Exhibit 10.1.14

  CONFIDENTIAL

  CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL


PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE


BEEN SEPARATELY FILED WITH THE COMMISSION






 NINTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

       THIS  NINTH
AMENDMENT   TO   LOAN   AND   SECURITY   AGREEMENT   (this    “Ninth
Amendment”)  dated as of June 30, 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,  EXAMWORKS
CANADA,  INC.,  a Delaware  corporation  (“ExamWorks  Canada”),
NETWORK    MEDICAL    REVIEW    COMPANY,    LTD.,   an   Illinois    corporation
(“NMR”),  NETWORK MEDICAL MANAGEMENT COMPANY, LTD., an Illinois
corporation  (“NMM”),  INSURANCE  APPEALS,  LTD.,  an  Illinois
corporation   (“IA”),   ELITE  PHYSICIANS,  LTD.,  an  Illinois
corporation (“EP”), WORKERSFIRST, INC., an Illinois corporation
(“WF” and, together with ExamWorks Canada, NMR, NMM, IA and EP,
the “Additional Borrowers”) and the subsidiaries of Parent that
may from time to time hereafter become parties to the Loan Agreement  identified
below   (all   of   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, an Ohio banking
corporation in its individual capacity (“Fifth Third”), BANK OF
AMERICA,    N.A.,   a   national   banking    association    (“Bank   of
America”),   and  GENERAL  ELECTRIC  CAPITAL  CORPORATION,  a  Delaware
corporation (“GE  Capital,”  together with Fifth Third and Bank
of America, “Lenders”).

 RECITALS:

      WHEREAS, certain Borrowers, Administrative Agent, Fifth Third and Bank of America 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, Borrowers request Administrative Agent and Lenders to consent to and waive certain matters as provided herein, and Borrowers, 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.










 CONFIDENTIAL

      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. Consents; Joinder; Waiver.

           a. Subject to the terms and conditions set forth in this Ninth Amendment, and notwithstanding anything in the Loan Agreement (including the Eighth Amendment to Loan and Security Agreement dated as of June 10, 2010) and the other Financing Agreements to the contrary, Administrative Agent and Lenders consent to the formation by Holding Company of a newly organized, wholly-owned subsidiary named ExamWorks Canada, Inc., a Delaware corporation (“ExamWorks Canada”), and to the formation by ExamWorks Canada of two newly organized, wholly-owned subsidiaries named SOMA Medical Assessments Corp. and Direct IME Corp., respectively, each a corporation incorporated under the laws of the Province of Ontario.


             b.    Each
Additional  Borrower  hereby  absolutely  and  unconditionally  (i) joins as and
becomes a party to the Loan Agreement as a Borrower thereunder, (ii) assumes, as
a joint and several obligor thereunder, all of the obligations,  liabilities and
indemnities  of  Borrower  under  the Loan  Agreement  and all  other  Financing
Agreements (including, without limitation, the Liabilities), (iii) covenants and
agrees  to be  bound  by  and  adhere  to all  of  the  terms,  representations,
warranties,  covenants,  waivers,  releases,  agreements  and  conditions  of or
respecting  Borrower with respect to the Loan Agreement and the other  Financing
Agreements,  and  (iv)  except  as  specifically  provided  in  Section  1(d)
below,  collaterally  assigns and transfers to Administrative Agent (for the
ratable benefit of the Lenders and the Administrative  Agent), and hereby grants
to Administrative  Agent (for the ratable benefit of the Lenders),  a continuing
security  interest  in all of such  Additional  Borrower’s  now  owned  and
hereafter  acquired  or  arising  assets  and other  Collateral,  as  collateral
security for the prompt and complete  payment and performance  when due (whether
at the stated maturity, by acceleration or otherwise) of all of the Liabilities.
Any reference to the term “Borrower”  or “Borrowers”  in the
Loan  Agreement  shall mean and include each  Additional  Borrower and all other
parties identified as a Borrower in the Preamble to this Ninth Amendment.

            c.  Subject to the
terms and  conditions  set forth in this Ninth  Amendment,  and  notwithstanding
anything  in the  Loan  Agreement  and the  other  Financing  Agreements  to the
contrary,  Administrative Agent and Lenders hereby consent to the acquisition by
(i) SOMA  Medical  Assessments  Corp.  of  substantially  all of the assets (the
“SOMA   Acquisition”)  of  SOMA  Medical  Assessments  Inc.,  a
corporation  incorporated  under the laws of the  Province of Ontario  (together
with  its  successors  and  assigns,  “SOMA”),  as  more  fully
described in that certain Asset Purchase Agreement (the  “SOMA  Purchase
Agreement”),  dated as of June 30,  2010,  by and  among  SOMA  Medical
Assessments  Corp.,  Holding Company,  SOMA, 1495929 Ontario Inc., a corporation
incorporated  under the laws of the Province of Ontario and the sole shareholder
of SOMA (the “SOMA  Shareholder”),  and Troy Cumiskey, the sole
shareholder of the SOMA Shareholder  (“Cumiskey”),  (ii) Direct
IME  Corp.  of  substantially  all  of  the  assets  (the   “Direct  IME
Acquisition”)  of Direct IME, a partnership  registered in the Province
of  Ontario   (together  with  its   successors  and  assigns,   “Direct
IME”), as more fully described in that certain


