**AMENDED
      AND RESTATED**


**MEMBERSHIP
      INTEREST PLEDGE AGREEMENT**




**THIS
      AMENDED AND RESTATED MEMBERSHIP INTEREST PLEDGE AGREEMENT** (as
      the
      same may be amended, restated, modified and otherwise supplemented from time
      to
      time, this “ **Pledge
      Agreement** ”),
      dated
      as of March 31, 2008 is made by **PROLINK
      HOLDINGS CORP.,** a
      Delaware corporation (“ **Pledgor** ”),
      in
      favor of **LV
      ADMINISTRATIVE SERVICES INC.** ,
      as
      administrative and collateral agent for the Lenders (as defined below) (in
      such
      capacity, the “ **P-ledgee** ”).




W
      I T N E
      S S E T H:




**WHEREAS** ,
      pursuant to the terms of that certain Amended and Restated Security Agreement
      dated as of the date hereof by and among Pledgor, certain Subsidiaries of
      Pledgor, the Lenders defined therein and the Pledgee (including all annexes,
      exhibits and schedules thereto, and as from time to time amended, restated,
      supplemented and otherwise modified the “ **Security
      Agreement** ”),
      pursuant to which the Lenders provide or will provide certain financial
      accommodations to the Company and certain subsidiaries of the
      Company;




**WHEREAS** ,
      Pledgor
      is the legal and beneficial owner of the Pledged Interests (as hereinafter
      defined);




**WHEREAS,** in order
      to induce Creditor Parties (as defined in the Security Agreement) to enter
      into
      the Security Agreement and the Ancillary Agreements, the Pledgor has agreed
      to
      secure the Obligations under and as defined in the Security Agreement by, among
      other things, pledging the Pledged Interests to the Pledgee, for the ratable
      benefit of the Lenders, in accordance herewith; and




**WHEREAS,** as of
      the date of this Pledge Agreement, the terms, conditions, covenants, agreements,
      representations and warranties contained in that certain Membership Interest
      Pledge Agreement dated as of August 17, 2007 (the “ **Original
      Pledge Agreement** ”),
      made
      by the Company 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 Pledge
      Agreement and the Original Pledge Agreement and shall be consolidated with
      and
      into and superseded by this Pledge Agreement; provided , however ,
      that
      nothing contained in this Pledge Agreement shall impair or affect the liens
      on
      the Collateral heretofore pledged, granted and/or assigned by the Company to
      Calliope and the Other Lenders as security for the Secured Obligations under
      and
      as defined in the Original Pledge Agreement.




**NOW,
      THEREFORE** ,
      in
      consideration of the premises and to induce the Creditor Parties to enter into
      the Security Agreement and the Notes, Pledgor hereby agrees with Pledgee as
      follows:




1.  Defined
      Terms .




(a)  Unless
      otherwise defined herein, terms defined in the Security Agreement and used
      herein shall have the meanings given to them in the Security Agreement, and
      the
      following terms which are defined in the Code (as defined below) are used herein
      as so defined: Accounts, Chattel Paper, General Intangibles and
      Instruments.









(b)  The
      following terms shall have the following meanings:




“ **Code** ”
means
      the Uniform Commercial Code from time to time in effect in the State of New
      York.




“ **Collateral** ”
means
      (i) the Pledged Interests, (ii) all General Intangibles arising out of or
      constituted by the LLC Agreement in respect of the Pledged Interests, (iii)
      all
      Accounts arising out of the LLC Agreement in respect of any Pledged Interests,
      and (iv) to the extent not otherwise included, all Proceeds of any and all
      of
      the foregoing.




“ **Documents** ”
means
      this Pledge Agreement, the Security Agreement, the Notes, the other Ancillary
      Agreements and all other documents, instruments, agreements and certificates
      at
      any time delivered by any Person executed in connection herewith or
      therewith.




“ **Event
      of Default** ” shall
      have the meaning given to such term in
      Section 9.




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




“ **Issuers** ” shall
      have the meaning given to such term in Section
      5(a).




“ **LLC
      Agreement** ”
means
      the Third Amended and Restated Operating Agreement of ProLink Solutions, LLC,
      a
      Delaware limited liability company, dated as of December 23, 2005, by and among
      Prolink Solutions, LLC, ProLink Holdings Corp. (f/k/a Amalgamated Technologies,
      Inc.) and Parview, Inc., as amended, restated, supplemented and otherwise
      modified from time to time in accordance with the terms thereof.




