**AMENDED
      AND RESTATED**


**INTELLECTUAL
      PROPERTY SECURITY AGREEMENT**




THIS
      AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (as from time
      to
      time amended, restated, supplemented or otherwise modified, this “ Agreement ”),
      dated
      as of March 31, 2008, is made by PROLINK HOLDINGS CORP., a Delaware corporation
      (the “ Company ”)
      and
      PROLINK SOLUTIONS, LLC, a Delaware limited liability company (“ ProLink
      Solutions ”)
      (each
      a “ Grantor ”
and,
      collectively, “ Grantors ”),
      in
      favor of LV
      ADMINISTRATIVE SERVICES, INC. ,
      a
      Delaware corporation, as administrative and collateral agent for the Lenders
      (as
      defined in the Security Agreement referred to below) (the “ Agent ”).




WHEREAS,
      pursuant to that certain Amended and Restated Security Agreement dated as of
      the
      date hereof (as amended, restated, supplemented and/or otherwise modified from
      time to time, the “ Security
      Agreement ”)
      by and
      among Grantors, other subsidiaries of the Grantors which may hereafter become
      a
      party thereto, the Lenders party thereto from time to time and the Agent, the
      Lenders have agreed to provide financial accommodations to
      Grantors;




WHEREAS,
      Creditor Parties are willing to enter into the Security Agreement only upon
      the
      condition, among others, that Grantors shall have executed and delivered to
      Agent this Agreement; and




WHEREAS,
      as of the date of this Agreement, the terms, conditions, covenants, agreements,
      representations and warranties contained in that certain Intellectual Property
      Security Agreement dated as of August 17, 2007 (the “ Original
      IP Security Agreement ”),
      made
      by the Companies in favor of Calliope Capital Corporation (“ Calliope ”)
      and
      the other lenders (as partial assignees) (the “ Other
      Lenders ”)
      shall
      be deemed amended and restated in their entirety as set forth in this Agreement
      and the Original IP Security Agreement and shall be consolidated with and into
      and superseded by this Agreement; provided , however ,
      that
      nothing contained in this Agreement shall impair or affect the liens on the
      Collateral heretofore pledged, granted and/or assigned by the Companies to
      Calliope and the Other Lenders as security for the Secured Obligations under
      and
      as defined in the Original IP Security Agreement.




NOW,
      THEREFORE, in consideration of the premises and mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Grantors hereby agrees as
      follows:




Section
      1  DEFINED
      TERMS .




(a)  When
      used
      herein the following terms shall have the following meanings:




“ Copyrights ”
means
      all works capable of copyright under the laws of the United States, any other
      country or any political subdivision thereof, whether registered or unregistered
      and whether published or unpublished, all registrations and recordings thereof,
      and all applications in connection therewith, including all registrations,
      recordings and applications in the United States Copyright Office, and the
      right
      to obtain all renewals of any of the foregoing.









“ Copyright
      Licenses ”
means
      all written agreements relating to any Copyright, including agreements providing
      the grant of rights to manufacture, distribute, exploit and sell materials
      derived from any Copyright, and whether any Grantor is named as licensor,
      licensee or otherwise.




“ Creditor
      Parties ”
has
      the
      meaning given to the term in the Security Agreement.




“ General
      Intangibles ”
shall
      have the meaning provided thereto in Section 9-102 of the UCC, as amended,
      restated or otherwise modified from time to time.




“ IP
      Licenses ”
shall
      mean Copyright Licenses, Patent Licenses and Trademark Licenses.




“ Obligations ”
has
      the
      meaning given to the term in the Security Agreement.




“ Patents ”
means
      (a) all letters patent of the United States, any other country or any political
      subdivision thereof, and all reissues and extensions of such letters patent,
      (b)
      all applications for letters patent of the United States or any other county
      and
      all divisions, continuations and continuations-in-part thereof, and (c) all
      rights to obtain any reissues or extensions of the foregoing.




