**Exhibit10.6**

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**SEVENTHLOAN MODIFICATION AGREEMENT**

This Seventh Loan Modification Agreement (this “LoanModification Agreement”) is entered into as of April 11, 2006, andeffective as of March 31, 2006, by and between **SILICON VALLEY BANK**, a California corporation, with itsprincipal place of business at 3003 Tasman Drive, Santa Clara, California95054 and with a loan production office located at One Newton Executive Park, Suite 200,2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and **PHASE FORWARD INCORPORATED**, a Delawarecorporation (“Borrower”).

# 1.             DESCRIPTIONOF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness andobligations which may be owing by Borrower to Bank, Borrower is indebted toBank pursuant to a loan arrangement dated as of April 17, 2002, evidencedby, among other documents, a certain Second Amended and Restated Loan andSecurity Agreement dated as of April 17, 2002 between Borrower and Bank,as amended by a certain First Loan Modification Agreement dated as of December 24,2002, as further amended by a certain Second Loan Modification Agreement datedas of February 28, 2003, as further amended by a certain Third LoanModification Agreement dated as of March 31, 2003, as further amended by acertain Fourth Loan Modification Agreement dated as of February 27, 2004,as further amended by a certain Fifth Loan Modification Agreement dated as of April 27,2004, and as further amended by a certain Sixth Loan Modification Agreementdated as of August 8, 2005 (as amended, the “Loan Agreement”). Capitalizedterms used but not otherwise defined herein shall have the same meaning as inthe Loan Agreement.

**Hereinafter, the Loan Agreement,together with all other documents evidencing or securing the Obligations shallbe referred to as the “Existing Loan Documents”.**

# 2.             DESCRIPTIONOF CHANGE IN TERMS.

## A.                                   Modifications toLoan Agreement.

### 1.                                       The LoanAgreement shall be amended by deleting the following text appearing in Section 2.1.11thereof, entitled “Letters of Credit Sublimit”:

“The face amount ofoutstanding Letters of Credit (including drawn but unreimbursed Letters ofCredit and any Letter of Credit Reserve) may not exceed $5,000,000.00.”

**                              and inserting inlieu thereof the following:**

“The face amount ofoutstanding Letters of Credit (including drawn but unreimbursed Letters ofCredit and any Letter of Credit Reserve) may not exceed $2,000,000.00.”

### 2.                                       The LoanAgreement shall be amended by deleting the following text appearing in Section 2.1.12thereof, entitled “Foreign Exchange Sublimit”:

“Bank shall subtract 10%of each outstanding FX Forward Contract from the foreign exchange sublimit,which sublimit is a maximum of $5,000,000.00 (the “FX Reserve”).”

**                              and inserting inlieu thereof the following:**

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“Bank shall subtract 10%of each outstanding FX Forward Contract from the foreign exchange sublimit,which sublimit is a maximum of $2,000,000.00 (the “FX Reserve”).”

### 3.                                       The LoanAgreement shall be amended by deleting the following text appearing in Section 2.1.13thereof, entitled “Cash Management Services Sublimit”:

“Borrower may use up to $5,000,000.00 for the Bank’sCash Management Services, which may include merchant services, direct depositof payroll, business credit card, and check cashing services identified in thevarious cash management services agreements related to such Cash ManagementServices (the “Cash Management Services”).”

**                              and inserting inlieu thereof the following:**

“Borrower may use up to $2,000,000.00 for the Bank’sCash Management Services, which may include merchant services, direct depositof payroll, business credit card, and check cashing services identified in thevarious cash management services agreements related to such Cash ManagementServices (the “Cash Management Services”).”

### 4.                                       The LoanAgreement shall be amended by deleting the following text appearing insubsection (a) of Section 6.2 thereof, entitled “FinancialStatements, Reports, Certificates”:

“(iii) as soon as available, but no later thanforty-five (45) days after the last day of Borrower’s fiscal year, financialprojections, approved by the Borrower’s Board of Directors, for the thencurrent fiscal year;”

**                              and inserting inlieu thereof the following:**

“(iii) as soon as available, but no later thanthe later of: (A) forty-five (45) days after the last day of Borrower’sfiscal year, and (B) five (5) days after approval of same by Borrower’sBoard of Directors, financial projections, approved by the Borrower’s Board ofDirectors, for the then current fiscal year.”

