**EXHIBIT 10X**

**FIFTH AMENDMENT TO**

**REVOLVING CREDIT AND**

**SECURITY AGREEMENT**

 

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this            ‘Fifth Amendment’) executed and delivered as of August 3, 2007 by and            between WACHOVIA BANK, NATIONAL ASSOCIATION (“Bank”), and among AUTOINFO,            INC, a Delaware corporation, SUNTECK TRANSPORT CO., INC., a Florida corporation and            SUNTECK TRANSPORT CARRIERS, INC. F/K/A SUNTECK TRANSPORT & LOGISTICS, INC., a            Florida corporation (collectively, the “Borrower”).

 

RECITALS:

 

A.           On May 23, 2003, Borrower and Bank executed and delivered that certain            Revolving Credit and Security Agreement (the “Credit Agreement”) under the            terms of which Bank provided a line of credit to Borrower in the amount of            $l,500,000.

 

B.            On June 29, 2004 Borrower and Bank, executed and            delivered that certain First Amendment to Revolving Credit and Security Agreement (the            “First Amendment”) which increased the Maximum Loan Amount to $2,500,000,            extended the facility and amended certain other terms of the Credit            Agreement

 

C.            On July 3, 2005, Borrower and Bank, executed and            delivered that certain Second Amendment to Revolving Credit and Security Agreement (the            “Second Amendment”) which modified the reporting requirements and amended            certain other terms of the Credit Agreement as amended by the First            Amendment.

 

D.           On September 23, 2006, Borrower and Bank, executed and delivered that            certain Third Amendment to Revolving Credit and Security Agreement (the “Third            Amendment”) which increased the Maximum Loan Amount to $4,000,000 and extended            the facility and terms of the Credit Agreement as amended by the First Amendment and            further amended by the Second Amendment.

 

E.            On April 25, 2007, Borrower and Bank, executed and delivered that            certain Fourth Amendment to Revolving Credit and Security Agreement (the “Fourth            Amendment”) which added certain standby letters of credit terms to the Credit            Agreement as amended by the First Amendment and further amended by the Second Amendment            and further amended by the Third Amendment.

 

F.            The parties desire to make certain changes to the tents of the Credit            Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment            and the Fourth Amendment, as described herein.

 

**NOW, THEREFORE**, in consideration of the            agreements set forth herein and other good and valuable consideration, the Bank and the            Borrower hereby agree as follows:

 

1.            **Definitions.**All capitalized terms used            herein shall havethe same meanings as used in the Credit Agreement, unless otherwise            defined in this Fifth Amendment and the rules of construction set forth in the Credit            Agreement shall apply to this Fifth Amendment. Any reference herein to the Credit            Agreement shall mean the Credit Agreement as amended by the

 

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First Amendment, the Second Amendment, theThird Amendment, the            FourthAmendment, and this Fifth Amendment.

 

| 2. | **Amendments**. |
|----|-----------------|

 

|   | (A) | Borrower. The definition of                            Borrower as noted in the first sentence of the first paragraph of the                            Credit Agreement is hereby amended and restated to read as                            follows; |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

“**AUTOINFO,            INC.**, a Delaware corporation,**SUNTECK TRANSPORT CO., INC.**, a Florida            corporation and**SUNTECK TRANSPORT CARRIERS, INC. F/K/A SUNTECK            TRANSPORT & LOGISTICS, INC.**, a Florida corporation            (collectively, the “Borrower”),”

 

|   | (B) | Maximum Loan Amount. The                            definition of Maximum Loan Amount in Exhibit Ito the Credit Agreement                            is hereby amended and restated to read as follows: |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

“Maximum Loan            Amount” means Nine Million Dollars            ($9,000,000).”

 

|   | (C) | Termination Date. The                            definition of Termination Date in Exhibit 1 to the Credit Agreement is                            hereby amended and restated to read as follows: |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

“Termination            Date” means June 30, 2009 (unless extended in writing            by Bank).”

