**AMENDED
      AND RESTATED SECURITY AGREEMENT**




LV
      ADMINISTRATIVE SERVICES, INC.,


as
      Administrative and Collateral Agent




THE
      LENDERS


From
      Time
      to Time Party Hereto






PROLINK
      HOLDINGS CORP.




and




EACH
      ELIGIBLE SUBSIDIARY NAMED HEREIN




Dated:
      March 31, 2008











**TABLE
        OF CONTENTS**
  **Page**1.
              
              General
                  Definitions and Terms; Rules of Construction
              22.
              
              Loan
                  Facility and Closing Shares
              33.
              
              Repayment
                  of the Loans
              64.
              
              Procedure
                  for Revolving Loans
              75.
              
              Interest
                  and Payments
              76.
              
              Security
                  Interest
              107.
              
              Representations,
                  Warranties and Covenants Concerning the Collateral
              108.
              
              Payment
                  of Accounts
              139.
              
              Collection
                  and Maintenance of Collateral14
              1410.
              
              Inspections
                  and Appraisals
              1411.
              
              Financial
                  Reporting
              1512.
              
              Additional
                  Representations and Warranties
              1613.
              
              Covenants
              2814.
              
              Further
                  Assurances
              3615.
              
              Representations,
                  Warranties and Covenants of Lenders
              3616.
              
              Confidentiality
              3817.
              
              Power
                  of Attorney
              3918.
              
              Term
                  of Agreement
              4019.
              
              Termination
                  of Lien
              4020.
              
              Events
                  of Default
              4021.
              
              Remedies
              4322.
              
              Waivers
              4323.
              
              Expenses
              4424.
              
              Assignment;
                  Register
              4525.
              
              No
                  Waiver; Cumulative Remedies
              4526.
              
              Application
                  of Payments
              4527.
              
              Indemnity
              4628.
              
              Revival
              4629.
              
              Borrowing
                  Agency Provisions
              4630.
              
              Notices
              4731.
              
              Governing
                  Law, Jurisdiction and Waiver of Jury Trial
              4932.
              
              Limitation
                  of Liability
              5033.
              
              Entire
                  Understanding; Maximum Interest
              5034.
              
              Severability
              5135.
              
              Survival
              5136.
              
              Captions
              5137.
              
              Counterparts;
                  Signatures
              5138.
              
              Construction
              5139.
              
              Publicity
              5140.
              
              Joinder
              5241.
              
              Legends
              5242.
              
              Agency
              53




i




**AMENDED
      AND RESTATED SECURITY AGREEMENT**




This
      AMENDED AND RESTATED SECURITY AGREEMENT is made as of March 31, 2008 (as
      amended, restated, supplemented and/or modified from time to time, this
“ Agreement ”)
      by and
      among the lenders from time to time party hereto (the “ Lenders ”),
      LV
      ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and
      collateral agent for the Lenders (in such capacity, the “ Agent ”
and
      together with the Lenders, the “ Creditor
      Parties ”),
      PROLINK HOLDINGS CORP., a Delaware corporation (the “ Parent ”),
      and
      each party listed on Exhibit
      A attached
      hereto (each an “ Eligible
      Subsidiary ”
and
      collectively, the “ Eligible
      Subsidiaries ”;
      the
      Parent and each Eligible Subsidiary, each a “ Company ”
and
      collectively, the “ Companies ”).




**BACKGROUND**




The
      Companies have requested that the Lenders make advances available to the
      Companies and purchase term notes from the Companies; and




The
      Lenders have agreed to make such advances and purchase such notes on the terms
      and conditions set forth in this Agreement.




**AMENDMENT
      AND RESTATEMENT**




As
      of the
      date of this Agreement, the terms, conditions, covenants, agreements,
      representations and warranties contained in the Original Security Agreement
      shall be deemed amended and restated in their entirety as set forth in this
      Agreement and the Original Security Agreement shall be consolidated with and
      into and superseded by this Agreement; provided , however ,
      that
      nothing contained in this Agreement shall impair or affect the Liens on the
      Collateral heretofore pledged, granted and/or assigned by each Company to any
      Creditor Party as security for the Obligations under the Original Security
      Agreement.




**AGREEMENT**




NOW,
      THEREFORE, in consideration of the mutual covenants and undertakings and the
      terms and conditions contained herein, the parties hereto agree as
      follows:




1.  General
      Definitions and Terms; Rules of Construction .




(a)  General
      Definitions .
      Capitalized terms used in this Agreement shall have the meanings assigned to
      them in Annex A.




(b)  Accounting
      Terms .
      Any
      accounting terms used in this Agreement which are not specifically defined
      shall
      have the meanings customarily given them in accordance with GAAP and all
      financial computations shall be computed, unless specifically provided herein,
      in accordance with GAAP consistently applied.




(c)  Other
      Terms .
      All
      other terms used in this Agreement and defined in the UCC, shall have the
      meaning given therein unless otherwise defined herein.




2




(d)  Rules
      of Construction .
      All
      Schedules, Addenda, Annexes and Exhibits hereto or expressly identified to
      this
      Agreement are incorporated herein by reference and taken together with this
      Agreement constitute but a single agreement. The words “herein”, “hereof” and
“hereunder” or other words of similar import refer to this Agreement as a whole,
      including the Exhibits, Addenda, Annexes and Schedules thereto, as the same
      may
      be from time to time amended, modified, restated or supplemented, and not to
      any
      particular section, subsection or clause contained in this Agreement. Wherever
      from the context it appears appropriate, each term stated in either the singular
      or plural shall include the singular and the plural, and pronouns stated in
      the
      masculine, feminine or neuter gender shall include the masculine, the feminine
      and the neuter. The term “or” is not exclusive. The term “including” (or any
      form thereof) shall not be limiting or exclusive. All references to statutes
      and
      related regulations shall include any amendments of same and any successor
      statutes and regulations. All references in this Agreement or in the Schedules,
      Addenda, Annexes and Exhibits to this Agreement to sections, schedules,
      disclosure schedules, exhibits, and attachments shall refer to the corresponding
      sections, schedules, disclosure schedules, exhibits, and attachments of or
      to
      this Agreement. All references to any instruments or agreements, including
      references to any of this Agreement or the Ancillary Agreements shall include
      any and all modifications or amendments thereto and any and all extensions
      or
      renewals thereof.




2.  Loan
      Facility and Closing Shares .




(a)  Revolving




(i)  (A) Subject
      to the terms and conditions set forth herein and in the Ancillary Agreements,
      Lenders may make revolving loans (the “ Receivable
      Revolving Loans ”)
      to the
      Companies from time to time during the Revolver Term which, in the aggregate
      at
      any time outstanding, will not exceed the lesser of (x) (I) the Capital
      Availability Amount minus (II)
      such reserves as the Agent may reasonably in its good faith judgment deem proper
      and necessary from time to time (the “ Reserves ”) minus (III)
      the aggregate outstanding principal balance of the Purchase Order Revolving
      Loans and (y) an amount equal to (I) the Accounts Availability minus (II) the
      Reserves. The amount derived at any time from Section 2(a)(i)(A)(y)(I) minus
      2(a)(i)(A)(y)(II) shall be referred to as the “ Receivable
      Formula Amount ”.




(B)  Subject
      to the terms and conditions set forth herein and in the Ancillary Agreements,
      Lenders may make additional revolving loans (the “ Purchase
      Order Revolving Loans ”
      together with the Receivable Revolving Loans, the “ Revolving
      Loans ”)
      to the
      Companies from time to time during the Revolver Term which, in the aggregate
      at
      any time outstanding, will not exceed the lesser of (x)(I) the Capital
      Availability Amount minus (II) the
      Reserves minus (III)
      the aggregate outstanding principal balance of the Receivable Revolving Loans
      and (y) an amount equal to (I) the Purchase Order Availability minus (II) the
      Reserves. The amount derived at any time from Section 2(a)(i)(B)(y)(I) minus
      2(a)(i)(B)(y)(II) shall be referred to as the “ Purchase
      Order Formula Amount ”.




(C)  The
      Companies shall, jointly and severally, execute and deliver to each Lender
      on
      the Closing Date a Secured Revolving Note evidencing such Lender’s Revolving
      Commitment Percentage of the Capital Availability Amount. The Companies hereby
      each acknowledge and agree that each Lender’s obligation to purchase a Secured
      Revolving Note from the Companies on the Closing Date shall be contingent upon
      the satisfaction (or waiver by the Agent in its sole discretion) of the items
      and matters set forth in the closing checklist provided by the Agent to the
      Companies on or prior to the Closing Date. The Companies hereby each further
      acknowledge and agree that, immediately prior to each borrowing hereunder and
      immediately after giving effect thereto, the Companies shall be deemed to have
      certified to the Lenders that at the time of each such proposed borrowing and
      also after giving effect thereto (x) there shall exist no Event of Default,
      (y)
      all representations, warranties and covenants made by the Companies in
      connection with this Agreement and the Ancillary Agreements are true, correct
      and complete and (z) all of each Company’s and its respective Subsidiaries’
covenant requirements under this Agreement and the Ancillary Agreements have
      been met. The Companies hereby agree to provide a certificate confirming the
      foregoing concurrently with each request for a borrowing hereunder.




3






(ii)  Notwithstanding
      the limitations set forth above, if requested by any Company, the Agent retains
      the right to lend to such Company from time to time such amounts in excess
      of
      such limitations as Agent may determine in its sole discretion. In connection
      with each such request by one or more Companies (each an “ Overadvance
      Request ”),
      the
      Companies shall be deemed to have certified, as of the time of such proposed
      borrowing and immediately after giving effect thereto, to the satisfaction
      of
      all Overadvance Conditions. For purposes hereof, “ Overadvance
      Conditions ”
means
      (x) no Event of Default shall exist and be continuing as of such date; (y)
      all
      representations, warranties and covenants made by the Companies in connection
      with the Security Agreement and the Ancillary Agreements shall be true, correct
      and complete as of such date; and (z) the Companies and their respective
      Subsidiaries shall have taken all action necessary to grant the Agent “control”
over all of the Companies’ and their respective Subsidiaries’ Deposit Accounts
      (the “ Control
      Accounts ”),
      with
      any agreements establishing “control” to be in form and substance satisfactory
      to the Agent. “ Control ”
over
      such Control Accounts shall be released upon the indefeasible repayment in
      full
      and termination of the Overadvance (together with all accrued interest and
      fees
      which remain unpaid in respect thereof). The Companies hereby agree to provide
      a
      certificate confirming the satisfaction of the Overadvance Conditions
      concurrently with the Overadvance Request for same.




(iii)  The
      Companies acknowledge that, in the exercise of its reasonable credit judgment,
      the Agent may increase the advance percentages used in determining Accounts
      Availability and may decrease the advance percentages used in determining
      Accounts Availability for reasons relating to either an increase in dilution
      or
      other deterioration of the Accounts, in each case as determined by the Agent
      in
      its reasonable discretion. Each of the Companies hereby consent to any such
      increases or decreases which may limit or restrict advances requested by the
      Companies.




4




(iv)  If
      any
      interest, fees, costs or charges payable to the Creditor Parties hereunder
      are
      not paid when due, each of the Companies shall thereby be deemed to have
      requested, and each of the Lenders will be deemed to have made and the Agent
      will charge to the Companies’ account with a Revolving Loan immediately due and
      payable as of such date in an amount equal to such unpaid interest, fees, costs
      or charges; provided , however ,
      that
      the Agent may elect to extend the maturity of all or a portion of any such
      Revolving Loan at any time to a date that is on or prior to the maturity of
      the
      Loans made other than pursuant to this clause (iv).




(v)  If
      any
      Company at any time fails to perform or observe any of the covenants contained
      in this Agreement or any Ancillary Agreement, the Agent may, but need not,
      perform or observe such covenant on behalf and in the name, place and stead
      of
      such Company (or, at the Agent’s option, in the Agent’s name) and may, but need
      not, take any and all other actions which the Agent may deem necessary to cure
      or correct such failure (including the payment of taxes, the satisfaction of
      Liens, the performance of obligations owed to Account Debtors, lessors or other
      obligors, the procurement and maintenance of insurance, the execution of
      assignments, security agreements and financing statements, and the endorsement
      of instruments). The amount of all monies expended and all costs and reasonable
      expenses (including attorneys’ fees and legal expenses) incurred by the Agent in
      connection with or as a result of the performance or observance of such
      agreements or the taking of such action by the Agent shall be charged to the
      Companies’ account as a Revolving Loan and added to the Obligations. To
      facilitate the Agent’s performance or observance of such covenants by each
      Company, each Company hereby irrevocably appoints the Agent, or the Agent’s
      delegate, acting alone, as such Company’s attorney in fact (which appointment is
      coupled with an interest) with the right (but not the duty) from time to time
      to
      create, prepare, complete, execute, deliver, endorse or file in the name and
      on
      behalf of such Company any and all instruments, documents, assignments, security
      agreements, financing statements, applications for insurance and other
      agreements and writings required to be obtained, executed, delivered or endorsed
      by such Company.




(vi)  The
      Agent
      will account to Company Agent monthly with a statement of all Revolving Loans
      and other advances, charges and payments made pursuant to this Agreement, and
      such account rendered by the Agent shall be deemed final, binding and conclusive
      absent manifest error unless the Agent is notified by Company Agent in writing
      to the contrary within thirty (30) days of the date each account was rendered
      specifying the item or items to which objection is made.




(vii)  During
      the Revolver Term, the Companies may borrow, prepay and re-borrow Revolving
      Loans in accordance with the terms and conditions hereof.




(viii)  If
      any Eligible Account or any Eligible Credit Insured Account is not paid by
      the
      Account Debtor within ninety (90) days after the date that such Eligible Account
      or such Eligible Credit Insured Account, as applicable, was invoiced or if
      any
      Account Debtor asserts a deduction, dispute, contingency, set-off, or
      counterclaim with respect to any Eligible Account or any Eligible Credit Insured
      Account, (a “Delinquent Account”), the Companies shall jointly and
      severally (i) reimburse the Lenders for the amount of the Receivable Revolving
      Loans made with respect to such Delinquent Account plus an adjustment fee
      in an amount equal to one-half of one percent (0.50%) of the gross face amount
      of such Delinquent Account, or (ii) immediately replace such Delinquent Account
      with an otherwise Eligible Account or Eligible Credit Insured
      Account.




(ix)  If
      the
      Purchase Order Price set forth in any Eligible Purchase Order is not paid by
      the
      Approved Leasing Company within the lesser of (A) thirty (30) days of the date
      the Products set forth in such Eligible Purchase Order are shipped to the
      applicable Golf Course Customer and (B) the date the applicable Golf Course
      Customer rejects the Products delivered pursuant to such Purchase Order (a
      “ Delinquent
      Purchase Order ”),
      the
      Companies shall jointly and severally reimburse the Lenders for the amount
      of
      the Purchase Order Revolving Loan made with respect to such Delinquent Purchase
      Order plus an
      adjustment fee in an amount equal to one-half of one percent (0.50%) of the
      Purchase Price set forth in such Delinquent Purchase Order.




5




(b)  Term
      Loan .
      On the
      Original Closing Date, Calliope Capital Corporation (“ Calliope ”)
      made a
      term loan to the Companies in the original principal amount of $4,000,000,
      which
      was subsequently assigned by Calliope to Valens U.S. SPV I, LLC, Valens Offshore
      SPV I, Ltd. and PSource Structured Debt Limited (the “ Original
      Term Loan ”).
      On
      the Closing Date, the outstanding principal amount of the Original Term Loan
      is
      $4,000,000. Subject to the terms and conditions set forth herein and in the
      Ancillary Agreements, on the Closing Date, each Lender shall make an additional
      advance to the Companies in an aggregate amount equal to Two Million One Hundred
      Thousand Dollars ($2,100,000) (the “ Additional
      Advance ”).
      The
      Original Term Loan and the Additional Advance (collectively, the “ Term
      Loan ”)
      shall
      be, with respect to principal, payable in consecutive monthly installments
      of
      principal commencing on October 1, 2008 and on the first day of each month
      thereafter, subject to acceleration upon the occurrence of an Event of Default
      or termination of this Agreement. The Term Loan shall be evidenced by the
      Secured Convertible Term Notes. The Companies hereby acknowledge and agree
      that
      each Lender’s obligation to purchase a Secured Convertible Term Note on the
      Closing Date shall be contingent upon the satisfaction (or waiver by the Agent)
      of the items and matters set forth in the closing checklist provided by the
      Agent to the Companies on or prior to the Closing Date.




(c)  Closing
      Shares .
      In
      consideration of the Creditor Parties’ agreement to cause a proposal letter
      relating to the transactions contemplated by this Agreement to be issued to
      the
      Companies, Parent has previously issued to Laurus Master Fund, Ltd. an original
      stock certificate issued in its name evidencing all of the Closing Shares,
      which
      shares are subject to the same rights, conditions and restrictions as the Note
      Shares.




3.  Repayment
      of the Loans .
      The
      Companies (a) may prepay the Obligations from time to time in accordance with
      the terms and provisions of the Notes (and Section 18 hereof if such prepayment
      is due to a termination of this Agreement); (b) shall repay on the expiration
      of
      the Term Loan Term (i) the then aggregate outstanding principal balance of
      the
      Term Loan together with accrued and unpaid interest, fees and charges; and
      (ii)
      all other amounts owed the Lenders under the Secured Convertible Term Notes;
      (c)
      shall repay on the expiration of the Revolver Term (i) the then aggregate
      outstanding principal balance of the Revolving Loans together with accrued
      and
      unpaid interest, fees and charges; and (ii) all other Obligations in respect
      of
      the Revolving Loans owed the Creditor Parties under this Agreement and the
      Ancillary Agreements; (d) subject to Section 2(a)(ii), shall repay on any day
      on
      which the then aggregate outstanding principal balance of the Receivable
      Revolving Loans are in excess of the Receivable Formula Amount at such time,
      the
      Receivable Revolving Loans in an amount equal to such excess; and (e) subject
      to
      Section 2(a)(ii), shall repay on any day on which the then aggregate outstanding
      principal balance of the Purchase Order Revolving Loans are in excess of the
      Purchase Order Formula Amount at such time, Purchase Order Revolving Loans
      in an
      amount equal to such excess. Any payments of principal, interest, fees or any
      other amounts payable hereunder or under any Ancillary Agreement shall be made
      prior to 12:00 noon (New York time) on the due date thereof in immediately
      available funds.




6




4.  Procedure
      for Revolving Loans .
      Company
      Agent may by written notice request a borrowing of Revolving Loans prior to
      12:00 noon (New York time) on the Business Day of its request to incur, on
      the
      next Business Day, a Revolving Loan. Together with each request for a Revolving
      Loan (or at such other intervals as the Agent may request), Company Agent shall
      deliver to the Agent a Borrowing Base Certificate in the form of Exhibit
      B attached
      hereto, which shall be certified as true and correct by the Chief Executive
      Officer or Chief Financial Officer of Company Agent together with all supporting
      documentation relating thereto. All Revolving Loans shall be disbursed from
      whichever office or other place the Agent may designate from time to time and
      shall be charged to the Companies’ account on the Agent’s books. The proceeds of
      each Revolving Loan made by the Lenders shall be made available to Company
      Agent
      on the Business Day following the Business Day so requested in accordance with
      the terms of this Section 4 by way of credit to the applicable Company’s
      operating account maintained with such bank as Company Agent designated to
      the
      Agent. Any and all Obligations due and owing hereunder may be charged to the
      Companies’ account and shall constitute Revolving Loans.




5.  Interest
      and Payments .




(a)  Interest .




(i)  Except
      as
      modified by Section 5(a)(iii) below, the Companies shall jointly and severally
      pay interest at the Receivable Loan Contract Rate, the Purchase Order Contract
      Rate or Contract Rate, as applicable, on the unpaid principal balance of each
      Loan until such time as such Loan is collected in full in good funds in dollars
      of the United States of America.




(ii)  Interest
      and payments shall be computed on the basis of actual days elapsed in a year
      of
      360 days. At the Agent’s option, the Lenders may charge the Companies’ account
      for said interest.




(iii)  Effective
      upon the occurrence of any Event of Default and for so long as any Event of
      Default shall be continuing, the Receivable Loan Contract Rate, the Purchase
      Order Contract Rate and Contract Rate shall automatically be increased as set
      forth in the Notes (such increased rate, the “ Default
      Rate ”),
      and
      all outstanding Obligations, including unpaid interest, shall continue to accrue
      interest from the date of such Event of Default at the Default Rate applicable
      to such Obligations.




(iv)  In
      no
      event shall the aggregate interest payable hereunder or under any Note exceeds
      the maximum rate permitted under any applicable law or regulation, as in effect
      from time to time (the “ Maximum
      Legal Rate ”),
      and
      if any provision of this Agreement or any Ancillary Agreement is in
      contravention of any such law or regulation, interest payable under this
      Agreement and each Ancillary Agreement shall be computed on the basis of the
      Maximum Legal Rate (so that such interest will not exceed the Maximum Legal
      Rate).




(v)  The
      Companies shall jointly and severally pay principal, interest and all other
      amounts payable hereunder, or under any Ancillary Agreement, without any
      deduction whatsoever, including any deduction for any set-off or
      counterclaim.




7




(vi)  All
      Contract Rate payments made by any Company under the Secured Convertible Term
      Notes shall be made free and clear of, and without deduction or withholding
      for
      or on account of, any future Taxes hereafter imposed, levied, collected,
      withheld or assessed by any Governmental Authority, other than Excluded Taxes,
      but only to the extent such Taxes are imposed as a result of a change in the
      law
      of, or in the application of the law by, the relevant taxing jurisdiction after
      March 31, 2008. If any Non-Excluded Taxes or Other Taxes are required to be
      withheld from any amounts payable to any Creditor Party hereunder, the amounts
      so payable to such Creditor Party shall be increased to the extent necessary
      to
      yield to such Creditor Party (after payment of all Non-Excluded Taxes and Other
      Taxes, including those imposed on payments made pursuant to this paragraph
      (vi)
      of this Section 5(a)) interest or any such other amounts payable hereunder
      at
      the rates or in the amounts specified in this Agreement, provided , however ,
      that no
      Company shall be required to increase any such amounts payable to any Lender
      with respect to any Non-Excluded Taxes that are directly attributable to such
      Lender’s failure to comply with the requirements of paragraph (ix) of this
      Section 5(a); and provided , further , however ,
      that if
      any Company is required to increase the amounts payable to any Creditor Party
      by
      reason of this Section 5(a)(vi), such Company shall pay such increased amounts
      within ninety (90) day following the date on which such Non-Excluded Taxes
      or
      Other Taxes were withheld.




(vii)  In
      addition, the Companies shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable law.




(viii)  Whenever
      any Non-Excluded Taxes or Other Taxes are payable by any Company, as promptly
      as
      possible thereafter such Company shall send to the Agent for its own account
      or
      for the account of the relevant Lender, as the case may be, a certified copy
      of
      an original official receipt received by such Company showing payment thereof
      (or such other evidence reasonably satisfactory to the Agent). If such Company
      fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate
      taxing authority or fails to remit to the Agent the required receipts or other
      required documentary evidence, the Companies shall indemnify the Creditor
      Parties for any incremental taxes, interest or penalties that may become payable
      by any Creditor Party as a result of any such failure.




(ix)  Each
      Lender (or its assignee) that is not a “United States person,” as defined in
      Section 7701(a)(30) of the Code (a “ Non-U.S.
      Lender ”)
      shall,
      and hereby agrees to, deliver to the Company Agent and the Agent two completed
      originals of an appropriate U.S. Internal Revenue Service Form W-8, as
      applicable, or any subsequent versions thereof or successors thereto, properly
      completed and duly executed by such Non-U.S. Lender. Such forms shall be
      delivered by each Non-U.S. Lender on or before the date it becomes a party
      to
      this Agreement. In addition, each Non-U.S. Lender shall deliver such forms
      promptly upon the obsolescence or invalidity of any form previously delivered
      by
      such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Company
      Agent at any time it determines that it is no longer in a position to provide
      any previously delivered certificate to the Company Agent (or any other form
      of
      certification adopted by the U.S. taxing authorities for such purpose).
      Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
      not be required to deliver any form pursuant to this paragraph that such
      Non-U.S. Lender is not legally able to deliver.




8




(x)  The
      agreements in this Section shall survive the termination of this Agreement
      and
      the payment of the Loans and all other amounts payable hereunder or under any
      other Ancillary Agreement.




(b)  Payment;
      Certain Closing Conditions .




(i)  Payment.
      Subject to the terms of Section 5(b)(ii) below, the Companies shall, jointly
      and
      severally, pay (A) to Laurus Capital Management, LLC, the investment manager
      of
      certain of the Lenders (“LCM”), a non-refundable payment in an amount
      equal to $35,000; this amount, to be calculated on the Closing Date, equals
      the
      sum of three and one-half percent (3.50%) of the aggregate principal amount
      of
      the increase in the Secured Revolving Notes,
plus****reasonable expenses (including legal fees and
      expenses) incurred in connection with the entering into of this Agreement and
      the Ancillary Agreements, plus expenses incurred in connection with each
      of LCM and/or Lenders’ legal review and all other related matters; (B) to Valens
      Capital Management, LLC, the investment manager of certain of the Lenders
      (“VCM”), a non-refundable payment in an amount equal to $31,500; this
      amount, to be calculated at closing, equals the sum of one and one-half percent
      (1.50%) of the aggregate principal amount of the increase in the Secured
      Convertible Term Notes, plus****reasonable expenses
      (including legal fees and expenses) incurred in connection with the entering
      into of this Agreement and the Ancillary Agreements, plus expenses
      incurred in connection with each of VCM and/or Lenders’ legal review and all
      other related matters; (C) to Valens Offshore SPV I, Ltd., a non-refundable
      payment in an amount equal to $15,302.05 or two percent (2.00%) of the aggregate
      principal amount of the increase in such Lender’s Secured Convertible Term Note;
      (D) to PSource Structured Debt Limited, a non-refundable payment in an amount
      equal to $16,092.05 or two percent (2.00%) of the aggregate principal amount
      of
      the increase in such Lender’s Secured Convertible Term Note; (E) to Valens U.S.
      SPV I, LLC, a non-refundable payment in an amount equal to $5,302.95 or one
      percent (1.00%) of the aggregate principal amount of the increase in such
      Lender’s Secured Convertible Term Note; and (F) to Valens U.S. SPV I, LLC, an
      advance prepayment discount deposit equal to $5,302.95 or one percent (1.00%)
      of
      the aggregate principal amount of the increase in such Lender’s Secured
      Convertible Term Note. The payments set forth in clauses (i)(A), (B), (C),
      (D)
      and (E) above shall be deemed fully earned on the Closing Date and shall not
      be
      subject to rebate or proration for any reason. The payments set forth in clauses
      (i)(A) (net of any deposits previously paid by the Companies), (i)(B), (i)(C),
      (i)(D), (i)(E) and (i)(F) above shall be paid at closing out of funds held
      pursuant to a funds escrow agreement and a disbursement letter executed in
      connection herewith.




