**Exhibit10.21****AMENDED AND RESTATED REVOLVING PROMISSORY NOTE** $1,500,000.00 June 22, 2007FOR VALUE RECEIVED, **ProLink Solutions, LLC**, a Delaware limited liability company(“Borrower”), hereby promises to pay to the order of **FOC Financial LimitedPartnership**, an Arizona limited partnership, or its endorsees, successors or assigns (the“Holder”), the principal sum of **One Million Five Hundred Thousand Dollars**($1,500,000.00) (the “Maximum Amount”), or so much thereof as may be advanced from time totime by Holder, in immediately available funds and in lawful money of the United States of America,together with interest on the outstanding balance thereof, all as provided in this Amended andRestated Revolving Promissory Note (this “Note”).1. Loan Agreement. This Note is made and given in connection with that certainAmended and Restated Letter Agreement dated June 19, 2007 between Borrower and Holder (the “LoanAgreement”), and all of the terms, conditions and definitions contained in the Loan Agreement areincorporated in this Note by reference as if fully stated herein. This Note supersedes thatcertain Revolving Promissory Note dated June 6, 2007 (the “Original Note”) between the parties.Borrower acknowledges that the starting principal balance under this Note includes any and allprincipal and accrued, but unpaid interest, from advances made by Lender to Borrower under theOriginal Note.2. Advances. Upon written request of Borrower to Holder from time to time and uponcompliance with the terms and conditions of the Loan Agreement, Holder may, in its sole discretion,advance funds to Borrower under this Note not to exceed the Maximum Amount in one or more advancesat any time and from time to time from the date hereof through and including June 19, 2009 (the“Funding Termination Date”). The principal amount of this Note may be borrowed, repaid andreborrowed from time to time. Holder may request documentation or information, as Holder shallreasonably require as a condition to each such advance.3. Interest. The outstanding principal balance of this Note shall bear simpleinterest at fifteen percent (15%) per annum (the “Regular Rate”), computed on the basisthat each month contains thirty (30) days and each year contains three-hundred and sixty (360)days.4. Repayments of Advances and Interest. The accrued and unpaid interest on theprincipal balance of this Note outstanding from time to time, shall be paid in monthly interestonly installments on the last day of any month in which any advances are outstanding; provided,however, that the principal amount plus accrued and unpaid interest on an Advance Amount relatingto: (a) the Foreign Receivables shall be repaid by Borrower within sixty (60) days after Borrower’sreceipt of the Advance Amount; and (b) a particular Funded Prolink System shall be repaid byBorrower on or before the earlier of (i) three (3) business days after confirmation by Borrower ofits receipt of good, collected funds from the sale of such Funded Prolink System, or (ii) thirty(30) days after Borrower’s receipt of such Advance Amount if Borrower has not received confirmationof credit approval by Borrower’s funding source of the Golf Course Customer intended to receivesuch Funded Prolink System.
 
 

 
5. Payment of Principal; Maturity Date. Borrower agrees to pay in full the entireoutstanding principal balance of this Note, accrued and unpaid interest, and all other unpaidamounts owing under this Note on or before the Funding Termination Date (the “MaturityDate”).6. Optional Prepayments. The indebtedness evidenced by this Note may be prepaid inwhole or in part at any time without premium or penalty.7. Manner of Payment. Payment(s) of principal, interest and other amounts due underthis Note shall be made on the date due in lawful money of the United States of America at 2025South Airport Boulevard, Chandler, Arizona 85249, or to such other place of payment as Holder maydesignate in writing. All such payments shall be made without any deduction whatsoever, including,without limitation, any deduction for set-off, recoupment, counterclaim, or taxes. Any paymentsdue hereunder that are due on a day that is not a business day shall be payable on the immediatelysucceeding business day, together with all accrued and unpaid interest through the actual date ofpayment. All payments made hereunder shall be applied first to the payment of the interest thenaccrued and due on the unpaid principal balance of this Note and any other charges or fees dueunder this Note or the Loan Agreement and the remainder shall be applied to the reduction of theunpaid principal.8. Security. Upon any Default under the Loan Agreement or this Note, Borrower willgrant Holder a purchase money security interest in all of Borrower’s right, title, and interest inand to the Funded Prolink Systems and any accounts and proceeds derived therefrom to secure theunpaid Advance Amounts related to the Funded Prolink Systems, and a security interest in all ofBorrower’s right, title and interest in and to the UK Receivables to secure the unpaid AdvanceAmounts related to the UK Receivables.9. Default. An “Event of Default” or a “Default” under this Noteshall exist (i) if Borrower fails to make any payment of interest when due; (ii) if Borrower failsto repay any Advance Amount plus accrued and unpaid interest thereon when due; (iii) upon theoccurrence of an event of default under the Loan Agreement; (iv) if Borrower commences a voluntarycase or other proceeding seeking liquidation, reorganization or other relief with respect to itselfor its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect orseeking the appointment of a trustee, receiver, liquidator, custodian or other similar official ofit or any substantial part of its property, or consents to any such relief, or to the appointmentof, or taking possession by, any such official in an involuntary case or other proceeding commencedagainst it, or makes a general assignment for the benefit of creditors, or fails generally to payits debts as they become due, or takes any limited liability company action to authorize any of theforegoing; (v) if an involuntary case or other proceeding is commenced against Borrower seekingliquidation, reorganization or other relief with respect to it or its debts under any bankruptcy,insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,receiver, liquidator, custodian or other similar official of it or any substantial part of itsproperty, and such involuntary case or other proceeding remains undismissed and unstayed for aperiod of sixty (60) days; or (vi) an order for relief is entered against Borrower under thefederal bankruptcy laws as now or hereafter in effect.
 
