**Exhibit 10.14**

** **

**REVOLVING CREDIT PROMISSORY NOTE**

**(LIBOR/PRIME)**

 

$10,000,000                                                                                                                                      Datedas of December 23, 2006

For valuereceived, **Avistar Communications Corporation**, aDelaware corporation (the “Borrower”) hereby promises to pay to the order of **JPMorgan Chase Bank, N.A.** (the “Bank”) at its office at 345Park Avenue, New York, New York 10154-1002 for the account of the lending office of the Bank, the principal amountof each loan made by the Bank to the Borrower (the “Loans”), up to an aggregateprincipal amount equal to the Maximum Facility Amount, on the first anniversaryof the date hereof (the “Final Maturity Date”).

The Borrowerpromises to pay interest on each Interest Payment Date on the unpaid balance ofthe principal amount of each such Loan from and including the date of such Loanto but excluding the date of its repayment at either (i) a floating rate perannum equal to the Prime Rate applicable to such Loan *minus*2.00% (such Loan a “Prime Loan”), or (ii) a fixed rate per annum equal to theAdjusted Libor Rate applicable to such Loan *plus* 0.75%(such Loan a “Libor Loan”).  After theoccurrence and during the continuance of an Event of Default, principal shallbear interest from and including the date of such Event of Default until paidin full at a rate per annum equal to the Default Rate, such interest to bepayable on demand.  Interest shall bepayable on the relevant Interest Payment Date and for Libor Loans shall becalculated on the basis of a year of 360 days for the actual number of dayselapsed and for Prime Loans shall be calculated on the basis of a year of 365or 366 days, as the case may be, and actual days elapsed.  Prior to the Final Maturity Date, providedthat no Event of Default has occurred and is continuing, and subject to theterms of this Note, the Borrower may borrow, repay and reborrow under thisNote, up to the aggregate principal amount equal to the Maximum Facility Amount(the “Commitment”).

In considerationof the Bank’s granting the Commitment to the Borrower, the Borrower herebyagrees to pay to the Bank a facility fee in the amount of Ten Thousand Dollars($10,000).  The facility fee shall be dueand payable on the first Interest Payment Date.

All paymentshereunder shall be made in lawful money of the United States and in immediatelyavailable funds.  Any extension of timefor the payment of the principal of this Note resulting from the due datefalling on a non-Banking Day shall be included in the computation of interest.  The date, amount, type and Interest Periodof, and the interest rate with respect to, each Loan evidenced hereby and allpayments of principal thereof shall be recorded by the Bank on its books and,at the discretion of the Bank prior to any transfer of this Note at any othertime, may be endorsed by the Bank on a schedule.  Any such endorsement shall be conclusiveabsent manifest error. The Bank may (but shall not be obligated to) debit theamount of any payment under this Note that is not made when due to any depositaccount of the Borrower with the Bank.  The Borrower waives presentment, notice ofdishonor, protest and any other notice or formality with respect to this Note.

**1.             Definitions.**  The terms listed below shall be defined asfollows:

“Adjusted LiborRate” shall mean the Libor Rate for such Loan divided by one minus the ReserveRequirement.

“Banking Day”shall mean any day on which commercial banks are not authorized or required toclose in New York City and whenever such day relates to a Libor Loan or noticewith respect to any Libor Loan, a day on which dealings in U.S. dollar depositsare also carried out in the London interbank market.

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“Borrowing Notice” shallmean a request for a borrowing substantially in the forma of Exhibit Ahereto.

 

“Default Rate”shall mean a rate per annum equal to: (a) if a Prime Loan, a floating rate of2% above the rate of interest thereon (including any margin); (b) if a LiborLoan, a fixed rate of 2% above the rate of interest in effect thereon(including any margin) at the time of the applicable Event of Default until thelast day of the Interest Period thereof and, thereafter, a floating rate of 2%above the rate of interest for a Prime Loan (including any margin).

“DisclosureSchedule” means the schedule attached hereto as Exhibit B.

“Event of Default”shall mean an event described in Section 7.

