Exhibit 10.1

THIS SECOND OMNIBUS AMENDMENT, dated as of December 6, 2006 (this "Amendment"), is entered into by and among:

HERCULES FUNDING TRUST I, as the issuer (together with its successors and assigns in such capacity, the "Issuer");

HERCULES FUNDING I, LLC, as the depositor (together with its successors and assigns in such capacity, the "Depositor");

HERCULES TECHNOLOGY GROWTH CAPITAL, INC., ("Hercules"), as the originator
(together with its successors and assigns in such capacity, the "Originator")
and as the servicer (together with its successors and assigns in such capacity, the "Servicer");

U.S. BANK NATIONAL ASSOCIATION, ("U.S. Bank"), as the indenture trustee (together with its successors and assigns in such capacity, the "Indenture Trustee") and as the collateral custodian (together with its successors and assigns in such capacity, the "Collateral Custodian");

LYON FINANCIAL SERVICES, INC. d/b/a/ U.S. Bank Portfolio Services, as the backup servicer (together with its successors and assigns in such capacity, the "Backup Servicer"); and

CITIGROUP GLOBAL MARKETS REALTY CORP., ("Citigroup"), as the initial noteholder (together with its successors and assigns in such capacity, the "Initial Noteholder").

Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Sale and Servicing Agreement (as defined below).

R E C I T A L S

WHEREAS, the Issuer, the Depositor, the Originator, the Indenture Trustee and the Backup Servicer entered into that certain Sale and Servicing Agreement, dated as of August 1, 2005 (as further amended, supplemented, modified, replaced or restated from time to time, the "Sale and Servicing Agreement");

WHEREAS, Hercules and Citigroup entered into that certain Warrant Participation Agreement, dated as of August 1, 2005 (as further amended, supplemented modified, replaced or restated from time to time, the "Warrant Participation Agreement"), together with the Sale and Servicing Agreement, the "Amended Agreements");

WHEREAS, the Issuer, the Depositor, the Originator, the Indenture Trustee and the Backup Servicer entered into that certain First Amendment to the Sale and Servicing Agreement, dated as of November 30, 2005;

WHEREAS, the Issuer, the Depositor, the Originator, the Indenture Trustee, the Backup Servicer and the Initial Noteholder entered into that certain Third Amendment to the Sale and Servicing Agreement, dated as of July 28, 2006;

WHEREAS, Hercules and Citigroup entered into that certain Second Amendment to the Warrant Participation Agreement, dated as of October 16, 2006;

WHEREAS, the Issuer, the Depositor, the Originator, the Indenture Trustee, the Backup Servicer and the Initial Noteholder entered into that certain First Omnibus Amendment, amending certain documents including the Warrant Participation Agreement and the Sale and Servicing Agreement dated as of March 6, 2006; and

WHEREAS, the applicable parties hereto desire to further amend the Warrant Participation Agreement and to further amend the Sale and Servicing Agreement in certain respects as provided herein;

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

(a) The definition of "Facility Amount" in Section 1.1 of the Sale and Servicing Agreement is hereby amended and restated in its entirety as follows:

"Facility Amount": On any date of determination (i) during the Revolving Period (excluding the period described in clause (ii) herein), an amount equal to $125,000,000, (ii) during the Revolving Period from December 6, 2006 until the earlier of (a) March 31, 2007 or (b) the execution of a Permitted Securitization, an amount equal to $150,000,000 and (iii) after the end of the Revolving Period, an amount equal to $0.

(a) The definition of "Maximum Participation Limit" in Section 1 of the Warrant Participation Agreement is hereby amended and restated in its entirety as follows:

"Maximum Participation Limit" shall mean (i) $3,750,000 (excluding the period described in clause (ii) herein) or (ii) $4,500,000 during the Revolving Period from December 6, 2006 until the earlier of (a) March 31, 2007 or (b) the execution of a Permitted Securitization.

Except as specifically amended hereby, all provisions of the Amended Agreements shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Amended Agreements other than as expressly set forth herein and shall not constitute a novation of any of the Amended Agreements.

Each of the Issuer, the Originator, the Depositor and the Servicer represents and warrants as of the date of this Amendment as follows:

(a) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization;

(b) the execution, delivery and performance by it of this Amendment are within its powers, have been duly authorized, and do not violate (A) its charter, by-laws, or other organizational documents, or (B) any Applicable Law;

(c) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment by or against it;

(d) this Amendment has been duly executed and delivered by it;

(e) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity; and

(f) there is no Servicer Default, Event of Default or termination or optional termination, each as described in the Sale and Servicing Agreement.

The effectiveness of this Amendment is conditioned upon the following:

(i) the delivery of executed signature pages by all parties hereto; and

(ii) the surrender and cancellation of the Amended and Restated Note, dated March 6, 2006, in a maximum principal amount of $125,000,000 and the delivery to the Initial Noteholder of a duly executed and authenticated Note in a maximum principal amount of $150,000,000 (the "Replacement Note").

(a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

(b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(c) This Amendment may not be amended or otherwise modified except as provided in the Sale and Servicing Agreement.

(d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

(e) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

(f) This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

(g) Depositor hereby instructs Wilmington Trust Company, a Delaware banking corporation, as owner trustee for the Issuer ("Owner Trustee"), to execute and deliver, not in its individual capacity but solely as Owner Trustee, (i) the Issuer Order, addressed to the Indenture Trustee and delivered pursuant to
Section 2.08 of the Indenture, (ii) the Replacement Note and (ii) this Amendment.

(h) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Date: December 6, 2006          Hercules Funding Trust I
                                By: Wilmington Trust Company, not in its
                                individual capacity, but solely as Owner Trustee

                                    /s/ Jeanne M. Oller
                                ------------------------------------------------
                                Jeanne M. Oller
                                Senior Financial Services Officer


Date: December 6, 2006          Hercules Funding I LLC

                                    /s/ Scott Harvey
                                -----------------------------------------------
                                Scott Harvey
                                Chief Legal Officer


Date: December 6, 2006          Hercules Technology Growth Capital, Inc.

                                    /s/ Scott Harvey
                                -----------------------------------------------
                                Scott Harvey
                                Chief Legal Officer


Date: December 6, 2006          U.S. Bank National Association

                                     /s/ Kyle Harcourt
                                -----------------------------------------------
                                Kyle Harcourt
                                Vice President

Date: December 6, 2006          Lyon Financial Services, Inc.

                                    /s/ Joseph Andries
                                -----------------------------------------------
                                Joseph Andries
                                Senior Vice President


Date: December 6, 2006          U.S. Bank National Association

                                    /s/ Kyle Harcourt
                                -----------------------------------------------
                                Kyle Harcourt
                                Vice President


Date: December 6, 2006          Citigroup Global Markets Realty Corp.

                                    /s/ Doug Lipton
                                -----------------------------------------------
                                Doug Lipton
                                Authorized Signer