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




**THIS
      NOTE IS REGISTERED WITH THE AGENT PURSUANT TO SECTION 24(B) OF THE SECURITY
      AGREEMENT (AS DEFINED BELOW). 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).**




**AMENDED
      AND RESTATED**


**SECURED
      CONVERTIBLE TERM NOTE**




FOR
      VALUE
      RECEIVED, each of PROLINK HOLDINGS CORP., a Delaware corporation (the
“ **Parent** ”),
      and
      the other companies listed on Schedule
      1 attached
      hereto (such other companies together with the Parent, each a “Company” and
      collectively, the “ **Companies** ”),
      hereby, jointly and severally, promises to pay to VALENS OFFSHORE SPV I, LTD.
      (the “ **Holder** ”)
      or its
      registered assigns or successors in interest, the sum of Two Million Two Hundred
      Ninety-Eight Thousand Three Hundred Twenty-Four 73/100 Dollars ($2,298,374.73),
      together with any accrued and unpaid interest hereon, on August 31, 2012 (the
      “ **Maturity
      Date** ”)
      if not
      sooner indefeasibly paid in full.




Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in that certain Amended and Restated Security Agreement dated as of the
      date hereof (as amended, restated, modified and/or supplemented from time to
      time, the “ **Security
      Agreement** ”)
      among
      the Companies, the Holder, each other Lender and LV Administrative Services,
      Inc., as administrative and collateral agent for the Lenders (the “ **Agent** ”
      together with the Lenders, collectively, the “ **Creditor
      Parties** ”).




The
      following terms shall apply to this Amended and Restated Secured Convertible
      Term Note (this “ **Note** ”):




**ARTICLE
      I**


**CONTRACT
      RATE AND AMORTIZATION**




1.1  Contract
      Rate .
      Subject
      to Sections 4.2 and 5.10, interest payable on the outstanding principal amount
      of this Note (the “ **Principal
      Amount** ”)
      shall
      accrue at a rate per annum equal to the “prime rate” published in The Wall
      Street Journal from time to time (the “ **Prime
      Rate** ”),
      plus
      two and one-half of one percent (2.5%) (the “ **Contract
      Rate** ”).
      The
      Contract Rate shall be increased or decreased as the case may be for each
      increase or decrease in the Prime Rate in an amount equal to such increase
      or
      decrease in the Prime Rate; each change to be effective as of the day of the
      change in the Prime Rate. The Contract Rate shall not at any time be less than
      nine percent (9%) or more than thirteen percent (13%). Interest shall be (i)
      calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears,
      commencing on September 1, 2007, on the first Business Day of each consecutive
      calendar month thereafter through and including the Maturity Date, and on the
      Maturity Date, whether by acceleration or otherwise.









1.2  Contract
      Rate Payments .
      The
      Contract Rate shall be calculated on the last Business Day of each calendar
      month hereafter (other than for increases or decreases in the Prime Rate which
      shall be calculated and become effective in accordance with the terms of Section
      1.1) until the Maturity Date and shall be subject to adjustment as set forth
      herein.




1.3  Principal
      Payments .
      Amortizing payments of the Principal Amount shall be made, jointly and
      severally, by the Companies on October 1, 2008 and on the first Business Day
      of
      each succeeding month thereafter through and including the Maturity Date (each,
      an “ **Amortization
      Date** ”).
      Subject to Article III below, commencing on the first Amortization Date, the
      Companies shall make, jointly and severally, monthly payments to the Holder
      on
      each Amortization Date, each such payment in the amount of $38,306.25 together
      with any accrued and unpaid interest on such portion of the Principal Amount
      plus any and all other unpaid amounts which are then owing to the Holder under
      this Note, the Security Agreement and/or any other Ancillary Agreement
      (collectively, the “ **Monthly
      Amount** ”).
      Any
      outstanding Principal Amount together with any accrued and unpaid interest
      and
      any and all other unpaid amounts which are then owing by the Companies to the
      Holder under this Note, the Security Agreement and/or any other Ancillary
      Agreement shall be due and payable on the Maturity Date.




