California.

        9. REMEDIES. If any Event of Default remains uncured after the
expiration of the respective Cure Period, then Lender may exercise any and all
of the remedies provided in this Note, the Deed of Trust, and by law, without
further notice to Borrower.

        10. WAIVERS. Borrower, and any endorsers or guarantors hereof, severally
waive diligence, presentment, protest and demand, and also notice of protest,
demand, dishonor, acceleration, intent to accelerate, and nonpayment of this
Note, and expressly agree that this Note, or any payment hereunder, may be
extended from time to time without notice, and


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consent to the acceptance of further security or the release of any security for
this Note, all without in any way affecting the liability of Borrower or any
endorsers or guarantors hereof. No extension of time for the payment of this
Note, or any installment hereof, agreed to by Lender with any person now or
hereafter liable for the payment of this Note, will affect the original
liability of Borrower under this Note, even if Borrower is not a party to such
agreement. Lender may waive its right to require performance of or compliance
with any term, covenant or condition of this Note only by express written
waiver.

        11. MAXIMUM LEGAL RATE OF INTEREST. All agreements between Borrower and
Lender, whether now existing or hereafter arising, are hereby limited so that in
no event will the interest charged hereunder or agreed to be paid to Lender
exceed the maximum amount permissible under applicable law. Lender will be
entitled to amortize, prorate and spread throughout the full term of this Note
all interest paid or payable so that the interest paid does not exceed the
maximum amount permitted by law. If Lender ever receives interest or anything
deemed interest in excess of the maximum lawful amount, an amount equal to the
excessive interest will be applied to the reduction of the principal, and if it
exceeds the unpaid balance of principal hereof, such excess will be refunded to
Borrower. If interest otherwise payable to Lender would exceed the maximum
lawful amount, the interest payable will be reduced to the maximum amount
permitted under applicable law. This paragraph will control all agreements
between Borrower and Lender in connection with the indebtedness evidenced
hereby.

        12. Representations and Warranties. Borrower represents and warrants to
Lender that it has full power, authority, and legal right to execute, deliver,
and comply with this Note and any other document or instrument relating to this
Note to be executed by it. All actions of Borrower that are necessary or
appropriate for the execution and delivery of and compliance with this Note and
such other documents and Instruments have been taken. Upon its execution and
delivery, this Note will constitute the valid and legally binding obligation of
Borrower, enforceable against it in accordance with its terms, subject only to
bankruptcy, insolvency, reorganization, moratorium and other laws applicable to
creditors' rights or the collection of debtors' obligations generally.

        13. SUCCESSORS AND ASSIGNS. The terms of this Note will inure to the
benefit of and bind Borrower and Lender and their respective successors,
assigns, agents, representatives, and all persons claiming by or through them.

        14. TIME. Time is of the essence with respect to all of the provisions
of this Note.

        15. REPLACEMENT NOTE. If this Note is destroyed, lost or stolen,
Borrower will deliver a new secured promissory note to Lender on the same terms
and conditions as this Note, with a notation of the unpaid principal and accrued
and unpaid interest in substitution of the prior Note. Lender will furnish to
Borrower reasonable evidence that the Note was destroyed, lost or stolen and any
security or indemnity that may be reasonably required by Borrower In connection
with the replacement of this Note.

        16. GOVERNING LAW: ARBITRATION: VENUE; EQUITABLE RELIEF.

            16.1. Governing Law. This Note will be governed by and construed and
enforced in accordance with the laws of the State of California, without regard
to principles of conflicts of laws.

            16.2. Initiation of Arbitration Proceeding. Borrower agrees that all
disputes, claims and controversies between Borrower and Lender concerning the
interpretation or enforcement of this Note, or any other matter arising out of
or relating to this Note, will be


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arbitrated pursuant to the provisions of this section. Either Borrower or Lender
may initiate an arbitration proceeding by making a written demand for
arbitration and serving a notice of said demand upon the adverse party by hand
delivery or overnight, express carrier, and upon the San Francisco regional
office of J - A - M - S ("JAMS"). A written response to the demand must be
served upon the initiating party and JAMS within ten (10) days of the adverse
party's receipt of the demand.

            16.3. Selection of Arbitrator. The arbitration will be conducted by
a single arbitrator who is a retired judge associated with the San Francisco
regional office of JAMS. The arbitrator will be selected in accordance with the
JAMS Rules of Practice & Procedure for Arbitration then in effect (the "JAMS
Rules") within fourteen (14) days of the service of the written demand for
arbitration. If Borrower and Lender cannot so agree upon the selection of the
arbitrator within the fourteen (14) day period, then the arbitration will be
conducted by a single arbitrator who will be a retired judge associated with the
San Francisco regional office of JAMS, and who will be selected by JAMS within
five (5) days of the service of a written request that JAMS select the
arbitrator.

            16.4. Venue. Borrower covenants and agrees that any arbitration
proceeding instituted under the provisions of this Note will be conducted in San
Francisco through the San Francisco regional office of JAMS. Borrower
acknowledges to Lender that its agreement to abide by the specific provisions of
this section is a material inducement to Lender to make the loan evidenced by
this Note, and that Lender is reasonably relying upon Borrower's representation.

            16.5. Arbitration Hearing and Award. The arbitration hearing will be
conducted within thirty (30) days of the appointment of the arbitrator. The
arbitration will be conducted In accordance with the JAMS Rules. The
arbitrator's award will be conclusive and binding upon Borrower and Lender. The
arbitrator's award will provide, among other things, that the prevailing party
in the arbitration is entitled to recover from the adverse party its costs and
expenses incurred in connection therewith including, without limitation,
attorneys' fees as determined by the arbitrator, the costs of the arbitration,
and actual out-of-pocket expenses including, without limitation, expert witness
and consultants' fees, if any. Judgment upon the arbitrator's award may be
entered in any court of competent jurisdiction.

            16.6. Equitable Relief. The Arbitrator has the authority to grant
Lender or Borrower equitable relief on such terms and conditions as it deems
reasonably necessary or appropriate.

        IN WITNESS WHEREOF, Borrower has executed this Note as of the date and
year first above written.

Borrower:



/s/    GAY P. RICHARD                           /s/     HENRI RICHARD
---------------------------------               --------------------------------
       GAY P. RICHARD                                   HENRI RICHARD


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