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 CONFIDENTIAL


 Asset Purchase Agreement (the “Direct
IME  Purchase  Agreement”),  dated as of June 30,  2010,  by and  among
Direct IME Corp.,  Holding  Company,  Direct  IME,  Direct IME Inc.,  Direct IME
Occupational  Therapy Services Inc.,  Eleanor Cumiskey and Greg Cumiskey,  (iii)
Parent   of    substantially    all   of   the    assets    (the    “IMS
Acquisition”) of Independent Medical Services Corporation,  a Minnesota
corporation (together with its successors and assigns,  “IMS”),
as  more  fully  described  in  that  certain  Asset  Purchase   Agreement  (the
“IMS  Purchase  Agreement”),  dated as of June 30, 2010, by and
among Holding  Company,  Parent,  IMS and Bruce Barringer and Sean P. Flood, the
shareholders  of IMS,  (iv)  Parent  of  substantially  all of the  assets  (the
“401  Diagnostic  Acquisition”)  of  401  Diagnostic,  Inc.,  a
California  corporation (together with its successors and assigns,  “401
Diagnostic”),  as more fully  described in that certain Asset  Purchase
Agreement (the “401 Diagnostic Purchase  Agreement”),  dated as
of June 30, 2010, by and among Parent,  401 Diagnostic and Dr. Marvin B. Zwerin,
the sole shareholder of 401 Diagnostic, and (v) the acquisition by Parent of all
of the shares (the “NMR  Acquisition”) of capital stock of NMR,
as  more  fully  described  in  that  certain  Stock  Purchase   Agreement  (the
“NMR  Purchase  Agreement”),  dated as of June 30, 2010, by and
among Parent, NMR and Robert C. Porter, M.D., the sole shareholder of NMR.

           d. Subject to the terms and conditions set forth in this Ninth Amendment (including, without limitation, Section 3 hereof), notwithstanding anything in the Loan Agreement (including, without limitation, Exhibit C thereto) and the other Financing Agreements to the contrary, with respect to the SOMA Acquisition and the Direct IME Acquisition only, Administrative Agent and the Lenders hereby waive the requirements that (i) the assets of SOMA Medical Assessments Corp. and Direct IME Corp. be pledged as Collateral, (ii) SOMA Medical Assessments Corp. and Direct IME Corp. become Borrowers under the Loan Agreement and (iii) 100% of the equity securities of each of SOMA Medical Assessments Corp. and Direct IME Corp. be pledged by ExamWorks Canada as Collateral; provided, however, that 65% of the equity securities of each of SOMA Medical Assessments Corp. and Direct IME Corp. shall be pledged as Collateral
pursuant to the terms and
provisions of the ExamWorks Canada Pledge Agreement (as hereinafter defined).

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

           a. The definition of “Borrower” as set forth in the Preamble to the Loan Agreement is hereby amended by adding a reference to “ExamWorks Canada, Inc., a Delaware corporation, Network Medical Review Company, Ltd., an Illinois corporation, Network Medical Management Company, Ltd., an Illinois corporation, Insurance Appeals, Ltd., an Illinois corporation, Elite Physicians, Ltd., an Illinois corporation and WorkersFirst, Inc., an Illinois corporation” therein.

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


        i. the definition of “Acquisitions” therein shall also include each of the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition and the NMR Acquisition;



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        ii. the definition of “Acquisition Agreement” therein shall also include each of the SOMA Purchase Agreement, the Direct IME Purchase Agreement, the IMS Purchase Agreement, the 401 Diagnostic Purchase Agreement and the NMR Purchase Agreement;

          iii.    the
definition  of  “Acquisition  Documents”   therein  shall  also
include each of the SOMA Purchase Agreement,  the Direct IME Purchase Agreement,
the IMS Purchase  Agreement,  the 401 Diagnostic  Purchase Agreement and the NMR
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 SOMA  Acquisition,  the Direct IME
Acquisition,  the IMS  Acquisition,  the 401 Diagnostic  Acquisition and the NMR
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 “Intellectual Property Security Agreement” therein shall include any amendment or modification thereof dated as of the Ninth Amendment Effective Date made in connection with this Ninth Amendment;

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

        vi. the definition of “Pledge Agreements” therein is hereby amended and restated in its entirety as follows:

         “Pledge
Agreements”  means,  collectively,  (a) that certain  Pledge  Agreement
dated as of the Eighth Amendment Effective Date made by Holding Company in favor
of    Administrative    Agent    (the     “Holding     Company    Pledge
Agreement”),  (b) that certain Pledge  Agreement  dated as of the Ninth
Amendment  Effective  Date made by Holding  Company  in favor of  Administrative
Agent (the “Holding Company EW Canada Pledge  Agreement”),  (c)
that certain Pledge  Agreement  dated as of the Ninth  Amendment  Effective Date
made   by   ExamWorks   Canada   in   favor   of   Administrative   Agent   (the
“ExamWorks Canada Pledge  Agreement”),  (d) that certain Pledge
Agreement   dated  as  of  December   18,  2009  made  by  Parent  in  favor  of
Administrative  Agent (as amended on the Fifth Amendment  Effective Date and the
Ninth Amendment Effective Date, the “Parent Pledge  Agreement”)
with respect to all other  Borrowers and to which future  Subsidiaries of Parent
shall  become a party in  connection  with any other  Acquisition,  and (e) that
certain Pledge Agreement dated as of the Ninth Amendment  Effective Date made by
NMR   in   favor   of   Administrative    Agent   (the    “NMR    Pledge
Agreement”),  each in form and  substance  reasonably  satisfactory  to
Administrative Agent, as each may be amended, restated, reaffirmed, supplemented or otherwise modified from time to time in accordance with its respective terms;



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        vii. the definition of “Pledgors” therein is hereby amended and restated in its entirety to read as follows:

        “Pledgors” means, collectively, Holding Company, Parent, ExamWorks Canada and NMR, each in its capacity as the pledgor under their respective Pledge Agreements;

          viii.   the
definition of “Subordinated Debt” therein shall include (x) the
Indebtedness,  if any,  owing  by SOMA  Medical  Assessments  Corp.  to the SOMA
Shareholder  and  Cumiskey  pursuant  to  Section  8.1(c)  of the SOMA  Purchase
Agreement in an amount not to exceed  $2,000,000  Canadian dollars,  (y) the
Indebtedness,  if any,  owing by Direct IME Corp.  to Direct IME and the Partner
Parties (as defined in the Direct IME  Purchase  Agreement)  pursuant to Section
8.1(c)  of the  Direct  IME  Purchase  Agreement  in an  amount  not  to  exceed
$2,000,000  Canadian  dollars,  and (z) the  amount  owing by  Parent to 401
Diagnostics  pursuant to Section  3.3(b) and Section 3.4 of the 401  Diagnostics
Purchase  Agreement in an amount not to exceed  $308,333.33  with respect to
Section  3.3(b)  of the 401  Diagnostics  Purchase  Agreement  and not to exceed
$281,250.00  in the  aggregate  with  respect  to  Section  3.4  of the  401
Diagnostics  Purchase  Agreement;   and

  
     ix.   the  definition  of   “Subordination
Agreement”  therein  shall also include (x) that certain  subordination
agreement dated as of the Ninth Amendment Effective Date made in connection with
this Ninth Amendment  pursuant to which the Indebtedness,  if any, owing by SOMA
Medical  Assessments  Corp.  to the SOMA  Shareholder  and Cumiskey  pursuant to
Section  8.1(c)  of  the  SOMA  Purchase   Agreement  is   subordinated  to  the
Liabilities,  (y) that  certain  subordination  agreement  dated as of the Ninth
Amendment  Effective Date made in connection with this Ninth Amendment  pursuant
to which the  Indebtedness,  if any, owing by Direct IME Corp. to Direct IME and
the Partner Parties (as defined in the Direct IME Purchase  Agreement)  pursuant
to Section 8.1(c) of the Direct IME Purchase  Agreement is  subordinated  to the
Liabilities,  and (z) that certain subordination agreement dated as of the Ninth
Amendment  Effective Date made in connection with this Ninth Amendment  pursuant
to which the Indebtedness owing by Parent to 401 Diagnostics pursuant to Section
3.3(b) and Section 3.4 of the 401 Diagnostics Purchase Agreement is subordinated
to the Liabilities.



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

           “ExamWorks Canada” means ExamWorks Canada, Inc., a Delaware corporation.

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 CONFIDENTIAL


           “Ninth Amendment Effective Date” means June 30, 2010.

           “NMR” means Network Medical Review Company, Ltd., an Illinois corporation.

           d. For clarification, the definition of “Revolving Credit Notes” in Section 2.1(d) of the Loan Agreement is hereby amended to include any amendment or modification thereof dated as of the Ninth Amendment Effective Date made in connection with this Ninth Amendment.

           e. For clarification, the definition of “Term Loan Notes” in Section 2.3(c) of the Loan Agreement is hereby amended to include any amendment or modification thereof dated as of the Ninth Amendment Effective Date made in connection with this Ninth Amendment.

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

           g. Schedule 7.5 (Organizational Numbers) of the Loan Agreement is hereby amended and restated with Schedule 7.5 attached hereto.

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

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

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

           k. Section 7.1 of the Loan Agreement shall hereafter also reflect that ExamWorks Canada is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and that each of NMR, NMM, IA, EP and WF is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Illinois.

           l. Section 7.7 of the Loan Agreement shall hereafter also reflect that ExamWorks Canada’s principal place of business and chief executive office is located at 3280 Peachtree Road, Suite 2625, Atlanta, Georgia 30305, and its State of incorporation is Delaware, and that each of NMR’s, NMM’s, IA’s, EP’s and WF’s principal place of business and chief executive office is located at 605 Fulton Avenue, Suite 2002, Rockford, Illinois 61103 and its State of incorporation is Illinois.

           m. Section 7.8 of the Loan Agreement shall hereafter also reflect that Borrower has used the following names: “ExamWorks Canada, Inc.”, “Network Medical Review Company, Ltd.”, “Network Medical Management Company, Ltd.”, “Insurance Appeals, Ltd.”, “Elite Physicians, Ltd.” and “WorkersFirst, Inc.”

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 CONFIDENTIAL

  

           n. Section 7.12 of the Loan Agreement shall hereafter also reflect that NMR is a wholly-owned subsidiary of Parent, that each of NMM, IA, EP and WF is a wholly-owned subsidiary of NMR, and that ExamWorks Canada is a wholly-owned subsidiary of Holding Company.

           o. References in Section 8.5 and Section 9.16 of the Loan Agreement to the State of organization of Borrower shall also contain a reference to the State of Delaware with respect to ExamWorks Canada and a reference to the State of Illinois with respect to each of NMR, NMM, IA, EP and WF.

           p. Section 9.7 (a)(iii) is hereby amended and restated as follows:

           “(iii) for other corporate purposes (such as to pay for the transaction costs and expenses contemplated in connection with this Agreement), which for clarification shall not include any use of proceeds for, or any transaction involving, either or both of SOMA Medical Assessments Corp. and Direct IME Corp., and”

           q. Subsection (a) of Section 9.11 is hereby amended and restated as follows:

           “(a) Borrower may transfer cash or property to Affiliates and enter into transactions with Affiliates for fair value in the ordinary course of business pursuant to terms that are no less favorable, in all material respects, to Borrower than the terms upon which such transfers or transactions would have been made had such transfers or transactions been made to or with a Person that is not an Affiliate (which for clarification shall not include any transfers of cash or property to, or transactions involving, either or both of SOMA Medical Assessments Corp. and Direct IME Corp.,”

           r. Section 9.12(v) is hereby amended and restated as follows:

              “(v)
Computation.  Borrower  acknowledges  and agrees that the calculation and
computation of the foregoing financial ratios and covenants shall be pursuant to
and in accordance with Section 8.1(c) hereof; provided, however, that for
purposes of the calculation and  computation of the foregoing  financial  ratios
and covenants only (and for no other purpose under this Agreement), each of SOMA
Medical   Assessments   Corp.  and  Direct  IME  Corp.  shall  be  considered  a
“Borrower”  under this Agreement; provided further, that the EBITDA of
each of SOMA  Medical  Assessments  Corp.  and  Direct  IME Corp.  shall only be
included  for  purposes  of such  calculation  and  computation  if there are no
restrictions  or  limitations on the payment of dividends or the making of other
distributions   by  SOMA  Medical   Assessments   Corp.  or  Direct  IME  Corp.,
respectively, to ExamWorks Canada and/or Holding Company.”

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            s. Section 10.1(r) of the Loan Agreement is hereby amended and restated as follows:

          “Holding Company shall revoke or attempt to revoke, terminate or contest its obligations under the Holding Company Pledge Agreement or the Holding Company EW Canada Pledge Agreement, or the Holding Company Pledge Agreement or the Holding Company EW Canada Pledge Agreement or any provision thereof shall cease to be in full force and effect in accordance with its terms and provisions;”

           t. There is hereby added a new Section 10.1(v) of the Loan agreement to read as follows:

           “ExamWorks Canada shall revoke or attempt to revoke, terminate or contest its obligations under the ExamWorks Canada Pledge Agreement, or the ExamWorks Canada Pledge Agreement or any provision thereof shall cease to be in full force and effect in accordance with its terms and provisions;”

           u. There is hereby added a new Section 10.1(w) of the Loan Agreement to read as follows:

           “NMR shall revoke or attempt to revoke, terminate, or contest its obligations under the NMR Pledge Agreement, or the NMR Pledge Agreement or any provision thereof shall cease to be in full force and effect in accordance with its terms and provisions; and”

           v. There is hereby added a new Section 10.1(x) of the Loan Agreement to read as follows:

           “Either or both of SOMA Medical Assessments Corp. and Direct IME Corp. shall take any action or omit to take any action that, if such action were instead taken or omitted to be taken by any Borrower, would constitute an Event of Default.”

      3. No Other Amendments. Notwithstanding the amendments set forth in Section 2 hereof, Ultimate Parent, Holding Company, Parent and the other Borrowers acknowledge and expressly agree that this Ninth 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 or conditions of the Loan Agreement or any other Financing Agreements (other than as expressly set forth in this Ninth Amendment).

      4. Representations and Warranties. Each of Ultimate Parent, Holding Company, Parent and the other 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;

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 CONFIDENTIAL


           b. Each of Holding Company, Parent and each of the other Borrowers has the corporate, limited liability company or partnership, as applicable, power and authority (i) to enter into this Ninth 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 Ninth Amendment has been duly authorized, validly executed and delivered by one or more Duly Authorized Officers of each of Parent, the other Borrowers, Holding Company, and each of this Ninth Amendment and the Loan Agreement constitutes the legal, valid and binding obligations of Parent and the other Borrowers (and each of this Ninth Amendment and the Financing Agreements to which Holding Company is a party constitutes the legal, valid and binding obligations of Holding Company), enforceable against Parent, the other Borrowers, and Holding Company, 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 Holding Company, Parent or such other Borrower);

           d. The execution and delivery of this Ninth Amendment and performance by Parent and each other Borrower and, as applicable, Holding Company, under this Ninth 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 Parent, such other Borrower, or Holding Company which has not already been obtained, nor be in contravention of or in conflict with the organizational documents of Parent, each other Borrower, or Holding Company, or any provision of any statute, judgment, order, indenture, instrument, agreement, or undertaking, to which Parent, any other Borrower, or Holding Company is party or by which Parent’s, any other Borrower’s, or Holding Company’s respective assets or properties are bound;

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

           f. The legal name of ExamWorks Canada is “ExamWorks Canada, Inc.” and its organizational number assigned by the Delaware Secretary of State is 4839836; the legal name of NMR is “Network Medical Review Company, Ltd.” and its organizational number assigned by the Illinois Secretary of State is 6212-482-2; the legal name of NMM is “Network Medical Management Company, Ltd.” and its organizational number assigned by the Illinois Secretary of State is 6213-0776; the legal name of IA is “Insurance Appeals, Ltd.” and its organizational number assigned by the Illinois Secretary of State is 6212-705-8; the legal name of EP is “Elite Physicians, Ltd.” and its organizational number assigned by the Illinois Secretary of State is 5851-395-4; and the legal name of WF is “WorkersFirst, Inc.” and its organizational number assigned by the Illinois Secretary of State is


 6065-532-4;

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           g. Except as otherwise provided in Section 1(d) hereof, with respect to each of the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition and the NMR Acquisition, each of the conditions precedent identified on Exhibit C attached to the Loan Agreement have previously been satisfied or will be satisfied concurrently with the execution and delivery of this Ninth Amendment or as provided in Section 14 hereof as post closing matters; and

           h. The “Collateral” (as defined in the Loan Agreement) shall hereafter also include, without limitation, (i) each of the assets purchased by Parent pursuant to the IMS Purchase Agreement, the 401 Diagnostic Purchase Agreement and the NMR Purchase Agreement, (ii) except as otherwise specifically provided in Section 1(d) hereof, the assets of ExamWorks Canada and (iii) each of the assets of NMR, NMM, IA, EP and WF, 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).

