##### 



Exhibit 10.31




---



##### 



Page1.
    
    Definitions
    
    
    12.
    
    The Merger
    
    
    72.1
    
    The Merger
    
    
    72.2
    
    Closing; Effective Time
    
    
    72.3
    
    Effect of the Merger
    
    
    72.4
    
    Certificate of Incorporation; Bylaws
    
    
    72.5
    
    Directors and Officers
    
    
    72.6
    
    Effect on Capital Stock
    
    
    82.7
    
    Surrender of Certificates
    
    
    92.8
    
    No Further Ownership Rights in Target Capital Stock
    
    
    102.9
    
    Lost, Stolen or Destroyed Certificates
    
    
    102.10
    
    Taking of Necessary Action; Further Action
    
    
    113.
    
    Representations and Warranties of Target
    
    
    133.1
    
    Organization, Standing and Power
    
    
    133.2
    
    Authority
    
    
    133.3
    
    Governmental Authorization
    
    
    143.4
    
    Financial Statements
    
    
    143.5
    
    Capital Structure
    
    
    153.6
    
    Absence of Certain Changes
    
    
    163.7
    
    Absence of Undisclosed Liabilities
    
    
    173.8
    
    Litigation
    
    
    183.9
    
    Restrictions on Business Activities
    
    
    183.10
    
    Intellectual Property
    
    
    183.11
    
    Interested Party Transactions
    
    
    213.12
    
    Minute Books
    
    
    223.13
    
    Complete Copies of Materials
    
    
    223.14
    
    Material Contracts
    
    
    223.15
    
    Inventory
    
    
    233.16
    
    Accounts Receivable
    
    
    233.17
    
    Customers and Suppliers
    
    
    233.18
    
    Employees and Consultants
    
    
    243.19
    
    Title to Property
    
    
    243.20
    
    Environmental Matters
    
    
    253.21
    
    Taxes
    
    
    263.22
    
    Employee Benefit Plans
    
    
    273.23
    
    Employee Matters
    
    
    303.24
    
    Insurance
    
    
    303.25
    
    Compliance With Laws
    
    
    313.26
    
    Brokers and Finders Fee
    
    
    313.27
    
    Privacy Policies.
    
    
    313.28
    
    International Trade Matters
    
    
    313.29
    
    Representations Complete
    
    
    32i




---



##### 



Page4.
    
    Representations and Warranties of Acquiror and Merger Sub
    
    
    324.1
    
    Organization, Standing and Power
    
    
    324.2
    
    Authority
    
    
    324.3
    
    Litigation
    
    
    334.4
    
    Interim Operations of Merger Sub
    
    
    334.5
    
    Brokers and Finders Fee
    
    
    334.6
    
    Representations Complete
    
    
    335.
    
    Conduct Prior to the Effective Time
    
    
    335.1
    
    Conduct of Business of Target
    
    
    335.2
    
    No Solicitation
    
    
    366.
    
    Additional Agreements
    
    
    366.1
    
    Preparation of Information Statement
    
    
    366.2
    
    Approval of Stockholders
    
    
    376.3
    
    Access to Information
    
    
    376.4
    
    Confidentiality
    
    
    386.5
    
    Public Disclosure
    
    
    386.6
    
    Regulatory Approval; Further Assurances
    
    
    386.7
    
    Target Options
    
    
    396.8
    
    Intentionally Omitted
    
    
    396.9
    
    Escrow Agreement
    
    
    396.10
    
    Employees
    
    
    406.11
    
    Termination of 401(k) Plan
    
    
    406.12
    
    Expenses
    
    
    407.
    
    Conditions to the Merger
    
    
    407.1
    
    Conditions to Obligations of Each Party to Effect the Merger
    
    
    407.2
    
    Additional Conditions to the Obligations of Acquiror and Merger Sub
    
    
    417.3
    
    Additional Conditions to Obligations of Target
    
    
    428.
    
    Termination, Amendment and Waiver
    
    
    438.1
    
    Termination
    
    
    438.2
    
    Effect of Termination
    
    
    448.3
    
    Amendment
    
    
    448.4
    
    Extension; Waiver
    
    
    449.
    
