**Exhibit 10.41**

**TENTHLOAN MODIFICATION AGREEMENT**

This Tenth LoanModification Agreement (this “Agreement”) is entered into as of March 8, 2007by and between **WITNESS SYSTEMS, INC.**, a Delawarecorporation (“Borrower”), whose address is 300 Colonial Center Parkway,Roswell, Georgia 30076, and **SILICON VALLEY BANK**(“Lender”), a California-chartered bank with a principal place of business at3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production officelocated at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

WHEREAS, amongother indebtedness which may be owing by Borrower to Lender, Borrower isindebted to Lender pursuant to, among other documents, a Loan and SecurityAgreement, dated April 3, 2002, as may be amended from time to time, in the originalprincipal amount of Fifteen Million Dollars ($15,000,000) (the “Loan Agreement”;the Loan Agreement together with all other documents evidencing or securing theindebtedness shall be referred to as the “Existing Loan Documents”);

WHEREAS, the LoanAgreement provides for, among other things, a Committed Revolving Line in theoriginal principal amount of Fifteen Million Dollars ($15,000,000)(hereinafter, all indebtedness owing by Borrower to Lender shall be referred toas the “Indebtedness”); and

WHEREAS, Borrowerhas requested that Lender reduce the amount of the Committed Revolving Line andto amend the Loan Agreement in other respects, and Lender is willing to do so,subject to the terms and conditions set forth herein.

NOW, THEREFORE, inconsideration of the foregoing premises, and other good and valuableconsideration, the receipt and legal sufficiency of which is herebyacknowledged, the parties hereto hereby agree as follows:

1.             DEFINITIONS.  All capitalized terms used herein and nototherwise defined shall have the meanings given to such terms in the LoanAgreement.

2.             MODIFICATIONS TO LOAN AGREEMENT.  The Loan Agreement is hereby amended asfollows:

2.1.          Committed Revolving Line.  The Loan Agreement is hereby amended bydeleting Section 2.1 in its entirety and by substituting therefor a new Section2.1 to read as follows:

## 2.1           **Promise to Pay.**

#### Borrower promises to pay Bank the unpaid principal amount of all CreditExtensions and interest on the unpaid principal amount of the CreditExtensions.

### 2.1.1        **Revolving Advances.**

#### (a)           Bank will makeAdvances not exceeding (i) the lesser of (A) the Committed Revolving Lineor (B)** **the Borrowing Base,minus (ii) the amount of all outstanding Letters of Credit (including drawn butunreimbursed Letters of Credit), 

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#### minus (iii)the Cash Management Sublimit and minus (iv) the FX Reserve; provided, however,that on any day on which Borrower meets the Unrestricted Cash Threshold, therestriction in clause (i)(B) above shall not apply. Amounts borrowed under thisSection may be repaid and reborrowed during the term of this Agreement. Alladvances shall be evidenced by the Revolving Promissory Note to be executed anddelivered by Borrower to Bank and shall be repaid in accordance with the termsof the Revolving Promissory Note.

#### (b)           To obtain anAdvance, Borrower must notify Bank by facsimile or telephone by 3:00 p.m.Eastern time on the Business Day the Advance is to be made.  Borrower must promptly confirm thenotification by delivering to Bank the Payment/Advance Form attached as Exhibit B(the “Payment/Advance Form”).  Bank willcredit Advances to Borrower’s deposit account. Bank may make Advances under this Agreement based on instructions from aResponsible Officer or his or her designee or without instructions if theAdvances are necessary to meet Obligations which have become due.  For purposes of this Section 2.1.1(b), Bankmay rely on any telephone notice given by a person whom Bank reasonablybelieves is a Responsible Officer or designee. Borrower will indemnify Bank forany loss Bank suffers due to such reliance.

#### (c)           The CommittedRevolving Line terminates on the Revolving Maturity Date, when all Advances areimmediately payable.