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10. Remedies Upon Event of Default: If an Event of Default shall have occurred and becontinuing, Holder may, by written notice to Borrower, declare all outstanding principal of,accrued and unpaid interest on, and all other amounts under this Note to be immediately due andpayable and upon such declaration, such amounts shall become immediately due and payable and shallbear interest at the default interest rate of eighteen percent (18%) from the due date until paidin full. If an Event of Default specified in clause (iv), (v) or (vi) of Section 9 occurs,all outstanding principal of, accrued and unpaid interest on, and all other amounts under this Noteshall become immediately due and payable without any declaration or other act on the part ofHolder. In addition to the acceleration provisions set forth above, Holder may suspend orterminate its obligation to make further advances as provided in Section 2, and exerciseall remedies provided at law or in equity or by statute. Each right, power or remedy of Holdergranted to Holder upon the occurrence of any Event of Default as provided for in this Note or nowor hereafter existing at law or in equity or by statute shall be cumulative and concurrent andshall be in addition to every other right, power or remedy provided for in this Note or now orhereafter existing at law or in equity or by statute, and the exercise or beginning of the exerciseby Holder hereof of any one or more of such rights, powers or remedies shall not preclude thesimultaneous or later exercise by Holder of any or all such other rights, powers or remedies. Uponthe occurrence of an Event of Default, Borrower shall pay all costs and expenses (includingattorneys’ fees) that are incurred by Holder in connection with the preservation and enforcement ofits rights under this Note.11. Waivers. Borrower hereby waives presentment for payment, demand, notice, protest,notice of protest and notice of dishonor, and all other notices of any kind whatsoever to which itmay be entitled under applicable law or otherwise, except for notices to which Borrower isexpressly entitled under this Note.12. Loss, Theft, Destruction, or Mutilation of this Note. Upon receipt of evidencereasonable satisfactory to Borrower of the loss, theft, destruction or mutilation of this Note,and, in the case any such loss, theft or destruction, upon receipt of an indemnity reasonablysatisfactory to Borrower, or, in the case of any such mutilation, upon surrender and cancellationof such mutilated Note, Borrower shall issue and deliver within five (5) days a new Note, of liketenor, in lieu of the lost, stolen, destroyed or mutilated Note.13. Costs of Collection. Borrower agrees to pay to Holder all costs and expenses,including the fees and expenses of all attorneys, accountants and other experts retained by Holder,that are expended or incurred by or on behalf of Holder in connection with (a) the collection andenforcement of this Note, whether or not any action, suit or other proceeding is commenced; (b) anyactions for declaratory relief in any way related to this Note or the indebtedness evidencedhereby; (c) the protection or preservation of any rights or remedies of Holder under this Note; (d)any actions taken by Holder in negotiating any amendment, waiver, consent or release of or underthis Note; (e) any actions taken in reviewing Borrower’s financial affairs if any Default or Eventof Default shall have occurred or Holder shall have determined in good faith that a Default or anEvent of Default may likely occur; (f) any refinancing, restructuring (whether in the nature of a“work out” or otherwise), bankruptcy or insolvency proceeding involving Borrower; (g) any actionstaken to perfect and protect any lien or security interest granted to Holder upon any default underthe Loan Agreement or this Note; or (h) any effort by Holder to protect, assemble, complete,collect, sell, liquidate or otherwise dispose ofany property in which Holder is granted a security interest, including in connection with anycase under bankruptcy law.
 