### 5.                                       The LoanAgreement shall be amended by deleting the following text appearing in Section 6.2thereof, entitled “Financial Statements, Reports, Certificates”:

“(b)         Withinforty-five (45) days after the last day of each quarter, Borrower shall deliverto Bank with the monthly financial statements a Compliance Certificate signedby a Responsible Officer in the form of **Exhibit D**.Notwithstanding the foregoing, such Compliance Certificate for January 2004and February 2004, shall be delivered to Bank no later than April 15,2004.”

###        inits entirety, and inserting in lieu thereof the following:

“(b)         Withinforty-five (45) days after the last day of each quarter, Borrower shall deliverto Bank with the quarterly financial statements a Compliance Certificate signedby a Responsible Officer in the form of **Exhibit D**.Notwithstanding the foregoing, such Compliance Certificate for January 2004and February 2004, shall be delivered to Bank no later than April 15,2004.”

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### 6.                                       TheLoan Agreement shall be amended by deleting Section 6.5 thereof, entitled “PrimaryAccounts”, in its entirety, and inserting in lieu thereof the following:

“**6.5**               **Primary Accounts**. In order to permitthe Bank to monitor the Borrower’s financial performance and condition,Borrower shall maintain its primary depository and operating accounts withBank. Additionally, at least one-third (33.33%) of the aggregate dollar valueof Borrower’s and Borrower’s Subsidiaries’ cash and securities maintained atdomestic financial institutions, shall be maintained and administered throughthe Bank. The provisions of this paragraph shall not apply to deposit accountsexclusively used for payroll, payroll taxes and other employee wage and benefitpayments to or for the benefit of the Borrower’s employees.”

### 7.                                       The LoanAgreement shall be amended by deleting Section 6.7 thereof, entitled “Revenue”,in its entirety, and inserting in lieu thereof the following:

“**6.7              **INTENTIONALLYDELETED”

### 8.                                       The LoanAgreement shall be amended by deleting the following definitions appearing in Section 13.1thereof:

“““**CommittedRevolving Line**” is an Advance or Advances of up to $5,000,000.00.

“**Revolving MaturityDate**” is March 31, 2006.”

###        andinserting in lieu thereof the following:

“““**CommittedRevolving Line**” is an Advance or Advances of up to $2,000,000.00.

“**Revolving MaturityDate**” is March 29, 2008.”

### 9.                                       The ComplianceCertificate appearing as **Exhibit D**to the Loan Agreement is hereby replaced with the Compliance Certificateattached as **Exhibit A** hereto.

# 3.             FEES.The Borrower shall reimburse Bank for all legal fees and expenses incurred inconnection with this amendment to the Existing Loan Documents.

# 4.             CONSISTENTCHANGES. The Existing Loan Documents are hereby amended wherever necessaryto reflect the changes described above.

# 5.             RATIFICATIONOF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms allterms and conditions of the Loan Documents.

# 6.             NODEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrowerhas no offsets, defenses, claims, or counterclaims against Bank with respect tothe Obligations, or otherwise, and that if Borrower now has, or ever did have,any offsets, defenses, claims, or counterclaims against Bank, whether known orunknown, at law or in equity, all of them are hereby expressly WAIVED andBorrower hereby RELEASES Bank from any liability thereunder.

# 7.             CONTINUINGVALIDITY. Borrower understands and agrees that in modifying the existingObligations, Bank is relying upon Borrower’s representations, warranties, andagreements, as set forth in the Existing Loan

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# Documents. Except as expressly modified pursuant tothis Loan Modification Agreement, the terms of the Existing Loan Documentsremain unchanged and in full force and effect. Bank’s agreement tomodifications to the existing Obligations pursuant to this Loan Modification Agreementin no way shall obligate Bank to make any future modifications to theObligations. Nothing in this Loan Modification Agreement shall constitute asatisfaction of the Obligations. It is the intention of Bank and Borrower toretain as liable parties all makers of Existing Loan Documents, unless theparty is expressly released by Bank in writing. No maker will be released byvirtue of this Loan Modification Agreement.

# 8.             COUNTERSIGNATURE.This Loan Modification Agreement shall become effective only when it shall havebeen executed by Borrower and Bank.

