**AMENDED
      AND RESTATED**


**REGISTRATION
      RIGHTS AGREEMENT**




This
      Amended and Restated Registration Rights Agreement (this “ Agreement ”)
      is
      made and entered into as of March 31, 2008 by and between ProLink Holdings
      Corp., a Delaware corporation (the “ Company ”),
      Calliope Capital Corporation (“ Calliope ”),
      Valens US SPV I, LLC (“ Valens
      US ”),
      Valens Offshore SPV I, Ltd. (“ Valens
      Offshore ”)
      and
      PSource Structured Debt Limited (“ PSource ”
and
      together with Calliope, Valens US and Valens Offshore, each an “ Investor ”
and
      collectively, the “ Investors ”).




This
      Agreement amends and restates that certain Registration Rights Agreement dated
      as of August 17, 2007, by and between the Company and Calliope, and is made
      pursuant to that certain Amended and Restated Security Agreement dated as of
      the
      date hereof by and among the Company, certain subsidiaries of the Company,
      each
      Investor, the Lenders from time to time party thereto and LV Administrative
      Services, Inc., as administrative and collateral agent for the Lenders (as
      amended, restated, modified and/or supplemented from time to time, the
“ Security
      Agreement ”).




The
      Company and each Investor hereby agree as follows:




1.  **Definitions** .
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Security Agreement shall have the meanings given such terms in the Security
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:




“ Commission ”
means
      the Securities and Exchange Commission.




“ Common
      Stock ”
means
      shares of the Company’s common stock, par value $0.0001 per share.




“ Company ”
has
      the
      meaning given to such term in the Preamble hereto.




“ Closing
      Shares ”
means
      the shares of Common Stock issued to the Investors on the date hereof in
      connection with the transactions contemplated by the Security
      Agreement.




“ Effectiveness
      Date ”
means,
      (i) with respect to the initial Registration Statement required to be filed
      in
      connection with the Notes issued on the date hereof, the Closing Shares and
      the
      Common Stock issuable upon exercise of the Warrants, a date no later than
      September 27, 2008 and (ii) with respect to each additional Registration
      Statement required to be filed hereunder (if any), a date no later than thirty
      (30) days following the applicable Filing Date.




“ Effectiveness
      Period ”
has
      the
      meaning set forth in Section 2(a).




“ Event ”
has
      the
      meaning set forth in Section 2(b).




“Event
      Date ”
has
      the
      meaning set forth in Section 2(b).









“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended, and any successor
      statute.




“ Filing
      Date ”
means,
      with respect to (1) the Registration Statement required to be filed in
      connection with (x) the shares of Common Stock issuable to the Holder upon
      conversion of the Notes issued as of the date hereof, (y) the Closing Shares
      and
      (z) the Common Stock issuable upon exercise of the Warrants, as soon as
      commercially reasonable, and (2) the Registration Statement required to be
      filed
      in connection with the shares of Common Stock issuable to the Holder as a result
      of adjustments to the Fixed Conversion Price made pursuant to Section 3.6 of
      the
      Notes or adjustments made pursuant to Section 4 of the Warrants or otherwise,
      sixty (60) days after the occurrence of such event or the date of such
      adjustment.




“ Holder ”
or
      “ Holders ”
means
      the Investors or any of their respective affiliates or transferees to the extent
      any of them hold Registrable Securities, other than those purchasing Registrable
      Securities in a market transaction.




“ Indemnified
      Party ”
has
      the
      meaning set forth in Section 5(c).




“ Indemnifying
      Party ”
has
      the
      meaning set forth in Section 5(c).




“ Notes ”
has
      the
      meaning given to the term “Secured Convertible Term Notes” in the Security
      Agreement.




“ Proceeding ”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.




“ Prospectus ”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by such Registration Statement,
      and all other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference or deemed
      to be incorporated by reference in such Prospectus.




“ Registrable
      Securities ”
means
      the Closing Shares and the shares of Common Stock issuable upon conversion
      of
      the Notes and exercise of the Warrants.




“ Registration
      Statement ”
means
      each registration statement required to be filed hereunder, including the
      Prospectus therein, amendments and supplements to such registration statement
      or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.




“ Rule
      144 ”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.




2




“ Rule
      415 ”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.




“ Securities
      Act ”
means
      the Securities Act of 1933, as amended, and any successor statute.




“ Security
      Agreement ”
has
      the
      meaning given to such term in the Preamble hereto.




“ Trading
      Market ”
means
      any of the NASD Over The Counter Bulletin Board, NASDAQ Capital Market, the
      NASDAQ Global Market, the American Stock Exchange or the New York Stock
      Exchange.




