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




**THIS
      NOTE IS REGISTERED WITH THE AGENT PURSUANT TO SECTION 24(B) OF THE SECURITY
      AGREEMENT. TRANSFER OF ALL OR ANY PORTION OF THIS NOTE IS PERMITTED SUBJECT
      TO
      THE PROVISIONS SET FORTH IN SUCH SECTION 24(B) WHICH REQUIRE, AMONG OTHER
      THINGS, THAT NO TRANSFER IS EFFECTIVE UNTIL THE TRANSFEREE IS REFLECTED AS
      SUCH
      ON THE REGISTRY MAINTAINED WITH THE AGENT PURSUANT TO SUCH SECTION
      24(B).**




**AMENDED
      AND RESTATED**


**SECURED
      REVOLVING NOTE**




FOR
      VALUE
      RECEIVED, each of PROLINK HOLDINGS CORP., a Delaware corporation (the
“ **Parent** ”),
      and
      the other companies listed on Schedule
      1 attached
      hereto (such other companies together with the Parent, each a “ **Company** ”
and
      collectively, the “ **Companies** ”),
      hereby, jointly and severally, promises to pay to CALLIOPE CAPITAL CORPORATION
      (the “ **Holder** ”)
      or its
      registered assigns or successors in interest, the sum of Six Million Dollars
      ($6,000,000), or, the Holder’s Revolving Commitment Percentage of if different,
      the aggregate principal amount of all Revolving Loans (as defined in the
      Security Agreement referred to below), together with any accrued and unpaid
      interest hereon, on August 31, 2010 (the “ **Maturity
      Date** ”)
      if not
      sooner indefeasibly paid in full.




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




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




**ARTICLE
      I**


**INTEREST
      RATES AND PAYMENTS**




1.1  Interest
      Rate .




(a)  Receivable
      Revolving Loans .
      Subject
      to Sections 2.2 and 3.9, interest payable on the outstanding principal amount
      of
      Receivable Revolving Loans shall accrue at a rate per annum equal to the “prime
      rate” published in The Wall Street Journal from time to time (the “ **Prime
      Rate** ”),
      plus
      two and one-half of one percent (2.5%) (the “ **Receivable
      Loan Contract Rate** ”).
      The
      Receivable Loan Contract Rate shall be increased or decreased as the case may
      be
      for each increase or decrease in the Prime Rate in an amount equal to such
      increase or decrease in the Prime Rate; each change to be effective as of the
      day of the change in the Prime Rate. The Receivable Loan Contract Rate shall
      not
      at any time be less than nine percent (9%) or more than thirteen percent (13%).
      The Receivable Loan Contract Rate shall be calculated on the last business
      day
      of each calendar month hereafter (other than for increases or decreases in
      the
      Prime Rate which shall be calculated and become effective as set forth above)
      until the Maturity Date.









(b)  Purchase
      Order Revolving Loans .
      Subject
      to Sections 2.2 and 3.9, interest payable on the outstanding principal amount
      of
      Purchase Order Revolving Loans shall accrue at the rate of fifteen percent
      (15%)
      per annum (the “ **Purchase
      Order Contract Rate** ”).




1.2  Interest
      Payments .
      Interest in respect of Receivable Revolving Loans and Purchase Order Revolving
      Loans shall be (i)  calculated on the basis of a 360 day year, and
      (ii) payable monthly, in arrears, commencing on September 1, 2007 on the
      first business day of each consecutive calendar month thereafter through and
      including the Maturity Date, and on the Maturity Date, whether by acceleration
      or otherwise.