(ii)  Overadvance
      Payment. Without affecting the Lenders’ rights hereunder, each Overadvance
      shall bear additional interest at a rate equal to one percent (1.00%) per month
      of the amount of such Overadvance for all times such amounts shall be in excess
      of the Formula Amount. All amounts that are incurred pursuant to this Section
      5(b)(ii) shall be due and payable by the Companies monthly, in arrears, on
      the
      first Business Day of each calendar month and upon expiration of the Revolver
      Term.




(iii)  Purchase
      Order Revolving Loan Fee .
      Contemporaneously with the making of each Purchase Order Revolving Loan, the
      Companies shall jointly and severally pay to Agent, for the benefit of Lenders,
      a non-refundable fee in an amount equal to one percent (1.0%) of the principal
      amount of such Purchase Order Revolving Loan.




9






(iv)  Financial
      Information Default .
      Without
      affecting the Lenders’ other rights and remedies, in the event any Company fails
      to deliver the financial information required by Section 11 on or before the
      date required by this Agreement, the Companies shall jointly and severally
      pay
      each Lender its pro rata share of an aggregate fee in the amount of $250.00
      per
      week (or portion thereof) for each such failure until such failure is cured
      to
      the Agent’s satisfaction or waived in writing by the Agent. All amounts that are
      incurred pursuant to this Section 5(b)(iv) shall be due and payable upon receipt
      by the Companies of an invoice from the Agent for such amounts, which shall
      be
      paid monthly, in arrears, on the first Business Day of each calendar month
      and
      upon expiration of the Term.




6.  Security
      Interest .




(a)  To
      secure
      the prompt payment to the Creditor Parties of the Obligations, each Company
      hereby acknowledges and confirms that the Lenders have and shall continue to
      have a security interest in and Lien upon all of the Collateral heretofore
      granted by such Company to Calliope (and subsequently partially assigned to
      each
      Lenders) pursuant to the Original Security Agreement. In furtherance of the
      foregoing, to secure the prompt payment to the Creditor Parties of the
      Obligations, each Company hereby assigns, pledges and grants to the Agent,
      for
      the ratable benefit of the Creditor Parties, a continuing security interest
      in
      and Lien upon all of the Collateral. All of each Company’s Books and Records
      relating to the Collateral shall, until delivered to or removed by the Agent,
      be
      kept by such Company in trust for the Creditor Parties until the termination
      of
      this Agreement and the payment in full of all Obligations. Each confirmatory
      assignment schedule or other form of assignment hereafter executed by each
      Company shall be deemed to include the foregoing grant, whether or not the
      same
      appears therein.




(b)  Each
      Company hereby (i) authorizes the Agent to file any financing statements,
      continuation statements or other amendments thereto that (A) indicate the
      Collateral (1) as all assets and personal property of such Company or words
      of
      similar effect, regardless of whether any particular asset comprised in the
      Collateral falls within the scope of Article 9 of the UCC of the applicable
      jurisdiction, or (2) as being of an equal or lesser scope or with greater
      detail, and (B) contain any other information required by Part 5 of Article
      9 of
      the UCC for the sufficiency or filing office acceptance of any financing
      statement, continuation statement or other amendment and (ii) ratifies its
      authorization for the Agent to have filed any initial financial statements,
      or
      amendments thereto if filed prior to the date hereof. Each Company acknowledges
      that it is not authorized to file, and, except as expressly set forth in this
      Agreement, will not give any authorization to anyone other than the Agent
      (including pursuant to Section 9-509(b) of the UCC) to file, any financing
      statement or amendment or termination statement with respect to any financing
      statement without the prior written consent of the Agent and agrees that it
      will
      not do so without the prior written consent of the Agent, subject to such
      Company’s rights under Section 9-509(d)(2) of the UCC.




(c)  Each
      Company hereby grants to the Agent, for the ratable benefit of the Creditor
      Parties, an irrevocable, non-exclusive, worldwide license without payment of
      royalty or other compensation to such Company to upon the occurrence and during
      the continuance of an Event of Default use or otherwise exploit in any manner
      as
      to which authorization of the holder of such Intellectual Property would be
      required, and to license or sublicense such rights in to and under any
      Intellectual Property now or hereafter owned by or licensed to, such Company,
      and wherever the same may be located, and including in such license access
      to
      all media in which any of such Intellectual Property may be recorded or stored
      and to all software and hardware used for the compilation or printout thereof,
      and represents, promises and agrees that any such license or sublicense is
      not
      and will not be in conflict with the contractual or commercial rights of any
      third Person and subject, in the case of trademarks and service marks, to
      sufficient rights to quality control and inspection in favor of such Company
      to
      avoid the risk of invalidation of said trademarks and service marks. The
      foregoing license will terminate on the termination of this Agreement and the
      payment in full of all Obligations; provided , however ,
      that
      any license, sublicense, or other rights granted by the Agent pursuant to such
      license during its term in connection with any enforcement of remedies by Agent
      hereunder shall remain in effect in accordance with its terms.




(d)  Any
      proceeds received by the Agent from the foreclosure, sale, lease or other
      disposition of any of the Collateral shall be paid over to the Agent for
      application in accordance with Section 21.




7.  Representations,
      Warranties and Covenants Concerning the Collateral .
      Each
      Company represents, warrants (each of which such representations and warranties
      shall be deemed repeated upon the making of each request for a Loan and made
      as
      of the time of each and every Loan hereunder) and covenants as
      follows:




(a)  all
      of
      the Collateral (i) is owned by it free and clear of all Liens (including any
      claim of infringement) except those in the Agent’s, Calliope’s and the other
      Creditor Parties’ (as partial assignees of Calliope) favor and Permitted Liens
      and (ii) is not subject to any agreement prohibiting the granting of a Lien
      or
      requiring notice of or consent to the granting of a Lien.




(b)  it
      shall
      not encumber, mortgage, pledge, assign or grant any security interest in or
      Lien
      upon any Collateral or any other assets to anyone other than the Agent and
      the
      other Creditor Parties and except for Permitted Liens.




(c)  the
      Liens
      granted pursuant to this Agreement, upon the filing of UCC-1 financing
      statements in respect of each Company (or the District of Columbia Recorder
      of
      Deeds Office for each Company that is organized under the laws of a jurisdiction
      outside of the United States of America) in favor of the Agent in the applicable
      filing office of the state of organization of such Company (or the District
      of
      Columbia Recorder of Deeds Office for each Company that is organized under
      the
      laws of a jurisdiction outside of the United States of America), the recording
      of the Liens in favor of the Agent in the U.S. Patent and Trademark Office
      and
      the U.S. Copyright Office, as applicable, the taking of any actions required
      under the laws of jurisdictions outside the United States with respect to
      Intellectual Property included in the Collateral which is created under such
      laws, and the completion of the other filings and actions listed on Schedule
      7(c) (which,
      in the case of all filings and other documents referred to in said Schedule,
      have been delivered to the Agent in duly executed form) constitute valid
      perfected security interests in all of the Collateral in favor of the Agent
      as
      security for the prompt payment of the Obligations, enforceable in accordance
      with the terms hereof against any and all of its creditors and purchasers and
      such security interest is prior to all other Liens in existence on the date
      hereof.




10




(d)  no
      effective security agreement, mortgage, deed of trust, financing statement,
      equivalent security or Lien instrument or continuation statement covering all
      or
      any part of the Collateral is or will be on file or of record in any public
      office, except those relating to Permitted Liens.




(e)  it
      shall
      not dispose of any of the Collateral whether by sale, lease or otherwise except
      for Permitted Liens, the sale of Inventory in the ordinary course of business
      and for the disposition or transfer in the ordinary course of business during
      any fiscal year of obsolete and worn-out Equipment having an aggregate fair
      market value of not more than $25,000 and only to the extent that (i) the
      proceeds of any such disposition are used to acquire replacement Equipment
      which
      is subject to the Agent’s first priority security interest or are used to repay
      Loans or to pay general corporate expenses, or (ii) following the occurrence
      of
      an Event of Default which continues to exist the proceeds of which are remitted
      to the Agent to be held as cash collateral for the Obligations.




(f)  it
      shall
      defend the right, title and interest of the Agent in and to the Collateral
      against the claims and demands of all Persons whomsoever, and take such actions,
      including (i) all actions necessary to grant the Agent “control” of any
      Investment Property, Deposit Accounts, Letter-of-Credit Rights or electronic
      Chattel Paper owned by it, with any agreements establishing control to be in
      form and substance satisfactory to the Agent, (ii) the prompt (but in no event
      later than five (5) Business Days following the Agent’s request therefor)
      delivery to the Agent of all original Instruments, Chattel Paper, negotiable
      Documents and certificated Equity Interests owned by it (in each case,
      accompanied by stock powers, allonges or other instruments of transfer executed
      in blank), (iii) notification to third parties of the Agent’s interest in
      Collateral at the Agent’s request, and (iv) the institution of litigation
      against third parties as shall be prudent in order to protect and preserve
      its
      and/or the Agent’s respective and several interests in the
      Collateral.




(g)  it
      shall
      promptly, and in any event within five (5) Business Days after the same is
      acquired by it, notify the Agent of any commercial tort claim (as defined in
      the
      UCC) acquired by it and unless otherwise consented to by the Agent, it shall
      enter into a supplement to this Agreement granting to the Agent a Lien in such
      commercial tort claim.




(h)  it
      shall
      place notations upon its Books and Records and any of its financial statements
      to disclose the Agent’s Lien in the Collateral.




(i)  if
      it
      retains possession of any Chattel Paper or Instrument with the Agent’s consent,
      such Chattel Paper and Instruments shall be marked with the following legend:
      “This writing and obligations evidenced or secured hereby are subject to the
      security interest of LV Administrative Services, Inc., as agent.”
Notwithstanding the foregoing, upon the reasonable request of the Agent, such
      Chattel Paper and Instruments shall be delivered to the Agent.




11




(j)  it
      shall
      perform in a reasonable time all other steps requested by the Agent to create
      and maintain in the Agent’s favor a valid perfected first Lien in all Collateral
      subject only to Permitted Liens.




(k)  it
      shall
      notify the Agent promptly and in any event within three (3) Business Days after
      obtaining knowledge thereof (i) of any event or circumstance that, to its
      knowledge, would cause the Agent to consider any then existing Account as no
      longer constituting an Eligible Account or an Eligible Credit Insured Account,
      as the case may be; (ii) of any material delay in its performance of any of
      its
      obligations to any Account Debtor; (iii) of any assertion by any Account Debtor
      of any material claims, offsets or counterclaims; (iv) of any allowances,
      credits and/or monies granted by it to any Account Debtor; (v) of all material
      adverse information relating to the financial condition of an Account Debtor;
      (vi) of any material return of goods; and (vii) of any loss, damage or
      destruction of any of the Collateral.




(l)  all
      Eligible Accounts and Eligible Credit Insured Accounts (i) represent complete
      bona fide transactions which require no further act under any circumstances
      on
      its part to make such Accounts payable by the Account Debtors, (ii) are not
      subject to any present, future contingent offsets or counterclaims, and (iii)
      do
      not represent bill and hold sales, consignment sales, guaranteed sales, sale
      or
      return or other similar understandings or obligations of any Affiliate or
      Subsidiary of such Company. It has not made, nor will it make, any agreement
      with any Account Debtor for any extension of time for the payment of any
      Account, any compromise or settlement for less than the full amount thereof,
      any
      release of any Account Debtor from liability therefor, or any deduction
      therefrom except a discount or allowance for prompt or early payment allowed
      by
      it in the ordinary course of its business consistent with historical practice
      and as previously disclosed to the Agent in writing.




(m)  it
      shall
      keep and maintain its Equipment in good operating condition, except for ordinary
      wear and tear, and shall make all necessary repairs and replacements thereof
      so
      that the value and operating efficiency shall at all times be maintained and
      preserved. It shall not permit any such items to become a Fixture to real estate
      or accessions to other personal property.




(n)  it
      shall
      maintain and keep all of its Books and Records concerning the Collateral at
      its
      executive offices listed in Schedule
      12(aa) .




(o)  it
      shall
      maintain and keep the tangible Collateral at the addresses listed in Schedule
      12(aa) ,
      provided, that it may change such locations or open a new location, provided
      that it provides the Agent at least thirty (30) days prior written notice of
      such changes or new location and (ii) prior to such change or opening of a
      new
      location where Collateral having a value of more than $50,000 will be located,
      it executes and delivers to the Agent such agreements as are deemed reasonably
      necessary or prudent by the Agent, including landlord agreements, mortgagee
      agreements and warehouse agreements, each in form and substance satisfactory
      to
      the Agent, to adequately protect and maintain the Agent’s security interest in
      such Collateral.




(p)  Schedule
      7(p) lists
      all banks and other financial institutions at which it maintains deposits and/or
      other accounts, and such Schedule correctly identifies the name, address and
      telephone number of each such depository, the name in which the account is
      held,
      a description of the purpose of the account, and the complete account number.
      It
      shall not establish any depository or other bank account with any financial
      institution (other than the accounts set forth on Schedule
      7(p) )
      without
      the Agent’s prior written consent.




12




(q)  On
      the
      date hereof, its exact legal name (as indicated in the public record of its
      jurisdiction of organization), jurisdiction of organization, organizational
      identification number, if any, from the jurisdiction of organization, and the
      location of its chief executive office or sole place of business or principal
      residence, as the case may be, are specified on Schedule 7(q) .
      It has
      furnished to the Agent a certified charter, certificate of incorporation or
      other organization document and long-form good standing certificate as of a
      date
      which is recent to the date hereof. It is organized solely under the law of
      the
      jurisdiction so specified and has not filed any certificates of domestication,
      transfer or continuance in any other jurisdiction. Except as otherwise indicated
      on Schedule 7(q) ,
      the
      jurisdiction of its organization of formation is required to maintain a public
      record showing it to have been organized or formed. Except as specified on Schedule 7(q) ,
      it has
      not changed its name, jurisdiction of organization, chief executive office
      or
      sole place of business or its corporate structure in any way (e.g., by merger,
      consolidation, change in corporate form or otherwise) within the past five
      years
      and has not within the last five years become bound (whether as a result of
      merger or otherwise) as a grantor under a security agreement entered into by
      another Person, which has not heretofore been terminated.




(r)  It
      will
      not, except upon 30 days’ prior written notice to the Agent and delivery to the
      Agent of (i) all additional financing statements and other documents reasonably
      requested by the Agent to maintain the validity, perfection and priority of
      the
      security interests provided for herein and (ii) if applicable, a written
      supplement to Schedule 12(aa) showing
      any additional location at which Inventory or Equipment in excess of $50,000
      in
      the aggregate shall be kept: (A) change its jurisdiction of organization or
      the
      location of its chief executive office or sole place of business or principal
      residence from that referred to in Section 7(q); (B) change its name,
      identity or organizational structure; or (C) permit any of the Inventory or
      Equipment in excess of $50,000 in the aggregate to be kept at a location other
      than those listed on Schedule 12(aa) .




8.  Payment
      of Accounts .




(a)  Each
      Company will irrevocably direct all of its present and future Account Debtors
      and other Persons obligated to make payments constituting Collateral to make
      such payments directly to the lockboxes maintained by such Company (the
“ Lockboxes ”)
      with
      M&I Bank or such other financial institution accepted by the Agent in
      writing as may be selected by such Company (the “ Lockbox
      Bank ”)
      pursuant to the terms of the certain agreements among one or more Companies,
      the
      Agent and/or the Lockbox Bank. On or prior to the Closing Date, each Company
      shall and shall cause the Lockbox Bank to enter into all such documentation
      acceptable to the Agent pursuant to which, among other things, the Lockbox
      Bank
      agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks
      received therein to an account designated by the Agent in writing and (b) comply
      only with the instructions or other directions of the Agent concerning the
      Lockbox. All of each Company’s invoices, account statements and other written or
      oral communications directing, instructing, demanding or requesting payment
      of
      any Account of any Company or any other amount constituting Collateral shall
      conspicuously direct that all payments be made to the Lockbox or such other
      address as the Agent may direct in writing. If, notwithstanding the instructions
      to Account Debtors, any Company receives any payments, such Company shall
      immediately remit such payments to the Agent in their original form with all
      necessary endorsements. Until so remitted, such Company shall hold all such
      payments in trust for and as the property of the Agent for the ratable benefit
      of the Creditor Parties and shall not commingle such payments with any of its
      other funds or property.




13




(b)  At
      the
      Agent’s election, following the occurrence of an Event of Default which is
      continuing, the Agent may notify each Company’s Account Debtors of the Agent’s
      security interest in the Accounts, collect them directly and charge the
      collection costs and reasonable expenses thereof to Companies’ joint and several
      account.




9.  Collection
      and Maintenance of Collateral .




(a)  The
      Agent
      may verify each Company’s Accounts from time to time, but not more than three
      (3) times during the first three (3) fiscal quarters of any fiscal year, unless
      an Event of Default has occurred and is continuing, utilizing an audit control
      company or any other agent of the Agent or the Lenders.




(b)  Proceeds
      of Accounts received by the Agent will be deemed received on the Business Day
      after the Agent’s receipt of such proceeds in good funds in dollars of the
      United States of America to an account designated by the Agent. Any amount
      received by the Agent after 12:00 noon (New York time) on any Business Day
      shall
      be deemed received on the next Business Day.




(c)  As
      the
      Agent receives the proceeds of Accounts of any Company, it shall (i) apply
      such
      proceeds, as required, to amounts outstanding under the Secured Revolving Notes,
      and (ii) remit all such remaining proceeds (net of interest, fees and other
      amounts then due and owing to Creditor Parties hereunder) to Company Agent
      (for
      the benefit of the applicable Companies) upon request (but no more often than
      twice a week). Notwithstanding the foregoing, following the occurrence and
      during the continuance of an Event of Default, the Agent, at its option, may
      apply such proceeds to the Obligations in such order as the Agent shall
      elect.




10.  Inspections
      and Appraisals .
      At all
      times during normal business hours, the Agent, and/or any agent of the Agent
      shall have the right to (a) have access to, visit, inspect, review, evaluate
      and
      make physical verification and appraisals of each Company’s properties and the
      Collateral, (b) inspect, audit and copy (or take originals if necessary) and
      make extracts from each Company’s Books and Records, including management
      letters prepared by the Accountants, and (c) discuss with each Company’s
      directors, principal officers, and independent accountants, each Company’s
      business, assets, liabilities, financial condition, results of operations and
      business prospects. So long as no Default or Event of Default has occurred
      and
      is continuing, such inspection and appraisal rights shall be limited to once
      per
      fiscal quarter. Each Company will deliver to the Agent any instrument necessary
      for the Agent to obtain records from any service bureau maintaining records
      for
      such Company. If any internally prepared financial information, including that
      required under this Section is unsatisfactory in any manner to the Agent, the
      Agent may request that the Accountants review the same.




14




11.  Financial
      Reporting .
      Company
      Agent will deliver, or cause to be delivered, to the Creditor Parties each
      of
      the following, which shall be in form and detail acceptable to the
      Agent:




(a)  As
      soon
      as available, and in any event within one hundred four (104) days after the
      end
      of each fiscal year of the Parent, each Company’s audited financial statements
      with a report of independent certified public accountants of recognized standing
      selected by the Parent and acceptable to the Agent (the “ Accountants ”),
      which
      annual financial statements shall be without qualification and shall include
      each of the Parent’s and each of its Subsidiaries’ balance sheet as at the end
      of such fiscal year and the related statements of each of the Parent’s and each
      of its Subsidiaries’ income, retained earnings and cash flows for the fiscal
      year then ended, prepared on a consolidating and consolidated basis to include
      the Parent, each Subsidiary of the Parent and each of their respective
      affiliates, all in reasonable detail and prepared in accordance with GAAP,
      together with (i) if and when available, copies of any management letters
      prepared by the Accountants; and (ii) a certificate of the Parent’s President,
      Chief Executive Officer or Chief Financial Officer stating that such financial
      statements have been prepared in accordance with GAAP and whether or not such
      officer has knowledge of the occurrence of any Default or Event of Default
      hereunder and, if so, stating in reasonable detail the facts with respect
      thereto;




(b)  As
      soon
      as available and in any event within fifty (50) days after the end of each
      fiscal quarter that is not a fiscal year end of the Parent, an
      unaudited/internal balance sheet and statements of income, retained earnings
      and
      cash flows of each of the Parent’s and each of its Subsidiaries’ as at the end
      of and for such quarter and for the year to date period then ended, prepared
      on
      a consolidating and consolidated basis to include the Parent, each Subsidiary
      of
      the Parent and each of their respective affiliates, in reasonable detail and
      stating in comparative form the figures for the corresponding date and periods
      in the previous year, all prepared in accordance with GAAP, subject to year-end
      adjustments and accompanied by a certificate of the Parent’s President, Chief
      Executive Officer or Chief Financial Officer, stating (i) that such financial
      statements have been prepared in accordance with GAAP, subject to year-end
      audit
      adjustments, and (ii) whether or not such officer has knowledge of the
      occurrence of any Default or Event of Default hereunder not theretofore reported
      and remedied and, if so, stating in reasonable detail the facts with respect
      thereto;




(c)  As
      soon
      as available and in any event within fifteen (15) days after the end of each
      calendar month, an unaudited/internal balance sheet and statements of income,
      retained earnings and cash flows of each of the Parent and its Subsidiaries
      as
      at the end of and for such month and for the year to date period then ended,
      prepared on a consolidating and consolidated basis to include the Parent, each
      Subsidiary of the Parent and each of their respective affiliates, in reasonable
      detail and stating in comparative form the figures for the corresponding date
      and periods in the previous year, all prepared in accordance with GAAP, subject
      to year-end adjustments and accompanied by a certificate of the Parent’s
      President, Chief Executive Officer or Chief Financial Officer, stating (i)
      that
      such financial statements have been prepared in accordance with GAAP, subject
      to
      year-end audit adjustments, and (ii) whether or not such officer has knowledge
      of the occurrence of any Default or Event of Default hereunder not theretofore
      reported and remedied and, if so, stating in reasonable detail the facts with
      respect thereto;




15




(d)  Within
      fifteen (15) days after the end of each month (or more frequently if the Agent
      so requests), agings of each Company’s Accounts, unaudited trial balances and
      their accounts payable and a calculation of each Company’s Accounts, Eligible
      Accounts, Eligible Credit Insured Accounts and Eligible Purchase Orders, provided , however ,
      that if
      the Agent shall request the foregoing information more often than as set forth
      in the immediately preceding clause, each Company shall have fifteen (15) days
      from each such request to comply with the Agent’s demand;




(e)  Promptly
      after (i) the filing thereof, copies of the Parent’s most recent registration
      statements and annual, quarterly, monthly or other regular reports which the
      Parent files with the Securities and Exchange Commission (the “ SEC ”),
      and
      (ii) the issuance thereof, copies of such financial statements, reports and
      proxy statements as the Parent shall send to its stockholders;




(f)  Within
      fifteen (15) days after the end of each month (or more frequently if the Agent
      so requests), a list of unpaid Accounts relating to Purchase Order Invoices
      as
      of the last day of the proceeding month;




(g)  Together
      with each delivery of any financial statement pursuant to Section 11(a), 11(b)
      or 11(c), a Compliance Certificate duly executed by the President, Chief
      Executive Officer or Chief Financial Officer of the Parent that, among other
      things, (i) states that such financial statements have been prepared in
      accordance with GAAP, subject to year-end audit adjustments, (ii) shows in
      reasonable detail the calculations used in determining each financial covenant
      contained in Section 13(y) and (iii) states that no Default or Event of Default
      is continuing as of the date of delivery of such Compliance Certificate or,
      if a
      Default or Event of Default is continuing, states the nature thereof and the
      action that the Companies propose to take with respect thereto; and




(h)  Each
      Company shall deliver, or cause the applicable Subsidiary of each Company to
      deliver, such other information as the Agent shall reasonably
      request.




12.  Additional
      Representations and Warranties .
      Each
      Company hereby represents and warrants to each Creditor Party as
      follows:




(a)  Organization,
      Good Standing and Qualification .
      It and
      each of its Subsidiaries is a corporation, partnership or limited liability
      company, as the case may be, duly organized, validly existing and in good
      standing under the laws of its jurisdiction of organization. It and each of
      its
      Subsidiaries has the corporate, limited liability company or partnership, as
      the
      case may be, power and authority to own and operate its properties and assets
      and, insofar as it is or shall be a party thereto, to (i) execute and deliver
      this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes
      and the shares of Common Stock issuable upon conversion of the Secured
      Convertible Term Notes (the “ Note
      Shares ”),
      (iii)
      to issue and sell the Warrants and the shares of Common Stock issuable upon
      exercise of the Warrants (the “ Warrant
      Shares ”),
      and
      to (iv) carry out the provisions of this Agreement and the Ancillary Agreements
      and to carry on its business as presently conducted. The Parent had the power
      and the authority to issue the Closing Shares upon such date of issuance to
      Laurus Master Fund, Ltd. It and each of its Subsidiaries is duly qualified
      and
      is authorized to do business and is in good standing as a foreign corporation,
      partnership or limited liability company, as the case may be, in all
      jurisdictions in which the nature or location of its activities and of its
      properties (both owned and leased) makes such qualification necessary, except
      for those jurisdictions in which failure to do so has not had, or could not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect.




16




(b)  Subsidiaries .
      Each
      direct and indirect Subsidiary of each Company, the direct owner of such
      Subsidiary and its percentage ownership thereof, is set forth on Schedule 12(b) .




(c)  Capitalization;
      Voting Rights .




(i)  The
      authorized capital stock of the Parent, as of the date hereof consists of
      210,000,000 shares, of which (A) 200,000,000 are shares of Common Stock, par
      value $0.0001 per share, 48,038,107 shares of which are issued and outstanding
      and (B) 10,000,000 are shares of preferred stock, none of which are issued
      and
      outstanding. The authorized, issued and outstanding capital stock of each other
      Company and each Subsidiary of each Company is set forth on Schedule
      12(c) .




