EXECUTION

Exhibit
  10.22

THIS NOTE HAS NOT BEEN
  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE
  SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
  REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
  SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

SAGENT
  TECHNOLOGY, INC. 
  SECURED PROMISSORY NOTE

|US$2,000,000 | May
        16, 2003             
|------------ | ---------------------------------
|             | Mountain
        View, California

FOR
  VALUE RECEIVED Sagent Technology, Inc., a Delaware corporation (*Company*),
  promises to pay to Group 1 Software, Inc., a Delaware corporation (*Lender*),
  or its registered assigns, in lawful money of the United States of America the
  principal sum TWO MILLION DOLLARS ($2,000,000), or such lesser amount as shall
  equal the outstanding principal amount hereof, together with interest from the
  date of this Note on the unpaid principal balance at a rate equal to 12 percent
  (12.00%) per annum, computed on the basis of the actual number of days elapsed
  and a year of 365 days. All unpaid principal, together with any then unpaid
  and accrued interest and other amounts payable hereunder, shall be due and payable
  on the earlier of (i) July 31, 2003 (the *Maturity Date*),
  or (ii) when, upon or after the occurrence of a Change of Control (as defined
  below) or an Event of Default (as defined below), such amounts are declared
  due and payable by Lender or made automatically due and payable in accordance
  with the terms hereof. This Note is one of the Notes issued pursuant to that
  certain Note Purchase Agreement dated April 15, 2003 (as amended, modified or
  supplemented, the Note Purchase Agreement) by and between Company
  and Lender. Capitalized terms used but not otherwise defined herein shall have
  the meaning ascribed thereto in the Note Purchase Agreement.

THE
  OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY A SECURITY AGREEMENT DATED APRIL
  15, 2003 (THE *SECURITY AGREEMENT*) AND A PLEDGE AGREEMENT
  DATED APRIL 15, 2003 (THE *PLEDGE AGREEMENT*), EACH OF WHICH
  IS EXECUTED BY COMPANY FOR THE BENEFIT OF LENDER. ADDITIONAL RIGHTS OF LENDER
  ARE SET FORTH IN THE SECURITY AGREEMENT.

The
  following is a statement of the rights of Lender and the conditions to which
  this Note is subject, and to which Lender, by the acceptance of this Note, agrees:

1.
  *Definitions*. As used in this Note, the following capitalized terms
  have the following meanings:

(a)
  *Act* shall mean the Securities Act of 1933, as amended.

(b)
  *Affiliate* shall have the meaning set forth in Rule 12b-2
  promulgated under the Securities Exchange Act of 1934, as amended.

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(c)
  *Collateral* has the meaning given to it in the Security
  Agreement.

(d)
  *Change of Control* shall mean (i) any consolidation or merger
  involving the Company pursuant to which the Companys stockholders immediately
  prior to such consolidation or merger own less than fifty percent (50%) of the
  voting securities of the surviving entity or (ii) the sale of all or substantially
  all of the assets of Company.

(e)
  *Company* includes the corporation initially executing this
  Note and any Person which shall succeed to or assume the obligations of Company
  under this Note.

(f)
  *Event of Default* has the meaning given to it in Section
  7 hereof.

(g)
  *GAAP* shall mean generally accepted accounting principles
  as applied in the United States.

(h)
  *Lender* shall mean the Person specified in the introductory
  paragraph of this Note or any Person who shall at the time be the registered
  Lender of this Note.

(i)
  *Lender Expenses* shall mean all reasonable cost and expenses
  (including reasonable attorney fees and expenses) incurred in connection with
  the preparation, negotiation and enforcement of the Transaction Documents, and
  Lenders reasonable attorneys fees and expenses incurred in amending, enforcing
  or defending the Transaction Documents during and after an Event of Default
  (as set forth in *Section*7 hereof) whether or not a suit is brought.

(j)
  *Lien* has the meaning given to it in the Note Purchase Agreement.

(k)
  *Note Purchase Agreement* has the meaning given to it in
  the introductory paragraph hereof.