“ **Person** ”
means
      an individual, a partnership, a corporation (including a business trust), a
      joint stock company, a trust, an unincorporated association, a joint venture,
      a
      limited liability company, a limited liability partnership or other entity,
      or a
      government or any agency, instrumentality or political subdivision
      thereof.




“ **Pledged
      Interests** ”
means
      the interest of Pledgor listed on Schedule
      1 hereto
      in the Issuers, including, without limitation, all of Pledgor’s right, title and
      interest to participate in the operation or management of the Issuers, if any,
      and all of Pledgor’s rights to properties, assets, membership interests and
      distributions under the LLC Agreement, if any, together with all certificates,
      options or rights of any nature whatsoever that may be issued or granted by
      the
      Issuers to Pledgor in respect of the Pledged Interests while this Pledge
      Agreement is in effect and any other limited liability company interest obtained
      by Pledgor in the Issuers during the term hereof.




“ **Proceeds** ”
means
      all “proceeds” as such term is defined in Section 9-102(a)(64) of the Code and,
      in any event, shall include, without limitation, all dividends or other income
      from the Pledged Interests, collections thereon or distributions with respect
      thereto.




2




“ **Secured
      Obligations** ”
shall
      have the meaning given to the term “Obligations” in the Security
      Agreement.




2.  Pledge;
      Grant of Security Interest .
      Pledgor
      hereby transfers and assigns to Pledgee, for the ratable benefit of the Lenders,
      all of the Pledged Interests of Pledgor and hereby grants to Pledgee, for the
      ratable benefit of the Lenders, a first priority security interest in the
      Collateral of Pledgor, as collateral security for the prompt and complete
      payment and performance when due (whether at the stated maturity, by
      acceleration or otherwise) of the Secured Obligations.




3.  Delivery
      to Pledgee .




(a)  Pledgor
      shall deliver to Pledgee, for the ratable benefit of the Lenders,
      (i) simultaneously with or prior to the execution and delivery of this
      Pledge Agreement, all certificates representing the Collateral, if any, and
      (ii) promptly upon the receipt thereof by or on behalf of Pledgor, all
      other certificates and instruments constituting Collateral of Pledgor. Prior
      to
      delivery to Pledgee, all such certificates and instruments constituting
      Collateral of Pledgor shall be held in trust by Pledgor for the ratable benefit
      of the Lenders pursuant hereto. All such certificates shall be delivered in
      suitable form for transfer by delivery or shall be accompanied by duly executed
      instruments of transfer or assignment substantially in the form of Exhibit
      A attached
      hereto covering such certificate.




(b)  If
      any
      amount payable under or in connection with any of the Collateral shall be or
      become evidenced by any promissory note, other Instrument or Chattel Paper,
      such
      note, Instrument or Chattel Paper shall be immediately delivered to Pledgee,
      duly endorsed in a manner satisfactory to Pledgee, to be held as Collateral
      pursuant to this Pledge Agreement.




(c)  Pledgor
      authorizes Pledgee to file such UCC or other applicable financing statements
      as
      may be reasonably requested by Pledgee in order to perfect and protect the
      security interest created hereby in the Collateral.




(d)  Pledgor
      agrees to execute and deliver to Pledgee, for the ratable benefit of the
      Lenders, such other consents, acknowledgments, agreements, instruments and
      documentation as Pledgee may reasonably request from time to time to effectuate
      the conveyance, transfer, assignment and grant to Pledgee, for the ratable
      benefit of the Lenders, of all of Pledgor’s right, title and interest in and to
      the Collateral and any distributions with respect thereto.




4.  Transfer
      Powers .
      If at
      any time any equity interest in any Issuer is evidenced by a certificate or
      other written instrument or document (a “ **certificate** ”),
      Pledgor shall immediately deliver such certificate to Pledgee and, concurrently
      with the delivery to Pledgee of each certificate by Pledgor, Pledgor shall
      deliver an undated transfer power covering such certificate, duly executed
      in
      blank with signature guaranteed (if requested by Pledgee), substantially in
      the
      form provided in Exhibit
      A attached
      hereto, to be held as part of the Collateral pursuant hereto.