      5. Conditions Precedent to Effectiveness of this Ninth Amendment. The consents, waiver and amendments contained in Section 1 and Section 2 of this Ninth Amendment shall become effective on the date hereof subject to satisfaction of each of the following:

           a. all of the representations and warranties of Parent, each of the other Borrowers, and Holding Company under Section 4 hereof, which are made as of the date hereof, being true and correct;

           b. receipt by Administrative Agent of duly executed signature pages to this Ninth Amendment from each of Parent, each of the other Borrowers, Holding Company and Lenders;



           c. copies of
resolutions  of (i) the Board of Directors  of Holding  Company  authorizing  or
ratifying the execution,  delivery and  performance  by Holding  Company of this
Ninth Amendment and the Holding Company EW Canada Pledge Agreement and any other
Financing  Agreement to which  Holding  Company is a party,  certified by a Duly
Authorized Officer of Holding Company,  (ii) the Board of Directors of ExamWorks
Canada  authorizing  or ratifying the  execution,  delivery and  performance  by
ExamWorks  Canada  of the  ExamWorks  Canada  Pledge  Agreement  and  any  other
Financing  Agreement to which ExamWorks  Canada is a party,  certified by a Duly
Authorized  Officer of ExamWorks Canada,  (iii) the Board of Directors of Parent
authorizing  or ratifying the execution,  delivery and  performance by Parent of
this Ninth  Amendment and that certain  Second  Amendment and  Reaffirmation  of
Parent  Pledge  Agreement,  dated as of the date  hereof  (the “Second
Amendment  to  Parent  Pledge   Agreement”)  and  any  other  Financing
Agreement to which Parent is a party,  certified by a Duly Authorized Officer of
Parent and (iv) the Board of  Directors  of NMR  authorizing  or  ratifying  the
execution,  delivery and performance by NMR of the NMR Pledge  Agreement and any
other  Financing  Agreement  to  which  NMR  is a  party,  certified  by a  Duly
Authorized Officer of NMR;



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 CONFIDENTIAL

           d. receipt by Administrative Agent of such other duly executed and delivered resolutions (including with respect to the underlying Loan Agreement as amended by this Ninth Amendment with respect to each of ExamWorks Canada, NMR, and each other Additional Borrower), certified Organization Documents, good standing certificates, secretary’s certificates, closing condition certificates and such other related certificates and documents (if any), with respect to Parent and the other Borrowers reasonably required by Administrative Agent in connection with this Ninth Amendment (each of which must be in form and substance reasonably satisfactory to the Administrative Agent);

           e. receipt by Administrative Agent of true, correct and complete duly executed copies of each of the following: (i) a Third Modification to Revolving Credit Note by Borrowers with respect to the Revolving Credit Note of each of Fifth Third and Bank of America, respectively; (ii) a Fourth Modification to Term Loan Note by Borrowers with respect to the Term Loan Note of each of Fifth Third and Bank of America, respectively; (iii) a First Modification to Revolving Credit Note by Borrowers with respect to the Revolving Credit Note of GE Capital; (iv) a First Modification to Term Loan Note by Borrowers with respect to the Term Loan Note of GE Capital; (v) the Holding Company EW Canada Pledge Agreement by Holding Company in favor of Administrative Agent (together with original stock certificate(s) and assignment(s) separate from certificate); (vi) the ExamWorks Canada Pledge Agreement by ExamWorks Canada in favor of


 Administrative Agent
(together with original stock certificate(s) and assignment(s) separate from certificate representing 65% of the issued and outstanding equity in each of SOMA Medical Assessments Corp. and Direct IME Corp.); (vii) the Second Amendment to Parent Pledge Agreement by Parent in favor of Administrative Agent (together with original stock certificate(s) and assignment(s) separate from certificate); (viii) the NMR Pledge Agreement by NMR in favor of Administrative Agent (together with original stock certificates and assignments separate from certificate); and (ix) a Third Amendment to Intellectual Property Security Agreement;

           f. Certificates of Insurance in form and substance satisfactory to Administrative Agent, from Borrowers’ insurance carriers reflecting (i) the addition of each of ExamWorks Canada, NMR and the other Additional Borrowers as a co-borrower (together with a Loss Payable Endorsement signed by the applicable insurance agent) and the addition of SOMA Medical Assessments Corp. and Direct IME Corp., (ii) Administrative Agent as additional insured and “lender’s loss payee” thereunder, and (iii) increased insurance coverage as a result of the acquisitions contemplated hereby;

           g. receipt of UCC tax, lien, pending suit and judgment searches for each Borrower, IMS and 401 Diagnostics, and PPSA searches for SOMA Medical Assessments Corp., SOMA, Direct IME Corp., and Direct IME (and, in each case, under each respective trade name used during the prior five years), each dated a date reasonably near to the Ninth Amendment Effective Date in all jurisdictions for such entities as reasonably required by Administrative Agent, respectively, the results of which shall be satisfactory to Administrative Agent in its sole and absolute determination;

           h. receipt of authorization to file UCC Financing Statements, and UCC Financing Statements, as requested by Administrative Agent, naming each of ExamWorks Canada, NMR, and each of the other Additional Borrowers as debtor and Administrative Agent as secured party with respect to each such Additional Borrowers’ Collateral, shall have been filed with the Delaware or Illinois Secretary of State, as applicable;