**ARTICLE
      II**


**CONVERSION
      AND REDEMPTION**




2.1  Payment
      of Monthly Amount .




(a)  Payment
      in Cash or Common Stock .
      If the
      Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly
      Amount may be converted into shares of Common Stock pursuant to Section 3.2)
      is
      required to be paid in cash pursuant to Section 2.1(b), then the Companies
      shall
      pay the Holder an amount in cash equal to 100% of the Monthly Amount (or such
      portion of such Monthly Amount to be paid in cash) due and owing to the Holder
      on the Amortization Date. If the Monthly Amount (or a portion of such Monthly
      Amount if not all of the Monthly Amount may be converted into shares of Common
      Stock pursuant to Section 3.2) is required to be paid in shares of Common Stock
      pursuant to Section 2.1(b), the number of such shares to be issued by the Parent
      to the Holder on such Amortization Date (in respect of such portion of the
      Monthly Amount converted into shares of Common Stock pursuant to Section
      2.1(b)), shall be the number determined by dividing (i) the portion of the
      Monthly Amount converted into shares of Common Stock, by (ii) the then
      applicable Fixed Conversion Price. For purposes hereof, subject to Section
      3.6
      hereof, the initial “ **Fixed
      Conversion Price** ”
means
      (i)  with respect to the first $765,102.73 of the Principal Amount, $1.35;
      (ii) with respect to the next $511,091.00 of the Principal Amount, $1.40;
      (iii) with respect to the next $511,091.00 of the Principal Amount, $1.50;
      and
      (iii) with respect to the remaining $511,090.00 of the Principal Amount,
      $1.67.




2




(b)  Monthly
      Amount Conversion Conditions .
      Subject
      to Sections 2.1(a), 2.2, and 3.2 hereof, the Holder shall convert into shares
      of
      Common Stock all or a portion of the Monthly Amount due on each Amortization
      Date if the following conditions (the “ **Conversion
      Criteria** ”)
      are
      satisfied: (i) the average closing price of the Common Stock as reported by
      Bloomberg, L.P. on the Principal Market for the five (5) trading days
      immediately preceding such Amortization Date shall be greater than or equal
      to
      118% of the Fixed Conversion Price and (ii) the amount of such conversion does
      not exceed twenty five percent (25%) of the aggregate dollar trading volume
      of
      the Common Stock for the period of twenty-two (22) trading days immediately
      preceding and including such Amortization Date. If subsection (i) of the
      Conversion Criteria is met but subsection (ii) of the Conversion Criteria is
      not
      met as to the entire Monthly Amount, the Holder shall convert only such part
      of
      the Monthly Amount that meets subsection (ii) of the Conversion Criteria. Any
      portion of the Monthly Amount due on an Amortization Date that the Holder has
      not been able to convert into shares of Common Stock due to the failure to
      meet
      the Conversion Criteria, shall be paid in cash by the Companies, jointly and
      severally within three (3) Business Days of such Amortization Date.




2.2  No
      Effective Registration .
      Notwithstanding anything to the contrary herein, the Parent shall not be
      permitted to pay any part of its obligations, or the obligations of any other
      Company, to the Holder hereunder in shares of Common Stock if (i) there
      fails to exist an effective current Registration Statement (as defined in the
      Registration Rights Agreement) covering the resale of the shares of Common
      Stock
      to be issued in connection with such payment and there fails to exist an
      exemption from registration for resale available pursuant to Rule 144 of the
      Securities Act and in respect of the Common Stock to be issued in connection
      with such payment or (ii) an Event of Default (as hereinafter defined)
      exists and is continuing, unless such Event of Default is cured within any
      applicable cure period or otherwise waived in writing by the
      Holder.




