LOAN AND SECURITY AGREEMENT

                                                                    EXHIBIT 10.1
                                                                    ------------

                     LOAN AND SECURITY AGREEMENT NUMBER 1506

         THIS LOAN AND SECURITY AGREEMENT is made by ThinkEngine Networks, Inc.,
a Delaware Corporation ("Debtor"), and VENCORE SOLUTIONS LLC, a Delaware Limited
Liability Company ("Lender"). In consideration of the mutual agreements
contained herein, the parties hereto agree as follows:

SECTION 1. DEFINITIONS.

         1.1 Defined Terms. As used in this Agreement the following terms have
the following defined meanings, unless the context otherwise requires (such
terms to be equally applicable to both singular and plural forms of the terms
defined):

         "Agreement", "hereof", "hereto", "hereunder" and words of similar
         import shall mean this Loan and Security Agreement, as the same may
         from time to time be amended, modified or supplemented.

         "Business Day" means a day other than a Saturday, Sunday or legal
         holiday under the laws of the State of Oregon.

         "Chattel Paper" has the meaning assigned to it in the Code.

         "Closing Date" means each date on which a Loan is made pursuant hereto.

         "Code" means the Uniform Commercial Code as from time to time in effect
         in the State of Oregon.

         "Collateral" means any of Debtor's assets which are pledged to secure
         this Agreement and as identified on Schedule I.

         "Commencement Date" means the beginning of the contracted term under
         each Loan. The Commencement Date of each Loan will be the 10th which
         immediately follows the Disbursal Date.

         "Commitment" means the obligation of Lender to make the Loans in the
         aggregate principal amount specified in Section 2.1.

         "Default" shall mean any event which with notice, lapse of time,
         and/or any further condition, event or act would constitute an Event of
          Default.

         "Disbursal Date" means the date each Loan is countersigned by both
         Debtor and Lender and funds are disbursed under the terms of each Loan.

         "Disbursed Principal" means the original amount borrowed on each Loan.

          "Event of Default" has the meaning set forth in Section 7.

         "Final Payment" means a payment fee (in addition to and not a
         substitution for the regular monthly payments of principal plus accrued
         interest) due on the earlier to occur of the Maturity Date for the
         Loans or Prepayment and will equal the original principal amount of the
         Loan(s) multiplied by the Final Payment Percentage.

         "Final Payment Percentage" means for each Loan, ten percent (10%).

          "Financial Statements" means Debtor's financial statements and shall be
         comprised of at least a balance sheet and profit and loss statement and
         may include a cash flow statement.

         "Insolvency Proceeding" means any proceeding commenced by or against
         any Person under any provision of the Bankruptcy Code or under any
         other state or federal bankruptcy or insolvency law (including any
         receivership or

                                                                     Page 1 of 15
<PAGE>

         like proceeding), assignments for the benefit of creditors, formal or
         informal moratoria, compositions, extensions generally with creditors,
         or proceedings seeking reorganization, arrangement, or other similar
         relief.

         "Interim Interest" means interest that is paid on the Disbursed
         Principal for that period of time between the Disbursal Date and the
         Commencement Date. Interim Interest shall be paid at a daily rate equal
         to the Interest Rate divided by 365.

         "Interest Rate" is a fixed per annum rate per each Loan equal to 13.00%

         "Liens" means liens, mortgages, security interests, pledges, title
         retentions, charges, financing statements or other encumbrances of any
         kind whatsoever on the Collateral.

         "Loan" means each loan made by Lender pursuant to this Agreement.

         "Loan Documents" means this Agreement, the Notes, the Supplements, any
         other note executed by Debtor in connection with this Agreement, and
         any other agreement entered into, now or in the future, by Debtor and
         Lender or any guarantor in connection herewith, but shall not include
         the Common Stock Warrant Issued by the Debtor to the Lender on the date
         of the Agreement.

         "Note" means each promissory note of Debtor evidencing a Loan, as
         described in Section 2.2, substantially in the form of Exhibit A
         hereto, as the same may from time to time be amended, modified or
         supplemented.