“FacilityDocuments” shall mean this Note and any other documents, instruments, oragreements delivered as security or collateral for, or a guaranty of, theLoans, or in connection with, or as support for, any of the foregoing, whetherby the Borrower or a Third Party, and any updates or renewals thereof.

“Interest PaymentDate” shall mean (i) the last Banking Day of each calendar month for PrimeLoans commencing January 31, 2007 ; (ii) the last Banking Day of eachcalendar month and on the last day of the Interest Period with respect to LiborLoans (and for any Libor Loan with an Interest Period longer than three months,every three months); and (iii) on any payment of principal.

“Interest Period”shall mean (i) with respect to a Prime Loan, the period commencing on the datesuch Prime Loan is made and ending on the earlier of the Final Maturity Date orthe date recorded by the Bank on its books or if such day is not a Banking Day,then on the immediately succeeding Banking Day, and (ii) with respect to aLibor Loan, the period commencing on the date such Libor Loan is made andending on the numerically corresponding day One, Two, Three or Six calendar months thereafter, as recorded by theBank on its books, or if such day is not a Banking Day, then on the immediatelysucceeding Banking Day; provided that if such Banking Day would fall in thenext calendar month, such Interest Period shall end on the immediatelypreceding Banking Day; and provided, further, that each such Interest Periodwhich commences on the last Banking Day of a calendar month (or on any day forwhich there is no numerically corresponding day in the appropriate subsequentcalendar month) shall end on the last Banking Day of the appropriate calendarmonth.  No Interest Period may extendbeyond the Final Maturity Date.

“Libor Rate” shallmean the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of1%) quoted by the Bank at approximately 11:00 a.m. London time (or as soonthereafter as practicable) two Banking Days prior to the first day of such Loanfor the offering by the Bank to leading banks in the London interbank market ofU.S. dollar deposits having a term comparable to such Loan and in an amountcomparable to the principal amount of such Loan.

“Main Office”shall mean the main office of the Bank, currently located at 1111 PolarisParkway, Columbus, Ohio 43240.

“Maximum FacilityAmount” shall mean the lesser of (i) Ten Million Dollars ($10,00,000)and (ii) the value assigned by the Bank from time to time, in its solereasonable discretion, to the collateral, if any, pledged and collaterally assigned to the Bank, and in which the Bank hasa first-priority security interest and against which the Bank has a right ofsetoff, as security for the Borrower’s payment of its obligations under thisNote.

“Prime Rate” shallmean the rate of interest per annum announced from time to time by the Bank asits prime rate.  Each change in the PrimeRate shall be effective from and including the date the change is announced asbeing effective.  The Prime Rate is areference rate and may not be the Bank’s lowest rate.

“Regulation D”shall mean Regulation D of the Board of Governors of the Federal ReserveSystem.

“Regulatory Change”shall mean any change after the date of this Note in United States federal,state or municipal laws or any foreign laws or regulations (includingRegulation D) or the adoption or making after such date

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of any interpretations, directives or requests applying to a class ofbanks, including the Bank, of or under any United States federal, state ormunicipal laws or any foreign laws or regulations (whether or not having theforce of law) by any court or governmental or monetary authority charged withthe interpretation or administration thereof.

 

“ReserveRequirement” shall mean, for any Libor Loan, the average maximum rate at whichreserves (including any marginal, supplemental or emergency reserves) arerequired to be maintained during the term of such Loan under Regulation D bymember banks of the Federal Reserve System in New York City with depositsexceeding one billion U.S. dollars, or as otherwise established by the Board ofGovernors of the Federal Reserve System and any other banking authority towhich the Bank is subject, against “Eurocurrency liabilities” (as such term isused in Regulation D).  Without limitingthe effect of the foregoing, the Reserve Requirement shall reflect any otherreserves required to be maintained by such member banks by reason of anyRegulatory Change against (x) any category of liabilities which includesdeposits by reference to which the Libor Rate is to be determined or (y) anycategory of extensions of credit or other assets which include LiborLoans.  The Reserve Requirement shall beadjusted automatically on and as of the effective date of any change in anyreserve percentage.