2.3  Optional
      Redemption in Cash .
      The
      Companies may prepay this Note (“ **Optional
      Redemption** ”)
      by
      paying to the Holder a sum of money equal to one hundred percent (100%) of
      the
      Principal Amount outstanding at such time if such payment occurs prior to the
      first anniversary of the Original Closing Date, together with accrued but unpaid
      interest thereon and any and all other sums due, accrued or payable to the
      Holder arising under this Note, the Security Agreement or any other Ancillary
      Agreement (the “ **Redemption
      Amount** ”)
      outstanding on the Redemption Payment Date (as defined below). The Companies
      shall deliver to the Holder a written notice of redemption (the “ **Notice
      of Redemption** ”)
      specifying the date for such Optional Redemption (the “ **Redemption
      Payment Date** ”),
      which
      date shall be ten (10) Business Days after the date of the Notice of Redemption
      (the “ **Redemption
      Period** ”).
      A
      Notice of Redemption shall not be effective with respect to any portion of
      this
      Note for which the Holder has previously delivered a Notice of Conversion (as
      hereinafter defined) or for conversions elected to be made by the Holder
      pursuant to Article III during the Redemption Period. The Redemption Amount
      shall be determined as if the Holder’s conversion elections had been completed
      immediately prior to the date of the Notice of Redemption. On the Redemption
      Payment Date, the Redemption Amount must be paid in good funds to the Holder.
      In
      the event the Companies fail to pay the Redemption Amount on the Redemption
      Payment Date as set forth herein, then such Redemption Notice will be null
      and
      void.




3




**ARTICLE
      III**


**HOLDER’S
      CONVERSION RIGHTS**




3.1  Optional
      Conversion .
      Subject
      to the terms set forth in this Article III, on or after August 17, 2008, the
      Holder shall have the right, but not the obligation, to convert all or any
      portion of the issued and outstanding Principal Amount and/or accrued interest
      and fees due and payable into fully paid and non-assessable shares of Common
      Stock at the applicable Fixed Conversion Price. The shares of Common Stock
      to be
      issued upon such conversion are herein referred to as, the “Conversion
      Shares.”




3.2  Conversion
      Limitation .




(a)  Notwithstanding
      anything herein to the contrary, in no event shall the Holder be entitled to
      convert any portion of this Note in excess of that portion of this Note upon
      exercise of which the sum of (1) the number of shares of Common Stock
      beneficially owned by the Holder and its Affiliates (other than shares of Common
      Stock which may be deemed beneficially owned through the ownership of the
      unconverted portion of this Note or the unexercised or unconverted portion
      of
      any other security of the Holder subject to a limitation on conversion analogous
      to the limitations contained herein) and (2) the number of shares of Common
      Stock issuable upon the conversion of the portion of this Note with respect
      to
      which the determination of this proviso is being made, would result in
      beneficial ownership by the Holder and its Affiliates of any amount greater
      than
      9.99% of the then outstanding shares of Common Stock (whether or not, at the
      time of such conversion, the Holder and its Affiliates beneficially own more
      than 9.99% of the then outstanding shares of Common Stock). As used herein,
      the
      term “ **Affiliate** ”
means
      any person or entity that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      person or entity, as such terms are used in and construed under Rule 144 under
      the Securities Act. For purposes of the second preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except
      as
      otherwise provided in clause (1) of such sentence. For any reason at any time,
      upon written or oral request of the Holder, the Parent shall within one (1)
      Business Day confirm orally and in writing to the Holder the number of shares
      of
      Common Stock outstanding as of any given date. The limitations set forth herein
      (x) shall automatically become null and void (i) following notice to the
      Parent upon the occurrence and during the continuance of an Event of Default
      (as
      defined in the Security Agreement), or (ii) upon receipt by the Holder of a
      Notice of Redemption and (y) may be waived by the Holder upon provision of no
      less than sixty-one (61) days prior written notice to the Parent; provided,
      however, that, such written notice of waiver shall only be effective if
      delivered at a time when no indebtedness (including, without limitation,
      principal, interest, fees and charges) of the Companies of which the Holder
      or
      any of its Affiliates was, at any time, the owner, directly or indirectly is
      outstanding.