“ Patent
      Licenses ”
means
      all agreements, whether written or oral, relating to any Patent, including
      agreements providing for the grant by or to any Grantor of any right to
      manufacture, use or sell any invention covered in whole or in part by a Patent,
      and whether any Grantor is named as licensor, licensee or
      otherwise.




“ Trademarks ”
means
      (a) all trademarks, trade names, corporate names, business names, fictitious
      business names, trade styles, services marks, logos, domain names and other
      source or business identifiers, and all goodwill associated therewith, now
      existing or hereafter adopted or acquired, all registrations and recordings
      thereof, and all applications in connection therewith, whether in the United
      States Patent and Trademark Office or in any similar office or agency of the
      United States, any State thereof or any other country or political subdivision
      thereof, or otherwise, and all common-law rights thereto, and (b) the right
      to
      obtain all renewals thereof.




“ Trademark
      Licenses ”
means,
      collectively, each agreement, whether written or oral, relating to any
      Trademark, including agreements providing for the grant by or to any Grantor
      of
      any right to use any Trademark, and whether any Grantor is named as licensor,
      licensee or otherwise.




“ UCC ”
has
      the
      meaning given to the term in the Security Agreement.




(b)  All
      capitalized terms used but not otherwise defined herein have the meanings given
      to them in the Security Agreement.




Section
      2  GRANT
      OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL .
      To
      secure the complete and timely payment of all the Obligations of the Grantors
      now or hereafter existing from time to time, each Grantor hereby acknowledges
      and confirms that the Creditor Parties have and shall continue to have a
      security interest in and Lien upon all of the Collateral (as defined below)
      heretofore granted by such Grantor to Calliope (and subsequently partially
      assigned to each Creditor Party) pursuant to the Original IP Security Agreement.
      In furtherance of the foregoing, to secure the complete and timely payment
      of
      all the Obligations of the Grantors now or hereafter existing from time to
      time,
      each Grantor hereby grants to Agent, for the ratable benefit of the Creditor
      Parties, a continuing first priority security interest in all of such Grantor’s
      right, title and interest in, to and under the following, whether presently
      existing or hereafter created or acquired (collectively, the “ Collateral ”):




2




(a)  all
      of
      its Patents and Patent Licenses to which it is a party including those referred
      to on Schedule
      I hereto;




(b)  all
      of
      its Trademarks and Trademark Licenses to which it is a party including those
      referred to on Schedule
      II hereto;




(c)  all
      of
      its Copyrights and Copyright Licenses to which it is a party including those
      referred to on Schedule
      III hereto;




(d)  all
      renewals, reissues, continuations or extensions of the foregoing;




(e)  all
      goodwill of the business connected with the use of, and symbolized by, each
      Patent, each Patent License, each Trademark, each Trademark License, each
      Copyright and each Copyright License; and




(f)  all
      products and proceeds of the foregoing, including, without limitation, any
      claim
      by such Grantor against third parties for past, present or future (i)
      infringement or dilution of any Patent or Patent licensed under any Patent
      License, (ii) injury to the goodwill associated with any Patent or any Patent
      licensed under any Patent License, (iii) infringement or dilution of any
      Trademark or Trademark licensed under any Trademark License, (iv) injury to
      the
      goodwill associated with any Trademark or any Trademark licensed under any
      Trademark License, (v) infringement or dilution of any Copyright or Copyright
      licensed under any Copyright License, and (vi) injury to the goodwill associated
      with any Copyright or any Copyright licensed under any Copyright
      License.




Section
      3  REPRESENTATIONS
      AND WARRANTIES .
      Each
      Grantor represents and warrants that:




(a)  It
      does
      not have any interest in, or title to, any Patent, Trademark, Copyright or
      any
      IP License, except as set forth in Schedule
      I , Schedule
      II and Schedule
      III ,
      respectively, hereto.




(b)  Except
      as
      set forth in Schedule
      I , Schedule
      II and Schedule
      III ,
      it is
      either the sole owner of the Patents, Trademarks and Copyrights, or has the
      sole
      right to use the Patents, Trademarks and Copyrights, free and clear of all
      liens
      or other encumbrances.




