**Exhibit
      10.1**











LOAN
        AND
        SECURITY AGREEMENT
 dated
        as
        of August 8, 2007
  between
  BRIDGE
        BANK, NATIONAL ASSOCIATION (“LENDER”)
  and
  TELANETIX,
        INC., a California corporation ("Telanetix"), on the one hand; and
  UNION
        LABOR FORCE ONE LIMITED LIABILITY COMPANY, a New Jersey limited liability
        company (“ULF”); and
  AVS
        INSTALLATION LIMITED LIABILITY COMPANY, a New Jersey limited liability company
        (“AVS”) on the other hand.
  (Telanetix,
        ULF AND AVS are collectively referred to herein as “Borrower”)
  Borrower
        and Lender agree as follows:
  1.  Definitions
        and Construction.
  1.1  Definitions.  In
        this Agreement:
  "Account
        Balance" means at any time the aggregate of the Receivable Amounts of all
        Eligible Receivables at such time.
  "Account
        Debtor" has the meaning in the California Uniform Commercial Code and
        includes any person liable on any Receivable, including without limitation,
        any
        guaranty of any Receivable and any issuer of a letter of credit or banker's
        acceptance assuring payment thereof.
  “Adjusted
        Quick Ratio” means (i) the aggregate of unrestricted cash, maintained with
        Bridge Bank, unrestricted marketable securities and receivables convertible
        into
        cash divided by (ii) total current liabilities including all debt to Bank
        minus Deferred Revenue.
  "Adjustments"
        means all discounts, allowances, disputes, offsets, defenses, rights of
        recoupment, rights of return, warranty claims, or short payments, asserted
        by or
        on behalf of any Account Debtor with respect to any Receivable.
  "Advance
        Request" means a writing signed by an authorized representative of Borrower
        requesting a Revolving Advance, in the form as set forth in Exhibit C
        attached hereto.
  “Affiliate”
        means a Person that owns or controls directly or indirectly the Person, any
        Person that controls or is controlled by or is under common control with
        the
        Person, and each of that Person’s senior executive officers, directors, partners
        and, for any Person that is a limited liability company, that Person’s managers
        and members.
  "Agreement"
        means this Loan and Security Agreement.
  
  "Borrowing
        Base" means at any time the sum of (i) the Account Balance multiplied by
        the
        Receivables Advance Rate minus (ii) reserves as Lender may deem proper and
        necessary from time to time.
  “Borrowing
        Base Certificate” means a certificate in the form of Exhibit B
        hereto.
  "Collateral"
        means all of Borrower's rights and interest in any and all personal property,
        whether now existing or hereafter acquired or created and wherever located,
        and
        all products and proceeds thereof and accessions thereto, including the
        following:  accounts, including health care insurance receivables,
        chattel paper, inventory, equipment, instruments, including promissory notes,
        investment property, documents, deposit accounts, letter of credit rights,
        any
        commercial tort claim of Borrower which is now or hereafter identified by
        Borrower or Lender, general intangibles, and supporting
        obligations.
  "Collections"
        means all payments from or on behalf of an Account Debtor with respect to
        Receivables.
  "Compliance
        Certificate" means a certificate in the form attached to this Agreement as
Exhibit A hereto, by the chief financial officer or other authorized
        person of Borrower certifying that, among other things, the representations
        and
        warranties set forth in this Agreement are true and correct as of the date
        such
        certificate is delivered.
  "Default"
        means any Event of Default or any event that with notice, lapse of time or
        otherwise would constitute an Event of Default.
  “Default
        Rate” means 5.00 percentage points above the rate effective immediately
        before the Event of Default.
  “Deferred
        Revenue” is all amounts received or  invoiced, as appropriate, in
        advance of performance under contracts and not yet recognized as
        revenue.
  "Eligible
        Receivable" means a Receivable that satisfies all of the
        following:
  (a)  the
        Receivable has been created by Borrower in the ordinary course of Borrower's
        business and without any obligation on the part of Borrower to render any
        further performance;
  (b)  there
        are
        no conditions which must be satisfied before Borrower is entitled to receive
        payment of the Receivable, and the Receivable does not arise from COD sales,
        consignments or guaranteed sales;
  (c)  the
        Account Debtor upon the Receivable does not claim any defense to payment
        of the
        Receivable, whether well founded or otherwise;
  (d)  the
        Receivable is not the obligation of an Account Debtor who has asserted or
        may
        assert any counterclaims or offsets against Borrower, including offsets for
        any
        "contra accounts" owed by Borrower to the Account Debtor for goods purchased
        by
        Borrower or for services performed for Borrower, unless a credit balance
        is
        carried on the books of Borrower;
  (e)  the
        Receivable represents a genuine obligation of the Account Debtor and to the
        extent any credit balances exist in favor of the Account Debtor, such credit
        balances shall be deducted in calculating the Receivable Amount;
  (f)  Borrower
        has sent an invoice to the Account Debtor in the amount of the
        Receivable;
  