(b)  Trading
      Limitation .
      Notwithstanding anything herein to the contrary, the Holder shall not, on any
      trading day, trade shares of the Common Stock issued to the Holder pursuant
      to
      this Note on the Principal Market in which such Common Stock is listed in excess
      of ten percent (10%) of the average daily trading volume of the Common Stock
      for
      the period of ten (10) trading days immediately preceding such trading
      date.




4




3.3  Mechanics
      of Holder’s Conversion .
      In the
      event that the Holder elects to convert this Note into Common Stock, the Holder
      shall give notice of such election by delivering an executed and completed
      notice of conversion in substantially the form of Exhibit
      A hereto
      (appropriate completed) (“ **Notice
      of Conversion** ”)
      to the
      Parent and such Notice of Conversion shall provide a breakdown in reasonable
      detail of the Principal Amount, accrued interest and fees that are being
      converted. On each Conversion Date (as hereinafter defined) and in accordance
      with its Notice of Conversion, the Holder shall make the appropriate reduction
      to the Principal Amount, accrued interest and fees as entered in its records
      and
      shall provide written notice thereof to the Parent within two (2) Business
      Days
      after the Conversion Date. Each date on which a Notice of Conversion is
      delivered or transmitted by facsimile to the Parent in accordance with the
      provisions hereof shall be deemed a Conversion Date (the “ **Conversion
      Date** ”).
      Pursuant to the terms of the Notice of Conversion, the Parent will issue
      instructions to the transfer agent accompanied by an opinion of counsel within
      one (1) Business Day of the date of the delivery to the Parent of the Notice
      of
      Conversion and shall cause the transfer agent to transmit the certificates
      representing the Conversion Shares to the Holder by crediting the account of
      the
      Holder’s designated broker with the Depository Trust Corporation (“ **DTC** ”)
      through its Deposit Withdrawal Agent Commission (“ **DWAC** ”)
      system
      within three (3) Business Days after receipt by the Parent of the Notice of
      Conversion (the “ **Delivery
      Date** ”).
      In
      the case of the exercise of the conversion rights set forth herein the
      conversion privilege shall be deemed to have been exercised and the Conversion
      Shares issuable upon such conversion shall be deemed to have been issued upon
      the date of receipt by the Parent of the Notice of Conversion. The Holder shall
      be treated for all purposes as the record holder of the Conversion Shares,
      unless the Holder provides the Parent written instructions to the
      contrary.




3.4  Late
      Payments .
      The
      Companies understand that a delay in the delivery of the Conversion Shares
      in
      the form required pursuant to this Article III beyond the Delivery Date could
      result in economic loss to the Holder. As compensation to the Holder for such
      loss, in addition to all other rights and remedies which the Holder may have
      under this Note, applicable law or otherwise, the Companies shall, jointly
      and
      severally, pay late payments to the Holder for any late issuance of Conversion
      Shares in the form required pursuant to this Article III upon conversion of
      this
      Note, in the amount equal to $250 per Business Day after the Delivery Date.
      The
      Companies shall, jointly and severally, make any payments incurred under this
      Section in immediately available funds upon demand.




3.5  Conversion
      Mechanics .
      The
      number of shares of Common Stock to be issued upon each conversion of this
      Note
      shall be determined by dividing that portion of the principal and interest
      and
      fees to be converted, if any, by the then applicable Fixed Conversion Price.
      In
      the event of any conversions of a portion of the outstanding Principal Amount
      pursuant to this Article III, such conversions shall be deemed to constitute
      conversions of the outstanding Principal Amount applying to Monthly Amounts
      for
      the remaining Amortization Dates in chronological order.




