Exhibit 10.1.4

CONFIDENTIAL 


 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL

PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE

BEEN SEPARATELY FILED WITH THE COMMISSION



CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENT

       THIS CONSENT
AND THIRD  AMENDMENT TO LOAN AND  SECURITY  AGREEMENT  (this  “Third
Amendment”)  dated as of December  31, 2009 is by and among  EXAMWORKS,
INC.,  a Delaware  corporation  (“Parent”),  CROSSLAND  MEDICAL
REVIEW SERVICES,  INC., a New York corporation,  SOUTHWEST  MEDICAL  EXAMINATION
SERVICES,   INC.,  a  Texas  corporation,   THE  RICWEL  CORPORATION,   an  Ohio
corporation,  CFO MEDICAL SERVICES, LLC, a New Jersey limited liability company,
DIAGNOSTIC  IMAGING  INSTITUTE,  INC.,  a  Texas  corporation,  RICWEL  OF  WEST
VIRGINIA,  LLC, a West  Virginia  limited  liability  company,  PACIFIC  BILLING
SERVICES,  INC.,  a Texas  corporation,  SET-ASIDE  SOLUTIONS,  LLC,  a Delaware
limited  liability  company,  MARQUIS MEDICAL  ADMINISTRATORS,  INC., a New York
corporation,  IME SOFTWARE SOLUTIONS, LLC, a Michigan limited liability company,
FLORIDA  MEDICAL   SPECIALISTS,   INC.,  a  New  Jersey  corporation,   and  the
subsidiaries  of Parent  that may from  time to time  hereafter  become  parties
hereto  and  the  Loan   Agreement   (the   foregoing,   together  with  Parent,
individually,        “Borrower”        and        collectively,
“Borrowers”),  in favor of FIFTH  THIRD BANK,  an Ohio  banking
corporation in its capacity as administrative agent for Lenders identified below
(together   with   its    successors   and   assigns,    “Administrative
Agent”).

 RECITALS:

      WHEREAS, Borrowers, Administrative Agent and the financial institutions parties thereto (collectively, “Lenders”) are parties to that certain Loan and Security Agreement dated as of December 18, 2009, as amended by that certain Consent and First Amendment to Loan and Security Agreement dated as of December 31, 2009 and that certain Consent and Second Amendment to Loan and Security Agreement (as the same may be further amended, supplemented or modified from time to time, the “Loan Agreement”); and

      WHEREAS, Borrower, Administrative Agent and Lenders desire to amend certain provisions of the Loan Agreement and consent to certain transactions as provided herein, in each case in accordance with, and subject to, the terms and conditions set forth herein.

      NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that all capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement, and further agree as follows:

      1. Consent. Subject to the terms and conditions set forth in this Third Amendment, and notwithstanding anything in the Financing Agreements to the contrary, Administrative Agent and Lenders hereby consent to the acquisition by Parent of substantially all of the assets of MedNet I.M.S., Inc., a Georgia corporation (together with its successors and assigns, “MedNet”), as more fully described in that certain Asset Purchase Agreement (the “MedNet Purchase Agreement”), dated as of December 31, 2009, by and among MedNet, Brian M. McCoy and Robert Collins (collectively, the “Shareholders”) and Parent (the “MedNet Acquisition”).









CONFIDENTIAL


      2. Amendments to Loan Agreement. Subject to the terms and conditions contained herein, the parties hereto hereby amend the Loan Agreement as follows:

           a. Section 1.1 of the Loan Agreement is hereby amended as follows:


        i. the definition of “Acquisitions” therein shall include the MedNet Acquisition;

        ii. the definition of “Acquisition Agreement” therein shall include the MedNet Purchase Agreement;

        iii. the definition of “Acquisition Documents” therein shall include the MedNet Purchase Agreement and any applicable bill of sale, assignment and assumption agreement, escrow agreement, real estate contract, special warranty deed, assignment of intellectual property, consulting agreement, management agreement, employment agreement, noncompete agreement, and any and all of the other documents, instruments and agreements executed or delivered in connection therewith or otherwise in connection with the MedNet Acquisition, in each case as the same may be amended or modified in conformity with Section 9.15 of the Loan Agreement;