  (g)  Borrower
        is not prohibited by the laws of the state where the Account Debtor is located
        from bringing an action in the courts of that state to enforce the Account
        Debtor's obligation to pay the Receivable.  Borrower has taken all
        appropriate actions to ensure access to the courts of the state where the
        Account Debtor is located, including, where necessary, the filing of a Notice
        of
        Business Activities Report or other similar filing with the applicable state
        agency or the qualification by Borrower as a foreign corporation authorized
        to
        transact business in such state;
  (h)  the
        Receivable is owned by Borrower free of any title defects or any liens or
        interests of others except the security interest in favor of Lender, and
        Lender
        has a perfected, first priority security interest in such
        Receivable;
  (i)  the
        Account Debtor on the Receivable is not any of the following:  (1) an
        employee, Affiliate, parent or subsidiary of Borrower, or an entity which
        has
        common officers or directors with Borrower; (2) the U.S. government or any
        agency or department of the U.S. government unless Borrower complies with
        the
        procedures in the Federal Assignment of Claims Act of 1940 (41 U.S.C.§15) with
        respect to the Receivable, and the underlying contract expressly provides
        that
        neither the U.S. government nor any agency or department thereof shall have
        the
        right of set-off against Borrower; (3) any person or entity located in a
        foreign
        country excepting Canada, unless (A) the Receivable is supported by an
        irrevocable letter of credit issued by a bank acceptable to Lender, and (B)
        if
        requested by Lender, the original of such letter of credit and/or any usance
        drafts drawn under such letter of credit and accepted by the issuing or
        confirming bank have been delivered to Lender; or (4) an Account Debtor as
        to
        which 35% or more of the aggregate dollar amount of all outstanding Receivables
        owing from such Account Debtor have not been paid within 90 days from invoice
        date;
  (j)  the
        Receivable is not in default.  A Receivable will be considered in
        default if any of the following occurs: (i) the Receivable is not paid
        within 90 days from its invoice date; (ii) the Account Debtor obligated
        upon the Receivable suspends business, makes a general assignment for the
        benefit of creditors, or fails to pay its debts generally as they come due;
        or
        (iii) any petition is filed by or against the Account Debtor obligated upon
        the Receivable under any bankruptcy law or any other law or laws for the
        relief
        of debtors);
  (k)  the
        Receivable does not arise from the sale of goods which remain in Borrower's
        possession or under Borrower's control;
  (l)  the
        Receivable is not evidenced by a promissory note or chattel paper, nor is
        the
        Account Debtor obligated to Borrower under any other obligation which is
        evidenced by a promissory note;
  (m)  the
        Receivable is not that portion of Receivables due from an Account Debtor
        which
        is in excess of 30% of Borrower's aggregate dollar amount of all outstanding
        Receivables; and
  (n)  the
        Receivable is otherwise acceptable to Lender.
  “Equipment”
        means all equipment and fixtures in which Borrower has an interest.
  "Event
        of Default" has the meaning set forth in Section 7.1.
  "Facility
        Fee" means a fee equal to 1/2% of the Revolving/Total Credit Limit, due
        upon
        execution of this Agreement and annually thereafter.  Based on a Total
        Credit Limit of $1,500,000.00, the Facility Fee shall be $7,500.00.
  "Inventory"
        means and includes all of Borrower's now owned or hereafter acquired goods,
        merchandise and other personal property, wherever located, to be furnished
        under
        any consignment, arrangement, contract of service or held for sale or lease,
        all
        raw materials, work in process, finished goods and materials and supplies
        of any
        kind, nature or description which are or might be used or consumed in Borrower's
        business or used in selling or furnishing such goods, merchandise and other
        personal property, and all documents of title or other documents representing
        them.
  "Lender"
        means Bridge Bank, National Association, and its successors and
        assigns.
  “Non
        Formula Sublimit” has the meaning set forth in Section 2.1(d)
        herein.
  
  "Obligations"
        means all liabilities and obligations of Borrower to Lender of any kind or
        nature, present or future, arising under or in connection with this Agreement
        or
        under any other document, instrument or agreement, whether or not evidenced
        by
        any note, guarantee or other instrument, whether arising on account or by
        overdraft, whether direct or indirect (including those acquired by assignment)
        absolute or contingent, primary or secondary, due or to become due, now owing
        or
        hereafter arising, and however acquired; including, without limitation, all
        Revolving Advances, Equipment Loans, the Term Loan, fees, interest, expenses,
        professional fees and attorneys' fees.
  "Overadvance"
        means that the total amount of the Revolving Advances then outstanding
        (including amounts deemed Revolving Advances under Sections 2.1(e) and (f))
        plus
        the Letters of Credit Outstanding) exceeds the Revolving Credit Limit or
        the
        Borrowing Base.
  “Permitted
        Liens” means (i) liens or deposits to secure performance of bids, tenders,
        contracts (other than contracts for the payment of money), or leases, public
        or
        statutory obligations, surety or appeal bonds, or other liens or deposits
        for
        purposes of like general nature in the ordinary course of business; (ii)
        liens
        for taxes not delinquent and liens for taxes which in good faith are being
        contested or litigated; (iii) liens created hereunder or any document entered
        into in connection herewith; (iv) liens created in connection with any other
        indebtedness of Borrower in existence as of the date hereof that have been
        disclosed in writing to the Lender; (v) liens created by operation of law
        not
        securing the payment of indebtedness for money borrowed or guaranteed, including
        carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
        liens arising in the ordinary course of business; (vi) pledges or deposits
        in
        connection with workers’ compensation, unemployment insurance and other social
        security legislation; (vii) purchase money liens for acquisition of furniture,
        fixtures, equipment or other property, securing up to $100,000.00 per year;
        (viii) statutory or common law liens to secure landlords, sub-landlords,
        licensors or sublicensors under leases or rental agreements; (ix) liens
        resulting from a filing by a lessor with respect to a lease; (x) liens existing
        on property at the time of its acquisition and the proceeds of such property;
        (xi) liens on insurance policies and proceeds to secure the financing of
        the
        premiums thereunder; and (xii) liens or rights of setoff of a customary nature
        on bank, brokerage or similar accounts or on negotiable instruments incurred
        in
        the ordinary course of business.
  “Person”
        means any individual, sole proprietorship, partnership, limited liability
        company, joint venture, company association, trust, unincorporated organization,
        association, corporation, institution, public benefit corporation, firm,
        joint
        stock company, estate, entity or government agency.
  "Prime
        Rate" means for any day, a variable rate of interest, per annum, most
        recently published by the Wall Street Journal, as the "prime rate," provided
        that if such day is not a business day, the Prime Rate for such day shall
        be
        such rate on such transactions as so published in the Money Rates Section
        of the
        Western Edition of the Wall Street Journal on the next succeeding business
        day.
  "Receivable
        Amount" means as to any Receivable, the net amount due from the Account
        Debtor after deducting all discounts, credits, offsets, payments or other
        deductions of any nature whatsoever.
  "Receivables"
        means Borrower's rights to payment arising in the ordinary course of Borrower's
        business, including accounts, chattel paper, instruments, contract rights,
        documents, general intangibles, letters of credit, drafts, and bankers
        acceptances.
  "Receivables
        Advance Rate" means 80% or such greater or lesser percentage as Lender may
        from time to time establish in its sole discretion upon notice to
        Borrower.
  "Revolving
        Advance" means an advance made by Lender to Borrower pursuant to
        Section 2.1.
  “Revolving
        Interest Rate” means a per annum rate equal to the Prime Rate plus one
        percentage point (1%).  After an Event of Default, the outstanding
        principal balance of the Revolving Advances shall accrue interest at the
        Default
        Rate.
  "Revolving
        Credit Limit" means $1,500,000.00.
  "Revolving
        Maturity Date" means two (2) years from the date of this
        Agreement.
  