“ Warrants ”
means
      the Common Stock Purchase Warrants issued in connection with the Original
      Security Agreement.




2.  **Registration** .




(a)  The
      Company shall, on or prior to each Filing Date, prepare and file with the
      Commission a Registration Statement covering the Registrable Securities for
      a
      selling stockholder resale offering to be made on a continuous basis pursuant
      to
      Rule 415. Each Registration Statement shall be on Form S-3 (except if the
      Company is not then eligible to register for resale the Registrable Securities
      on Form S-3, in which case such registration shall be on another appropriate
      form in accordance herewith). The Company shall cause each Registration
      Statement to become effective and remain effective as provided herein. The
      Company shall use commercially reasonable efforts to cause each Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof, but in any event no later than the
      Effectiveness Date. The Company shall use commercially reasonable efforts to
      keep each Registration Statement continuously effective under the Securities
      Act
      until the date which is the earlier date of when (i) all Registrable Securities
      covered by such Registration Statement have been sold or (ii) all Registrable
      Securities covered by such Registration Statement may be sold immediately
      without registration under the Securities Act and without volume restrictions
      pursuant to Rule 144, as determined by the counsel to the Company pursuant
      to a
      written opinion letter to such effect, addressed and acceptable to the Company’s
      transfer agent and the affected Holders (each, an “ Effectiveness
      Period ”).




(b)  If
      for
      any reason the Commission does not permit all of the Registrable Securities
      to
      be included in a Registration Statement filed pursuant to this Agreement, then
      the Company shall prepare and file as soon as possible after the date on which
      the Commission shall indicate as being the first date or time that such filing
      may be made, but, in the event that the Commission does not so specify, no
      later
      than 180 days after the immediately prior Registration Statement has been
      declared effective by the Commission (it being understood that this Section
      2(b)
      is applicable to any such subsequent Registration Statement), an additional
      Registration Statement covering the resale of all Registrable Securities not
      already covered by an existing and effective Registration Statement for an
      offering to be made on a continuous basis pursuant to Rule 415. The Company
      shall cause each such Registration Statement to be declared effective under
      the
      Securities Act as soon as possible but, in any event, no later than its
      Effectiveness Date, and shall use its reasonable commercial efforts to keep
      such
      Registration Statement continuously effective under the Securities Act during
      the entire Effectiveness Period.




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(c)  If
      at any
      time during the Effectiveness Period, less than 100% of the then Registrable
      Securities are then registered in a Registration Statement(s), then the Company
      shall file, as soon as reasonably practicable, but in any case prior to the
      applicable Filing Date, subject to any restrictions imposed by Rule 415, an
      additional Registration Statement covering the resale by the Holders of not
      less
      than 100% of the number of Registrable Securities.




(d)  If:
      (i)
      the Registration Statement is not filed on or prior to the Filing Date; (ii)
      the
      Registration Statement is not declared effective by the Commission by the
      Effectiveness Date; (iii) after the Registration Statement is filed with and
      declared effective by the Commission, the Registration Statement ceases to
      be
      effective (by suspension or otherwise) as to any Registrable Securities to
      which
      it is required to relate at any time prior to the expiration of the
      Effectiveness Period (without being succeeded immediately by an additional
      registration statement filed and declared effective) for a period of time which
      shall exceed 30 trading days in the aggregate per year or more than 20
      consecutive trading days (defined as a period of 365 days commencing on the
      date
      the Registration Statement is declared effective); or (iv) the Common Stock
      is
      not listed or quoted, or is suspended from trading on any Trading Market for
      a
      period of three (3) consecutive trading days (provided the Company shall not
      have been able to cure such trading suspension within 30 days of the notice
      thereof or list the Common Stock on another Trading Market); (any such failure
      or breach being referred to as an “Event,” and for purposes of clause (i) or
      (ii) the date on which such Event occurs, or for purposes of clause (iii) the
      date which such 30 day or 20 consecutive day period (as the case may be) is
      exceeded, or for purposes of clause (iv) the date on which such three (3)
      trading day period is exceeded, being referred to as “ Event
      Date ”),
      then
      until the applicable Event is cured, the Company shall pay to each Holder an
      amount in cash, as liquidated damages and not as a penalty, equal to 1.0% for
      each 30-day period (prorated for partial periods) on a daily basis of the
      aggregate original principal amount of the Notes; provided that the maximum
      aggregate amount of liquidated damages that may be charged to the Company
      pursuant to this Section 2(d) shall not exceed 10% of the initial principal
      amount of the Notes. While such Event continues, such liquidated damages shall
      be paid not less often than each 30 days. Any unpaid liquidated damages as
      of
      the date when an Event has been cured by the Company shall be paid within three
      (3) days following the date on which such Event has been cured by the
      Company.