(ii)  Except
      as
      disclosed on Schedule
      12(c) ,
      other
      than: (A) the shares reserved for issuance under the Parent’s stock option
      plans; and (B) shares which may be issued pursuant to this Agreement and the
      Ancillary Agreements, there are no outstanding options, warrants, rights
      (including conversion or preemptive rights and rights of first refusal), proxy
      or stockholder agreements, or arrangements or agreements of any kind for the
      purchase or acquisition from the Parent of any of its securities. Except as
      disclosed on Schedule
      12(c) ,
      neither
      the offer or issuance of any of the Notes, the Closing Shares or the Warrants,
      or the issuance of any of the Warrant Shares or Note Shares, nor the
      consummation of any transaction contemplated hereby will result in a change
      in
      the price or number of any securities of the Parent outstanding, under
      anti-dilution or other similar provisions contained in or affecting any such
      securities.




(iii)  All
      issued and outstanding shares of the Parent’s Common Stock: (A) have been
      duly authorized and validly issued and are fully paid and non-assessable; and
      (B) were issued in compliance with all applicable state and federal laws
      concerning the issuance of securities.




(iv)  The
      rights, preferences, privileges and restrictions of the shares of the Common
      Stock are as stated in the Parent’s Certificate of Incorporation (the
“ Charter ”).
      The
      Warrant Shares and the Note Shares have been duly and validly reserved for
      issuance. When issued in compliance with the provisions of this Agreement and
      the Parent’s Charter, the Securities will be validly issued, fully paid and
      non-assessable, and will be free of any liens or encumbrances; provided , however ,
      that
      the Securities may be subject to restrictions on transfer under state and/or
      federal securities laws as set forth herein or as otherwise required by such
      laws at the time a transfer is proposed.




(d)  Authorization;
      Binding Obligations .
      All
      corporate, partnership or limited liability company, as the case may be, action
      on its and its Subsidiaries’ part (including their respective officers and
      directors) necessary for the authorization of this Agreement and the Ancillary
      Agreements, the performance of all of its and its Subsidiaries’ obligations
      hereunder and under the Ancillary Agreements on the Closing Date and, the
      authorization, issuance and delivery of the Notes, the Closing Shares and the
      Warrants has been taken or will be taken prior to the Closing Date. This
      Agreement and the Ancillary Agreements, when executed and delivered and to
      the
      extent it is a party thereto, will be its and its Subsidiaries’ valid and
      binding obligations enforceable against each such Person in accordance with
      their terms, except:




17




(i)  as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other laws of general application affecting enforcement of creditors’ rights;
      and




(ii)  general
      principles of equity that restrict the availability of equitable or legal
      remedies.




The
      issuance of the Notes and the subsequent conversion of the Secured Convertible
      Term Notes into Note Shares are not and will not be subject to any preemptive
      rights or rights of first refusal that have not been properly waived or complied
      with. The issuance of the Closing Shares is not and will not be subject to
      any
      preemptive rights or rights of first refusal that have not been properly waived
      or complied with. The issuance of the Warrants and the subsequent exercise
      of
      the Warrants for Warrant Shares are not and will not be subject to any
      preemptive rights or rights of first refusal that have not been properly waived
      or complied with.




(e)  Liabilities;
      Solvency . (i) Neither
      it nor any of its Subsidiaries has any liabilities, except current liabilities
      incurred in the ordinary course of business and liabilities disclosed in any
      Exchange Act Filings.




(ii)  Both
      before and after giving effect to (A) the Loans incurred on the Closing Date
      or
      such other date as Loans requested hereunder are made or incurred, (B) the
      disbursement of the proceeds of, or the assumption of the liability in respect
      of, such Loans pursuant to the instructions or agreement of any Company, (C)
      the
      payment and accrual of all transaction costs in connection with the foregoing
      and (D) the consummation of the transactions contemplated herein and in the
      Ancillary Agreements, each Company and each Subsidiary of each Company, is
      and
      will be, Solvent.




(f)  Agreements;
      Action .
      Except
      as set forth on Schedule
      12(f) or as
      disclosed in any Exchange Act Filings:




(i)  There
      are
      no agreements, understandings, instruments, contracts, proposed transactions,
      judgments, orders, writs or decrees to which it or any of its Subsidiaries
      is a
      party or to its knowledge by which it is bound which may involve: (A)
      obligations (contingent or otherwise) of, or payments to, it or any of its
      Subsidiaries in excess of $50,000 (other than obligations of, or payments to,
      it
      or any of its Subsidiaries arising from purchase or sale agreements entered
      into
      in the ordinary course of business); or (B) the transfer or license of any
      patent, copyright, trade secret or other proprietary right to or from it (other
      than licenses arising from the purchase of “off the shelf” or other standard
      products); or (C) provisions restricting the development, manufacture or
      distribution of its or any of its Subsidiaries’ products or services; or (D)
      indemnification by it or any of its Subsidiaries with respect to infringements
      of proprietary rights.




18




(ii)  Since
      June 30, 2007 (the “ Balance
      Sheet Date ”),
      neither it nor any of its Subsidiaries has: (A) declared or paid any dividends,
      or authorized or made any distribution upon or with respect to any class or
      series of its capital stock; (B) incurred any indebtedness for money borrowed
      or
      any other liabilities (other than ordinary course obligations) individually
      in
      excess of $50,000 or, in the case of indebtedness and/or liabilities
      individually less than $50,000, in excess of $100,000 in the aggregate; (C)
      made
      any loans or advances to any Person not in excess, individually or in the
      aggregate, of $100,000, other than ordinary advances for travel expenses; or
      (D)
      sold, exchanged or otherwise disposed of any of its assets or rights, other
      than
      the sale of its Inventory or obsolete Equipment in the ordinary course of
      business.




(iii)  Each
      Company maintains disclosure controls and procedures (“ Disclosure
      Controls ”)
      designed to ensure that information required to be disclosed by the Parent
      in
      the reports that it files or submits under the Exchange Act is recorded,
      processed, summarized, and reported, within the time periods specified in the
      rules and forms of the SEC.




(iv)  Each
      Company makes and keeps books, records, and accounts, that, in reasonable
      detail, accurately and fairly reflect the transactions and dispositions of
      its
      assets. Each Company maintains internal control over financial reporting
      (“ Financial
      Reporting Controls ”)
      designed by, or under the supervision of, its principal executive and principal
      financial officers, and effected by its board of directors, management, and
      other personnel, to provide reasonable assurance regarding the reliability
      of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with GAAP, including that:




(1)  transactions
      are executed in accordance with management’s general or specific
      authorization;




(2)  unauthorized
      acquisition, use, or disposition of the Parent’s assets that could have a
      material effect on the financial statements are prevented or timely
      detected;




(3)  transactions
      are recorded as necessary to permit preparation of financial statements in
      accordance with GAAP, and that its receipts and expenditures are being made
      only
      in accordance with authorizations of the Parent’s management and board of
      directors;




(4)  transactions
      are recorded as necessary to maintain accountability for assets;
      and




(5)  the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals, and appropriate action is taken with respect to any
      differences.




(v)  There
      is
      no weakness in any of its Disclosure Controls or Financial Reporting Controls
      that is required to be disclosed in any of the Exchange Act Filings, except
      as
      so disclosed.




19




For
      the
      purposes of subsections (i) and (ii) of this Section 12(f), all indebtedness,
      liabilities, agreements, understandings, instruments, contracts and proposed
      transactions involving the same Person (including Persons it or any of its
      applicable Subsidiaries has reason to believe are affiliated therewith or with
      any Subsidiary thereof) shall be aggregated for the purpose of meeting the
      individual minimum dollar amounts of such subsections.




(g)  Obligations
      to Related Parties .
      Except
      as set forth on Schedule
      12(g) ,
      neither
      it nor any of its Subsidiaries has any obligations to their respective officers,
      directors, stockholders or employees other than:




(i) for
      payment of salary for services rendered and for bonus payments;




(ii)  reimbursement
      for reasonable expenses incurred on its or its Subsidiaries’
behalf;




(iii)  for
      other
      standard employee benefits made generally available to all employees (including
      stock option agreements outstanding under any stock option plan approved by
      its
      and its Subsidiaries’ Board of Directors, as applicable); and




(iv)  obligations
      listed in its and each of its Subsidiary’s financial statements or disclosed in
      any of the Parent’s Exchange Act Filings.




Except
      as
      described above or set forth on Schedule
      12(g) ,
      none of
      its officers, directors or, to the best of its knowledge, key employees or
      stockholders, any of its Subsidiaries or any members of their immediate
      families, are indebted to it or any of its Subsidiaries, individually or in
      the
      aggregate, in excess of $50,000 or have any direct or indirect ownership
      interest in any Person with which it or any of its Subsidiaries is affiliated
      or
      with which it or any of its Subsidiaries has a business relationship, or any
      Person which competes with it or any of its Subsidiaries, other than passive
      investments in publicly traded companies (representing less than one percent
      (1.00 % )
      of such
      company) which may compete with it or any of its Subsidiaries. Except as
      described above, none of its officers, directors or stockholders, or any member
      of their immediate families, is, directly or indirectly, interested in any
      material contract with it or any of its Subsidiaries and no agreements,
      understandings or proposed transactions are contemplated between it or any
      of
      its Subsidiaries and any such Person. Except as set forth on Schedule
      12(g) ,
      neither
      it nor any of its Subsidiaries is a guarantor or indemnitor of any indebtedness
      of any other Person.




(h)  Changes .
      Since
      the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in
      any
      Schedule to this Agreement or to any of the Ancillary Agreements, there has
      not
      been:




(i)  any
      change in its or any of its Subsidiaries’ business, assets, liabilities,
      condition (financial or otherwise), properties, operations or prospects, which,
      individually or in the aggregate, has had, or could reasonably be expected
      to
      have, a Material Adverse Effect;




20




(ii)  any
      resignation or termination of any of its or its Subsidiaries’ officers, key
      employees or groups of employees;




(iii)  any
      material change, except in the ordinary course of business, in its or any of
      its
      Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity,
      warranty or otherwise;




(iv)  any
      damage, destruction or loss, whether or not covered by insurance, which has
      had,
      or could reasonably be expected to have, individually or in the aggregate,
      a
      Material Adverse Effect;




(v)  any
      waiver by it or any of its Subsidiaries of a valuable right or of a material
      debt owed to it;




(vi)  any
      direct or indirect material loans made by it or any of its Subsidiaries to
      any
      of its or any of its Subsidiaries’ stockholders, employees, officers or
      directors, other than advances made in the ordinary course of
      business;




(vii)  any
      material change in any compensation arrangement or agreement with any employee,
      officer, director or stockholder;




(viii)  any
      declaration or payment of any dividend or other distribution of its or any
      of
      its Subsidiaries’ assets;




(ix)  any
      labor
      organization activity related to it or any of its Subsidiaries;




(x)  any
      debt,
      obligation or liability incurred, assumed or guaranteed by it or any of its
      Subsidiaries, except those for immaterial amounts and for current liabilities
      incurred in the ordinary course of business;




(xi)  any
      sale,
      assignment, transfer, abandonment or other disposition of any Intellectual
      Property or other intangible assets owned by the Company or any of its
      Subsidiaries;




(xii)  any
      change in any material agreement to which it or any of its Subsidiaries is
      a
      party or by which either it or any of its Subsidiaries is bound which, either
      individually or in the aggregate, has had, or could reasonably be expected
      to
      have, individually or in the aggregate, a Material Adverse Effect;




(xiii)  any
      other
      event or condition of any character that, either individually or in the
      aggregate, has had, or could reasonably be expected to have, individually or
      in
      the aggregate, a Material Adverse Effect; or




(xiv)  any
      arrangement or commitment by it or any of its Subsidiaries to do any of the
      acts
      described in subsection (i) through (xiii) of this Section 12(h).




21




(i)  Title
      to Properties and Assets; Liens, Etc. Except
      as
      set forth on Schedule 12(i) ,
      it and
      each of its Subsidiaries has good and marketable title to their respective
      properties and assets (tangible or intangible), and good title to its leasehold
      interests, in each case subject to no Lien, other than Permitted Liens. All
      facilities, Equipment, Fixtures, vehicles and other properties owned, leased
      or
      used by it or any of its Subsidiaries are in good operating condition and repair
      and are reasonably fit and usable for the purposes for which they are being
      used. Except as set forth on Schedule
      12(i) ,
      it and
      each of its Subsidiaries is in compliance with all material terms of each lease
      to which it is a party or is otherwise bound.




(j)  Intellectual
      Property .




(i)  Each
      Company and each of its Subsidiaries owns or possesses sufficient legal rights
      to use all Intellectual Property necessary for its business as now conducted
      and, to the Company’s knowledge, as presently proposed to be conducted. There
      are no settlements or consents, covenants not to sue, non-assertion assurances,
      or releases to which any Company or any of its Subsidiaries is bound which
      adversely affects its rights to own or use any Intellectual
      Property.




(ii)  To
      each
      Company’s knowledge, the conduct of such Company’s and each of its Subsidiaries’
business as now conducted, and as presently proposed to be conducted, does
      not
      (and will not) result in any infringement or other violation of the rights
      of
      others.




(iii)  Schedule 12(j) (as such
      schedule may be amended or supplemented from time to time) sets forth a true
      and
      complete list of (A) all registrations and applications for Intellectual
      Property owned by each Company or any of its Subsidiaries filed or issued by
      any
      Intellectual Property registry and (B) all Intellectual Property licenses which
      are either material to the business of any Company or any of its Subsidiaries
      or
      relate to any material portion of a Company’s or any of its Subsidiaries’
Inventory, including licenses for standard software having a replacement value
      of more than $50,000. None of such Intellectual Property licenses are reasonably
      likely to be construed as an assignment of the licensed Intellectual Property
      to
      such Company or any of its Subsidiaries.




(iv)  There
      are
      no claims pending or, to best of any Company’s knowledge, threatened and neither
      any Company nor any of its Subsidiaries has received any other communications,
      alleging that, any Company or any of its Subsidiaries has infringed, diluted,
      misappropriated, or otherwise violated any Intellectual Property of any other
      person or entity, nor is any Company aware of any basis therefore.




(v)  No
      Company is aware of any infringement diluted, misappropriated, or other
      violation of its Intellectual Property by any other person or
      entity.




(vi)  No
      Company nor any of its Subsidiaries utilizes any inventions, trade secrets
      or
      other Intellectual Property of any of its employees, officers or contractors
      (or
      former employees, officers, or contractors) except for inventions, trade secrets
      or other Intellectual Property that is owned by a Company or any of its
      Subsidiaries as a matter of law or have been rightfully assigned to a Company
      or
      any of its Subsidiaries.




22






(k)  Compliance
      with Other Instruments .
      Neither
      it nor any of its Subsidiaries is in violation or default of (i) any term of
      its
      Charter, Bylaws or limited liability company agreement, or (ii) any provision
      of
      any indebtedness, mortgage, indenture, contract, agreement or instrument to
      which it is party or by which it is bound or of any judgment, decree, order
      or
      writ, which violation or default, in the case of this clause (ii), has had,
      or
      could reasonably be expected to have, either individually or in the aggregate,
      a
      Material Adverse Effect. The execution, delivery and performance of and
      compliance with this Agreement and the Ancillary Agreements to which it is
      a
      party, and the issuance of the Notes and the other Securities each pursuant
      hereto and thereto, will not, with or without the passage of time or giving
      of
      notice, result in any such material violation, or be in conflict with or
      constitute a default under any such term or provision, or result in the creation
      of any Lien upon any of its or any of its Subsidiary’s properties or assets or
      the suspension, revocation, impairment, forfeiture or non-renewal of any permit,
      license, authorization or approval applicable to it or any of its Subsidiaries,
      their businesses or operations or any of their assets or
      properties.




(l)  Litigation .
      Except
      as set forth on Schedule
      12(l) ,
      there
      is no action, suit, proceeding or investigation pending or, to its knowledge,
      currently threatened against it or any of its Subsidiaries that prevents it
      or
      any of its Subsidiaries from entering into this Agreement or the Ancillary
      Agreements, or from consummating the transactions contemplated hereby or
      thereby, or which has had, or could reasonably be expected to have, either
      individually or in the aggregate, a Material Adverse Effect, or could result
      in
      any change in its or any of its Subsidiaries’ current equity ownership, nor is
      it aware that there is any basis to assert any of the foregoing. Neither it
      nor
      any of its Subsidiaries is a party to or subject to the provisions of any order,
      writ, injunction, judgment or decree of any court or government agency or
      instrumentality. There is no action, suit, proceeding or investigation by it
      or
      any of its Subsidiaries currently pending or which it or any of its Subsidiaries
      intends to initiate.




(m)  Tax
      Returns and Payments .
      It and
      each of its Subsidiaries has timely filed all tax returns (federal, state and
      local) required to be filed by it. All taxes shown to be due and payable on
      such
      returns, any assessments imposed, and all other taxes due and payable by it
      and
      each of its Subsidiaries on or before the Closing Date, have been paid or will
      be paid prior to the time they become delinquent. Except as set forth on Schedule
      12(m) ,
      neither
      it nor any of its Subsidiaries has been advised:




(i)  that
      any
      of its returns, federal, state or other, have been or are being audited as
      of
      the date hereof; or




(ii)  of
      any
      adjustment, deficiency, assessment or court decision in respect of its federal,
      state or other taxes.




Neither
      it nor any of its Subsidiaries has any knowledge of any liability of any tax
      to
      be imposed upon its properties or assets as of the date of this Agreement that
      is not adequately provided for.




(n)  Employees .
      Except
      as set forth on Schedule
      12(n) ,
      neither
      it nor any of its Subsidiaries has any collective bargaining agreements with
      any
      of its employees. There is no labor union organizing activity pending or, to
      its
      knowledge, threatened with respect to it or any of its Subsidiaries. Except
      as
      disclosed in the Exchange Act Filings or on Schedule
      12(n) ,
      neither
      it nor any of its Subsidiaries is a party to or bound by any currently effective
      employment contract, deferred compensation arrangement, bonus plan, incentive
      plan, profit sharing plan, retirement agreement or other employee compensation
      plan or agreement. To its knowledge, none of its or any of its Subsidiaries’
employees, nor any consultant with whom it or any of its Subsidiaries has
      contracted, is in violation of any term of any employment contract, proprietary
      information agreement or any other agreement relating to the right of any such
      individual to be employed by, or to contract with, it or any of its Subsidiaries
      because of the nature of the business to be conducted by it or any of its
      Subsidiaries; and to its knowledge the continued employment by it and its
      Subsidiaries of their present employees, and the performance of its and its
      Subsidiaries contracts with its independent contractors, will not result in
      any
      such violation. Neither it nor any of its Subsidiaries is aware that any of
      its
      or any of its Subsidiaries’ employees is obligated under any contract (including
      licenses, covenants or commitments of any nature) or other agreement, or subject
      to any judgment, decree or order of any court or administrative agency that
      would interfere with their duties to it or any of its Subsidiaries. Neither
      it
      nor any of its Subsidiaries has received any notice alleging that any such
      violation has occurred. Except for employees who have a current effective
      employment agreement with it or any of its Subsidiaries, none of its or any
      of
      its Subsidiaries’ employees has been granted the right to continued employment
      by it or any of its Subsidiaries or to any material compensation following
      termination of employment with it or any of its Subsidiaries. Except as set
      forth on Schedule 12(n) ,
      neither
      it nor any of its Subsidiaries is aware that any officer, key employee or group
      of employees intends to terminate his, her or their employment with it or any
      of
      its Subsidiaries, as applicable, nor does it or any of its Subsidiaries have
      a
      present intention to terminate the employment of any officer, key employee
      or
      group of employees.




23






(o)  Registration
      Rights and Voting Rights .
      Except
      as set forth on Schedule 12(o) and
      except as disclosed in Exchange Act Filings, neither it nor any of its
      Subsidiaries is presently under any obligation, and neither it nor any of its
      Subsidiaries has granted any rights, to register any of its or any of its
      Subsidiaries’ presently outstanding securities or any of its securities that may
      hereafter be issued. Except as set forth on Schedule 12(o) and
      except as disclosed in Exchange Act Filings, to its knowledge, none of its
      or
      any of its Subsidiaries’ stockholders has entered into any agreement with
      respect to its or any of its Subsidiaries’ voting of equity
      securities.




(p)  Compliance
      with Laws; Permits .
      Neither
      it nor any of its Subsidiaries is in violation of the Sarbanes-Oxley Act of
      2002
      or any SEC related regulation or rule or any rule of the Principal Market
      promulgated thereunder or any other applicable statute, rule, regulation, order
      or restriction of any domestic or foreign government or any instrumentality
      or
      agency thereof in respect of the conduct of its business or the ownership of
      its
      properties which has had, or could reasonably be expected to have, either
      individually or in the aggregate, a Material Adverse Effect. No governmental
      orders, permissions, consents, approvals or authorizations are required to
      be
      obtained and no registrations or declarations are required to be filed in
      connection with the execution and delivery of this Agreement or any Ancillary
      Agreement and the issuance of any of the Securities, except such as have been
      duly and validly obtained or filed, or with respect to any filings that must
      be
      made after the Closing Date, as will be filed in a timely manner. It and each
      of
      its Subsidiaries has all material franchises, permits, licenses and any similar
      authority necessary for the conduct of its business as now being conducted
      by
      it, the lack of which could, either individually or in the aggregate, reasonably
      be expected to have a Material Adverse Effect.




(q)  Environmental
      and Safety Laws .
      Neither
      it nor any of its Subsidiaries is in violation of any applicable statute, law
      or
      regulation relating to the environment or occupational health and safety, and
      to
      its knowledge, no material expenditures are or will be required in order to
      comply with any such existing statute, law or regulation. Except as set forth
      on
      Schedule 12(q), no Hazardous Materials (as defined below) are used or have
      been
      used, stored, or disposed of by any Company or any of its Subsidiaries or,,
      or
      to their knowledge, by any other Person on any property owned, leased or used
      by
      it or any of its Subsidiaries. For the purposes of the preceding sentence,
      “Hazardous Materials” shall mean:




(i)  materials
      which are listed or otherwise defined as “hazardous” or “toxic” under any
      applicable local, state, federal and/or foreign laws and regulations that govern
      the existence and/or remedy of contamination on property, the protection of
      the
      environment from contamination, the control of hazardous wastes, or other
      activities involving hazardous substances, including building materials;
      and




24




(ii)  any
      petroleum products or nuclear materials.




(r)  Valid
      Offering .
      Assuming the accuracy of the representations and warranties of the Lenders
      contained in this Agreement, the offer and issuance of the Securities will
      be
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “ Securities
      Act ”),
      and
      will have been registered or qualified (or are exempt from registration and
      qualification) under the registration, permit or qualification requirements
      of
      all applicable state securities laws.




(s)  Full
      Disclosure .
      It and
      each of its Subsidiaries has provided the Lenders with all information requested
      by the Lenders in connection with the Lenders’ decision to enter into this
      Agreement. Neither this Agreement, the Ancillary Agreements nor the exhibits
      and
      schedules hereto and thereto nor any other document, including, without
      limitation, the responses contained in any questionnaire provided to any Company
      by the Agent, delivered by it or any of its Subsidiaries to the Agent or their
      attorneys or agents in connection herewith or therewith or with the transactions
      contemplated hereby or thereby, contain any untrue statement of a material
      fact
      nor omit to state a material fact necessary in order to make the statements
      contained herein or therein, in light of the circumstances in which they are
      made, not misleading. Any financial projections and other estimates provided
      to
      the Lenders by it or any of its Subsidiaries were prepared in good faith based
      on assumptions believed to be reasonable at the time.




(t)  Insurance .
      It and
      each of its Subsidiaries has general commercial, product liability, fire and
      casualty insurance policies with coverages which it believes are customary
      for
      companies similarly situated to it and each of its Subsidiaries in the same
      or
      similar business.




(u)  SEC
      Reports and Financial Statements .
      Except
      as set forth on Schedule 12(u) ,
      it and
      each of its Subsidiaries has filed all proxy statements, reports and other
      documents required to be filed by it under the Exchange Act. The Parent has
      furnished the Lenders with copies of: (i) its Annual Report on Form 10-KSB
      for
      its fiscal year ended December 31, 2006; and (ii) its Quarterly Reports on
      Form
      10-QSB for its fiscal quarters ended March 31, 2007 and June 30, 2007, and
      the
      Form 8-K filings which it has made during its fiscal year 2007 to date
      (collectively, the “ SEC
      Reports ”).
      Except as set forth on Schedule
      12(u) ,
      each
      SEC Report was, at the time of its filing, in substantial compliance with the
      requirements of its respective form and none of the SEC Reports, nor the
      financial statements (and the notes thereto) included in the SEC Reports, as
      of
      their respective filing dates, contained any untrue statement of a material
      fact
      or omitted to state a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading. Such financial statements have been prepared in
      accordance with GAAP applied on a consistent basis during the periods involved
      (except (i) as may be otherwise indicated in such financial statements or the
      notes thereto or (ii) in the case of unaudited interim statements, to the extent
      they may not include footnotes or may be condensed) and fairly present in all
      material respects the financial condition, the results of operations and cash
      flows of the Parent and its Subsidiaries, on a consolidated basis, as of, and
      for, the periods presented in each such SEC Report.




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(v)  Listing .
      The
      Common Stock is listed or quoted, as applicable, on the Principal Market and
      satisfies all requirements for the continuation of such listing or quotation,
      as
      applicable, and the Parent shall do all things necessary for the continuation
      of
      such listing or quotation, as applicable. The Parent has not received any notice
      that its Common Stock will be delisted from, or no longer quoted on, as
      applicable, the Principal Market or that its Common Stock does not meet all
      requirements for such listing or quotation, as applicable.




(w)  No
      Integrated Offering .
      Neither
      it, nor any of its Subsidiaries nor any of its Affiliates, nor any Person acting
      on its or their behalf, has directly or indirectly made any offers or sales
      of
      any security or solicited any offers to buy any security under circumstances
      that would cause the offering of the Securities pursuant to this Agreement
      or
      any Ancillary Agreement to be integrated with prior offerings by it for purposes
      of the Securities Act which would prevent it from issuing the Securities
      pursuant to Rule 506 under the Securities Act, or any applicable
      exchange-related stockholder approval provisions, nor will it or any of its
      Affiliates or Subsidiaries take any action or steps that would cause the
      offering of the Securities to be integrated with other offerings.




(x)  Stop
      Transfer .
      The
      Securities are restricted securities as of the date of this Agreement. Neither
      it nor any of its Subsidiaries will issue any stop transfer order or other
      order
      impeding the sale and delivery of any of the Securities at such time as the
      Securities are registered for public sale or an exemption from registration is
      available, except as required by state and federal securities laws.




(y)  Dilution .
      It
      specifically acknowledges that (i) the Parent’s issuance of the Closing Shares,
      (ii) the Parent’s obligation to issue the shares of Common Stock upon conversion
      of the Secured Convertible Term Notes, and (iii) the Parent’s obligation to
      issue the shares of Common Stock upon exercise of the Warrants is binding upon
      the Parent and enforceable regardless of the dilution such issuance may have
      on
      the ownership interests of other shareholders of the Parent.