(l)
  *Obligations* shall mean and include all loans, advances,
  debts, liabilities and obligations, howsoever arising, owed by Company to Lender
  of every kind and description (whether or not evidenced by any note or instrument
  and whether or not for the payment of money), now existing or hereafter arising
  under or pursuant to the terms of this Note or any of the other Transaction
  Documents, including, all interest, fees, charges, expenses, attorneys
  fees and costs and accountants fees and costs chargeable to and payable
  by Company hereunder and thereunder, in each case, whether direct or indirect,
  absolute or contingent, due or to become due, and whether or not arising after
  the commencement of a proceeding under Title 11 of the United States Code (11
  U.S.C. *Section* 101 et seq.), as amended from time to time (including
  post-petition interest) and whether or not allowed or allowable as a claim in
  any such proceeding.

(m)
  *Permitted Liens* has the meaning given to it in the Note
  Purchase Agreement.

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(n)
  *Person* shall mean and include an individual, a partnership,
  a corporation (including a business trust), a joint stock company, a limited
  liability company, an unincorporated association, a joint venture or other entity
  or a governmental authority.

(o)
  *Pledge Agreement* has the meaning given to it in the second
  paragraph hereof.

(p)
  *Security Agreement* has the meaning given to it in the second
  paragraph hereof.

(q)
  *Transaction Documents* shall mean this Note, each of the
  other Notes issued under the Note Purchase Agreement, the Note Purchase Agreement,
  the Security Agreement and the Pledge Agreement together with any other document
  or agreement executed and delivered in connection herewith or therewith.

(r)
  *Material Adverse Effect* has the meaning given to it in
  the Note Purchase Agreement.

2.
  *Interest*.

(a)
  *Interest Rate*. Accrued interest on this Note shall be payable on the
  last business day of each calendar quarter until the outstanding principal amount
  hereof shall be paid in full at maturity, with the first such payment due on
  June 30, 2003.

(b)
  *Default Rate*. All unpaid principal, together with any unpaid and accrued
  interest and other amounts payable hereunder shall bear interest, from and after
  the occurrence and during the continuance of an Event of Default, at a rate
  equal to two and one-half percentage points (2 1/2%) above the interest rate
  applicable immediately prior to the occurrence of such Event of Default or the
  maximum rate permissible by law, whichever is less.

3.
  *Prepayment*. The Company may at anytime, upon five (5) days prior written
  notice to Lender, prepay this Note in whole; provided, however, that: (i) the
  outstanding principal of this Note for purposes of such prepayment shall be
  determined by multiplying the actual outstanding principal as of the date of
  the written notice by 120% (the *Deemed Outstanding Principal*)
  and (ii) any such prepayment will be applied first to the payment of expenses
  due under this Note and the other Transaction Documents, second to interest
  accrued on this Note and third, if the amount of prepayment exceeds the amount
  of all such expenses and accrued interest, to the payment of the Deemed Outstanding
  Principal.

4.
  *Change of Control*. Upon a Change of Control, all unpaid principal,
  together with any then unpaid and accrued interest and other amounts payable
  hereunder shall become immediately due and payable.

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5.
  *Affirmative Covenants*. Until such time as all unpaid principal, together
  with any unpaid and accrued interest and other amounts payable hereunder have
  been indefeasibly paid in full, Company shall:

(a)
  *Conduct of Business and Maintenance of Existence and Assets*. (i) Conduct
  continuously and operate actively its business according to good business practices
  and maintain all of its properties useful or necessary in its business in good
  working order and condition (reasonable wear and tear excepted and except as
  may be disposed of in accordance with the terms of this Note), including, without
  limitation, all intellectual property of Company and take all actions necessary
  to enforce and protect the validity of any such intellectual property; (ii)
  keep in full force and effect its existence and comply in all material respects
  with the laws, rules and regulations governing the conduct of its business where
  the failure to do so could reasonably be expected to have a Material Adverse
  Effect; and (iii) make all such reports and pay all such franchise and other
  taxes and license fees and do all such other acts and things as may be lawfully
  required to maintain its rights, licenses, leases, powers and franchises under
  the laws of the United States or any political subdivision thereof where the
  failure to do so could reasonably be expected to have a Material Adverse Effect
  on Company;