5




3.6  Adjustment
      Provisions .
      The
      Fixed Conversion Price and number and kind of shares or other securities to
      be
      issued upon conversion determined pursuant to this Note shall be subject to
      adjustment from time to time upon the occurrence of certain events during the
      period that this conversion right remains outstanding, as follows:




(a)  Reclassification .
      If the
      Parent at any time shall, by reclassification or otherwise, change the Common
      Stock into the same or a different number of securities of any class or classes,
      this Note, as to the unpaid Principal Amount and accrued interest thereon,
      shall
      thereafter be deemed to evidence the right to purchase an adjusted number of
      such securities and kind of securities as would have been issuable as the result
      of such change with respect to the Common Stock (i) immediately prior to or
      (ii)
      immediately after, such reclassification or other change at the sole election
      of
      the Holder.




(b)  Stock
      Splits, Combinations and Dividends .
      If the
      shares of Common Stock are subdivided or combined into a greater or smaller
      number of shares of Common Stock, or if a dividend is paid on the Common Stock
      or any preferred stock issued by the Parent in shares of Common Stock, the
      Fixed
      Conversion Price shall be proportionately reduced in case of subdivision of
      shares or stock dividend or proportionately increased in the case of combination
      of shares, in each such case by the ratio which the total number of shares
      of
      Common Stock outstanding immediately after such event bears to the total number
      of shares of Common Stock outstanding immediately prior to such
      event.




3.7  Reservation
      of Shares .
      During
      the period the conversion right exists, the Parent will reserve from its
      authorized and unissued Common Stock a sufficient number of shares to provide
      for the issuance of Conversion Shares upon the full conversion of this Note
      and
      the Warrant. The Parent represents that upon issuance, the Conversion Shares
      will be duly and validly issued, fully paid and non-assessable. The Parent
      agrees that its issuance of this Note shall constitute full authority to its
      officers, agents, and transfer agents who are charged with the duty of executing
      and issuing stock certificates to execute and issue the necessary certificates
      for the Conversion Shares upon the conversion of this Note.




3.8  Registration
      Rights .
      The
      Holder has been granted registration rights with respect to the Conversion
      Shares as set forth in the Registration Rights Agreement.




3.9  Issuance
      of New Note .
      Upon
      any partial conversion of this Note, a new Note containing the same date and
      provisions of this Note shall, at the request of the Holder, be issued by the
      Companies to the Holder for the principal balance of this Note and interest
      which shall not have been converted or paid. Subject to the provisions of
      Article IV of this Note, the Companies shall not pay any costs, fees or any
      other consideration to the Holder for the production and issuance of a new
      Note.




3.10  Rights
      of Shareholders .
      No
      Holder shall be entitled to vote or receive dividends or be deemed the holder
      of
      the Note Shares or any other securities of the Parent which may at any time
      be
      issuable upon conversion of this Note for any purpose, nor shall anything
      contained herein be construed to confer upon the Holder, as such, any of the
      rights of a shareholder of the Parent or any right to vote for the election
      of
      directors or upon any matter submitted to shareholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon the
      recapitalization, issuance of shares, reclassification of shares, change of
      nominal value, consolidation, merger, conveyance or otherwise) or to receive
      notice of meetings, or to receive dividends or subscription rights or otherwise,
      in each case, until the Delivery Date applicable to the respective Note Shares
      purchasable upon the conversion hereof shall have occurred as provided
      herein.




6




**ARTICLE
      IV**


**EVENTS
      OF DEFAULT**




4.1  Events
      of Default .
      The
      occurrence of any Event of Default under the Security Agreement shall constitute
      an event of default (“ **Event
      of Default** ”)
      hereunder.




4.2  Default
      Interest .
      Following the occurrence and during the continuance of an Event of Default,
      each
      Company shall, jointly and severally, pay additional interest on the outstanding
      principal balance of this Note in an amount equal to two percent (2%) per month,
      and all outstanding obligations under this Note, the Security Agreement and
      each
      other Ancillary Agreement, including unpaid interest, shall continue to accrue
      interest at such additional interest rate from the date of such Event of Default
      until the date such Event of Default is cured or waived.