“SEC” means theSecurities and Exchange Commission.

“Third Party”shall mean any party liable with respect to, or otherwise granting support for,this Note, whether by guaranty, subordination, grant of security or otherwise.

**2.  Borrowings, Conversions, Renewals andPrepayments.**  (a) The Borrower shall deliver a Borrowing Notice tothe Bank, which shall be irrevocable,  by 12:00 noon New York City time three (3)Banking Days prior to each requested borrowing of a Libor Loan and by 12:00noon New York City time on the date of each requested borrowing of a PrimeLoan; provided that no Libor Loan shall be in a minimum amount less than$500,000; provided, further, that no Prime Loan shall be in an amount less than$30,000; and provided, further, that the aggregate outstanding principal amountof all Loans shall not exceed the Maximum Facility Amount.  Subject to the provisions of this Note, the Borrowershall have the right to (i) convert one type of Loan into another type of Loanon the last day of the Interest Period with respect to a Libor Loan or at anytime for a Prime Loan, or (ii) renew any Libor Loan as a Libor Loan on the lastday of the Interest Period with respect to such Libor Loan; provided that theBorrower shall give the Bank irrevocable notice by 12:00 noon New York Citytime three Banking Days prior to conversion into or renewal as a Libor Loan,and by 12:00 noon New York City time on or before the date of conversion into aPrime Loan.  If the Borrower shall failto give notice to the Bank of the renewal of any Libor Loan as provided herein,such Libor Loan shall automatically become a Prime Loan on the last day of theInterest Period thereof; provided that the Bank may renew such Loan as a LiborLoan for an Interest Period equal to that then ending, provided that no suchrenewal shall be made if the number of months in the renewal period is greaterthan six.

(b)           The Borrower shall have the right tomake prepayments of principal at any time or from time to time, providedthat:  (i) the Borrower shall give theBank irrevocable notice of each prepayment by 12:00 noon New York City timethree Banking Days prior to prepayment of a Libor Loan, and by 12:00 noon NewYork City time on the date of prepayment of a Prime Loan; (ii) Libor Loans maybe prepaid prior to the last day of their Interest Period only if accompaniedby payment of the additional compensation calculated in accordance withparagraph 5 below, if applicable; (iii) all prepayments of Libor Loans shall bein a minimum amount equal to the lesser of $100,000 or the unpaid principalamount of this Note; and (iv) all prepayments of Prime Rate Loans shall be in aminimum amount equal to the lesser of $30,000 or the unpaid principal amount ofthis Note.

**3.             Additional Costs.**  (a) If as a result of any Regulatory Changewhich (i) changes the basis of taxation of any amounts payable to the Bankunder the Note (other than taxes imposed on the overall net income of the Bankor the lending office by the jurisdictions in which the Main Office of the Bankor the lending office are located) or (ii) imposes or modifies any reserve,special deposit, deposit insurance or assessments, minimum capital, capitalratios or similar requirements relating to any extension of credit or otherassets of, or any deposits with or other liabilities of the Bank, or (iii)imposes any other condition affecting this Note, the Bank determines (whichdetermination shall be conclusive absent manifest error) that the cost to it ofmaking or maintaining a Libor Loan is increased or any amount received orreceivable by the Bank under this Note is reduced, then the Borrower will pay

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to the Bank on demand an additional amount that the Bank determineswill compensate it for the increased cost or reduction in amount.

 

(b)           Without limiting the effect of theforegoing provisions of this Section 3 (but without duplication), the Borrowershall pay to the Bank from time to time on request such amounts as the Bank maydetermine to be necessary to compensate the Bank for any costs which itdetermines are attributable to the maintenance by it or any of its affiliatespursuant to any law or regulation of any jurisdiction or any interpretation,directive or request (whether or not having the force of law and whether ineffect on the date of this Note or thereafter) of any court or governmental ormonetary authority of capital in respect of the Loans hereunder (suchcompensation to include, without limitation, an amount equal to any reductionin return on assets or equity of the Bank to a level below that which it couldhave achieved but for such law, regulation, interpretation, directive orrequest).