**ARTICLE
      II**


**EVENTS
      OF DEFAULT AND DEFAULT RELATED PROVISIONS**




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




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




2.3  Default
      Payment .
      Following the occurrence and during the continuance of an Event of Default,
      the
      Agent may demand repayment in full of all obligations and liabilities owing
      by
      the Companies to the Holder under this Note, the Security Agreement and/or
      any
      other Ancillary Agreement and/or may elect, in addition to all rights and
      remedies of the Agent under the Security Agreement and the other Ancillary
      Agreements and all obligations and liabilities of each Company under the
      Security Agreement and the other Ancillary Agreements, to require the Companies,
      jointly and severally, to make a Default Payment (“ **Default
      Payment** ”).
      The
      Default Payment shall be one hundred twenty percent (120%) of the outstanding
      principal amount of this Note, plus accrued but unpaid interest, all other
      fees
      then remaining unpaid, and all other amounts payable hereunder, under the
      Security Agreement or any other Ancillary Agreement. The Default Payment shall
      be due and payable immediately on the date that the Agent has demanded payment
      of the Default Payment pursuant to this Section 2.3. Notwithstanding anything
      to
      the contrary set forth herein, (a) if the Holder waives in writing any
      Event of Default, the Companies shall be relieved of their obligation to make
      the Default Payment with respect to such Event of Default and (b) no
      Default Payment shall be due and payable following the occurrence of an Event
      of
      Default under Section 20(m) of the Security Agreement if such Event of Default
      occurred solely as a result of the commencement of a civil proceeding against
      any Company, any of its Subsidiaries or any executive office of any Company
      or
      any of its Subsidiaries unless a judgment, writ or warrant of attachment or
      similar process shall be entered or filed against such Company, such Subsidiary
      or such officer with respect to such proceeding.









**ARTICLE
      III**


**MISCELLANEOUS**




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




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




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




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




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




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




3.7  Governing
      Law, Jurisdiction and Waiver of Jury Trial .









(a)  THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF
      LAW.




(b)  EACH
      COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE AND/OR FEDERAL COURTS LOCATED
      IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY COMPANY, ON THE ONE
      HAND, AND THE HOLDER AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER HAND,
      PERTAINING TO THIS NOTE, THE SECURITY AGREEMENT OR ANY OF THE OTHER ANCILLARY
      AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE, THE SECURITY
      AGREEMENT OR ANY OF THE OTHER ANCILLARY AGREEMENTS; PROVIDED , THAT ,
      EACH
      COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD
      BY
      A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER  PROVIDED , THAT ,
      NOTHING
      IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER AND/OR ANY OTHER
      CREDITOR PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
      JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY
      OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
      ORDER IN FAVOR OF THE HOLDER AND/OR ANY OTHER CREDITOR PARTY. EACH COMPANY
      EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
      OR
      SUIT COMMENCED IN ANY SUCH COURT, AND EACH COMPANY HEREBY WAIVES ANY OBJECTION
      WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE
      OR FORUM
      NON CONVENIENS .
      EACH OF
      THE COMPANIES AND THE HOLDER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
      COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
      SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED
      OR CERTIFIED MAIL ADDRESSED TO THE PARENT, THE AGENT OR THE HOLDER, AS
      APPLICABLE, AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT AND THAT SERVICE
      SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE PARENT’S, THE AGENT’S
      OR THE HOLDER’S, AS APPLICABLE, ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
      DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.









(c)  EACH
      COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF
      THE JUDICIAL SYSTEM AND/OR OF ARBITRATION, EACH COMPANY HERETO WAIVES ALL RIGHTS
      TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
      DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER
      AND/OR ANY OTHER CREDITOR PARTY, AND/OR ANY COMPANY, ON THE OTHER HAND, ARISING
      OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
      BETWEEN THEM IN CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, ANY OTHER
      ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.




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









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




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




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




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




3.13  Amendment
      and Restatement .
      This
      Note amends and restates in its entirety, and is given in substitution for
      and
      not in satisfaction of, that certain Secured Revolving Note dated as of August
      17, 2007 by the Companies in favor of Calliope Capital Corporation in the
      original principal amount of Five Million Dollars ($5,000,000).




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









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








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




SIGNATURE
        PAGE TO
 AMENDED
        AND RESTATED
 SECURED
        REVOLVING NOTE









**SCHEDULE
      1**




**OTHER
      COMPANIES**




ProLink
      Solutions, LLC, a Delaware limited liability company