THIS  CONVERTIBLE  PROMISSORY NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE  "ACT").  NO SALE OR  DISPOSITION  MAY BE EFFECTED
EXCEPT IN COMPLIANCE  WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE  REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER,  SATISFACTORY
TO THE COMPANY,  THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT
OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


                           CONVERTIBLE PROMISSORY NOTE

$50,000.00                                                        April 11, 1997
                                                          Emeryville, California

         For value received  VERTICA  SOFTWARE,  INC., a California  corporation
("Company")  promises  to pay to  Art  Gingell,  an  individual  ("Holder")  the
principal  sum of Fifty  Thousand  Dollars  ($50,000.00)  with  interest  on the
outstanding  principal  amount at the rate of ten percent (10%) per annum or the
maximum rate permissible by law (which under the laws of the State of California
shall be deemed to be the laws  relating  to  permissible  rates of  interest on
commercial loans), whichever is less. Interest shall commence on the date hereof
and shall continue on the outstanding  principal until paid in full or converted
subject to the provisions herein.

         1. This note (the  "Note")  is issued  pursuant  to that  certain  Note
Purchase  Agreement between the Company and the Holder dated as of April 9, 1997
("Agreement"),  which shall govern the rights and obligations of the Company and
the terms and conditions with respect to all obligations hereunder.

         2. All payments of interest and  principal  shall be in lawful money of
the United States of America and shall be applied first to accrued interest, and
thereafter to principal.

         3. In the event that the Company issues and sells shares of its capital
stock (the "Securities") to investors  ("Investors") prior to April 9, 1998 (the
"Maturity  Date"),  with  aggregate  cash proceeds to the Company equal to or in
excess  of Three  Hundred  Thousand  Dollars  ($300,000),  then the  outstanding
principal  balance and unpaid accrued interest of this Note shall  automatically
convert into shares of the Company's  Securities purchased by the Investors at a
conversion  price equal to the lower of (i) One Dollar and Sixty  Cents  ($1.60)
per  share,  or (ii)  eighty  percent  (80%) of the price per share  paid by the
Investors purchasing the Securities.

         4. Unless this Note has been converted in accordance  with the terms of
Section 3 above, the entire outstanding principal balance and all unpaid accrued
interest on this Note shall  automatically  convert into shares of the Company's
Series A  Preferred  Stock at a  conversion  price equal to One Dollar and Sixty
Cents ($1.60) per share.

         5. BORROWER AND LENDER HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF THIS  NOTE,  INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY  CLAIMS.  This Note  shall be deemed  to be made  under,  and shall be
construed  in  accordance  with  and  governed  by  the  laws  of the  State  of
California, excluding conflicts of laws principles.


                                      VERTICA SOFTWARE, INC.


                                      By: /s/  Hans Nehme
                                         ---------------------------------------
                                         Hans Nehme
                                         President and Chief Executive Officer

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