** **

**4.             Unavailability, Inadequacy or Illegality of Libor Rate.**  Anything herein to the contrarynotwithstanding, if the Bank determines (which determination shall beconclusive) that:

 

(a)           quotations of interest rates for therelevant deposits referred to in the definition of Libor Rate are not beingprovided in the relevant amounts or for the relevant maturities for purposes ofdetermining the rate of interest for a Libor Loan; or

 

(b)           the definition of Libor Rate does notadequately cover the cost to the Bank of making or maintaining a Libor Loan; or

 

(c)           as a result of any Regulatory Change(or any change in the interpretation thereof) adopted after the date hereof,the Main Office of the Bank or the lending office is subject to any taxes,reserves, limitations, or other charges, requirements or restrictions on anyclaims of such office on non-United States residents (including, withoutlimitation, claims on non-United States offices or affiliates of theBank) or in respect of the excess above a specified level of such claims; or

 

(d)           it is unlawful for the Bank or thelending office to maintain any Libor Loan at the Libor Rate;

 

THEN, the Bank shall give the Borrower prompt notice thereof, and solong as such condition remains in effect, any existing Libor Loan shall bearinterest as a Prime Loan and the Bank shall make no Libor Loans.

** **

**5.             Certain Compensation.**  If for any reason there is a principalpayment of a Libor Loan on a date other than the last day of the applicableInterest Period with respect thereto (whether by prepayment, acceleration,conversion or otherwise), the Borrower will pay to the Bank such amount oramounts as shall be sufficient (in the reasonable opinion of the Bank) tocompensate the Bank for any loss, cost or expense which the Bank determines isattributable to such payment.

** **

**6.             Representations.**  The Borrower represents and warrants that:

 

(a)           the Facility Documents constitute thelegal, valid and binding obligations of the Borrower, enforceable against theBorrower in accordance with their terms, except as the enforcement hereof andthereof may be limited by bankruptcy, insolvency, or other similar lawsaffecting the enforcement of creditors’ rights generally and subject to theapplicability of general principles of equity;

 

(b)           the execution, delivery andperformance by the Borrower of the Facility Documents and all other documentscontemplated hereby or thereby, and the use of the proceeds of any of theLoans, do not and will not (i) conflict with or constitute a breach of, ordefault under, or require any consent under, or result in the creation of anylien, charge or encumbrance upon the property or assets of the Borrowerpursuant to any other agreement or instrument (other than any pledge of orsecurity interest granted in any collateral pursuant to any Facility Document)to which the Borrower is a party or is bound or by which its properties may bebound or affected; or (ii) violate any provision of any law, rule, regulation(including, without limitation, Regulation U of the Federal Reserve Board),order, writ, judgment, injunction, decree, determination or award presently ineffect having applicability to the Borrower;

 

(c)           no consent, approval or authorizationof, or registration, declaration or filing with, any governmental authority orother person or entity is required as a condition to or in connection with thedue and valid execution, delivery and performance by the Borrower of anyFacility Document;

 

(d)           there are no actions, suits,investigations or proceedings pending or, to Borrower’s knowledge, threatenedat law, in equity, in arbitration or by or before any other authority involvingor affecting:  (i) the Borrower thatcould reasonably be expected to have a material adverse effect on the financialcondition or any material part of

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the assets or properties of the Borrower (provided, however, that setforth on the Disclosure Schedule are certain pending suits, none of which couldreasonably be expected to have a material adverse effect on the prospects,financial condition or any material part of the assets or properties of theBorrower); (ii) any part of the collateral (if any) pledged by Borrower or anyThird Party under any Facility Document; or (iii) any of the transactionscontemplated in the Facility Documents. There are currently no material judgments entered against the Borrowerand the Borrower is not in default with respect to any judgment, writ,injunction, order, decree or consent of any court or other judicial authority,which default is likely to have or has had a material adverse effect on theprospects or condition of the Borrower; in the event that the Borrower is apartnership, limited liability partnership, corporation or limited liabilitycompany, the Borrower also represents and warrants that it is duly organized,validly existing and in good standing under the laws of the jurisdiction of itsincorporation or organization, and has all requisite power and authority toexecute, deliver and perform its obligations under the Facility Documents.