  “Subordinated
        Debt” is debt incurred by Borrower subordinated to Borrower’s debt to Lender
        (pursuant to a subordination agreement entered into between Lender, Borrower
        and
        the subordinated creditor), on terms acceptable to Lender.
  "Termination
        Date" means the earlier of (i) the date in which all Obligations are
        indefeasibly paid in full, or (ii) the date on which Lender elects to
        terminate this Agreement pursuant to the terms herein.
  "Total
        Credit Limit" means $1,500,000.00.
  "Total
        Liabilities" defined as the aggregate of current liabilities and non-current
        liabilities.
  "Unrestricted
        Assets" means unrestricted, unencumbered marketable securities, cash and
        cash equivalents.
  1.2  Construction:
  (a)  In
        this
        Agreement:  (i) references to the plural include the singular and
        to the singular include the plural; (ii) references to any gender include
        any other gender; (iii) the terms "include" and "including" are not
        limiting; (iv) the term "or" has the inclusive meaning represented by the
        phrase "and/or," (v) unless otherwise specified, section and subsection
        references are to this Agreement, and (vi) any reference to any statute,
        law, or regulation shall include all amendments thereto and revisions
        thereof.
  (b)  Neither
        this Agreement nor any uncertainty or ambiguity herein shall be construed
        or
        resolved using any presumption against either Borrower or Lender, whether
        under
        any rule of construction or otherwise.  On the contrary, this
        Agreement has been reviewed by each party hereto and their respective
        counsel.  In case of any ambiguity or uncertainty, this Agreement
        shall be construed and interpreted according to the ordinary meaning of the
        words used to accomplish fairly the purposes and intentions of all parties
        hereto.
  (c)  Titles
        and section headings used in this Agreement are for convenience only and
        shall
        not be used in interpreting this Agreement.
  2.  The
        Credit.
  2.1  Revolving
        Loans.
  (a)  Revolving
        Credit Line.  Subject to the terms and conditions of this
        Agreement, from the date on which this Agreement becomes effective until
        the
        Revolving Maturity Date, Lender will make advances (each, a "Revolving Advance")
        to Borrower not exceeding the Revolving Credit Limit or the Borrowing Base,
        whichever is less; provided that in no event shall Lender be obligated to
        make
        any Revolving Advance that results in an Overadvance or while any Overadvance
        is
        outstanding.  Amounts borrowed under this Section may be repaid and
        reborrowed during the term of this Agreement.  It shall be a condition
        to each Revolving Advance that (a) all of the representations and
        warranties set forth in Section 4 are true and correct on the date of such
        Revolving Advance as though made at and as of each such date except for those
        which speak of a certain date or changes not constituting an Event of Default
        and (b) no Default has occurred and is continuing, or would result from
        such Revolving Advance.
  (b)  Advance
        Requests.  Borrower may request that Lender make a Revolving
        Advance by delivering to Lender an Advance  Request.  Lender
        shall be entitled to rely on all the information provided by Borrower to
        Lender
        on or with the Advance Request and to rely on the signature on any Advance
        Request as an authorized signature of Borrower.
  
  (c)  Due
        Diligence.  Lender may at any time and from time to time contact
        Account Debtors and other persons obligated or knowledgeable in respect of
        Receivables to confirm the Receivable Amount of such Receivables, to determine
        whether Receivables constitute Eligible Receivables, and for any other purpose
        in connection with this Agreement.  [Lender may audit Borrower's
        Receivables and any and all records pertaining to the Collateral, at Lender's
        sole discretion and at Borrower's expense.]
  (d)  Non
        Formula Sublimit.  Subject to the terms and conditions of this
        Agreement and as part of the Revolving Credit Limit, Lender hereby agrees
        to
        make Revolving Advances to Borrower from time to time not exceeding the amount
        of One Million Dollars ($1,000,000.00) without reference to the Borrower’s
        Borrowing Base (the “Non Formula Sublimit”). Amounts borrowed under the Non
        Formula Sublimit may be repaid and reborrowed during the term of this
        Agreement.  No Revolving Advance under the Non Formula Sublimit shall
        be made that results in an Overadvance or while any Overadvance is
        outstanding.   The aggregate amount of outstanding Revolving
        Advances, including any and all Revolving Advances under the Non Formula
        Sublimit together with Revolving Advances made pursuant to the Borrowing
        Base,
        shall at no time exceed the Revolving Credit Limit.
  (e)  Overadvances.  Upon
        any occurrence of an Overadvance, Borrower shall immediately pay down the
        Revolving Advances so that, after giving effect to such payments, no Overadvance
        exists.
  3.  Interest,
        Fees and Remittances.
  3.1  Interest.  Revolving
        Advances accrue interest on the outstanding principal balance at the Revolving
        Interest Rate and shall be payable on the tenth day of each
        month.  After an Event of Default, Obligations accrue interest at the
        applicable Default Rate. The applicable interest rate increases or decreases
        when the Prime Rate changes.  Interest is computed on a 360 day year
        for the actual number of days elapsed.
  3.2  Fees.
  (a)  Facility
        Fee.  On the date of this Agreement and on each anniversary
        thereof prior to the termination of this Agreement, Borrower shall pay to
        Lender
        the Facility Fee.
  (b)           Expenses
        to Close.  All reasonable out of pocket expenses incurred by Bank
        in connection with the documenting and closing the loan transaction, including
        attorneys’ fees and costs, to be paid by Borrower.
  3.3  Reporting.  Within
        15 days after the end of each month, Lender shall send to Borrower a report
        covering the transactions for such month, including the amount of interest
        and
        other fees and charges.  The accounting shall be deemed correct and
        conclusive unless Borrower makes written objection to Lender within 30 days
        after Lender mails the accounting to Borrower.
  3.4  Borrower's
        Payment.  When any Overadvance or other amount owing to Lender
        becomes due, Lender shall inform Borrower of the manner of payment which
        may be
        any one or more of the following in Lender's sole
        discretion:  (a) in cash immediately upon demand therefor; (b) by
        deduction from or offset against the amount that otherwise would be forwarded
        to
        Borrower in respect of any further Revolving Advances that may be made by
        Lender; or (c) by any combination of the foregoing as Lender may from time
        to time choose.
  4.  Representations
        and Warranties.****Borrower represents and
        warrants:
  4.1  Receivables.  With
        respect to each Receivable (except as disclosed to Lender in writing that
        such
        Receivable is not an Eligible Receivable):
  (a)  it
        is the
        owner with legal right to sell, transfer and assign it;
  (b)  the
        correct Receivable Amount has been accurately reported to Lender and is not
        disputed; and
  (c)  Lender
        has the right to endorse and/or require Borrower to endorse all payments
        received on Receivables and all proceeds of Collateral.
  