(e)  Notwithstanding
      anything to the contrary contained in this Agreement, in the event the
      Commission determines any Registration Statement filed pursuant to this
      Agreement (i) constitutes a primary offering of securities by the Company or
      (ii) requires any Holder to be named as an underwriter and such Holder does
      not
      consent to being so named as an underwriter in such Registration Statement,
      the
      Company may reduce, on a pro rata basis, the total number of Registrable
      Securities to be registered on behalf of each such Holder, and the failure
      to
      include such Registrable Securities in any Registration Statement shall not
      cause the Company to be required to pay a penalty, financial or otherwise,
      as
      described in this Agreement, including, without limitation, any liquidated
      damages as set forth in Section 2(d) hereof. In the even of any such reduction
      in Registrable Securities, the Company shall file a Registration Statement
      at
      such time as the Commission shall indicate as being the first date or time
      that
      such filing may be made, but no later than 180 days after the immediately prior
      Registration Statement has been declared effective by the Commission, until
      such
      time as (i) all Registrable Securities have been registered pursuant to an
      effective Registration Statement, (ii) the Registrable Securities may be resold
      without restriction (including volume limitations) pursuant to Rule 144 of
      the
      Securities Act or (iii) the Holder agrees to be named as an underwriter in
      any
      such Registration Statement.




4




(f)  Within
      three (3) Business Days of the Effectiveness Date, the Company shall cause
      its
      counsel to issue an opinion substantially in the form attached hereto as Exhibit
      A ,
      to the
      transfer agent stating that the shares are subject to an effective registration
      statement and can be reissued free of restrictive legend upon notice of a sale
      by the Investor and confirmation by the Investor that it has complied with
      the
      prospectus delivery requirements, provided that the
      Company has not advised the transfer agent orally or in writing that the opinion
      has been withdrawn. Copies of the opinion required by this Section 2(f) shall
      be
      delivered to the Investor within the time frame set forth above.




3.  **Registration
      Procedures** .
      If and
      whenever the Company is required by the provisions hereof to effect a
      registration under the Securities Act, the Company will, as expeditiously as
      possible:




(a)  prepare
      and file with the Commission a Registration Statement with respect to such
      Registrable Securities, respond as promptly as possible to any comments received
      from the Commission, and use commercially reasonable efforts to cause such
      Registration Statement to become and remain effective for the Effectiveness
      Period with respect thereto ;




(b)  prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the Prospectus used in connection therewith as may
      be
      necessary to comply with the provisions of the Securities Act with respect
      to
      the disposition of all Registrable Securities covered by such Registration
      Statement and to keep such Registration Statement effective until the expiration
      of the Effectiveness Period applicable to such Registration
      Statement;




(c)  furnish
      to the Investor such number of copies of the Registration Statement and the
      Prospectus included therein (including each preliminary Prospectus and any
      amendments and supplements to the Registration Statement and the Prospectus)
      and
      such other documents as the Investor reasonably may request to facilitate the
      public sale or disposition of the Registrable Securities covered by such
      Registration Statement;




(d)  use
      commercially reasonable efforts to register or qualify the Investor’s
      Registrable Securities covered by such Registration Statement under the
      securities or “blue sky” laws of such jurisdictions within the United States as
      the Investor may reasonably request and do any and all other acts and things
      which may be reasonably necessary to enable the Investor to consummate the
      disposition in such jurisdiction of the Registrable Securities, provided , however ,
      that
      the Company shall not for any such purpose be required to qualify generally
      to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction;




5




(e)  list
      the
      Registrable Securities covered by such Registration Statement with any
      securities exchange on which the Common Stock of the Company is then
      listed;




(f)  immediately
      notify the Investor at any time when a Prospectus relating thereto is required
      to be delivered under the Securities Act, of the happening of any event as
      a
      result of which the Prospectus contained in such Registration Statement, as
      then
      in effect, includes an untrue statement of a material fact or omits to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and, at the request of the Investor, the Company shall
      prepare a supplement or amendment to such Prospectus so that, as thereafter
      delivered to the purchasers of Registrable Securities, such Prospectus shall
      not
      contain an untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statement therein
      not misleading;




(g)  make
      available for inspection by the Investor and any attorney, accountant or other
      agent retained by the Investor, all publicly available, non-confidential
      financial and other records, pertinent corporate documents and properties of
      the
      Company, and cause the Company’s officers, directors and employees to supply all
      publicly available, non-confidential information reasonably requested by the
      attorney, accountant or agent of the Investor;