        iv. the definition of “Collateral Assignment of Acquisition Agreements” therein shall include that certain Collateral Assignment of Acquisition Agreements dated as of the Third Amendment Effective Date by and among MedNet, the Shareholders, Parent and Administrative Agent;

        v. the definition of “Intellectual Property Security Agreement” therein shall include any amendment or modification thereof dated as of the Third Amendment Effective Date made in connection with this Third Amendment;

        vi. the definition of “Landlord Waiver” therein shall include the Landlord Waivers dated as of the Third Amendment Effective Date, if any, made in connection with this Third Amendment;

        vii. [Intentionally Omitted]; and

        viii. [Intentionally Omitted].



           b. Section 1.1 of the Loan Agreement is hereby further amended by adding the following new defined term in alphabetical order:

           “Third Amendment Effective Date” means December 31, 2009.

           c. Schedule 4.7 (Borrower Locations) of the Loan Agreement is hereby amended and restated with Schedule 4.7 attached hereto.

           d. Schedule 7.8 (Other Names) of the Loan Agreement is hereby amended and restated with Schedule 7.8 attached hereto.

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CONFIDENTIAL


           e. Schedule 7.16 (Intellectual Property) of the Loan Agreement is hereby amended and restated with Schedule 7.16 attached hereto.

           f. Schedule 9.2 (Certain Indebtedness) of the Loan Agreement is hereby amended and restated with Schedule 9.2 attached hereto.

      3. No Other
Consents  or   Amendments.   Notwithstanding   the  consents  and
amendments set forth in Sections 1 and 2 hereof,  Ultimate Parent
and  Borrowers  acknowledge  and  expressly  agree that this Third  Amendment is
limited to the extent  expressly  set forth  herein and shall not  constitute  a
modification  or further  amendment of the Loan Agreement or any other Financing
Agreements  or a course  of  dealing  at  variance  with  the  terms of the Loan
Agreement or any other Financing  Agreements  (other than as expressly set forth
above) so as to require further notice by the  Administrative  Agent or Lenders,
of any of its or their  intent to require  strict  adherence to the terms of the
Loan  Agreement and the other  Financing  Agreements  in the future.  All of the
terms, conditions,  provisions and covenants of the Loan Agreement and the other
Financing Agreements shall remain unaltered and in full force and effect.

      4. Representations and Warranties. Ultimate Parent and each of Borrowers hereby represent and warrant to and in favor of the Administrative Agent and Lenders, which representations and warranties shall survive the execution and delivery hereof, as follows:

           a. Each representation and warranty set forth in Section 7 of the Loan Agreement is hereby restated and affirmed as true and correct in all material respects as of the date hereof, except to the extent previously fulfilled in accordance with the terms of the Loan Agreement, as amended hereby, and except as set forth on Exhibit 4(a) attached hereto;

           b. Ultimate Parent and each of Borrowers has the company power and authority (i) to enter into this Third Amendment and (ii) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it;

            c.  This Third
Amendment  has been duly  authorized,  validly  executed and delivered by one or
more Duly Authorized Officers of Ultimate Parent and each of Borrowers, and each
of this Third Amendment and the Loan Agreement  constitutes the legal, valid and
binding  obligations  of  Borrowers  (and each of this Third  Amendment  and the
Financing  Agreements to which Ultimate Parent is a party constitutes the legal,
valid and binding obligations of Ultimate Parent), enforceable against Borrowers
and Ultimate Parent,  respectively,  in accordance with their respective  terms,
subject, as to enforcement of remedies, to the following qualifications:  (i) an
order of specific performance and an injunction are discretionary  remedies and,
in  particular,  may not be available  where damages are  considered an adequate
remedy at law and (ii)  enforcement  may be limited by  bankruptcy,  insolvency,
liquidation,  reorganization,  reconstruction  and other similar laws  affecting
enforcement of creditors’ rights generally (insofar as any such law relates
to the  bankruptcy,  insolvency  or  similar  event of  Ultimate  Parent or such
Borrower);