 -11-










 CONFIDENTIAL

           i. receipt of authorization to file UCC Financing Statements, and UCC Financing Statements (or amendments thereto), as requested by Administrative Agent, naming each of (i) Holding Company as debtor and Administrative Agent as secured party with respect to the equity of ExamWorks Canada owned by Holding Company, (ii) ExamWorks Canada as debtor and Administrative Agent as secured party with respect to 65% of the equity of each of SOMA Medical Assessments Corp. and Direct IME Corp. owned by ExamWorks Canada (together with any applicable PPSA filing in the Province of Ontario or otherwise in Canada), (iii) Parent as debtor and Administrative Agent as secured party with respect to the equity of NMR owned by Parent and (iv) NMR as debtor and Administrative Agent as secured party with respect to the equity of each of NMM, IA, EP and WF owned by NMR, shall have been filed with the Delaware or Illinois Secretary of St


ate, as applicable;

           j. receipt by Administrative Agent of an opinion of Torys LLP, Canadian legal counsel to Holding Company, Parent, ExamWorks Canada, SOMA Medical Assessments Corp. and Direct IME Corp., addressed to Administrative Agent, Issuing Lenders and each Lender, in form and substance reasonably satisfactory to Administrative Agent.

           k. receipt by Administrative Agent of an opinion of Paul, Hastings, Janofsky & Walker, LLP, legal counsel to Holding Company, ExamWorks Canada, Parent, NMR and the other Borrowers and the Additional Borrowers, addressed to Administrative Agent, Issuing Lenders and each Lender, in form and substance reasonably satisfactory to Administrative Agent;

           l. receipt by Administrative Agent of reasonably 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 each of the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition and the NMR Acquisition have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of Parent or any of the other Borrowers, threatened reversal or cancellation, and Administrative Agent shall have received a certificate of a Duly Authorized Officer so stating;

           m. receipt by Administrative Agent of true, correct and complete duly executed copies of each of the SOMA Purchase Agreement, the Direct IME Purchase Agreement, the IMS Purchase Agreement, the 401 Diagnostic Purchase Agreement and the NMR Purchase Agreement and the other material Acquisition Documents relating to each of the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition and the NMR Acquisition, including, without limitation, any disclosure schedules, bill of sale, assignment and assumption agreement, intellectual property assignment agreement, escrow agreement and Landlord Waiver executed or delivered in connection therewith;

 -12-










 CONFIDENTIAL

           n. receipt by Administrative Agent of evidence, in form and substance reasonably satisfactory to it, of the simultaneous consummation of each of the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition and the NMR Acquisition on terms and conditions set forth in the SOMA Purchase Agreement, the Direct IME Purchase Agreement, the IMS Purchase Agreement, the 401 Diagnostic Purchase Agreement and the NMR Purchase Agreement, respectively, which shall be in form and substance reasonably satisfactory to the Administrative Agent;

           o. receipt by Administrative Agent of a duly executed, completed and delivered subordination agreement by and among (x) SOMA Medical Assessments Corp., the SOMA Shareholder, Cumiskey and Administrative Agent, (y) Direct IME Corp., Direct IME and Administrative Agent, and (z) Parent, 401 Diagnostics and Administrative Agent, each in form and substance reasonably satisfactory to Administrative Agent;

           p. receipt by Administrative Agent of a duly completed Compliance Certificate as of the fiscal quarter of Borrower ending March 31, 2010, after giving pro forma effect to all Loans to be made on the date hereof and the consummation of each of the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition and the NMR Acquisition, signed by a Duly Authorized Officer of Parent;

           q. Administrative Agent’s completion of due diligence relating to each of the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition and the NMR Acquisition, the results of which shall be reasonably satisfactory to Administrative Agent;

           r. if applicable, Administrative Agent shall have received a payoff letter from any secured lender to any of SOMA, Direct IME, IMS, 401 Diagnostic or NMR (including, without limitation, Toronto Dominion Bank with respect to SOMA, Park Midway Bank with respect to IMS and Bank of America with respect to 401 Diagnostic), each in form and substance reasonably satisfactory to Administrative Agent (together with applicable UCC/PPSA termination statements, trademark releases and copyright releases necessary to release all Liens (other than Permitted Liens) and other rights in favor of any Person (other than Administrative Agent (for the ratable benefit of Lenders and Administrative Agent)), if any, in any of the Collateral (which, subject to Section 1(d) hereof, shall include the assets purchased by SOMA Medical Assessments Corp., Direct IME Corp. and Parent, respectively, pursuant to the SOMA Purchase
Agreement, the Direct IME Purchase
Agreement, the IMS Purchase Agreement, the 401 Diagnostic Purchase Agreement and the NMR Purchase Agreement, as applicable), and other documents as Administrative Agent reasonably deems necessary or appropriate, which shall have been filed in all jurisdictions that Administrative Agent reasonably deems necessary or advisable;

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

           t. subject to Section 1(d) hereof, 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;

