##### 



LOAN AND SECURITY AGREEMENT
 
  1.
    
    DEFINITIONS.
 Exhibit A




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
          2




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
                   3




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
    2.
    
    LOANS, TERMS OF PAYMENT AND FEES.
 The Loan
 Loan Fee
 Late Payment Fee
 Additional Principal Reduction
 3.
    
    TERM.
    4.
    
    CREATION OF SECURITY INTEREST.
  4




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
  provided however
    5




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##### 



LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
    5.
    
    CONDITIONS PRECEDENT.
  a.
    
    This Agreement and other documents, instruments and agreements
required by Bank;b.
    
    Borrower shall have paid to Bank the Loan fee referenced in
Section 2.2 of this Agreement.c.
    
    Borrower shall have reimbursed Bank for all Bank Expenses
incurred in connection with this Agreement, the Loan Documents and the closing
of the Loan, including, but not limited to, outside attorneys fees.d.
    
    An investment property security agreement with collateral control
agreement executed by Smith Barney in connection with the Brokerage Account.e.
    
    A security agreement executed by Borrower pledging its interest
in certain trademarks and tradenames of Borrower to be filed with the United
States Patent and Trademark Office.f.
    
    Certified copies of all actions taken by Borrower authorizing the
execution, delivery and performance of this Agreement and any other documents,
instruments or agreements entered into in connection herewith, and authorizing
specific officers to execute and deliver any such documents, instruments and
agreements;g.
    
    A certificate of good standing showing that Borrower is in good
standing under the laws of the state of Delaware and certificates indicating
that Borrower is qualified to transact business and is in good standing in any
other state in which it conducts business;h.
    
    A copy of Borrowers Organization Documents;i.
    
    UCC searches and financing statements, fictitious business
statement filings, insurance certificates, notices or other similar documents
which Bank may require and in such form as Bank may require, in order to
reflect, perfect or protect Banks first priority security interest in the
Collateral and in order to fully consummate all of the transactions contemplated
under this Agreement;j.
    
    Evidence that Borrower has obtained insurance and acceptable
endorsements;k.
    
    A listing of the lease residuals due Borrower;
 6




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
 l.
    
    An opinion of Borrowers counsel as to such matters reasonably
requested by Bank.m.
    
    Evidence that the maturity date on the note to David Band has
been extended no earlier than October 22, 2006.
 6.
    
    WARRANTIES. REPRESENTATIONS AND COVENANTS.
  a.
    
    Borrower has good and marketable title to the Collateral. Subject
to any Permitted Liens, Bank has and shall continue to have a first priority
perfected security interest in and to the Collateral. The Collateral shall at
all times remain free and clear of all liens, encumbrances and security
interests (except those in favor of Bank and except for Permitted Liens);b.
    
    All Accounts are and will, at all times pertinent hereto, be bona
fide existing obligations created by the sale and delivery of merchandise or the
rendition of services to account debtors in the ordinary course of business,
free of liens, claims, encumbrances and security interests (except as held by
Bank and except as may be consented to, in writing, by Bank, and further except
for Permitted Liens); andc.
    
    At the time each Account is assigned to Bank, all property giving
rise to such Account shall have been delivered to the account debtor or to the
agent for the account debtor for immediate shipment to, and unconditional
acceptance by, the account debtor. Borrower shall deliver to Bank, as Bank may
from time to time require, delivery receipts, customers purchase orders,
shipping instructions, bills of lading and any other evidence of shipping
arrangements. Absent such a request by Bank, copies of all such documentation
shall be held by Borrower as custodian for Bank.
  a.
    
    All of the Inventory is and shall remain free from all purchase
money or other security interests, liens or encumbrances, except as held by Bank
and except for Permitted Liens;b.
    
    Borrower does now keep and hereafter at all times shall keep
correct and accurate records itemizing and describing the kind, type, quality
and quantity of the Inventory, its cost therefor and selling price thereof, and
the daily withdrawals therefrom and additions thereto, all of which records
shall be available upon demand to any of Banks officers, agents and employees
for inspection and copying; andc.
    