(h)  provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such Registration Statement;




(i)  if
      requested, cause to be delivered, immediately prior to the effectiveness of
      the
      Registration Statement, letters from the Company’s independent certified public
      accountants addressed to the Investor (unless the Investor does not provide
      to
      such accountants the appropriate representation letter required by rules
      governing the accounting profession) stating that such accountants are
      independent public accountants within the meaning of the Securities Act and
      the
      applicable rules and regulations adopted by the Commission thereunder, and
      otherwise in customary form and covering such financial and accounting matters
      as are customarily covered by letters of the independent certified public
      accountants delivered in connection with primary or secondary underwritten
      public offerings, as the case may be; and




(j)  at
      all
      times after the Company has filed a Registration Statement with the Commission
      pursuant to the requirements of either the Securities Act or the Exchange Act,
      the Company shall file all reports required to be filed by it under the
      Securities Act and the Exchange Act and the rules and regulations adopted by
      the
      Commission thereunder, and take such further action as the Investor may
      reasonably request, all to the extent required to enable the Investor to be
      eligible to sell Registrable Securities pursuant to Rule 144 (or any similar
      rule then in effect).]




4.  **Registration
      Expenses** .
      All
      expenses relating to the Company’s compliance with Sections 2 and 3 hereof,
      including, without limitation, all registration, filing and listing application
      fees, costs of distributing any prospectuses and supplements thereto, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including counsel fees) incurred in
      connection with complying with state securities or “blue sky” laws, fees of the
      NASD, transfer taxes, fees of transfer agents and registrars, fees of, and
      disbursements incurred by, one counsel for the Holders are called “Registration
      Expenses.” All selling commissions applicable to the sale of Registrable
      Securities, including any fees (not to exceed $20,000) and disbursements of
      any
      special counsel to the Holders beyond those included in Registration Expenses,
      are called “Selling Expenses.” The Company shall only be responsible for all
      Registration Expenses. The obligation of the Company to bear the expenses
      described above shall apply irrespective of whether a registration, becomes
      effective, is withdrawn or suspended, is converted to another form of
      registration and irrespective of when any of the foregoing shall
      occur.






6




5.  **Indemnification** .




(a)  In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Company will indemnify and hold harmless each
      Holder, and its officers, directors and each other person, if any, who controls
      such Holder within the meaning of the Securities Act, against any losses,
      claims, damages or liabilities, joint or several, to which such Holder, or
      such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact contained in any Registration Statement under which such
      Registrable Securities were registered under the Securities Act pursuant to
      this
      Agreement, any preliminary Prospectus or final Prospectus contained therein,
      or
      any amendment or supplement thereof, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading or
      any
      violation or alleged violation by the Company of the Securities Act, the
      Exchange Act or applicable “blue sky” laws, and will reimburse such Holder, and
      each such person for any legal or other expenses incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action; provided , however ,
      that
      the Company will not be liable in any such case if and to the extent that any
      such loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished by or on behalf of the Investor or any
      such person in writing specifically for use in any such document.




(b)  In
      the
      event of a registration of the Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Investor will indemnify and hold harmless the
      Company, and its officers, directors and each other person, if any, who controls
      the Company within the meaning of the Securities Act, against all losses,
      claims, damages or liabilities, joint or several, to which the Company or such
      persons may become subject under the Securities Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact which was furnished in writing by the Investor to the
      Company expressly for use in (and such information is contained in) the
      Registration Statement under which such Registrable Securities were registered
      under the Securities Act pursuant to this Agreement, any preliminary Prospectus
      or final Prospectus contained therein, or any amendment or supplement thereof,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and will reimburse the Company and each
      such
      person for any reasonable legal or other expenses incurred by them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action, provided , however ,
      that
      the Investor will be liable in any such case if and only to the extent that
      any
      such loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with information furnished in writing to the Company by or on behalf
      of the Investor specifically for use in any such document. Notwithstanding
      the
      provisions of this paragraph, the Investor shall not be required to indemnify
      any person or entity in excess of the amount of the aggregate net proceeds
      received by the Investor in respect of Registrable Securities in connection
      with
      any such registration under the Securities Act.