(b)
  *Violations*. Promptly notify Lender in writing of any violation by the
  Company of any law, statute, rule, regulation, or ordinance of any governmental
  body, or of any agency thereof, applicable to Company which could reasonably
  be expected to have a Material Adverse Effect;

(c)
  *Taxes*. Make, and cause each Subsidiary to make, due and timely payment
  or deposit of all material federal, state, and local taxes, assessments, or
  contributions required of it by law, and will execute and deliver to the Lender,
  promptly following the Lenders request therefore, appropriate certificates
  attesting to the payment thereof; and

(d)
  *Operational Agreements*. Upon the request of Lender, the Company and
  Lender shall enter into a mutually acceptable OEM agreement and/or distributor
  agreement with most favored nation status. Company and Lender also agree to
  negotiate in good faith an agreement whereby Company will provide Lender with
  the right of refusal with respect to any of its future outsourcing of research
  and development operations and any related training.

6.
  *Negative Covenants*. Until such time as all unpaid principal, together
  with any unpaid and accrued interest and other amounts payable hereunder have
  been paid in full, Company shall not:

(a)
  *Indebtedness*. Incur any Indebtedness, except (i) to Lender, (ii) in
  connection with capital lease arrangements or purchase money indebtedness incurred
  in the ordinary course of business, (iii) other Indebtedness incurred in the
  ordinary course of business in an aggregate outstanding principal amount not
  in excess of US$500,000 at any time or (iv) Indebtedness listed on the Company
  Disclosure Letter;

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(b)
  *Loans*. Make advances, loans or extensions of credit to any Person,
  including without limitation, any Subsidiary or Affiliate except for extensions
  of credit in the nature of accounts receivable, prepaid expenses or notes receivable
  arising from the sale, lease or license of goods or services in the ordinary
  course of business.

(c)
  *Guarantees*. Become liable upon the obligations or liabilities of any
  Person by assumption, endorsement or guaranty thereof or otherwise, except the
  endorsement of checks in the ordinary course of business or guaranties of Indebtedness
  of a Subsidiary permitted by *Section 6(a)(ii)* or *6(a)(iii);*

(d)
  *Dividends*. Pay any dividends or make any other distribution or payment
  on account of or in redemption, retirement or purchase of any capital stock,
  or permit any of its Subsidiaries to do so, except that (i) Company may repurchase
  the stock of former employees pursuant to stock repurchase agreements as long
  as an Event of Default does not exist prior to such repurchase or would not
  exist after giving effect to such repurchase or (ii) any Subsidiary may make
  dividends or distributions to Company;

(e)
  *Nature of Business*. Substantially change the nature of the business
  in which it is presently engaged, nor purchase or invest, directly or indirectly,
  in any assets or property other than in the ordinary course of business for
  assets or property which are useful in, necessary for and are to be used in
  its business as presently conducted;

(f)
  *Transactions with Affiliates*. Directly or indirectly, purchase, acquire
  or lease any property from, or sell, transfer or lease any property to, or otherwise
  enter into any transaction or deal with, any Affiliate other than in the ordinary
  course of business, on an armslength basis on terms and conditions no
  less favorable than terms and conditions which would have been obtainable from
  a Person other than an Affiliate;

(g)
  *Acquisitions*. Acquire all or a substantial portion of the assets or
  voting securities of any Person (or of any Subsidiary, division or operating
  unit of any Person);

(h)
  *Partnerships*. Enter into any partnership, joint venture or similar
  arrangement whereby Company is obligated to make any payments or other contributions
  in connection with such arrangements in excess of $75,000, individually or in
  the aggregate;

(i)
  *Retention Payments*. Without prior approval by Companys board
  of directors or compensation committee thereof, make any retention or bonus
  payment to any individual in an amount in excess of $100,000 individually or
  $250,000 in the aggregate; or

(j)
  *Transfers to Subsidiaries*. Transfer to Foreign Subsidiaries cash or
  other assets in an aggregate Net Amount outstanding on any date in excess of
  20% of the Companys market capitalization as of the close of the preceding
  business day; provided, that:

(i)
  such transfers shall be made in the ordinary course of business,

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| | (ii)
        a reduction in Companys market capitalization after making any transfers
        that were permitted by this *Section 6(j)* shall not render such
        transfers in violation of this***Section 6(j)*;
        and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)
      in the event Company requests a waiver of this covenant, Lender shall not
      unreasonably withhold its consent thereto. As used in this *Section 6(j)*

| |                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------
| | (1)
      *Foreign Subsidiary* shall mean any Subsidiary of Company
      that was not incorporated or organized in the United States, and

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)
      *Net Amounts* shall mean the aggregate outstanding amount
      of all transfers of cash or other assets to Foreign Subsidiaries, giving
      effect to (x) any previous or concurrent transfers of cash or other assets
      to Company from Foreign Subsidiaries and (y) any amounts previously or concurrently
      collected by Company in respect of accounts receivable that were invoiced
      directly by Company as a result of sales by Foreign Subsidiaries.

7.
  *Events of Default*. The occurrence of any of the following shall constitute
  an Event of Default under this Note:

(a)
  *Failure to Pay*. Company shall fail to pay (i) when due any principal
  or interest payment on the due date hereunder or (ii) any other payment required
  under the terms of this Note or any other Transaction Documents on the date
  due and such payment shall not have been made within three (3) business days
  of Companys receipt of Lenders written notice to Company of such
  failure to pay;

(b)
  *Voluntary Bankruptcy or Insolvency Proceedings*. Company shall (i) apply
  for or consent to the appointment of a receiver, trustee, liquidator or custodian
  of itself or of all or a substantial part of its property, (ii) be unable, or
  admit in writing its inability, to pay its debts generally as they mature, (iii)
  make a general assignment for the benefit of its or any of its creditors, (iv)
  be dissolved or liquidated, (v) commence a voluntary case or other proceeding
  seeking liquidation, reorganization or other relief with respect to itself or
  its debts under any bankruptcy, insolvency or other similar law now or hereafter
  in effect or consent to any such relief or to the appointment of or taking possession
  of its property by any official in an involuntary case or other proceeding commenced
  against it, or (vi) take any action for the purpose of effecting any of the
  foregoing;

(c)
  *Involuntary Bankruptcy or Insolvency Proceedings*. Proceedings for the
  appointment of a receiver, trustee, liquidator or custodian of Company or of
  all or a substantial part of the property thereof, or an involuntary case or
  other proceedings seeking liquidation, reorganization or other relief with respect
  to Company or the debts thereof under any bankruptcy, insolvency or other similar
  law now or hereafter in effect shall be commenced and an order for relief entered
  or such proceeding shall not be dismissed or discharged within thirty (30) days
  of commencement;

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(d)
  *Insolvency*. Company shall admit in writing or in a judicial proceeding
  it inability to pay its debts as they come due or cease operations of its present
  business;

(e)
  *Judgments*. Any judgment or judgments are rendered or judgment liens
  filed against Company for an aggregate amount in excess of US$500,000, not otherwise
  covered by insurance, which within forty-five (45) days of such rendering or
  filing is neither fully satisfied, stayed nor discharged of record; except that
  this *Section 7(e)* shall not apply to any matters related to or arising
  out of matters listed under *Section 3(i)* of the Company Disclosure
  Letter;

(f)
  *Representations and Warranties*. Any representation or warranty made
  by Company in this Note, any Transaction Document or in any certificate, furnished
  at any time in connection herewith or therewith shall not have been true and
  correct in all material respects when made;

(g)
  *Covenants*. Company shall be in breach of any covenant made hereunder
  or in any Transaction Document and such breach shall remain uncured for thirty
  (30) consecutive days.