    Escrow and Indemnification
    
    
    449.1
    
    Escrow Fund
    
    
    449.2
    
    Indemnification
    
    
    449.3
    
    Escrow Period; Release From Escrow
    
    
    45ii




---



##### 



Page9.4
    
    Claims Upon Escrow Fund
    
    
    469.5
    
    Objections to Claims
    
    
    469.6
    
    Resolution of Conflicts and Arbitration
    
    
    469.7
    
    Stockholders Agent
    
    
    479.8
    
    Actions of the Stockholders Agent
    
    
    489.9
    
    Third-Party Claims
    
    
    4810.
    
    General Provisions
    
    
    4810.1
    
    Notices
    
    
    4810.2
    
    Definitions
    
    
    5010.3
    
    Counterparts
    
    
    5010.4
    
    Entire Agreement; Nonassignability; Parties in Interest
    
    
    5010.5
    
    Severability
    
    
    5010.6
    
    Remedies Cumulative
    
    
    5110.7
    
    Governing Law
    
    
    5110.8
    
    Rules of Construction
    
    
    5110.9
    
    Amendment; Waiver
    
    
    51iii




---



##### 



Schedule A
    
    Allocation SpreadsheetSchedule B
    
    Option SpreadsheetExhibit A
    
    Certificate of MergerExhibit B
    
    Escrow AgreementExhibit C
    
    Opinion of Target Counsel




---



##### 



Agreement Acquiror Merger Sub Target Stockholders Agent
  Merger
 Target Preferred Stock Target Common Stock Target Capital Stock
   Definitions
 Acquiror
 Acquiror Common Stock
 Acquiror Disclosure Schedule
 Acquiror Indemnified Person Acquiror Indemnified Persons
 Acquisition Proposal
 Aggregate Preferred Preference Amount
 1




---



##### 



Aggregate Secondary Consideration Amount
 Allocation Spreadsheet
 Applicable Escrow Ownership Percentage
 Bid
 Certificate of Merger
 CERCLA
 Certificates
 Closing
 Closing Date
 COBRA
 Code
 Confidential Information
 Confidentiality Agreement
 Copyrights
 Damages
 Delaware Law
 Dissenting Shares
 Dissenting Stockholder
 Effective Time
 End User License Agreements
 Environmental Laws
 2




---



##### 



ERISA
 ERISA Affiliate
 Escrow Agent
 Escrow Agreement
 Escrow Amount
 Escrow Fund
 Exchange Ratio
 Expenses
 Final Allocation Spreadsheet
 Final Option Spreadsheet
 First Investor Rights Agreement
 GAAP
 Government Contract
 Governmental Entity
 Hazardous Materials
 HIPAA
 HSR
 Information Statement
 Integrator Agreement
 Intellectual Property
 Inventions Assignment
 Investor Rights Agreements
 Issued Patents
 JAMS
 Limitation
 3




---



##### 



Material
 Material Adverse Effect
 Material Contract
 Merger
 Merger Consideration
 Merger Sub
 Officers Certificate
 Option Spreadsheet
 Patent Applications
 Patents
 Pipeline
 Prior Inventions Technology
 Purchase Agreement
 Put Right Agreement
 Qualified Offer
 Qualified Offer Letter
 Release Date
 RCRA
 Returns
 SEC
 Secondary Per Share Merger Consideration
 Second Investor Rights Agreement
 4




---



##### 



Securities Act
 Series A Preference Amount
 Series B Preference Amount
 Series C Preference Amount
 Stockholders Agent
 Subsidiary
 Surviving Corporation
 Target
 Target Balance Sheet
 Target Balance Sheet Date
 Target Capital Stock
 Target Charter Documents
 Target Common Stock
 Target Disclosure Schedule
 Target Employee Plans
 Target Expenses
 Target Financial Statements
 Target International Employee Plans
 Target Intellectual Property
 Target Option Plan
 Target Options
 Target Products
 Target Preferred Stock
 Target Software
 Targets Current Facilities
 5