  4.2  Representations
        and Warranties.  No representation, warranty or other statement of
        Borrower in any certificate or written statement given to Lender contains
        any
        untrue statement of a material fact or omits to state a material fact necessary
        to make the statement contained in the certificates or statement not
        misleading.
  4.3  Formation
        and Qualification.  Borrower is duly existing and in good standing
        in its state of formation and qualified and licensed to do business in, and
        in
        good standing in, any state or country in which the conduct of its business
        or
        its ownership of property requires that it be qualified.
  4.4  Authority;
        No Conflict.  The execution, delivery and performance of this
        Agreement has been duly authorized, and does not conflict with Borrower's
        organizational documents, nor constitutes an Event of Default under any material
        agreement by which Borrower is bound.  Borrower is not in default
        under any agreement to which or by which it is bound.
  4.5  Collateral.  Borrower
        has good title to the Collateral and all Inventory is in all material respects
        of good and marketable quality, free from material defects.
  4.6  Name;
        Locations.  Borrower's name, form of organization, chief executive
        office, and the place where the records concerning all Receivables and
        Collateral are kept is set forth at the beginning of this Agreement and Borrower
        is located at its address for notices set forth in this Agreement.
  4.7  Intellectual
        Property.  If Borrower owns, holds or has any interest in, any
        copyrights (whether registered, or unregistered), patents or trademarks,
        and
        licenses of any of the foregoing (the "Intellectual Property"), such interest
        has been specifically disclosed and identified to Lender in
        writing.  All Intellectual Property owned or utilized by Borrower are
        valid and constitute all of the intellectual property rights which are necessary
        for the operation of its business; there is no objection to or pending challenge
        to the validity of any such Intellectual Property and Borrower is not aware
        of
        any grounds for any challenge.  Each Intellectual Property owned or
        held by Borrower and all trade secrets used by Borrower consist of original
        material or property developed by Borrower or was lawfully acquired by Borrower
        from the proper and lawful owner thereof.
  5.  Covenants.  So
        long as Borrower owes any Obligation to Lender, Borrower covenants to Lender
        that Borrower shall observe and perform each and every one of the
        following:
  5.1  Existence.  Maintain
        its corporate existence and good standing in its jurisdictions of incorporation
        and maintain its qualification in each jurisdiction necessary to Borrower's
        business or operations.
  5.2  Change
        in Name.  Give Lender at least 30 days prior written notice of
        changes to its name, organization, chief executive office or location of
        records.
  5.3  Taxes.  Pay
        all its taxes including gross payroll, withholding and sales taxes when due
        and
        will deliver satisfactory evidence of payment to Lender if
        requested.
  5.4  Financial
        Statements.  Give Lender copies of (i) all of Borrower's
        consolidated quarterly balance sheets and income statements, Forms 10-K,
        10-Q
        and 8-K (or equivalents) within five days of filing any of the foregoing
        with
        the Securities and Exchange Commission, (ii)  annual consolidated
        financial statements, as soon as available, and in any event within 180 days
        following the end of Borrower's fiscal year, certified by, and with an
        unqualified opinion of, an independent certified public accountants acceptable
        to Lender and (iii) annual consolidated operating projections (including
        income
        statements, balance sheets and cash flow statements) for the upcoming fiscal
        year approved by the Borrower’s board of directors within thirty days prior to
        the end of each fiscal year of Borrower in form and substance satisfactory
        to
        Lender.
  5.5  Merger;
        Sale of Assets.  Not merge or consolidate with or into any other
        business organization, or acquire all or substantially all of the capital
        stock
        or property of a third party, unless (i) any such acquired entity becomes
        a
        "Borrower" under this Agreement and (ii) Lender has previously consented
        to the
        applicable transaction in writing.
  