7




(c)  Promptly
      after receipt by a party entitled to claim indemnification hereunder (an
“ Indemnified
      Party ”)
      of
      notice of the commencement of any action, such Indemnified Party shall, if
      a
      claim for indemnification in respect thereof is to be made against a party
      hereto obligated to indemnify such Indemnified Party (an “ Indemnifying
      Party ”),
      notify the Indemnifying Party in writing thereof, but the omission so to notify
      the Indemnifying Party shall not relieve it from any liability which it may
      have
      to such Indemnified Party other than under this Section 5(c) and shall only
      relieve it from any liability which it may have to such Indemnified Party under
      this Section 5(c) if and to the extent the Indemnifying Party is prejudiced
      by
      such omission. In case any such action shall be brought against any Indemnified
      Party and it shall notify the Indemnifying Party of the commencement thereof,
      the Indemnifying Party shall be entitled to participate in and, to the extent
      it
      shall wish, to assume and undertake the defense thereof with counsel
      satisfactory to such Indemnified Party, and, after notice from the Indemnifying
      Party to such Indemnified Party of its election so to assume and undertake
      the
      defense thereof, the Indemnifying Party shall not be liable to such Indemnified
      Party under this Section 5(c) for any legal expenses subsequently incurred
      by
      such Indemnified Party in connection with the defense thereof; if the
      Indemnified Party retains its own counsel, then the Indemnified Party shall
      pay
      all fees, costs and expenses of such counsel, provided , however ,
      that,
      if the defendants in any such action include both the Indemnified Party and
      the
      Indemnifying Party and the Indemnified Party shall have reasonably concluded
      that there may be reasonable defenses available to it which are different from
      or additional to those available to the Indemnifying Party or if the interests
      of the Indemnified Party reasonably may be deemed to conflict with the interests
      of the Indemnifying Party, the Indemnified Party shall have the right to select
      one separate counsel and to assume such legal defenses and otherwise to
      participate in the defense of such action, with the reasonable expenses and
      fees
      of such separate counsel and other expenses related to such participation to
      be
      reimbursed by the Indemnifying Party as incurred.




(d)  In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the Securities Act in any case in which either (i) the Investor, or any
      officer, director or controlling person of the Investor, makes a claim for
      indemnification pursuant to this Section 5 but it is judicially determined
      (by
      the entry of a final judgment or decree by a court of competent jurisdiction
      and
      the expiration of time to appeal or the denial of the last right of appeal)
      that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Securities Act may be required on the part of the
      Investor or such officer, director or controlling person of the Investor in
      circumstances for which indemnification is provided under this Section 5; then,
      and in each such case, the Company and the Investor will contribute to the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion so that the Investor is
      responsible only for the portion represented by the percentage that the public
      offering price of its securities offered by the Registration Statement bears
      to
      the public offering price of all securities offered by such Registration
      Statement, provided , however ,
      that,
      in any such case, (A) the Investor will not be required to contribute any amount
      in excess of the public offering price of all such securities offered by it
      pursuant to such Registration Statement; and (B) no person or entity guilty
      of
      fraudulent misrepresentation (within the meaning of Section 10(f) of the Act)
      will be entitled to contribution from any person or entity who was not guilty
      of
      such fraudulent misrepresentation.




8




(e)  The
      indemnification provided for under this Agreement shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of the indemnified
      party or any officer, director or controlling Person of such indemnified party
      and shall survive the transfer of securities.




6.  **Representations
      and Warranties** .




(a)  The
      Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
      Act and, except with respect to certain matters which the Company has disclosed
      to the Investor on Schedule
      12(u) to the
      Security Agreement, the Company has timely filed all proxy statements, reports,
      schedules, forms, statements and other documents required to be filed by it
      under the Exchange Act. The Company has filed, or (with respect to the following
      clause (i)) will file by April 16, 2008, (i) its Annual Report on Form
      10-K[SB] for its fiscal year ended December 31, 2007 and (ii) its Quarterly
      Report on Form 10-Q[SB] for the fiscal quarters ended September 30, 2007
      (collectively, the “ SEC
      Reports ”).
      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. The financial statements of the Company included
      in
      the SEC Reports comply as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the
      Commission or other applicable rules and regulations with respect thereto.
      Such
      financial statements have been prepared in accordance with generally accepted
      accounting principles (“ 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 the cash flows of the Company
      and its subsidiaries, on a consolidated basis, as of, and for, the periods
      presented in each such SEC Report.




(b)  The
      Common Stock is listed or quoted, as applicable, for trading on the NASDAQ
      Over
      The Counter Bulletin Board and satisfies all requirements for the continuation
      of such listing or quotation, as applicable, and the Company shall do all things
      necessary for the continuation of such listing or quotation, as applicable.
      The
      Company has not received any notice that its Common Stock will be delisted
      from
      or no longer be quoted on, as applicable, the NASDAQ Over The Counter Bulletin
      Board (except for prior notices which have been fully remedied) or that the
      Common Stock does not meet all requirements for the continuation of such listing
      or quotation, as applicable.