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(z)  Patriot
      Act .
      It
      certifies that, to the best of its knowledge, neither it nor any of its
      Subsidiaries has been designated, nor is or shall be owned or controlled, by
      a
“suspected terrorist” as defined in Executive Order 13224. It hereby
      acknowledges that each of the Creditor Parties seeks to comply with all
      applicable laws concerning money laundering and related activities. In
      furtherance of those efforts, it hereby represents, warrants and covenants
      that:
      (i) none of the cash or property that it or any of its Subsidiaries will pay
      or
      will contribute to any Creditor Party has been or shall be derived from, or
      related to, any activity that is deemed criminal under United States law; and
      (ii) no contribution or payment by it or any of its Subsidiaries to any Creditor
      Party, to the extent that they are within its or any such Subsidiary’s control
      shall cause such Creditor Party to be in violation of the United States Bank
      Secrecy Act, the United States International Money Laundering Control Act of
      1986 or the United States International Money Laundering Abatement and
      Anti-Terrorist Financing Act of 2001. It shall promptly notify the Agent if
      any
      of these representations, warranties and covenants ceases to be true and
      accurate regarding it or any of its Subsidiaries. It shall provide any Creditor
      Party with any additional information regarding it and each Subsidiary thereof
      that such Creditor Party deems necessary or convenient to ensure compliance
      with
      all applicable laws concerning money laundering and similar activities. It
      understands and agrees that if at any time it is discovered that any of the
      foregoing representations, warranties and covenants are incorrect, or if
      otherwise required by applicable law or regulation related to money laundering
      or similar activities, the Creditor Parties may undertake appropriate actions
      to
      ensure compliance with applicable law or regulation, including but not limited
      to segregation and/or redemption of any Lender’s investment in it. It further
      understands that the Creditor Parties may release confidential information
      about
      it and its Subsidiaries and, if applicable, any underlying beneficial owners,
      to
      proper authorities if such Creditor Party, in its sole discretion, determines
      that it is in the best interests of such Creditor Party in light of relevant
      rules and regulations under the laws set forth in subsection (ii)
      above.




(aa)  Company
      Name; Locations of Offices, Records and Collateral.
      Schedule 12(aa) sets
      forth each Company’s name as it appears in official filings in the jurisdiction
      of its organization, the type of entity of each Company, the organizational
      identification number issued by each Company’s jurisdiction of organization or a
      statement that no such number has been issued, each Company’s jurisdiction of
      organization, and the location of each Company’s chief executive office,
      corporate offices, warehouses, other locations of Collateral and locations
      where
      records with respect to Collateral are kept (including in each case the county
      of such locations) and, except as set forth in such Schedule
      12(aa) ,
      such
      locations have not changed during the preceding twelve months. As of the Closing
      Date, during the prior five years, except as set forth in Schedule
      12(aa) ,
      no
      Company has been known as or conducted business in any other name (including
      trade names). Each Company has only one state of organization.




(bb)  ERISA .
      Based
      upon the Employee Retirement Income Security Act of 1974 (“ ERISA ”),
      and
      the regulations and published interpretations thereunder: (i) neither it nor
      any
      of its Subsidiaries has engaged in any Prohibited Transactions (as defined
      in
      Section 406 of ERISA and Section 4975 of the Code); (ii) it and each of its
      Subsidiaries has met all applicable minimum funding requirements under Section
      302 of ERISA in respect of its plans; (iii) neither it nor any of its
      Subsidiaries has any knowledge of any event or occurrence which would cause
      the
      Pension Benefit Guaranty Corporation to institute proceedings under Title IV
      of
      ERISA to terminate any employee benefit plan(s); (iv) neither it nor any of
      its
      Subsidiaries has any fiduciary responsibility for investments with respect
      to
      any plan existing for the benefit of persons other than its or such Subsidiary’s
      employees; and (v) neither it nor any of its Subsidiaries has withdrawn,
      completely or partially, from any multi-employer pension plan so as to incur
      liability under the Multiemployer Pension Plan Amendments Act of
      1980.




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(cc)  Status
      of Obligations .
      All of
      the Obligations shall be reported as debt for U.S. federal income tax purposes
      on all applicable tax returns filed by each Company, and no Company shall take
      a
      position on any tax return or in any judicial or administrative proceeding
      that
      is inconsistent with such characterization (unless otherwise required by
      law).




(dd)  Investor
      First Refusal Rights .
      All
      Investor First Refusal Rights and all other similar rights granted to any Person
      are as set forth on Schedule 12(dd) attached hereto. An RFO Notice (as defined
      in the SPA) has been sent by the Parent to each Qualifying Investor (as defined
      in the SPA) in accordance and in compliance with the terms of the SPA. Each
      Qualifying Investor has either waived in writing its Investor First Refusal
      Rights with respect to the transactions contemplated by this Agreement or waived
      such Investor First Refusal Rights as a result of such Qualifying Investor
      not
      electing to exercise such rights within the requisite time period set forth
      in
      the SPA.




(ee)  ProLink
      UK .
      ProLink
      UK does not engage in any business of a material nature or own any
      assets.




13.  Covenants .
      Each
      Company, as applicable, covenants and agrees with the Creditor Parties as
      follows:




(a)  Stop-Orders .
      The
      Parent shall advise the Agent, promptly after it receives notice of issuance
      by
      the SEC, any state securities commission or any other regulatory authority
      of
      any stop order or of any order preventing or suspending any offering of any
      securities of the Parent, or of the suspension of the qualification of the
      Common Stock for offering or sale in any jurisdiction, or the initiation of
      any
      proceeding for any such purpose.




(b)  Listing .
      The
      Parent shall promptly secure the listing or quotation, as applicable, of the
      Closing Shares and of the shares of Common Stock issuable upon conversion of
      the
      Secured Convertible Term Notes and exercise of the Warrants on the Principal
      Market upon which shares of Common Stock are listed or quoted, as applicable,
      (subject to official notice of issuance) and shall maintain such listing or
      quotation, as applicable, so long as any other shares of Common Stock shall
      be
      so listed or quoted, as applicable. The Parent shall maintain the listing or
      quotation, as applicable, of its Common Stock on the Principal Market, and
      will
      comply in all material respects with the Parent’s reporting, filing and other
      obligations under the bylaws or rules of the National Association of Securities
      Dealers (“ NASD ”)
      and
      such exchanges, as applicable.




(c)  Market
      Regulations .
      The
      Parent shall notify the SEC, NASD and applicable state authorities, in
      accordance with their requirements, of the transactions contemplated by this
      Agreement, and shall take all other necessary action and proceedings as may
      be
      required and permitted by applicable law, rule and regulation, for the legal
      and
      valid issuance of the Securities to the Lenders and promptly provide copies
      thereof to the Agent.




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(d)  Reporting
      Requirements .
      The
      Parent shall timely file with the SEC all reports required to be filed pursuant
      to the Exchange Act and refrain from terminating its status as an issuer
      required by the Exchange Act to file reports thereunder even if the Exchange
      Act
      or the rules or regulations thereunder would permit such
      termination.




(e)  Use
      of
      Funds .
      It
      shall use the proceeds of the Loans for general working capital purposes
      only.




(f)  Access
      to Facilities .
      It
      shall, and shall cause each of its Subsidiaries to, permit any representatives
      designated by the Agent (or any successor of the Agent), upon reasonable notice
      and during normal business hours, at Company’s expense and accompanied by a
      representative of Company Agent (provided that (i) no such prior notice shall
      be
      required to be given and no such representative shall be required to accompany
      the Agent in the event the Agent believes such access is necessary to preserve
      or protect the Collateral or following the occurrence and during the continuance
      of an Event of Default, and (ii) such inspections and examinations shall be
      limited to once per calendar quarter unless a Default or an Event of Default
      has
      occurred and is continuing or the Agent believes such access is necessary to
      preserve or protect the Collateral), to:




(i)  visit
      and
      inspect any of its or any such Subsidiary’s properties;




(ii)  examine
      its or any such Subsidiary’s corporate and financial records (unless such
      examination is not permitted by federal, state or local law or by contract)
      and
      make copies thereof or extracts therefrom; and




(iii)  discuss
      its or any such Subsidiary’s affairs, finances and accounts with its or any such
      Subsidiary’s directors, officers and Accountants.




Notwithstanding
      the foregoing, neither it nor any of its Subsidiaries shall provide any
      material, non-public information to the Agent unless the Agent signs a
      confidentiality agreement and otherwise complies with Regulation FD, under
      the
      federal securities laws.




(g)  Taxes .
      It
      shall, and shall cause each of its Subsidiaries to, promptly pay and discharge,
      or cause to be paid and discharged, when due and payable, all lawful taxes,
      assessments and governmental charges or levies imposed upon it and its
      Subsidiaries’ income, profits, property or business, as the case may be; provided , however ,
      that
      any such tax, assessment, charge or levy need not be paid currently if (i)
      the
      validity thereof shall currently and diligently be contested in good faith
      by
      appropriate proceedings, (ii) such tax, assessment, charge or levy shall have
      no
      effect on the Lien priority of the Agent in the Collateral, and (iii) if it
      and/or such Subsidiary, as applicable, shall have set aside on its and/or such
      Subsidiary’s books adequate reserves with respect thereto in accordance with
      GAAP; and provided, further, that it shall, and shall cause each of its
      Subsidiaries to, pay all such taxes, assessments, charges or levies forthwith
      upon the commencement of proceedings to foreclose any lien which may have
      attached as security therefor.




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(h)  Insurance .




(i)  It
      shall
      bear the full risk of loss from any loss of any nature whatsoever with respect
      to the Collateral and it and each of its Subsidiaries will, jointly and
      severally, bear the full risk of loss from any loss of any nature whatsoever
      with respect to the assets pledged to the Agent as security for the Obligations.
      Furthermore, it will insure or cause the Collateral to be insured in the Agent’s
      name as an additional insured and lender loss payee, with an appropriate loss
      payable endorsement in form and substance satisfactory to the Agent, against
      loss or damage by fire, flood, sprinkler leakage, theft, burglary, pilferage,
      loss in transit and other risks customarily insured against by companies in
      similar business similarly situated as it and its Subsidiaries including but
      not
      limited to workers compensation, public and product liability and business
      interruption, and such other hazards as the Agent shall specify in amounts
      and
      under insurance policies and bonds by insurers acceptable to the Agent and
      all
      premiums thereon shall be paid by such Company and the policies delivered to
      the
      Agent. If any such Company fails to obtain the insurance and in such amounts
      of
      coverage as otherwise required pursuant to this Section (h), the Agent may
      procure such insurance and the cost thereof shall be promptly reimbursed by
      the
      Companies, jointly and severally, and shall constitute Obligations.




(ii)  No
      Company’s insurance coverage shall be impaired or invalidated by any act or
      neglect of any Company or any of its Subsidiaries and the insurer will provide
      the Agent with no less than thirty (30) days notice prior of
      cancellation;




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(iii)  The
      Agent, in connection with its status as a lender loss payee, will be assigned
      at
      all times to a first lien position until such time as all Obligations have
      been
      indefeasibly satisfied in full.




(i)  Intellectual
      Property .
      Each
      Company and each of its Subsidiaries:




(i)  shall
      maintain in full force and effect its existence, rights and franchises and
      all
      licenses and other rights to own or use Intellectual Property including
      registrations and applications therefore, that are necessary to the conduct
      of
      its business, as now conducted or as presently proposed to be conducted, and
      shall not do any act or omit to do any act whereby any of such Intellectual
      Property may lapse, or become abandoned, dedicated to the public, or
      unenforceable, or the Lien therein in favor of the Agent for the ratable benefit
      of the Creditor Parties would be adversely affected;




(ii)  shall
      report to the Agent (A) the filing of any application to register a Copyright
      no
      later than ten (10) days after such filing occurs (B) the filing of any
      application to register any other Intellectual Property with any other
      Intellectual Property registry, and the issuance thereof, no later than thirty
      (30) days after such filing or issuance occurs and, in each case, shall,
      simultaneously with such report, deliver to the Agent fully-executed documents
      required to acknowledge, confirm, register, record or perfect the Lien in such
      Intellectual Property. In addition, each Company and each of its Subsidiaries
      hereby authorize the Agent to modify this Agreement by amending Schedule 12(j) to
      include any registrations or applications for Intellectual Property
      inadvertently omitted from such Schedule or filed, registered, acquired by
      any
      Company or any of its Subsidiaries after the date hereof and will cooperate
      with
      the Agent in effecting any such amendment to include any new item of
      Intellectual Property included in the Collateral;




31




(iii)  shall,
      promptly upon the reasonable request of the Agent, execute and deliver to the
      Agent any document or instrument required to acknowledge, confirm, register,
      record, or perfect the Lien of the Agent in any part of the Intellectual
      Property owned by the Company and its Subsidiaries; and




(iv)  shall
      not
      sell, assign, transfer, license, grant any option, or create or suffer to exist
      any Lien upon or with respect to Intellectual Property, except for the Liens
      in
      favor of the Agent and Permitted Liens.




(j)  Properties .
      It
      shall, and shall cause each of its Subsidiaries to, keep its properties in
      good
      repair, working order and condition, reasonable wear and tear excepted, and
      from
      time to time make all needful and proper repairs, renewals, replacements,
      additions and improvements thereto; and it shall, and shall cause each of its
      Subsidiaries to, at all times comply with each provision of all leases to which
      it is a party or under which it occupies property if the breach of such
      provision could reasonably be expected to have a Material Adverse
      Effect.




(k)  Confidentiality .
      No
      Company will, nor will it permit any of its Subsidiaries to, disclose, nor
      will
      it include in any public announcement, the name of any Creditor Party, unless
      expressly agreed to by such Creditor Party or unless and until such disclosure
      is required by law or applicable regulation, and then only to the extent of
      such
      requirement. Notwithstanding the foregoing, each Company may disclose any
      Creditor Party’s identity and the terms of this Agreement and the Ancillary
      Agreements to its current and prospective debt and equity financing
      sources.




(l)  Required
      Approvals .
      It
      shall not, and shall not permit any of its Subsidiaries to, without the prior
      written consent of the Agent, (i) create, incur, assume or suffer to exist
      any
      indebtedness (exclusive of trade debt) whether secured or unsecured other than
      each Company’s indebtedness to the Creditor Parties and as set forth on Schedule
      13(l)(i) attached
      hereto and made a part hereof, and Permitted Subordinated Debt; (ii) cancel
      any
      debt owing to it in excess of $50,000 in the aggregate during any twelve (12)
      month period; (iii) assume, guarantee, endorse or otherwise become directly
      or
      contingently liable in connection with any obligations of any other Person,
      except the endorsement of negotiable instruments by it or its Subsidiaries
      for
      deposit or collection or similar transactions in the ordinary course of
      business; (iv) directly or indirectly declare, pay or make any dividend or
      distribution on any class of its Equity Interests except for dividends or
      distributions paid or made to the Parent on account of its ownership interest
      in
      its Subsidiaries, or apply any of its funds, property or assets to the purchase,
      redemption or other retirement of any of its or its Subsidiaries’ Equity
      Interests, or issue any preferred stock; (v) purchase or hold beneficially
      any
      Equity Interests or other securities or evidences of indebtedness of, make
      or
      permit to exist any loans or advances to, or make any investment or acquire
      any
      interest whatsoever in, any other Person, including any partnership or joint
      venture, except (A) travel advances, (B) loans to its and its Subsidiaries’
officers and employees not exceeding at any one time an aggregate of $10,000,
      and (C) loans to its existing Subsidiaries so long as such Subsidiaries are
      designated as either a co-borrower hereunder or has entered into such guaranty
      and security documentation required by the Agent, including, without limitation,
      to grant to the Agent a first priority perfected security interest in
      substantially all of such Subsidiary’s assets to secure the Obligations; (vi)
      create or permit to exist any Subsidiary, other than any Subsidiary in existence
      on the date hereof and listed in Schedule
      12(b) unless
      such new Subsidiary is a wholly-owned Subsidiary and is designated by the Agent
      as either a co-borrower or guarantor hereunder and such Subsidiary shall have
      entered into all such documentation required by the Agent, including, without
      limitation, to grant to the Agent a first priority perfected security interest
      in substantially all of such Subsidiary’s assets to secure the Obligations;
      (vii) directly or indirectly, prepay any indebtedness (other than to the Agent
      and in the ordinary course of business), or repurchase, redeem, retire or
      otherwise acquire any indebtedness (other than to the Agent and in the ordinary
      course of business) except to make scheduled payments of principal and interest
      thereof; (viii) enter into any merger, consolidation or other reorganization
      with or into any other Person or acquire all or a portion of the assets or
      Equity Interests of any Person or permit any other Person to consolidate with
      or
      merge with it; provided , however ,
      such
      Company may enter into a merger, consolidation or other reorganization so long
      as (1) the Agent has received at least thirty (30) days written notice of such
      merger, consolidation or reorganization prior to the consummation thereof and,
      simultaneously with the consummation of such merger, consolidation or
      reorganization, all of the Obligations are indefeasibly paid in full in cash
      and
      this Agreement is irrevocably terminated (a “ Permitted
      Reorganization ”)
      or (2)
      if, simultaneously with the consummation of such merger, consolidation or
      reorganization, all of the Obligations are not indefeasibly paid in full in
      cash
      and this Agreement is not irrevocably terminated, each of the following
      conditions have been satisfied to the Agent’s satisfaction: (A) such
      Company is the surviving entity of such merger, consolidation or reorganization,
      (B) no Event of Default shall exist immediately prior to and after giving effect
      to such merger, consolidation or reorganization, (C) such Company shall have
      provided the Agent copies of all documentation relating to such merger,
      consolidation or reorganization, and (D) such Company shall have provided the
      Agent with at least thirty (30) days’ prior written notice of such merger,
      consolidation or reorganization prior to the consummation thereof; (ix)
      materially change the nature of the business in which it is presently engaged;
      (x) become subject to (including, without limitation, by way of amendment to
      or
      modification of) any agreement or instrument which by its terms would (under
      any
      circumstances) restrict its or any of its Subsidiaries’ right to perform the
      provisions of this Agreement or any of the Ancillary Agreements; (xi) change
      its
      fiscal year or make any changes in accounting treatment and reporting practices
      without prior written notice to the Agent except as required by GAAP or in
      the
      tax reporting treatment or except as required by law; (xii) enter into any
      transaction with any employee, director or Affiliate, except in the ordinary
      course on arms-length terms; (xiii) bill Accounts under any name except the
      present name of such Company; (xiv) sell, lease, transfer or otherwise dispose
      of any of its properties or assets, or any of the properties or assets of its
      Subsidiaries, except for (A) sales, leases, transfer or dispositions by any
      Company to any other Company, (B) the sale of Inventory in the ordinary course
      of business and (C) the disposition or transfer in the ordinary course of
      business during any fiscal year of obsolete and worn-out Equipment and only
      to
      the extent that (x) the proceeds of any such disposition are used to acquire
      replacement Equipment which is subject to the Agent’s first priority security
      interest or are used to repay Loans or to pay general corporate expenses, or
      (y)
      following the occurrence of an Event of Default which continues to exist, the
      proceeds of which are remitted to the Agent to be held as cash collateral for
      the Obligations; provided , however ,
      that
      the Companies may, upon no less than thirty (30) days prior written notice
      to
      the Agent, sell, lease, transfer or otherwise dispose of all or substantially
      all of their properties or assets without the consent of the Agent if the
      Obligations are indefeasibly paid in full in cash and this Agreement is
      irrevocably terminated prior to or simultaneously with the consummation of
      any
      such sale, lease, transfer or other disposition (a “ Permitted
      Disposition ”)
      (the
      occurrence of a Permitted Reorganization or a Permitted Disposition shall not
      constitute a Default or Event of Default under this Agreement or the Ancillary
      Agreements); (xv) make any payment or distribution in respect of any
      subordinated indebtedness of any Company or any of its Subsidiaries in violation
      of any subordination or other agreement made in favor of any Creditor Party;
      or
      (xvi) make any optional payment or prepayment on or redemption (including,
      without limitation, by making payments to a sinking fund or analogous fund)
      or
      repurchase of any indebtedness for borrowed money other than the
      Obligations.




32




(m)  Reissuance
      of Securities .
      The
      Parent shall reissue certificates representing the Securities without the
      legends set forth in Section 41 below at such time as:




(i)  the
      holder thereof is permitted to dispose of such Securities pursuant to Rule
      144(k) under the Securities Act; or




(ii)  upon
      resale subject to an effective registration statement after such Securities
      are
      registered under the Securities Act.




The
      Parent agrees to cooperate with the Lenders in connection with all resales
      pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary
      to
      allow such resales provided the Parent and its counsel receive reasonably
      requested representations from the Lenders and broker, if any.




(n)  Opinion .
      On the
      Closing Date, it shall deliver to the Creditor Parties an opinion acceptable
      to
      the Agent from each Company’s legal counsel. Each Company will provide, at the
      Companies’ joint and several expense, such other legal opinions in the future as
      are reasonably necessary for the resale of the Closing Shares, the exercise
      of
      the Warrants and conversion of the Secured Convertible Term Notes.




(o)  Legal
      Name, etc .
      It
      shall not, without providing the Agent with thirty (30) days prior written
      notice, change (i) its name as it appears in the official filings in the
      jurisdiction of its organization, (ii) the type of legal entity it is, (iii)
      its
      organization identification number, if any, issued by its jurisdiction of
      organization, (iv) its jurisdiction of organization or (v) amend its certificate
      of incorporation, by-laws or other organizational document.




(p)  Compliance
      with Laws .
      The
      operation of each of its and each of its Subsidiaries’ business is and shall
      continue to be in compliance in all material respects with all applicable
      federal, state and local laws, rules and ordinances, including to all laws,
      rules, regulations and orders relating to taxes, payment and withholding of
      payroll taxes, employer and employee contributions and similar items,
      securities, employee retirement and welfare benefits, employee health and safety
      and environmental matters.




(q)  Notices .
      It and
      each of its Subsidiaries shall promptly inform the Agent in writing of: (i)
      the
      commencement of all proceedings and investigations by or before and/or the
      receipt of any notices from, any governmental or nongovernmental body and all
      actions and proceedings in any court or before any arbitrator against or in
      any
      way concerning any event which could reasonably be expected to have singly
      or in
      the aggregate, a Material Adverse Effect; (ii) any change which has had, or
      could reasonably be expected to have, a Material Adverse Effect; (iii) any
      Event
      of Default or Default; and (iv) any default or any event which with the passage
      of time or giving of notice or both would constitute a default under any
      agreement for the payment of money to which it or any of its Subsidiaries is
      a
      party or by which it or any of its Subsidiaries or any of its or any such
      Subsidiary’s properties may be bound the breach of which would have a Material
      Adverse Effect.




33




(r)  Margin
      Stock .
      It
      shall not permit any of the proceeds of the Loans made hereunder to be used
      directly or indirectly to “purchase” or “carry” “margin stock” or to repay
      indebtedness incurred to “purchase” or “carry” “margin stock” within the
      respective meanings of each of the quoted terms under Regulation U of the Board
      of Governors of the Federal Reserve System as now and from time to time
      hereafter in effect.




(s)  Offering
      Restrictions .
      Except
      as previously disclosed in the SEC Reports or in the Exchange Act Filings,
      or
      stock or stock options granted to its employees or directors, neither it nor
      any
      of its Subsidiaries shall, prior to the full exercise by the Lenders of the
      Warrants, (i) enter into any equity line of credit agreement or similar
      agreement with a floorless pricing feature or (ii) issue, or enter into any
      agreement to issue, any securities with a floorless variable/floating conversion
      and/or pricing feature which are or could be (by conversion or registration)
      free-trading securities (i.e. common stock subject to a registration
      statement).




(t)  Authorization
      and Reservation of Shares .
      The
      Parent shall at all times have authorized and reserved a sufficient number
      of
      shares of Common Stock to provide for the exercise of the Warrants and the
      full
      conversion of the Secured Convertible Term Notes.




(u)  FIRPTA .
      Neither
      it, nor any of its Subsidiaries, is a “United States real property holding
      corporation” as such term is defined in Section 897(c)(2) of the Code and
      Treasury Regulation Section 1.897-2 promulgated thereunder, and it and each
      of
      its Subsidiaries shall at no time take any action or otherwise acquire any
      interest in any asset or property to the extent the effect of which shall cause
      it and/or such Subsidiary, as the case may be, to be a “United States real
      property holding corporation” as such term is defined in Section 897(c)(2) of
      the Code and Treasury Regulation Section 1.897-2 promulgated
      thereunder.




(v)  Purchase
      Orders .




(i)  Upon
      delivery of Products to the Golf Course Customer pursuant to a Purchase Order,
      it shall issue or cause to be issued a Purchase Order Invoice (and deliver
      any
      other related documents required by the applicable Purchase Order for issuance
      of an invoice on account of such Purchase Order) to the Approved Leasing Company
      named in such Purchased Order for the full Purchase Order Price. The Purchase
      Order Invoice shall direct the Approved Leasing Company to make payment to
      the
      Lockboxes. No Company shall accept any payment (including rebates, set-offs,
      and
      other adjustments) with respect to any Purchase Order Invoice other than through
      the Lockboxes. Each Company shall receive and hold in trust for the Agent,
      for
      the ratable benefit of the Lenders, all sums and instruments representing
      payment of any Purchase Order Invoice and all Purchase Order Proceeds which
      for
      any reason come into the possession of such Company, its agents, representatives
      or any other party acting on behalf of such Company, and promptly to deliver
      or
      cause delivery of such sums to the Agent.




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(ii)  It
      shall
      (A) take all actions necessary for the packaging and the shipment of Products
      to
      the Golf Course Customers in accordance with the Purchase Orders, including,
      without limitation, processing, packaging, shipping, warehousing, and insuring
      Products in accordance with the specifications set forth in the applicable
      Purchase Order and this Agreement, (B) provide the Agent with written notice
      (including the date shipped, the destination, the expected delivery date and
      the
      shipper) of each shipment of Purchase Order Inventory immediately following
      shipment thereof, (C) immediately after issuance to the Approved Leasing Company
      deliver a copy of each Purchase Order Invoice to the Agent, and (D) collect
      in a
      manner consistent with past practices, payment with respect to each Purchase
      Order Invoice.




(iii)  It
      shall
      immediately notify the Agent in writing if (A) an Eligible Purchase Order is
      cancelled by the Approved Leasing Company or the Golf Course Customer listed
      thereon, (B) an Eligible Purchase Order becomes a Delinquent Purchase Order
      or
      (C) an Approved Leasing Company or a Golf Course Customer asserts any claim,
      return, dispute or offset regarding the Products or payment
      therefor.