  5.6  Indebtedness.  Not
        create, incur, assume, or be liable for any indebtedness other than indebtedness
        incurred in the ordinary course of business.
  5.7  Reports.  Provide
        to Lender:
  (a)  within
        20
        days after the end of each month the following for such month and the period
        then ending: an accounts receivable aging report for each of Telanetix, ULF
        and
        AVS, together with a Borrowing Base certificate in form and substance acceptable
        to Lender, on a consolidated basis, as set forth in Exhibit B hereto,
        setting forth the Eligible Receivables and Receivable Amounts thereof, an
        accounts payable aging report for each of Telanetix, ULF and AVS, and a deferred
        revenue report for each of Telanetix, ULF and AVS; however, (i) in the event
        there are no outstanding Revolving Advances, such reports are waived until
        such  time that Borrower requests a Revolving Advance and (ii)
        Borrower shall provide such reports to Bank in a reasonable period of time
        prior
        to any new request for a Revolving Advance to permit Bank’s review
        thereof;
  (b)  within
        30
        days after the end of each month the following for such month and the period
        then ending: a consolidated balance sheet, income statement, statement of
        cash
        flows;  and a Compliance Certificate;
  (c)  immediately
        upon Lender’s request, a written report if payment of any Receivable does not
        occur by its due date and include the reasons for the delay;
  (d)           Notwithstanding
        the foregoing, Borrower shall not be obligated to provide any information
        that
        violates security laws.
  5.8  Audit.  Lender
        shall have the right from time to time hereafter to audit Borrower's Receivables
        and the Collateral at Borrower's expense.  Such audits shall be
        conducted every twelve months or as otherwise requested by
        Lender.
  5.9  Accounts.  Maintain
        its primary depository and operating accounts with Lender and**,**
        in the case of any deposit accounts not maintained with Lender, grant to
        Lender
        a first priority perfected security interest in and "control" (within the
        meaning of Section 9104 of the California Uniform Commercial Code) of such
        deposit account pursuant to documentation acceptable to Lender.
  5.10  Insurance.  At
        all times insure all of the tangible Collateral and carry such other business
        insurance, with insurers reasonably acceptable to Lender, in such form and
        amounts as Lender may reasonably require and that are customary and in
        accordance with standard practices for Borrower's industry and locations,
        and
        Borrower shall provide evidence of such insurance to Lender.  All such
        insurance policies shall name Lender as an additional loss payee, and shall
        contain a lenders loss payee endorsement in form reasonably acceptable to
        Lender.  Upon receipt of the proceeds of any such insurance, Lender
        shall apply such proceeds in reduction of the Obligations as Lender shall
        determine in its good faith business judgment, provided that no Default or
        Event
        of Default has occurred and is continuing.  If Borrower fails to
        provide or pay for any insurance, Lender may, but is not obligated to, obtain
        the same at Borrower's expense.  Borrower shall promptly deliver to
        Lender copies of all material reports made to insurance companies.
  5.11  Adjustments.  In
        the event of a breach of Sections 4 or 5, or in the event any Adjustment or
        dispute is asserted by any Account Debtor, Borrower shall promptly advise
        Lender
        and shall, subject to Lender's approval, resolve such disputes and advise
        Lender
        of any adjustments.  Lender shall have the right, at any time, to take
        possession of any rejected, returned, or recovered personal
        property.  If such possession is not taken by Lender, Borrower is to
        resell it for Lender's account at Borrower's expense with the proceeds made
        payable to Lender.  While Borrower retains possession of any returned
        goods, Borrower shall segregate said goods and mark them as property of
        Lender.
  5.12  Intellectual
        Property.  Immediately notify Lender if Borrower hereafter obtains
        any interest in any copyrights, patents, trademarks or licenses that are
        significant in value or are material to the conduct of its business or the
        value
        of any Receivable.
  5.13  Further
        Assurances.  Execute any further instruments and take further
        action as Lender requests to perfect or continue Lender's security interest
        in
        the Collateral or to effect the purposes of this Agreement.
  
  5.14  Financial
        Covenants.  Maintain Borrower's consolidated financial condition
        as follows using generally accepted accounting principles consistently applied
        and used consistently with prior practices (except to the extent modified
        by the
        definitions herein), with compliance determined commencing with Borrower's
        financial statements for the period ending June 30, 2007:
  (a)  Adjusted
        Quick Ratio not at any time less than 1.25 to 1.0.
  (b)  Revenues
        measured on a quarterly basis, commencing with the quarter ending September
        30,
        2007, to increase at least 10% from the revenue reported for the prior
        quarter.
  5.15  Use
        of
        Proceeds.  Not use the proceeds of (i) the Revolving Advances for
        any other purposes other than working capital;
  5.16  Management.  Not
        make any substantial change in the present executive or management personnel
        of
        Borrower.
  6.  Security
        Interest.
  6.1  Security
        Interest in the Collateral.  To secure the prompt payment and
        performance to Lender of all of the Obligations, Borrower hereby grants to
        Lender a continuing security interest in the Collateral.  Borrower is
        not authorized to sell, assign, transfer or otherwise convey any Collateral
        without Lender's prior written consent, except for the sale of finished
        inventory in Borrower's usual course of business.  Borrower agrees to
        sign any instruments and documents requested by Lender to evidence, perfect,
        or
        protect the interests of Lender in the Collateral.  Borrower agrees to
        deliver to Lender the originals of all instruments, chattel paper and documents
        evidencing or related to Receivables and other Collateral.  Borrower
        shall not grant or permit any lien or security interest in the Collateral
        or any
        interest therein.
  6.2  Power
        of Attorney.  Borrower irrevocably appoints Lender and its
        successors and assigns as Borrower's true and lawful attorney in fact, and
        authorizes Lender: **(a)** upon the occurrence of an Event of
        Default, to (i) sell, assign, transfer, pledge, compromise, or discharge
        the
        whole or any part of the Collateral; (ii) demand, collect, receive, sue,
        and give releases to any Account Debtor for the monies due or which may become
        due upon or with respect to the Receivables and to compromise, prosecute,
        or
        defend any action, claim, case or proceeding relating to the Collateral,
        including the filing of a claim or the voting of such claims in any bankruptcy
        case, all in Lender's name or Borrower's name, as Lender may choose; and
        (iii) prepare, file and sign Borrower's name on any notice, claim,
        assignment, demand, draft, or notice of or satisfaction of lien or mechanics'
        lien or similar document with respect to the Collateral; **(b)**
        after an Event of Default to (i) notify all Account Debtors with the with
        respect to Receivables to pay Lender  directly, (ii) receive and open
        all mail addressed to Borrower for the purpose of collecting the Receivables;
        and (iii) endorse Borrower's name on any checks or other forms of payment
        on the Receivables; and **(c)** whether or not there has been an
        Event of Default, (iv) execute on behalf of Borrower any and all
        instruments, documents, financing statements and the like to perfect Lender's
        interests in the Receivables and Collateral; (v) debit Borrower's checking
        account  maintained with Lender for any and all Obligations due under
        this Agreement; and (vi) do all acts and things necessary or expedient, in
        furtherance of any such purposes.  Upon the occurrence and
        continuation of an Event of Default, Lender shall have all the rights set
        forth
        in this Section 6.2.
  