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CONFIDENTIAL


           d. Except as set forth on Exhibit 4(a) attached hereto, the execution and delivery of this Third Amendment and performance by the Ultimate Parent and each of Borrowers under this Third Amendment, the Loan Agreement and each of the other Financing Agreements to which each is a party do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over Ultimate Parent or any Borrower which has not already been obtained, nor be in contravention of or in conflict with the organizational documents of Ultimate Parent and each of Borrowers, or any provision of any statute, judgment, order, indenture, instrument, agreement, or undertaking, to which Ultimate Parent or any Borrower is party or by which Ultimate Parent’s or any Borrower’s assets or properties are bound;

           e. No Default or Event of Default exists both before and after giving effect to this Third Amendment, and no event has occurred that has had or could reasonably be expected to have a Material Adverse Effect; and

           f. With respect to the MedNet Acquisition, each of the conditions precedent identified on Exhibit C attached to the Loan Agreement have previously been satisfied or waived by the Administrative Agent and Required Lenders or will be satisfied concurrently with the execution and delivery of this Third Amendment or as provided in Section 6 hereof.

      5. Conditions Precedent to Effectiveness of this Third Amendment. This Third Amendment shall become effective on the date hereof subject to:

           a. all of the representations and warranties of the Ultimate Parent and Borrowers under Section 4 hereof, which are made as of the date hereof, being true and correct in all material respects;

           b. receipt by Administrative Agent of duly executed signature pages to this Third Amendment from the Ultimate Parent, each of Borrowers and Lenders;

           c. receipt by Administrative Agent of such duly executed and delivered resolutions, certified Organization Documents, good standing certificates, secretary’s certificates, Landlord Waivers, insurance certificates (each designating Administrative Agent as “lender’s loss payee” and additional insured thereunder) and other related certificates and documents, reasonably required by Administrative Agent in connection with this Third Amendment and the MedNet Acquisition;

           d. receipt by Administrative Agent of satisfactory evidence that any necessary authorizations, including all necessary consents and regulatory approvals necessary, or in the reasonable discretion of, the Administrative Agent, advisable for the closing of the MedNet Acquisition have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of any of Borrowers, threatened reversal or cancellation, and Administrative Agent shall have received a certificate of a Duly Authorized Officer so stating;

           e. receipt by Administrative Agent of a duly executed favorable opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to Borrowers, addressed to the

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CONFIDENTIAL

 Administrative Agent and each Lender, and addressing such matters as the Administrative Agent may reasonably request in connection with this Third Amendment and the MedNet Acquisition;

           f. receipt by Administrative Agent of true, correct and complete duly executed copies of the MedNet Purchase Agreement and the other material Acquisition Documents relating to the MedNet Acquisition, including without limitation any escrow agreements;

           g. receipt by Administrative Agent of evidence, in form and substance satisfactory to it, of the simultaneous consummation of the MedNet Acquisition on terms and conditions set forth in the MedNet Purchase Agreement, which shall be in form and substance satisfactory to the Administrative Agent;

           h. [Intentionally Omitted];

           i. receipt by Administrative Agent of a duly completed Compliance Certificate as of the fiscal quarter of Borrower ending September 30, 2009, after giving pro forma effect to all Loans to be made on the date hereof and the consummation of the MedNet Acquisition, signed by a Duly Authorized Officer of Parent;

           j. Administrative Agent’s completion of due diligence relating to the MedNet Acquisition, the results of which shall be satisfactory to Administrative Agent;