 -13-










 CONFIDENTIAL


           u. receipt by Administrative Agent of a fully-completed and duly executed Notice of Borrowing (together with a flow of funds) with respect to the SOMA Acquisition, the Direct IME Acquisition, the IMS Acquisition, the 401 Diagnostic Acquisition, the NMR Acquisition and this Ninth Amendment;

           v. receipt by Administrative Agent of a fully-completed and duly executed Borrowing Base Certificate as of May 31, 2010;

           w. receipt by Administrative Agent from Borrowers of payment of the Term Draw Fee for the Lenders;

           x. receipt by Administrative Agent of the invoiced amount of the reasonable fees and out-of-pocket costs and expenses of counsel to Administrative Agent in connection with this Ninth Amendment pursuant to Section 8 hereof and otherwise due and owing pursuant to the Loan Agreement;

           y. receipt by Administrative Agent of certified copies of all documents evidencing Borrowers’ receipt of or satisfaction with any necessary consents, regulatory approvals and any other governmental approvals, if any, with respect to this Ninth Amendment and any other documents provided for herein or to be executed by any Borrower or Holding Company; and

           z. 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, if any.

      6. Reaffirmation; References to Loan Agreement.

           a. Each Borrower and Holding Company acknowledges and agrees that all of their respective obligations and Liabilities under the Loan Agreement and the Financing Agreements, as amended hereby, are and shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Ninth Amendment.

           b. Upon the effectiveness of this Ninth 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 Ninth Amendment.

           c. The failure by Administrative Agent, at any time or times hereafter, to require strict performance by any Borrower or Holding Company of any provision or term of the Loan Agreement, this Ninth 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 Ninth 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 Ninth Amendment or any

 -14-










 CONFIDENTIAL

 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 or Holding Company contained in this Ninth 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 Ninth Amendment establish a course of dealing among Administrative Agent, Holding Company, 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 or any other Financing Agreement. The terms and provisions of this Ninth 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 unaltered and in full force and effect and are hereby ratified and confirmed in all respects.

      7. Release.

           a. In consideration of, among other things, the consent, waiver and amendments provided for herein, and for other good and valuable consideration, as of the date hereof, Holding Company, 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 (all collectively, with Holding Company, Parent and each other Borrower, the “Releasing Parties”), do hereby unconditionally, irrevocably and forever remise, satisfy, acquit, release and discharge the Administrative Agent and Lenders and each 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, the “Lender Parties”), from any and all manner of action and actions, cause and causes of action, claims, cross-claims, charges, demands, counterclaims, suits, proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, liabilities, damages, costs, 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, proceedings 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

 -15-










 CONFIDENTIAL

 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, action or omission or any 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 Ninth Amendment, the Loan Agreement or any other Financing Agreement and the transactions contemplated hereby and thereby, the Collateral or the Liabilities, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing. Each Borrower, Parent, and Holding Company 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 Ninth Amendment.

           b. Each of Holding Company, Parent and each other Borrower hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against the Lender Parties under any law, rule or regulation of any jurisdiction that would or could 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 Ultimate Parent, Holding Company, 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 Ninth Amendment (and without which the consents, waiver and amendments in Section 1 and Section 2 hereof would not have been agreed to by Administrative Agent and Lenders).

      8. 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 Ninth Amendment, Borrowers agree to pay on demand all reasonable costs, fees, disbursements and expenses of Administrative Agent in connection with the preparation, negotiation, revision, execution and delivery of this Ninth Amendment and the other agreements, instruments and documents contemplated hereby, including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses.

      9. Counterparts. This Ninth 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.

      10. Governing Law. This Ninth Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois, without regard to conflict of law principles.

      11.  Financing Agreement. This Ninth Amendment shall constitute a Financing Agreement.

 -16-










 CONFIDENTIAL

      12. Severability; Faxes. Any provision of this Ninth Amendment 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.

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

      14. Additional Covenants. Parent and the other Borrowers covenant and agree to deliver or cause to be delivered to Administrative Agent:

           a. original stock certificate(s) of EP within two (2) days of the Ninth Amendment Effective Date;

           b. certified charters of each of SOMA Medical Assessments Corp. and Direct IME Corp. within fifty six (56) days of the Ninth Amendment Effective Date;

           c. amended and restated bylaws of each of NMR, NMM, IA, EP and WF within five (5) days of the Ninth Amendment Effective Date;

           d. certified copies of amended and restated articles of incorporation of each of NMR, NMM, IA, EP and WF within seven (7) days of the Ninth Amendment Effective Date; and

           e. a legal opinion of Paul Hastings Janofsky & Walker, LLP as to NMR, NMM, IA, EP and WF within seven (7) days of the Ninth Amendment Effective Date, in form and substance reasonably satisfactory to Administrative Agent.

 [Remainder of page intentionally blank; signature pages follow]

 -17-










 CONFIDENTIAL

      IN WITNESS WHEREOF, the parties hereto have duly executed this Ninth Amendment 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.
	 	 EXAMWORKS CANADA, INC.
	 	 NETWORK MEDICAL REVIEW COMPANY, LTD.
	 	 NETWORK MEDICAL MANAGEMENT
	 	   COMPANY, LTD.
	 	 INSURANCE APPEALS, LTD.
	 	 ELITE PHYSICIANS, LTD.
	 	 WORKERS FIRST, 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


EXAMWORKS, INC.


NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT










 CONFIDENTIAL


	   	 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.


NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT












 CONFIDENTIAL

		
	 Acknowledged and Agreed:
	  
	 EXAMWORKS GROUP, INC.
	  
	By:	   /s/ Richard E. Perlman
      

    
	 Name:	  Richard E. Perlman
	Its:	   Co-Chairman and Co-Chief Executive Officer



 EXAMWORKS, INC.