  7.  Default
        and Remedies.
  7.1  Events
        of Default.  The occurrence of any one or more of the following
        shall constitute an Event of Default hereunder.
  (a)  Failure
        to Pay.  Borrower fails to make a payment under this Agreement
        when due and such default continues for three or more days.
  (b)  Lien
        Priority.  Lender fails to have an enforceable first lien (except
        for any prior liens to which Lender has consented in writing) on or security
        interest in the Collateral.
  (c)  False
        Information.  Borrower (or any guarantor) has given Lender false
        or misleading information or representations.
  (d)  Bankruptcy.  Borrower
        (or any guarantor) files a bankruptcy petition, a bankruptcy petition is
        filed
        against Borrower (or any guarantor) or Borrower (or any guarantor) makes
        a
        general assignment for the benefit of creditors.
  (e)  Receivers.  A
        receiver or similar official is appointed for a substantial portion of
        Borrower's (or any guarantor's) business, or the business is
        terminated.
  (f)  Judgments.  Any
        judgments or arbitration awards in an amount greater than $100,000.00 are
        entered against Borrower (or any guarantor), or Borrower (or any guarantor)
        enters into any settlement agreements with respect to any litigation or
        arbitration.
  (g)  Material
        Adverse Change.  A material adverse change occurs, or is
        reasonably likely to occur, in Borrower's (or any guarantor's) business
        condition (financial or otherwise), operations, properties or prospects,
        or
        ability to repay the credit; or Lender determines that it is insecure for
        any
        other reason.
  (h)  Cross-default.  Any
        default occurs under any agreement in connection with any credit Borrower
        (or
        any guarantor) or any of Borrower's related entities or Affiliates has obtained
        from anyone else or which Borrower (or any guarantor) or any of Borrower's
        related entities or Affiliates has guaranteed.
  (i)  Default
        under Related Documents.  Any default occurs under any guaranty,
        subordination agreement, security agreement, deed of trust, mortgage, or
        other
        document required by or delivered in connection with this Agreement or any
        such
        document is no longer in effect.
  (j)  Other
        Agreements.  Borrower or any of Borrower's related entities or
        Affiliates fails to meet the conditions of, or fails to perform any obligation
        under any other agreement Borrower or any of Borrower's related entities
        or
        Affiliates has with Lender or any affiliate of Lender.
  (k)  Other
        Breach Under Agreement.  Borrower fails to meet the conditions of,
        or fails to perform any obligation under, any term of this Agreement not
        specifically referred to above.
  (l)  Change
        of Control.  Stuart Rogers, Thomas Szabo, Robert Alford and Robert
        Arnold collectively cease to own and control, directly or indirectly, thirty
        percent (30%) of the capital ownership of the Telanetix, or Telanetix materially
        changes its ownership of AVS or ULF.
  
  7.2  Remedies.  Upon
        the occurrence of an Event of Default, (1) without implying any obligation
        to do so, Lender may cease making Revolving Advances, or extending any other
        financial accommodations to Borrower; (2) all or a portion of the
        Obligations shall be, at the option of and upon demand by Lender, or with
        respect to an Event of Default described in Sections 7.1(d) or (e),
        automatically and without notice or demand, due and payable in full; (3)
        Lender
        may notify Account Debtors that the underlying Receivables have been assigned
        to
        Lender and that payment thereof is to be made to the order of Lender and
        sent
        directly to Lender, and (4) Lender shall have and may exercise all the
        rights and remedies under this Agreement and under applicable law, including
        the
        rights and remedies of a secured party under the California Uniform Commercial
        Code, all the power of attorney rights described in Section 6.2 with
        respect to all Collateral, and the right to collect, dispose of, sell, lease,
        use, and realize upon all Receivables and all Collateral in any commercial
        reasonable manner.
  8.  Accrual
        of Interest.  If any amount owed by Borrower hereunder is not paid
        when due, including, without limitation, amounts due under Section 3.2,
        Overadvances, amounts due under Section 9, and any other Obligations, such
        amounts shall bear interest at a per annum rate equal to the per annum rate
        of
        the Revolving Interest Rate until the earlier of (i) payment in good funds
        or (ii) entry of a final judgment thereof, at which time the principal
        amount of any money judgment remaining unsatisfied shall accrue interest
        at the
        highest rate allowed by applicable law.  All interest hereunder
        calculated at an annual rate shall be based on a year of 360 days, which
        results
        in a higher effective rate of interest than if a year of 365 or 366 days
        were
        used.
  9.  Fees,
        Costs and Expenses; Indemnification.  Borrower will pay to Lender
        upon demand all fees, costs and expenses (including fees of attorneys and
        professionals and their costs and expenses) that Lender incurs or may from
        time
        to time impose in connection with any of the following: (a) preparing,
        negotiating, administering, and enforcing this Agreement or any other agreement
        executed in connection herewith, including any amendments, waivers or consents
        in connection with any of the foregoing, (b) any litigation or dispute
        (whether instituted by Lender, Borrower or any other person) in any way relating
        to the Receivables, the Collateral, this Agreement or any other agreement
        executed in connection herewith or therewith, (c) enforcing any rights
        against Borrower or any guarantor, or any Account Debtor, (d) protecting or
        enforcing its interest in the Collateral, (e) collecting the Receivables
        and the Obligations, or (f) the representation of Lender in connection with
        any bankruptcy case or insolvency proceeding involving Borrower, any Receivable,
        the other Collateral, any Account Debtor, or any guarantor.  Borrower
        shall indemnify and hold Lender harmless from and against any and all claims,
        actions, damages, costs, expenses, and liabilities of any nature whatsoever
        arising in connection with any of the foregoing.
  10.  Integration,
        Severability, Waiver, and Choice of Law.  This Agreement and any
        related security or other agreements required by this Agreement, collectively:
        (a) represent the sum of the understandings and agreements between Lender
        and
        Borrower concerning this credit; (b) replace any prior oral or written
        agreements between Lender and Borrower concerning this credit; and (c) are
        intended by Lender and Borrower as the final, complete and exclusive statement
        of the terms agreed to by them.  In the event of any conflict between
        this Agreement and any other agreements required by this Agreement, this
        Agreement will prevail.  If any provision of this Agreement is deemed
        invalid by reason of law, this Agreement will be construed as not containing
        such provision and the remainder of the Agreement shall remain in full force
        and
        effect.  Lender retains all of its rights, even if it makes an advance
        after a default.  If Lender waives a default, it may enforce a later
        default.  Any consent or waiver under, or amendment of, this Agreement
        must be in writing, and no such consent, waiver, or amendment shall imply
        any
        obligation by Lender to make any subsequent consent, waiver, or
        amendment.   THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
        IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.
  11.  Notices.  All
        notices shall be given to Lender and Borrower at the addresses or faxes set
        forth on the signature page of this Agreement and shall be deemed to have
        been
        delivered and received: (a) if mailed, three (3) calendar days after
        deposited in the United States mail, first class, postage pre-paid, (b) one
        (1) calendar day after deposit with an overnight mail or messenger service;
        or
        (c) on the same date of confirmed transmission if sent by hand delivery,
        telecopy, or electronic means.
  12.  Jury
        Trial.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
        RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
        IN CONNECTION WITH THE OBLIGATIONS OR IN ANY WAY CONNECTED WITH OR RELATED
        OR
        INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT
        TO
        ANY OBLIGATION, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
        NOW
        EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
        OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
        DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
        A
        JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
        OR A
        COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
        THE
        SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
        JURY.  EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS
        WAIVER, HAS DETERMINED FOR ITSELF THE NECESSITY TO REVIEW THE SAME WITH ITS
        LEGAL COUNSEL, AND KNOWINGLY AND VOLUNTARILY WAIVES ALL RIGHTS TO A JURY
        TRIAL.
  
