**Exhibit 10.17**

**THIRTEENTH AMENDMENT TO**

**LOAN AND SECURITY AGREEMENT**

THIS THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 20, 2007 by and among **TELOSCORPORATION**, a Maryland corporation (“Parent”), **XACTA CORPORATION**, a Delaware corporation (“Xacta”; Parent and Xacta are referred to hereinafter each individually as a “Borrower”, and individually andcollectively, jointly and severally, as the “Borrowers”), **TELOS DELAWARE, INC.**, a Delaware corporation (“Telos-Delaware”), **UBIQUITY.COM, INC.**, a Delaware corporation (“Ubiquity”), **TELOS.COM, INC.**, aDelaware corporation (“Telos.com”), **TELOS INTERNATIONAL CORP.**, a Delaware corporation (“TIC”), **TELOS INTERNATIONAL ASIA, INC.**, a Delaware corporation (“TIA”), **SECURE TRADE, INC.**, a Delawarecorporation (“STI”), **KUWAIT INTERNATIONAL, INC.**, a Delaware corporation (“KII”), **TELOS INFORMATION SYSTEMS, INC.**, a Delaware corporation (“TIS”), **TELOS FIELD ENGINEERING, INC.**, a Delawarecorporation (“TFE”), and **TELOS FEDERAL SYSTEMS, INC.**, a Delaware corporation (“TFS”; Telos-Delaware, Ubiquity, Telos.com, TIC, TIA, STI, KII, TIS, TFE and TFS are referred to hereinafter each individually as a “CreditParty” and collectively, jointly and severally, as the “Credit Parties”), and **WELLS FARGO FOOTHILL, INC.**(formerly known as Foothill Capital Corporation), as agent (“Agent”) for the Lenders (defined below) and as aLender. 

WHEREAS, Borrowers, Credit Parties, Agent and certain other financial institutions from time to time party thereto (the“Lenders”) are parties to that certain Loan and Security Agreement dated as of October 21, 2002 (as amended from time to time, the “Loan Agreement”); 

WHEREAS, subject to the terms and conditions contained herein, Borrowers, Credit Parties, Agent and Lenders have agreed to amend the Loan Agreement incertain respects. 

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree asfollows: 

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to suchterms in the Loan Agreement. 

2. Amendments to Loan Agreement. Subject to the satisfaction of the conditions set forth inSection 4 hereof, the Loan Agreement is amended in the following respect: 

The definition of “AvailabilityBlock” as set forth in Section 1.1 of the Loan Agreement is amended and restated in its entirety, as follows: 

“Availability Block” means an amount equal to $500,000; provided, that Availability Block shall mean an amount equal to $0 for the period from October 27, 2006 through and including January 31, 2007. 

3. Ratification. This Amendment, subject to satisfaction of the conditions set forth inSection 4 below, shall constitute an amendment to the Loan Agreement and all of the Loan Documents as appropriate to express the agreements contained herein. Except as specifically set forth herein, the Loan Agreement and the Loan Documentsshall remain unchanged and in full force and effect in accordance with their original terms. 

4. Conditions to Effectiveness. ThisAmendment shall become effective retroactive to December 30, 2006 upon the satisfaction of the following conditions precedent: 

(a)Each party hereto shall have executed and delivered this Amendment to Agent; 

(b) Agent shall have received the fee described inSection 5 hereof; 

(c) Borrowers shall have delivered to Agent such documents, agreements and instruments as may be requested orrequired by Agent in connection with this Amendment, each in form and content acceptable to Agent; 

(d) No Default or Event of Defaultshall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; and 

(e) All proceedingstaken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel. 

5. Additional Availability Fee. To induce Agent and Lenders to enter into this Amendment, Borrowers shall pay to Agent, for the benefit ofLenders, a non-refundable fee equal to $10,000, which shall be due and payable on the date hereof. 