(c)  Each
      of
      the Patents, Trademarks and Copyrights is valid and enforceable, and there
      is no
      claim that the use of any of them violates the rights of any third
      party.




(d)  The
      IP
      Licenses are in full force and effect, and no Grantor is in breach or default
      under any of the IP Licenses.




3




(e)  This
      Agreement is effective to create a valid and continuing first priority lien
      on
      and perfected security interests in favor of Agent, for the ratable Creditor
      Parties of the Lenders, in all of each Grantor’s Patents, Trademarks, Copyrights
      and IP Licenses and such perfected security interests are enforceable as such
      as
      against any and all creditors of, and purchasers from, such
      Grantor.




(f)  Upon
      the
      filing of (i) appropriate financing statements, all action necessary or
      desirable to protect and perfect Agent’s first priority lien on each Grantor’s
      Patents, Trademarks and IP Licenses shall have been duly taken and (ii) the
      security interest in the Copyrights with the Copyright Office, all action
      necessary or desirable to protect and perfect Agent’s first priority lien on
      each Grantor’s Copyrights shall have been duly taken.




Section
      4  COVENANTS .
      Each
      Grantor covenants and agrees with Agent that from and after the date of this
      Agreement:




(a)  It
      shall
      notify Agent immediately if it knows or has reason to know that any application
      or registration relating to any Patent, Trademark or Copyright (now or hereafter
      existing) may become abandoned or dedicated, or of any adverse determination
      or
      development (including the institution of, or any such determination or
      development in, any proceeding in the United States Patent and Trademark Office,
      the United States Copyright Office or any court) regarding any Grantor’s
      ownership of or right to use any Patent, Trademark or Copyright, its right
      to
      register the same, or to keep and maintain the same.




(b)  In
      no
      event shall any Grantor, either directly or through any agent, employee,
      licensee or designee, file an application for the registration of any Patent,
      Trademark or Copyright with the United States Patent and Trademark Office,
      the
      United States Copyright Office or any similar office or agency without giving
      Agent prior written notice thereof, and, upon request of Agent, each Grantor
      shall execute and deliver a supplement hereto (in form and substance
      satisfactory to Agent) to evidence Agent’s lien on such Patent, Trademark or
      Copyright, and such Grantor’s General Intangibles relating thereto or
      represented thereby.




(c)  It
      shall
      take all actions necessary or requested by Agent to continue to use all
      Trademarks (and all trademarks owned by a third party and subject to a Trademark
      License) and maintain and pursue each application, to obtain the relevant
      registration and to maintain the registration of each of the Patents or
      Trademarks (now or hereafter existing), including the filing of applications
      for
      renewal, affidavits of use, affidavits of noncontestability and opposition
      and
      interference and cancellation proceedings.




(d)  In
      the
      event that any of the Collateral is infringed upon, misappropriated or diluted
      by a third party, the Grantors shall notify Agent promptly after any Grantor
      learns thereof. Each Grantor shall, unless it shall reasonably determine that
      such Collateral is in no way material to the conduct of its business or
      operations, promptly sue for infringement, misappropriation or dilution and
      to
      recover any and all damages for such infringement, misappropriation or dilution,
      and shall take such other actions as Agent shall deem appropriate under the
      circumstances to protect such Collateral.




4




Section
      5  SECURITY
      AGREEMENT .
      The
      security interests granted pursuant to this Agreement are granted in conjunction
      with the security interests granted to Agent, for the ratable benefit of the
      Creditor Parties, by each Grantor pursuant to the Security Agreement. The
      Grantors and Agent hereby acknowledge and affirm that the rights and remedies
      of
      the Creditor Parties with respect to the security interest in the Collateral
      made and granted hereby are more fully set forth in the Security Agreement,
      the
      terms and provisions of which are incorporated by reference herein as if fully
      set forth herein.