NINTH AMENDMENT TO LOAN AND SECURITY 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
	  	 	 
	  	 	 
	 	GENERAL ELECTRIC CAPITAL
	 	CORPORATION,
	 	as a Lender
	  	 	 
	 	 By:	    /s/ Peter Zone
      

    
	 	  	  Peter Zone

	 	  	 Duly Authorized Signatory



 



  EXAMWORKS, INC.


NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

















 CONFIDENTIAL



Schedule 4.7



Borrower Locations

	 Company Name	 Address
	 ExamWorks, Inc.	 3280 Peachtree Road

     Suite 2625

     Atlanta, GA 30305
	  	 6901 Jericho Turnpike, Suite 230

     Syosset, NY 11791
	  	 10423 Old Placeville Road

     Suite 100

     Sacramento, CA 95827
	  	 20300 West 12 Mile Road

     Suite 103

     Southfield, MI 48076
	  	 2400 West Dunlap Avenue, Suite 155

     Phoenix, AZ 85021
	  	 2501 SW First Avenue

     Suite 400

     Portland, OR 97201
	  	 Gateway Park, LLC

     523 Fellowship Road

     Suite 275

     Mount Laurel, NJ 08054
	  	 11465 Johns Creek Parkway

     Suite 140

     Duluth, GA 30097
	  	 21 Ryder Place

     East Rockaway, NY 11518
	  	 1160 Industrial Street

     Redding, CA 96002
	  	 5100 Gamble Drive

     Suite 540

     St. Louis Park, MN 55416
	  	 2420 S. Union Avenue, Suite 240

     Tacoma, WA 98405-1322
	  	 250 N. Patrick Boulevard, Suite 170

     Brookfield, WI 53045












 CONFIDENTIAL

	  	 226 Wright Building

     2233 University Avenue West

     Suite 226

     St. Paul, MN 55114
	  	 77 Cadillac Drive

     Sacramento, CA 95825
	 CFO Medical Services, LLC	 4 Becker Farm Road

     1st Floor

     Roseland, NJ 07068
	 Pacific Billing Services, Inc.	 12001 N. Central Expressway, Suite 800

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

     Suite 1660

     Fort Lauderdale, FL 33301
	 ExamWorks Evaluations of New York, LLC	 3280 Peachtree Road

     Suite 2625

      Atlanta, GA 30305
      












 CONFIDENTIAL

	 ExamWorks Canada, Inc.	 3280 Peachtree Road

     Suite 2625

     Atlanta, GA 30305
	 Network Medical Review Company, Ltd.	 605 Fulton Avenue

     Suite 2002

     Rockford, IL 61103
	 Network Medical Management Company, Ltd.	 605 Fulton Avenue

     Suite 2002

     Rockford, IL 61103
	 Insurance Appeals, Ltd.	 605 Fulton Avenue

     Suite 2002

     Rockford, IL 61103
	 Elite Physicians, Ltd.	 605 Fulton Avenue

     Suite 2002

     Rockford, IL 61103
	 WorkersFirst, Inc.	 605 Fulton Avenue

     Suite 2002

     Rockford, IL 61103












 CONFIDENTIAL



Schedule 7.5



Organizational Numbers

	 Company Name	 Company Number
	 ExamWorks Holdings, LLLP	 07036066
	 ExamWorks, Inc.	 4342019
	 ExamWorks Evaluations of New York, LLC	 N/A
	 CFO Medical Services, LLC	 0600315820
	 Pacific Billing Services, Inc.	 800747365
	 IME Software Solutions, LLC	 B7966D
	 Southwest Medical Examination Services, Inc.	 123769800
	 Diagnostic Imaging Institute, Inc.	 126513100
	 Set-Aside Solutions, LLC	 4713975
	 The Ricwel Corporation	 697241
	 Ricwel of West Virginia, LLC	 76308
	 Marquis Medical Administrators, Inc.	 N/A
	 Florida Medical Specialists, Inc.	 0100430388
	 ExamWorks Canada, Inc.	 4839836
	 Network Medical Review Company, Ltd.	 6212-482-2
	 Network Medical Management Company, Ltd.	 6213-0776
	 Insurance Appeals, Ltd.	 6212-705-8
	 Elite Physicians, Ltd.	 5851-395-4
	 WorkersFirst, Inc.	 6065-532-4












 CONFIDENTIAL

 Schedule 7.8



Other Names

	 CMRS
	 CFO
	 TEG
	 DII
	 SWME
	 IME Centric
	 FMS
	 Ricwel of OH
	 Ricwel of WV
	 PBS
	 MAG
	 Medical Assurance Group
	 QualMed
	 MedNet
	 MEI
	 Medical Evaluations
	 AMBR
	 American Medical Bill Review
	 American Medical Bill Review Services
	 MMS
	 Metro Medical Services
	 Network Medical Review
	 Network Medical Review Company
	 Network Medical Management Company
	 Insurance Appeals
	 Elite Physicians
	 WorkersFirst
	 Independent Medical Services Corporation
	 401 Diagnostic
	 401 Diagnostic and Treatment Center










 CONFIDENTIAL


Schedule 7.16





Intellectual Property


 CFO Medical Services, LLC

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

 ExamWorks, Inc.

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

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

 Registered service mark no. 3,509,987 for Abeton Registered mark no. 3577691 for QualMed Evaluations 

 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

 Network Medical Review Company, Ltd.

 Registered mark no. 2,380,002 for Elite Physicians

 Registered mark no. 2,671,783 for a design: 












 CONFIDENTIAL


Schedule 9.2



Certain Unsecured Indebtedness


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