RESTATED SUBORDINATED SECURED PROMISSORY NOTE

Exhibit 10.2

RESTATED SUBORDINATED SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, eGain Communications Corporation, a Delaware corporation (the “ Company ” ), promises unconditionally to pay to the order of              , and his or its successors or assigns (the “ Lender ” ) during Lender’s regular business hours at such place as Lender may from time to time designate,              dollars ($              ) (the “ Face Amount ” ). This Note amends and restates the subordinated secured promissory notes in the face amount of $             dated              which were issued to the Lender pursuant to that certain Note and Warrant Purchase Agreement, dated as of              (the “ Note Purchase Agreement ” ), between the Company and the Lender. THIS NOTE IS SECURED BY THE GRANT OF A SECURITY INTEREST IN ALL ASSETS OF THE COMPANY AS FURTHER PROVIDED IN THE NOTE PURCHASE AGREEMENT. THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT WITH CERTAIN LENDERS OF THE COMPANY A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY UPON REQUEST. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Note Purchase Agreement. The following terms shall apply to this Note:

1. Interest Rate. Except as provided by Sections 5(b), 6(b) and 11 below, no interest shall be payable by the Company to the Lender under this Note.

2. Principal Repayments. The Company shall repay the entire outstanding Face Amount on March 31, 2012 (the “ Maturity Date ” ).

3. Repayment Extension. If any payment under this Note shall be due on a Saturday, Sunday or any other day on which banks in the State of California are required or permitted to be closed, such payment shall be made on the next day on which such banks are not required or permitted to be closed and such extension of time shall be included in computing interest under this Note.

4. Manner and Application of Payments. All payments due hereunder shall be paid in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, in immediately available funds, without offset, deduction or recoupment. Any payment by check or draft shall be subject to the condition that any receipt issued therefore shall be ineffective unless the amount due is actually received by the Lender. Each payment shall be applied first to the payment of any and all costs, fees and expenses incurred by or payable to the Lender in connection with the collection or enforcement of this Note, second to the payment of all unpaid late charges (if any), and third, to the payment of the Face Amount, or in any other manner which Lender may, in its sole discretion, elect from time to time.

5. Mandatory Prepayment .

(a) In the event the Company consummates a Sale Transaction (as defined below), this Note shall be prepaid in full by the Company on or before the closing of such Sale Transaction by payment of the amount set forth in clause (b) below to Lender.

(b) In the event the Company must prepay this Note under subsection (a) immediately above (i) the Company shall pay to the Lender the sum of (i) $              minus the aggregate amount of Prepaid Principal (as defined in Section 6) previously paid by the Company to the Lender (the “ Outstanding Principal ” ), (ii) a deemed interest rate component equal to the amount of interest which would have accrued on the Outstanding Principal from the date of issuance of this Note through the date of prepayment of such Note (assuming an annual interest rate of 12%, compounded annually, and a 360 day year) and (iii) an additional interest component which shall equal 20% of the amount of interest which would have accrued on the Outstanding Principal for such Note between the date of prepayment and the Maturity Date (assuming for this purpose only a deemed annual interest rate of 15%, compounded annually, and a 360 day year). Upon such prepayment, the Company shall not thereafter be obligated to pay, and the Lender shall not thereafter be entitled to receive payment of, the Face Amount.

(c) For purposes of this Section 5, a “ Sale Transaction ” shall be defined to include any merger, consolidation, or other business combination in which beneficial ownership of securities representing in the aggregate in excess of 50% of the voting power of the Company are transferred, or a sale of all or substantially all of the Company’s assets.

6. Voluntary Prepayment .

(a) The Company may prepay this Note in full or in part (provided, however, that no partial prepayments of this Note shall be allowed in amounts less than $250,000) at any time prior to the Maturity Date upon the provision of ten (10) days prior written notice to the Lender, consistent with the requirements of subsection (b) below.

(b) In the event the Company elects to voluntarily prepay this Note under subsection (a) immediately above, the Company shall pay to the Lender the sum of (i) that amount of principal which the Company elects to prepay under this Note (the “ Prepaid Principal ” ), (ii) a deemed interest rate component equal to the amount of interest which would have accrued on the Prepaid Principal from the date of issuance of this Note through the date of partial prepayment of such Note (assuming an annual interest rate of 12%, compounded annually, and a 360 day year) and (iii) an additional interest component which shall equal 20% of the amount of interest which would have accrued on the Prepaid Principal for such Note between the date of prepayment and the Maturity Date (assuming for this purpose only a deemed annual interest rate of 15%, compounded annually, and a 360 day year). Upon such prepayment, the Face Amount of this Note shall thereupon automatically and without further action by any party be reduced for all purposes hereunder to the product of (x) the Face Amount immediately prior to such voluntary prepayment and (y) the quotient of the Prepaid Principal and $              .

7. Reserved.

8. Rights and Remedies upon Default by the Company. Upon the occurrence of an Event of Default under the Loan Agreement, Lender, in Lender’s sole discretion and without notice to the Company, may: (a) declare the entire outstanding Face Amount due under this Note, to be immediately due and payable, and the same shall thereupon become immediately due and payable without presentment, demand or notice, which are hereby expressly waived; (b) exercise its right of setoff against any money, funds, credits or other property of any nature whatsoever of

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