Each borrowing request bythe Borrower under this Note shall constitute a representation and warrantythat the statements above are true and correct in all material respects both onthe date of such request and on the date of the borrowing.  Each borrowing request shall also constitutea representation that no Event of Default under this Note has occurred and iscontinuing or would result from such borrowing.

**7.             Events of Default.**  If any of the following events of defaultshall occur (each an “Event of Default”):

(a)           the Borrower shall fail to pay(i) any principal of this Note as and when due and payable,(ii) interest thereon within five (5) Banking Days of when due andpayable or (iii) any other amount payable hereunder within ten (10)Banking Days of when due and payable;

 

(b)           any representation or warranty madeor deemed made by the Borrower in this Note or by the Borrower or any ThirdParty in any Facility Document to which it is a party, or in any certificate,document, opinion or financial or other statement furnished under or inconnection with a Facility Document, shall prove to have been incorrect in anymaterial respect when made or deemed made;

 

(c)           the Borrower or any Third Party shallfail to perform or observe any term, covenant or agreement contained in anyFacility Document on its part to be performed or observed; provided, however, that if any such failure iscapable of remedy and if a grace period is not specifically provided for insuch Facility Document, performance of such other term, covenant or agreement,such failure shall not constitute an Event of Default unless it is not remediedwithin ten (10) Banking Days of the Borrower’s receipt of the Bank’srequest that such failure be remedied;

 

(d)           the Borrower (i) shall fail topay when due any of its indebtedness (including, but not limited to,indebtedness for borrowed money) or any interest or premium thereon in anaggregate amount of at least two hundred fifty thousand dollars ($250,000) or(ii) the Borrower shall default or otherwise fail to perform any agreement towhich the Borrower is party or by which it is bound which results in theholder(s) of indebtedness having the right, whether or not exercised, toaccelerate the maturity thereof in an aggregate amount of at least two hundredfifty thousand dollars ($250,000);

 

(e)           the Borrower or any Third Party: (i)shall generally not, or be unable to, or shall admit in writing its inabilityto, pay its debts as its debts become due; (ii) shall make an assignment forthe benefit of creditors, or petition or apply to any tribunal for theappointment of a custodian, receiver or trustee for its or a substantial partof its assets; (iii) shall commence any proceeding under any law relating tobankruptcy, reorganization, arrangement, readjustment of debt, dissolution orliquidation; (iv) shall have had any such petition filed, or any suchproceeding shall have been commenced against it, in which an adjudication ismade or order for relief is entered or which remains undismissed for a periodof 30 days; (v) shall have had a receiver, custodian or trustee appointed forall or a substantial part of its property; or (vi) takes any actioneffectuating, approving or consenting to any of the events described in clauses(i) through (v);

 

(f)            the Borrower or any Third Partyshall be determined or adjudged incompetent or otherwise incapacitated by acourt of competent jurisdiction, die, dissolve or for any reason cease to be inexistence or shall merge or consolidate;

 

(g)           (i) the Borrower is involved ina proceeding which may result in a forfeiture of all or a substantial part ofthe Borrower’s assets or (ii) a judgment is entered against the Borrowerfor the payment of in an aggregate amount of at least one hundred thousanddollars ($100,000);

 

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(h)           there is, in the opinion of the Bank,a material adverse change in the business, prospects or financial condition ofthe Borrower;

 

(i)            any Facility Document granting asecurity interest at any time and for any reason shall cease to create a validand perfected first priority security interest in and to the property purportedto be subject to the Facility Document or ceases to be in full force and effector is declared null and void, or the validity or enforceability of any FacilityDocument is contested by any party to the Facility Document, or such signatoryto the Facility Document denies it has any further liability or obligationunder the Facility Document;

 