4.3  Default
      Payment .
      Following the occurrence and during the continuance of an Event of Default,
      the
      Agent may demand repayment in full of all obligations and liabilities owing
      by
      the Companies to the Holder under this Note, the Security Agreement and/or
      any
      other Ancillary Agreement and/or may elect, in addition to all rights and
      remedies of the Agent under the Security Agreement and the other Ancillary
      Agreements and all obligations and liabilities of each Company under the
      Security Agreement and the other Ancillary Agreements, to require the Companies,
      jointly and severally, to make a Default Payment (“ **Default
      Payment** ”).
      The
      Default Payment shall be one hundred twenty percent (120%) of the outstanding
      principal amount of this Note, plus accrued but unpaid interest, all other
      fees
      then remaining unpaid, and all other amounts payable hereunder. The Default
      Payment shall be applied first to any fees due and payable to the Holder
      pursuant to the Notes and/or the Ancillary Agreements, then to accrued and
      unpaid interest due on the Notes, the Security Agreement and then to the
      outstanding principal balance of the Notes. The Default Payment shall be due
      and
      payable immediately on the date that the Agent has demanded payment of the
      Default Payment pursuant to this Section 4.3. Notwithstanding anything to the
      contrary set forth herein, (a) if the Holder waives in writing any Event of
      Default, the Companies shall be relieved of their obligation to make the Default
      Payment with respect to such Event of Default and (b) no Default Payment shall
      be due and payable following the occurrence of an Event of Default under Section
      20(m) of the Security Agreement if such Event of Default occurred solely as
      a
      result of the commencement of a civil proceeding against any Company, any of
      its
      Subsidiaries or any executive office of any Company or any of its Subsidiaries
      unless a judgment, writ or warrant of attachment or similar process shall be
      entered or filed against such Company, such Subsidiary or such officer with
      respect to such proceeding.




7




**ARTICLE
      V**


**MISCELLANEOUS**




5.1  Conversion
      Privileges .
      The
      conversion privileges set forth in Article III shall remain in full force and
      effect immediately from the date hereof until the date this Note is indefeasibly
      paid in full and irrevocably terminated.




5.2  Cumulative
      Remedies .
      The
      remedies under this Note shall be cumulative.




5.3  Failure
      or Indulgence Not Waiver .
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.




5.4  Notices .
      Any
      notice herein required or permitted to be given shall be given in writing in
      accordance with the terms of the Security Agreement.




5.5  Amendment
      Provision .
      The
      term “ **Note** ”
and
      all
      references thereto, as used throughout this instrument, shall mean this
      instrument as originally executed, or if later amended or supplemented, then
      as
      so amended or supplemented, and any successor instrument as such successor
      instrument may be amended or supplemented.




5.6  Assignability .
      This
      Note shall be binding upon each Company and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns, and
      may
      be assigned by the Holder in accordance with the requirements of the Security
      Agreement. No Company may assign any of its obligations under this Note without
      the prior written consent of the Holder, any such purported assignment without
      such consent being null and void.




5.7  Cost
      of Collection .
      Following the occurrence of an Event of Default under this Note, the Companies
      shall, jointly and severally, pay the Holder the Holder’s reasonable costs of
      collection, including reasonable attorneys’ fees.




5.8  Governing
      Law, Jurisdiction and Waiver of Jury Trial .




(a)  THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, 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 THE HOLDER AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER HAND,
      PERTAINING TO THIS NOTE OR ANY OF THE OTHER ANCILLARY AGREEMENTS OR TO ANY
      MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR ANY OF THE ANCILLARY
      AGREEMENTS; PROVIDED ,
      THAT
      EACH COMPANY ACKNOWLEDGES 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 NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER AND/OR
      ANY OTHER 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 THE HOLDER AND/OR ANY OTHER 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
      WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE
      OR FORUM  NON  CONVENIENS .
      EACH OF
      THE COMPANIES AND THE HOLDER 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 THE PARENT, THE AGENT OR THE HOLDER, AS
      APPLICABLE, AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT AND THAT SERVICE
      SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE PARENT’S, THE AGENT’S
      OR THE HOLDER’S, AS APPLICABLE, ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
      DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.