5.  Representations
      and Warranties .
      Pledgor
      represents and warrants that:




3




(a)  The
      Pledged Interests identified in Schedule
      1 and set
      forth adjacent to Pledgor’s name constitutes all of Pledgor’s limited liability
      company interests or other beneficial interests of any kind in
      the
      issuers as shown thereon (the “ **Issuers** ”) and
      accurately reflects the ownership interest of Pledgor in the
      Issuers.




(b)  All
      required equity contributions to Issuers by Pledgor have been made in connection
      with Pledgor’s Pledged Interests.




(c)  Pledgor
      is the record and beneficial owner of, and has good and marketable title to,
      the
      Pledged Interests of Pledgor, free of any and all liens or options in favor
      of,
      or claims of, any other Person, except for the security interest created by
      this
      Pledge Agreement or otherwise pursuant to the LLC Agreement.




(d)  To
      the
      best of Pledgor’s knowledge, the exercise by Pledgee of its rights and remedies
      hereunder will not violate any law or governmental regulation or any material
      contractual restriction, in each case, binding on or affecting Pledgor or any
      of
      its property.




(e)  No
      authorization, approval or action by, and no notice of filing with any
      Governmental Authority or with any Issuer is required either (i) for the pledge
      made by Pledgor or for the granting of the security interest by Pledgor pursuant
      to this Pledge Agreement or (ii) to the best of Pledgor’s knowledge, for the
      exercise by Pledgee of its rights and remedies hereunder (except as may be
      required by the Uniform Commercial Code in the applicable jurisdiction or laws
      affecting the offering and sale of securities).




(f)  The
      interests of Pledgor in each Issuer are as shown on Schedule
      1 attached
      hereto.




(g)  Upon
      the
      filing of UCC financing statement describing the Collateral, the security
      interest created by this Pledge Agreement will constitute a valid, perfected
      first-priority security interest in the Pledged Interests of Pledgor and in
      the
      other Collateral arising therefrom, enforceable in accordance with its terms
      against all creditors of Pledgor, each Issuer or any Person purporting to
      purchase any Pledged Interests of Pledgor (or any portion thereof) therefrom
      or
      otherwise claiming by, through or under Pledgor or such Issuer, except as
      affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws relating to or affecting creditors’ rights
      generally, and general equitable principles (whether considered in a proceeding
      in equity or at law).




6.  Covenants .
      Pledgor
      covenants and agrees with Pledgee that, from and after the date of this Pledge
      Agreement until this Pledge Agreement is terminated and the security interests
      created hereby are released, that:




(a)  If
      Pledgor shall, as a result of its ownership of the Pledged Interests, become
      entitled to receive or shall receive any certificate (including, without
      limitation, any certificate representing a dividend or a distribution in
      connection with any reclassification, increase or reduction of capital or any
      certificate issued in connection with any reorganization), option or rights,
      whether in addition to, in substitution of, as a conversion of, or in exchange
      for any shares of the Pledged Interests, or otherwise in respect thereof,
      Pledgor shall accept the same as the agent of Pledgee, hold the same in trust
      for Pledgee and deliver the same forthwith to Pledgee in the exact form
      received, duly endorsed by Pledgor to Pledgee, if required, together with an
      undated transfer power substantially in the form of Exhibit
      A attached
      hereto covering such certificate duly executed in blank by Pledgor and with
      signature guaranteed (if requested by Pledgee), to be held by Pledgee, subject
      to the terms hereof, as additional collateral security for the Secured
      Obligations.




4




(b)  Without
      the prior written consent of Pledgee, Pledgor will not (i) sell, assign,
      transfer, exchange, or otherwise dispose of, or grant any option with respect
      to, the Collateral or any portion thereof, (ii) create, incur or permit to
      exist
      any security interest, encumbrance, lien or option in favor of, or any claim
      of
      any Person with respect to, any of the Collateral, or any interest therein,
      except for the security interests created by this Pledge Agreement or (iii)
      enter into any agreement or undertaking restricting the right or ability of
      any
      Issuer to sell, assign or transfer any of the Collateral.