(j)  without the prior written consent of theBank, the Borrower incurs or permits to exist (i) any debt for borrowedmoney (and any refinancing of such debt), other than debt for borrowed money hereunderor debt for borrowed money listed on the September 30, 2006 form 10Q filedwith SEC by the Borrower or (ii) any lienor other encumbrance upon or with respect to any of the Borrower’s real orpersonal property securing (A) any of the Borrower’s obligations underswap, hedge or similar agreements or (B) any guaranty or other contingentliability of the Borrower;

 

(k)  without the prior written consent of theBank, the Borrower guarantees or otherwise becomes contingently liable for theindebtedness for borrowed money of any entity;

 

(l)  the Borrower fails to furnish o the Bank(i) within ten (10) days of filing of the same with the SEC, a copyof each from 10K, form 10Q and form 8K filed with the SEC by the Borrower and(ii) within ten (10) days after filing of the same is required (aftergiving effect to any applicable extensions), a signed copy of the Borrower’sfederal tax return;

 

(m)  the Borrower fails to furnish any additionalfinancial information that the Bank may reasonably request from time to timepromptly upon the Bank’s request;

 

THEN, the Bank may, bynotice to the Borrower, declare the Commitment terminated and the unpaidprincipal amount of this Note, accrued interest thereon and all other amountspayable under this Note due and payable whereupon the same shall become and beforthwith due and payable without presentment, demand, protest, notice ofacceleration or intention to accelerate or further notice of any kind, all ofwhich are hereby expressly waived by the Borrower; provided that in the case ofan event of default described in clause (e) above, the Commitment shall beimmediately terminated and the unpaid principal amount of this Note, accruedinterest and other amounts payable under this Note shall be immediately due andpayable; and provided further that in the case of an Event of Default describedin clause (f) above due to the death of the Borrower or any Third Party, theBank shall not make any additional Loans for a period of 60 days and the Bankshall be suspended during such 60-day period.

**8.             Expenses.**  The Borrower agrees to reimburse the Bank ondemand for all reasonable costs, expenses and charges (including, withoutlimitation, fees and charges of counsel and costs allocated by internal legalcounsel) in connection with the preparation or modification of the FacilityDocuments, performance or enforcement of the Facility Documents, or the defenseor prosecution of any rights of the Bank pursuant to any Facility Documents.

**9.             Jurisdiction.**  To the maximum extent not prohibited byapplicable law, the  Borrower herebyirrevocably:  (i) submits to thejurisdiction of any New York state or United States federal court sitting inNew York City over any action or proceeding arising out of this Note; (ii)agrees that all claims in respect of such action or proceeding may be held anddetermined in such New York state or federal court; (iii) agrees that anyaction or proceeding brought against the Bank may be brought only in a New Yorkstate or United States federal court sitting in New York county; (iv)  consents to the service of process in anysuch action or proceeding in either of said courts by mailing thereof by theBank by registered or certified mail, postage prepaid, to the Borrower at itsaddress specified on the signature page hereof, or at the Borrower’s mostrecent mailing address as set forth in the records of the Bank; and (v) waivesany defense on the basis of an inconvenient forum.

The Borroweragrees that a final judgment in any such action or proceeding shall be conclusiveand may be enforced in any other jurisdiction by suit or proceeding in suchstate and hereby waives any defense on the basis of an inconvenient forum.  Nothing herein shall affect the right of theBank to serve legal process in any other manner permitted by law or affect theright of the Bank to bring any action or proceeding against the Borrower or itsproperty in the courts of any other jurisdiction.

**10.          Waiver of Jury Trial. **THE BORROWER AND THE BANKEACH WAIVE ANY RIGHT TO JURY TRIAL.

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**11.          Miscellaneous.**  (a) The provisions of this Note are intended to be severable.  If for any reason any provisions of this Noteshall be held invalid or unenforceable in whole or in part in any jurisdiction,such provision shall, as to such jurisdiction, be ineffective to the extent ofsuch invalidity or unenforceability without in any manner affecting thevalidity or enforceability thereof in any other jurisdiction or the remainingprovisions thereof in any jurisdiction.

 

(b)           No amendment, modification, supplementor waiver of any provision of this Note nor consent to departure by theBorrower therefrom shall be effective unless the same shall be in writing andsigned by the Borrower and the Bank, and then such waiver or consent shall beeffective only in the specific instance and for the specific purpose for whichgiven.