(iv)  It
      shall
      deliver or cause to be delivered to the Agent all documents, notices,
      instruments, statements and bills of lading relating to Products and Purchase
      Order Inventory relating to an Eligible Purchase Order.




(w)  Financing
      Right of First Refusal .




(i)  Each
      Company hereby grants to the Lenders a right of first refusal to arrange any
      Additional Financing (as defined below) to be issued by any Company and/or
      any
      of its Subsidiaries (the “ Additional
      Financing Parties ”),
      subject to the following terms and conditions. From and after the date hereof,
      prior to the incurrence of any additional indebtedness and/or the sale or
      issuance of any equity interests of the Additional Financing Parties (an
“ Additional
      Financing ”),
      Company Agent shall notify the Agent of such Additional Financing. In connection
      therewith, Company Agent shall submit a fully executed term sheet (a
“ Proposed
      Term Sheet ”)
      to the
      Agent setting forth the terms, conditions and pricing of any such Additional
      Financing (such financing to be negotiated on “arm’s length” terms and the terms
      thereof to be negotiated in good faith) proposed to be entered into by the
      Additional Financing Parties. The Lenders shall have the right, but not the
      obligation, to deliver to Company Agent their own proposed term sheet (the
      “ Lender
      Term Sheet ”)
      setting forth the terms and conditions upon one or more of the Lenders would
      be
      willing to provide such Additional Financing to the Additional Financing
      Parties. The Lender Term Sheet shall contain terms no less favorable to the
      Additional Financing Parties than those outlined in Proposed Term Sheet. The
      Agent shall deliver to Company Agent the Lender Term Sheet within ten (10)
      Business Days of receipt of each such Proposed Term Sheet. If the provisions
      of
      the Lender Term Sheet are at least as favorable to the Additional Financing
      Parties as the provisions of the Proposed Term Sheet, the Additional Financing
      Parties shall enter into and consummate the Additional Financing transaction
      outlined in the Lender Term Sheet. Notwithstanding the foregoing, to the extent
      the Lenders’ right of first refusal set forth herein conflicts with any Investor
      First Refusal Rights, the Lenders’ right of first refusal shall be subject to
      such Investor First Refusal Rights.




35




(ii)  It
      shall
      not, and shall not permit its Subsidiaries to, agree, directly or indirectly,
      to
      any restriction with any Person which limits the ability of any Creditor Party
      to arrange for the consummation of an Additional Financing with it or any of
      its
      Subsidiaries other than the Investor First Refusal Rights.




(x)  ProLink
      UK .
      It
      shall not (i) permit ProLink UK to engage in any business of a material nature
      or own any assets or (ii) transfer, sell or assign any of its assets to ProLink
      UK.




(y)  Financial
      Covenants .
      Each
      Company agrees with Creditor Parties to each of the following:




(i)  Minimum
      Consolidated EBITDA .
      The
      Parent shall not have, on the last day of each fiscal quarter commencing with
      the fiscal quarter ending September 30, 2009, Consolidated EBITDA for the four
      (4) fiscal quarter period ending on such day less than $5,000,000.






(ii)  Maximum
      Consolidated Leverage Ratio .
      The
      Parent shall not have, on the last day of each fiscal quarter commencing with
      the fiscal quarter ending September 30, 2009, a Consolidated Leverage Ratio
      greater than 4.0 to 1.0.






(iii)  Minimum
      Consolidated Fixed Charge Coverage Ratio .
      The
      Parent shall not have, on the last day of each fiscal quarter commencing with
      the fiscal quarter ending September 30, 2009, a Consolidated Fixed Charge
      Coverage Ratio for the four (4) fiscal quarter period ending on such day less
      than 1.0 to 1.0.






14.  Further
      Assurances .
      At any
      time and from time to time, upon the written request of the Agent and at the
      sole expense of Companies, each Company shall promptly and duly execute and
      deliver any and all such further instruments and documents and take such further
      action as the Agent may reasonably request (a) to obtain the full benefits
      of
      this Agreement and the Ancillary Agreements, (b) to protect, preserve, perfect
      and maintain the Agent’s rights in the Collateral and under this Agreement or
      any Ancillary Agreement, and/or (c) to enable the Agent to exercise all or
      any
      of the rights and powers herein granted or any Ancillary Agreement.




15.  Representations,
      Warranties and Covenants of Lenders .
      Each
      Lender, severally and not jointly, hereby represents, warrants and covenants
      to
      each Company as follows:




(a)  Requisite
      Power and Authority .
      Such
      Lender has all necessary power and authority under all applicable provisions
      of
      law to execute and deliver this Agreement and the Ancillary Agreements and
      to
      carry out their provisions. All corporate action on such Lenders’ part required
      for the lawful execution and delivery of this Agreement and the Ancillary
      Agreements have been or will be effectively taken prior to the Closing Date.
      Upon their execution and delivery, this Agreement and the Ancillary Agreements
      shall be valid and binding obligations of such Lender, enforceable in accordance
      with their terms, except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws of general application affecting
      enforcement of creditors’ rights, and (ii) as limited by general principles of
      equity that restrict the availability of equitable and legal
      remedies.




36




(b)  Investment
      Representations .
      Such
      Lender understands that the Securities are being offered pursuant to an
      exemption from registration contained in the Securities Act based in part upon
      such Lenders’ representations contained in this Agreement, including, without
      limitation, that such Lender is an “accredited investor” within the meaning of
      Regulation D under the Securities Act. Such Lender has received or has had
      full
      access to all the information it considers necessary or appropriate to make
      an
      informed investment decision with respect to the Closing Shares, the Notes
      to be
      issued to it under this Agreement and the Securities acquired by it upon the
      exercise of the Warrants and the conversion of the Secured Convertible Term
      Notes.




(c)  Lender
      Bears Economic Risk .
      Such
      Lender has substantial experience in evaluating and investing in private
      placement transactions of securities in companies similar to the Parent so
      that
      it is capable of evaluating the merits and risks of its investment in the Parent
      and has the capacity to protect its own interests. Such Lender must bear the
      economic risk of this investment until the Securities are sold pursuant to
      (i)
      an effective registration statement under the Securities Act, or (ii) an
      exemption from registration is available.




(d)  Investment
      for Own Account .
      The
      Securities are being issued to such Lender for its own account for investment
      only, and not as a nominee or agent and not with a view towards or for resale
      in
      connection with their distribution.




(e)  Lender
      Can Protect Its Interest .
      Such
      Lender represents that by reason of its, or of its management’s, business and
      financial experience, such Lender has the capacity to evaluate the merits and
      risks of its investment in the Notes, and the Securities and to protect its
      own
      interests in connection with the transactions contemplated in this Agreement,
      and the Ancillary Agreements. Further, such Lender is aware of no publication
      of
      any advertisement in connection with the transactions contemplated in the
      Agreement or the Ancillary Agreements.




(f)  Accredited
      Investor .
      Such
      Lender represents that it is an accredited investor within the meaning of
      Regulation D under the Securities Act.




(g)  Shorting .
      Neither
      such Lender nor any of its Affiliates or investment partners has, will, or
      will
      cause any Person, to directly engage in “short sales” of the Parent’s Common
      Stock as long as any amounts under the Notes shall remain
      outstanding.




(h)  Patriot
      Act .
      Such
      Lender certifies that, to the best of such Lender’s knowledge, such Lender has
      not been designated, and is not owned or controlled, by a “suspected terrorist”
as defined in Executive Order 13224. Such Lender seeks to comply with all
      applicable laws concerning money laundering and related activities. In
      furtherance of those efforts, such Lender hereby represents, warrants and
      covenants that: (i) none of the cash or property that such Lender will use
      to
      make the Loans has been or shall be derived from, or related to, any activity
      that is deemed criminal under United States law; and (ii) no disbursement by
      such Lender to any Company to the extent within such Lender’s control, shall
      cause such Lender to be in violation of the United States Bank Secrecy Act,
      the
      United States International Money Laundering Control Act of 1986 or the United
      States International Money Laundering Abatement and Anti-Terrorist Financing
      Act
      of 2001. Such Lender shall promptly notify the Company Agent if any of these
      representations ceases to be true and accurate regarding such Lender. Such
      Lender agrees to provide each Company any additional information regarding
      such
      Lender that each Company deems necessary or convenient to ensure compliance
      with
      all applicable laws concerning money laundering and similar activities. Such
      Lender understands and agrees that if at any time it is discovered that any
      of
      the foregoing representations are incorrect, or if otherwise required by
      applicable law or regulation related to money laundering similar activities,
      such Lender may undertake appropriate actions to ensure compliance with
      applicable law or regulation, including but not limited to segregation and/or
      redemption of such Lender’s investment in the Parent. Such Lender further
      understands that the Parent may release information about such Lender and,
      if
      applicable, any underlying beneficial owners, to proper authorities if the
      Parent, in its sole discretion, determines that it is in the best interests
      of
      the Parent in light of relevant rules and regulations under the laws set forth
      in subsection (ii) above.




37




(i)  Limitation
      on Acquisition of Common Stock .
      Notwithstanding anything to the contrary contained in this Agreement, any
      Ancillary Agreement, or any document, instrument or agreement entered into
      in
      connection with any other transaction entered into by and between such Lender
      and any Company (and/or Subsidiaries or Affiliates of any Company), such Lender
      (and/or Subsidiaries or Affiliates of such Lender) shall not acquire stock
      in
      the Parent (including, without limitation, pursuant to a contract to purchase,
      by exercising an option or warrant, by converting any other security or
      instrument, by acquiring or exercising any other right to acquire, shares of
      stock or other security convertible into shares of stock in the Parent, or
      otherwise, and such options, warrants, conversion or other rights shall not
      be
      exercisable) to the extent such stock acquisition would cause any interest
      (including any original issue discount) payable by any Company to a Non-U.S.
      Lender not to qualify as portfolio interest, within the meaning of Section
      871(h)(2) or Section 881(c)(2) of the U.S. Internal Revenue Code of 1986, as
      amended (the “ Code ”)
      by
      reason of Section 871(h)(3) or Section 881(c)(3)(B) of the Code, as applicable,
      taking into account the constructive ownership rules under Section 871(h)(3)(C)
      of the Code (the “ Stock
      Acquisition Limitation ”).
      The
      Stock Acquisition Limitation shall automatically become null and void with
      respect to a Lender, without any notice to any Company, upon the earlier to
      occur of either (a) the Parent’s delivery to Agent of a Notice of Redemption (as
      defined in the Secured Convertible Term Notes) or (b) the existence of an Event
      of Default at a time when the average closing price of the Common Stock as
      reported by Bloomberg, L.P. on the Principal Market for the immediately
      preceding five trading days is greater than or equal to 150% of the Fixed
      Conversion Price (as defined in the Secured Convertible Term
      Notes).




16.  Confidentiality .
      Each
      Lender covenants and agrees with the Companies that such Lender will not
      disclose, and will not include in any public announcement, the name of the
      Companies, unless expressly agreed to by the Companies or unless and until
      such
      disclosure is required by law or applicable regulation, and then only to the
      extent of such requirement. Notwithstanding the foregoing, (i) such Lender
      shall
      be permitted to discuss, distribute or otherwise transfer any non-public
      information of the Companies and its Subsidiaries in such Lender’s possession
      now or in the future to (x) its employees, agents, counsel, professional
      consultants and accountants who, in each such case, have a specific need to
      know
      such information and (y) potential or actual (A) direct or indirect investors
      in
      such Lender and (B) any assignees or transferees of all or a portion of the
      Obligations, to the extent that such investor or assignee or transferee enters
      into a confidentiality agreement for such benefit of the Companies in such
      form
      as may be necessary to addresses the Companies’ Regulation FD requirements; (ii)
      such Lender (and each employee, representative, or other agent of such Lender)
      may disclose to any and all Persons, without limitation of any kind, the tax
      treatment and any facts that may be relevant to the tax structure of the
      transactions contemplated by this Agreement and the Ancillary Agreements and
      the
      agreements referred to therein; provided , however ,
      that no
      Lender (and no employee, representative or other agent thereof) shall disclose
      pursuant to this clause (ii) any other information that is not relevant to
      understanding the tax treatment or tax structure of such transactions (including
      the identity of any party or any information that could lead another to
      determine the identity of any party); and (iii) the Agent or any Affiliate
      thereof shall be entitled to post on its website a summary of the transactions
      contemplated by this Agreement, including the names of one or more of the
      Companies and each of their Subsidiaries.




38




17.  Power
      of Attorney .
      Each
      Company hereby appoints the Agent, or any other Person whom the Agent may
      designate as such Company’s attorney, with power to: (a)(i) execute any security
      related documentation on such Company’s behalf and to supply any omitted
      information and correct patent errors in any documents executed by such Company
      or on such Company’s behalf; (ii) to file financing statements and other
      evidence of Liens granted hereunder against such Company covering the Collateral
      (and, in connection with the filing of any such financing statements, describe
      the Collateral as “all assets and all personal property, whether now owned
      and/or hereafter acquired” (or any substantially similar variation thereof));
      (iii) sign such Company’s name on any invoice or bill of lading relating to any
      Accounts, drafts against Account Debtors, schedules and assignments of Accounts,
      notices of assignment, financing statements and other evidence of the Agent’s
      granted hereunder and other public records, verifications of Account and notices
      to or from Account Debtors; (iv) in the case of any Intellectual Property,
      the
      Agent may execute and deliver, and have recorded, any and all agreements,
      instruments, documents and papers as the Agent may request to evidence the
      Agent’s security interest in such Intellectual Property and the goodwill and
      general intangibles of such Grantor relating thereto or represented thereby;
      (v)
      to do all other things the Agent deems necessary to carry out the terms of
      Section 6 of this Security Agreement and (b) upon the occurrence and during
      the
      continuance of an Event of Default (i) endorse such Company’s name on any
      checks, notes, acceptances, money orders, drafts or other forms of payment
      or
      security that may come into the Agent’s possession; (ii) verify the validity,
      amount or any other matter relating to any Account by mail, telephone, telegraph
      or otherwise with Account Debtors; (iii) do all other things necessary to carry
      out this Agreement, any Ancillary Agreement and all related documents; and
      (iv)
      notify the post office authorities to change the address for delivery of such
      Company’s mail to an address designated by the Agent, and to receive, open and
      dispose of all mail addressed to such Company. Each Company hereby ratifies
      and
      approves all acts of the attorney. Neither the Agent, nor the attorney will
      be
      liable for any acts or omissions or for any error of judgment or mistake of
      fact
      or law, except for gross negligence or willful misconduct. This power, being
      coupled with an interest, is irrevocable so long as the Agent has a security
      interest and until the Obligations have been fully satisfied.




39




18.  Term
      of Agreement .




(a)  Each
      Lender’s agreement to make Loans and extend financial accommodations under and
      in accordance with the terms of this Agreement or any Ancillary Agreement shall
      continue in full force and effect until the expiration of the Term applicable
      to
      such Loans. The Agent may, following the occurrence of an Event of Default
      that
      is continuing, terminate this Agreement. The termination of the Agreement shall
      not affect any of the Agent’s or any Lender’s rights hereunder or any Ancillary
      Agreement and the provisions hereof and thereof shall continue to be fully
      operative until all of the Obligations have been indefeasibly paid in full.




(b)  If
      the
      Obligations in respect of the Term Loan are prepaid in full prior to the end
      of
      the Term Loan Term, the Companies shall jointly and severally pay to Lenders,
      upon the effective date of such prepayment, the Redemption Amount (as defined
      in
      the Secured Convertible Term Notes) and such other amounts required to be paid
      by the Companies to Lenders at such time pursuant to and in accordance with
      the
      terms of the Secured Convertible Term Notes.




19.  Termination
      of Lien .
      The
      Liens and rights granted to (a) the Agent hereunder and any Ancillary Agreements
      and (b) Calliope and the other Lenders under the Original Security Agreement
      and
      any Ancillary Agreements, and the financing statements filed in connection
      herewith or therewith shall continue in full force and effect, notwithstanding
      the termination of this Agreement or the fact that any Company’s account may
      from time to time be temporarily in a zero or credit position, until all of
      the
      Obligations have been indefeasibly paid or performed in full and this Agreement
      has been terminated in accordance with the terms of this Agreement. The Agent
      shall not be required to send termination statements or other evidence of the
      release of the Lien granted hereunder to any Company, or to file them with
      any
      filing office, unless and until this Agreement and the Ancillary Agreements
      shall have been terminated in accordance with their terms and all Obligations
      indefeasibly paid in full in immediately available funds.




20.  Events
      of Default .
      The
      occurrence of any of the following shall constitute an “ Event
      of Default ”:




(a)  failure
      to make payment of any principal, interest, fees, costs, charges, expenses,
      liquidated damages or other sums payable from time to time (i) hereunder or
      under any of the Ancillary Agreements (other than the Contingent Payment
      Agreements or, with respect to Article V thereof, the PSource Secured
      Convertible Term Note) when required hereunder or thereunder, and, in any such
      case, such failure shall continue for a period of three (3) days following
      the
      date upon which any such payment was due, and (ii) under any of the Contingent
      Payment Agreements or, with respect to Article V thereof, the PSource Secured
      Convertible Term Note when required thereunder, and, in any such case, such
      failure shall continue for a period of thirty (30) days following the date
      upon
      which any such payment was due;




(b)  failure
      by any Company or any of its Subsidiaries to pay any taxes in an amount in
      excess of $10,000 (inclusive of interest, penalties, fees and fines) when due
      unless such taxes are being contested in good faith by appropriate proceedings
      and with respect to which adequate reserves have been provided on such Company’s
      and/or such Subsidiary’s books;




40




(c)  failure
      to perform under, and/or committing any breach of, in any material respect,
      this
      Agreement, any Ancillary Agreement or any covenant contained herein or therein,
      which failure or breach shall continue without remedy for a period of fifteen
      (15) Business Days after the occurrence thereof;




(d)  any
      representation, warranty or statement made by any Company or any of its
      Subsidiaries hereunder, in any Ancillary Agreement, any certificate, statement
      or document delivered pursuant to the terms hereof, or in connection with the
      transactions contemplated by this Agreement should prove to be false or
      misleading in any material respect on the date as of which made or deemed
      made;




(e)  the
      occurrence of any default (or similar term) in the observance or performance
      of
      any other agreement or condition relating to any indebtedness or contingent
      obligation of any Company or any of its Subsidiaries in excess of $50,000 beyond
      the period of grace (if any), the effect of which default is to cause, or permit
      the holder or holders of such indebtedness or beneficiary or beneficiaries
      of
      such contingent obligation to cause, such indebtedness to become due prior
      to
      its stated maturity or such contingent obligation to become
      payable;




(f)  attachments
      or levies in excess of $50,000 in the aggregate are made upon any Company’s
      assets or a judgment is rendered against any Company’s property involving a
      liability of more than $50,000 which shall not have been vacated, discharged,
      stayed or bonded within thirty (30) days from the entry thereof;




(g)  any
      change in any Company’s or any of its Subsidiary’s condition or affairs
      (financial or otherwise) which in the Agent’s reasonable, good faith opinion,
      could reasonably be expected to have a Material Adverse Effect;




(h)  any
      Lien
      created hereunder or under any Ancillary Agreement for any reason ceases to
      be
      or is not a valid and perfected Lien having a first priority
      interest;




(i)  any
      Company or any of its Subsidiaries shall (i) apply for, consent to or suffer
      to
      exist the appointment of, or the taking of possession by, a receiver, custodian,
      trustee or liquidator of itself or of all or a substantial part of its property,
      (ii) make a general assignment for the benefit of creditors, (iii) commence
      a
      voluntary case under the federal bankruptcy laws (as now or hereafter in
      effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
      seeking to take advantage of any other law providing for the relief of debtors,
      (vi) acquiesce to without challenge within ten (10) days of the filing thereof,
      or failure to have dismissed within forty-five (45) days, any petition filed
      against it in any involuntary case under such bankruptcy laws, or (vii) take
      any
      action for the purpose of effecting any of the foregoing;




(j)  any
      Company or any of its Subsidiaries shall admit in writing its inability, or
      be
      generally unable, to pay its debts as they become due or cease operations of
      its
      present business;




(k)  any
      Company or any of its Subsidiaries directly or indirectly sells, assigns,
      transfers, conveys, or suffers or permits to occur any sale, assignment,
      transfer or conveyance of any assets of such Company or any interest therein,
      except as permitted herein;




41




(l)  (i)
      any “Person” or “group” (as such terms are defined in Sections 13(d) and 14(d)
      of the Exchange Act, as in effect on the date hereof), other than a Lender,
      is
      or becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under
      the Exchange Act), directly or indirectly, of fifty percent (50%) or more on
      a
      fully diluted basis of the then outstanding voting equity interest of the Parent
      (other than a “Person” or “group” that beneficially owns fifty percent (50%) or
      more of such outstanding voting equity interests of the Parent on the date
      hereof), (ii) the Board of Directors of the Parent shall cease to consist of
      a
      majority of the Board of Directors of the Parent on the date hereof (or
      directors appointed by a majority of the board of directors in effect
      immediately prior to such appointment) or (iii) the Parent or any of its
      Subsidiaries merges or consolidates with, or sells all or substantially all
      of
      its assets to, any other person or entity;




(m)  the
      indictment of any Company or any of its Subsidiaries or any executive officer
      of
      any Company or any of its Subsidiaries under any criminal statute, or
      commencement of any civil proceeding or criminal proceeding against any Company
      or any of its Subsidiaries or any executive officer of any Company or any of
      its
      Subsidiaries pursuant to which statute or proceeding penalties or remedies
      sought or available include forfeiture of any of the property of any Company
      or
      any of its Subsidiaries, which property has a fair market value in excess of
      $50,000;




(n)  an
      Event
      of Default (or similar term) shall occur under and as defined in any Note or
      in
      any other Ancillary Agreement;




(o)  any
      Company or any of its Subsidiaries shall breach any term or provision of any
      Ancillary Agreement to which it is a party (including, without limitation,
      Section 7(e) of the Registration Rights Agreement), in any material respect
      which breach is not cured within any applicable cure or grace period provided
      in
      respect thereof (if any);




(p)  any
      Company or any of its Subsidiaries attempts to terminate, challenges the
      validity of, or its liability under this Agreement or any Ancillary Agreement,
      or any proceeding shall be brought to challenge the validity, binding effect
      of
      any Ancillary Agreement or any Ancillary Agreement ceases to be a valid, binding
      and enforceable obligation of such Company or any of its Subsidiaries (to the
      extent such Persons are a party thereto);




(q)  an
      SEC
      stop trade order or Principal Market trading suspension of the Common Stock
      shall be in effect for five (5) consecutive days or five (5) days during a
      period of ten (10) consecutive days, excluding in all cases a suspension of
      all
      trading on a Principal Market, provided that the Parent shall not have been
      able
      to cure such trading suspension within thirty (30) days of the notice thereof
      or
      list the Common Stock on another Principal Market within sixty (60) days of
      such
      notice;




(r)  the
      Parent’s failure to deliver Common Stock to any Lender pursuant to and in the
      form required by the Warrants, the Secured Convertible Term Notes and this
      Agreement, if such failure to deliver Common Stock shall not be cured within
      two
      (2) Business Days or any Company is required to issue a replacement Note to
      any
      Lender and such Company shall fail to deliver such replacement Note within
      seven
      (7) Business Days following a request by the Agent to issue such replacement
      Note.




42




21.  Remedies .
      Following the occurrence of an Event of Default that is continuing, the Agent
      shall have the right to demand repayment in full of all Obligations, whether
      or
      not otherwise due. Until all Obligations have been fully and indefeasibly
      satisfied, the Agent shall retain its Lien in all Collateral. The Agent shall
      have, in addition to all other rights provided herein and in each Ancillary
      Agreement, the rights and remedies of a secured party under the UCC, and under
      other applicable law, all other legal and equitable rights to which the Agent
      may be entitled, including the right to take immediate possession of the
      Collateral, to require each Company to assemble the Collateral, at Companies’
joint and several expense, and to make it available to the Agent at a place
      designated by the Agent which is reasonably convenient to both parties and
      to
      enter any of the premises of any Company or wherever the Collateral shall be
      located, with or without force or process of law, and to keep and store the
      same
      on said premises until sold (and if said premises be the property of any
      Company, such Company agrees not to charge the Agent or any Lender for storage
      thereof), and the right to apply for the appointment of a receiver for such
      Company’s property. Further, the Agent may, at any time or times after the
      occurrence of an Event of Default that is continuing, sell and deliver all
      Collateral held by or for the Agent at public or private sale for cash, upon
      credit or otherwise, at such prices and upon such terms as the Agent, in its
      sole discretion, deems advisable or the Agent may otherwise recover upon the
      Collateral in any commercially reasonable manner as the Agent, in its sole
      discretion, deems advisable. The requirement of reasonable notice shall be
      met
      if such notice is mailed postage prepaid to Company Agent at Company Agent’s
      address as shown in the Agent’s records, at least ten (10) days before the time
      of the event of which notice is being given. The Agent may be the purchaser
      at
      any sale, if it is public. In connection with the exercise of the foregoing
      remedies, and not without limitation of any remedies with respect to
      Intellectual Property Collateral, the Agent may exercise the rights and license
      granted under Section 12(j) hereof. The proceeds of sale shall be applied first
      to all costs and expenses of sale, including reasonable attorneys’ fees, and
      second to the payment (in whatever order the Agent elects) of all Obligations.
      After the indefeasible payment and satisfaction in full of all of the
      Obligations, and after the payment by the Agent of any other amount required
      by
      any provision of law, including Section 9-608(a)(1) of the UCC (but only after
      the Agent has received what the Agent considers reasonable proof of a
      subordinate party’s security interest), the surplus, if any, shall be paid to
      Company Agent (for the benefit of the applicable Companies) or its
      representatives or to whosoever may be lawfully entitled to receive the same,
      or
      as a court of competent jurisdiction may direct. The Companies shall remain
      jointly and severally liable to the Creditor Parties for any deficiency. The
      parties hereto each hereby agree that the exercise by any party hereto of any
      right granted to it or the exercise by any party hereto of any remedy available
      to it (including, without limitation, the issuance of a notice of redemption,
      a
      borrowing request and/or a notice of default), in each case, hereunder or under
      any Ancillary Agreement shall not constitute confidential information and no
      party shall have any duty to the other party to maintain such information as
      confidential, except for the portions of such publicly filed documents that
      are
      subject to confidential treatment request made by the Companies to the
      SEC.