  13.  Reference
        Provision.  The parties prefer that any dispute between them be
        resolved in litigation subject to a Jury Trial Waiver set forth above, but
        the
        California Supreme Court has held that pre-dispute Jury Trial Waivers not
        authorized by statute are unenforceable. This Reference Provision will be
        applicable unless: (i) the California Supreme Court holds that a pre-dispute
        Jury Trial Waiver provision similar to that set forth above is valid or
        enforceable; (ii) the California Legislature enacts a statute which becomes
        law,
        authorizing pre-dispute Jury Trial Waivers of the type set forth above and,
        as a
        result, such waivers become enforceable, or (iii) the Jury Trial Waiver set
        forth above is otherwise determined to be enforceable.
  13.1  Other
        than (i) nonjudicial foreclosure of security interests in real or personal
        property,  (ii) the appointment of a receiver or (iii) the exercise of
        other provisional remedies (any of which may be initiated pursuant to applicable
        law), any controversy, dispute or claim (each, a “Claim”) between the parties
        arising out of or relating to this Agreement or any other document, instrument
        or agreement between the Bank and the undersigned (collectively in this Section,
        the “Loan Documents”), will be resolved by a reference proceeding in California
        in accordance with the provisions of Section 638 et seq. of the California
        Code
        of Civil Procedure (“CCP”), or their successor sections, which shall constitute
        the exclusive remedy for the resolution of any Claim, including whether the
        Claim is subject to the reference proceeding.  Except as otherwise
        provided in the Loan Documents, venue for the reference proceeding will be
        in
        the Superior Court or Federal District Court in the County or District where
        the
        real property, if any, is located or in a County or District where venue
        is
        otherwise appropriate under applicable law (the “Court”)
  13.2  The
        referee shall be a retired Judge or Justice selected by mutual written agreement
        of the parties.  If the parties do not agree, the referee shall be
        selected by the presiding judge of the Court (or his or her
        representative).  A request for appointment of a referee may be heard
        on an ex parte or expedited basis, and the parties agree that irreparable
        harm
        would result if ex parte relief is not granted.  The referee shall be
        appointed to sit with all the powers provided by law.  Pending
        appointment of the referee, the Court has power to issue temporary or
        provisional remedies.
  13.3  The
        parties agree that time is of the essence in conducting the reference
        proceedings.  Accordingly, the referee shall be requested, subject to
        change in the time periods specified herein for good cause shown, to (a)
        set the
        matter for a status and trial-setting conference within 15 days after the
        date
        of selection of the referee, (b) if practicable, try all issues of law or
        fact
        within 90 days after the date of the conference and (c) report a statement
        of
        decision within 20 days after the matter has been submitted for
        decision.
  13.4  The
        referee will have power to expand or limit the amount and duration of
        discovery.  The referee may set or extend discovery deadlines or
        cutoffs for good cause, including a party’s failure to provide requested
        discovery for any reason whatsoever.  Unless otherwise ordered based
        upon good cause shown, no party shall be entitled to “priority” in conducting
        discovery, depositions may be taken by either party upon seven days written
        notice, and all other discovery shall be responded to within 15 days after
        service.  All disputes relating to discovery which cannot be resolved
        by the parties shall be submitted to the referee whose decision shall be
        final
        and binding.
  13.5  Except
        as
        expressly set forth in this Agreement, the referee shall determine the manner
        in
        which the reference proceeding is conducted including the time and place
        of
        hearings, the order of presentation of evidence, and all other questions
        that
        arise with respect to the course of the reference proceeding.  All
        proceedings and hearings conducted before the referee, except for trial,
        shall
        be conducted without a court reporter, except that when any party so requests,
        a
        court reporter will be used at any hearing conducted before the referee,
        and the
        referee will be provided a courtesy copy of the transcript.  The party
        making such a request shall have the obligation to arrange for and pay the
        court
        reporter.  Subject to the referee’s power to award costs to the
        prevailing party, the parties will equally share the cost of the referee
        and the
        court reporter at trial.
  13.6  The
        referee shall be required to determine all issues in accordance with existing
        case law and the statutory laws of the State of California.  The rules
        of evidence applicable to proceedings at law in the State of California will
        be
        applicable to the reference proceeding.  The referee shall be
        empowered to enter equitable as well as legal relief, provide all temporary
        or
        provisional remedies, enter equitable orders that will be binding on the
        parties
        and rule on any motion which would be authorized in a trial, including without
        limitation motions for summary judgment or summary adjudication.  The
        referee shall issue a decision and pursuant to CCP Section 644.  The
        referee’s decision shall be entered by the Court as a judgment or an order in
        the same manner as if the action had been tried by the Court.  The
        final judgment or order or from any appealable decision or order entered
        by the
        referee shall be fully appealable as provided by law.  The parties
        reserve the right to findings of fact, conclusions of laws, a written statement
        of decision, and the right to move for a new trial or a different judgment,
        which new trial, if granted, is also to be a reference proceeding under this
        provision.
  13.7  If
        the
        enabling legislation which provides for appointment of a referee is repealed
        (and no successor statute is enacted), any dispute between the parties that
        would otherwise be determined by reference procedure will be resolved and
        determined by arbitration.  The arbitration will be conducted by a
        retired judge or Justice, in accordance with the California Arbitration Act,
        CCP
        Sections 1280 through 1294.2.  The limitations with respect to
        discovery set forth above shall apply to any such arbitration
        proceeding.
  13.8  THE
        PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
        PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.  AFTER
        CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR
        OWN
        CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT
        AGREES
        THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH
        ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE LOAN
        DOCUMENTS.
  