           k. Administrative
Agent shall have received a payoff letter from any secured  lender to MedNet and
any other  lienholder of MedNet (except only for Permitted  Liens, if any), each
in form and substance reasonably  satisfactory to Administrative Agent (together
with applicable UCC  termination  statements,  trademark  releases and copyright
releases  necessary to release all Liens (other than Permitted  Liens) and other
rights in favor of any Person,  if any, in any of the  Collateral  (which  shall
include  the  assets  purchased  by  Parent  pursuant  to  the  MedNet  Purchase
Agreement) except  Administrative  Agent (for the ratable benefit of Lenders and
Administrative  Agent),  and  other  documents  as  Administrative  Agent  deems
necessary or appropriate,  which shall have been filed in all jurisdictions that
Administrative Agent deems necessary or advisable;

           l. receipt by Administrative Agent of evidence that the Liens in favor of Administrative Agent are valid, enforceable, properly perfected in a manner acceptable to Administrative Agent;

           m. receipt by Administrative Agent of all financial information, studies, materials, due diligence results, management reports and related documentation as required pursuant to Exhibit C to the Loan Agreement;

           n. receipt by Administrative Agent of a Collateral Assignment of Acquisition Agreements from MedNet, the Shareholders and Parent in favor of Administrative Agent and Lenders providing for the collateral assignment of rights and indemnities under the MedNet

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CONFIDENTIAL

 Acquisition Documents and (ii) if required by Parent in connection with the MedNet Acquisition, opinions of counsel for QualMed, if any, in favor of Administrative Agent and Lenders (with customary lender reliance provisions);

           o. receipt by Administrative Agent from Borrowers of payment of the Term Draw Fee;

           p. receipt by Administrative Agent of the amount of the reasonable fees and out-of-pocket costs and expenses of counsel to Administrative Agent in connection with this Third Amendment pursuant to Section 9 hereof and otherwise due and owing pursuant to the Loan Agreement;

           q. receipt by Administrative Agent of a fully-completed and duly executed Notice of Borrowing with respect to the MedNet Acquisition; and

           r. receipt by Administrative Agent of such other assurances, certificates, schedules, exhibits, documents, consents or opinions as Administrative Agent or the Required Lenders reasonably may require.

      6. Additional Covenants.

           a. On or before ninety (90) days after the date hereof and at all times thereafter, Parent shall have closed all of the operating, deposit, investment and other bank accounts acquired pursuant to the MedNet Acquisition and maintained at or with all applicable financial institution, and shall open and maintain all of their operating, deposit, investment and other bank accounts with Administrative Agent in accordance with the Loan Agreement. In the event that any of the terms of this Section 6(a) are not satisfied to the reasonable satisfaction of Administrative Agent within the time period specified, Administrative Agent or the Required Lenders shall have the right to immediately declare an Event of Default under the Loan Agreement.

           b. On or before thirty (30) days after the date hereof, Parent shall have qualified to do business in each state in which, due to the MedNet Acquisition, it is now required to so qualify, and shall provide evidence thereof to the Administrative Agent in the form of certificates of good standing or equivalent certificates.

      7. Reaffirmation; References to Loan Agreement.

           a. Each Borrower and Ultimate Parent acknowledges and agrees that all of their respective obligations and Liabilities under the Loan Agreement, as amended hereby, shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Third Amendment.

           b. Upon the effectiveness of this Third Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement, as amended by this Third Amendment.