22.  Waivers .
      To the
      full extent permitted by applicable law, each Company hereby waives (a)
      presentment, demand and protest, and notice of presentment, dishonor, intent
      to
      accelerate, acceleration, protest, default, nonpayment, maturity, release,
      compromise, settlement, extension or renewal of any or all of this Agreement
      and
      the Ancillary Agreements or any other notes, commercial paper, Accounts,
      contracts, Documents, Instruments, Chattel Paper and guaranties at any time
      held
      by the Agent on which such Company may in any way be liable, and hereby ratifies
      and confirms whatever the Agent may do in this regard; (b) all rights to notice
      and a hearing prior to the Agent’s taking possession or control of, or to the
      Agent’s replevy, attachment or levy upon, any Collateral or any bond or security
      that might be required by any court prior to allowing the Agent to exercise
      any
      of its remedies; and (c) the benefit of all valuation, appraisal and exemption
      laws. Each Company acknowledges that it has been advised by counsel of its
      choices and decisions with respect to this Agreement, the Ancillary Agreements
      and the transactions evidenced hereby and thereby.




43




23.  Expenses .
      The
      Companies shall jointly and severally pay all of the Agent’s out-of-pocket costs
      and expenses, including reasonable fees and disbursements of outside counsel
      and
      appraisers, in connection with (x) the preparation, execution and delivery
      of
      this Agreement and the Ancillary Agreements, and (y) in connection with the
      prosecution or defense of any action, contest, dispute, suit or proceeding
      concerning any matter in any way arising out of, related to or connected with
      this Agreement or any Ancillary Agreement. The Companies shall also jointly
      and
      severally pay all of the Agent’s reasonable fees, charges, out-of-pocket costs
      and expenses, including fees and disbursements of counsel and appraisers, in
      connection with (a) the preparation, execution and delivery of any waiver,
      any
      amendment thereto or consent proposed or executed in connection with the
      transactions contemplated by this Agreement or the Ancillary Agreements, (b)
      the
      Agent’s obtaining performance of the Obligations under this Agreement and any
      Ancillary Agreements, including, but not limited to, the enforcement or defense
      of the Agent’s security interests, assignments of rights and Liens hereunder as
      valid perfected security interests, (c) any attempt to inspect, verify, protect,
      collect, sell, liquidate or otherwise dispose of any Collateral, (d) any
      appraisals or re-appraisals of any property (real or personal) pledged to the
      Agent by any Company or any of its Subsidiaries as Collateral for, or any other
      Person as security for, the Obligations hereunder and (e) any consultations
      in
      connection with any of the foregoing. The Companies shall also jointly and
      severally pay each Creditor Party the customary bank charges for any bank
      services (including wire transfers) performed or caused to be performed by
      it
      for any Company or any of its Subsidiaries at any Company’s or such Subsidiary’s
      request or in connection with any Company’s loan account with such Creditor
      Party. All such costs and expenses together with all filing, recording and
      search fees, taxes and interest payable by the Companies to the Creditor Parties
      shall be payable on demand and shall be secured by the Collateral. If any tax
      by
      any Governmental Authority is or may be imposed on or as a result of any
      transaction between any Company and/or any Subsidiary thereof, on the one hand,
      and Creditor Party on the other hand, which such Creditor Party is or may be
      required to withhold or pay (including, without limitation, as a result of
      a
      breach by any Company or any of its Subsidiaries of Section 13(u) herein),
      the
      Companies hereby jointly and severally indemnify and hold such Creditor Party
      harmless in respect of such taxes, and the Companies will repay to such Creditor
      Party the amount of any such taxes which shall be charged to the Companies’
account; and until the Companies shall furnish such Creditor Party with
      indemnity therefor (or supply such Creditor Party with evidence satisfactory
      to
      it that due provision for the payment thereof has been made), such Creditor
      Party may hold without interest any balance standing to each Company’s credit
      and the Agent shall retain its Liens in any and all Collateral.




44




24.  Assignment;
      Register .




(a)  Each
      Lender may assign any or all of the Obligations to any Person and, subject
      to
      acceptance and recordation thereof by the Agent pursuant to Section 24(b) and
      receipt by the Agent of a copy of the agreement or instrument pursuant to which
      such assignment is made (each such agreement or instrument, an “ Assignment
      Agreement ”),
      any
      such assignee shall succeed to all of the Lenders’ rights with respect thereto;
      provided that no Lender shall be permitted to effect any such assignment to
      a
      direct competitor of any Company unless an Event of Default has occurred and
      is
      continuing and such Lender has given Company Agent no less than fifteen (15)
      Business Days prior notice of such assignment. Each Lender may from time to
      time
      sell or otherwise grant participations in any of the Obligations and the holder
      of any such participation shall, subject to the terms of any agreement between
      such Lender and such holder, be entitled to the same benefits as such Lender
      with respect to any security for the Obligations in which such holder is a
      participant. Each Company agrees that each such holder may exercise any and
      all
      rights of banker’s lien, set-off and counterclaim with respect to its
      participation in the Obligations as fully as though such Company were directly
      indebted to such holder in the amount of such participation. No Company may
      assign any of its rights or obligations hereunder without the prior written
      consent of the Agent. All of the terms, conditions, promises, covenants,
      provisions and warranties of this Agreement shall inure to the benefit of each
      of the undersigned, and shall bind the representatives, successors and permitted
      assigns of each Company.




(b)  The
      Agent
      shall maintain, or cause to be maintained, for this purpose only as agent for
      each Company, (i) a copy of each Assignment Agreement delivered to it and (ii)
      a
      book entry system, within the meaning of U.S. Treasury Regulation Sections
      5f.103-1(c) and 1.871-14(c) (the “ Register ”),
      in
      which it will register the name and address of each Lender and the name and
      address of each assignee of each Lender under this Agreement, and the principal
      amount of, and stated interest on, the Loans owing to each such Lender and
      assignee pursuant to the terms hereof and each Assignment Agreement. The right,
      title and interest of the Lenders and their assignees in and to such Loans
      shall
      be transferable only upon notation of such transfer in the Register, and no
      assignment thereof shall be effective until recorded therein. The Companies
      and
      each Creditor Party shall treat each Person whose name is recorded in the
      Register as a Lender pursuant to the terms hereof as a Lender and owner of
      an
      interest in the Obligations hereunder for all purposes of this Agreement,
      notwithstanding notice to the contrary or any notation of ownership or other
      writing or any Note. The Register shall be available for inspection by any
      Company or Lender, at any reasonable time and from time to time, upon reasonable
      prior notice.




25.  No
      Waiver; Cumulative Remedies .
      Failure
      by any Creditor Party to exercise any right, remedy or option under this
      Agreement, any Ancillary Agreement or any supplement hereto or thereto or any
      other agreement between or among any Company and such Creditor Party in
      exercising the same, will not operate as a waiver; no waiver by any Creditor
      Party will be effective unless it is in writing and then only to the extent
      specifically stated. The Creditor Parties’ rights and remedies under this
      Agreement and the Ancillary Agreements will be cumulative and not exclusive
      of
      any other right or remedy which any of the Creditor Parties may
      have.




26.  Application
      of Payments .
      Each
      Company irrevocably waives the right to direct the application of any and all
      payments at any time or times hereafter received by the Agent from or on such
      Company’s behalf and each Company hereby irrevocably agrees that the Agent shall
      have the continuing exclusive right to apply and reapply any and all payments
      received at any time or times hereafter against the Obligations hereunder in
      such manner as the Agent may deem advisable notwithstanding any entry by the
      Agent upon any of the Agent’s books and records.




45




27.  Indemnity .
      Each
      Company hereby jointly and severally indemnifies and holds each Creditor Party,
      and its respective affiliates, employees, attorneys and agents (each, an
“ Indemnified
      Person ”),
      harmless from and against any and all suits, actions, proceedings, claims,
      damages, losses, liabilities and expenses of any kind or nature whatsoever
      (including reasonable attorneys’ fees and disbursements and other costs of
      investigation or defense, including those incurred upon any appeal) which may
      be
      instituted or asserted against or incurred by any such Indemnified Person as
      the
      result of credit having been extended, suspended or terminated under this
      Agreement or any of the Ancillary Agreements or with respect to the execution,
      delivery, enforcement, performance and administration of, or in any other way
      arising out of or relating to, this Agreement, the Ancillary Agreements or
      any
      other documents or transactions contemplated by or referred to herein or therein
      and any actions or failures to act with respect to any of the foregoing, except
      to the extent that any such indemnified liability is finally determined by
      a
      court of competent jurisdiction to have resulted solely from such Indemnified
      Person’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE
      RESPONSIBLE OR LIABLE TO ANY COMPANY OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR,
      ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS
      DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
      CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN
      EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY ANCILLARY
      AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR
      THEREUNDER.




28.  Revival .
      The
      Companies further agree that to the extent any Company makes a payment or
      payments to any Creditor Party, which payment or payments or any part thereof
      are subsequently invalidated, declared to be fraudulent or preferential, set
      aside and/or required to be repaid to a trustee, receiver or any other party
      under any bankruptcy act, state or federal law, common law or equitable cause,
      then, to the extent of such payment or repayment, the obligation or part thereof
      intended to be satisfied shall be revived and continued in full force and effect
      as if said payment had not been made.




29.  Borrowing
      Agency Provisions .




(a)  Each
      Company hereby irrevocably designates Company Agent to be its attorney and
      agent
      and in such capacity to borrow, sign and endorse notes, and execute and deliver
      all instruments, documents, writings and further assurances now or hereafter
      required hereunder, on behalf of such Company, and hereby authorizes the Agent
      to pay over or credit all loan proceeds hereunder in accordance with the request
      of Company Agent.




(b)  The
      handling of this credit facility as a co-borrowing facility with a borrowing
      agent in the manner set forth in this Agreement is solely as an accommodation
      to
      the Companies and at their request. The Agent shall not incur any liability
      to
      any Company as a result thereof. To induce the Agent to do so and in
      consideration thereof, each Company hereby indemnifies the Agent and holds
      the
      Agent harmless from and against any and all liabilities, expenses, losses,
      damages and claims of damage or injury asserted against the Agent by any Person
      arising from or incurred by reason of the handling of the financing arrangements
      of the Companies due to the nature of this credit facility being a co-borrowing
      facility with a borrowing agent, reliance by the Agent on any request or
      instruction from Company Agent or any other action taken by the Agent with
      respect to this Paragraph 29, except to the extent that such liabilities,
      expenses, losses, damages and claims of damage or injury are solely the result
      of gross negligence or willful misconduct by the Agent.




46




(c)  All
      Obligations shall be joint and several, and the Companies shall make payment
      upon the maturity of the Obligations by acceleration or otherwise, and such
      obligation and liability on the part of the Companies shall in no way be
      affected by any extensions, renewals and forbearance granted by the Agent to
      any
      Company, failure of the Agent to give any Company notice of borrowing or any
      other notice, any failure of the Agent to pursue to preserve its rights against
      any Company, the release by the Agent of any Collateral now or thereafter
      acquired from any Company, and such agreement by any Company to pay upon any
      notice issued pursuant thereto is unconditional and unaffected by prior recourse
      by the Agent to any Company or any Collateral for such Company’s Obligations or
      the lack thereof.




(d)  Each
      Company expressly waives any and all rights of subrogation, reimbursement,
      indemnity, exoneration, contribution or any other claim which such Company
      may
      now or hereafter have against the other or other Person directly or contingently
      liable for the Obligations, or against or with respect to any other’s property
      (including, without limitation, any property which is Collateral for the
      Obligations), arising from the existence or performance of this Agreement,
      until
      all Obligations have been indefeasibly paid in full and this Agreement has
      been
      irrevocably terminated.




(e)  Each
      Company represents and warrants to the Agent that (i) Companies have one or
      more
      common shareholders, directors and officers, (ii) the businesses and corporate
      activities of Companies are closely related to, and substantially benefit,
      the
      business and corporate activities of Companies, (iii) the financial and other
      operations of Companies are performed on a combined basis as if Companies
      constituted a consolidated corporate group, (iv) Companies will receive a
      substantial economic benefit from entering into this Agreement and will receive
      a substantial economic benefit from the application of each Loan hereunder,
      in
      each case, whether or not such amount is used directly by any Company and (v)
      all requests for Loans hereunder by the Company Agent are for the exclusive
      and
      indivisible benefit of the Companies as though, for purposes of this Agreement,
      the Companies constituted a single entity.




30.  Notices .
      Any
      notice or request hereunder may be given to any Company, Company Agent or the
      Agent at the respective addresses set forth below (or, in the case of any notice
      to any other Creditor Party, at the address set forth opposite its name on
      the
      signature pages hereto) or as may hereafter be specified in a notice designated
      as a change of address under this Section. Any notice or request hereunder
      shall
      be given by registered or certified mail, return receipt requested, hand
      delivery, overnight mail or facsimile (confirmed by mail). Notices and requests
      shall be, in the case of those by hand delivery, deemed to have been given
      when
      delivered to any officer of the party to whom it is addressed, in the case
      of
      those by mail or overnight mail, deemed to have been given three (3) Business
      Days after the date when deposited in the mail or with the overnight mail
      carrier, and, in the case of a facsimile, when confirmed.




47




Notices
                  shall be provided as follows:If
                  to the Agent:
              LV
                  Administrative Services, Inc.335
                  Madison Avenue, 10th Fl.New
                  York, New York 10017Attention:Portfolio
                  ServicesTelephone:(212)541-5800Telecopier:(212)581-5037With
                  a copy to:
              Loeb
                  & Loeb LLP345
                  Park AvenueNew
                  York, New York 10154Attention:Scott
                  J. Giordano, Esq.Telephone:(212)407-4000Telecopier:(212)407-4990If
                  to any Company, or Company Agent:
              ProLink
                  Holdings Corp.410
                  S. Benson LaneChandler,
                  Arizona 85224Attention:Lawrence
                  D. Bain, ChiefExecutive
                  OfficerTelephone:(480)753-2318Facsimile:(480)785-7446With
                  a copy to:
              Mintz
                  Levin Cohn Ferris Glovsky andPopeo
                  P.C.Chrysler
                  Center666
                  Third AvenueNew
                  York, New York 10017Attention:Ivan
                  Blumenthal, Esq.Telephone:(212)935-3000Facsimile:(212)983-3115






48




or
      such
      other address as may be designated in writing hereafter in accordance with
      this
      Section 30 by such Person.




31.  Governing
      Law, Jurisdiction and Waiver of Jury Trial .




(a)  THIS
      AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
      CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF
      CONFLICTS OF LAW.




(b)  EACH
      COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE AND/OR FEDERAL COURTS LOCATED
      IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY COMPANY, ON THE ONE
      HAND, AND ANY CREDITOR PARTY, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT
      OR
      ANY OF THE ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED
      TO
      THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS; PROVIDED ,
      THAT
      EACH CREDITOR PARTY AND EACH COMPANY ACKNOWLEDGE THAT ANY APPEALS FROM THOSE
      COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW
      YORK, STATE OF NEW YORK; AND FURTHER  PROVIDED ,
      THAT
      NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY CREDITOR
      PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
      TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
      FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR
      OF
      ANY CREDITOR PARTY. EACH COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE
      TO
      SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
      COMPANY HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL
      JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS .
      EACH
      COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
      PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
      SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
      MAIL
      ADDRESSED TO COMPANY AGENT AT THE ADDRESS SET FORTH IN SECTION 30 AND THAT
      SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF COMPANY AGENT’S
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID.




49






(c)  THE
      PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF
      THE JUDICIAL SYSTEM AND/OR OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS
      TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
      DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN ANY CREDITOR
      PARTY, AND/OR ANY COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
      TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT,
      ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR
      THERETO.




32.  Limitation
      of Liability .
      Each
      Company acknowledges and understands that in order to assure repayment of the
      Obligations hereunder the Creditor Parties may be required to exercise any
      and
      all of the Creditor Parties’ rights and remedies hereunder and agrees that,
      except as limited by applicable law, neither the Creditor Parties nor any of
      their respective agents shall be liable for acts taken or omissions made in
      connection herewith or therewith except to the extent such acts or omissions
      result from or constitute actual bad faith, gross negligence or willful
      misconduct of the Creditor Parties or any of the Creditor Parties’
agents.




33.  Entire
      Understanding; Maximum Interest .
      This
      Agreement and the Ancillary Agreements contain the entire understanding among
      each Company, the Lenders and the Agent as to the subject matter hereof and
      thereof and any promises, representations, warranties or guarantees not herein
      contained shall have no force and effect unless in writing, signed by each
      Company’s and the Agent. Neither this Agreement, the Ancillary Agreements, nor
      any portion or provisions thereof may be changed, modified, amended, waived,
      supplemented, discharged, cancelled or terminated orally or by any course of
      dealing, or in any manner other than by an agreement in writing, signed by
      the
      party to be charged. Nothing contained in this Agreement, any Ancillary
      Agreement or in any document referred to herein or delivered in connection
      herewith shall be deemed to establish or require the payment of a rate of
      interest or other charges in excess of the Maximum Legal Rate. In the event
      that
      the rate of interest or dividends required to be paid or other charges hereunder
      exceed the Maximum Legal Rate, any payments in excess of such maximum shall
      be
      credited against amounts owed by the Companies to the Creditor Parties and
      thus
      refunded to the Companies.




50




34.  Severability .
      Wherever possible each provision of this Agreement or the Ancillary Agreements
      shall be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision of this Agreement or the Ancillary
      Agreements shall be prohibited by or invalid under applicable law such provision
      shall be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions
      thereof.




35.  Survival .
      The
      representations, warranties, covenants and agreements made herein shall survive
      any investigation made by any Creditor Party and the closing of the transactions
      contemplated hereby; provided , however ,
      the
      representations and warranties that relate solely to a specific date by their
      express terms shall only be deemed to have been made as of such date and are
      hereby represented and warranted to have been true and correct when made. All
      statements as to factual matters contained in any certificate or other
      instrument delivered by or on behalf of the Companies pursuant hereto in
      connection with the transactions contemplated hereby shall be deemed to be
      representations and warranties by the Companies hereunder solely as of the
      date
      of such certificate or instrument. All indemnities set forth herein shall
      survive the execution, delivery and termination of this Agreement and the
      Ancillary Agreements and the making and repaying of the
      Obligations.




36.  Captions .
      All
      captions are and shall be without substantive meaning or content of any kind
      whatsoever.




37.  Counterparts;
      Signatures .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original and all of which taken together shall constitute one
      and
      the same agreement. Any signature delivered by a party via facsimile or
      electronic transmission shall be deemed to be any original signature
      hereto.




38.  Construction .
      The
      parties acknowledge that each party and its counsel have reviewed this Agreement
      and that the normal rule of construction to the effect that any ambiguities
      are
      to be resolved against the drafting party shall not be employed in the
      interpretation of this Agreement or any amendments, schedules or exhibits
      thereto.




39.  Publicity .
      Each
      Company hereby authorizes each Creditor Party to make appropriate announcements
      of the financial arrangement entered into by and among each Company and each
      Creditor Party, including, without limitation, announcements which are commonly
      known as tombstones, in such publications and to such selected parties as the
      Agent shall in its sole and absolute discretion deem appropriate, or as required
      by applicable law.




51




40.  Joinder .
      It is
      understood and agreed that any Person that desires to become a Company
      hereunder, or is required to execute a counterpart of this Agreement after
      the
      date hereof pursuant to the requirements of this Agreement or any Ancillary
      Agreement, shall become a Company hereunder by (a) executing a Joinder Agreement
      in form and substance satisfactory to the Agent, (b) delivering supplements
      to
      such exhibits and annexes to this Agreement and the Ancillary Agreements as
      the
      Agent shall reasonably request and (c) taking all actions as specified in this
      Agreement as would have been taken by such Company had it been an original
      party
      to this Agreement, in each case with all documents required above to be
      delivered to the Agent and with all documents and actions required above to
      be
      taken to the reasonable satisfaction of the Agent.




41.  Legends .
      The
      Securities shall bear legends as follows;




(a)  The
      Notes
      shall bear substantially the following legend:




“THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY APPLICABLE, STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS
      OR
      AN EXEMPTION FROM SUCH REGISTRATION. THIS NOTE IS REGISTERED WITH THE COMPANY
      AGENT PURSUANT TO SECTION 24(B) OF THE SECURITY AGREEMENT. TRANSFER OF ALL
      OR
      ANY PORTION OF THIS NOTE IS PERMITTED SUBJECT TO THE PROVISIONS SET FORTH IN
      SUCH SECTION 24(B) WHICH REQUIRE, AMONG OTHER THINGS, THAT NO TRANSFER IS
      EFFECTIVE UNTIL THE TRANSFEREE IS REFLECTED AS SUCH ON THE REGISTRY MAINTAINED
      WITH THE AGENT PURSUANT TO SUCH SECTION 24(B).”




(b)  Any
      shares of Common Stock issued pursuant to conversion of the Secured Convertible
      Term Notes or exercise of the Warrants, shall bear a legend which shall be
      in
      substantially the following form until such shares are covered by an effective
      registration statement filed with the SEC:




“THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS.
      THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT
      AND
      APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH
      REGISTRATION.”




52




(c)  The
      Warrants shall bear substantially the following legend:




“THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR
      THE
      UNDERLYING SHARES OF COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE SECURITIES
      LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.”




(d)  The
      Closing Shares shall bear a legend which shall be in substantially the following
      form until such shares are covered by an effective registration statement filed
      with the SEC:




“THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS.
      THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
      REGISTRATION.”




42.  Agency .
      Each
      Lender has pursuant to an Administrative and Collateral Agency Agreement hereby
      designated and appointed the Agent as the administrative and collateral agent
      of
      such Lender under this Agreement and the Ancillary Agreements.




[Balance
      of page intentionally left blank; signature page follows.]




53






IN
      WITNESS WHEREOF, the parties have executed this AMENDED AND RESTATED SECURITY
      AGREEMENT as of the date first written above.




PROLINK HOLDINGS CORP.
                
                
                By: ****
                Name:
                Title:
                
                
                PROLINK
                  SOLUTIONS, LLC
                
                
                By:
                Name:
                Title:
                
                
                LV
                  ADMINISTRATIVE SERVICES, INC.,as
                  Agent
                
                
                By:
                Name:
                Title:
                
                
                VALENS
                  U.S. SPV I, LLC
                
                
                By: 
                    Valens Capital Management, LLC, itsinvestment
                    manager
                  
                  
                  By:
                  Name:
                  Title:






SIGNATURE
      PAGE TO


SECURITY
      AGREEMENT




54




VALENS
                    OFFSHORE SPV I, LTD.
                
                
                By:Valens
                  Capital Management, LLC, itsinvestment
                  manager
                By:
                  Name:
                  Title:
                  
                  PSOURCE
                    STRUCTURED DEBT LIMITED
                  
                  
                  
                  By:
                  Name:
                  Title:
                  
                  CALLIOPE
                    CAPITAL CORPORATION
                  
                  By: 
                    Laurus Capital Management, LLC, itsinvestment
                    manager
                  
                  By:
                    Name:
                    Title:


55






Annex
      A - Definitions




“ Account
      Debtor ”
means
      any Person who is or may be obligated with respect to, or on account of, an
      Account.




“ Accountants ”
has
      the
      meaning given to such term in Section 11(a).




“ Accounts ”
means
      all “accounts”, as such term is defined in the UCC, now owned or hereafter
      acquired by any Person, including: (a) all accounts receivable, other
      receivables, book debts and other forms of obligations (other than forms of
      obligations evidenced by Chattel Paper or Instruments) (including any such
      obligations that may be characterized as an account or contract right under
      the
      UCC); (b) all of such Person’s rights in, to and under all purchase orders or
      receipts for goods or services; (c) all of such Person’s rights to any goods
      represented by any of the foregoing (including unpaid sellers’ rights of
      rescission, replevin, reclamation and stoppage in transit and rights to
      returned, reclaimed or repossessed goods); (d) all rights to payment due to
      such
      Person for Goods or other property sold, leased, licensed, assigned or otherwise
      disposed of, for a policy of insurance issued or to be issued, for a secondary
      obligation incurred or to be incurred, for energy provided or to be provided,
      for the use or hire of a vessel under a charter or other contract, arising
      out
      of the use of a credit card or charge card, or for services rendered or to
      be
      rendered by such Person or in connection with any other transaction (whether
      or
      not yet earned by performance on the part of such Person); and (e) all
      collateral security of any kind given by any Account Debtor or any other Person
      with respect to any of the foregoing.




“ Accounts
      Availability ”
means
      the sum of (a) ninety percent (90%) of the net face amount of Eligible Accounts plus (b)
      ninety percent (90%) of the net face amount of Eligible Credit Insured
      Accounts.




“ Additional
      Advance ”
has
      the
      meaning given such term in Section 2(b).




“ Administrative
      and Collateral Agency Agreement ”
means
      the Administrative and Collateral Agency Agreement among the Agent, the Lenders
      and such other parties thereto from time to time, as amended, modified,
      supplemented and restated from time to time.




“Affiliate”
      means, with respect to any Person, (a) any other Person (other than a
      Subsidiary) which, directly or indirectly, is in control of, is controlled
      by,
      or is under common control with such Person, (b) any other Person that, directly
      or indirectly, owns or controls, whether beneficially, or as trustee, guardian
      or other fiduciary, twenty-five percent (25.0%) or more of the Equity Interests
      having ordinary voting power in the election of directors of such Person, (c)
      any other Person who is a director, officer, joint venturer or partner (i)
      of
      such Person, (ii) of any Subsidiary of such Person or (iii) of any Person
      described in clause (a) above or (d) in the case of the Companies, the immediate
      family members, spouses and lineal descendants of individuals who are Affiliates
      of such Companies. For the purposes of this definition, control of a Person
      shall mean the power (direct or indirect) to direct or cause the direction
      of
      the management and policies of such Person whether by contract or otherwise;
      provided however, that the term “Affiliate” shall
      specifically exclude any Creditor Party.




-1-




“ Ancillary
      Agreements ”
means
      the Notes, the Warrants, the Registration Rights Agreements, the Security
      Documents, the Contingent Payment Agreement, and all other agreements,
      instruments, documents, mortgages, pledges, powers of attorney, consents,
      assignments, contracts, notices, security agreements, trust agreements and
      guarantees whether heretofore, concurrently, or hereafter executed by or on
      behalf of any Company, any of its Subsidiaries or any other Person or delivered
      to any of the Creditor Parties, relating to this Agreement or to the
      transactions contemplated by this Agreement or otherwise relating to the
      relationship between or among any Company and any Creditor Party as contemplated
      by this Agreement, as each of the same may be amended, supplemented, restated
      or
      otherwise modified from time to time.