(h)
  *Liens*. Any Lien in favor of Lender created under the Security Agreement
  or the Pledge Agreement with respect to any material portion of the Collateral
  for any reason ceases to be or is not a valid and perfected Lien;

(i)
  *Seizure*. Any material portion of the Collateral shall be seized or
  taken by a governmental body, or Company or the title and rights of Company
  or any original owner which is the owner of any material portion of the Collateral
  shall have become the subject matter of claim, litigation, suit or other proceeding
  which could, in the opinion of Lender, upon final determination, result in impairment
  or loss of the security provided by this Note or the Transaction Documents,
  and such action shall not have been stayed or dismissed within forty-five (45)
  days;

(j)
  *Key Employee*. Andre Boisvert shall cease to be employed by the Company
  or Michael Shannahan shall cease to be retained as a contractor by the Company
  for any reason whatsoever and a suitable replacement to the Lenders reasonable
  satisfaction shall not have assumed their respective positions within a period
  of forty-five (45) days after such position has first become vacated; *provided*,
  *however,* that in the event that Michael Shannahan ceases to be retained
  as a contractor by the Company, Lender hereby agrees that the continued employment
  of Patty Szoka with the Company as the chief accounting officer shall satisfy
  the foregoing replacement requirement with respect to the position held by Michael
  Shannahan;

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(k)
  *Value of Collateral*. Company shall have acknowledged in writing with
  the Securities and Exchange Commission that the value of a material portion
  of its Intellectual Property has suffered a material diminution in value. In
  no event shall any reduction solely in Companys goodwill be deemed a default
  under this *Section 7(k)*; or

(l)
  *Defaults*. A default shall have occurred under any other Indebtedness
  in an outstanding principal amount of $200,000 or more, which default permits
  the holder thereof to accelerate the maturity of such Indebtedness.

8.
  *Rights of Lender upon Default*. Upon the occurrence or existence of
  any Event of Default (other than an Event of Default, referred to in *Sections
  7(b)* and *7(c))* and at any time thereafter during the continuance
  of such Event of Default, Lender may, by written notice to Company, declare
  all outstanding Obligations payable by Company hereunder to be immediately due
  and payable without presentment, demand, protest or any other notice of any
  kind, all of which are hereby expressly waived. Upon the occurrence or existence
  of any Event of Default described in *Sections 7(b)* and *7(c),*
  immediately and without notice, all outstanding Obligations payable by Company
  hereunder shall automatically become immediately due and payable, without presentment,
  demand, protest or any other notice of any kind, all of which are hereby expressly
  waived. In addition to the foregoing remedies, upon the occurrence or existence
  of any Event of Default, Lender may exercise any other right power or remedy
  or otherwise permitted to it by law, either by suit in equity or by action at
  law, or both.

9.
  *Expenses*. Company shall reimburse and indemnify Lender for Lender Expenses
  which shall include, without limitation, reasonable attorneys fees (including
  the allocated costs of in-house counsel) and disbursements incurred by Lender
  (a) in all efforts made to enforce payment of any Obligation or effect collection
  of any Collateral or (b) in instituting, maintaining, preserving, enforcing
  and foreclosing on Lenders security interest in or Lien on any of the
  Collateral or maintaining, preserving or enforcing any of Lenders rights
  hereunder, in any case, whether through judicial proceedings or otherwise.

10.
  *Indemnity*. Company shall indemnify Lender and its officers, directors,
  Affiliates, attorneys, employees and agents (each, a *Indemnified Party*)
  from and against any and all liabilities, obligations, losses, damages, penalties,
  actions, judgments, suits, costs, expenses and disbursements of any kind or
  nature whatsoever (including, without limitation, fees and disbursements of
  counsel) which may be imposed on, incurred by, or asserted against Indemnified
  Party in any claim, litigation, proceeding or investigation instituted or conducted
  by any governmental agency or instrumentality or any other Person (other than
  another Indemnified Party or Company) relating to or arising out of this Note
  or any other Transaction Document, whether or not Indemnified Party is a party
  thereto, except to the extent that any of the foregoing arises out of the negligence,
  gross negligence or misconduct of the Indemnified Party.

11.
  *Successors and Assigns*. Subject to the restrictions on transfer described
  in *Sections 14* and *15* below, the rights and obligations of
  Company and Lender of this Note shall be binding upon
  and benefit the successors, assigns, heirs, administrators and transferees of
  the parties.