 

(c)           No failure on the part of the Bank toexercise, and no delay in exercising, any right hereunder shall operate as awaiver thereof or preclude any other or further exercise thereof or the exerciseof any other right.  The remedies hereinprovided are cumulative and not exclusive of any remedies provided by law.

 

(d)           As used herein, the term Borrowershall include all signatories hereto, if more than one.  In such event, the obligations, representationsand warranties of the Borrower hereunder shall be joint and several.  This Note shall be binding on the Borrowerand its successors and assigns and shall inure to the benefit of the Bank andits successors and assigns, except that the Borrower may not delegate any ofits obligations hereunder without the prior written consent of the Bank.  With the consent of the Borrower, not to beunreasonably withheld, the Bank may assign all or a portion of its rights andobligations under this Note; provided that such consent shall not be required(i) at any time that an Event of Default has occurred and is continuing, (ii)in connection with any assignment to an affiliate of the Bank, or (iii) inconnection with any pledge or collateral assignment to secure obligations to aFederal Reserve Bank.

 

(e)           Anything herein to the contrarynotwithstanding, the obligations of the Borrower under this Note shall besubject to the limitation that payments of interest shall not be required tothe extent that receipt thereof would be contrary to provisions of lawapplicable to the Bank limiting rates of interest which may be charged orcollected by the Bank.

 

(f)            Unless otherwise agreed in writing,notices shall be given to the Bank and the Borrower at their telecopier numbers(confirmed by telephone to their telephone numbers) or addresses set forth inthe signature page of this Note, or such other telecopier (and telephone)number or address communicated in writing by either such party to the other.  Notices to the Bank shall be effective uponreceipt.

 

(g)           The obligations of the Borrower underSections 3, 5, 8, 9 and 10 hereof shall survive the repayment of the Loans.

 

(h)           Each reference herein to the Bankshall be deemed to include its successors, endorsees, and assigns, in whosefavor the provisions hereof shall inure. Each reference herein to the Borrower shall be deemed to include theheirs, executors, administrators, legal representatives, successors and assignsof the Borrower, all of whom shall be bound by the provisions hereof.

 

(i)            This Note may be signed in any numberof counterparts, all of which taken together shall constitute one and the sameinstrument.

 

**12.          Governing Law.**  This Note shall be governed by and construedin accordance with the laws of the State of New York, without regard to theconflict of laws principles, and with the laws of the United States of Americaas applicable.

**The restof this page is intentionally blank.**

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**Address for BorrowingNotices:**

 

JPMorgan Chase Bank, N.A.

Attn:  Juan Espitia

1111 Fannin Street

14th Floor

Houston, Texas 77002

Telecopier:  (800) 576-3217

Telephone:  (713) 750-3217

 

With a courtesy copy to

JPMorgan Chase Bank, N.A.

Attn:  Nancy A. Sheppard

560 Mission Street, 12th floor

San Francisco, CA 94105

Telecopier:  415 315 8272

Telephone:  415 315 8285

 

**Address for All Notices to the Bank Other than Borrowing Notices:**

JPMorganChase Bank, N.A.

PrivateBank Credit

Attn:** **Patricia DeLeo

345 Park Avenue, Floor 04

New York, NY 10154-0004

Telecopier: (212464-2531

Telephone:  (212) 464-1883

 

With a courtesy copy to

JPMorgan Chase Bank, N.A.