“ Approved
      Lease ”
means
      a
      valid and binding lease agreement, in form and substance satisfactory to the
      Agent, between a Golf Course Customer and an Approved Leasing Company pursuant
      to which such Golf Course Customer has agreed to lease the Products listed
      thereon from such Approved Leasing Company, the effectiveness of which is
      subject only to the earlier to occur of (a) the receipt by such Approved Leasing
      Company of written acknowledgement by such Golf Course Customer of the delivery
      and acceptance of the Products listed on the lease agreement or (b) the passage
      of ten (10) days from the date of delivery of such Products to such Golf Course
      Customer during which period such Golf Course Customer has not delivered notice
      to the Approved Leasing Company that it is not accepting the
      Products.




“ Approved
      Leasing Company ”
means
      the leasing companies listed on Schedule 3 attached hereto and any other leasing
      company approved by the Agent from time to time in its sole
      discretion.




“ Assignment
      Agreement ”
has
      the
      meaning given such term in Section 24(a).




“ Balance
      Sheet Date ”
has
      the
      meaning given such term in Section 12(f)(ii).




“ Books
      and Records ”
means
      all books, records, board minutes, contracts, licenses, insurance policies,
      environmental audits, business plans, files, computer files, computer discs
      and
      other data and software storage and media devices, accounting books and records,
      financial statements (actual and pro forma), filings with Governmental
      Authorities and any and all records and instruments relating to the Collateral
      or otherwise necessary or helpful in the collection thereof or the realization
      thereupon.




“ Business
      Day ”
means
      a
      day on which the Creditor Parties are open for business and that is not a
      Saturday, a Sunday or other day on which banks are required or permitted to
      be
      closed in the State of New York.




“ Calliope ”
has
      the
      meaning given such term in Section 2(b).




“ Capital
      Availability Amount ”
means
      $6,000,000.




“ Capital
      Expenditures ” means,
      for any Person for any period, the aggregate of all expenditures, whether or
      not
      made through the incurrence of Indebtedness, by such Person and its Subsidiaries
      during such period for the acquisition, leasing (pursuant to a Capital Lease),
      construction, replacement, repair, substitution or improvement of fixed or
      capital assets or additions to equipment, in each case required to be
      capitalized under GAAP on a Consolidated balance sheet of such
      Person.




-2-




“ Capital
      Lease ”
means,
      with respect to any Person, any lease of, or other arrangement conveying the
      right to use, any property (whether real, personal or mixed) by such Person
      as
      lessee that has been or should be accounted for as a capital lease on a balance
      sheet of such Person prepared in accordance with GAAP.




“ Capitalized
      Lease Obligations ”
means,
      at any time, with respect to any Capital Lease, any lease entered into as part
      of any sale/leaseback transaction of any Person or any synthetic lease, the
      amount of all obligations of such Person that is (or that would be, if such
      synthetic lease or other lease were accounted for as a Capital Lease)
      capitalized on a balance sheet of such Person prepared in accordance with
      GAAP.




“ Charter ”
has
      the
      meaning given such term in Section 12(c)(iv).




“ Chattel
      Paper ”
means
      all “chattel paper,” as such term is defined in the UCC, including electronic
      chattel paper, now owned or hereafter acquired by any Person.




“ Closing
      Date ”
means
      the date hereof.




“ Closing
      Shares ”
means
      the 1,000,000 shares of Common Stock of Parent previously issued to Laurus
      Master Fund, Ltd. pursuant to the Proposal Letter dated as of March 19, 2008
      by
      Parent in favor of the Creditor Parties.




“ Code ”
has
      the
      meaning given such term in Section 15(i).




“ Collateral ”
means
      all of each Company’s property and assets, whether real or personal, tangible or
      intangible, and whether now owned or hereafter acquired, or in which it now
      has
      or at any time in the future may acquire any right, title or interests including
      all of the following property in which it now has or at any time in the future
      may acquire any right, title or interest:




(a)  all
      Inventory;




(b)  all
      Equipment;




(c)  all
      Fixtures;




(d)  all
      Goods;




(e)  all
      General Intangibles;




(f)  all
      Accounts;




(g)  all
      Deposit Accounts, other bank accounts and all funds on deposit
      therein;




(h)  all
      Investment Property;




-3-




(i)  all
      Equity Interests;




(j)  all
      Chattel Paper;




(k)  all
      Letter-of-Credit Rights;




(l)  all
      Instruments;




(m)  all
      Commercial Tort Claims, including without limitation the claims set forth on Schedule
      1(A) ;




(n)  all
      Books
      and Records;




(o)  all
      Intellectual Property;




(p)  all
      Documents;




(q)  all
      Supporting Obligations including letters of credit and guarantees issued in
      support of Accounts, Chattel Paper, General Intangibles and Investment
      Property;




(r)  (i)
      all
      money, cash and cash equivalents and (ii) all cash held as cash collateral,
      all
      other cash or property at any time on deposit with or held by the Agent for
      the
      account of any Company (whether for safekeeping, custody, pledge, transmission
      or otherwise); and




(s)  all
      products and Proceeds of all or any of the foregoing, tort claims and all claims
      and other rights to payment including (i) insurance claims against third parties
      for loss of, damage to, or destruction of, the foregoing Collateral and (ii)
      payments due or to become due under leases, licenses, rentals and hires of
      any
      or all of the foregoing and Proceeds payable under, or unearned premiums with
      respect to policies of insurance in whatever form.




“ Commercial
      Tort Claims ”
means
      all “commercial tort claims”, as such term is defined in the UCC, now owned or
      hereafter acquired by any Person.




“ Commitment
      Annex ”
means Annex
      B to this
      Agreement.




“ Common
      Stock ”
means
      the shares of stock representing the Parent’s common equity
      interests.




“ Company
      Agent ”
means
      the Parent.




“ Compliance
      Certificate ”
means
      a
      certificate substantially in the form of Exhibit C .




“ Consolidated ”
means,
      with respect to any Person, the accounts of such Person and its Subsidiaries
      consolidated in accordance with GAAP.




“ Consolidated
      Cash Interest Expense ”
means,
      with respect to any Person for any period, the Consolidated Interest Expense
      of
      such Person for such period less the sum of, in each case to the extent included
      in the definition of Consolidated Interest Expense, (a) the amortized amount
      of
      debt discount and debt issuance costs, (b) charges relating to write-ups or
      write-downs in the book or carrying value of existing Consolidated Total Debt,
      (c) interest payable in evidences of Indebtedness or by addition to the
      principal of the related Indebtedness and (d) other non-cash
      interest.




-4-




“ Consolidated
      EBITDA ”
means,
      with respect to any Person for any period, (a) the Consolidated Net Income
      of
      such Person for such period plus (b) the sum of, in each case to the extent
      included in the calculation of such Consolidated Net Income but without
      duplication, (i) any provision for United States federal income taxes or other
      taxes measured by net income, (ii) Consolidated Interest Expense, amortization
      of debt discount and commissions and other fees and charges associated with
      Indebtedness (except amortization and expenses related to the consummation
      of
      the initial Loans on the Closing Date and the payment of all fees, costs and
      expenses associated with the foregoing), (iii) any loss from extraordinary
      items, (iv) any depreciation, depletion and amortization expense, (v) any
      aggregate net loss on the sale of property (other than accounts (as defined
      under the applicable UCC) and Inventory) outside the ordinary course of business
      and (vi) any other non-cash expenditure, charge or loss for such period (other
      than any non-cash expenditure, charge or loss relating to write-offs,
      write-downs or reserves with respect to accounts (as defined under the
      applicable UCC) and Inventory), including the amount of any compensation
      deduction as the result of any grant of Equity Interests to employees, officers,
      directors or consultants and minus (c) the sum of, in each case to the extent
      included in the calculation of such Consolidated Net Income and without
      duplication, (i) any credit for United States federal income taxes or other
      taxes measured by net income, (ii) any interest income, (iii) any gain from
      extraordinary items and any other non-recurring gain, (iv) any aggregate net
      gain from the sale of property (other than accounts (as defined in the
      applicable UCC) and Inventory) out of the ordinary course of business by such
      Person, (v) any other non-cash gain, including any reversal of a charge referred
      to in clause (b)(vi) above by reason of a decrease in the value of any Equity
      Interests, and (vi) any other cash payment in respect of expenditures, charges
      and losses that have been added to Consolidated EBITDA of such Person pursuant
      to clause (b)(vi) above in any prior period.




“ Consolidated
      Fixed Charge Coverage Ratio ”
means,
      with respect to any Person for any period, the ratio of (a) Consolidated EBITDA
      of such Person for such period minus Capital Expenditures of such Person for
      such period minus the total liability for United States federal income taxes
      and
      other taxes measured by net income actually payable by such Person in respect
      of
      such period to (b) the Consolidated Fixed Charges of such Person for such
      period.




“ Consolidated
      Fixed Charges ”
means,
      with respect to any Person for any period, the sum, determined on a Consolidated
      basis, of (a) the Consolidated Cash Interest Expense of such Person and its
      Subsidiaries for such period, (b) the principal amount of Consolidated Total
      Debt of such Person and its Subsidiaries having a scheduled due date during
      such
      period, (c) all cash dividends payable by such Person and its Subsidiaries
      on
      Equity Interests in respect of such period to Persons other than such Person
      and
      its Subsidiaries and (d) all commitment fees and other costs, fees and expenses
      payable by such Person and its Subsidiaries during such period in order to
      effect, or because of, the incurrence of any Indebtedness.




-5-




“ Consolidated
      Interest Expense ”
means,
      for any Person for any period, (a) Consolidated total interest expense of such
      Person and its Subsidiaries for such period and including, in any event, (i)
      interest capitalized during such period and net costs under Interest Rate
      Contracts for such period and (ii) all fees, charges, commissions, discounts
      and
      other similar obligations (other than reimbursement obligations) with respect
      to
      letters of credit, bank guarantees, banker’s acceptances, surety bonds and
      performance bonds (whether or not matured) payable by such Person and its
      Subsidiaries during such period minus (b) the sum of (i) Consolidated net gains
      of such Person and its Subsidiaries under Interest Rate Contracts for such
      period and (ii) Consolidated interest income of such Person and its Subsidiaries
      for such period.




“ Consolidated
      Leverage Ratio ”
means,
      with respect to any Person as of any date, the ratio of (a) Consolidated Total
      Debt of such Person outstanding as of such date to (b) Consolidated EBITDA
      for
      such Person for the last period of four consecutive fiscal quarters ending
      on or
      before such date.




“ Consolidated
      Net Income ”
means,
      with respect to any Person, for any period, the Consolidated net income (or
      loss) of such Person and its Subsidiaries for such period; provided, however,
      that the following shall be excluded: (a) the net income of any other Person
      in
      which such Person or one of its Subsidiaries has a joint interest with a
      third-party (which interest does not cause the net income of such other Person
      to be Consolidated into the net income of such Person), except to the extent
      of
      the amount of dividends or distributions paid to such Person or Subsidiary,
      (b)
      the net income of any Subsidiary of such Person that is, on the last day of
      such
      period, subject to any restriction or limitation on the payment of dividends
      or
      the making of other distributions, to the extent of such restriction or
      limitation and (c) the net income of any other Person arising prior to such
      other Person becoming a Subsidiary of such Person or merging or consolidating
      into such Person or its Subsidiaries.




“ Consolidated
      Total Debt ”
of
      any
      Person means all Indebtedness of a type described in clause (a), (b), (c)(i),
      (d), (f), (g) or (i) of the definition thereof, in each case of such Person
      and
      its Subsidiaries on a Consolidated basis.




“ Contingent
      Payment Agreement ”
means
      each of those certain Contingent Payment Agreements dated as of the Closing
      Date
      by the Companies in favor of each of Valens U.S. SPV I, LLC, Valens Offshore
      SPV
      I, Ltd. and Calliope, as each of the same may be amended, modified and
      supplemented from time to time.




“ Contract
      Rate ”
has
      the
      meaning given such term in the Secured Convertible Term Notes.




“ Contractual
      Obligation ”
means,
      with respect to any Person, any provision of any indenture, mortgage, deed
      of
      trust, contract, undertaking, agreement or other instrument to which such Person
      is a party or by which it or any of its property is bound or to which any of
      its
      property is subject.




“ Default ”
means
      any act or event which, with the giving of notice or passage of time or both,
      would constitute an Event of Default.




-6-




“ Deposit
      Accounts ”
means
      all “deposit accounts” as such term is defined in the UCC, now or hereafter held
      in the name of any Person, including, without limitation, the
      Lockboxes.




“ Disclosure
      Controls ”
has
      the
      meaning given such term in Section 12(f)(iv).




“ Documents ”
means
      all “documents”, as such term is defined in the UCC, now owned or hereafter
      acquired by any Person, wherever located, including all bills of lading, dock
      warrants, dock receipts, warehouse receipts, and other documents of title,
      whether negotiable or non-negotiable.




“Eligible
      Accounts” means each Account of each Company which conforms to the following
      criteria: (a) shipment of the merchandise or the rendition of services has
      been
      completed; (b) no return, rejection or repossession of the merchandise has
      occurred; (c) merchandise or services shall not have been rejected or disputed
      by the Account Debtor and there shall not have been asserted any offset, defense
      or counterclaim; (d) continues to be in full conformity with the representations
      and warranties made by such Company to the Agent with respect thereto; (e)
      the
      Agent is, and continues to be, satisfied, in its reasonable credit judgment,
      with the credit standing of the Account Debtor in relation to the amount of
      credit extended; (f) there are no facts existing or threatened which are likely
      to result in any adverse change in an Account Debtor’s financial condition; (g)
      is documented by an invoice in a form approved by the Agent and shall not be
      unpaid more than ninety (90) days from invoice date; (h) not more than
      twenty-five percent (25%) of the unpaid amount of invoices due from such Account
      Debtor remains unpaid more than ninety (90) days from invoice date; (i) is
      not
      evidenced by chattel paper or an instrument of any kind with respect to or
      in
      payment of the Account unless such instrument is duly endorsed to and in
      possession of the Agent or represents a check in payment of an Account; (j)
      the
      Account Debtor is located in the United States, the United Kingdom or Canada;
      (k) the Agent has a first priority perfected Lien in such Account and such
      Account is not subject to any Lien other than Permitted Liens; (l) does not
      arise out of transactions with any employee, officer, director, stockholder
      or
      Affiliate of any Company; (m) is payable to such Company; (n) does not arise
      out
      of a bill and hold sale prior to shipment and does not arise out of a sale
      to
      any Person to which such Company is indebted; (o) is net of any returns,
      discounts, claims, credits and allowances; (p) is net of any royalty fees
      payable by such Company in connection with such Account; (q) if the Account
      arises out of contracts between such Company, on the one hand, and the United
      States, on the other hand, any state, or any department, agency or
      instrumentality of any of them, such Company has so notified the Agent, in
      writing, prior to the creation of such Account, and there has been compliance
      with any governmental notice or approval requirements, including compliance
      with
      the Federal Assignment of Claims Act; (r) is a good and valid account
      representing an undisputed bona fide indebtedness incurred by the Account Debtor
      therein named, for a fixed sum as set forth in the invoice relating thereto
      with
      respect to an unconditional sale and delivery upon the stated terms of goods
      sold by such Company or work, labor and/or services rendered by such Company;
      (s) does not arise out of progress billings prior to completion of the order;
      (t) the total unpaid Accounts from such Account Debtor does not exceed
      twenty-five percent (25%) of all Eligible Accounts; (u) such Company’s right to
      payment is absolute and not contingent upon the fulfillment of any condition
      whatsoever; (v) such Company is able to bring suit and enforce its remedies
      against the Account Debtor through judicial process; (w) does not represent
      interest payments, late or finance charges owing to such Company, and (x) it
      otherwise satisfactory to the Agent as determined by the Agent in the exercise
      of its commercially reasonable discretion exercised in good faith. In the event
      any Company requests that the Agent include within Eligible Accounts certain
      Accounts of one or more of such Company’s acquisition targets, the Agent shall
      at the time of such request consider such inclusion, but any such inclusion
      shall be at the sole option of the Agent and shall at all times be subject
      to
      the execution and delivery to the Agent of all such documentation (including,
      without limitation, guaranty and security documentation) as the Agent may
      require in its sole discretion.




-7-




“ Eligible
      Credit Insured Accounts ”
means
      each Account of each Company which conforms to the following criteria: (a)
      the
      Account Debtor is not located in the United States, the United Kingdom or
      Canada, (b) such Account is insured a minimum of ninety-five (95%) under an
      Ex-Im Bank Multi-Buyer Export Credit Insurance Policy issued by the
      Export-Import Bank of the United States (the “ Credit
      Insurance Policy ”),
      with
      such coverages, terms and amounts acceptable to the Agent in its sole and
      absolute discretion, which Credit Insurance Policy has been assigned to the
      Agent on terms and conditions acceptable to the Agent in its sole and absolute
      discretion and (c) except for the failure to comply with subsection (j) of
      such
      definition, is otherwise deemed an “Eligible Account” hereunder. For the
      avoidance of doubt, “Eligible Credit Insured Accounts” shall include Accounts
      due from Elumina Iberica, S.A. in an aggregate amount of up to $1,000,000 so
      long as such Accounts are covered by the Credit Insurance Policy, such Credit
      Insurance Policy shall be in full force and effect, and no event shall have
      occurred which Agent has determined in the exercise of its reasonable discretion
      would have an adverse effect on the status of the Credit Insurance
      Policy.




“ Eligible
      Purchase Order ”
means
      each Purchase Order of each Company which conforms to the following criteria:
      (a) such Company has irrevocably directed the Approved Leasing Company to make
      payments of all amounts due under such Purchase Order to the Lockboxes, (b)
      copies of such Purchase Order and an Approved Lease covering the Products listed
      in such Purchase Order shall be in form and substance satisfactory to the Agent,
      (c) the Products set forth in such Purchase Order have been shipped to the
      applicable Golf Course Customer and the Agent has received satisfactory evidence
      of such shipment, (d) such Purchase Order shall not be unpaid more than thirty
      (30) days from the date the Products listed in such Purchase Order have been
      shipped to the applicable Golf Course Customer, (e) such Purchase Order has
      not
      been cancelled by the Approved Leasing Company or the Golf Course Customer
      named
      thereon, (f) the Golf Course Customer to whom the Products listed in such
      Purchase Order have been shipped has not notified the Approved Leasing Company
      that it is not accepting such Products, (g) if an Approved Leasing Company
      has
      succeeded to the rights of the lessor named in the Approved Lease covering
      the
      Products listed in such Purchase Order pursuant to an assignment of such
      Approved Lease by ProLink Solutions, LLC, d/b/a ProLink Capital, the
      consideration paid by the Approved Leasing Company to ProLink Solutions, LLC,
      d/b/a ProLink Capital, under such assignment shall not be less than the amount
      due under such Purchase Order, (h) the Agent has taken such action as it chooses
      to verify the validity of such Purchase Order which verification may include,
      without limitation, direct confirmation from the Approved Leasing Company and/or
      the Golf Course Customer, (i) such Purchase Order, the Products listed thereon
      and the related Purchase Order Proceeds are free and clear of all Liens except
      Permitted Liens, and (j) such Purchase Order is otherwise satisfactory to the
      Agent as determined by the Agent in the exercise of its sole
      discretion.




-8-




“ Eligible
      Subsidiary ”
means
      each Subsidiary of the Parent set forth on Exhibit
      A hereto,
      as the same may be updated from time to time with the Agent’s written
      consent.




“ Equipment ”
means
      all “equipment” as such term is defined in the UCC, now owned or hereafter
      acquired by any Person, wherever located, including any and all machinery,
      apparatus, equipment, fittings, furniture, Fixtures, motor vehicles and other
      tangible personal property (other than Inventory) of every kind and description
      that may be now or hereafter used in such Person’s operations or that are owned
      by such Person or in which such Person may have an interest, and all parts,
      accessories and accessions thereto and substitutions and replacements
      therefor.




“ Equity
      Interests ”
shall
      mean, with respect to any Person, any and all shares, rights to purchase,
      options, warrants, general, limited or limited liability partnership interests,
      member interests, units, participations or other equivalents of or interest
      in
      (regardless of how designated) equity of such Person, whether voting or
      nonvoting, including common stock, preferred stock, convertible securities
      or
      any other “equity security” (as such term is defined in Rule 3a11-1 of the
      General Rules and Regulations promulgated by the SEC (or any successor thereto)
      under the Exchange Act).




“ ERISA ”
has
      the
      meaning given such term in Section 12(bb).




“ Event
      of Default ”
means
      the occurrence of any of the events set forth in Section 19.




“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended.




“ Exchange
      Act Filings ”
means
      the Parent’s filings under the Exchange Act made prior to the date of this
      Agreement.




“ Excluded
      Taxes ”
means,
      (a) with respect to any Creditor Party, taxes imposed on or measured by its
      overall net income and franchise taxes imposed on it in lieu of net income
      taxes, by the jurisdiction (or any political subdivision thereof) under the
      laws
      of which such Creditor Party is incorporated or organized or by the jurisdiction
      (or any political subdivision thereof) in which the principal place of
      management or applicable lending office of such Creditor Party is located,
      and
      (b) with respect to PSource Structured Debt Limited, U.S. federal income and
      withholding taxes imposed on the interest portion of any Contingent Payment
      (as
      determined under the principles of Section 5.8 of the PSource Secured
      Convertible Term Note).




“ Financial
      Reporting Controls ”
has
      the
      meaning given such term in Section 12(f)(v).




“ Fixtures ”
means
      all “fixtures” as such term is defined in the UCC, now owned or hereafter
      acquired by any Person.




“ Formula
      Amount ”
means
      the Receivable Formula Amount and the Purchase Order Formula Amount,
      collectively.




-9-




“ GAAP ”
means
      generally accepted accounting principles, practices and procedures in effect
      from time to time in the United States of America.




“ General
      Intangibles ”
means
      all “general intangibles” as such term is defined in the UCC, now owned or
      hereafter acquired by any Person and in any event shall include all right,
      title
      and interest that such Person may now or hereafter have in or under any
      contract, all Payment Intangibles, customer lists, Intellectual Property,
      interests in partnerships, joint ventures and other business associations,
      permits, proprietary or confidential information, inventions (whether or not
      patented or patentable), technical information, procedures, designs, knowledge,
      know-how, Software, data bases, data, skill, expertise, experience, processes,
      models, drawings, materials, Books and Records, Goodwill (including the Goodwill
      associated with any Intellectual Property), all rights and claims in or under
      insurance policies (including insurance for fire, damage, loss, and casualty,
      whether covering personal property, real property, tangible rights or intangible
      rights, all liability, life, key-person, and business interruption insurance,
      and all unearned premiums), uncertificated securities, choses in action, deposit
      accounts, rights to receive tax refunds and other payments, rights to received
      dividends, distributions, cash, Instruments and other property in respect of
      or
      in exchange for pledged Equity Interests and Investment Property, and rights
      of
      indemnification.




“ Golf
      Course Customer ”
means
      a
      golf course owner to which Products are shipped pursuant to a Purchase
      Order.




“ Goods ”
means
      all “goods”, as such term is defined in the UCC, now owned or hereafter acquired
      by any Person, wherever located, including embedded software to the extent
      included in “goods” as defined in the UCC, manufactured homes, fixtures,
      standing timber that is cut and removed for sale and unborn young of
      animals.




“ Goodwill ”
means
      all goodwill, trade secrets, proprietary or confidential information, technical
      information, procedures, formulae, quality control standards, designs, operating
      and training manuals, customer lists, and distribution agreements now owned
      or
      hereafter acquired by any Person.




“ Governmental
      Authority ”
means
      any nation or government, any state or other political subdivision thereof,
      and
      any agency, department or other entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.




“ Guaranty
      Obligation ”
means,
      as applied to any Person, any direct or indirect liability, contingent or
      otherwise, of such Person for any Indebtedness, lease, dividend or other
      obligation (the “primary obligation”) of another Person (the “primary obligor”),
      if the purpose or intent of such Person in incurring such liability, or the
      economic effect thereof, is to guarantee such primary obligation or provide
      support, assurance or comfort to the holder of such primary obligation or to
      protect or indemnify such holder against loss with respect to such primary
      obligation, including (a) the direct or indirect guaranty, endorsement (other
      than for collection or deposit in the ordinary course of business), co-making,
      discounting with recourse or sale with recourse by such Person of any primary
      obligation, (b) the incurrence of reimbursement obligations with respect to
      any
      letter of credit or bank guarantee in support of any primary obligation, (c)
      the
      existence of any Lien, or any right, contingent or otherwise, to receive a
      Lien,
      on the property of such Person securing any part of any primary obligation
      and
      (d) any liability of such Person for a primary obligation through any
      Contractual Obligation (contingent or otherwise) or other arrangement (i) to
      purchase, repurchase or otherwise acquire such primary obligation or any
      security therefor or to provide funds for the payment or discharge of such
      primary obligation (whether in the form of a loan, advance, stock purchase,
      capital contribution or otherwise), (ii) to maintain the solvency, working
      capital, equity capital or any balance sheet item, level of income or cash
      flow,
      liquidity or financial condition of any primary obligor, (iii) to make
      take-or-pay or similar payments, if required, regardless of non-performance
      by
      any other party to any Contractual Obligation, (iv) to purchase, sell or lease
      (as lessor or lessee) any property, or to purchase or sell services, primarily
      for the purpose of enabling the primary obligor to satisfy such primary
      obligation or to protect the holder of such primary obligation against loss
      or
      (v) to supply funds to or in any other manner invest in, such primary obligor
      (including to pay for property or services irrespective of whether such property
      is received or such services are rendered); provided, however, that “Guaranty
      Obligations” shall not include (x) endorsements for collection or deposit in the
      ordinary course of business and (y) product warranties given in the ordinary
      course of business. The outstanding amount of any Guaranty Obligation shall
      equal the outstanding amount of the primary obligation so guaranteed or
      otherwise supported or, if lower, the stated maximum amount for which such
      Person may be liable under such Guaranty Obligation.




-10-




“ Hedging
      Agreement ”
means
      any Interest Rate Contract, foreign exchange, swap, option or forward contract,
      spot, cap, floor or collar transaction, any other derivative instrument and
      any
      other similar speculative transaction and any other similar agreement or
      arrangement designed to alter the risks of any Person arising from fluctuations
      in any underlying variable.