Section
      6  REINSTATEMENT .
      This
      Agreement shall remain in full force and effect and continue to be effective
      should any petition be filed by or against any Grantor for liquidation or
      reorganization, should any Grantor become insolvent or make an assignment for
      the benefit of any creditor or creditors or should a receiver or trustee be
      appointed for all or any significant part of such Grantor’s assets, and shall
      continue to be effective or be reinstated, as the case may be, if at any time
      payment and performance of the Obligations, or any part thereof, is, pursuant
      to
      applicable law, rescinded or reduced in amount, or must otherwise be restored
      or
      returned by any obligee of the Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise, all as though such payment or performance
      had not been made. In the event that any payment, or any part thereof, is
      rescinded, reduced, restored or returned, the Obligations shall be reinstated
      and deemed reduced only by such amount paid and not so rescinded, reduced,
      restored or returned.




SECTION
      7  EXECUTION
      OF POWER OF ATTORNEY .
      Concurrently with the execution and delivery hereof, each Grantor shall execute
      and deliver to Agent, in the form of Exhibit
      A hereto,
      ten (10) original Powers of Attorney for the implementation of the assignment,
      sale or other disposal of the Collateral pursuant to the Creditor Parties’
rights and remedies under the Security Agreement.




SECTION
      8  INDEMNIFICATION .
      Each
      Grantor assumes all responsibility and liability arising from the use of the
      Patents, Trademarks and/or Copyrights and each Grantor hereby indemnifies and
      holds the Creditor Parties harmless from and against any claim, suit, loss,
      damage or expense (including reasonable attorneys’ fees) arising out of any
      Grantor’s operations of its business from the use of the Patents, Trademarks
      and/or Copyrights. In any suit, proceeding or action brought by the Creditor
      Parties under any IP License for any sum owing thereunder, or to enforce any
      provisions of such IP License, each Grantor will indemnify and keep the Creditor
      Parties harmless from and against all expense, loss or damage suffered by reason
      of any defense, set off, counterclaim, recoupment or reduction or liability
      whatsoever of the obligee thereunder, arising out of a breach by any Grantor
      of
      any obligation thereunder or arising out of any other agreement, indebtedness
      or
      liability at any time owing to or in favor of such obligee or its successors
      from any Grantor, and all such obligations of such Grantor shall be and remain
      enforceable against and only against such Grantor and shall not be enforceable
      against any of the Creditor Parties. Grantors shall have no obligations under
      this Section 8 in the event any claim, suit, loss, damage or expense arises
      solely from the gross negligence or willful misconduct of the Creditor
      Parties.




5




Section
      9  NOTICES .
      Whenever it is provided herein that any notice, demand, request, consent,
      approval, declaration or other communication shall or may be given to or served
      upon any of the parties by any other party, or whenever any of the parties
      desires to give and serve upon any other party any communication with respect
      to
      this Agreement, each such notice, demand, request, consent, approval,
      declaration or other communication shall be in writing and shall be given in
      the
      manner, and deemed received, as provided for in the Security
      Agreement.




Section
      10  TERMINATION
      OF THIS AGREEMENT .
      Subject
      to Section
      6 hereof,
      this Agreement shall terminate upon indefeasible payment in full in cash of
      all
      Obligations and irrevocable termination of the Security Agreement.




[Signature
      Page to Follow]




6




IN
      WITNESS WHEREOF, each Grantor has caused this Amended and Restated Intellectual
      Property Security Agreement to be executed and delivered by its duly authorized
      officer as of the date first set forth above.