(c)  Pledgor
      shall warrant and defend title to and ownership of the Collateral at its own
      expense against the claims and demands of all other parties claiming an interest
      therein, shall maintain the security interest created by this Pledge Agreement
      as a first priority security interest and shall defend such security interest
      against claims and demands of all Persons whomsoever. At any time and from
      time
      to time, upon the written request of Pledgee, Pledgor will promptly and duly
      execute and deliver such further instruments and documents and take such further
      actions at its expense as Pledgee may reasonably request for the purposes of
      obtaining or preserving the full benefits of this Pledge Agreement and of the
      rights and powers herein granted. If any amount payable under or in connection
      with any of the Collateral shall be or become evidenced by any promissory note,
      other instrument or chattel paper, such note, instrument or chattel paper shall
      be immediately delivered to Pledgee, duly endorsed in a manner satisfactory
      to
      Pledgee, to be held as Collateral pursuant to this Pledge
      Agreement.




(d)  Pledgor
      shall not participate in any amendment to the LLC Agreement or certificate
      of
      formation of Issuer (i) that would extend any voting rights to any owner of
      any
      equity interest in Issuer unless such equity interest is subject to the terms
      and provisions of this Pledge Agreement or such other pledge agreement as is
      reasonably acceptable to Pledgee, (ii) that would otherwise impair the
      Collateral or adversely affect in any material respect the rights, privileges,
      benefits and security interests provided to or intended to be provided to
      Pledgee or (iii) that in any way adversely affects the perfection of the
      security interest of Pledgee in the Collateral, including, without limitation,
      any amendment electing to treat any membership interest as a security under
      Section 8-103 of the Code, or any election to turn any previously uncertificated
      membership interest into a certificated membership interest.




(e)  From
      time
      to time, Pledgor will execute and deliver to Pledgee such additional documents
      and will provide such additional information and perform such additional acts
      as
      Pledgee may require to carry out the terms of this Pledge
      Agreement.




5




7.  Voting
      Rights .
      Unless
      an Event of Default shall have occurred and be continuing, Pledgor shall be
      permitted to exercise all voting and company rights with respect to the Pledged
      Interests; provided , however ,
      that no
      vote shall be cast or company right exercised or other action taken which,
      in
      Pledgee’s reasonable judgment, would impair the Collateral or which would be
      inconsistent with or result in any violation of any provision of this Pledge
      Agreement.




8.  Rights
      of Pledgee .




(a)  All
      money
      Proceeds received by Pledgee hereunder shall be applied as provided in Section
      10(a) hereof.




(b)  If
      an
      Event of Default shall occur and be continuing, at Pledgee’s option,
      (1) Pledgee shall have the right to receive any and all cash dividends or
      other distributions paid in respect of the Pledged Interests and make
      application thereof to the Secured Obligations in such order as Pledgee may
      determine, and (2) the Pledged Interests shall be registered in the name of
      Pledgee or its nominee, and Pledgee or its nominee may thereafter exercise
      (A)
      all voting and other rights pertaining to the Pledged Interests at any meeting
      of owners of the applicable Issuer or otherwise and (B) any and all rights
      of
      conversion, exchange, subscription and any other rights, privileges or options
      pertaining to such Pledged Interests as if it were the absolute owner thereof
      (including, without limitation, the right to exchange at its discretion any
      and
      all of the Pledged Interests upon the merger, consolidation, reorganization,
      recapitalization or other fundamental change in the company structure of any
      Issuer, or upon the exercise by Pledgor or Pledgee of any right, privilege
      or
      option pertaining to such Pledged Interests, and in connection therewith, the
      right to deposit and deliver any and all of the Pledged Interests with any
      committee, depository, transfer agent, registrar or other designated agency
      upon
      such terms and conditions as Pledgee may determine), all without liability
      except to account for property actually received by it, but Pledgee shall have
      no duty to Pledgor to exercise any such right, privilege or option and shall
      not
      be responsible for any failure to do so or delay in so doing.




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




10.  Remedies .




(a)  If
      an
      Event of Default shall have occurred and be continuing, at any time at Pledgee’s
      election, Pledgee may apply all or any part of Proceeds held by Pledgee in
      payment of the Secured Obligations in such order as Pledgee may
      elect.