“ Indebtedness ”
of
      any
      Person means, without duplication, any of the following, whether or not matured:
      (a) all indebtedness for borrowed money (including, without limitation, all
      principal, interest, fees and charges relating thereto), (b) all obligations
      evidenced by notes, bonds, debentures or similar instruments, (c) all
      reimbursement and all obligations with respect to (i) letters of credit, bank
      guarantees or bankers’ acceptances or (ii) surety, customs, reclamation or
      performance bonds (in each case not related to judgments or litigation) other
      than those entered into in the ordinary course of business, (d) all obligations
      to pay the deferred purchase price of property or services, other than trade
      payables incurred in the ordinary course of business, (e) all obligations
      created or arising under any conditional sale or other title retention
      agreement, regardless of whether the rights and remedies of the seller or lender
      under such agreement in the event of default are limited to repossession or
      sale
      of such property, (f) all Capitalized Lease Obligations, (g) all obligations,
      whether or not contingent, to purchase, redeem, retire, defease or otherwise
      acquire for value any of its own Equity Interests (or any Equity Interests
      of a
      direct or indirect parent entity thereof) prior to the date that is 180 days
      after the later of the expiration of (i) the Term Loan Term or (ii) the Revolver
      Term, valued at, in the case of redeemable preferred Equity Interests, the
      greater of the voluntary liquidation preference and the involuntary liquidation
      preference of such Equity Interests plus accrued and unpaid dividends, (h)
      all
      payments that would be required to be made in respect of any Hedging Agreement
      in the event of a termination (including an early termination) on the date
      of
      determination and (i) all Guaranty Obligations for obligations of any other
      Person constituting Indebtedness of such other Person; provided, however, that
      the items in each of clauses (a) through (i) above shall constitute
“Indebtedness” of such Person solely to the extent, directly or indirectly, (x)
      such Person is liable for any part of any such item, (y) any such item is
      secured by a Lien on such Person’s property or (z) any other Person has a right,
      contingent or otherwise, to cause such Person to become liable for any part
      of
      any such item or to grant such a Lien.




-11-




“ Instruments ”
means
      all “instruments”, as such term is defined in the UCC, now owned or hereafter
      acquired by any Person, wherever located, including all certificated securities
      and all promissory notes and other evidences of indebtedness, other than
      instruments that constitute, or are a part of a group of writings that
      constitute, Chattel Paper.




“ Intellectual
      Property ”
means
      any and all of the following, throughout the world, patents, trademarks
      tradenames, corporate names, fictitious business names, internet domain names,
      trade styles, service marks, logos, and other source of business identifiers
      and
      the goodwill symbolized by and connected with the use thereof; copyrights,
      mask
      works, designs, inventions, trade secrets, information, databases, rights of
      publicity, software, and any other proprietary rights and processes; any
      licenses to use any of the foregoing owned by a third party; registrations,
      applications and recordings pertaining to any of the foregoing; and rights
      to
      sue for past, present and future infringement, dilution, misappropriation,
      or
      other violation of any of the foregoing.




“ Interest
      Rate Contracts ”
means
      all interest rate swap agreements, interest rate cap agreements, interest rate
      collar agreements and interest rate insurance.




“ Inventory ”
means
      all “inventory”, as such term is defined in the UCC, now owned or hereafter
      acquired by any Person, wherever located, including all inventory, merchandise,
      goods and other personal property that are held by or on behalf of such Person
      for sale or lease or are furnished or are to be furnished under a contract
      of
      service or that constitute raw materials, work in process, finished goods,
      returned goods, or materials or supplies of any kind, nature or description
      used
      or consumed or to be used or consumed in such Person’s business or in the
      processing, production, packaging, promotion, delivery or shipping of the same,
      including all supplies and embedded software.




“ Investment
      Property ”
means
      all “investment property”, as such term is defined in the UCC, now owned or
      hereafter acquired by any Person, wherever located.




“ Investor
      First Refusal Rights ”
means
      those rights granted by the Parent to Qualified Investors (as defined in the
      SPA) pursuant to Section 4.8 of the SPA, as in effect on the Original Closing
      Date.




“ Lender ”
has
      the
      meaning given such term in the preamble.




“ Letter-of-Credit
      Rights ”
means
      “letter-of-credit rights” as such term is defined in the UCC, now owned or
      hereafter acquired by any Person, including rights to payment or performance
      under a letter of credit, whether or not such Person, as beneficiary, has
      demanded or is entitled to demand payment or performance.




“ Lien ”
means
      any mortgage, security deed, deed of trust, pledge, hypothecation, assignment,
      security interest, lien (whether statutory or otherwise), charge, claim or
      encumbrance, or preference, priority or other security agreement or preferential
      arrangement held or asserted in respect of any asset of any kind or nature
      whatsoever including any conditional sale or other title retention agreement,
      any lease having substantially the same economic effect as any of the foregoing,
      and the filing of, or agreement to give, any financing statement under the
      UCC
      or comparable law of any jurisdiction.




-12-




“ Loans ”
means
      collectively, the Revolving Loans, the Term Loan and all other extensions of
      credit hereunder and under any Ancillary Agreement.




“ Lockboxes ”
has
      the
      meaning given such term in Section 8(a).




“Material
      Adverse Effect” means a material adverse effect on (a) the business, assets,
      liabilities, condition (financial or otherwise), properties, operations or
      prospects of any Company or any of its Subsidiaries (taken individually and
      as a
      whole), (b) any Company’s or any of its Subsidiary’s ability to pay or perform
      the Obligations in accordance with the terms hereof or any Ancillary Agreement,
      (c) the sufficiency and/or value of the Collateral, the Liens on the Collateral
      or the priority of any such Lien or (d) the practical realization of the
      benefits of the Creditor Parties’ rights and remedies under this Agreement and
      the Ancillary Agreements. Without limiting the foregoing, any event or
      occurrence adverse to a Company which results or could reasonably be expected
      to
      result in costs and/or liabilities or loss of revenues, individually or in
      the
      aggregate to such Company in excess of thirty percent (30%) of such Company’s
      revenue shall constitute a Material Adverse Effect; provided,
however, that the failure to collect the account with Elumina Iberica,
      S.A. or Elumina Iberica, U.K. shall not constitute a Material Adverse
      Effect.




“ Maximum
      Legal Rate ”
as
      the
      meaning given to such term in Section 5(a)(iv).




“ NASD ”
has
      the
      meaning given such term in Section 13(b).




“ Non-Excluded
      Taxes ”
means
      all Taxes other than (i) Excluded Taxes and (ii) Other Taxes.




“ Note ”
means
      the Secured Revolving Notes and the Secured Convertible Term Notes.




“ Note
      Shares ”
has
      the
      meaning given to such term in Section 12(a).




“ Obligations ”
means
      all Loans, all advances, debts, liabilities, obligations, covenants and duties
      owing by each Company and each of its Subsidiaries to any Creditor Party (or
      any
      corporation that directly or indirectly controls or is controlled by or is
      under
      common control with any of them) of every kind and description (whether or
      not
      evidenced by any note or other instrument and whether or not for the payment
      of
      money or the performance or non-performance of any act), direct or indirect,
      absolute or contingent, due or to become due, contractual or tortious,
      liquidated or unliquidated, whether existing by operation of law or otherwise
      now existing or hereafter arising including any debt, liability or obligation
      owing from any Company and/or each of its Subsidiaries to others which any
      Creditor Party may have obtained by assignment or otherwise and further
      including all interest (including interest accruing at the then applicable
      rate
      provided in this Agreement after the maturity of the Loans and interest accruing
      at the then applicable rate provided in this Agreement after the filing of
      any
      petition in bankruptcy, or the commencement of any insolvency, reorganization
      or
      like proceeding, whether or not a claim for post-filing or post-petition
      interest is allowed or allowable in such proceeding), charges or any other
      payments each Company and each of its Subsidiaries is required to make by law
      or
      otherwise arising under or as a result of this Agreement or the Ancillary
      Agreements, together with all reasonable expenses and reasonable attorneys’ fees
      chargeable to the Companies’ or any of their Subsidiaries’ accounts or incurred
      by any Creditor Party in connection therewith.




-13-




“ Original
      Closing Date ”
means
      August 17, 2007.




“ Original
      Security Agreement ”
means
      that certain Security Agreement dated as of August 17, 2007 among the Parent,
      each Eligible Subsidiary, Calliope, Valens U.S. SPV I, LLC (as partial assignee
      of Calliope), Valens Offshore SPV I, Ltd. (as partial assignee of Calliope),
      and
      PSource Structured Debt Limited (as partial assignee of Calliope) and the other
      lenders from time to time party thereto as the same has been amended,
      supplemented, restated and/or otherwise modified from time to time.




“ Original
      Term Loan ”
has
      the
      meaning given such term in Section 2(b).




“ Other
      Taxes ”
means
      any and all present or future stamp or documentary taxes or any other excise
      or
      property taxes, charges or similar levies arising from any payment made
      hereunder or from the execution, delivery or enforcement of, or otherwise with
      respect to, this Agreement or any other Ancillary Agreement.




“ Overadvance ”
has
      the
      meaning given such term in Section 2(a)(ii).




“ Parent ”
has
      the
      meaning given such term in the preamble.




“ Payment
      Intangibles ”
means
      all “payment intangibles” as such term is defined in the UCC, now owned or
      hereafter acquired by any Person, including, a General Intangible under which
      the Account Debtor’s principal obligation is a monetary obligation.




“ Permitted
      Liens ”
means
      (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and
      materialmen incurred in the ordinary course of business securing sums not
      overdue; (b) Liens incurred in the ordinary course of business in connection
      with worker’s compensation, unemployment insurance or other forms of
      governmental insurance or benefits, relating to employees, securing sums (i)
      not
      overdue or (ii) being diligently contested in good faith provided that adequate
      reserves with respect thereto are maintained on the books of the Companies
      and
      their Subsidiaries, as applicable, in conformity with GAAP; (c) licenses of
      Intellectual Property granted by the Company prior to the date hereof, Licenses
      of Intellectual Property granted in the ordinary course of business consistent
      with past practices; (d) Liens in favor of the Agent or the other Creditor
      Parties; (e) Liens for taxes (i) not yet due or (ii) being diligently contested
      in good faith by appropriate proceedings, provided that adequate reserves with
      respect thereto are maintained on the books of the Companies and their
      Subsidiaries, as applicable, in conformity with GAAP; and which have no effect
      on the priority of Liens in favor of the Agent or the other Creditor Parties
      or
      the value of the assets in which the Agent and each other Creditor Party has
      a
      Lien; (f) Purchase Money Liens securing Purchase Money Indebtedness to the
      extent permitted in this Agreement and (f) Liens specified on Schedule
      2 hereto.




-14-




“ Permitted
      Subordinated Debt ”
means
      indebtedness subordinated in favor of Creditor Parties of any Company, to which
      the Agent shall have given its prior written consent (which consent shall not
      be
      unreasonably withheld or delayed), provided , however ,
      that
      (a) there exists no Event of Default and no Event of Default would exist after
      giving effect to such subordinated indebtedness (including, without limitation,
      resulting from a breach of Section 13(w) hereof), (b) the principal amount
      of
      such subordinated indebtedness does not exceed $3,000,000 in the aggregate,
      and
      (c) such subordinated indebtedness shall be junior and subordinated to the
      Companies indebtedness to the Creditor Parties pursuant to a subordination
      agreement in form and substance satisfactory to Agent.




“ Person ”
means
      any individual, sole proprietorship, partnership, limited liability partnership,
      joint venture, trust, unincorporated organization, association, corporation,
      limited liability company, institution, public benefit corporation, entity
      or
      government (whether federal, state, county, city, municipal or otherwise,
      including any instrumentality, division, agency, body or department thereof),
      and shall include such Person’s successors and assigns.




“ Principal
      Market ”
means
      the NASD Over The Counter Bulletin Board, NASDAQ Capital Market, NASDAQ National
      Market System, American Stock Exchange or New York Stock Exchange (whichever
      of
      the foregoing is at the time the principal trading exchange or market for the
      Common Stock).




“ Proceeds ”
means
      “proceeds”, as such term is defined in the UCC and, in any event, shall include:
      (a) any and all proceeds of any insurance, indemnity, warranty or guaranty
      payable to any Company or any other Person from time to time with respect to
      any
      Collateral; (b) any and all payments (in any form whatsoever) made or due and
      payable to any Company from time to time in connection with any requisition,
      confiscation, condemnation, seizure or forfeiture of any Collateral by any
      governmental body, governmental authority, bureau or agency (or any person
      acting under color of governmental authority); (c) any claim of any Company
      against third parties (i) for past, present or future infringement of any
      Intellectual Property or (ii) for past, present or future infringement or
      dilution of any trademark or trademark license or for injury to the goodwill
      associated with any trademark, trademark registration or trademark licensed
      under any trademark License; (d) any recoveries by any Company against third
      parties with respect to any litigation or dispute concerning any Collateral,
      including claims arising out of the loss or nonconformity of, interference
      with
      the use of, defects in, or infringement of rights in, or damage to, Collateral;
      (e) all amounts collected on, or distributed on account of, other Collateral,
      including dividends, interest, distributions and Instruments with respect to
      Investment Property and pledged Equity Interests; (f) any and all other amounts,
      rights to payment or other property acquired upon the sale, lease, license,
      exchange or other disposition of Collateral and all rights arising out of
      Collateral; and (g) Purchase Order Proceeds.




“ Product ”
means
      the finished goods to be purchased by an Approved Leasing Company and delivered
      to a Golf Course Customer pursuant to a Purchase Order.




-15-




“ ProLink
      UK ”
means
      ProLink UK, Ltd., a company organized under the laws of England and
      Wales.




“ PSource
      Secured Convertible Term Note ”
means
      that certain Amended and Restated Secured Convertible Term Note dated as of
      the
      Closing Date made by the Companies in favor of PSource Structured Debt Limited
      in the original face amount of Two Million Three Hundred Thirty-Six Thousand
      Three Hundred Dollars ($2,336,300), as the same may be amended, supplemented,
      restated and/or otherwise modified from time to time.




“ Purchase
      Money Indebtedness ”
means
      (a) any indebtedness incurred for the payment of all or any part of the purchase
      price of any fixed asset, including indebtedness under capitalized leases,
      (b)
      any indebtedness incurred for the sole purpose of financing or refinancing
      all
      or any part of the purchase price of any fixed asset, and (c) any renewals,
      extensions or refinancings thereof (but not any increases in the principal
      amounts thereof outstanding at that time).




“ Purchase
      Money Lien ”
means
      any Lien upon any fixed assets that secures the Purchase Money Indebtedness
      related thereto but only if such Lien shall at all times be confined solely
      to
      the asset the purchase price of which was financed or refinanced through the
      incurrence of the Purchase Money Indebtedness secured by such Lien and only
      if
      such Lien secures only such Purchase Money Indebtedness.




“ Purchase
      Order ”
means
      a
      purchase order delivered to any Company from an Approved Leasing Company in
      the
      ordinary course of its business.




“ Purchase
      Order Availability ”
means
      the lesser of (a) ninety percent (90%) of the Purchase Order Price set forth
      in
      the Eligible Purchase Orders and (b) $1,000,000; provided , however , that in
      calculating the amount of Purchase Order Availability, the aggregate amount
      of
      availability generated from Approved Leases with Approved Leasing Companies
      other than US Express Leasing, VGM Financial or Greystone Equipment Leasing
      Corp. shall not exceed $200,000 at any time.




“ Purchase
      Order Contract Rate ”
has
      the
      meaning given such term in the Secured Revolving Notes.




“ Purchase
      Order Formula Amount ”
has
      the
      meaning given such term in Section 2(a)(i)(B).




“ Purchase
      Order Inventory ”
means
      the Inventory consisting of Products required to satisfy a Purchase
      Order.




“ Purchase
      Order Invoice ”
means
      the invoice rendered upon delivery of the Products pursuant to a Purchase
      Order.




“ Purchase
      Order Price ”
means
      the purchase price set forth in the Purchase Order to be paid by an Approved
      Leasing Company for Products that are shipped to a Golf Course
      Customer.




-16-




“ Purchase
      Order Proceeds ”
means
      payments received on account of Purchase Order Invoices (whether paid by a
      Approved Leasing Company or any other Person).




“ Purchase
      Order Revolving Loans ”
has
      the
      meaning given such term in Section 2(a)(i)(B).




“ Receivable
      Formula Amount ”
has
      the
      meaning given such term in Section 2(a)(i)(A).




“ Receivable
      Loan Contract Rate ”
has
      the
      meaning given such term in the Secured Revolving Notes.




“ Receivable
      Revolving Loan ”
has
      the
      meaning given such term in Section 2(a)(i)(A).




“ Register ”
has
      the
      meaning given such term in Section 24(b).




“ Registration
      Rights Agreements ”
means
      that certain Registration Rights Agreement dated as of the Closing Date by
      and
      between the Parent and the Agent and each other registration rights agreement
      by
      and between the Parent and the Agent, as each of the same may be amended,
      modified and supplemented from time to time.




“ Revolver
      Term ”
means
      the Original Closing Date through the close of business on August 31, 2010,
      subject to acceleration at the option of the Agent upon the occurrence of an
      Event of Default hereunder or other termination hereunder.




“ Revolving
      Commitment Amount ”
means,
      as to any Lender, the dollar amount set forth opposite such Lender’s name on the
      Commitment Annex under the column “Revolving Commitment Amount” (if such
      Lender’s name is not so set forth thereon, then the dollar amount on the
      Commitment Annex for the Revolving Commitment Amount for such Lender shall
      be
      deemed to be zero), as such amount may be adjusted from time to time by any
      amounts assigned (with respect to such Lender’s portion of Revolving Loans
      outstanding and its commitment to make Revolving Loans) pursuant to the terms
      of
      any and all effective Assignment Agreements to which such Lender is a
      party.




“ Revolving
      Commitment Percentage ”
means,
      as to any Lender, (i) on the Closing Date, the percentage set forth opposite
      such Lender’s name on the Commitment Annex under the column “Revolving
      Commitment Percentage” (if such Lender’s name is not so set forth thereon, then,
      on the Closing Date, such percentage for such Lender shall be deemed to be
      zero)
      and (ii) on any date following the Closing Date, the percentage equal to the
      Revolving Commitment Amount of such Lender on such date divided by the Capital
      Availability Amount on such date.




“ Revolving
      Loans ”
has
      the
      meaning given such term in Section 2(a)(i) and shall include all other
      extensions of credit hereunder and under any Ancillary Agreement.




“ SEC ”
means
      the Securities and Exchange Commission.




“ SEC
      Reports ”
has
      the
      meaning given such term in Section 12(u).




-17-




“ Secured
      Revolving Notes ”
means
      those certain Amended and Restated Secured Revolving Notes dated as of the
      Closing Date made by the Companies in favor of the Lender in the aggregate
      original face amount of Six Million Dollars ($6,000,000), as each may be
      amended, supplemented, restated and/or otherwise modified from time to
      time.




“ Secured
      Convertible Term Notes ”
means
      those certain Amended and Restated Secured Convertible Term Notes dated as
      of
      the Closing Date made by the Companies in favor of the Lenders in the aggregate
      original face amount of Six Million One Hundred Thousand Dollars ($6,100,000),
      as each may be amended, supplemented, restated and/or otherwise modified from
      time to time.




“ Securities ”
means
      the Notes, the Closing Shares and the Warrants and the shares of Common Stock
      which may be issued pursuant to exercise of such Warrants or the conversion
      of
      the Secured Convertible Term Notes.




“ Securities
      Act ”
has
      the
      meaning given such term in Section 12(r).




“ Security
      Documents ”
means
      all security agreements, mortgages, cash collateral deposit letters, pledges
      and
      other agreements which are executed in connection with this Agreement by any
      Company or any of its Subsidiaries in favor of the Agent for the ratable benefit
      of the Creditor Parties.




“ Software ”
means
      all “software” as such term is defined in the UCC, now owned or hereafter
      acquired by any Person, including all computer programs and all supporting
      information provided in connection with a transaction related to any
      program.




“ Solvent ”
means,
      with respect to any Person on a particular date, that on such date (a) the
      fair
      value of the property of such Person is greater than the total amount of
      liabilities, including contingent liabilities, of such Person; (b) the present
      fair salable value of the assets of such Person is not less than the amount
      that
      will be required to pay the probable liability of such Person on its debts
      as
      they become absolute and matured; (c) such Person does not intend to, and does
      not believe that it will, incur debts or liabilities beyond such Person’s
      ability to pay as such debts and liabilities mature; and (d) such Person is
      not
      engaged in a business or transaction, and is not about to engage in a business
      or transaction, for which such Person’s property would constitute and
      unreasonably small capital. The amount of contingent liabilities (such as
      litigation, guaranties and pension plan liabilities) at any time shall be
      computed as the amount that, in light of all the facts and circumstances
      existing at the time, represents the amount that can reasonably be expected
      to
      become an actual or matured liability.




“ SPA ”
means
      that certain Securities Purchase Agreement dated as of December 31, 2006 by
      and
      among ProLink Holdings Corp. and the investors listed on the Schedule of
      Investors attached thereto as in effect on the Original Closing
      Date.




“Subsidiary”
      means, with respect to any Person, (a) any other Person whose shares of stock
      or
      other ownership interests having ordinary voting power (other than stock or
      other ownership interests having such power only by reason of the happening
      of a
      contingency) to elect a majority of the directors or other governing body of
      such other Person, are owned, directly or indirectly, by such Person or (b)
      any
      other Person in which such Person owns, directly or indirectly, more than fifty
      percent (50%) of the equity interests at such time.




-18-




“ Supporting
      Obligations ”
means
      all “supporting obligations” as such term is defined in the UCC.




“ Taxes ”
means
      any and all present or future taxes, duties, levies, imposts, deductions,
      assessments, fees, withholdings or similar charges, and all liabilities with
      respect thereto.




“ Term ”
means
      (a) with respect to the Revolving Loans, the Revolver Term and (b) with respect
      to the Term Loan, the Term Loan Term.




“ Term
      Loan ”
has
      the
      meaning given such term in Section 2(b).




“ Term
      Loan Term ”
means
      the Original Closing Date through the close of business on August 31, 2012,
      subject to acceleration at the option of the Agent upon the occurrence of an
      Event of Default hereunder or other termination hereunder.




“ Term
      Loan Commitment Percentage ”
means,
      as to any Lender, (a) on the Closing Date, the percentage set forth opposite
      such Lender’s name on the Commitment Annex under the column “Term Loan
      Commitment Percentage” (if such Lender’s name is not so set forth thereon, then,
      on the Closing Date, such percentage for such Lender shall be deemed to be
      zero)
      and (b) on any date following the Closing Date, the percentage equal to the
      principal amount of Term Loan held by such Lender on such date divided by the
      aggregate principal amount of Term Loan on such date.




“ UCC ”
means
      the Uniform Commercial Code as the same may, from time to time be in effect
      in
      the State of New York; provided, that in the event that, by reason of mandatory
      provisions of law, any or all of the perfection or priority of, or remedies
      with
      respect to, the Agent’s Lien on any Collateral is governed by the Uniform
      Commercial Code as in effect in a jurisdiction other than the State of New
      York,
      the term “ UCC ”
shall
      mean the Uniform Commercial Code as in effect in such other jurisdiction for
      purposes of the provisions of this Agreement relating to such perfection,
      priority or remedies and for purposes of definitions related to such provisions;
      provided further, that to the extent that UCC is used to define any term herein
      or in any Ancillary Agreement and such term is defined differently in different
      Articles or Divisions of the UCC, the definition of such term contained in
      Article or Division 9 shall govern.




“ Warrant
      Shares ”
has
      the
      meaning given such term in Section 12(a).




“ Warrants ”
means
      each of the Common Stock Purchase Warrants dated as of the Original Closing
      Date
      made by the Parent in favor of the Lenders and each other warrant made by the
      Parent in favor the Lenders, as each of the same may be amended, restated,
      modified and/or supplemented from time to time.




-19-




**Annex
      A**




**Commitment
      Annex**


**(as
      of the Closing Date)**


Lender
            Revolving
              Commitment
              Amount
            Revolving
              Commitment
              Percentage
            Term
                Loan
              Commitment
              Amount
            Term
              Loan
              Percentage
            Closing
              SharesCalliope
            $6,000,000
            100%
            $0
            0%Valens
                US
            $0
            0%
            $1,465,325.27
            23.38%ValensOffshore
            $0
            0%
            $2,298,374.73
            38.33%PSource
            $0
            0%
            $2,336,300
            38.30%TOTALS
            $6,000,000
            100%
            $6,100,000
            100.01%









Exhibit
      A




Eligible
      Subsidiaries




ProLink
      Solutions, LLC





Exhibit
        B
 Borrowing
        Base Certificate
 As
        of
        __________ __, 200__






**ACCOUNTS
                RECEIVABLE per __________ Aging**
            
            
            
            0.00**Ineligible
                Accounts:**Accounts
                over 90 days from Invoice Date
            
            0.00Credit
                Balances Over 90 days from Invoice Date
            
            0.00Intercompany
                and Affiliate Accounts
            
            0.0025%
                Concentration Cap
            
            0.00Contra
                Accounts
            
            0.00Cash
                Sales and COD Accounts
            
            0.00Non-Eligible
                Foreign Receivables
            
            0.00Government
                Receivables (without Assignment of Claims)
            
            0.00Discounts,
                Credits and Allowances
            
            0.00Cross-age
                (25% Past Due)
            
            0.00Bill
                and Hold Invoices
            
            0.00Finance/Service/Late
                Charges
            
            0.00Other:
            
            0.00
            
            0.00**ELIGIBLE
                ACCOUNTS RECEIVABLE**
            
            
            
            0.00**ELIGIBLE
                CREDIT INSURED**
              **ACCOUNTS
                RECEIVABLE**
            
            
            
            0.00Accounts
                Receivable Advance Rate
            90%**ACCOUNTS
                RECEIVABLE AVAILABILITY**
            
            
            
            0.00**ELIGIBLE
                PURCHASE ORDERS**
            
            
            
            0.00Purchase
                Order Advance Rate
            90%Purchase
                Order Cap
            $1,000,000Non
                USXL/VGM Purchase Order Sublimit
            $200,000**PURCHASE
                ORDER AVAILABILITY**
            
            
            
            0.00**TOTAL
                AVAILABILITY**
            
            
            
            0.00**Less
                Reserves**
            
            
            
            0.00**NET
                AVAILABILITY**
            
            
            
            0.00**REVOLVING
                CREDIT LINE**
            
            $5,000,000









**NET
                BORROWING AVAILABILITY (Lesser of Line or Net
                Availability)**
            
            
            0.00**Less:
                Calliope Revolving Loans**
            
            
            
            0.00**EXCESS/(DEFICIT)
                AVAILABILITY**
            
            
            
            0.00




The
      undersigned hereby certifies that all of the foregoing information regarding
      the
      Eligible Accounts, Eligible Credit Insured Accounts and Eligible Purchase Orders
      are true and correct on the date hereof and all such Accounts and Purchase
      Orders listed as eligible are eligible within the meaning given such term in
      the
      Amended and Restated Security Agreement dated as of March 31, 2008 among ProLink
      Holdings Corp., the other companies named therein, the Agent and each of the
      Lenders from time to time party thereto.




PROLINK
      HOLDINGS CORP., as Company Agent




By:


Name:


Title:









Exhibit
      C




Compliance
      Certificate




[See
      Attached]