Attn:  Nancy A. Sheppard

560 MissionStreet, 12th floor

San Francisco, CA94105

Telecopier:  415 315 8272

Telephone:  415 315 8285

 

**AvistarCommunications Corporation**
| By:    |   | /s/ Robert J. Habig            |
|--------|--------|--------------------------------|
|   |   | Name: Robert J. Habig          |
|   |   | Title: Chief Financial Officer |
|   |   |                           |
|   |   |                           |
|   |   |                           |
| By:    |   | /s/ William L. Campbell        |
|   |   | Name: William L. Campbell      |
|   |   | Title: Chief Operating Officer |

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**Address for Notices to theBorrower:**

 

Attn:  Robert Habig

555 Twin Dolphin Drive

3rd Floor

Redwood Shores, CA 94065

Telecopier:  (650) 610-2505

Telephone:  (650) 610-2910

 

State of _________                                     )

) ss.:

County of ________                               )

 

On the ____ day ofDecember in the year 2006, before me, the undersigned, personally appeared **_____________________________**,personally known to me or proved to me on the basis of satisfactory evidence tobe the individual whose name is subscribed to the within instrument andacknowledged to me that he/she executed the same in his/her capacity, and thatby his/her signature on the instrument, the individual, or the person uponbehalf of which the individual acted, executed the instrument.

____________________________________

Notary Public

 

State of _________                                     )

) ss.:

County of ________                               )

 

On the ____ day ofDecember in the year 2006, before me, the undersigned, personally appeared **_____________________________**,personally known to me or proved to me on the basis of satisfactory evidence tobe the individual whose name is subscribed to the within instrument andacknowledged to me that he/she executed the same in his/her capacity, and thatby his/her signature on the instrument, the individual, or the person uponbehalf of which the individual acted, executed the instrument.

____________________________________

Notary Public

 

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Exhibit A

FORM OF BORROWINGNOTICE

Date: __________________

JPMorgan Chase Bank, N.A.

Attn:  Juan Espitia

1111 Fannin Street

14th Floor

Houston, Texas 77002

Telecopier:  (800) 576-3217

Telephone: (713) 750-3217

 

Gentlemen:

The undersigned herebyrequests a Loan (the “Requested Loan”) under the Revolving Credit PromissoryNote (Libor/Prime) dated as of December 23, 2006 by the undersigned toyour order with a maximum principal amount of $10,000,000 (the “Note”).  Initial capitalized terms used herein withoutdefinition have the meanings given such terms in the Note.

Theundersigned is faxing this Borrowing Notice to you (i) if the Requested Loan isa Prime Loan, by 12:00 noon (NYC time) on the “Disbursement Date” (asspecified below) and  (ii) if the RequestedLoan is a Money Market Loan, by 12:00 noon (NYC time) at least one BankingDay prior to the Disbursement Date.  Theundersigned will promptly mail the signed original of this Borrowing Notice toyou.

Please book the Requested Loan as follows:

Disbursement Date:                      _________­­___________, 20___

Amount:                                          **$                                                                   **

Type:                                               ____LIBOR                ____ Prime

LIBOR Period (if applicable):       ____ 1 month    ____ 2months    ____ 3 months    ____ 6 months
| Disbursement Instructions*: |   |   |
|-----------------------------|--------|--------|
|                        |   |   |
|                        |   |   |
|                        |   |   |
|                        |   |   |

 

Purpose:                          Theproceeds of the Requested Loan shall be used for working capital purposes.

A-1

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Immediatelyupon funding of the Requested Loan, the aggregate principal amount of all Loansthen outstanding will be $__________________. *

 

Inwitness whereof, the undersigned has executed this Borrowing Notice as of thedate first written above.

**Avistar Communications Corporation**

By:                                                                          

Name:                                                     

Title:                                                       

 

By:                                                                          

Name:                                                     

Title:                                                       

 

 

[Agreed as of date first written above:

** **

** **
|                          |   |   |
|--------------------------|--------|--------|
| **Gerald J. Burnett] *** |   |   |

 

 

 
| cc:    |   | JPMorgan Chase Bank, N.A.       |
|--------|--------|---------------------------------|
|   |   | Attn: Nancy A.  Sheppard        |
|   |   | 560 Mission  Street, 12th floor |
|   |   | San Francisco,  CA 94105        |
|   |   | Telecopier:  (415) 315-8272     |
|   |   | Telephone: (415)  315-8285      |

 

 

 

 

 

 

 

 

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*              If$8,000,000 or greater, the signature of Gerald J. Burnett will be required.

A-2

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Exhibit B

 

DISCLOSURE SCHEDULE

 

B-1

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