AMENDED
      AND RESTATED ASSIGNMENT OF LEASE

     

    The
      Companies and the Lenders have agreed to amend and restate the Original
      Assignment of Lease Agreement dated May 16, 2008 in the form hereof in order
      to
      clarify certain mutually agreed-to terms. This Amended and Restated Assignment
      of Lease (this “Assignment”) is made and entered into effective on September 25,
      2008 (the “Effective Date”), by and between ProLink
      Solutions, LLC, d/b/a ProLink Capital
      (the
“Assignor,” or “ProLink”) and FOC Financial Limited Partnership (the
“Assignee”).

     

    Background

     

    Assignor
      is the lessor under that certain Lease Agreement dated April 3, 2008, by and
      between Assignor and PACAF, a copy of which is attached to this Agreement as
      Exhibit “A” (the “Lease”).

     

    Under
      the
      Terms of the Lease, the Golf Course and Assignor have entered into and Assignor
      has agreed to provide installation, service, support and maintenance of the
      ProLink System during the term of the Lease.

     

    Assignor
      desires to assign the Assignor’s rights under the Lease to Assignee on the terms
      and conditions set forth in this Assignment.

     

    Now,
      therefore, in consideration of the sum of One Million Seven Hundred Sixty One
      Thousand Dollars ($1,761,000) (Purchase Price), and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    Terms

     

    1. Background.
      The
      parties agree and acknowledge that the Background section is true in all
      respects and shall be incorporated into this Agreement by
      reference.

     

    2. Assignment.
      Assignor hereby assigns and transfers to Assignee, Assignor’s rights under the
      Lease, including, but not limited to the following: (i) to receive all of the
      fees and payments due under the Lease and pay for play amount, commencing upon
      the Commencement Date (as defined in the Lease); (ii) to enforce the Lease
      in
      the event that Prolink fails to do so on Assignees behalf; (iii) to bill and
      collect all fees from the Golf Course in the event that Prolink fails to do
      so
      on Assignees behalf. (iv) to receive the proceeds of the insurance required
      under the Lease or otherwise provided to cover loss of the ProLink System which
      is the subject of the Lease and liability thereunder; (v) to consent to any
      assignment by the Golf Course, and to recover any damages for the Golf Course’s
      breach of the Lease in the event that Prolink fails to do so on Assignees
      behalf; (collectively, the “Lease Rights”).

     

    Notwithstanding
      anything herein to the contrary, Assignor and/or ProLink Solutions, hereby
      acknowledge and agree that Assignor and/or ProLink Solutions retains all
      obligations of the manufacturer under the Lease other than those specifically
      assigned to the Assignee and agrees to fulfill said obligations under the Lease,
      including, but not limited to operating, maintaining, repairing and replacing
      the ProLink System, including installation of the System according to the terms
      of the Agreement, defending patent suits against the Golf Course, providing
      software and hardware upgrades to the ProLink System in accordance with the
      Lease, removing the ProLink System if authorized under the Lease and approved
      by
      Assignee. Provided ProLink Solutions is fulfilling its obligations under the
      Lease, a fee of $20.00 per month, per cart, shall be paid to ProLink Solutions
      following receipt of the monthly lease payment by Assignee.

     

    
      
        
        

      

      
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    3. Indemnification.
      Assignor does hereby indemnify and hold Assignee harmless from any liability
      claims relative to the Lease, except those arising out of Assignee’s gross
      negligence or willful misconduct.

     

    Assignor
      does hereby covenant and agree that Assignor shall, upon Assignee’s request,
      enforce the rights of Assignee and/or Assignor under the Lease, defend any
      claims against Assignee or Assignor under the Lease, and defend any patent
      suits
      against the Golf Course, Assignee and/or Assignor, all at Assignor’s sole
      expense; however, Assignor shall consult with Assignee and obtain Assignee’s
      consent, which shall not be unreasonably withheld, prior to finalizing any
      action which may affect Assignee. Assignor does hereby covenant and agree to
      pay
      any expenses incurred by Assignee, including attorneys’ fees, paralegals’ fees,
      legal assistants’ fees and costs, in enforcing the rights of Assignee and/or
      Assignor under the Lease, defending any claims against Assignee or Assignor
      under the Lease, and defending any patent suits against the Golf Course,
      Assignee and/or Assignor.