9




(c)  Neither
      the Company, 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 the Security Agreement to be
      integrated with prior offerings by the Company for purposes of the Securities
      Act which would prevent the Company from selling the Common Stock pursuant
      to
      Rule 506 under the Securities Act, or any applicable exchange-related
      stockholder approval provisions, nor will the Company 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 (other than such concurrent
      offering to the Investor).




(d)  The
      Notes
      and the Closing Shares and the shares of Common Stock that the Investors may
      acquire pursuant to the Notes are all restricted securities under the Securities
      Act as of the date of this Agreement. The Company will not issue any stop
      transfer order or other order impeding the sale and delivery of any of the
      Registrable Securities at such time as such Registrable Securities are
      registered for public sale or an exemption from registration is available,
      except as required by federal or state securities laws.




(e)  The
      Company understands the nature of the Registrable Securities issuable upon
      the
      conversion of each Note and issuance of the Closing Shares and recognizes that
      the issuance of such Registrable Securities may have a potential dilutive
      effect. The Company specifically acknowledges that its obligation to issue
      the
      Registrable Securities is binding upon the Company and enforceable regardless
      of
      the dilution such issuance may have on the ownership interests of other
      shareholders of the Company.




(f)  Except
      for agreements made in the ordinary course of business, there is no agreement
      that has not been filed with the Commission as an exhibit to a registration
      statement or to a form required to be filed by the Company under the Exchange
      Act, the breach of which could reasonably be expected to have a material and
      adverse effect on the Company and its subsidiaries, or would prohibit or
      otherwise interfere with the ability of the Company to enter into and perform
      any of its obligations under this Agreement in any material
      respect.




(g)  The
      Company will at all times have authorized and reserved a sufficient number
      of
      shares of Common Stock for the full conversion of the Notes.




(h)  The
      Company shall provide written notice to each Holder of (i) the occurrence
      of each Discontinuation Event (as defined below) and (ii) the declaration
      of effectiveness by the Commission of each Registration Statement required
      to be
      filed hereunder, in each case within one (1) Business Day of the date of each
      such occurrence and/or declaration.




7.  **Miscellaneous** .




(a)  **Remedies** .
      In the
      event of a breach by the Company or by a Holder, of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, will be entitled to
      specific performance of its rights under this Agreement.




10




(b)  **No
      Piggyback on Registrations** .
      Except
      as and to the extent set forth on Schedule
      7(b) hereto,
      neither the Company nor any of its security holders (other than the Holders
      in
      such capacity pursuant hereto) may include securities of the Company in any
      Registration Statement other than the Registrable Securities, and the Company
      shall not after the date hereof enter into any agreement providing any such
      right for inclusion of shares in the Registration Statement to any of its
      security holders. Except as and to the extent specified in Schedule
      7(b) hereto,
      the Company has not previously entered into any agreement granting any
      registration rights with respect to any of its securities to any person or
      entity that have not been fully satisfied.




(c)  **Compliance** .
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to any Registration Statement.




(d)  **Discontinued
      Disposition** .
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of a Discontinuation
      Event (as defined below), such Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the applicable Registration Statement until
      such Holder’s receipt of the copies of the supplemented Prospectus and/or
      amended Registration Statement or until it is advised in writing (the
“ Advice ”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph. For purposes of this Agreement, a
      “Discontinuation Event” shall mean (i) when the Commission notifies the Company
      whether there will be a “review” of such Registration Statement and whenever the
      Commission comments in writing on such Registration Statement (the Company
      shall
      provide true and complete copies thereof and all written responses thereto
      to
      each of the Holders); (ii) any request by the Commission or any other Federal
      or
      state governmental authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information; (iii) the issuance by
      the
      Commission of any stop order suspending the effectiveness of such Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any Proceedings for that purpose; (iv) the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and/or (v) the occurrence of any event or passage of time that makes
      the financial statements included in such Registration Statement ineligible
      for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such Registration Statement or Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any 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.




(e)  **Piggy-Back
      Registrations** .
      If at
      any time after the date hereof there is not an effective Registration Statement
      covering all of the Registrable Securities required to be covered during such
      Effectiveness Period and the Company shall determine to prepare and file with
      the Commission a registration statement relating to an offering for its own
      account or the account of others under the Securities Act of any of its equity
      securities, other than on Form S-4 or Form S-8 (each as promulgated under
      the Securities Act) or their then equivalents relating to equity securities
      to
      be issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans, then the Company shall promptly send to each Holder written
      notice of such determination and, if within fifteen (15) days after receipt
      of
      such notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered, to the extent the Company
      may
      do so without violating registration rights of others which exist as of the
      date
      of this Agreement, subject to customary underwriter cutbacks applicable to
      all
      holders of registration rights and subject to obtaining any required consent
      of
      any selling stockholder(s) to such inclusion under such registration
      statement.




