THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
         QUALIFIED  UNDER  ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT BE  SOLD,
         TRANSFERRED,  ASSIGNED OR  HYPOTHECATED  UNLESS  THERE IS AN  EFFECTIVE
         REGISTRATION  STATEMENT  UNDER SUCH ACT COVERING  THIS NOTE AND/OR SUCH
         SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
         OF THE NOTE  AND/OR SUCH  SECURITIES  SATISFACTORY  TO THE  CORPORATION
         STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
         FROM THE REGISTRATION AND PROSPECTUS DELIVERY  REQUIREMENTS OF SUCH ACT
         AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW.

         FORM OF

                           CONVERTIBLE PROMISSORY NOTE

$______________                                                 January __, 2000

         1. Obligation.  FOR VALUE RECEIVED,  Vertica Software, Inc., a Colorado
corporation  (hereinafter  called the  "Corporation"),  hereby  promises  to pay
_________________      (hereinafter      called      the      "Holder"),      on
____________________________   (the  "Maturity  Date"),  the  principal  sum  of
_________________________________________  Dollars  ($______.00),  together with
accrued  interest on such  principal  sum at the annual  rate of twelve  percent
(12%).

         2. Medium Of Payment.  The principal and accrued  interest on this Note
are  payable  in lawful  money of the United  States of America at the  Holder's
address set forth below,  or at such other address as the Holder hereof may from
time to time designate to the Corporation in writing.

         3. Prepayment.  The Corporation may, upon giving the Holder thirty (30)
days prior written notice, prepay this Note, in whole or in part, at any time.

         4. Extension/Conversion. On or before _______________, 2000, the Holder
shall,  by giving written  notice to the  Corporation  (the "Election  Notice"),
elect to (i) convert the entire principal and accrued interest on this Note into
Common Stock shares of the Corporation at a conversion price equal to 55% of the
closing  sale price of the Common  Stock as reported on the OTCBB on the date of
the  Election  Notice,  (ii)  extend  the  Maturity  Date  of this  Note  for an
additional six (6) months,  or (iii) have the principal and accrued  interest on
this Note paid on the original  Maturity  Date.  If the Holder elects to convert
this Note into shares of Common  Stock,  no shares of the  Corporation  shall be
issued to the  Holder,  and the  Holder  shall  have no rights to  receive

                                       1.

<PAGE>

such shares,  until the  Corporation  has received this Note from the Holder for
cancellation,  and upon such receipt,  the  Corporation  will promptly issue and
deliver to the Holder a certificate of its Common Stock evidencing the number of
shares  into which this Note will have been  converted.  If the Holder  fails to
give the Election Notice by  ___________,  2000, such failure shall be deemed an
election by the Holder to have the  principal  and accrued  interest on the Note
paid on the original  Maturity  Date. If the Holder elects to convert this Note,
then the Holder shall also be entitled to receive a warrant (the  "Warrant")  to
acquire  that  number  of shares of  Common  Stock of the  Corporation  equal to
twenty-five  percent  (25%) of the  principal  amount of this Note.  The Warrant
shall have an exercise price equal to the closing sale price of the Common Stock
as reported on the OTCBB on the date of this Note.

         5.  Default.  In the event of default in the payment of  principal  and
accrued interest on this Note when due, then the entire  outstanding  balance of
principal and accrued  interest shall become  immediately due and payable at the
option of the Holder of this Note.

         6.  Investment  Representation.  Neither this Note,  the Warrant or the
Common Stock shares  issuable upon the  conversion of this Note or issuable upon
the exercise of the Warrant have been  registered  under the  Securities  Act of
1933,  as  amended  (the  "Securities  Act"),  or  under  any  applicable  state
securities laws.  Holder  acknowledges by acceptance of the Note that (a) he has
acquired  this Note for  investment  and not with a view toward or in connection
with  distribution  thereof;  (b) he has a  pre-existing  personal  or  business
relationship with the Corporation,  or its executive  officers,  or by reason of
his  business or  financial  experience  he has the  capacity to protect his own
interests  in  connection  with the  transaction;  and (c) he is an  "Accredited
Investor"  as such  term  is  defined  under  Rule  501  promulgated  under  the
Securities  Act.  Holder agrees that any shares issuable upon conversion of this
Note or exercise of the Warrant will be acquired for  investment  and not with a
view toward distribution  thereof,  and such shares will not be registered under
the Securities Act and applicable  state  securities  laws, and that such shares
may have to be held  indefinitely  unless they are  subsequently  registered  or
qualified  under the  Securities Act and applicable  state  securities  laws or,
based on an opinion of counsel  reasonably  satisfactory to the Corporation,  an
exemption from such  registration  and  qualification is available.  Holder,  by
acceptance  hereof,  consents  to the  placement  of the  following  restrictive
legend,  or similar  legend,  on each  certificate to be issued to Holder by the
Successor Company in connection with the issuance of such shares:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED UNDER ANY
STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS (A) THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT OR LAWS
COVERING SUCH  SECURITIES,  OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION,  STATING THAT SUCH
SALE, TRANSFER,  ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND

                                       2.

<PAGE>

PROSPECTUS  DELIVERY  REQUIREMENTS  OF SUCH  ACT AND ANY  FURTHER  QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE LAWS."

         7.  Public  Offering  Lock-Up.  In  connection  with  any  underwritten
registration  of the  Corporation's  securities,  the  Holder  agrees,  upon the
request of the  Corporation  and the  underwriters  managing  such  underwritten
offering of the Company's securities, not to sell, make any short sale of, loan,
grant any  option for the  purchase  of, or  otherwise  dispose of any shares of
Common Stock  issuable  upon  conversion of this Note or exercise of the Warrant
without the prior written consent of the Corporation and such  underwriters,  as
the case may be, for such period of time not to exceed fourteen (14) days before
and one hundred eighty (180) days after the effective date of such  registration
as the  underwriters  may specify.  The Corporation and underwriters may request
such additional  written  agreements in furtherance of such standoff in the form
reasonably satisfactory to the Corporation and such underwriter. The Corporation
may also impose  stop-transfer  instructions  with respect to the shares and any
other securities subject to the foregoing restrictions until the end of said one
hundred eighty (180) day period.

         8. Notices.  Any communication or notices may be delivered or mailed to
the offices of the  Corporation  at its  principal  place of business and to the
Holder at the Holder's  address set forth below,  or to such other  addresses as
the Corporation, or Holder, may designate in writing from time to time.

         9. Applicable  Law/Attorneys'  Fees. This Note shall be governed by and
construed in accordance  with the laws of the State of California  applicable to
contracts between California residents entered into and to be performed entirely
within the State of  California.  If an action is brought to collect  this Note,
the  Holder  hereof  shall be  entitled  to  receive  all  costs  of  collection
including, without limitation, reasonable attorneys' fees.

         10.  Waiver/Assignment.  The  undersigned  hereby  waives  presentment,
demand,  protest,  and notice of nonpayment or dishonor of this Note.  This Note
may not be  assigned  by the Holder  without  the  Corporation's  prior  written
consent.

         11. Note  Confers No Rights of  Shareholder.  The Holder shall not have
any  rights as a  shareholder  of the  Corporation  with  regard  to the  shares
issuable hereunder prior to actual conversion hereunder.

         Executed on January ___, 2000, at Emeryville, California.


                             Vertica Software, Inc.

                             By:
                                --------------------------------
                                (Signature)

                                       3.

<PAGE>

                                --------------------------------
                                (Print Name & Title)



         The name and address of the registered Holder of this Note is:


         ---------------------------
         (Name)

         ---------------------------
         (Address)

                                       4.