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CONFIDENTIAL


           c. The failure by
Administrative  Agent,  at any  time  or  times  hereafter,  to  require  strict
performance by any Borrower of any provision or term of the Loan Agreement, this
Third Amendment or any of the Financing  Agreements  shall not waive,  affect or
diminish any right of Administrative Agent hereafter to demand strict compliance
and   performance   herewith  or   therewith.   Any   suspension  or  waiver  by
Administrative Agent of a breach of this Third Amendment or any Event of Default
under the Loan Agreement  shall not,  except as expressly set forth in a writing
signed by Administrative Agent (and, if applicable,  Required Lenders), suspend,
waive or affect any other breach of this Third Amendment or any Event of Default
under the Loan  Agreement,  whether the same is prior or subsequent  thereto and
whether  of  the  same  or  of a  different  kind  or  character.  None  of  the
undertakings,  agreements,  warranties,  covenants  and  representations  of any
Borrower  contained  in this  Third  Amendment,  shall be  deemed  to have  been
suspended or waived by Administrative  Agent unless such suspension or waiver is
(i) in writing and signed by Administrative  Agent and (ii) delivered to Parent.
In no event shall  Administrative  Agent's  execution and delivery of this Third
Amendment  establish a course of dealing among  Administrative  Agent,  Ultimate
Parent,  Parent or any other Borrower or any other obligor,  or in any other way
obligate  Administrative Agent to hereafter provide any amendments or, if at any
time  applicable,  waivers  with  respect to the Loan  Agreement.  The terms and
provisions  of this Third  Amendment  shall be limited  precisely as written and
shall not be deemed (x) to be a consent to any amendment or  modification of any
other  term  or  condition  of the  Loan  Agreement  or of any of the  Financing
Agreements (except as expressly provided herein);  or (y) to prejudice any right
or remedy which  Administrative  Agent may now have under or in connection  with
the Loan Agreement or any of the Financing Agreements.

           d. Except as expressly provided herein, the Loan Agreement and all Financing Agreements shall remain in full force and effect and are hereby ratified and confirmed in all respects.

      8. Release.

              a.    In
consideration of, among other things,  the consents and amendments  provided for
herein,  and for other good and valuable  consideration,  as of the date hereof,
the Ultimate Parent, Parent and each other Borrower (on behalf of themselves and
their respective Subsidiaries and Affiliates), their successors-in-title,  legal
representatives  and  assignees  and, to the extent the same is claimed by right
of, through or under the above,  for their past,  present and future  employees,
members,  managers,  partners,  agents,  representatives,  officers,  directors,
shareholders,   and   trustees,   do   hereby   and  shall  be  deemed  to  have
unconditionally and forever remised, satisfies, acquits, released and discharged
the   Administrative   Agent   and   Lenders   and  any  of   their   respective
successors-in-title,  legal  representatives  and assignees,  past,  present and
future  officers,   directors,   shareholders,   trustees,   agents,  employees,
consultants,  experts, advisors, attorneys and other professionals and all other
persons and entities to whom any of the  Administrative  Agent and Lenders would
be liable if such  persons  or  entities  were  found in any way to be liable to
Ultimate  Parent,  Parent or any other  Borrower,  or any of them  (collectively
hereinafter the “Lender  Parties”),  from any and all manner of
action and actions, cause and causes of action, claims,  cross-claims,  charges,
demands, counterclaims, suits, debts,

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CONFIDENTIAL

  dues, sums of money,  accounts,  reckonings,
bonds,  bills,  specialties,  covenants,  contracts,   controversies,   damages,
judgments,  liabilities,  damages, expenses, executions, liens, claims of liens,
claims of costs, penalties, attorneys' fees, or any other compensation, recovery
or relief on account of any liability,  obligation, demand or cause of action of
whatever  nature,  whether  in law,  equity  or  otherwise  (including,  without
limitation,  those arising under 11 U.S.C. §§  541-550 and interest or
other carrying costs,  penalties,  legal, accounting and other professional fees
and expenses,  and  incidental,  consequential  and punitive  damages payable to
third  parties),  whether known or unknown,  fixed or  contingent,  joint and/or
several, secured or unsecured, due or not due, primary or secondary,  liquidated
or  unliquidated,  contractual  or tortious,  direct,  indirect,  or derivative,
asserted or unasserted,  foreseen or unforeseen,  suspected or unsuspected,  now
existing, heretofore existing or which may have heretofore accrued against any o
all  of the  Lender  Parties,  whether  held  in a  personal  or  representative
capacity,  and which  are based on any act,  fact,  event or  omission  or other
matter,  cause or thing occurring at or from any time prior to and including the
date hereof in any way, directly or indirectly arising out of, connected with or
relating to this Third  Amendment,  the Loan  Agreement  or any other  Financing
Agreement and the transactions  contemplated  hereby and thereby,  and all other
agreements,  certificates,   instruments  and  other  documents  and  statements
(whether written or oral) related to any of the foregoing. Borrower and Ultimate
Parent acknowledges that Administrative  Agent is specifically  relying upon the
representations,  warranties  and  agreements  contained  herein  and that  such
representations,  warranties and agreements  constitute a material inducement to
Administrative Agent in entering into this Third Amendment.