11




(f)  **Amendments
      and Waivers** .
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of certain Holders and that does not directly or indirectly affect the
      rights of other Holders may be given by Holders of at least a majority of the
      Registrable Securities to which such waiver or consent relates; provided , however ,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding
      sentence.




(g)  **Notices** .
      Any
      notice or request hereunder may be given to the Company or the Investor at
      the
      respective addresses set forth below or as may hereafter be specified in a
      notice designated as a change of address under this Section 7(g). Any notice
      or
      request hereunder shall be given by registered or certified mail, return receipt
      requested, hand delivery, overnight mail, Federal Express or other national
      overnight next day carrier (collectively, “ Courier ”)
      or
      telecopy (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 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, in the case of a Courier, the next
      Business Day following timely delivery of the package with the Courier, and,
      in
      the case of a telecopy, when confirmed. The address for such notices and
      communications shall be as follows:








*If
                to the Company:*
            ProLink
                Holdings Corp.
              410
                Benson Lane
              Chandler,
                Arizona 85224
              Attention:
                Dave M. Gomez, Esq.
              Facsimile:
                (480) 785-7446*with
                a copy to:*
            Mintz
                Levin Cohn Ferris Glovsky
              and
                Popeo P.C.
              Chrysler
                Center
              666
                Third Avenue
              New
                York, New York 10017
              Attention:
                Ivan Blumenthal, Esq.
              Facsimile:
                (212) 983-3115*If
                to Investor:*
            To
                the address set forth under
              Investor’s
                name on the signature
              pages
                hereto*If
                to any other Person who is*
              *then
                the registered Holder:*
            To
                the address of such Holder as it
              appears
                in the stock transfer books
              of
                the Company




or
      such
      other address as may be designated in writing hereafter in accordance with
      this
      Section 7(g) by such Person.




12




(h)  **Successors
      and Assigns** .
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of each Holder. Each Holder may assign their
      respective rights hereunder in the manner and to the persons and entities as
      permitted under the Security Agreement.




(i)  **Execution
      and Counterparts** .
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same agreement. In the event that any signature
      is
      delivered by facsimile or electronic transmission, such signature shall create
      a
      valid binding obligation of the party executing (or on whose behalf such
      signature is executed) the same with the same force and effect as if such
      facsimile or electronic signature were the original thereof.




(j)  **Governing
      Law, Jurisdiction and Waiver of Jury Trial** .
      THIS
      AGREEMENT 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. THE COMPANY HEREBY
      CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY
      OF
      NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSION JURISDICTION TO HEAR AND
      DETERMINE ANY PROCEEDING BETWEEN THE COMPANY, ON THE ONE HAND, AND THE
      PURCHASER, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER
      ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED ,
      THAT
      THE PURCHASER AND THE 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 THE PURCHASER
      FROM BRINGING A PROCEEDING 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 THE PURCHASER. THE COMPANY
      EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY PROCEEDING
      COMMENCED IN ANY SUCH COURT, AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH
      IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS .
      THE
      COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
      PROCESS ISSUED IN ANY SUCH PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS,
      COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
      ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN SECTION 7(G) AND THAT
      SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID. THE PARTIES HERETO 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 OF ARBITRATION, THE PARTIES HERETO
      WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY
      DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PURCHASER
      AND/OR THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO
      THE
      RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT. IF
      EITHER PARTY HERETO SHALL COMMENCE A PROCEEDING TO ENFORCE ANY PROVISIONS OF
      THIS AGREEMENT, THE SECURITY AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT, THEN
      THE PREVAILING PARTY IN SUCH PROCEEDING SHALL BE REIMBURSED BY THE OTHER PARTY
      FOR ITS REASONABLE ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES INCURRED WITH
      THE INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH PROCEEDING.




(k)  **Cumulative
      Remedies** .
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.




(l)  **Severability** .
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.




(m)  **Headings** .
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.




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






13




IN
      WITNESS WHEREOF, the parties have executed this Amended and Restated
      Registration Rights Agreement as of the date first written above.