**PROLINK
                  SOLUTIONS, LLC**
                
                By:
                Name:
                Title:
                
                **PROLINK
                  HOLDINGS CORP.**
                
                By:
                Name:
                Title:ACCEPTED
                  AND ACKNOWLEDGED BY:
                
                **LV
                  ADMINISTRATIVE SERVICES INC.**,
                as
                  Agent
                
                By:
                Name:
                Title:   
                   Authorized Signatory




SIGNATURE
        PAGE TO
 AMENDED
        AND RESTATED
 INTELLECTUAL
        PROPERTY SECURITY AGREEMENT






7




STATE
        OF
        ____________  )
 )  ss:
 COUNTY
        OF
        __________  )
  On
        the
        ____ day of _______________, 2008, before me personally came
        _____________________ to me known, who being by me duly sworn, did depose
        and
        say s/he is the ______________ of ProLink Solutions, LLC, the limited liability
        company described in and which executed the foregoing instrument; and that
        s/he
        signed her/his name thereto pursuant to his/her authority under the
        organizational documents of said company.






Notary
                Public
              My
                Commission Expires:


STATE
          OF
          ____________  )
 )  ss:
 COUNTY
          OF
          __________  )
 On
      the
      ____ day of _______________, 2008, before me personally came
      _____________________ to me known, who being by me duly sworn, did depose and
      say s/he is the ______________ of ProLink Holdings Corp., the corporation
      described in and which executed the foregoing instrument; and that s/he signed
      her/his name thereto pursuant to his/her authority under the organizational
      documents of said corporation.




Notary
                Public
              My
                Commission Expires:






SIGNATURE
        PAGE TO
 AMENDED
        AND RESTATED
 INTELLECTUAL
        PROPERTY SECURITY AGREEMENT




8




EXHIBIT
      A




SPECIAL
      POWER OF ATTORNEY




STATE
                  OF NEW YORK
              ))
                  ss:COUNTY
                  OF NEW YORK
              )




KNOW
      ALL
      MEN BY THESE PRESENTS, that ProLink Solutions, LLC, a limited liability company
      formed under the laws of Delaware, with its principal office at 410 S. Benson
      Lane, Chandler, Arizona 85224 (“ Company ”),
      pursuant to an Amended and Restated Intellectual Property Security Agreement
      dated as of March 31, 2008 (as amended, modified, restated and/or supplemented
      from time to time, the “ Agreement ”),
      hereby appoints and constitutes LV
      A dministrative
      Services, Inc . ,
      as
      collateral and administrative agent of the Lenders defined therein (in such
      capacity, “ Agent ”),
      with
      offices at 335 Madison Avenue, 10th Floor, New York, New York 10017, its true
      and lawful attorney, with full power of substitution, and with full power and
      authority to perform the following acts on behalf of Company:




I.  Assigning,
      selling or otherwise disposing of all right, title and interest of Company
      in
      and to the Patents and Patent Licenses listed on Schedule
      I of the
      Agreement, the Patents and Patent Licenses which are added to the same
      subsequent hereto, and all registrations and recordings thereof, and all pending
      applications therefor, recording, registering and filing of, or accomplishing
      any other formality with respect to the foregoing, and executing and delivering
      any and all agreements, documents, instruments of assignment or other papers
      necessary or advisable to effect such purpose; and




II.  Executing
      any and all documents, statements, certificates or other papers necessary or
      advisable in order to obtain the purposes described above as Agent may in its
      sole discretion determine.




[REMAINDER
      OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS.]




9




This
      Power of Attorney is made pursuant to the Agreement and may not be revoked
      until
      the payment in full of all Obligations (as defined in the Agreement) and the
      irrevocable termination of the Agreement.




Dated
      as
      of:  March
      31,
      2008




**PROLINK
                  SOLUTIONS, LLC**
                
                By:_____________________________
                Name:
                Title:




STATE
                    OF NEW YORK
                ))
                    ss:COUNTY
                    OF NEW YORK
                )




On
      the
      ____ day of _______________, 2008, before me personally came
      _______________________ to me known, who being by me duly sworn, did depose
      and
      say s/he is the ______________ of ProLink Solutions, LLC, the limited liability
      company described in and which executed the foregoing instrument; and that
      s/he
      signed her/his name thereto in accordance with his/her authority as granted
      by
      the organizational documents of such company.




____________________________
                Notary
                  Public
                My
                  Commission Expires:




10