(b)  If
      an
      Event of Default shall have occurred and be continuing, Pledgee may exercise,
      in
      addition to all other rights and remedies granted in this Pledge Agreement
      and
      in any other instrument or agreement securing, evidencing or relating to the
      Secured Obligations, all rights and remedies of a secured party under the Code.
      Without limiting the generality of the foregoing, Pledgee, without resort to
      any
      other collateral or remedy under any Document or demand of performance or other
      demand, presentment, protest, advertisement or notice of any kind (except any
      notice required by law referred to below) to or upon Pledgor or any other Person
      (including without limitation the Issuers) (all and each of which demands,
      defenses, advertisements and notices are hereby waived), may in such
      circumstances forthwith collect, receive, appropriate and realize upon the
      Collateral, or any part thereof, and/or may forthwith sell, assign, give an
      option or options to purchase or otherwise dispose of and deliver the Collateral
      or any part thereof (or contract to do any of the foregoing), in one or more
      parcels at public or private sale or sales, in the over-the-counter market,
      at
      any exchange, broker’s board or office of Pledgee or elsewhere upon such terms
      and conditions as it may deem advisable and at such prices as it may deem best,
      for cash or on credit or for future delivery without assumption of any credit
      risk. Pledgee shall apply any Proceeds from time to time held by it and the
      net
      proceeds of any such collection, recovery, receipt, appropriation, realization
      or sale, after deducting all reasonable costs and expenses of every kind
      incurred in respect thereof or incidental to the care or safekeeping of any
      of
      the Collateral or in any way relating to the Collateral or its rights hereunder,
      including, without limitation, actual and reasonable attorneys’ fees and
      disbursements of counsel to Pledgee, to the payment in whole or in part of
      the
      Secured Obligations, in such order as Pledgee may elect, and only after such
      application and after the payment by Pledgee of any other amount required by
      any
      provision of law, including, without limitation, Section 9-615 of the Code,
      need
      Pledgee account for the surplus, if any, to Pledgor. To the extent permitted
      by
      applicable law, Pledgor waives all claims, damages and demands it may acquire
      against Pledgee arising out of the exercise by it of any rights hereunder except
      for any claim, damage or demand arising from the gross negligence or willful
      misconduct of Pledgee. If any notice of a proposed sale or other disposition
      of
      Collateral shall be required by law, such notice shall be deemed reasonable
      and
      proper if given at least 10 days before such sale or other disposition. The
      Pledgor shall remain liable for any deficiency if the proceeds of any sale
      or
      other disposition of Collateral are insufficient to pay the Secured Obligations
      and the reasonable fees and disbursements of any attorneys employed by Pledgee
      to collect such deficiency.




6




11.  Irrevocable
      Authorization and Instruction to Issuers .
      The
      Pledgor hereby authorizes and instructs the Issuers to comply with any
      instruction received by Pledgor (or any of them) from Pledgee in writing that
      (a) states that an Event of Default exists and (b) is otherwise in accordance
      with the terms of this Pledge Agreement, without any other or further
      instructions from Pledgor (or any of them), and Pledgor agrees that the Issuers
      shall be fully protected in so complying.




12.  Appointment
      as Attorney-in-Fact .




(a)  The
      Pledgor hereby irrevocably constitutes and appoints Pledgee and any officer
      or
      agent of Pledgee, with full power of substitution, as its true and lawful
      attorney-in-fact with full irrevocable power and authority in the place and
      stead of Pledgor and in the name of Pledgor and in Pledgee’s own name, from time
      to time in Pledgee’s discretion, for the purpose of carrying out the terms of
      this Pledge Agreement, to take any and all appropriate action and to execute
      any
      and all documents and instruments which may be necessary or desirable to
      accomplish the purposes of this Pledge Agreement, including, without limitation,
      any financing statements, endorsement, assignment or other instruments of
      transfer.




7




(b)  The
      Pledgor hereby ratifies all that said attorneys shall lawfully do or cause
      to be
      done pursuant to the power of attorney granted in Section 12(a) hereof. All
      powers, authorizations and agencies contained in this Pledge Agreement are
      coupled with an interest and are irrevocable until this Pledge Agreement is
      terminated and the security interests created hereby are released.




13.  Duty
      of Pledgee .
      Pledgee’s sole duty with respect to the custody, safekeeping and physical
      preservation of the Collateral in its possession, under Section 9-207 of the
      Code or otherwise, shall be to deal with it in the same manner as Pledgee deals
      with similar securities and property for its own account. Neither Pledgee nor
      any of its respective directors, officers, employees or agents shall be liable
      for failure to demand, collect or realize upon any of the Collateral or for
      any
      delay in doing so or shall be under any obligation to sell or otherwise dispose
      of any Collateral upon the request of Pledgor or any other Person or to take
      any
      other action whatsoever with regard to the Collateral or any part
      thereof.