  14.  Term
        and Termination.  This Agreement shall become effective upon the
        execution and delivery hereof by Borrower and Lender and shall continue in
        full
        force and effect until the Termination Date. Upon the Termination Date, the
        unpaid balance of the Obligations shall be due and payable without demand
        or
        notice. Notwithstanding any of the foregoing, the obligations of Borrower
        to
        indemnify Lender with respect to the expenses, damages, losses, costs and
        liabilities described in Section 9 shall survive until all applicable statute
        of
        limitations periods with respect to actions that may be brought against Lender
        have run.
  15.  Other
        Agreements.
  15.1  Security
        Agreements.  Any security agreements, liens and/or security
        interests securing payment of any obligations of Borrower owing to Lender
        or its
        affiliates also secure the Obligations, and are valid and subsisting and
        are not
        adversely affected by execution of this Agreement.  An Event of
        Default under this Agreement constitutes a default under other outstanding
        agreements between Borrower and Lender or its affiliates;
  15.2  Publicity.  Subject
        to approval of Borrower, which shall not be unreasonably withheld, Lender
        reserves the right to issue press releases, advertisements, and other
        promotional materials describing any successful outcome of services provided
        on
        Borrower's behalf.  Borrower agrees that Lender shall have the right
        to identify Borrower by name in those materials.
  16.  General
        Provisions
  16.1  Successors
        and Assigns.  This Agreement binds and is for the benefit of the
        successors and permitted assigns of each party.  Borrower may not
        assign this Agreement or any rights under it without Lender's prior written
        consent which may be granted or withheld in Lender's
        discretion.  Lender has the right, without the consent of or notice to
        Borrower, to sell, transfer, negotiate, or grant participation in all or
        any
        part of, or any interest in, Lender's obligations, rights and benefits under
        this Agreement.
  16.2  Time
        of Essence.  Time is of the essence for the performance of all
        obligations in this Agreement.
  16.3  Amendments
        in Writing, Integration.  All amendments to this Agreement must be
        in writing and signed by Borrower and Lender; provided, that, any amendment
        to
        correct typographical, grammar or similar errors shall be made pursuant to
        a
        letter from the Lender to the Borrower.  This Agreement represents the
        entire agreement about this subject matter, and supersedes prior negotiations
        or
        agreements.  All prior agreements, understandings, representations,
        warranties, and negotiations between the parties about the subject matter
        of
        this Agreement merge into this Agreement and the Loan Documents.
  16.4  Counterparts.  This
        Agreement may be executed in any number of counterparts  and by
        different parties on separate counterparts, each of which, when executed
        and
        delivered, are an original, and all taken together, constitute one
        Agreement.
  16.5  Survival.  All
        covenants, representations and warranties made in this Agreement continue
        in
        full force while any Obligations remain outstanding.  The obligations
        of Borrower in Section 9 to indemnify Lender will survive until all
        statutes of limitations for actions that may be brought against Lender have
        run.
  [The
        remainder of this page is intentionally blank.  Signatures begin on
        the next page.]
  *           *           *
  
 
  IN
        WITNESS WHEREOF, Borrower and Lender have executed this Agreement on the
        day and
        year above written.
  BORROWER:
              LENDER:TELANETIX,
                  INC., a California corporation
                
                
                By
                Name:
                Title:
              BRIDGE
                  BANK, NATIONAL ASSOCIATION
                
                
                By
                Name:
                Title:UNION
                  LABOR FORCE ONE LIMITED LIABILITY COMPANY, a New Jersey Limited
                  Liability
                  Company,
                By:  Telanetix,
                  Inc., its sole member
                
                By
                Name:
                Title:AVS
                  INSTALLATION LIMITED LIABILITY COMPANY, a New Jersey Limited Liability
                  Company,
                By:  Telanetix,
                  Inc., its sole member
                
                By
                Name:
                Title:Address
                  for Notices:
                6197
                  Cornerstone Ct. E, Suite 108
                San
                  Diego, CA 92121
                Attn:
                  Mr. Rick Ono
                Tel:
                  (858) 362-2250
                Fax:
                  (858) _________
              Address
                  for Notices:
                55
                  Almaden Boulevard
                San
                  Jose, CA 95113
                Fax:
                  (408) 423-8510