    Inventory is not now and shall not at any time or times hereafter
be located or stored with a bailee, warehouseman or other third party without
Banks prior written consent, and, in such event, Borrower will concurrently
therewith cause any such bailee, warehouseman or other third party to issue and
deliver to Bank, warehouse receipts in Banks name evidencing the storage of
Inventory and/or an acknowledgment by such bailee of Banks prior rights in the
Inventory, in each case in form and substance acceptable to Bank. In any event,
Borrower shall instruct any third party to hold all such Inventory for Banks
account subject to Banks security interests and its instructions.
  a.
    
    Grant a security interest in or permit a lien, claim or
encumbrance upon any of the Collateral to any person, association, firm,
corporation, entity or governmental agency or instrumentality, except for
Permitted Liens;b.
    
    Permit any levy, attachment or restraint to be made affecting any
of Borrowers assets, except for Permitted Liens;c.
    
    Permit any Judicial Officer or Assignee to be appointed or to
take possession of any or all of Borrowers assets;
 7




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
 d.
    
    Other than sales of Inventory in the ordinary course of
Borrowers business or for dispositions permitted in clause (m) of this Section
6.3 below or for transactions having an aggregate book value of not more than
One Hundred Thousand and No/100 Dollars ($100,000.00) (whether in one
transaction or in a series of transactions), to sell, lease, or otherwise
dispose of, move, or transfer, whether by sale or otherwise, any of Borrowers
assets;e.
    
    Change its name, the location of its sole place of business,
chief executive office or residence, business structure, corporate identity or
structure, form of organization or the state in which it has been formed or
organized; add any new fictitious names, liquidate, merge or consolidate with or
into any other business organization;f.
    
    Move or relocate any Collateral other than in the ordinary course
of Borrowers business;g.
    
    Acquire any other business organization;h.
    
    Enter into any transaction not in the usual course of Borrowers
business;i.
    
    Make any change in Borrowers financial structure or in any of
its business objectives, purposes or operations which would materially adversely
affect the ability of Borrower to repay Borrowers Indebtedness;j.
    
    Incur any debts other than Permitted Indebtedness;k.
    
    Make loans, advances or extensions of credit to any Person,
except in the ordinary course of business;l.
    
    Guarantee or otherwise, directly or indirectly, in any way be or
become responsible for obligations of any other Person, whether by agreement to
purchase the indebtedness of any other Person, agreement for the furnishing of
funds to any other Person through the furnishing of goods, supplies or services,
by way of stock purchase, capital contribution, advance or loan, for the purpose
of paying or discharging (or causing the payment or discharge of) the
indebtedness of any other Person, or otherwise, except for the endorsement of
negotiable instruments by Borrower in the ordinary course of business for
deposit or collection;m.
    
    Except for ordinary course distributions from ProLink Solutions,
LLC to ProLink Holdings Corp., make any distribution or declare or pay any
dividend (in stock or in cash) to any member or shareholder (as applicable);n.
    
    Purchase or hold beneficially any stock or other securities of,
or make any investment or acquire any securities or other interest whatsoever
in, any other Person, except for the membership interest of ProLink Solutions,
LLC owned by ProLink Holdings Corp. on the date of this Agreement and except for
certificates of deposit with maturities of one year or less of United States
commercial banks with capital, surplus and undivided profits in excess of One
Hundred Million Dollars ($100,000,000) and the securities or other direct
obligations of the United States Government maturing within one year from the
date of acquisition thereof and the securities held in the Brokerage Account;
ando.
    
    Allow any fact, condition or event to occur or exist with respect
to any employee pension or profit sharing plans established or maintained by it
which might constitute grounds for termination of any such plan or for the court
appointment of a trustee to administer any such plan.
  a.
    