#### (d)           Bank’s obligation tolend the undisbursed portion of the Committed Revolving Line will terminate if,in Bank’s sole discretion, there has been a material adverse change in thegeneral affairs, management, results of operation, condition (financial orotherwise) or the prospect of repayment of the Obligations, or there has beenany material adverse deviation by Borrower from the most recent business planof Borrower presented to and accepted by Bank prior to the execution of thisAgreement.

### 2.1.2        **Cash Management Services.**

### Borrower may use up to One Million Dollars ($1,000,000) less the outstandingamount of the FX Reserve (the “Cash Management Services Sublimit”), for Bank’sCash Management Services, which may include merchant services, direct depositof payroll, business credit card, and check cashing services identified invarious cash management services agreements related to such services (the “CashManagement Services”). Such aggregate amounts utilized under the CashManagement Services Sublimit will at all times reduce the amount otherwiseavailable to be borrowed under the Committed Revolving Line.  Any amounts Bank pays on behalf of Borroweror any amounts that are not paid by Borrower for any Cash Management Serviceswill be treated as Advances under the Committed Revolving Line and will accrueinterest at the rate for Advances.

### 2.1.3        **Letters of Credit Sublimit.**

#### Bank will issue or have issued Letters of Credit for Borrower’s accountnot exceeding (i) the lesser of the Committed Revolving Line or theBorrowing Base, minus (ii) the outstanding principal balance of theAdvances, the Cash Management Sublimit and the FX Reserve; however, the faceamount of outstanding Letters of Credit (including drawn but unreimbursedLetters of Credit) may not at any time exceed One Million Dollars($1,000,000).  Each Letter of Credit willhave an expiry date of no later than one hundred eighty (180) days after theRevolving Maturity Date, but Borrower’s obligations to reimburse Bank under theLetters of Credit will be secured by cash on terms acceptable to Bank at anytime after the occurrence of any Event of Default or after the 

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#### RevolvingMaturity Date if the term of this Agreement is not extended by Bank. Borroweragrees to execute any further documentation in connection with the Letters ofCredit as Bank may reasonably request. Prior to or simultaneously with the opening of each Letter of Credit,Borrower shall pay to Bank, a letter of credit fee (each a “Letter of CreditFee” and collectively the “Letter of Credit Fees”) in an amount equal to threequarters of one percent (.75%) per annum of the face amount of the Letter ofCredit.  Such Letter of Credit Fees shallbe paid in advance upon the issuance of the Letter of Credit and upon eachanniversary thereof, if any.  In addition,Borrower shall pay to Bank any and all additional issuance, negotiation,processing, transfer or other fees to the extent and as and when required byBank.

### 2.1.4        **Foreign****Exchange Sublimit.**

#### If there is availability under the Committed Revolving Line and theBorrowing Base, then Borrower may enter in foreign exchange forward contractswith the Bank under which Borrower commits to purchase from or sell to Bank aset amount of foreign currency more than one business day after the contractdate (the “FX Forward Contract”).  Bankwill subtract 10% of each outstanding FX Forward Contract from the foreignexchange sublimit (the “FX Reserve”) which is a maximum of an amount equal toOne Million Dollars ($1,000,000)****minusall amounts for services then utilized under the Cash Management ServicesSublimit.  The total FX Forward Contractsat any one time may not exceed 10 times the amount of the FX Reserve.  Bank may terminate the FX Forward Contractsif an Event of Default occurs.

2.2           Definitions.  The Loan Agreement is hereby further amendedby deleting the definitions of “**Committed Revolving Line**”and “**Revolving Maturity Date**” contained inSection 13.1 of the Loan Agreement in their entirety, and by substituting thefollowing new definitions:

#### “**Committed Revolving Line**”is Advances and other Credit Extensions of up to Two Million Dollars ($2,000,000)at any one time outstanding.