8




(c)  EACH
      COMPANY DESIRES THAT ITS 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, EACH COMPANY HERETO WAIVES 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 THE HOLDER
      AND/OR ANY OTHER CREDITOR PARTY, ON THE ONE HAND, AND/OR ANY COMPANY, ON THE
      OTHER HAND, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER
      ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.




5.9  Severability .
      In the
      event that any provision of this Note is invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision of this Note.




5.10  Maximum
      Payments .
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum rate permitted by such law, any payments in excess
      of such maximum rate shall be credited against amounts owed by the Companies
      to
      the Holder and thus refunded to the Companies.




9




5.11  Security
      Interest .
      The
      Agent, for the ratable benefit of the Creditor Parties, has been granted a
      security interest in certain assets of the Companies as more fully described
      in
      the Security Agreement and the other Ancillary Agreements.




5.12  Construction;
      Counterparts .
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Note to favor any party against the other. This
      Note may be executed by the parties hereto in one or more counterparts, each
      of
      which shall be deemed an original and all of which when taken together shall
      constitute one and the same instrument. Any signature delivered by a party
      by
      facsimile or electronic transmission shall be deemed to be an original signature
      hereto.




5.13  Registered
      Obligation .
      This
      Note shall be registered (and such registration shall thereafter be maintained)
      as set forth in Section 24(b) of the Security Agreement. Notwithstanding any
      document, instrument or agreement relating to this Note to the contrary,
      transfer of this Note (or the right to any payments of principal or stated
      interest thereunder) may only be effected by (i) surrender of this Note and
      either the reissuance by the Companies of this Note to the new holder or the
      issuance by the Companies of a new instrument to the new holder or (ii)
      registration of such holder as an assignee in accordance with Section 24(b)
      of
      the Security Agreement.




5.14  Amendment
      and Restatement .
      This
      Note is one of the Notes that amends and restates in its entirety, and is given
      in substitution for and not in satisfaction of, that certain Secured Convertible
      Term Note dated as of August 17, 2007 by the Companies in favor of Calliope
      Capital Corporation (“ **Original
      Holder** ”)
      in the
      original principal amount of Four Million Dollars ($4,000,000), as assigned
      by
      Original Holder to each of Valens U.S. SPV I, LLC, the Holder and PSource
      Structured Debt Limited.




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




10






**IN
      WITNESS WHEREOF** ,
      each
      Company has caused this Amended and Restated Secured Convertible Term Note
      to be
      signed in its name as of this 31st day of March, 2008 and effective as of August
      17, 2007.






**PROLINK HOLDINGS CORP.**
              
              
              
              
              By:**
              Name:
              Title:WITNESS:**PROLINK SOLUTIONS, LLC**
              
              
              
              By:
              Name:
                Title:WITNESS:









SIGNATURE
        PAGE TO
 AMENDED
        AND RESTATED
 SECURED
        CONVERTIBLE TERM NOTE




11




**SCHEDULE
      1**




**OTHER
      COMPANIES**




ProLink
      Solutions, LLC, a Delaware limited liability company






12




**EXHIBIT
      A**




**NOTICE
      OF CONVERSION**




(To
      be
      executed by the Holder in order to convert all or part of


the
      Amended and Restated Secured Convertible Term Note into Common
      Stock)




ProLink
      Holdings Corp.


410
      Benson Lane


Chandler,
      Arizona 85224


Attention:  Chief
      Financial Officer




The
      undersigned hereby converts $_________ of the principal due on [specify
      applicable Repayment Date] under the Amended and Restated Secured Convertible
      Term Note dated March 31, 2008 (the “ **Note** ”)
      issued
      by ProLink Holdings Corp. (the “ **Parent** ”)
      and
      certain of its Subsidiaries by delivery of shares of Common Stock of the Parent
      (“ **Shares** ”)
      on and
      subject to the conditions set forth in the Note.




1.
            Date
              of
              Conversion




2.
              Shares
                To Be Delivered:






[HOLDER]




By: 160;
 Name:
 Title:


13