         "Obligations" means (i) the aggregate unpaid principal amount of, and
         accrued interest on, the Notes; (ii) all other obligations and
         liabilities of Debtor, now existing or hereafter incurred, under,
         arising out of or in connection with this Agreement, or any Note or any
         other Loan Document; and (iii) any and all other present and future
         indebtedness, obligations and liabilities of any kind whatsoever of
         Debtor to Lender, whether direct or indirect, joint or several,
         absolute or contingent, liquidated or unliquidated, secured or
         unsecured, matured or unmatured and whether originally contracted with
         Lender or otherwise acquired by Lender or from time to time reduced and
         thereafter increased.

         "Payment Due Date" shall be the 10th day of each month and the first
         scheduled payment shall be due on the 10th day of the month immediately
         following the Commencement Date.

         "Person" means natural persons, corporations, limited liability
         companies, limited partnerships, general partnerships, limited
         liability partnerships, joint ventures, trusts, land trusts, business
         trusts, or other organizations, irrespective of whether they are legal
         entities, and governments and agencies and political subdivisions
         thereof.

         "Prepayment" means the Debtor can terminate Loans prior to their
         maturities by paying Lender an amount equal to the sum of i) all
         accrued interest, charges and fees, ii) all remaining unpaid principal,
         and iii) the Final Payment.

         "Proceeds" has the meaning assigned to it in the Code.

         "Supplement" means each Supplement executed and delivered by Debtor in
         substantially the form of Exhibit B attached hereto.

         1.2 Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles.

SECTION 2. AMOUNT AND TERMS OF LOAN.

         2.1 Commitment. Subject to the terms and conditions of this Agreement,
Lender agrees to make Loans, from time to time, to Debtor in an aggregate
principal amount not to exceed One Million Five Hundred Thousand Dollars and
00/100 ($1,500,000.00). Each Loan shall be in an amount which is not less than
Sixty Thousand Dollars and 00/100 ($60,000.00). The obligation of Lender to make
Loans hereunder shall terminate on March 31, 2007. Debtor shall give Lender at
least five (5) Business Days prior written notice of the date and amount of each
proposed Loan. No Loan which is repaid may be reborrowed.

                                                                     Page 2 of 15
<PAGE>

         2.2 The Notes. Each Loan shall be evidenced by a promissory note of
Debtor substantially in the form of Exhibit A hereto, with appropriate
insertions therein as to amounts, dates and interest rate, in each case, as
determined by Lender. Debtor's obligation to repay the Notes and all other
amounts payable hereunder is absolute and unconditional under any and all
circumstances and shall not be affected by any circumstances of any character
whatsoever. Each Note shall (i) be dated the date on which the Loan evidenced
thereby is made; (ii) be for the term specified in such Note; and (iii) be
stated to be paid in consecutive monthly installments of principal plus
interest, on the dates and in the amounts set forth in such Note. If any amount
is not paid within ten days of when due under the Notes, Debtor shall pay to
Lender a late charge of five percent (5%) of the subject amount. Such late
charge shall be immediately assessed and due.

         2.3 Use of Proceeds. Working Capital.

         2.4 Permitted Prepayment of Loans. Debtor shall have the option to
prepay all, but not less than all, of the Loans hereunder, provided Debtor (a)
provides written notice to Lender of its election to prepay the Loan at least
thirty (30) days prior to such prepayment, and (b) pays, on the date of such
prepayment (i) all outstanding principal plus accrued interest, (ii) the Final
Payment, and (iii) all other sums, if any, that shall have become due and
payable hereunder.

SECTION 3. CONDITIONS OF BORROWING.

         3.1 Conditions of Each Loan. Lender shall not be required to make any
Loan hereunder (including the initial Loan) unless on the Closing Date of such
Loan:

              (a) Note. The Note evidencing such Loan shall have been duly
         executed and delivered to Lender.

              (b) Security Interest. All filings deemed necessary or desirable
         by Lender to establish, protect, preserve and perfect its security
         interest in any of Debtor's assets that are pledged as security for
         such Loan as a valid perfected security interest shall have been duly
         effected, and all fees, taxes and other charges relating to such
         filings and recordings shall have been paid by Debtor.