**[Theremainder of this page is intentionally left blank]**

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This LoanModification Agreement is executed as a sealed instrument under the laws of theCommonwealth of Massachusetts as of the date first written above.
| BORROWER:                      | BANK:                   |
|--------------------------------|-------------------------|
| **PHASE FORWARD INCORPORATED** | **SILICON VALLEY BANK** |
| ** **                     | ** **              | ** ** | ** ** | ** ** | ** ** | ** ** |
| By:                            |                    | /s/ ROBERT K. WEILER | By: | /s/ MICHAEL FELL |
|                           |                    | Name: Robert Weiler |   | Name: Michael Fell |
|                           |                    | Title: President |   | Title: Relationship Manager |

 

The undersigned, **PHASE FORWARD SECURITIES CORPORATION**,  ratifies, confirms and reaffirms, all andsingular, the terms and conditions of a certain Unlimited Guaranty dated May 3,1999 (the “Guaranty”) and acknowledges, confirms and agrees that the Guarantyshall remain in full force and effect and shall in no way be limited by theexecution of this Loan Modification Agreement, or any other documents,instruments and/or agreements executed and/or delivered in connection herewith.
|            | **PHASE FORWARD SECURITIES CORPORATION** |
|------------|------------------------------------------|
| ** ** | ** **                               |
|       |                                     |   | By: | /s/ RODGER WEISMANN |
|       |                                     |   |   | Name: Rodger Weismann |
|       |                                     |   |   | Title: Treasurer |

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** **

**EXHIBITACOMPLIANCE CERTIFICATE**

TO:         SILICON VALLEY BANK

FROM:   PHASE FORWARD INCORPORATED

**The undersigned authorized officerof**PHASEFORWARD INCORPORATED certifies thatunder the terms and conditions of the Loan and Security Agreement betweenBorrower and Bank (the “Agreement”), (i) Borrower is in completecompliance for the period ending _______________ with all required covenantsexcept as noted below and (ii) all representations and warranties in theAgreement are true and correct in all material respects on this date. Attachedare the required documents supporting the certification. The Officer certifiesthat these are prepared in accordance with Generally Accepted AccountingPrinciples (GAAP) consistently applied from one period to the next except asexplained in an accompanying letter or footnotes. The Officer acknowledges thatno borrowings may be requested at any time or date of determination thatBorrower is not in compliance with any of the terms of the Agreement, and thatcompliance is determined not just at the date this certificate is delivered.

**Please indicate compliance status by circlingYes/No under “Complies” column.**
| **Reporting Covenant**                                                                                              | ** ** | **Required**                                                                | ** ** | **Complies**       |
|---------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|--------------------|
|                                                                                                                |       |                                                                        |       |               |
| Financial statements  with CC                                                                                       |       | Quarterly within 45  days*                                                  |       | Yes   No |
| Annual financial  statement (CPA Audited)                                                                           |       | FYE within 120 days                                                         |       | Yes   No |
| 10-Q, 10-K  and 8-K (or electronic notice to links thereto)                                                         |       | Within 5 days after  filing with SEC                                        |       | Yes   No |
| Annual Projections                                                                                                  |       | Later of: 45 days of  prior FYE and 5 days after Board of Director approval |       | Yes   No |
| *January 2004 and February 2004 financial  statements and compliance certificate due April 15, 2004. |       |                                                                        |       |               |

 
| **Financial  Covenant**                          | ** ** | **Required** | ** ** | **Actual**                      | ** ** | **Complies**       |
|--------------------------------------------------|------------|--------------|------------|---------------------------------|------------|--------------------|
| ** **                                       | ** ** | ** **   | ** ** | ** **                      | ** ** | ** **         |
| Minimum Adjusted  Quick Ratio (tested quarterly) |       | 3.0:1.0      |       | _      :1.0 |       | Yes   No |

 
| **Comments  Regarding Exceptions:** See Attached. 

Sincerely, 

_____________________________  

SIGNATURE 

_____________________________  

TITLE 

_____________________________  

DATE | ** ** | ** **

   **BANK USE  ONLY**** **

   Received by: _____________________ 

                             AUTHORIZED SIGNER

   Date:____________________________ 

 

   Verified: _________________________ 

                         AUTHORIZED SIGNER

   Date:_____________________________ 

 

   Compliance Status:  Yes   No

** ** |
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