    Borrowers true and correct legal name is that set forth on the
signature page to this Agreement. Except as disclosed in writing to Bank on or
before the date of this Agreement or as set forth in the certificate of
incorporation or certificate of formation provided to the Bank, Borrower has not
done business under any name other than that set forth on the signature page to
this Agreement;b.
    
    Borrower is and shall at all times hereafter be duly organized
and/or incorporated and existing in good standing under the laws of the state of
Delaware and qualified and licensed in all states in which it is required to do
so;
 8




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
 c.
    
    Borrower has the right and power and is duly authorized to enter
into this Agreement; andd.
    
    The execution by Borrower of this Agreement shall not constitute
a breach of any provision contained in Borrowers Organizational Documents.
    Exhibit B
  a.
    
    Borrower, at its expense, shall keep and maintain its assets
insured against loss or damage by fire, theft, explosion, sprinklers and all
other hazards and risks ordinarily insured against by other owners who use such
properties in similar businesses for the full insurable value thereof. Borrower
shall also keep and maintain business interruption insurance and public
liability and property damage insurance relating to Borrowers ownership and use
of the Collateral and its other assets. All such policies of insurance shall be
in such form, with such companies, and in such amounts as may be satisfactory to
Bank. Borrower shall deliver to Bank certified copies of such policies of
insurance and evidence of the payments of all premiums therefor. All such
policies of insurance (except those of public liability and property damage)
shall contain an endorsement in a form satisfactory to Bank showing Bank as a
loss payee thereof, with a waiver of warranties satisfactory to Bank, and all
proceeds payable thereunder shall be payable to Bank and, upon receipt by Bank,
shall be applied on account of the Indebtedness owing to Bank. To secure the
payment of the Indebtedness, Borrower grants Bank a security interest in and to
all such policies of insurance (except those of public liability and property
damage) and the proceeds thereof, and Borrower shall direct all insurers under
such policies of insurance to pay all proceeds thereof directly to Bank.b.
    
    Borrower hereby irrevocably appoints Bank (and any of Banks
officers, employees or agents designated by Bank) as Borrowers attorney for the
purpose of making, selling and adjusting claims under such policies of
insurance, endorsing the name of Borrower on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect to such policies of
insurance. Borrower will not cancel any of such policies without Banks prior
written consent. Each such insurer shall agree by endorsement upon the policy or
policies of insurance issued by it to Borrower as required above, or by
independent instruments
 9




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##### 



LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
 furnished to Bank, that it will give Bank at least ten (10) days written notice
before any such policy or policies of insurance shall be altered or canceled, and
that no act or default of Borrower, or any other person, shall affect the right of
Bank to recover under such policy or policies of insurance required above or to
pay any premium in whole or in part relating thereto. Bank, without waiving or
releasing any Indebtedness or any Event of Default, may, but shall have no
obligation to do so, obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect to such policies which Bank deems
advisable. All sums so disbursed by Bank, as well as reasonable attorneys fees
incurred by Bank, whether in-house or outside counsel is used, court costs,
expenses and other charges relating thereto, shall constitute Bank Expenses and
are payable on demand.
   a.
    
    Borrower at all times hereafter shall maintain a standard and
modern system of accounting in accordance with GAAP consistently applied with
ledger and account cards and/or computer tapes and computer disks, computer
printouts and computer records pertaining to the Collateral which contain
information as may from time to time be requested by Bank, not modify or change
its method of accounting (except for such modifications or changes made in
accordance with GAAP) or enter into, modify or terminate any agreement presently
existing, or at any time hereafter entered into with any third party accounting
firm and/or service bureau for the preparation and/or storage of Borrowers
accounting records without the written consent of Bank first obtained and
without said accounting firm and/or service bureau agreeing to provide
information regarding the Accounts and Inventory and Borrowers financial
condition to Bank; permit Bank and any of its employees, officers or agents,
upon demand, during Borrowers usual business hours, or the usual business hour
of third persons having control thereof, to have access to and examine all of
Borrowers Books relating to the Collateral, Borrowers Indebtedness to Bank,
Borrowers financial condition and the results of Borrowers operations and in
connection therewith, permit Bank or any of its agents, employees or officers to
copy and make extracts therefrom.b.
    