     

    4. Lease
      Payments.
      The
      parties acknowledge and agree that effective as of the date of this Assignment,
      all future payments due under the Lease shall be payable for the benefit of
      Assignee. On or before the 7th
      day of
      each month, ProLink will (i) provide Assignee a report identifying the number
      of
      rounds played at the Golf Course and the applicable usage fee per round (ii)
      send an invoice to the Golf Course for the fees due for the preceding month
      and
      (iii) upon written request of Assignee cause the future payments due to be
      remitted to an account designated by the Assignee.

     

    5. Payment
      Allocation. The
      parties agree that the fees collected monthly will be allocated as follows:
      (i)
      all fees collected during the twelve month period commencing July1, 2008 through
      June 30, 2009 will be paid first to Assignee up to $499,864 (Priority Annual
      Payment) then second to Prolink for service and maintenance fees in an amount
      equal to $20 per cart per month; any excess will be shared equally between
      Assignor and Assignee.(ii) All fees collected during all subsequent twelve
      month
      period commencing July 1, 2009 will be paid first to Assignee in an amount
      equal
      $499,864 plus any unpaid Priority Annual Payment from any previous twelve month
      period then second to Prolink for any unpaid service and maintenance fees in
      previous twelve month period plus an amount equal to $20 per cart per month
      for
      the current twelve month period; any excess will be shared equally between
      Assignor and Assignee. Prolink will provide the Assignee with a monthly
      statement computing the Assignees Unrecovered Investment. For purposes of this
      Agreement “Unrecovered Investment” will be equal to the Purchase Price less all
      net payments received by the Assignee plus a return equal to 15% PA.


     

    
      
        
        

      

      
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    6. Remarketing. In
      the
      Event that the Lease is cancelled by the Golf Course and any units are returned
      by the Golf Course, Prolink agrees to remarket this equipment to it’s next
      customer purchasing used equipment and to remit the proceeds of the sale to
      the
      Assignee up to the amount of its un recovered investment. Prolink also agrees
      that it will remarket any equipment returned after 28 months following the
      date
      of this Agreement, for an amount equal to or greater than the Assignee’s
      Unrecovered Investment. Upon receipt of its Unrecovered Investment Assignee
      agrees to transfer and assign all of its rights and interest in the Lease to
      Prolink and the Parties agree that any remarketing proceeds or other funds
      received under the terms of the Lease in excess of the Assignee’s Unrecovered
      Investment will be retained by Prolink.

     

    7. Change
      in Control. In
      the
      event there is a Change in Control of Prolink, and upon receipt of a written
      request from Assignee within 90 days of the Change in Control, Assignee will
      have the right to require Prolink to repurchase the its rights title and
      interest in the Lease for an amount equal to the Assignees un recovered
      investment.
      For
      purposes of this Agreement, a "Change in Control" shall mean (i) an acquisition
      of any voting securities of the Company (the "Voting Securities") by any
      "person" (as the term "person" is used for purposes of

    Section
      13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the
      "1934 Act")) immediately after which such person has "beneficial ownership"
      (within the meaning of Rule 13d-3 promulgated under the 1934 Act) ("Beneficial
      Ownership") of 51% or more of the combined voting power of the Company's then
      outstanding Voting Securities or (ii) a merger or consolidation that results
      in
      more than 50% of the combined voting power of the Company's then outstanding
      Voting Securities of the Company or its successor changing ownership (whether
      or
      not approved by the Board); (iii) the sale of all or substantially all of the
      Company's assets; (iv) approval by the shareholders of the Company of a plan
      of
      complete liquidation of the Company; or (v) the individuals constituting the
      Board as of the date of this Agreement (the "Incumbent Board")cease for any
      reason to constitute at least 1/2 of the members of the Board; provided,
      however, that if the election, or nomination for election by the Company's
      stockholders, of any new director was approved by a vote of the Incumbent Board,
      such new director shall be considered a member of the Incumbent Board.
      