              (c) Representations. (i) The representations and warranties
         contained in this Agreement shall be true and correct in all respects
         on and as of the date of the making of such Loan with the same effect
         as if made on and as of such date; (ii) no Default or Event of Default
         shall be in existence on the date of the making of such Loan or shall
         occur as a result of such Loan; and (iii) the acceptance by Debtor of
         each Loan shall constitute a representation by Debtor that the
         statements contained in clauses (i) and (ii) above are true and correct
         on the date of such Loan.

              (d) Other Documents and Information. Lender shall have received
         from Debtor, in form and substance satisfactory to Lender, such other
         documents and information as Lender shall reasonably request.

              (e) Legal Matters. All legal matters with respect to and all legal
         documents executed in connection with the transactions contemplated by
         this Agreement shall be satisfactory to counsel for Lender.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

         To induce Lender to enter into this Agreement and to make each Loan,
Debtor represents and warrants to Lender that:

          4.1 Organization. Debtor is a corporation duly organized or formed,
validly existing and in good standing under the laws of Delaware, has the
necessary authority and power to pledge its assets as and to transact the
business in which it is engaged.

          4.2 Power and Authority. Debtor has full power, authority and legal
right to execute and deliver this Agreement and the Notes, to perform its
obligations hereunder and thereunder, to borrow hereunder and to grant the
security interest created by this Agreement.

         4.3 Consents and Permits. No consent of any other party, and no
consent, license, approval or authorization of, exemption by, or registration or
declaration with, any governmental body, authority, bureau or agency is required
in

                                                                     Page 3 of 15
<PAGE>

connection with (i) the execution, delivery or performance by Debtor of this
Agreement or the Notes; or (ii) the validity or enforceability of this Agreement
or the Notes.

         4.4 No Legal Bar. The execution, delivery and performance by Debtor of
this Agreement and the Notes do not and will not violate any provision of any
applicable law or regulation or of any judgment, award, order, writ or decree of
any court or governmental instrumentality, will not violate any provision of the
organizational documents of Debtor and will not violate any provision of or
cause a default under any mortgage, indenture, contract, agreement or other
undertaking to which Debtor is a party or which purports to be binding upon
Debtor or upon any of its assets, and will not result in the creation or
imposition of any lien on any of the assets of Debtor other than the security
interest intended to be created hereby.

         4.5 No Defaults. Debtor is not in default, and no event or condition
exists which after the giving of notice or lapse of time or both would
constitute an event of default, under any material mortgage, indenture,
contract, agreement, judgment or other undertaking to which Debtor is a party or
which purports to be binding upon Debtor or upon any of its assets.

         4.6 Enforceability. This Agreement has been duly authorized, executed
and delivered by Debtor and constitutes a legal, valid and binding obligation of
Debtor enforceable in accordance with its terms, subject to applicable
bankruptcy or insolvency laws. When executed and delivered, each Note shall have
been duly authorized, executed and delivered by Debtor and shall constitute a
legal, valid and binding obligation of Debtor enforceable in accordance with its
terms, subject to applicable bankruptcy or insolvency laws.

         4.7 No Litigation. There is no action, suit, investigation or
proceeding (whether or not purportedly on behalf of Debtor) pending or, to
Debtor's knowledge, threatened against or affecting Debtor or any of its assets
which could have an adverse effect upon the transactions contemplated by this
Agreement or a material adverse effect on the business, operations or financial
condition of Debtor.

         4.8 Taxes. Debtor has filed all Federal, state and local income tax
returns that are required to be filed, and has paid (or provided for the payment
of) all taxes as shown on said returns and all assessments received by it to the
extent that such taxes and assessments have become due, and Debtor does not have
any knowledge or any actual or proposed deficiency or additional assessment in
connection therewith. The charges, accruals and reserves on the books of Debtor
in respect of Federal, state and local taxes for all open years, and for the
current fiscal year, make adequate provision for all unpaid tax liabilities for
such periods.

