**STOCK
      PURCHASE AGREEMENT**





This
      STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
      _________________, 2006 by and among AER Ventures, Inc. a Nevada corporation
      doing business as Telanetix, Inc. (the “Company”), with its principal offices at
      6197 Cornerstone Court East, San Diego, CA 92121, and the purchaser whose name
      and address is set forth below (the “Purchaser”), with reference to the
      following:




***RECITALS:***





WHEREAS,
      the Company desires to issue and sell to the Purchaser, and the Purchaser
      desires to purchase from the Company, unregistered shares of the Company's
      common stock, par value $0.0001 per share (the "Common Stock"); and





WHEREAS,
      the Company has authorized the issuance and sale to the Purchaser of Common
      Stock, the amount and price of which are listed herein, subject to the terms
      and
      conditions of this Agreement.





NOW,
      THEREFORE **,** in
      consideration of the conditions and promises herein contained, the parties
      hereto agree as follows:




***AGREEMENT:***





**1** **.**  **SALE
      AND ISSUANCE OF COMMON STOCK; CLOSING CONDITIONS** **.**





(a)  Subject
      to the terms and conditions of this Agreement, the Purchaser agrees to purchase
      from the Company and the Company agrees to sell and issue to the Purchaser
      an
      aggregate of _________ shares of Common Stock at a price of $1.50 per
      share.




(b)  The
      purchase and sale of the Common Stock (the “Closing”) shall take place at
      _____March, 2006 at the Company’s offices at 6197 Cornerstone Court East, San
      Diego, CA 92121 , or
      at
      such other place as the Company and the Purchaser shall mutually
      agree.





(c)  Subject
      to the satisfaction of
      the
      conditions set forth below, the Company will deliver to the Purchaser a stock
      certificate in the name of the Purchaser as set forth below the Purchaser’s name
      on the signature page hereto and bearing an appropriate legend stating that
      the
      Common Stock has not been registered under the Securities Act (as defined
      herein) and cannot be sold unless registered under the Securities Act, or an
      exemption from registration is available. Such delivery shall be made by the
      Company no later than the close of business on the thirtieth calendar day to
      the
      Purchaser’s address of notification as set forth herein (the “Certificate
      Delivery”), or to such other location as the parties may mutually agree.





(d)  The
      Company's obligations to complete the purchase and sale of the Common Stock
      at
      the Closing, and the subsequent Certificate Delivery, to the Purchaser shall
      be
      subject to the following conditions, any one or more of which may be waived
      by
      the Company:








(i)  receipt
      by the Company of the full purchase price of $_______ (the “Purchase Price”) by
      certified or bank check or wire transfer of immediately available funds,
      cancellation of indebtedness or such other form of payment as shall be mutually
      agreed upon by the Purchaser and the Company. In the event that payment by
      the
      Purchaser is made, in whole or in part, by cancellation of indebtedness, then
      the Purchaser shall surrender to the Company for cancellation at the Closing
      any
      evidence of such indebtedness or shall execute an instrument of cancellation
      in
      form and substance reasonably satisfactory to the Company; and





(ii)  the
      accuracy of the representations and warranties made by the Purchaser, including
      but not limited to the Investor Questionnaire attached hereto as Exhibit
      A ,
      and the
      fulfillment of those obligations of the Purchaser to be fulfilled at or prior
      to
      the Closing.




(e)  The
      Purchaser’s obligation to accept the Certificate Delivery and to submit the
      Purchase Price in respect thereof shall be subject to the accuracy in all
      material respects of the representations and warranties made by the Company
      herein and the fulfillment in all material respects of those obligations of
      the
      Company to be fulfilled at or prior to the Closing.




**2****.**
            **REPRESENTATIONS
                AND WARRANTIES OF
                COMPANY**





The
      Company represents and warrants to the Purchaser as follows:




**(a)**  **Organization;
      Good Standing; Qualification** **.** The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of California, has all requisite corporate power
      and
      authority to own and operate its properties and assets and to carry on its
      business as now conducted and as presently proposed to be conducted, to execute
      and deliver this Agreement and to issue and sell the Common Stock.




**(b)**  **Authorization** **.** All
      corporate action on the part of the Company necessary for the authorization,
      execution and delivery by the Company of this Agreement, the performance of
      all
      obligations of the Company hereunder including but not limited to the
      authorization, issuance (or reservation for issuance), sale and delivery of
      the
      Common Stock has been taken, and this Agreement constitutes valid and legally
      binding obligations of the Company, enforceable in accordance with their
      respective terms except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies, and (iii) to the extent that the indemnification provisions contained
      in Section 4 herein may be limited by applicable laws.





**(c)**  **Valid
      Issuance of Common Stock** **.** The
      Common Stock that is being purchased hereunder, when issued, sold and delivered
      in accordance with the terms of this Agreement for the consideration expressed
      herein, will be duly and validly issued, fully paid and nonassessable, and
      will
      be free of restrictions on transfer other than restrictions on transfer under
      applicable state and federal securities laws.





**3.**
            **REPRESENTATIONS
                AND WARRANTIES OF PURCHASER****.**





The
      Purchaser represents and warrants to the Company as follows:





**(a)**  **No
      Representations or Warranties** **.** The
      Purchaser confirms that neither the Company nor any of its authorized agents
      has
      made any representation or warranty to the Purchaser about the Company or the
      Common Stock other than those set forth in this Agreement, and that such
      Purchaser has not relied upon any other representation or warranty, express
      or
      implied, in purchasing the Common Stock.




**(b)**  **Financial
      Situation** **.** The
      Purchaser has adequate means of providing for such Purchaser’s current needs and
      possible personal contingencies, and has no need for liquidity of such
      Purchaser’s investment in the Company, such Purchaser can bear the economic risk
      of losing such Purchaser’s entire investment herein, such Purchaser has such
      knowledge and experience in financial and business matters that such Purchaser
      is capable of evaluating the relative risks and merits of this investment,
      and
      such Purchaser’s overall commitment to investments which are not readily
      marketable is not disproportionate to such Purchaser’s net worth and the
      investment made hereby will not cause such overall commitment to become
      excessive.





**(c)**  **Common
      Stock Not Registered** **.** The
      Purchaser understands that the Common Stock has not been registered under the
      Securities Act or qualified under any state securities laws in reliance on
      exemptions from registration provided thereunder, and further understands that
      such Purchaser is acquiring the Common Stock without being furnished any
      literature or prospectus.





**(d)**  **Purchase
      for Own Account** **.** The
      Purchaser is purchasing the Common Stock for such Purchaser’s own account, for
      long-term investment, and not with a view to, or for sale in connection with,
      the distribution thereof. The Purchaser has no present intention of selling,
      granting any participation in, or otherwise distributing the Common Stock within
      the meaning of Section 2(11) of the Securities Act. The Common Stock will not
      be
      resold without registration under the Securities Act and qualification under
      the
      securities laws of all applicable states, unless such sale would be exempt
      therefrom.





**(e)**  **Opportunity
      to Ask Questions and to Review Documents, Books and
      Records** **.** During
      the course of the transaction contemplated by this Agreement, and before
      purchasing the Common Stock, the Purchaser has had the opportunity (i) to be
      provided with financial and other written information about the Company,
      including but not limited to all documents the Company has publicly filed with
      the Securities and Exchange Commission (the “Commission”), (ii) to ask questions
      and receive answers concerning the terms and conditions of this Agreement,
      an
      investment in the Company, and the business of the Company and its finances,
      (iii) to review all documents, books and records of the Company and (iv) to
      review all documents, registration statements and prospectuses publicly filed
      by
      the Company. The Purchaser has, to the extent such Purchaser has availed himself
      of this opportunity, received satisfactory information and answers.





**(f)**  **Pre-Existing
      Relationship and/or Sophistication** **.** The
      Purchaser represents that such Purchaser either has a pre-existing business
      relationship with the Company or any of its officers, directors or controlling
      persons, or that by reason of such Purchaser’s business or financial experience
      or the business or financial experience of such Purchaser’s professional
      advisors who are unaffiliated with and who are not compensated by the Company
      or
      any affiliate or selling agent of the Company, directly or indirectly, such
      Purchaser has the capacity to protect such Purchaser’s own interests in
      connection with the transactions contemplated by this Agreement.





**(g)**  **Risks
      Associated with Investment** **.** The
      Purchaser acknowledges and is aware that:





(i)
      The
      Company has limited financial or operating history and that the Common Stock
      is
      a speculative investment which involves a high degree of risk of loss by the
      Purchaser of such Purchaser’s entire investment in the Company;





(ii)
      There are substantial restrictions on the transferability of the Common Stock,
      the Common Stock will not be, and Purchaser in the Company have no right to
      require that the Common Stock be, registered under the Securities Act; there
      is
      currently no public market for the Common Stock; and such Purchaser may have
      to
      hold the Common Stock indefinitely and it will not be possible for him to
      liquidate such Purchaser’s investment in the Company;





(iii)
      No
      federal or state agency has made any finding or determination as to the fairness
      of the offering of the Common Stock for investment or any recommendation or
      endorsement of the offering; and





(iv)
      It
      never has been represented, guaranteed or warranted to such Purchaser by the
      Company, its agents, or employees or any other person, expressly or by
      implication, any of the following: (1) the approximate or exact length of time
      that such Purchaser will be required to remain as owner of the Common Stock;
      (2) **the
      profit or return, if any, to be realized as a result of the Company's
      venture** ;
      and (3)
      that the past performance or experience on the part of the Company or any
      affiliate, its agents, or employees or of any other person, will in any way
      indicate the predictable results of the ownership of the Common Stock or the
      overall Company venture.





**(h)**  **Investment
      Risks** **.** The
      Purchaser has been informed and understands and agrees as follows: (i) an
      investment in the Company is a speculative investment with a high degree of
      risk
      of loss and such Purchaser must, therefore, be able to presently afford a
      complete loss of this investment; (ii) such Purchaser must be able to hold
      the
      Common Stock indefinitely due to substantial restrictions on the transferability
      of the Common Stock and the fact that there is no public market for resale
      of
      the Common Stock; and (iii) it may not be possible to liquidate the Common
      Stock
      in the case of emergency and/or other need and such Purchaser must, therefore,
      have adequate means of providing for such Purchaser's current and future needs
      and personal contingencies and have no need for liquidity in this investment.
      Such Purchaser has evaluated such Purchaser's financial resources and investment
      position in view of the foregoing, and is able to bear the economic risk of
      this
      investment.





**(i)**  **No
      Advertising** **.** To
      the
      best of the Purchaser's knowledge and belief the offer and sale of the Common
      Stock was not accomplished by the publication of any advertisement, article,
      notice or other communication published in any newspaper, magazine, or similar
      media or broadcast over television, radio or the Internet; nor was the offer
      and
      sale of the Common Stock accomplished through any seminar or meeting to which
      such Purchaser was invited by any such publication or
      advertisement.





**(j)**  **Authorization** **.** The
      Purchaser represents that such Purchaser is at least twenty-one (21) years
      of
      age, has
      full
      right, power, authority and capacity to enter into this Agreement and to
      consummate the transactions contemplated hereby and has taken all necessary
      action to authorize the execution, delivery and performance of this Agreement.
      The Purchaser further agrees that upon the execution and delivery of this
      Agreement, this Agreement shall constitute a valid and binding obligation of
      the
      Purchaser enforceable in accordance with its terms, except as enforceability
      may
      be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or
      similar laws affecting creditors' and contracting parties' rights generally
      and
      except as enforceability may be subject to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law) and except as the indemnification agreements of the Purchaser
      in Section 4 hereof may be legally unenforceable.




**(k)**  **No
      Material Changes** **.** The
      Purchaser has no reason to anticipate any change in such Purchaser's personal
      circumstances, financial or otherwise, which may cause or require any sale
      or
      distribution by such Purchaser of all or any part of the Common Stock purchased
      pursuant hereto.





**(l)**  **Legend** **.** The
      Purchaser understands and agrees that the certificate representing the Common
      Stock shall bear a legend similar to the following:





**THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
      UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) UNDER
      SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION
      OR
      QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE
      COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      HAVE
      ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES
      LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE “BLUE SKY LAWS”), IN
      RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS
      THE
      CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. NEITHER THE COMMISSION NOR
      ANY
      SECURITIES REGULATORY AGENCY OF ANY STATE OR TERRITORY OF THE UNITED STATES
      HAS
      REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING CONTEMPLATED
      BY
      THIS CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
      THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT
      PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR
      DISTRIBUTION.**





**(m)**  **Restriction
      on Sales, Short Sales and Hedging Transactions** **.** Purchaser represents and agrees that during the period of five business days
      immediately prior to the execution of this Agreement by Purchaser, Purchaser
      did
      not directly or indirectly, execute or effect or cause to be executed or
      effected any short sale, option or equity swap transactions in or with respect
      to the Common Stock or any other derivative security transaction the purpose
      or
      effect of which is to hedge or transfer to a third party all or any part of
      the
      risk of loss associated with the ownership of the Common Stock by the
      Purchaser.





**(n)**  **Investor
      Questionnaire** **.** Purchaser represents and agrees that all information, representations and
      warranties in the Investor Questionnaire attached hereto as Exhibit
      A are
      true, accurate and complete, and the Company may rely on such information,
      representations and warranties in making the decision to complete the offer
      and
      sale contemplated herein.





**The
      Purchaser understands that the foregoing representations and warranties are
      to
      be relied upon by the Company as a basis for exemption of the sale of the Common
      Stock under the Securities Act and under the securities laws of all applicable
      states and for other purposes. The Purchaser warrants that the information
      provided to the Company by such Purchaser is true and correct as of the date
      hereof, and the Purchaser agrees to advise the Company, prior to the execution
      of this Agreement, of any material change in any such
      information.**





**4.**  **INDEMNIFICATION** **.**





The
      Purchaser acknowledges that such Purchaser understands the meaning and legal
      consequences of the representations, warranties and agreements contained in
      this
      Agreement, that the Company is relying on the accuracy of the representations,
      warranties and agreements by him as contained herein, and that such Purchaser
      would not be permitted to purchase the Common Stock if any representation or
      warranty were known to be materially false. Accordingly, the Purchaser hereby
      agrees to indemnify and hold harmless the Company from and against any and
      all
      loss, damage, liability, cost or expense, including attorneys’ fees, due to or
      arising from a breach of any representation, warranty or agreement contained
      in
      this Agreement.




**5.**  **REGISTRATION
      RIGHTS** .




**(a)**  **Definitions** .
      For
      purposes of this Section 5:




(i)  Registration .
      The
      terms "register," "registered," and "registration" refer to a registration
      effected by preparing and filing a registration statement in compliance with
      the
      Securities Act of 1933, as amended (the "Securities Act"), and the declaration
      or ordering of effectiveness of such registration statement.




(ii)  Registrable
      Securities .
      The
      term "Registrable Securities" means: (i) the Common Stock purchased under
      this Agreement and (ii) any shares of Common Stock issued as (or issuable upon
      the conversion or exercise of any warrant, right or other security which is
      issued as) a dividend or other distribution with respect to, in exchange for
      or
      in replacement of the Shares. The term "Registrable Securities" shall exclude
      in
      all cases, however, any shares sold by a person in a transaction in which rights
      under this Section 5 are not assigned in accordance with this Agreement or
      any shares sold to the public or sold pursuant to Rule 144 promulgated under
      the
      Securities Act.




(iii)  Registrable
      Securities Then Outstanding .
      The
      term "Registrable Securities Then Outstanding" shall mean those shares of Common
      Stock which are Registrable Securities and (1) are then issued and outstanding
      or (2) are then issuable pursuant to the exercise or conversion of
      then-outstanding and then-exercisable options, warrants or convertible
      securities.




(iv)  Holder .
      The
      term "Holder" or "Holders" means any person or persons owning Registrable
      Securities.




(v)  SEC .
      The
      term "SEC" means the United States Securities and Exchange
      Commission.




**(b)**  **Piggyback Registrations** .
      The
      Company shall notify all Holders of Registrable Securities in writing at least
      thirty (30) days prior to filing any registration statement under the Securities
      Act for purposes of effecting a public offering of securities of the Company
      (including, but not limited to, registration statements relating to secondary
      offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate
      reorganization) and will afford each such Holder an opportunity to include
      in
      such registration statement all or any part of the Registrable Securities then
      held by such Holder. Each Holder desiring to include in any such registration
      statement all or any part of the Registrable Securities held by such Holder
      shall, within twenty (20) days after receipt of the above-described notice
      from
      the Company, so notify the Company in writing, and in such notice shall inform
      the Company of the number of Registrable Securities such Holder wishes to
      include in such registration statement. If a Holder decides not to include
      all
      of its Registrable Securities in any registration statement thereafter filed
      by
      the Company, such Holder shall nevertheless continue to have the right to
      include any Registrable Securities in any subsequent registration statement
      or
      registration statements as may be filed by the Company with respect to offerings
      of its securities, all upon the terms and conditions set forth
      herein.




(i)  Underwriting .
      If a
      registration statement under which the Company gives notice under this Section
      5(b) is for an underwritten offering, then the Company shall so advise the
      Holders of Registrable Securities. In such event, the right of any such Holder
      to include Registrable Securities in a registration pursuant to this Section
      5(b) shall be conditioned upon such Holder's participation in such underwriting
      and the inclusion of such Holder's Registrable Securities in the underwriting
      to
      the extent provided herein. All Holders proposing to distribute their
      Registrable Securities through such underwriting shall enter into an
      underwriting agreement in customary form with the managing underwriter or
      underwriter(s) selected for such underwriting by the Company. Notwithstanding
      any other provision of this Agreement, if the managing underwriter(s)
      determine(s) in good faith that marketing factors require a limitation of the
      number of shares to be underwritten, then the managing underwriter(s) may
      exclude shares (including Registrable Securities) from the registration and
      the
      underwriting, and the number of shares that may be included in the registration
      and the underwriting shall be allocated, first ,
      to the
      Company, and second ,
      to each
      of the Holders requesting inclusion of their Registrable Securities in such
      registration statement on a pro rata basis based on the total number of
      Registrable Securities then held by each such Holder; provided , however ,
      that
      the Company shall not reduce the number of Registrable Securities to be included
      in such registration and underwriting to less than thirty-three percent (33%)
      of
      the total number of shares to be underwritten; provided  further ,
      that no
      shares shall be included in such registration other than shares for the account
      of the Company or the Holders. In the event of a limitation by the Company
      of
      the number of Registrable Securities to be included in such registration and
      underwriting, the Company shall so advise all Holders requesting registration,
      and the number of shares or securities that are entitled to be included in
      the
      registration and underwriting shall be allocated among all Holders in
      proportion, as nearly as practicable, to the respective amounts of Registrable
      Securities held by each Holder at the time of filing of the registration
      statement. If any Holder disapproves of the terms of any such underwriting,
      such
      Holder may elect to withdraw therefrom by written notice to the Company and
      the
      underwriter, delivered at least ten (10) business days prior to the effective
      date of the registration statement. Any Registrable Securities excluded or
      withdrawn from such underwriting shall be excluded and withdrawn from the
      registration. For any Holder which is a partnership, limited liability company
      or corporation, the partners, retired partners, members and shareholders of
      such
      Holder, or the estates and family members of any such partners, retired partners
      and members and any trusts for the benefit of any of the foregoing persons
      shall
      be deemed to be a single Holder, and any pro rata reduction with respect to
      such
      Holder shall be based upon the aggregate number of Registrable Securities owned
      by all entities and individuals included in such Holder.




(i)  Expenses .
      All
      Registration Expenses incurred in connection with a registration pursuant to
      this Section 5(b) shall be borne by the Company. Each Holder participating
      in a registration pursuant to this Section 5(b) shall bear such Holder's
      proportionate share (based on the total number of shares sold in such
      registration other than for the account of the Company) of all Selling Expenses
      incurred in connection with a registration pursuant to this Section
      5(b).




**(c)**  **Obligations
      of the Company** .
      Whenever required to affect the registration of any Registrable Securities
      under
      this Agreement, the Company shall, as expeditiously as reasonably
      possible:




(i)  prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its best efforts to cause such registration statement to
      become effective, and, upon the request of the Holders of a majority of the
      Registrable Securities registered thereunder, keep such registration statement
      effective for up to one hundred twenty (120) days.


(ii)  prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement;





(iii)  furnish
      to the Holders such number of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the
      disposition of the Registrable Securities owned by them that are included in
      such registration;





(iv)  use
      its
      best efforts to register and qualify the securities covered by such registration
      statement under such other securities or Blue Sky laws of such jurisdictions
      as
      shall be reasonably requested by the Holders, provided that the Company shall
      not be required in connection therewith or as a condition thereto to qualify
      to
      do business or to file a general consent to service of process in any such
      states or jurisdictions;





(v)  in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter(s) of such offering (it being understood and agreed
      that, as a condition to the Company's obligations under this clause (v),
      each Holder participating in such underwriting shall also enter into and perform
      its obligations under such an agreement);





(vi)  notify
      each Holder of Registrable Securities covered by such registration statement
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Securities Act of the happening of any event as a result of which the
      prospectus included in such registration statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances then existing;





(vii)  furnish,
      at the request of any Holder requesting registration of Registrable Securities,
      on the date that such Registrable Securities are delivered to the underwriters
      for sale, if such securities are being sold through underwriters, or, if such
      securities are not being sold through underwriters, on the date that the
      registration statement with respect to such securities becomes effective, (1)
      an
      opinion, dated as of such date, of the counsel representing the Company for
      the
      purposes of such registration, in form and substance as is customarily given
      to
      underwriters in an underwritten public offering and reasonably satisfactory
      to a
      majority in interest of the Holders requesting registration, addressed to the
      underwriters, if any, and to the Holders requesting registration of Registrable
      Securities and (2) a "comfort" letter dated as of such date, from the
      independent certified public accountants of the Company, in form and substance
      as is customarily given by independent certified public accountants to
      underwriters in an underwritten public offering and reasonably satisfactory
      to a
      majority in interest of the Holders requesting registration, addressed to the
      underwriters, if any, and to the Holders requesting registration of Registrable
      Securities;





(viii)  cause
      all
      such Registrable Securities registered hereunder to be listed on each securities
      exchange on which similar securities issued by the Company are then listed;
      and





(ix)  provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and a CUSIP number for all such Registrable Securities, in each case
      not later than the effective date of such registration.





**(d)**  **Furnish
      Information** .
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to Section 5(b) hereof that the selling Holders shall
      furnish to the Company such information regarding themselves, the Registrable
      Securities held by them and the intended method of disposition of such
      securities as shall be required to timely effect the registration of their
      Registrable Securities.




**(e)**  **Delay
      of Registration** .
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this
      Section 5.




**(f)**  **Indemnification** **.** In the
      event any Registrable Securities are included in a registration statement under
      Section 5(b) hereof:




(i)  By
      the
      Company .
      To the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, the partners, members, officers, directors and attorneys of each Holder,
      any underwriter (as defined in the Securities Act) for such Holder and each
      person, if any, who controls such Holder or underwriter within the meaning
      of
      the Securities Act or the Exchange Act, against any losses, claims, damages,
      or
      liabilities (joint or several) to which they may become subject under the
      Securities Act, the Exchange Act or other federal or state law, insofar as
      such
      losses, claims, damages, or liabilities (or actions in respect thereof) arise
      out of or are based upon any of the following statements, omissions or
      violations (each a "Violation"):(1) any untrue statement or alleged untrue
      statement of a material fact contained in such registration statement, including
      any preliminary prospectus or final prospectus contained therein or any
      amendments or supplements thereto;(2) the omission or alleged omission to state
      therein a material fact required to be stated therein, or necessary to make
      the
      statements therein not misleading; or (3) any violation or alleged violation
      by
      the Company of the Securities Act, the Exchange Act, any federal or state
      securities law or any rule or regulation promulgated under the Securities Act,
      the Exchange Act or any federal or state securities law in connection with
      the
      offering covered by such registration statement; and the Company will reimburse
      each such Holder, partner, member, officer or director, underwriter or
      controlling person for any legal or other expenses reasonably incurred by them,
      as incurred, in connection with investigating or defending any such loss, claim,
      damage, liability or action; provided , however ,
      that
      the indemnity agreement contained in this subsection 5(f)(i) shall not
      apply to amounts paid in settlement of any such loss, claim, damage, liability
      or action if such settlement is effected without the consent of the Company
      (which consent shall not be unreasonably withheld), nor shall the Company be
      liable in any such case for any such loss, claim, damage, liability or action
      to
      the extent that it arises out of or is based upon a Violation which occurs
      in
      reliance upon and in conformity with written information furnished expressly
      for
      use in connection with such registration by such Holder, partner, member,
      officer, director, underwriter or controlling person of such
      Holder.




(ii)  By
      Selling Holders .
      To the
      extent permitted by law, each selling Holder will indemnify and hold harmless
      the Company, each of its directors, each of its officers who have signed the
      registration statement, each of its attorneys, each person, if any, who controls
      the Company within the meaning of the Securities Act, any underwriter and any
      other Holder selling securities under such registration statement or any of
      such
      other Holder's partners, members, directors or officers or any person who
      controls such Holder within the meaning of the Securities Act or the Exchange
      Act, against any losses, claims, damages or liabilities (joint or several)
      to
      which the Company or any such director, officer, attorney, controlling person,
      underwriter or other such Holder, partner, member or director, officer or
      controlling person of such other Holder may become subject under the Securities
      Act, the Exchange Act or other federal or state law, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereto) arise out of
      or
      are based upon any Violation, in each case to the extent (and only to the
      extent) that such Violation occurs in reliance upon and in conformity with
      written information furnished by such Holder expressly for use in connection
      with such registration; and each such Holder will reimburse any legal or other
      expenses reasonably incurred by the Company or any such director, officer,
      attorney, controlling person, underwriter or other Holder, partner, member,
      officer, director or controlling person of such other Holder in connection
      with
      investigating or defending any such loss, claim, damage, liability or action; provided , however ,
      that
      the indemnity agreement contained in this Section shall not apply to amounts
      paid in settlement of any such loss, claim, damage, liability or action if
      such
      settlement is effected without the consent of the Holder, which consent shall
      not be unreasonably withheld; and provided  further ,
      that
      the total amounts payable in indemnity by a Holder under this Section in respect
      of any Violation shall not exceed the net proceeds received by such Holder
      in
      the registered offering out of which such Violation arises.




(iii)  Notice .
      Promptly after receipt by an indemnified party under this Section of notice
      of
      the commencement of any action (including any governmental action), such
      indemnified party will, if a claim in respect thereof is to be made against
      any
      indemnifying party under this Section, deliver to the indemnifying party a
      written notice of the commencement thereof and the indemnifying party shall
      have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      the defense thereof with counsel mutually satisfactory to the parties; provided , however ,
      that an
      indemnified party shall have the right to retain its own counsel, with the
      fees
      and expenses to be paid by the indemnifying party, if representation of such
      indemnified party by the counsel retained by the indemnifying party would be
      inappropriate due to actual or potential conflict of interests between such
      indemnified party and any other party represented by such counsel in such
      proceeding. The failure to deliver written notice to the indemnifying party
      within a reasonable time of the commencement of any such action, if prejudicial
      to its ability to defend such action, shall relieve such indemnifying party
      of
      any liability to the indemnified party to the extent of such prejudice under
      this Section, but the omission so to deliver written notice to the indemnifying
      party will not relieve it of any liability that it may have to any indemnified
      party otherwise than under this Section.




(iv)  Defect
      Eliminated in Final Prospectus .
      The
      foregoing indemnity agreements of the Company and Holders are subject to the
      condition that, insofar as they relate to any Violation made in a preliminary
      prospectus but eliminated or remedied in the amended prospectus on file with
      the
      SEC at the time the registration statement in question becomes effective or
      the
      amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "Final
      Prospectus"), such indemnity agreement shall not inure to the benefit of any
      person if a copy of the Final Prospectus (i) was furnished to the indemnified
      party, (ii) would have cured the Violation, and (iii) was not furnished to
      the
      person asserting the loss, liability, claim or damage at or prior to the time
      such action is required by the Securities Act.




(v)  Contribution .
      In
      order to provide for just and equitable contribution to joint liability under
      the Securities Act in any case in which either (1) any Holder exercising
      rights under this Agreement, or any controlling person of any such Holder,
      makes
      a claim for indemnification pursuant to this Section but it is judicially
      determined (by the entry of a final judgment or decree by a court of competent
      jurisdiction and the expiration of time to appeal or the denial of the last
      right of appeal) that such indemnification may not be enforced in such case
      notwithstanding the fact that this Section provides for indemnification in
      such
      case, or (2) contribution under the Securities Act may be required on the
      part of any such selling Holder or any such controlling person in circumstances
      for which indemnification is provided under this Section; then, and in each
      such
      case, the Company and such Holder will contribute to the aggregate losses,
      claims, damages or liabilities to which they may be subject (after contribution
      from others) in such proportion so that such Holder is responsible for the
      portion represented by the percentage that the public offering price of its
      Registrable Securities offered by and sold under the registration statement
      bears to the net proceeds of all securities offered by and sold under such
      registration statement, and the Company and other selling Holders are
      responsible for the remaining portion; provided , however ,
      that,
      in any such case, (A) no such Holder will be required to contribute any
      amount in excess of the public offering price of all such Registrable Securities
      offered and sold by such Holder pursuant to such registration statement and
      (B) no person or entity guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) will be entitled to
      contribution from any person or entity who was not guilty of such fraudulent
      misrepresentation.




(vi)  Survival .
      The
      obligations of the Company and Holders under this Section shall survive the
      completion of any offering of Registrable Securities in a registration
      statement, and otherwise.




**(g)**  **Rule 144
      Reporting** .
      With a
      view to making available the benefits of certain rules and regulations of the
      SEC, which may at any time permit the sale of the Registrable Securities to
      the
      public without registration or pursuant to a registration on Form S-3, the
      Company agrees to:




(i)  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act, at all times after the effective date of
      the
      first registration under the Securities Act filed by the Company for an offering
      of its securities to the general public;





(ii)  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act (at any time after it
      has
      become subject to such reporting requirements); and





(iii)  as
      long
      as a Holder owns any Registrable Securities, to furnish to the Holder forthwith
      upon request a written statement by the Company as to its compliance with the
      reporting requirements of said Rule 144 (at any time after ninety (90) days
      after the effective date of the first registration statement filed by the
      Company for an offering of its securities to the general public), and of the
      Securities Act and the Exchange Act (at any time after it has become subject
      to
      the reporting requirements of the Exchange Act), or that it qualifies as a
      registrant whose securities may be resold pursuant to Form S-3 (at any time
      after it so qualifies), a copy of the most recent annual or quarterly report
      of
      the Company and such other reports and documents of the Company as a Holder
      may
      reasonably request in availing itself of any rule or regulation of the SEC
      allowing a Holder to sell any such securities without registration (at any
      time
      after the Company has become subject to the reporting requirements of the
      Exchange Act).





**(h)**  **Termination
      of the Company's Obligations Under this Section** .
      The
      Company shall have no obligations with respect to any Registrable Securities
      proposed to be sold by a Holder in a registration pursuant to Section 5(b)
      if,
      in the opinion of counsel to the Company, all such Registrable Securities
      proposed to be sold by such Holder may be sold continuously throughout any
      three-month period without registration under the Securities Act pursuant to
      Rule 144 under the Securities Act.




**6.**  **ANTI-DILUTION
      PROTECTION** **.**





For
      a
      period of six months following the execution of this Agreement, in the event
      that the Company issues or grants any shares of any class of the Company's
      Common Stock or any warrants or other convertible security pursuant to which
      shares of any class of the Company's Common Stock may be acquired at a price
      less than $1.50 per share, then the Company shall promptly issue additional
      shares of Common Stock to the Purchaser in an amount sufficient that the
      subscription price paid hereunder, when divided by the total number of shares
      issues will result in an actual price paid by the Purchaser per share of Common
      Stock equal to such lower price (this is intended to be a “full ratchet”
adjustment). Such adjustment shall be made successively whenever such an
      issuance is made.





**7.**  **MISCELLANEOUS** **.**





**(a)**
            **Interpretation****.**





( i ) Survival .
      All
      representations and warranties made by any party in connection with any
      transaction contemplated by this Agreement shall survive the execution and
      delivery of this Agreement, the performance or consummation of any transaction
      described in this Agreement, and the termination of this Agreement.





( ii ) Entire
      Agreement/No Collateral Representations .
      Each
      party expressly acknowledges and agrees that this Agreement, together with
      and
      subject to the exhibits attached to it: (1) is the final, complete and exclusive
      statement of the agreement of the parties with respect to the subject matter
      of
      it; (2) supersedes any prior or contemporaneous agreements, understandings,
      or
      course of dealing; and (3) may not be varied, supplemented or contradicted
      by
      evidence of prior agreements, or by evidence of subsequent oral
      agreements.





( iii ) Amendment;
      Waiver; Forbearance .
      Except
      as expressly otherwise provided herein, neither this Agreement nor any of the
      terms, provisions, obligations or rights contained herein may be amended,
      modified, supplemented, augmented, rescinded, discharged or terminated (other
      than by performance), except by a written instrument or instruments signed
      by
      all of the parties to this Agreement. No waiver of any breach of any term,
      provision or agreement herein contained, or of the performance of same, shall
      be
      effective and binding unless such waiver shall be in a written instrument or
      instruments signed by each party claimed to have given or consented to such
      waiver and each party affected by such waiver.





( iv ) Remedies
      Cumulative .
      The
      remedies of each party under this Agreement are cumulative and shall not exclude
      any other remedies to which such party may be lawfully entitled.





( v ) Severability .
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstance shall, to any extent, be determined to be invalid, illegal or
      unenforceable under present or future laws effective during the term of this
      Agreement, then and, in that event: (1) the performance of the offending term
      or
      provision (but only to the extent its application is invalid, illegal or
      unenforceable) shall be excused as if it had never been incorporated into this
      Agreement, and, in lieu of such excused provision, there shall be added a
      provision as similar in terms and amount to such excused provision as may be
      possible and be legal, valid and enforceable, and (2) the remaining part of
      this
      Agreement (including the application of the offending term or provision to
      persons or circumstances other than those as to which it is held invalid,
      illegal or unenforceable) shall not be affected thereby and shall continue
      in
      full force and effect to the fullest extent provided by law.




( vi ) Headings;
      References; Incorporation; "Person"; Gender .
      The
      headings used in this Agreement are for convenience and reference purposes
      only,
      and shall not be used in construing or interpreting the scope or intent of
      this
      Agreement or any provision hereof. References to this Agreement shall include
      all amendments or renewals thereof.





(vii) Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.





(viii)  No
      Broker Fees . The
      Purchaser acknowledges that the Company has not used a broker or other placement
      agent in respect of the sale of the Common Stock to the Purchaser, and shall
      not
      be obligated to pay any fees in respect thereof.





**(b)**
            **Enforcement****.**





( i )  Applicable
      Law .
      This
      Agreement and the rights and remedies of each party arising out of or relating
      to this Agreement (including, without limitation, equitable remedies) shall
      be
      solely governed by, interpreted under, and construed and enforced in accordance
      with the laws (without regard to the conflicts of law principles thereof) of
      the
      State of California, as if this Agreement were made, and as if its obligations
      are to be performed, wholly within the State of California.





( ii )  Consent
      to Jurisdiction .
      Any and
      all proceedings resulting from or arising out of a controversy or claim relating
      to this Agreement or the breach thereof, shall be held exclusively in the County
      of Los Angeles in the State of California, and the parties hereto expressly
      consent to hold themselves subject to such jurisdiction for the purposes of
      any
      and all such proceedings.




**(c)**  **Assignment
      and Delegation; Successors and Assigns** **.**





( i )  Prohibition
      Against Assignment or Delegation .
      Except
      as specifically provided in this Agreement, neither the Company nor the
      Purchaser may sell, license, transfer or assign (by operation of law or
      otherwise) any of such party's rights or interests in this Agreement or delegate
      such party's duties or obligations under this Agreement, in whole or in part,
      without the prior written consent of the other party, which consent may be
      withheld in such other party's sole discretion.




( ii )  Successors
      and Assigns .
      Subject
      to the foregoing, all of the representations, warranties, covenants, conditions
      and provisions of this Agreement shall be binding upon and shall inure to the
      benefit of each party and such party's respective successors and permitted
      assigns.




**(d)**  **Notices** **.** Unless
      otherwise specifically provided in this Agreement, all notices, demands,
      requests, consents, approvals or other communications (collectively and
      severally called " Notices ")
      required or permitted to be given hereunder, or which are given with respect
      to
      this Agreement, shall be in writing, and shall be given by: (i) personal
      delivery (which form of Notice shall be deemed to have been given upon
      delivery), (ii) by telegraph or by private airborne/overnight delivery service
      postage prepaid (which form of Notice shall be deemed to have been given upon
      confirmed delivery by the delivery agency), (iii) by electronic or facsimile
      or
      telephonic transmission, provided the receiving party has a compatible device
      or
      confirms receipt thereof (which form of Notice shall be deemed delivered upon
      confirmed transmission or confirmation of receipt), or (iv) by mailing in the
      United States mail by registered or certified mail, return receipt requested,
      postage prepaid (which form of Notice shall be deemed to have been given upon
      the 5th business day following the date mailed). Such Notices shall be addressed
      as follows:





|(i) | If
              to the Company:
|--- | --------------------------------




Thomas
      A.
      Szabo, Chief Executive Officer


Telanetix,
      Inc.


6197
      Cornerstone Court East


San
      Diego, CA 92121





With
      a
      copy to:





Duane
      Morris LLP


101
      West
      Broadway, Suite 900


San
      Diego, CA 92101-8285


Attention:
      James A. Mercer III





|(ii) | If
              to the Purchaser, at its address as set forth below, or at such other
              address or addresses as may have been furnished to the Company in
              writing:
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




________________________________________


________________________________________


________________________________________


________________________________________





With
      a
      copy to:





________________________________________


________________________________________


________________________________________


________________________________________








**IN
      WITNESS WHEREOF,** the
      undersigned have caused this Agreement to be duly executed as of the date first
      written above.








**COMPANY:**





AER
      Ventures, Inc. (dba Telanetix, Inc.)





By:
      ______________________________


Name:


Title:








****  **PURCHASER:**










By:
      _________________________________


Name:


Title:


**TELANETIX** **,
      INC.**


**INVESTOR
      QUESTIONNAIRE**




Telanetix,
      Inc.


6197
      Cornerstone Court East


San
      Diego, CA 92121





The
      information contained in this Questionnaire is being furnished in order to
      determine (1) whether the undersigned proposed securityholder is an
      accredited investor as such term is defined in Regulation D promulgated under
      the Securities Act of 1933, as amended (the “Act”) or (2) if such
      securityholder is not an accredited investor, whether either alone or with
      his
      or her purchase representative(s), the undersigned has such knowledge and
      experience in financial and business matters that he or she is capable of
      evaluating the merits and risks of the prospective investment in Common Stock
      (the “Common Stock”) of Telanetix, Inc., a California corporation (the
“Company”), and the financial means to bear the economic risks
      involved.




ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned understands, however, that the Company may present this
      Questionnaire to such parties as it deems appropriate if called upon to
      establish that the proposed offer and sale of the Common Stock of the Company
      which will be issued to the undersigned pursuant to the Subscription Agreement
      by and between the Company and the each investor named therein is exempt from
      registration under the Act and meets the requirement of applicable state
      securities laws. Further, the undersigned understands that the offering may
      be
      required to be reported to the Securities and Exchange Commission and to various
      state securities regulators.




Please
      answer all questions fully.




IF
                THE COMMON STOCK IS TO BE ISSUED IN THE NAME OF BOTH YOU AND YOUR
                SPOUSE,
                YOU MUST BOTH COMPLETE THIS
                QUESTIONNAIRE.








In
      order
      to induce the Company to accept the Subscription Agreement and as further
      consideration for such acceptance, the undersigned hereby makes the following
      acknowledgments, representations and warranties with the full knowledge that
      the
      Company will expressly rely on the following acknowledgments, representations
      and warranties in making a decision to accept or reject this Subscription
      Agreement:





1.
            I
                hereby adopt, confirm and agree to all of the covenants, representations
                and warranties set out in this Subscription
                Agreement.





2 .  My
      primary state of residence is:    .





3 .  My
      date
      of birth is:    .





4 .  I
      hereby
      represent and warrant (check as appropriate):





( a )
      That I
      have a net worth, exclusive of home, home furnishings and personal automobiles
      of: (check one) __ $100,000 - $499,999; ___$500,000 - $1,000,000;  over
      $1,000,000.





( b )
      That I
      have individual income of the following amount in each of the two most recent
      years and I reasonably expect individual income in excess of that amount in
      the
      current year: (check one) __ $50,000 - $99,999; ___$100,000 - $200,000;  $200,000
      - $300,000; ___over $300,000.





( c )
      That I
      have joint income with my spouse of the following amount in each of the two
      most
      recent years and I reasonably expect joint income in excess of that amount
      in
      the current year: (check one) __ $50,000 - $99,999; ___$100,000 - $200,000;  $200,000
      - $300,000; ___over $300,000. [Please leave this subsection (c) blank if
      you have no spouse.]





( d )
      That
      the aggregate dollar amount of the Shares I am purchasing is less than the
      following percentage of my net worth (check lowest number possible)  5%;  10%;
      ___15%; ___20%; ___ 25%.





5.
            In
                order for the Company to ascertain the availability of a transactional
                exemption under applicable California Corporate Securities Laws,
                I
                represent and warrant, in addition to the other representations and
                warranties contained herein, that I qualify under the following categories
                (check all applicable categories):





____
            (a)
            By
                reason of my business or financial experience or the business or
                financial
                experience of my professional advisor, I or he/she on my behalf has
                the
                capacity to protect my interests in connection with the purchase
                of the
                Shares.





____
            (b)
            I
                have a preexisting personal or business relationship with the CEO
                of the
                Company, or one of its officers or directors, of a nature and duration
                as
                would allow me to be aware of the character, business acumen, general
                business and financial circumstances of the CEO or of the person
                with whom
                such relationship exists. [Please describe relationship and duration
                of
                relationship.]
                _______________________________________


_____________________________________________________


_____________________________________________________


_____________________________________________________








6.
            I
                certify that I or my professional advisor has sufficient knowledge
                and
                experience in financial and business matters so that I am or he/she
                is on
                my behalf capable of evaluating the merits and risks of investment
                in
                restricted securities of a private, startup company and can be reasonably
                assumed to have the capacity to protect my interests in connection
                with
                the transaction. (Attention should be directed to your experience
                as an
                investor in securities, particularly investments in securities for
                which
                no market exists. If you do not have sufficient knowledge and experience
                in financial and business matters such that you are capable of evaluating
                the merits and risks of investment in private securities, you are
                urged to
                consult with one or more professional advisors who do possess such
                knowledge and experience.) The following is a description of my experience
                in financial and business matters:


__________________________________________________________________


______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________








7.
            In
                evaluating the merits and risks of this investment, do you intend
                to rely
                upon the advice of any professional advisor? Yes ٱ  No ٱ
                Any other person? Yes ٱ 
No ٱ





If
      Yes,
      then complete the following:





(i)  Name: _______________________________________________


Address: _______________________________________________


_______________________________________________





(ii)  Occupation:  _______________________________________________





(iii)  Please
      describe the occasions in the last five (5) years when you have relied upon
      such
      person's advice:
      ______________________________________________________________________________


____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________





(iv)  Have
      you
      customarily compensated such person for his advice, either specifically or
      by
      way of related professional services? Yes ٱ  No ٱ





Your
      selected professional advisor, if you have one, should complete and sign the
      Professional Advisor Questionnaire.





8 .  I
      (we)
      wish to own my (our) Shares as follows (check one):


_____
            a.
            Separate
                or individual property. (In community property states, if the purchaser
                is
                married, his/her spouse must submit written consent if community
                funds
                will be used to purchase the
                Shares.)


_____
            b.
            Husband
                and wife as community property. (Community property states only.
                Husband
                and Wife should both sign all required documents unless advised by
                their
                attorney that one signature is
                sufficient.)


_____
            c.
            Joint
                Tenants with right of survivorship. (Both parties must sign all required
                documents unless advised by their attorneys that one signature is
                sufficient.)


_____
            d.
            Tenants
                in common. (Both parties must sign all required
                documents.)


_____
            e.
            Trust.
                (Include name of trust, name of trustee and date trust was
                formed.)


_____
            f.
            Company.
                (Include evidence of partnership authority for person who executes
                required documents.)


_____
            g.
            Other
                (indicate):








*
            **The
                Internal Revenue Service does not require your consent to any provision
                of
                this document other than the certifications required to avoid backup
                withholding.**