14.  No
      Assumption .
      Notwithstanding any of the foregoing, whether or not an Event of Default shall
      have occurred hereunder and whether or not Pledgee elects to foreclose on the
      security interest in the Collateral as set forth herein, neither the execution
      of this Pledge Agreement, receipt by Pledgee of any of Pledgor’s rights, title
      and interests in and to any distributions, now or hereafter due to Pledgor
      from
      any Issuer, nor Pledgee’s foreclosure of the security interest in the
      Collateral, shall in any way be deemed to obligate Pledgee to assume any of
      Pledgor’s obligations, duties, expenses or liabilities under the LLC Agreement
      as presently existing or as hereafter amended, or under any and all other
      agreements now existing or hereafter drafted or executed (collectively, the
      “ **LLC
      Obligations** ”),
      unless Pledgee otherwise expressly agrees to assume any or all of the LLC
      Obligations in writing. In the event of foreclosure by Pledgee, Pledgor shall
      remain bound and obligated to perform the LLC Obligations and Pledgee shall
      not
      be deemed to have assumed any of such LLC Obligations except as provided in
      the
      preceding sentence.




15.  Execution
      of Financing Statements .
      Pledgor
      authorizes Pledgee to file financing statements with respect to the Collateral
      without the signature of Pledgor in such form and in such filing offices as
      Pledgee reasonably determines appropriate to perfect the security interests
      of
      Pledgee under this Pledge Agreement. A carbon, photographic or other
      reproduction of this Pledge Agreement shall be sufficient as a financing
      statement for filing in any jurisdiction.




16.  Indemnification .
      Pledgor
      hereby agrees to indemnify, defend and hold Creditor Parties and their
      respective successors and assigns harmless from and against any and all damages,
      losses, claims, costs or expenses (including reasonable attorneys’ fees) and any
      other liabilities whatsoever that Creditor Parties or their respective
      successors or assigns may incur by reason of this Pledge Agreement or by reason
      of any assignment of any Creditor Party’s right, title and interest in and to
      any or all of the Collateral, except to the extent any such damages, losses,
      claims, costs, expenses (including reasonable attorneys’ fees) and other
      liabilities are caused solely by the gross negligence or willful misconduct
      of
      any Creditor Party.




17.  Further
      Documentation .
      Pledgor
      hereby agrees to execute all such instruments as may be required to perfect
      and
      continue the security interest created hereby and pay the cost of filing or
      recording the same in the public records specified by Pledgee.




8




18.  Consent
      and Waiver .
      Pledgor
      agrees that, without the prior written consent of Pledgee, Pledgor shall not
      take any action that would operate to dilute the interest of Pledgor in any
      Issuer other than as permitted by this Pledge Agreement. Pledgor also hereby
      expressly waives any and all rights under the LLC Agreement of any Issuer which,
      whether exercised by Pledgor or not, would prevent, inhibit or interfere with
      the granting of a security interest in the Collateral, the foreclosure of such
      security interest in the Collateral by Pledgee or the full realization by the
      Creditor Parties of any of their other rights under this Pledge Agreement or
      otherwise.




19.  Notices .
      Any
      notice, request, instruction or other document or communication hereunder shall
      be in writing and shall be given in accordance with the terms of the Security
      Agreement.




20.  Severability .
      Any
      provision of this Pledge Agreement which is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.




21.  Miscellaneous .




(a)  This
      Pledge Agreement constitutes the entire and final agreement among the parties
      with respect to the subject matter hereof and may not be changed, terminated
      or
      otherwise varied except by a writing duly executed by the parties
      hereto.




(b)  None
      of
      the terms or provisions of this Pledge Agreement may be waived, amended,
      restated, supplemented or otherwise modified except by a written instrument
      executed by Pledgor and Pledgee, provided that any provision of this Pledge
      Agreement may be waived by Pledgee in a letter or agreement executed by Pledgee
      or by facsimile transmission from Pledgee and then such waiver shall be
      effective only in the specific instance and for the purpose for which
      given.