           b. Each of the Ultimate Parent, Parent and each other Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it may have as against the Lender Parties under any law, rule or regulation of any jurisdiction that would have the effect of limiting the extent to which a general release extends to claims which a Lender Party does not know or suspect to exist as of the date hereof. Each of the Ultimate Parent, Parent and each other Borrower hereby acknowledges that the waiver set forth in the prior sentence was separately bargained for and that such waiver is an essential term of this Third Amendment, without which the consideration would not have been given by Administrative Agent and Lenders to Ultimate Parent, Parent and each other Borrower.

      9. Costs, Expenses and Taxes. Without limiting the obligation of Borrower to reimburse Administrative Agent for all costs, fees, disbursements and expenses incurred by Administrative Agent as specified in the Loan Agreement, as amended by this Third Amendment, Borrower agrees to pay on demand all costs, fees, disbursements and expenses of Administrative Agent in connection with the preparation, negotiation, revision, execution and delivery of this Third Amendment and the other agreements, instruments and documents contemplated hereby, including, without limitation, reasonable attorneys' fees and out-of-pocket expenses.

      10. Counterparts. This Third Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

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CONFIDENTIAL

      11. Law of Contract. This Third Amendment shall be deemed to be made pursuant to the laws of the State of Illinois and shall be construed, interpreted, governed performed and enforced in accordance therewith, without regard to conflict of law principles.

      12. Financing Agreement. This Third Amendment shall constitute a Financing Agreement.

      13. Severability; Faxes. Any provision of this Third Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. A signature hereto sent or delivered by facsimile or other electronic transmission shall be as legally binding and enforceable as a signed original for all purposes.

      14. Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, neither Ultimate Parent nor any Borrower may assign any of its respective rights or obligations under this Third Amendment without the prior written consent of Administrative Agent.

 [Remainder of page intentionally blank; signature pages follow]

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CONFIDENTIAL

      IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the day and year first above written.

			
	      	 EXAMWORKS, INC.
	  
	 	 By:	       /s/ J. Miguel Fernandez
      de Castro
      

    
	 	 Name: J. Miguel Fernandez de Castro
	 	 Its: Senior Vice President and Chief Financial
	 	 Officer
	 	  
	 	 CROSSLAND MEDICAL REVIEW
	 	    SERVICES,
      INC.
	 	 SOUTHWEST MEDICAL EXAMINATION
	 	    SERVICES,
      INC.
	 	 THE RICWEL CORPORATION
	 	 DIAGNOSTIC IMAGING INSTITUTE, INC.
	 	 PACIFIC BILLING SERVICES, INC.
	 	 MARQUIS MEDICAL ADMINISTRATORS, INC.
	 	 FLORIDA MEDICAL SPECIALISTS, INC.
	 	  
	 	 By:	       /s/ J. Miguel Fernandez
      de Castro
      

    
	 	 Name: J. Miguel Fernandez de Castro
	 	 Its: Senior Vice President and Chief Financial
	 	 Officer
	 	  
	 	 CFO MEDICAL SERVICES, LLC
	 	 RICWEL OF WEST VIRGINIA, LLC
	 	  
	 	 By: ExamWorks, Inc., its sole member and manager
	 	  
	 	 By:	       /s/ J. Miguel Fernandez
      de Castro
      

    
	 	 Name: J. Miguel Fernandez de Castro
	 	 Its: Senior Vice President and Chief Financial
	 	 Officer
	 	  
	 	 SET-ASIDE SOLUTIONS, LLC
	 	 IME SOFTWARE SOLUTIONS, LLC
	 	  
	 	 By: ExamWorks, Inc., its sole member
	 	  
	 	 By:	       /s/ J. Miguel Fernandez
      de Castro
      

    
	 	 Name: J. Miguel Fernandez de Castro
	 	 Its: Senior Vice President and Chief Financial
	 	 Officer



 EXAMWORKS, INC.


CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENT








CONFIDENTIAL


		
	 Acknowledged and Agreed:
	  
	 EXAMWORKS HOLDINGS, LLLP
	 By: Compass Partners, L.L.C., its General Partner
	  
	 By:     	       /s/ Richard E. Perlman
      

    
	 Name: Richard E. Perlman
	 Its: President



 EXAMWORKS, INC.


CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENT








CONFIDENTIAL


			
	     	 FIFTH THIRD BANK,
	 	 as Administrative Agent and a Lender
	 	  	 
	 	 By:	       /s/
      Philip Renwick
      

    
	 	  	 Philip Renwick
	 	  	 Vice President
	 	  	 
	 	  	 
	 	 BANK OF AMERICA, N.A.,
	 	 as a Lender
	 	  	 
	 	 By:	       /s/
      Shawn Janko
      

    
	 	  	 Shawn Janko
	 	  	 Senior Vice President



 EXAMWORKS, INC.

CONSENT AND THIRD AMENDMENT TO LOAN AGREEMENT






 

 CONFIDENTIAL

 Schedule 4.7

 Borrower Locations

	 Company Name	 Address
	 ExamWorks Holdings, LLLP 	 3280 Peachtree Road 

      Suite 2625 

      Atlanta, GA 30305
	 ExamWorks, Inc. 	 3280 Peachtree Road 

      Suite 2625 

      Atlanta, GA 30305
	 Crossland Medical Review Services,
      Inc. 	 6901 Jericho Turnpike 

      Syosset, NY 11791
	 CFO Medical Services, LLC 	 4 Becker Farm Road 

      1st Floor 

      Roseland, NJ 07068
	 Pacific Billing Services, Inc. 	 12001 N. Central Expressway 

      Dallas, TX 75243
	 IME Software Solutions, LLC 	 3280 Peachtree Road 

      Suite 2625 

      Atlanta, GA 30305
	 Southwest Medical Examination Services,
      Inc. 	 12001 North Central Expressway 

      Suite 800 

      Dallas, Texas 75243
	 Diagnostic Imaging Institute, Inc.
    	 4141 SW Freeway 

      Suite 500 

      Houston, TX 77027
	 Set-Aside Solutions, LLC 	 3280 Peachtree Road 

      Suite 2625 

      Atlanta, GA 30305
	 The Ricwel Corporation 	 525 Metro Place North 

      Suite 450 

      Dublin, OH 43017
	 Ricwel of West Virginia, LLC 	 803 Quarrier Street 

      Suite 220 

      Charleston, WV 25301
	 Marquis Medical Administrators, Inc.
    	 4 Becker Farm Road 

      1st Floor 

      Roseland, NJ 07068









 

 CONFIDENTIAL

	 Florida Medical Specialists, Inc.
    	 200 E. Las Olas Blvd 

      Suite 1660 

      Fort Lauderdale, FL 33301
	 Benchmark Medical Consultants (a division
      of ExamWorks, Inc.) 	 10423 Old Placeville Road 

      Suite 100 

      Sacramento, CA 95827
	 The Evaluation Group (a division of
      ExamWorks, Inc.) 	 20300 West 12 Mile Road 

      Suite 103 

      Southfield, MI 48076




 Abeton/MAS

	
      Company Name

    	
      Address

    
	
      Arizona

    
	
      Exam Works, Inc. 

    	 2400
      West Dunlap Avenue 

      Phoenix, AZ 85021
	
      Oregon

    
	
      Exam Works, Inc.

    	 2501
      SW First Avenue 

      Suite 400 

      Portland, OR 97201
	
      Exam Works, Inc.

    	 1395
      Liberty Street SE 

      Salem, OR 97302
	
      Exam Works, Inc.

    	 975
      Colorado Avenue 

      Suite 110 

      Bend, OR 97702
	
      Exam Works, Inc.

      

      

    	 2350
      Oakmont Way 

      Suite 103 

      Eugene, OR 97401
	
      Exam Works, Inc.

      

    	 255
      Stewart Avenue 

      Medford, OR 97501
	
      Exam Works, Inc.

      

      

    	 1100
      Southgate 

      Suite 10 

      Pendleton, OR 97801
	
      

      Utah

    
	
      Exam Works, Inc.

      

      

      

    	 South
      Temple Medical Plaza 

      508 E South Temple, 

      Suite 102 

      Salt Lake City, UT 84012
	
      

      Washington

    
	
      Exam Works, Inc.

    	 909 SE Everett
      Mall Way 

      Everett, WA 98208 









 

 CONFIDENTIAL

	 Exam Works, Inc. 	 200 North Mullan Road 

      Suite 203 

      Spokane Valley, WA 99206
	 Exam Works, Inc. 	 2420 South Union 

      Suite 240 

      Tacoma, WA 98405




 QualMed

	
      Company Name

    	
      Address

    
	
      Exam Works, Inc.

    	
      Gateway Park, LLC

      523 Fellowship Road

      Suite 275

      Mount Laurel, NJ 08054

    




 MedNet

	
      Company Name

    	
      Address

    
	
      Exam Works, Inc.

    	
      11465 Johns Creek Parkway

      Suite 140

      Duluth, GA 30097

    




 Chalal/Zeide

	
      Company Name

    	
      Address

    
	
      Exam Works, Inc.

    	
      7593 Boynton Beach Boulevard

      Boynton Beach, FL 33437

    









 

 CONFIDENTIAL

 Schedule 7.8

 Other Names

	 CMRS
	 CFO
	 TEG
	 DII
	 SWME
	 IME Centric
	 FMS
	 Ricwel of OH
	 Ricwel of WV
	 PBS


 Abeton/MAS

	 MAG
	 Medical Assurance Group


 QualMed

	
QualMed




 MedNet

	
MedNet




 Chalal/Zeide

 [TBD]






 

 CONFIDENTIAL

 Schedule 7.16

 Intellectual Property

 CFO Medical Services, LLC

 Registered mark no. 2,770,800 for CFO Medical Services

 Crossland Medical Review Services, Inc.

 Registered service mark no. S19097 for Crossland Medical Review Services: Our Service Is Your Solution!

 ExamWorks, Inc.

 Registered mark no. 2,917,614 for Benchmark Medical Consultants (words only)

 IME Software Solutions, LLC

 Registered copyright no. TXu001043714 for IME*Centric 

The Ricwel Corporation 

Registered mark no. 2,545,331 for EFILE

 Registered mark no. 2,316,927 for Vidmed Resolutions

 Southwest Medical Examination Services, Inc.

 Registered service mark no. 3,041,490 for Southwest Medical Examination Services

 Abeton/MAS

 Abeton, Inc.

 Registered service mark no. 3,509,987 for Abeton

 QualMed

 Registered mark no. 3577691 for QualMed Evaluations

 MedNet

 None.

 Chalal/Zeide

 None.






 

 CONFIDENTIAL

 Schedule 9.2

 Certain Unsecured Indebtedness

 1. [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]






 

 CONFIDENTIAL

 Exhibit 4(a)

      In connection with the MedNet Acquisition, Parent is purchasing and assuming certain leases and contracts of MedNet with various third parties, without express written consent or novation of such lease or contract. Some of these leases and contracts may contain provisions prohibiting such transfer or assignment. However, notices of the assignment have been sent to all such third parties and it is expected that, in the ordinary course of business, such lease and contract assignments will be consented to by such third parties, or a novation replacing such contract will be entered into. Parent has had direct discussions with the major customers of MedNet.