exh_10-3.htm


    Exhibit
10.3


      REAFFIRMATION
OF GUARANTY

      


      


      REAFFIRMATION
dated February 22, 2010 (this “Reaffirmation”) by Gerald J.
Burnett and by
Gerald
J. Burnett and Marjorie J. Burnett as Trustee for The Gerald J. Burnett and
Marjorie J. Burnett Revocable Trust (collectively, the “Guarantor”) in
favor of JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank (the
“Bank”).

      


      WHEREAS, Avistar Communications
Corporation, a Delaware corporation (the “Obligor”), has executed and
delivered to the Bank that certain Second Amended and Restated Revolving
Promissory Note (Libor/Prime) dated as of December 22, 2009 by the Grantor
in favor of the Bank in the maximum principal amount of $11,250,000 (as amended,
restated or otherwise modified from time to time, “Note”);

      


      WHEREAS,
the Obligor has executed and delivered to the Bank that certain Amendment dated
as of February 22, 2010 to the Note , which would reduce the maximum
principal amount of the Note to $5,000,000 (the “Amendment”);

      


      WHEREAS, the Guarantor desires the Bank
to execute and deliver the Amendment;

      


      NOW THEREFORE, FOR VALUE RECEIVED, and
as an inducement to the Bank to execute and deliver the Amendment, Guarantor,
without in any respect limiting the scope of the Guaranty, hereby confirms,
acknowledges and agrees that (i) from and after the date hereof the
guaranty provided for in the Guaranty shall extend to, cover and guarantee all
obligations of the Borrower arising under Note as amended by the Amendment (in
addition to any other obligations guaranteed thereby) and (ii) the Guaranty
is (and, following the Bank’s execution and delivery of the Amendment, will be)
in full force and effect.

      


      This Reaffirmation shall be governed by
and construed in accordance with the law of the State of New York applicable to
agreements made and to be performed wholly within the State of New
York.

      


      IN WITNESS WHEREOF, the undersigned has
executed this Reaffirmation as of the date first set forth above.

      


      


      /s/
Gerald J.
Burnett               
       

      Gerald
J. Burnett

      


      


      Gerald
J. Burnett and Marjorie J. Burnett, as Trustee for

      The
Gerald J. Burnett and Marjorie J. Burnett Revocable Trust

      


      


      By:          /s/ Gerald J.
Burnett                       

      Gerald J. Burnett

      


      By:          /s/ Marjorie J.
Burnett                       

      Marjorie J. Burnett

      


      
        
          
          

        

        
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                State
      of _________

              	
                )

              


      

      ) ss.:

      
        	
                County
      of ________

              	
                )

              


      

      


      On the 22 day of February in the year
2010, before me, the undersigned, personally appeared Gerald J. Burnett,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

      


      ____________________________________

      Notary Public

      
        	
                State
      of _________

              	
                )

              


      

      ) ss.:

      
        	
                County
      of ________

              	
                )

              


      

      


      On the 22 day of March in the year
2010, before me, the undersigned, personally appeared Marjorie J. Burnett,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

      


      ____________________________________

      Notary Public


      
        
          
             

            UCN
006754857000

            Facility
ID 198245263

          

           


        

        
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