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12.
  *Entire Agreement*. This Note together with the other Transaction Documents
  constitute and contain the entire agreement among Company and Lender and supersede
  any and all prior agreements, negotiations, correspondence, understandings and
  communications among the parties, whether written or oral, respecting the subject
  matter hereof.

13.
  *Waiver and Amendment*. Any provision of this Note may be amended, waived
  or modified upon the written consent of Company and Lender.

14.
  *Transfer of this Note*. With respect to any offer, sale or other disposition
  of this Note, Lender will give written notice to Company prior thereto, describing
  briefly the manner thereof, together with a written opinion of Lenders
  counsel, or other evidence if reasonably satisfactory to Company, to the effect
  that such offer, sale or other distribution may be effected without registration
  or qualification (under any federal or state law then in effect). Upon receiving
  such written notice and reasonably satisfactory opinion, if so requested, or
  other evidence, Company, as promptly as practicable, shall notify Lender that
  Lender may sell or otherwise dispose of this Note, all in accordance with the
  terms of the notice delivered to Company. If a determination has been made pursuant
  to this *Section 14* that the opinion of counsel for Lender, or other
  evidence, is not reasonably satisfactory to Company, Company shall so notify
  Lender promptly after such determination has been made. Each Note thus transferred
  and each certificate representing the securities thus transferred shall bear
  a legend as to the applicable restrictions on transferability in order to ensure
  compliance with the Securities Act, unless in the opinion of counsel for Company
  such legend is not required in order to ensure compliance with the Securities
  Act. Company may issue stop transfer instructions to its transfer agent in connection
  with such restrictions. Subject to the foregoing, transfers of this Note shall
  be registered upon registration books maintained for such purpose by or on behalf
  of Company. Prior to presentation of this Note for registration of transfer,
  Company shall treat the registered Lender hereof as the owner and Lender of
  this Note for the purpose of receiving all payments of principal and interest
  hereon and for all other purposes whatsoever, whether or not this Note shall
  be overdue and Company shall not be affected by notice to the contrary.

15.
  *Assignment by Company*. Neither this Note nor any of the rights, interests
  or obligations hereunder may be assigned, by operation of law or otherwise,
  in whole or in part, by Company without the prior written consent of Lender.

16.
  *Notices*. All notices, requests, demands, consents, instructions or
  other communications required or permitted hereunder shall be in writing and
  faxed or delivered by courier to each party at the respective addresses of the
  parties as set forth in the Note Purchase Agreement, or at such other address
  or facsimile number as Company shall have furnished to Lender in writing. All
  such notices and communications shall be effective (a) when sent by Federal
  Express or other overnight service of recognized standing, on the second business
  day following the deposit with such service; and (b) when faxed, upon confirmation
  of receipt.

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17.
  *Usury*. In the event any interest is paid on this Note that is deemed
  to be in excess of the then legal maximum rate, then that portion of the interest
  payment representing an amount in excess of the then legal maximum rate shall
  be deemed a payment of principal and applied against the principal of this Note.

18.
  *Waivers*. Company hereby waives notice of default, presentment or demand
  for payment, protest or notice of nonpayment or dishonor and all other notices
  or demands relative to this instrument.

19.
  *Governing Law*. This Note and all actions arising out of or in connection
  with this Note shall be governed by and construed in accordance with the laws
  of the State of California, without regard to the conflicts of law provisions
  of the State of California, or of any other jurisdiction. EACH OF LENDER AND
  COMPANY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY
  WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION,
  PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

[Remainder
  of page intentionally left blank.]

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IN
  WITNESS WHEREOF, Company has caused this Note to be issued as of the date first
  written above.

| | SAGENT TECHNOLOGY, INC., a Delaware
      corporation
| | -----------------------------------------------------
| |                                                      
| | By:                                                  
| |                                                      
| |                                                      
| |                                                      

Acknowledged and Accepted:

GROUP 1 SOFTWARE, INC.
  a Delaware corporation

|By: | /s/   
|--- | ------
|    |       
|    | Name: 
|    | Title:

[Signature
  page to Secured Promissory Note]

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