Exhibit 10.1.2

CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL


PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE


BEEN SEPARATELY FILED WITH THE COMMISSION



 CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENT

      THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First 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 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 First Amendment, and
  notwithstanding anything in the Financing Agreements to the contrary, Administrative
  Agent and Lenders hereby consent to the acquisition by Parent of (a) substantially
  all of the assets of Abeton, Inc., an Oregon corporation (together with its
  successors and assigns, “Abeton”) and to the acquisition by
  Parent of certain of the assets of Abeton Group, Inc. (together with its successors
  and assigns, “Abeton Parent” and, together with Abeton, the
  “Abeton Group”), as more fully described in that certain Asset
  Purchase Agreement (the “Abeton Group Purchase Agreement”),
  dated as of December 31, 2009, by and among Abeton, Abeton Parent and Parent
  (the “Abeton Group Acquisition”) and (b) substantially all
  of the assets Medical Assurance Specialists, Inc., an Arizona corporation (together
  with its successors and assigns, “MAS”) as








CONFIDENTIAL

 more fully described in that certain Asset Purchase Agreement (the “MAS Purchase Agreement” and, together with the Abeton Group Purchase Agreement, the “Purchase Agreements”), dated as of December 31, 2009, by and among MAS, Abeton Parent and Parent (the “MAS Acquisition” and, together with the Abeton Group Acquisition, the “Abeton Acquisitions”).


   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
    Abeton Acquisitions;

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

             iii.
    the definition of “Acquisition Documents” therein shall include
    the Purchase Agreements 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 Abeton Acquisitions, 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 (x) that certain Collateral Assignment of Acquisition
    Agreements dated as of the First Amendment Effective Date by and among Abeton,
    Abeton Parent, Parent and Administrative Agent and (y) that certain Collateral
    Assignment of Acquisition Agreements dated as of the First Amendment Effective
    Date by and among MAS, Abeton Parent, Parent and Administrative Agent;

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

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

             vii.
    the definition of “Subordinated Debt” therein shall include
    (x) the Indebtedness owing by Parent to each of Jerry R. Becker, Danny L.
    Johnson, Michael E. Goulet and Shana L. Goulet (collectively, the “Former
    Abeton Shareholders”) pursuant to the terms of those certain unsecured
    promissory notes (and related payoff agreements and noncompetition agreements)
    dated as of the First Amendment Effective Date made by Parent to each of the
    Former Abeton Shareholders in the aggregate original principal amount of $4,248,009
    (collectively, the “Former Abeton Shareholders Seller Notes”)
    and



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CONFIDENTIAL


   (y) the Indebtedness owing by Parent to each
    of Richard Perlman and James K. Price (collectively, the “Bridge Lenders”)
    pursuant to the terms of those certain unsecured convertible promissory notes
    dated as of the First Amendment Effective Date made by Parent to each of the
    Bridge Lenders in the aggregate original principal amount of $2,500,000
    (collectively, the “Bridge Notes”); and

             viii.
    the definition of “Subordination Agreement” therein shall
    include (x) that certain subordination agreement dated as of the First Amendment
    Effective Date made in connection with this First Amendment pursuant to which
    the Indebtedness owing by Parent to the Former Abeton Shareholders under and
    pursuant to the Former Abeton Shareholders Seller Notes is subordinated to
    the Liabilities and (y) that certain subordination agreement dated as of the
    First Amendment Effective Date made in connection with this First Amendment
    pursuant to which the Indebtedness owing by Parent to the Bridge Lenders under
    and pursuant to the Bridge Notes is subordinated to the Liabilities.

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

             “First
    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.

        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 First 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.

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CONFIDENTIAL

      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 First 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 First 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 First Amendment and the Loan Agreement constitutes the legal,
  valid and binding obligations of Borrowers (and each of this First 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);

           d.
  Except as set forth on Exhibit 4(a) attached hereto, the execution and
  delivery of this First Amendment and performance by the Ultimate Parent and
  each of Borrowers under this First 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 First 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 Abeton Acquisitions, 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 First Amendment or as provided
  in Section 6 hereof.

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CONFIDENTIAL

      5. Conditions Precedent to Effectiveness of this First Amendment. This First 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 First
  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 First Amendment and the Abeton Acquisitions;

           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 Abeton Acquisitions 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
  Administrative Agent and each Lender, and addressing such matters as the Administrative
  Agent may reasonably request in connection with this First Amendment and the
  Abeton Acquisitions;

           f.
  receipt by Administrative Agent of true, correct and complete duly executed
  copies of the Purchase Agreements and the other material Acquisition Documents
  relating to the Abeton Acquisitions, 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 Abeton Acquisitions on terms
  and conditions set forth in the Purchase Agreements, which shall be in form
  and substance satisfactory to the Administrative Agent;

           h.
  receipt by Administrative Agent of a duly executed, completed and delivered
  subordination agreement (x) by and among Abeton, Abeton Parent, the Former Abeton
  Shareholders, Parent and Administrative Agent and (y) by and among the Bridge
  Lenders, Parent and Administrative Agent, each in form and substance satisfactory
  to Administrative Agent;

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CONFIDENTIAL

           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 Abeton Acquisitions, signed by a Duly Authorized Officer of Parent;

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

           k.
  Administrative Agent shall have received a payoff letter from any secured lender
  to the Abeton Group or MAS and any other lienholder of the Abeton Group or MAS
  (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 Purchase Agreements) 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 (i) a Collateral Assignment of Acquisition
  Agreements from Abeton, Abeton Parent and Parent in favor of Administrative
  Agent and Lenders providing for the collateral assignment of rights and indemnities
  under the Abeton Group Acquisition Documents, (ii) a Collateral Assignment of
  Acquisition Agreements from MAS, Abeton Parent and Parent in favor of Administrative
  Agent and Lenders providing for the collateral assignment of rights and indemnities
  under the MAS Acquisition Documents, and (iii) if required by Parent in connection
  with the Abeton Acquisitions, opinions of counsel for the Abeton Group and MAS,
  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
  First Amendment pursuant to Section 9 hereof and otherwise due and owing
  pursuant to the Loan Agreement;

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CONFIDENTIAL

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

           r.
  receipt by Administrative Agent of a copy of the Fairness Opinion (as defined
  in Section 6.8(c) of the Abeton Group Purchase Agreement; and

           s.
  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 Abeton Acquisitions and maintained at
  or with National Cooperative Bank or any other 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 Abeton Acquisitions, 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 First Amendment.

           b.
  Upon the effectiveness of this First 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 First Amendment.

           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 First 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 First 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 First Amendment or any Event of

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CONFIDENTIAL

 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 First 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 First 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 First 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, 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

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CONFIDENTIAL

 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 First 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 First 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 First 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 First 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 First Amendment and the other agreements, instruments and documents contemplated hereby, including, without limitation, reasonable attorneys' fees and out-of-pocket expenses.

      10. Counterparts. This First 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.

      11. Law of Contract. This First 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 First Amendment shall constitute a Financing Agreement.

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CONFIDENTIAL

      13. Severability; Faxes. Any provision of this First 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 First 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 First 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 First 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 FIRST 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 FIRST 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 FIRST 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 Abeton Acquisitions, Parent is purchasing and assuming certain leases and contracts of the Abeton Group 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 the Abeton Group.