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14. Usury Savings Clause. Borrower agrees to pay an effective rate of interest thatis the rate provided for in this Note plus any additional rate of interest resulting from anycharges of interest or in the nature of interest paid or to be paid in connection with the advancesevidenced by this Note and the Loan Agreement, including, without limitation the Loan Fee.Notwithstanding any provision herein or in any instrument now or hereafter securing this Note, thetotal liability for payments of interest and in the nature of interest shall not exceed the limitsimposed by the usury laws of the State of Arizona. If Holder receives as interest an amount thatwould exceed such limits, such amount that would be excessive interest shall be applied to thereduction of the unpaid principal balance and not to the payment of interest, and if a surplusremains after full payment of principal and lawful interest, the surplus shall be remitted toBorrower by Holder, and Borrower hereby agrees to accept such remittance.15. Extension of Time. Holder may, at its sole option, extend the time for payment ofthis Note, postpone the enforcement hereof, or grant any other indulgence without affecting ordiminishing Holder’s right to full recourse against Borrower hereunder, which right is expresslyreserved.16. Outstanding Principal Balance. Borrower hereby authorizes Holder to endorse onExhibit “A” attached hereto and incorporated herein by this reference, appropriatenotations evidencing the date and amount of each Advance Amount and principal and interestrepayment by Borrower; provided, however, that failure of Holder to make notationof any such advance or repayment shall not limit or otherwise affect Borrower’s obligations underthis Note and the recognition by Holder of payments by Borrower of principal and interest underthis Note.17. Governing Law. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITYAND PERFORMANCE, THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THEINTERNAL LAWS OF THE STATE OF ARIZONA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE(WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF) AND ANY APPLICABLELAWS OF THE UNITED STATES OF AMERICA.18. Captions; Construction and Interpretation. The captions contained in this Noteare for convenience of reference only, do not constitute a part of this Note and are not to beconsidered in construing or interpreting this Note. Neither Borrower nor Holder shall be deemedthe drafter of this Note for purposes of construing the provisions of this Note. All provisions ofthis Note shall be construed in accordance with their fair meaning, and not strictly for or againstBorrower or Holder. Whenever used herein, the word “Borrower” shall be deemed to include itsrespective successors and assigns.19. WAIVER OF JURY TRIAL. BORROWER AND HOLDER (BY ACCEPTANCE THEREOF) HEREBY WAIVETHE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING BROUGHT TO RESOLVE ANY CLAIM,CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS NOTE, ANYOTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF WHICHPARTY INITIATES SUCH ACTION, SUIT OR OTHER PROCEEDING.
 
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20. Amendment. This Note may not be amended, modified, or changed, nor shall anywaiver of any provision hereof be effective, except only by an instrument in writing and signed byBorrower and Holder.21. Time. Time is of the essence of this Note.22. Successors and Assigns. This Note shall be binding upon the heirs, legatees andpersonal representatives of Borrower and shall inure to the benefit of the successors, assigns andparticipants of Holder.23. Notices. Any notice, demand, consent, approval, or other communication requiredor desired to be given under this Note (“Notices”) shall be in writing and shall bedirected to the parties at the addresses set forth herein. All Notices provided for or permittedby this Note shall be in writing and may be delivered by any one of the following methods: (a) bypersonal delivery, (b) by United States Postal Service, certified mail, return receipt requested(c) by prepaid deposit with an overnight express delivery service, or (d) by facsimile transmissionwith a confirmed copy of successful transmission, together with a copy sent by one of the othermethods of notice authorized by this Section. All Notices shall be effective upon receipt, whichabsent contrary proof, shall conclusively be presumed to occur not later than one (1) business dayafter deposit with an overnight express delivery service, three (3) business days following postingif transmitted by mail, or the date of transmission if sent by facsimile transmission. Each partyshall have the right to designate a different address by the giving of notice in conformity withthis Section. All notices shall be sent to:       Holder: FOC Financial Limited Partnership    2025 South Airport Boulevard    Chandler, Arizona 85249     Attn: Steven Fisher    Facsimile: 480.782.9152       Borrower: ProLink Solutions, LLC.    480 S. Benson Lane    Chandler, Arizona 85224     Attn: Lawrence Bain**[Signature appears on the following page]**
 
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**IN WITNESS WHEREOF,**Borrower has caused this Note to be executed and delivered by itsauthorized representatives as of the date first above written.       **BORROWER:**       **ProLink Solutions, llc,**  **A Delaware limited liability company**       By:         Name:         Title:       
 
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Exhibit “A”Ledger         Golf Course or   Advance Repayment RepaymentOwner Advance Date Amount Date Amount