Exhibit 10.1.3

CONFIDENTIAL 



 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL

PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE

BEEN SEPARATELY FILED WITH THE COMMISSION



CONSENT AND SECOND AMENDMENT TO LOAN AGREEMENT

       THIS CONSENT
AND SECOND AMENDMENT TO LOAN AND SECURITY  AGREEMENT  (this  “Second
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 (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 Second 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 QualMed Evaluations, LLC, a New Jersey limited liability company (together with its successors and assigns, “QualMed”), as more fully described in that certain Asset Purchase Agreement (the “QualMed Purchase Agreement”), dated as of December 31, 2009, by and among QualMed, Kenneth C. Peacock, MD (“Peacock”) and Parent (the “QualMed 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 QualMed Acquisition;

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

        iii. the definition of “Acquisition Documents” therein shall include the QualMed 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 QualMed 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 Second Amendment Effective Date by and among QualMed, Peacock, Parent and Administrative Agent;

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

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


“Second 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 Second  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;

           b. Ultimate Parent and each of Borrowers has the company power and authority (i) to enter into this Second 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 Second
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 Second Amendment and the Loan Agreement constitutes the legal, valid and
binding  obligations  of Borrowers  (and each of this Second  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. The execution and delivery of this Second Amendment and performance by the Ultimate Parent and each of Borrowers under this Second 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 Second 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 QualMed 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 Second Amendment or as provided in Section 6 hereof.

      5. Conditions Precedent to Effectiveness of this Second Amendment. This Second 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 Second 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 Second Amendment and the QualMed 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 QualMed 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 Administrative Agent and each Lender, and addressing such matters as the Administrative

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CONFIDENTIAL

 Agent may reasonably request in connection with this Second Amendment and the QualMed Acquisition;

           f. receipt by Administrative Agent of true, correct and complete duly executed copies of the QualMed Purchase Agreement and the other material Acquisition Documents relating to the QualMed 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 QualMed Acquisition on terms and conditions set forth in the QualMed 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 QualMed Acquisition, signed by a Duly Authorized Officer of Parent;

           j. Administrative Agent’s completion of due diligence relating to the QualMed 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 QualMed and
any other  lienholder of QualMed (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  QualMed  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 QualMed, Peacock and Parent in favor of Administrative Agent and Lenders providing for the collateral assignment of rights and indemnities under the QualMed Acquisition Documents and (ii) if required by Parent in connection with the QualMed

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CONFIDENTIAL

 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 Second 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 QualMed 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 QualMed Acquisition and maintained at or with all 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 QualMed 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 Second Amendment.

           b. Upon the effectiveness of this Second 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 Second 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 Second 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 Second 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 Second 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 Second 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 Second 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 Second 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,

 -7-









CONFIDENTIAL

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

      10. Counterparts. This Second 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 Second 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 Second Amendment shall constitute a Financing Agreement.

      13. Severability; Faxes. Any provision of this Second 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 Second 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 Second 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 Second 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 SECOND 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 SECOND 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 SECOND 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












 CONFIDENTIAL

	  	 Everett, WA 98208
	 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]