Securities Purchase Agreement (2005)Full Document 

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                               AMENDMENT NUMBER 1
                                       TO
                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------

         THIS IS AMENDMENT NUMBER 1 (the "Amendment") being executed and
delivered by and between Sagient Research Systems, Inc., formerly named PCS
Research Technology, Inc., a Delaware corporation ("Sagient"), and Global
Capital Funding Group, L.P., a Delaware limited partnership, ("GCFG"), and dated
as of November 22, 2005 in order to amend that certain Securities Purchase
Agreement by and between Sagient and GCFG dated as of December 14, 2001 (the
"Securities Purchase Agreement").

                                    RECITALS

         The parties to this Amendment wish to (i) amend certain terms of that
certain secured promissory note dated as of December 14, 2001 in the principal
amount of $1,425,000 issued pursuant to the Securities Purchase Agreement (the
"Primary Note"), and (ii) restructure the obligations underlying the Primary
Note, including the Maturity Date, all as further set forth below.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual promises contained in
this Amendment and other good and valuable consideration, the sufficiency,
mutuality and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:

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