---



##### 



Targets Facilities
 Tax Taxes
 Termination Date
 Third Party Intellectual Property
 Trademarks
 The Merger
 The Merger Exhibit A Certificate of Merger Delaware Law Surviving Corporation
 Closing; Effective Time Closing Closing Date Effective Time
 Effect of the Merger
 Certificate of Incorporation; Bylaws
 provided however
  Directors and Officers
 6




---



##### 



Directors
 Officers
 Effect on Capital Stock
 Conversion of Target Capital Stock Merger Consideration
     Cancellation of Target Capital Stock Owned by Acquiror
 Target Stock Options Target
Options
 Merger Consideration Allocation Schedule A
 7




---



##### 



Allocation Spreadsheet
 Capital Stock of Merger Sub
 Dissenters Rights Dissenting
Shares Dissenting Stockholder
 Surrender of Certificates
 Exchange Procedures Certificates
 8




---



##### 



Transfers of Ownership
 No Liability
 Dissenting Shares
 Escrow Escrow Amount Escrow Fund
 No Further Ownership Rights in Target Capital Stock
 9




---



##### 



Lost, Stolen or Destroyed Certificates provided however
 Taking of Necessary Action; Further Action
 Withholding Rights
 Representations and Warranties of Target Target
Disclosure Schedule
 10




---



##### 



Organization, Standing and Power Target Charter Documents
 Authority
 11




---



##### 



Governmental Entity HSR
 Governmental Authorization
 Financial Statements
 - Target Financial Statements GAAP
  12




---



##### 



Pipeline
 Capital Structure
 First Investor Rights
Agreement Second Investor
Rights Agreement Investor
Rights Agreements Put
Right Agreement
 Target Option Plan Schedule
B Option Spreadsheet
 13




---



##### 



Absence of Certain Changes Target Balance Sheet
Date
  14




---



##### 



15




---



##### 



Absence of Undisclosed Liabilities Target Balance Sheet Target Expenses
 Litigation
 Restrictions on Business Activities
 16




---



##### 



Intellectual Property
 Intellectual Property
 Issued Patents
 Patent Applications Patents
 Copyrights
 Trademarks
    Target Intellectual
Property
 17




---



##### 



Target
Products
 Third
Party Intellectual Property
 Integrator Agreement Purchase Agreement End User License
Agreements
  18




---



##### 



Inventions Assignment Prior Inventions Technology
 Confidential
Information
  Target Software
 19




---



##### 



Target Service e.g e.g.
  Interested Party Transactions Securities Act
 20




---



##### 



Minute Books
 Complete Copies of Materials
 Material Contracts Material
Contract
 21




---



##### 



Inventory
 Accounts Receivable
 22




---



##### 



Customers and Suppliers
 Employees and Consultants
  23




---



##### 



Key Employees
 Title to Property
 Environmental Matters
  Environmental Laws CERCLA RCRA
 24




---



##### 



Hazardous Materials
 Targets Facilities Targets Current Facilities
 Taxes
 Tax Taxes
 25




---



##### 



Returns
        26




---



##### 



Employee Benefit Plans
  27




---



##### 



ERISA ERISA Affiliate Target Employee Plans Target
International Employee Plans
 Documents
 Compliance
 28




---



##### 



No Title IV or Multiemployer Plan
 COBRA, FMLA, HIPAA, Cancer Rights COBRA HIPAA
 Effect of Transaction
 29




---



##### 



International Employee Plans
 Employee Matters
 Insurance
 30




---



##### 



Compliance With Laws
 Brokers and Finders Fee
 Privacy Policies
 International Trade Matters
 31




---



##### 



Government Contracts Government Contract Bid
 Representations Complete
 Representations and Warranties of Acquiror and Merger Sub Acquiror Disclosure Schedule
 32




---



##### 



Organization, Standing and Power
 Authority SEC
 Litigation
 Interim Operations of Merger Sub
 Brokers and Finders Fee
 33