(c)  Pledgee
      shall not by any act (except by a written instrument pursuant to Section 21(b)
      hereof), delay, indulgence, omission or otherwise be deemed to have waived
      any
      right or remedy hereunder or to have acquiesced in any Event of Default or
      in
      any breach of any of the terms and conditions hereof. No failure to exercise,
      nor any delay in exercising on the part of Pledgee, any right, power or
      privilege hereunder shall operate as a waiver thereof. No single or partial
      exercise of any right, power or privilege hereunder shall preclude any other
      or
      further exercise thereof or the exercise of any other right, power or privilege.
      A waiver by Pledgee of any right or remedy hereunder on any one occasion shall
      not be construed as a bar to any right or remedy which Pledgee would otherwise
      have on any future occasion.




(d)  The
      rights and remedies herein provided are cumulative, may be exercised singly
      or
      concurrently and are not exclusive of any other rights or remedies provided
      by
      law.




9




22.  Section
      Headings .
      The
      section headings used in this Pledge Agreement are for convenience of reference
      only and are not to affect the construction hereof or be taken into
      consideration in the interpretation hereof.




23.  Successors
      and Assigns .
      This
      Pledge Agreement shall be binding upon the successors and assigns of Pledgor
      and
      shall inure to the benefit of Pledgee and its successors and assigns, for the
      ratable benefit of the Lenders, provided that Pledgor may not assign its rights
      or obligations under this Pledge Agreement without the prior written consent
      of
      Pledgee, and any such purported assignment shall be null and void.




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




(a)  THIS
      PLEDGE 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.




(b)  PLEDGOR
      HEREBY CONSENTS AND AGREES THAT THE STATE 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 PLEDGOR, ON THE ONE HAND, AND
      PLEDGEE, ON THE OTHER HAND, PERTAINING TO THIS PLEDGE AGREEMENT OR TO ANY MATTER
      ARISING OUT OF OR RELATED TO THIS PLEDGE AGREEMENT; PROVIDED ,
      THAT
      PLEDGEE AND PLEDGOR 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 PLEDGE AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE PLEDGEE
      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 SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR
      OF THE PLEDGEE AND/OR ANY OTHER CREDITOR PARTY. PLEDGOR EXPRESSLY SUBMITS AND
      CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
      ANY
      SUCH COURT, AND PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED
      UPON
      LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
      NON CONVENIENS .
      PLEDGOR
      AND PLEDGEE EACH 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 PLEDGOR OR PLEDGEE, AS APPLICABLE, AT THE ADDRESS SET FORTH IN
      SECTION 29 OF THE SECURITY AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
      COMPLETED UPON THE EARLIER OF PLEDGOR’S OR PLEDGEE’S, AS APPLICABLE, ACTUAL
      RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID.






10




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




25.  Counterparts
      and Signatures .
      This
      Pledge Agreement may be executed 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 agreement. Any signature delivered by a party by
      facsimile or electronic transmission shall be deemed an original signature
      hereto.




[Remainder
      of Page Intentionally Left Blank]




11




IN
      WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly
      executed and delivered as of the date first above written.




**PROLINK
                  HOLDINGS CORP.**
                
                
                By:
                Name:
                Title:
                
                **LV
                  ADMINISTRATIVE SERVICES INC.**,
                as
                  Agent
                
                By:Laurus
                    Capital Management, LLC, as investment
                    manager
                
                
                
                By:
                  Name:
                  Title: 
                     Authorized
                    Signatory




SIGNATURE
          PAGE TO
 AMENDED
          AND RESTATED
 MEMBERSHIP
          INTEREST PLEDGE AGREEMENT









**SCHEDULE
      1**




DESCRIPTION
      OF PLEDGED SECURITIES




Issuer
            Owner
            Total
                Percentage of
              OwnershipProLink
                Solutions, LLC
            ProLink
                Holdings Corp.
            100%












IRREVOCABLE
      TRANSFER POWER






FOR
      VALUE
      RECEIVED, ProLink Holdings Corp. hereby sells, assigns and transfers unto
      ____________________________ ________ percent (___%) of the membership interests
      of _____________________ standing in our name on the books of said limited
      liability company represented by Certificate(s) No(s). _____ herewith, and
      do
      hereby irrevocably constitute and appoint ___________________________________
      attorney to transfer the said membership interests on the books of said limited
      liability company with full power of substitution in the premises.






Dated: ___________________
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              In
                  presence of:
            PROLINK
                HOLDINGS CORP.
              
              By:_______________________________
              Name:
              Title: