FIRST
AMENDMENT TO AMENDED AND RESTATED


LOAN
AND SECURITY AGREEMENT





This First Amendment to Amended and
Restated Loan and Security Agreement (this “First Amendment”),
effective as of April 20, 2008, is entered into by and among AUXILIO, INC., a
Nevada corporation (“Company”), CAMBRIA
INVESTMENT FUND, L.P., a California limited partnership (“CIF” or the “Holder”) and the
other holders listed on the signature page hereto (together, the “Holders”).  Capitalized
terms used in this First Amendment without definitions shall have the meanings
set forth in the Amended and Restated Loan and Security Agreement dated as of
July 1, 2007 (the “Loan Agreement”) by
and among the Company, CIF and the other Holders.





RECITALS





A.           Under
the terms of the Loan Agreement, the Holders loaned the Company the Original
Principal in the amount of $745,000, and such Original Principal has a maturity
date of May 1, 2008; and





B.           The
parties now wish to amend and modify the Loan Agreement to extend the Original
Principal Maturity Date thereunder, as set forth herein.




NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein
contained, the parties hereto do hereby agree as follows:





1.           The
Company and each Holder hereby agree that the definition of “Original Principal
Maturity Date”
set forth in Section 1(a) of the Loan Agreement shall be amended to be July 1,
2008.





2.           The
Company agrees and acknowledges that, subject to the first lien held by Laurus
Master Fund, LTD, all security interests and liens granted to the Holders in the
Loan Agreement are valid, in existence, attached and duly perfected and not
subject to dispute or direct or indirect challenge or attack.





3.           Other
than as amended by this First Amendment, all of the terms and conditions of the
Loan Agreement shall remain in full force and effect and the parties hereby
reaffirm and ratify the Loan Agreement, as amended by this First
Amendment.   All references in the Loan Agreement to “this
Agreement”, “herein”, “hereunder”, “hereby” and words of similar meaning shall
mean the Loan Agreement as amended by this First Amendment.





IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the day and year set forth
above.





COMPANY:





AUXILIO, INC.


a Nevada corporation








By:
________________________________


Name:   Paul
Anthony


Title:  Chief
Financial Officer





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HOLDERS:





CAMBRIA INVESTMENT FUND,
L.P.


a California limited
partnership





By:  CAMBRIA
INVESTMENT ADVISORS,      LLC


a California limited liability
company,


its general partner








By:
_____________________________


Eric W. Richardson


President











__________________________________


Donald
Danks











_________________________________


Robert
Burgess











__________________________________


James
Burgess











___________________________________


Andy
Evans











__________________________________


Zav
Liebling











__________________________________


Jerry
Broadway











_________________________________


Arthur
Kaufman


2








__________________________________


Joseph
Abrakjian











___________________________________


Julius
Frank, as Trustee of the Dr. Julius Frank Trust dated 8/6/2003











__________________________________


Jerome
Pleet, as Trustee of the Jerome Pleet MD and Selma J. Pleet Living Trust UAD
9/7/05














_________________________________


Levent
Guven














__________________________________


S. Bruce
Senor


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