**PROLINK
                HOLDINGS CORP.**By:Name:Title:**CALLIOPE CAPITAL
                CORPORATION**By:
              Laurus Capital Management, its investment
                managerBy:Name:Title: Authorized SignatoryAddress
                  for Notices:
                
                335
                  Madison Avenue, 10thFloor
                New
                  York, NY 10017
                Attention:
                  Portfolio Services
                Facsimile
                  No.: (212) 541-4434
                
                with
                  copy to:
                
                Laurus
                  Capital Management, LLC
                335
                  Madison Avenue, 10thFloor
                New
                  York, NY 10017
                Attention:
                  Portfolio Services
                Facsimile
                  No.: (212) 541-4434


SIGNATURE
      PAGE TO


REGISTRATION
        RIGHTS AGREEMENT





14




**VALENS
                  US SPV I, LLC**By:
                Valens
                    Capital Management, its investment
                  managerBy:Name:Title: Authorized SignatoryAddress
                      for Notices:
                    
                    335
                        Madison Avenue, 10thFloor
                      New
                        York, NY 10017
                      Attention:
                        Portfolio Services
                      Facsimile
                        No.: (212) 541-4434
                      
                      with
                        copy to:
                      
                      Valens
                        Capital Management, LLC
                      335
                        Madison Avenue, 10thFloor
                      New
                        York, NY 10017
                      Attention:
                        Portfolio Service
                      Facsimile
                        No.: (212) 541-4434


SIGNATURE
        PAGE TO
 REGISTRATION
          RIGHTS AGREEMENT




15




**VALENS
                    OFFSHORE SPV I, LTD.**By:
                  Valens
                      Capital Management, its investment
                    managerBy:Name:Title: Authorized SignatoryAddress
                        for Notices:
                      
                      335
                          Madison Avenue, 10thFloor
                        New
                          York, NY 10017
                        Attention:
                          Portfolio Services
                        Facsimile
                          No.: (212) 541-4434
                        
                        with
                          copy to:
                        
                        Valens
                          Capital Management, LLC
                        335
                          Madison Avenue, 10thFloor
                        New
                          York, NY 10017
                        Attention:
                          Portfolio Service
                        Facsimile
                          No.: (212) 541-4434
 SIGNATURE
                PAGE TO
 REGISTRATION
                  RIGHTS AGREEMENT


16




**PSOURCE
                      STRUCTURED DEBT LIMITED**By:Name:Title: Authorized SignatoryAddress
                          for Notices:
                        
                        335
                            Madison Avenue, 10thFloor
                          New
                            York, NY 10017
                          Attention:
                            Portfolio Services
                          Facsimile
                            No.: (212) 541-4434
                          
                          with
                            copy to:
                          
                          Valens
                            Capital Management, LLC
                          335
                            Madison Avenue, 10thFloor
                          New
                            York, NY 10017
                          Attention:
                            Portfolio Service
                          Facsimile
                            No.: (212) 541-4434
 SIGNATURE
                  PAGE TO
 REGISTRATION
                    RIGHTS AGREEMENT


17




**EXHIBIT
      A to**


**Amended
      and Restated Registration Rights Agreement**




____________,
      200___




[Continental
      Stock Transfer


&
      Trust Company


Two
      Broadway


New
      York,
      New York 10004


Attn:
      William Seegraber]




Re:  ProLink
      Holdings Corp. Registration Statement on Form [S-3]




Ladies
      and Gentlemen:




As
      counsel to ProLink Holdings Corp., a _____________ (the “ Company ”),
      we
      have been requested to render our opinion to you in connection with the resale
      by the individuals or entitles listed on Schedule
      A attached
      hereto (the “ Selling
      Stockholders ”),
      of an
      aggregate of __________ shares (the “ Shares ”)
      of the
      Company’s Common Stock.




A
      Registration Statement on Form [S-3] under the Securities Act of 1933, as
      amended (the “ Act ”),
      with
      respect to the resale of the Shares was declared effective by the Securities
      and
      Exchange Commission on [date]. Enclosed is the Prospectus dated [date]. We
      understand that the Shares are to be offered and sold in the manner described
      in
      the Prospectus.




Based
      upon the foregoing, upon request by the Selling Stockholders at any time while
      the registration statement remains effective, it is our opinion that the Shares
      have been registered for resale under the Act and new certificates evidencing
      the Shares upon their transfer or re-registration by the Selling Stockholders
      may be issued without restrictive legend. We will advise you if the registration
      statement is not available or effective at any point in the future.




Very
      truly yours,




[Company
      counsel]




18






**Schedule
      A to Exhibit A**




Selling
                Stockholder
            R/N/O
            Shares
              Being
                Offered




19









**SCHEDULE
      7(b) to**


**Amended
      and Restated Registration Rights Agreement**




20