    Within thirty (30) days after the end of each month (except for
the month of June, for which Borrower shall have forty (40) days), (i) detailed
financial statements (including a balance sheet and a profit and loss statement
and a statement of cash flow), setting forth, on a combined basis for Borrower,
all assets, liabilities and net worth as of the end of such month (and, if
applicable, the comparable preceding month) and any profit and loss for the
relevant month (and, if applicable, the comparable preceding month), prepared by
Borrower and certified by Borrowers chief financial officer and (ii) an
accounts receivable and accounts payable agings report all as certified by
Borrowers chief financial officer.c.
    
    Promptly after the same are available, copies of all proxy
statements, financial statements and reports as Borrower or any subsidiary shall
send to its members or stockholders, and copies of all reports on Forms 10-K,
10-Q, and 8-Q or otherwise filed by Borrower or any subsidiary of Borrower with
the Securities and Exchange Commission or any governmental authority at any time
substituted therefor.d.
    
    Promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of Borrower as Bank may
reasonably request.
    10




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
    provided however
    a.
    
    Borrower has not incurred the Loans with the actual intent to
hinder, delay or defraud either its present or future creditors or any other
entity to which Borrower was, is or will become indebted;b.
    
    Borrower has received fair consideration as defined in Arizona
Revised Statute §44-1003 (any reasonable equivalent value for purposes of §548
of the Federal Bankruptcy Code) in exchange or consideration for incurring such
Loans;c.
    
    Borrower is not insolvent as defined in Arizona Revised Statute
§44-1002 or §101 of the Federal Bankruptcy Code before or after incurring the
Loans or as a result of incurring the Loans;d.
    
    Borrower is not engaged in or about to engage in any business or
transaction for which the property remaining with it or in its hands was, is or
will be unreasonably small capital; ande.
    
    Borrower does not intend to incur or believe that it will incur
debts beyond its ability to pay as they mature or are matured.
 7.
    
    EVENTS OF DEFAULT.
 11




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
  a.
    
    If Borrower fails or neglects to perform, keep or observe any
term, provision, condition, covenant, agreement, warranty or representation
contained in this Agreement and not specified in subsection (c) of this Section
7.1, or any other present or future document, instrument or agreement between
Borrower and Bank, and such default shall continue for a period of thirty (30)
days after Borrowers receipt of written notice from Bank specifying such
default, provided, such default is of the nature that can be cured by
action on the part of Borrower or its constituent members;b.
    
    If any representation, statement, report or certificate made or
delivered by Borrower, or any of its officers, employees or agents to Bank is
not true and correct in any material respect as of the date on which made or
deemed made;c.
    
    If Borrower fails to pay within ten (10) days after the date when
due; or fails to pay when due and payable or declared due and payable, any other
portion of Borrowers Indebtedness, and such default shall continue for a period
of ten (10) days after Borrowers receipt of written notice from Bank specifying
such default;d.
    
    If there is a material impairment of the prospect of repayment of
all or any portion of Borrowers Indebtedness or a material impairment of the
value or priority of Banks security interest in the Collateral;e.
    
    If all or any of Borrowers assets are attached, seized, subject
to a writ or distress warrant, or are levied upon, or come into the possession
of any Judicial Officer or Assignee and the same are not released, discharged or
bonded against within thirty (30) days thereafter;f.
    
    If any Insolvency Proceeding is filed or commenced by or against
Borrower without being dismissed within thirty (30) days thereafter;g.
    
    If any proceeding is filed or commenced by or against Borrower
for its dissolution or liquidation;h.
    
    If Borrower is enjoined, restrained or in any way prevented by
court order from continuing to conduct all or any material part of its business
affairs;i.
    
    If a notice of lien, levy or assessment is filed of record with
respect to any or all of Borrowers assets by the United States Government, or
any department, agency or instrumentality thereof, or by any state, county,
municipal or other government agency, or if any taxes or debts owing at any time
hereafter to any one or more of such entities becomes a lien, whether inchoate
or otherwise, upon any or all of Borrowers assets and the same is not paid on
the payment date thereof and does not otherwise constitute a Permitted Lien;j.
    
    If a judgment or other claim becomes a lien or encumbrance upon
any or all of Borrowers assets and the same is not satisfied, dismissed or
bonded against within thirty (30) days thereafter;k.
    
    If Borrowers records are prepared and kept by an outside
computer service bureau at the time this Agreement is entered into or during the
term of this Agreement such an agreement with an outside service bureau is
entered into, and at any time thereafter, without first obtaining the written
consent of Bank, Borrower terminates, modifies, amends or changes its
contractual relationship with said computer service bureau or said computer
service bureau fails to provide Bank with any requested information or financial
data pertaining to Banks Collateral, Borrowers financial condition or the
results of Borrowers operations;l.
    
    If Borrower permits a default in any material agreement to which
Borrower is a party with third parties so as to result in an acceleration of the
maturity of Borrowers indebtedness to others, whether under any indenture,
agreement or otherwise; orm.
    
    If any material misrepresentation exists now or thereafter in any
warranty or representation made to Bank by any officer or director of Borrower
as of the date made or deemed made, or if any such warranty or representation is
withdrawn by any officer or director.
 12




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
  8.
    
    BANKS RIGHTS AND REMEDIES.
  a.
    
    Declare Borrowers Indebtedness, whether evidenced by this
Agreement, installment notes, demand notes or otherwise, immediately due and
payable to Bank;b.
    
    Cease advancing money or extending credit to or for the benefit
of Borrower under this Agreement, or any other agreement between Borrower and
Bank;c.
    
    Terminate this Agreement as to any future liability or obligation
of Bank, but without affecting Banks rights and security interests in the
Collateral, and the Indebtedness of Borrower to Bank;d.
    
    Without notice to or demand upon Borrower, make such payments and
do such acts as Bank considers necessary or reasonable to protect its security
interest in the Collateral. Borrower agrees to assemble the Collateral if Bank
so requires and to make the Collateral available to Bank as Bank may designate.
Borrower authorizes Bank to enter the premises where the Collateral is located,
take and maintain possession of the Collateral and the premises (at no charge to
Bank), or any part thereof, and to pay, purchase, contest or compromise any
encumbrance, charge or lien which in the opinion of Bank appears to be prior or
superior to its security interest and to pay all expenses incurred in connection
therewith;e.
    
    Without limiting Banks rights under any security interest, Bank
is hereby granted a license or other right to use, without charge, Borrowers
labels, patents, copyrights, rights of use of any name, trade secrets, trade
names, trademarks and advertising matter, or any property or a similar nature as
it pertains to the Collateral, in completing production of, advertising for sale
and selling any Collateral and Borrowers rights under all licenses and all
franchise agreement shall inure to Banks benefit, and Bank shall have the right
and power to enter into sublicense agreements with respect to all such rights
with third parties on terms acceptable to Bank;f.
    
    Ship, reclaim, recover, store, finish, maintain, repair, prepare
for sale, advertise for sales and sell (in the manner provided for herein) the
Inventory;g.
    
    Sell or dispose the Collateral at either a public or private
sale, or both, by way of one or more contracts or transactions, for cash or on
terms, in such manner and at such places (including Borrowers premises) as is
commercially reasonable in the opinion of Bank. It is not necessary that the
Collateral be present at any such sale. At any sale or other disposition of the
Collateral pursuant to this Section, Bank disclaims all warranties which would
otherwise be given under the Uniform Commercial Code, including without
limitation a disclaimer of any warranty relating to title, possession, quiet
enjoyment or the like, and Bank may communicate these disclaimers to a purchaser
at such disposition. This disclaimer of warranties will not render the sale
commercially unreasonable;h.
    
    Bank shall give notice of the disposition of the Collateral as
follows:
   13




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LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
    i.
    
    Borrower shall pay all Bank Expenses incurred in connection with
Banks enforcement and exercise of any of its rights and remedies as herein
provided, whether or not suit is commenced by Bank;j.
    
    Any deficiency which exists after disposition of the Collateral
as provided above will be paid immediately by Borrower. Any excess will be
returned, without interest and subject to the rights of third parties, to
Borrower by Bank, or, in Banks discretion, to any party who Bank believes, in
good faith, is entitled to the excess;k.
    
    Without constituting a retention of Collateral in satisfaction of
an obligation within the meaning of 9620 of the Uniform Commercial Code, apply
any and all amounts maintained by Borrower as deposit accounts (as that term is
defined under 9102 of the Uniform Commercial Code) or other accounts that
Borrower maintains with Bank against the Indebtedness;l.
    
    The proceeds of any sale or other disposition of Collateral
authorized by this Agreement shall be applied by Bank first upon all expenses
authorized by the Uniform Commercial Code and all reasonable attorney fees and
legal expenses incurred by Bank, whether in-house or outside counsel is used,
the balance of the proceeds of the sale or other disposition shall be applied in
the payment of the Indebtedness, first to interest, then to principal, then to
remaining Indebtedness and the surplus, if any, shall be paid over to Borrower
or to such other person(s) as may be entitled to it under applicable law.
Borrower shall remain liable for any deficiency, which it shall pay to Bank
immediately upon demand. Borrower agrees that Bank shall be under no obligation
to accept any noncash proceeds in connection with any sale or disposition of
Collateral unless failure to do so would be commercially unreasonable. If Bank
agrees in its sole discretion to accept noncash proceeds (unless the failure to
do so would be commercially unreasonable), Bank may ascribe any commercially
reasonable value to such proceeds. Without limiting the foregoing, Bank may
apply any discount factor in determining the present value of proceeds to be
received in the future or may elect to apply proceeds to be received in the
future only as and when such proceeds are actually received in cash by Bank; andm.
    
    The following shall be the basis for any finder of facts
determination of the value of any Collateral which is the subject matter of a
disposition giving rise to a calculation of any surplus or deficiency under
Section 9615(f) of the Uniform Commercial Code: (i) The Collateral which is the
subject matter of the disposition shall be valued in an as is condition as of
the date of the disposition, without any assumption or expectation that such
Collateral will be repaired or improved in any manner; (ii) the valuation shall
be based upon an assumption that the transferee of such Collateral desires a
resale of the Collateral for cash promptly (but no later than 30 days) following
the disposition; (iii) all reasonable closing costs customarily borne by the
seller in commercial sales transactions relating to property similar to such
Collateral shall be deducted including, without limitation, brokerage
commissions, tax prorations, attorneys fees, whether in-house or outside
counsel is used, and marketing costs; (iv) the value of the Collateral which is
the subject matter of the disposition shall be further discounted to account for
any estimated holding costs associated with maintaining such Collateral pending
sale (to the extent not accounted for in (iii) above), and other maintenance,
operational and ownership expenses; and (v) any expert opinion testimony given
or considered in connection with a determination of the value of such Collateral
must be given by persons having at least 5 years experience in appraising
property similar to the Collateral and who have conducted and prepared a
complete written appraisal of such Collateral taking into consideration the
factors set forth above. The value of any such Collateral shall be a factor
in determining the amount of proceeds which would have been realized in a
disposition to a transferee other than a secured party, a person related to a
secured party or a secondary obligor under Section 9615(f) of the Uniform
Commercial Code.
  14




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##### 



LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
   9.
    
    TAXES AND EXPENSES REGARDING BORROWERS PROPERTY. If Borrower fails to pay promptly
when due to another person or entity, monies which Borrower is required to pay by reason of
any provision in this Agreement, Bank may, but need not, pay the same and charge Borrowers
loan account therefor, and Borrower shall promptly reimburse Bank. All such sums shall become
additional indebtedness owing to Bank, shall bear interest at the rate hereinabove provided,
and shall be secured by all Collateral. Any payments made by Bank shall not constitute (I) an
agreement by it to make similar payments in the future, or (ii) a waiver by Bank of any
default under this Agreement. Bank need not inquire as to, or contest the validity of, any
such expense, tax, security interest, encumbrance or lien and the receipt of the usual
official notice of the payment thereof shall be conclusive evidence that the same was validly
due and owing. Such payments shall constitute Bank Expenses and additional advances to
Borrower.
 10.
    
    WAIVERS.
       15




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##### 



LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
  11.
    
    ONE CONTINUING LOAN TRANSACTION. All loans and advances heretofore, now or at any
time or times hereafter made by Bank to Borrower under this Agreement or any other agreement
between Bank and Borrower, shall constitute one loan secured by Banks security interests in
the Collateral and by all other security interests, liens, encumbrances heretofore, now or
from time to time hereafter granted by Borrower to Bank.12.
    
    NOTICES. Unless otherwise provided in this Agreement, all notices or demands by
either party on the other relating to this Agreement shall be in writing and sent by regular
United States mail, postage prepaid, properly addressed to Borrower or to Bank at the
addresses stated in this Agreement, or to such other addresses as Borrower or Bank may from
time to time specify to the other in writing. Requests to Borrower by Bank hereunder may be
made orally.13.
    
    AUTHORIZATION TO DISBURSE. Bank is hereby authorized to make loans and advances
hereunder upon telephonic or other instructions received from anyone purporting to be a
manager of Borrower, or at the discretion of Bank if said loans and advances are necessary to
meet any Indebtedness of Borrower to Bank. Bank shall have no duty to make inquiry or verify
the authority of any such party, and Borrower shall hold Bank harmless from any damage, claims
or liability by reason of Banks honor of, or failure to honor, any such instructions.14.
    
    PAYMENTS. Borrower hereby authorizes Bank to deduct the full amount of any interest,
fees, costs, or Bank Expenses due under this Agreement and not paid or collected when due in
accordance with the terms and conditions hereof from any account maintained by Borrower with
Bank. Should there be insufficient funds in any such account to pay all such sums when due,
the full amount of such deficiency shall be immediately due and payable by Borrower;
provided, however, that Bank shall not be obligated to advance funds to cover
any such payment.15.
    
    DESTRUCTION OF BORROWERS DOCUMENTS. Any documents, schedules, invoices or other
papers delivered to Bank, may be destroyed or otherwise disposed of by Bank six (6) months
after they are delivered to or received by Bank, unless Borrower requests, in writing, the
return of the said documents, schedules, invoices or other papers and makes arrangements, at
Borrowers expense, for their return.16.
    
    CHOICE OF LAW. The validity of this Agreement, its construction, interpretation and
enforcement, and the rights of the parties hereunder and concerning the Collateral, shall be
determined according to the laws of the State of Arizona. The parties agree that all actions
or proceedings arising in connection with this Agreement shall be tried and litigated only in
the state and federal courts in the State of Arizona.17.
    
    GENERAL PROVISIONS.
  provided however
    16




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##### 



LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
    18.
    
    SURETYSHIP WAIVERS AND CONSENTS.
     17




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##### 



LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
     18




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##### 



LOAN & SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
  COMERICA BANK
    
    
    
    PROLINK HOLDINGS CORP., a Delaware corporationBy:
    
    /s/ Meredith
Russel
    
    By:
    
    /s/ Barry
SullivanName:
    
    Meredith Russel
    
    
    
    Name: Barry SullivanTitle:
    
    Arizona Regional President
    
    
    
    Title: Chief Financial OfficerPROLINK SOLUTIONS, LLC, a Delaware limited liability companyBy:
    
    /s/ Barry SullivanName:
    
    Barry SullivanTitle:
    
    Chief Financial Officer
 19