     

    8. Authorization.
      The
      execution and the delivery of this Assignment by Assignor has been duly
      authorized by Assignor, which is duly organized and in good standing under
      the
      corporate laws of its jurisdiction, this Assignment has been duly and validly
      executed by Assignor, and no further corporate or other action is necessary
      on
      its part to make this Assignment valid and binding upon Assignor and enforceable
      against Assignor in accordance with the terms hereof, or to carry out the
      transactions contemplated hereby.

     

    9. No
      Violations.
      The
      execution, delivery and performance of this Assignment by Assignor will not
      (i)
      constitute a breach or a violation of any of the organizational documents or
      by-laws of Assignor or of any law, rule or regulation, agreement, indenture,
      deed of trust, mortgage loan, agreement or other instrument to which Assignor
      is
      a party or by which Assignor is bound; (ii) constitute a violation of any order,
      judgment or decree to which Assignor is a party or by which any of the assets
      or
      properties of Assignor are bound or affected; or (iii) result in the creation
      of
      any lien, charge or encumbrance upon any of the assets or properties of
      Assignor.

     

    
      
        
        

      

      
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    10. Consents
      and Approvals.
      No
      consent, approval or authorization is required to be obtained by Assignor in
      connection with the execution or delivery of this Assignment by Assignor or
      the
      consummation by Assignor of the transactions contemplated hereby except as
      has
      been timely obtained prior to the execution of this Agreement.

     

    11. Title
      to Lease.
      Assignor has a valid contractual interest in, the Lease and the Lease Rights,
      subject to no liens, claims, charges, or encumbrances of any kind. In the event
      liens or encumbrances arise, Assignor shall have the opportunity to defend
      the
      same. In addition, Assignor represents and warrants that to the best of its
      knowledge Assignor has paid or will pay all taxes (including state sales and
      property tax) applicable to the Lease that have accrued at any time prior to
      the
      closing on this sale transaction. In the event taxes are due for the period
      of
      time prior to the closing relating to the Lease, such amount shall be the
      responsibility of Assignor.

     

    12. Breach.
      In the
      event of the breach of this Assignment by either party, the other party shall
      have the right to pursue any remedy provided by applicable law, including
      specific performance. Any party failing to comply with the terms of this
      Assignment will pay all expenses, including reasonable attorneys’ fees,
      paralegals’ fees, legal assistants’ fees and costs, including those incurred on
      the appellate level and those incurred in connection with a determination of
      the
      amount of such fees and costs to which the other party is entitled, incurred
      by
      the other party to this agreement as a result of such failure.

     

    At
      any
      time and from time to time, at the request of Assignee, Assignor shall execute
      and deliver to Assignee any new, additional, or confirmatory instrument and
      any
      other document necessary to transfer in Assignee all right, title, and interest
      in and to the Lease or to enable Assignee to realize upon or to otherwise enjoy
      the benefits of the Lease or to carry into effect the intent and purposes of
      this Assignment. Assignor warrants to Assignee that it has good and valid title
      to the Lease, free and clear of any liens and claims of any person and that
      it
      has good right and full, power and authority to sell, assign, and transfer
      the
      Lease to Assignee.

     

    (Signatures
      on Following Page)

    
       

      
        
        

      

      
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    Assignor
      and Assignee have executed this Assignment as of the date and year first above
      written.

     

    
      	 	
              ASSIGNOR:

              


              PROLINK
                SOLUTIONS, LLC,
                a
                Delaware limited

              liability
                company

              


              


              By: /s/
                Lawrence D.
                Bain                                                
                 

              Name: Lawrence
                D. Bain     
                                                      
                      

              As
                its: Chief Executive
                Officer        
                                                

              


              


              ASSIGNEE:

              


              FOC
                Financial Limited Partnership

              


              


              By: /s/
                Steven D.
                Fisher                                                    
                

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      “A”

     

    Lease