#### **“Revolving Maturity Date**”is March 7, 2008.

3.             LOAN FEE.  To induce Lender to execute and deliver thisAgreement and to agree to the modifications to the Loan Agreement containedherein, Borrower shall pay to Lender a loan fee in the amount of up to TenThousand Dollars ($10,000) (the “Loan Fee”), which shall accrue and be payablein four installments in the amount of Two Thousand Five Hundred Dollars($2,500) each, with the first such installment accruing and being payable uponthe execution and delivery of this Agreement by Borrower, and second throughfourth such installments accruing and being payable on that date which is thethree, six and nine month anniversary of the date of this Modification,respectively; provided, however, that notwithstanding the foregoing, the LoanFee shall cease to accrue after the Loan Agreement has terminated and allIndebtedness and other Obligations owing thereunder have been repaid in theirentirety.  The Loan Fee, once and to the extentaccrued, shall be fully earned and shall not be subject to rebate or reductionfor any reason.

4.             CONSISTENT CHANGES.  The Existing Loan Documents are herebyamended wherever necessary to reflect the changes described above.

5.             NO DEFENSES OF BORROWER.  Borrower agrees that it has no defensesagainst the obligations to pay any amounts under the Indebtedness.

6.             CONTINUING VALIDITY.  Borrower understands and agrees that inmodifying the existing Indebtedness, Lender is relying upon Borrower’s representations,warranties, and agreements, as set forth in the Existing Loan Documents.  Except as expressly modified pursuant to thisAgreement, the terms of the Existing Loan 

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Documents remainunchanged and in full force and effect. Lender’s agreement to modifications to the existing Indebtednesspursuant to this Agreement in no way shall obligate Lender to make any futuremodifications to the Indebtedness. Nothing in this Agreement shall constitute a satisfaction of theIndebtedness.  It is the intention ofLender and Borrower to retain as liable parties all makers and endorsers ofExisting Loan Documents, unless the party is expressly released by Lender inwriting.  No maker, endorser, orguarantor will be released by virtue of this Agreement.  The terms of this paragraph apply not only tothis Agreement, but also to all subsequent loan modification agreements.

7.             EXPENSES.  Borrower shall reimburse Lender for allout-of-pocket expenses, including, but not limited to, reasonable attorneys’fees and expenses, incurred by Lender in connection with this Agreement.

8.             NEGATIVE PLEDGE.  Borrower and Lender are parties to thatcertain Negative Pledge Agreement, dated as of April 3, 2002 (the “NegativePledge Agreement”).  Borrower herebyacknowledges and agrees that the Negative Pledge Agreement, and Borrower’sobligations thereunder, remain in full force and effect, without release,diminution or impairment, notwithstanding the execution and delivery of thisAgreement.

9.             LIMITATION.  This Agreement is limited to the mattersexpressly set forth above and shall not be deemed to waive or modify any otherterm of the Loan Agreement or Loan Documents, each of which is hereby ratifiedand reaffirmed, or to consent to any subsequent failure of Borrower to complywith any term or provision of the Loan Agreement or the Loan Documents, each ofwhich shall remain in full force and effect.

10.           CONDITIONS.  The effectiveness of this Agreement isconditioned upon:  (a) Borrower’sexecution and delivery of this Agreement, (b) Borrower’s payment of the LoanFee payable on the date hereof pursuant to Section 3 hereof and all outstandinglegal fees and expenses and (c) such other instruments, documents andagreements as Lender or its counsel shall request.

[signatures appearon following page]

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This LoanModification Agreement is executed as of the date first written above.
|        | **LENDER:**                | ** ** |
|--------|----------------------------|------------|
|   | ** **                 | ** ** |
|   | **SILICON  VALLEY BANK**   | ** ** |
|   | ** **                 | ** ** |
|   | By:                        | ** ** |
|   | Name:                      | ** ** |
|   | Title:                     | ** ** |
|   |                       |       |
|   | **BORROWER:**              | ** ** |
|   | ** **                 | ** ** |
|   | **WITNESS  SYSTEMS, INC.** | ** ** |
|   | ** **                 | ** ** |
|   | By:                        | ** ** |
|   | Name:                      | ** ** |
|   | Title:                     | ** ** |
|        |                            |            |  |

 

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