**Exhibit10.4****COVENANT WAIVER AGREEMENT**          DATE:   August 11, 2006     PARTIES: Borrower: PROLINK HOLDINGS CORP., a Delaware corporation andPROLINK SOLUTIONS, LLC, a Delaware limitedliability company       Borrower 410 S. Benson Lane  Address: Chandler, Arizona 85224       Bank: COMERICA BANK       Bank One North Central, Suite 1000  Address: Phoenix, Arizona 85004RECITALS:     A. Bank has extended to Borrower credit in the amount of Two Million and No/100 Dollars($2,000,000.00) on a term loan basis (the “Loan”) pursuant to the terms and conditions of,and secured by, that certain Loan and Security Agreement, dated June 30, 2006 (“LoanAgreement”), as evidenced by that certain Term Promissory Note in the principal amount of TwoMillion and No/100 Dollars ($2,000,000.00), dated June 30, 2006 (the “Note”). Capitalizedterms not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.     B. The Loan is secured by the Collateral. All of the agreements, documents, and instrumentsrelating to the Collateral and otherwise securing the Loan are referred to individually andcollectively as the “Security Documents”. The Loan Agreement, the Note, the SecurityDocuments, and all other agreements, documents, and instruments evidencing, securing, or otherwiserelating to the Loan are sometimes referred to individually and collectively as the “LoanDocuments”.     C. Borrower has requested that Bank retroactively waive Borrower’s compliance with thecovenant to maintain Net Income before taxes as of the fiscal quarter ending June 30, 2006 of notless than Four Hundred Thousand and No/100 Dollars ($400,000.00) pursuant to Section 6.12of the Loan Agreement. Bank is willing to waive the above referenced covenant, subject to the termsand conditions herein.AGREEMENT:For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Borrower and Bank agree as follows:
 

 
 1. ACCURACY OF RECITALS.    Borrower acknowledges the accuracy of the Recitals.  2. COVENANT WAIVER.               Bank hereby waives Borrower’s compliance with Section 6.12 of the Loan Agreement forthe quarterly reporting periods ending June 30, 2006 (the “Waived Covenant”). Except forthe Waived Covenant, as specifically provided herein, by entering into this Agreement, Bank doesnot waive any other existing default or any default hereafter occurring after the date hereofpursuant to the Loan Documents, or become obligated to waive any condition or obligation in anyagreement between or among any of the parties hereto. This waiver is specific as to content andtimes and does not include any subsequent quarterly or annual reporting period or any otheradditional prohibited indebtedness. Other than the Waived Covenant, this waiver does not waive anyother rights or remedies that Bank may have pursuant to any agreement or law as a result of anyother violations past, present, or future of any agreement between Borrower and Bank, and Bankreserves all rights, powers and remedies available to it. 3. RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.               The Loan Documents are ratified and affirmed by Borrower and shall remain in full force andeffect. Any property or rights to or interests in property granted as security in the LoanDocuments shall remain as security for the Loan and the obligations of Borrower in the LoanDocuments. 4. BORROWER REPRESENTATIONS AND WARRANTIES.               Borrower represents and warrants to Bank:               4.1 To the best of Borrower’s knowledge, as of the date hereof, no Event of Default under anyof the Loan Documents (other than violation of the Waived Covenant) has occurred and is continuing.               4.2 There has been no material adverse change in the financial condition of Borrower or anyother person whose financial statement has been delivered to Bank in connection with the Loan fromthe most recent financial statement received by Bank.               4.3 Each and all representations and warranties of Borrower in the Loan Documents are accurateon the date hereof.               4.4 Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan orthe Loan Documents as modified herein.               4.5 The Loan Documents as modified herein are the legal, valid, and binding obligation ofBorrower, enforceable against Borrower in accordance with their terms.
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               4.6 Each of Borrower is incorporated and/or organized and in good standing in the State ofDelaware and is qualified to do business in the State of Arizona and in all other states in whichBorrower’s qualification to do business is required and has the requisite power and authority toexecute and deliver this Agreement and to perform the Loan Documents as modified herein. Theexecution and delivery of this Agreement and the performance of the Loan Documents as modifiedherein have been duly authorized by all requisite action by or on behalf of Borrower. ThisAgreement has been duly executed and delivered on behalf of Borrower. 5. BORROWER COVENANTS.               Borrower covenants with Bank:               5.1 Borrower shall execute, deliver, and provide to Bank such additional agreements,documents, and instruments as reasonably required by Bank to effectuate the intent of thisAgreement.               5.2 Borrower fully, finally, and forever releases and discharges Bank and its successors,assigns, directors, officers, employees, agents, and representatives from any and all actions,causes of action, claims, debts, demands, liabilities, obligations, and suits, of whatever kind ornature, in law or equity, that Borrower has, whether known or unknown, (i) in respect of the Loan,the Loan Documents, or the actions or omissions of Bank in respect of the Loan or the LoanDocuments, and (ii) arising from events occurring prior to the date of this Agreement.               5.3 Contemporaneously with the execution and delivery of this Agreement, Borrower has paid toBank:                    5.3.1 All of the internal and external costs and expenses incurred by Bank in connection withthis Agreement (including, without limitation, outside attorneys’ fees); and                    5.3.2 A covenant waiver fee of Two Thousand Five Hundred and No/100 Dollars ($2,500.00). 6. EXECUTION AND DELIVERY OF AGREEMENT BY BANK.               Bank shall not be bound by this Agreement until each of the following shall have occurred:(i) Bank has executed and delivered this Agreement, (ii) Borrower shall have executed allinstruments and documents as required by Bank to effectuate the terms and conditions of thisAgreement and (iii) Borrower has performed all of the obligations of Borrower under this Agreementto be performed contemporaneously with the execution and delivery of this Agreement. 7. ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.               The Loan Documents as modified herein contain the entire understanding and agreement ofBorrower and Bank in respect of the Loan and supersede all prior representations, warranties,agreements, arrangements, and understandings. No provision of the Loan
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Documents as modified herein may be changed, discharged, supplemented, terminated, or waivedexcept in a writing signed by Bank and Borrower. 8. BINDING EFFECT.               The Loan Documents as modified herein shall be binding upon, and inure to the benefit of,Borrower and Bank and their respective successors and assigns. 9. CHOICE OF LAW.               This Agreement shall be governed by and construed in accordance with the laws of the State ofArizona, without giving effect to conflicts of law principles. 10. COUNTERPART EXECUTION.               This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one and the same document. Signature pages maybe detached from the counterparts and attached to a single copy of this Agreement to physicallyform one document.     DATED as of the date first above stated.           COMERICA BANK   PROLINK HOLDINGS CORP., a Delawarecorporation           By:     By:               Name:     Name:               Title:     Title:                                PROLINK SOLUTIONS, LLC, a Delawarelimited liability company                 By:                     Name:                     Title:               
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