6. Miscellaneous. 

(a) Warranties and Absence of Defaults. To induce Agent and Lenders to enter into this Amendment, each Company hereby represents and warrants toAgent and Lenders that: 

(i) The execution, delivery and performance by it of this Amendment and each of the otheragreements, instruments and documents contemplated hereby are within its corporate power, have been duly authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required), and do not and willnot contravene or conflict with any provision of law applicable to it, its articles of incorporation and by-laws, any order, judgment or decree of any court or governmental agency, or any agreement, instrument or document binding upon it or any ofits property; 

 

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(ii) Each of the Loan Agreement and the other Loan Documents, as amended by thisAmendment, are the legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as the enforcement thereof may be subject to (A) the effect of any applicable bankruptcy, insolvency, reorganization,moratorium or similar laws affecting creditor’s rights generally, and (B) general principles of equity; 

(iii) Therepresentations and warranties contained in the Loan Agreement and the other Loan Documents are true and accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof; and 

(iv) It has performed all of its obligations under the Loan Agreement and the Loan Documents to be performed by it on or before the datehereof and as of the date hereof, it is in compliance with all applicable terms and provisions of the Loan Agreement and each of the Loan Documents to be observed and performed by it and no event of default or other event which upon notice or lapseof time or both would constitute an event of default has occurred. 

(b) Expenses. Companies, jointly and severally, agree to pay ondemand all costs and expenses of Agent (including the reasonable fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments ordocuments provided for herein or delivered or to be delivered hereunder or in connection herewith. In addition, Companies agree, jointly and severally, to pay, and save Agent harmless from all liability for, any stamp or other taxes which may bepayable in connection with the execution or delivery of this Amendment or the Loan Agreement, as amended hereby, and the execution and delivery of any instruments or documents provided for herein or delivered or to be delivered hereunder or inconnection herewith. All obligations provided herein shall survive any termination of the Loan Agreement as amended hereby. 

(c)Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of Illinois. 

(d)Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but allsuch counterparts shall together constitute but one and the same Amendment. 

7. Release. 

(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, each Company, on behalf of itself and its successors, assigns, and 

 

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other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and theirsuccessors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons beinghereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money,accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature,known or unknown, suspected or unsuspected, both at law and in equity, which such Company or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of themfor, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way inconnection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. 

(b) EachCompany understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecutedor attempted in breach of the provisions of such release. 

(c) Each Company agrees that no fact, event, circumstance, evidence ortransaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 

[signature pages follow] 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized and delivered as of the date first above written. 

 
**BORROWERS:**
**TELOS CORPORATION,**

a Marylandcorporation
By 
/s/ Michael P. Flaherty
Title 
 

**XACTA CORPORATION**,****

a Delawarecorporation
By 
/s/ Michael P. Flaherty
Title 
 
**CREDIT PARTIES:**
**TELOS DELAWARE, INC.**,****

aDelaware corporation
By 
/s/ Michael P. Flaherty
Title 
 

**UBIQUITY.COM, INC.**,****

a Delawarecorporation
By 
/s/ Michael P. Flaherty
Title 
 

Signature Page to Thirteenth Amendment to Loan and Security Agreement 

**TELOS.COM, INC.,**a Delaware corporationBy 
/s/ Michael P. Flaherty
Title 
 

**TELOS INTERNATIONAL CORP.**,

a Delawarecorporation
By 
/s/ Michael P. Flaherty
Title 
 

**TELOS INTERNATIONAL ASIA, INC.**,

aDelaware corporation
By 
/s/ Michael P. Flaherty
Title 
 

**SECURE TRADE, INC.**,

a Delawarecorporation
By 
/s/ Michael P. Flaherty
Title 
 
**KUWAIT INTERNATIONAL, INC.**,a Delaware corporationBy 
/s/ Michael P. Flaherty
Title 
 

Signature Page to Thirteenth Amendment to Loan and Security Agreement 

**TELOS INFORMATION SYSTEMS, INC.,**a Delaware corporationBy 
/s/ Michael P. Flaherty
Title 
 

**TELOS FIELD ENGINEERING, INC.,**

aDelaware corporation
By 
/s/ Michael P. Flaherty
Title 
 

**TELOS FEDERAL SYSTEMS, INC.,**

aDelaware corporation
By 
/s/ Michael P. Flaherty
Title 
 
**AGENT AND LENDER:****WELLS FARGO FOOTHILL, INC.** (formerly known as Foothill Capital Corporation)By 
/s/ David Sanchez
Title V.P.
Signature Page to Thirteenth Amendment to Loan and Security Agreement