         4.9 Financial Statements. All financial statements for Debtor delivered
to Lender are true and accurate as of the dates thereof, and, except as
disclosed to lender, there has not been any adverse change in Debtor's or any
guarantor's financial condition since the date of the most recent financial
statements submitted to Lender.

         4.10 Full Disclosure. No written representation, warranty or other
statement of Debtor in any certificate, agreement or other document given to
Lender, as of the date such representations, warranties, or other statements
were made, taken together with all such written certificates, agreements and
other document statements given to Lender, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained in the certificates or statements not misleading.

SECTION 5. COVENANTS.

         Debtor covenants and agrees that from and after the date hereof and so
long as the Commitment or any Obligation is outstanding:

         5.1 Notices. Debtor will give timely written notice to Lender of (i)
the occurrence of any Default or Event of Default; (ii) the commencement or
threat of any material litigation or proceedings affecting Debtor; and (iii) any
dispute between Debtor and any governmental regulatory body or other party that
might materially interfere with the normal business operations of Debtor.

         5.2 Laws; Obligations; Operations. Debtor will (i) duly observe and
conform to all requirements of any governmental authorities relating to the
conduct of its business or to its properties or assets, except for any such
requirements for which the results of non-compliance, individually or in the
aggregate, would not affect Debtor's ability to perform its

                                                                    Page 4 of 15
<PAGE>

obligations under the Agreement or result in a Lien upon any of the Collateral;
(ii) maintain its existence as a legal entity and obtain and keep in full force
and effect all rights, franchises, licenses and permits which are necessary to
the proper conduct of its business; and (iii) obtain or cause to be obtained as
promptly as possible any governmental, administrative or agency, approval and
make any filing or registration therewith which at the time shall be required
with respect to the performance of its obligations under this Agreement or the
operation of its business.

         5.3 Inspection. Lender or its authorized representative may, upon
reasonable notice during normal business hours inspect the Collateral and the
books and records of Debtor related thereto.

         5.4 Further Assurances. Debtor will promptly, at any time and from time
to time, at its sole expense, execute and deliver to Lender such further
instruments and other documents, and take such further action, as Lender may
from time to time reasonably request to further carry out the intent and purpose
of this Agreement. and to establish and protect the rights, interests and
remedies created, or intended to be created, in favor of Lender hereby,
including, without limitation, any and all security agreements, assignments,
endorsements of certificates of title, and all other documents that Lender may
reasonably request, in form and substance satisfactory to Lender, to create,
perfect and continue to perfect or to better perfect the Lender's Liens in the
Collateral. Debtor will pay, or reimburse Lender for any and all reasonable
fees, costs and expenses of whatever kind or nature incurred in connection with
the creation, preservation and, upon the occurrence of an Event of Default which
is continuing, protection of Lender's security interest in the Collateral.

         5.5 No Disposition of Collateral. Without the prior written consent of
Lender, Debtor will not sell, convey, transfer, exchange, lease or otherwise
relinquish possession or dispose of any of the Collateral other than sales or
other actions in the ordinary course of business.

         5.6 No Liens. Debtor will not create, assume or suffer to exist any
Lien of any kind upon the Collateral except for the security interest created
hereby and liens on accounts receivable in favor of a future lender.

         5.7 No Changes in Debtor. Without the prior written consent of Lender,
Debtor will not (i) enter into any merger or consolidation other than a merger
with a wholly-owned subsidiary in which the Debtor is the surviving entity and
the Debtor's capital structure is not materially changed; (ii) liquidate or
dissolve; (iii) sell, transfer or otherwise dispose of all or substantially all
of its assets; (iv) change the form of organization of its business or state of
organization or formation; or (v) without thirty (30) days prior written notice
to Lender, change its name or its chief place of business.

         5.8 Financial Statements. Debtor will prepare Financial Statements on a
monthly basis and will provide Lender with copies of such Financial Statements
not more than thirty (30) days after the end of each calendar month. For any
Debtors that are also Public Companies, Debtor will make available to Lender its
Financial Statements included in its 10-Q, 10-K and 8-K filings with the
Securities and Exchange Commission, within ten (10)