---



##### 



Representations Complete
 Conduct Prior to the Effective Time
 Conduct of Business of Target
 Charter Documents
 Dividends; Changes in Capital Stock
 34




---



##### 



Stock Option Plans, Etc
 Issuance of Securities
 Intellectual Property
 Exclusive Rights
 Dispositions
 Indebtedness
 Agreements
 Payment of Obligations
 Capital Expenditures
 35




---



##### 



Insurance
 Termination or Waiver
 Employee Benefit Plans; New Hires; Pay Increases
 Severance Arrangements
 Lawsuits
 Acquisitions
 Taxes
 Revaluation
 36




---



##### 



Other
  No Solicitation
 Acquisition Proposal
  Additional Agreements
 Preparation of Information Statement
 Information Statement
 37




---



##### 



Approval of Stockholders
 Access to Information
  38




---



##### 



Confidentiality Confidentiality
Agreement
 Public Disclosure
 Regulatory Approval; Further Assurances
  39




---



##### 



Target Options Acquiror Common Stock
 40




---



##### 



Exchange Ratio
 Form S-8
 Escrow Agreement Exhibit B Escrow Agreement
 Termination of 401(k) Plan 401(k) Plan
 Expenses Expenses
 Employee Matters
 41




---



##### 



Qualified Offer
Letter Qualified Offer
 Return of Certain Receivables
 Conditions to the Merger.
 Conditions to Obligations of Each Party to Effect the Merger
 Stockholder Approval
 No Injunctions or Restraints; Illegality
 Governmental Approval
 42




---



##### 



No Governmental Litigation
 No Other Litigation
 Additional Conditions to the Obligations of Acquiror and Merger Sub
 Representations and Warranties
 Performance of Obligations
 Allocation and Option Spreadsheets Final Option Spreadsheet Final Allocation Spreadsheet
 43




---



##### 



Certificate of Officers
 Third Party Consents
 Escrow Agreement Exhibit B
 No Material Adverse Change
 Offer Letters
 Dissenters Rights
 Opinion Exhibit C
 Resignations
 Termination of Agreements
 Audited Financials
 Target Expenses
 44




---



##### 



Additional Conditions to Obligations of Target
 Representations and Warranties
 Performance of Obligations
 Certificate of Officers
 Escrow Agreement Exhibit B
 Termination, Amendment and Waiver
 Termination
  provided however
  45




---



##### 



Effect of Termination provided however
 Amendment
 Extension; Waiver
 Escrow and Indemnification
 Escrow Fund
 Escrow Agent Exhibit B
 Indemnification
 Survival of Warranties Termination
Date
 46




---



##### 



Acquiror Indemnified Person Acquiror Indemnified Persons
 Threshold for Claims Breach Damages Limitation
 Escrow Period; Release From Escrow
 provided however
 47




---



##### 



Release Date
   Claims Upon Escrow Fund Officers
Certificate
 Objections to Claims
  48




---



##### 



Resolution of Conflicts and Arbitration
 JAMS
  49




---



##### 



Stockholders Agent
   50




---



##### 



Actions of the Stockholders Agent
 Third-Party Claims
 Notice of Third Party Claims Claim Notice
 51




---



##### 



Defense
 Adjustment for Insurance
 General Provisions.
 Notices
  52




---



##### 



53




---



##### 



Definitions material Material Adverse
Effect Subsidiary
 Counterparts
 Entire Agreement; Nonassignability; Parties in Interest
 Severability
 Remedies Cumulative
 54




---



##### 



Governing Law
 Rules of Construction
 Amendment; Waiver
 55




---



##### 



TACIT NETWORKS, INC.By:
    
    /s/ Greg GrodhausGreg GrodhausChairman and Chief Executive OfficerPACKETEER, INC.By:
    
    /s/ David YntemaDavid YntemaChief Financial OfficerOSLO ACQUISITION CORPORATIONBy:
    
    /s/ David YntemaDavid YntemaPresidentSTOCKHOLDERS AGENT/s/ Vikram GuptaVikram Gupta