Exhibit 10.1.8 





 SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT

       THIS  SECOND
CONSENT    AGREEMENT    TO    LOAN    AND    SECURITY    AGREEMENT     (this
“Consent”)  dated  as  of  March  15,  2010  is  by  and  among
EXAMWORKS, INC., a Delaware corporation  (“Parent”),  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,   EXAMWORKS
EVALUATIONS  OF NEW YORK,  LLC, a New York  limited  liability  company  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”),  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”), and FIFTH
THIRD BANK, in its individual capacity, and BANK OF AMERICA, N.A. (collectively,
“Lenders”)

 RECITALS:

      WHEREAS, Borrowers, Administrative Agent and Lenders are parties to that certain Loan and Security Agreement dated as of December 18, 2009, as amended pursuant to certain consents and amendments among the parties hereto (as the same may be further amended, supplemented or modified from time to time, collectively with all such consents and amendments, the “Loan Agreement”); all capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Agreement; and

      WHEREAS, Borrower requests Administrative Agent and Lenders to consent to certain matters as provided herein, and Borrower, Administrative Agent and Lenders desire to amend certain provisions of the Loan Agreement, 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 (intending to be legally bound) hereby agree as follows:

      1. Consent. Subject to the terms and conditions set forth in this Consent, 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 Medical Evaluations Incorporated, a Minnesota corporation (together with its successors and assigns, “MEI”), as more fully described in that certain Asset Purchase Agreement (the “MEI Purchase Agreement”), dated as of March 15, 2010, by and among MEI, Michael W. Davis, MD, Thomas Litman, MD and Parent (the “MEI Acquisition”).











      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 MEI Acquisition;

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

        iii. the definition of “Acquisition Documents” therein shall include the MEI 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 MEI Acquisition, in each case as the same may be amended or modified in conformity with Section 9.15 of the Loan Agreement.



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

           “Second Consent Effective Date” means March 15, 2010.

           c. Schedule 4.7 (Borrower Locations) of the Loan Agreement is hereby supplemented by including the additional location identified on Schedule 2(c) attached hereto.

           d. Schedule 7.8 (Other Names) of the Loan Agreement is hereby supplemented by including the additional names identified on Schedule 2(d) attached hereto.

      3. No Other Consents or Amendments. Notwithstanding the consent and amendments set forth in Sections 1 and 2 hereof, Ultimate Parent and Borrowers acknowledge and expressly agree that this Consent 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 in this Consent).

      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

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 date hereof, except to the extent previously fulfilled in accordance with the terms of the Loan Agreement, as amended hereby;

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

           c.  This Consent
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
Consent  and the  Loan  Agreement  constitutes  the  legal,  valid  and  binding
obligations of Borrowers (and each of this Consent 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);

           d. The execution and delivery of this Consent and performance by the Ultimate Parent and each of Borrowers under this Consent, 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 Consent, and no event has occurred that has had or could reasonably be expected to have a Material Adverse Effect;

           f. With respect to the MEI 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 Consent or as provided in Section 6 hereof; and

           g. The “Collateral” (as defined in the Loan Agreement) shall hereafter also include, without limitation, each of the assets purchased by Parent pursuant to the MEI Purchase Agreement, and the Administrative Agent (for the ratable benefit of the Lenders and the Administrative Agent) has a first priority perfected security interest in all such Collateral (subject only to Permitted Liens).

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      5. Conditions Precedent to Effectiveness of this Consent. The consent contained in Section 1 of this Consent 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 Consent 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, and secretary’s certificates, in form and substance reasonably satisfactory to the Administrative Agent, as reasonably required by Administrative Agent;

           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 MEI 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. [Intentionally Omitted];

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

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

           h. receipt by Administrative Agent of a duly completed Compliance Certificate as of the fiscal quarter of Borrower ending December 31, 2009, after giving pro forma effect to all Loans to be made on the date hereof and the consummation of the MEI Acquisition, signed by a Duly Authorized Officer of Parent;

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

           j. If applicable, Administrative Agent shall have received a payoff letter from any secured lender to MEI, 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

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 assets purchased by Parent pursuant to the MEI 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;

           k. 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;

           l. 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;

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

           n. 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 Consent and the transactions and documents contemplated hereby pursuant to Section 9 hereof and otherwise due and owing pursuant to the Loan Agreement;

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

           p. receipt by Administrative Agent of such other assurances, certificates, schedules, exhibits, documents, landlord waivers, insurance certificates, subordination agreements, consents or opinions as Administrative Agent or the Required Lenders reasonably may require in connection with this Consent and the MEI Acquisition.

      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 MEI Acquisition and maintained at or with any applicable financial institutions, 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 MEI 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.

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      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 Consent.

           b. Upon the effectiveness of this Consent, 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 Consent.



         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
Consent 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  Consent  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  Consent 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
Consent,  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 Consent 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 consents or amendments or, if at any time  applicable,
waivers with respect to the Loan  Agreement.  The terms and  provisions  of this
Consent 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 unaltered and in full force and effect and are hereby ratified and confirmed in all respects.

      8. Release.

           a. In consideration of, among other things, the consent 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,

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 shareholders, and trustees (all collectively, with Ultimate Parent, Parent and each other Borrower, the “Releasing Parties”), do hereby unconditionally and forever remise, satisfy, acquit, release and discharge 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 any of the Releasing Parties (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, 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 or 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 Consent, 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, Parent and Ultimate Parent acknowledge 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 Consent.

           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 or Releasing 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 and condition of this Consent (and without which the consent in Section 1 hereof would not have been given by Administrative Agent and Lenders).

      9. Costs, Expenses and Taxes. Without limiting the obligation of Borrowers 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 Consent, each Borrower agrees to pay on demand all costs, fees, disbursements and expenses

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 of Administrative Agent in connection with the preparation, negotiation, revision, execution and delivery of this Consent and the other agreements, instruments and documents contemplated hereby, including, without limitation, reasonable attorneys' fees and out-of-pocket expenses.

      10. Counterparts. This Consent 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.

      11. Law of Contract. This Consent 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 Consent shall constitute a Financing Agreement.

      13. Severability; Faxes. Any provision of this Consent which is prohibited or unenforceable for any reason shall be ineffective solely 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 Consent shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, neither Ultimate Parent, Parent nor any Borrower may assign any of its respective rights or obligations under this Consent without the prior written consent of Administrative Agent.

 [Remainder of page intentionally blank; signature pages follow]

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      IN WITNESS WHEREOF, the parties hereto have executed this Second Consent Agreement to Loan and Security Agreement 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
	 	  
	 	 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
	 	EXAMWORKS EVALUATIONS OF NEW YORK, 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.


SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT










		
	 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.


SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT










			
	     	 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.


SECOND CONSENT AGREEMENT TO LOAN AND SECURITY AGREEMENT







Schedule 2(c)

(Additional Borrower Locations

   as a result of the MEI Acquisition)






	Company Name	Address
	 	 
	
      ExamWorks, Inc.

    	
      5100 Gamble Drive 

        Suite 540 

        St. Louis Park, MN 55416

    














 Schedule 2(d)

 (Additional Borrower Names


as a result of the MEI Acquisition)

 MEI





MEI





Medical Evaluations