 

|   | (D) | Borrowing Base. The                            definition of Borrowing Base in Exhibit 1 to the Credit Agreement is                            hereby amended and restated to read as follows: |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

“Borrowing            Ease” means at any time the sum of (i) up to eighty            percent (80%) of the total amount of Eligible Accounts, plus (ii) eighty percent (80%)            of Unbilled Deliveries, less the amount of any Reserves required by            Bank.”

 

|   | (E) | Unbilled Deliveries. The                            definition of Unbilled Deliveries shall be added in Exhibit 1 to the                            Credit Agreement to read as follows: |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

    “Unbilled            Deliveries” means services that are provided to            customers that are completed but unbilled as of month end.”

 

|   | (F) | Eligible Accounts. The                            definition of Eligible Accounts in Exhibit 1 to the Credit Agreement is                            hereby amended and restated to read as follows; |
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  “Eligible            Account” means all Accounts evidenced by an invoice            (valued at the face amount of such invoice, less maximum discounts, credits and            allowances which may be taken by Account Debtors on such Accounts, and net of any sales            tax, finance charges or late payment charges or included in the invoiced amount)            created or acquired by Borrower arising from the sale of Inventory and/or the provision            of certain services in Borrowers ordinary course of business (as approved by Bank) in            which Bank has a first priority, perfected security interest (subject only to Permitted            Liens), but excluding (a) Accounts outstanding for longer than sixty (60) days from the            date of original invoice; (b) all Accounts owed by an Account Debtor if more than fifty            percent (50%) of the Accounts

             

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owed by such Account Debtor to Borrower are deemed ineligible hereunder;            (c) Accounts owing from any Affiliate of Borrower; (d) Accounts owed by a creditor of            Borrower to the extent of the amount of the indebtedness of Borrower to such creditor;            (e) Accounts which are in dispute or subject to any counterclaim, contra-account or            offset; (f) Accounts owing by any Account Debtor which is not Solvent; (g) Accounts            arising from a sale on a bill-and-hold, guaranteed sale, sale-or-return,            sale-on-approval, consignment or similar basis or which is subject to repurchase,            return, rejection, repossession, loss or damage; (h) Accounts owed by an Account Debtor            located outside of the continental United States of America, except for Accounts owed            by an Account Debtor located in any province or territory of Canada, unless in            Bank’s sole and absolute discretion, such Account is supported by a letter of            credit or credit insurance assigned to Bank and which is issued by a financial            institution and in an amount which is acceptable to Bank in its sole and absolute            discretion; (1) Accounts owed by the United States of America or other governmental or            quasi-governmental unit, agency or subdivision unless Borrower shall have complied with            all applicable federal and state assignment of claims laws, provided that Accounts of            the Army Air Force Exchange Services (AAFES) shall be eligible; (j) Accounts as to            which the goods giving rise to the Account have not been delivered to and accepted by            the Account Debtor or the service giving rise to the Account has not been completely            performed or which do not represent a final sale; (k) Accounts for which the total            amounts owed thereunder by an Account Debtor (together with its Affiliates) exceeds a            credit limit established by Bank in its sole and absolute discretion (to the extent of            such excess); (I) Accounts evidenced by a note or other instrument or chattel paper or            reduced to judgment; (m) Accounts for which the total of all Accounts from an Account            Debtor (together with the Affiliates of the Account Debtor) exceed ten percent (10%) of            the total Accounts of Borrower (twenty percent (20%) with respect to Megasys, Inc.,            unless a higher concentration limit is approved by Bank in its sole and absolute            discretion) (to the extent of such excess); (xi) Accounts which, by contract,            subrogation, mechanics’ lien laws or otherwise, are subject to claims by            Borrowers creditors or other third parties or which are owed by Account Debtors as to            whom any creditor of Borrower (including any bonding company) has lien or retainage            rights; (o) Accounts of the type described in Exhibit 1. lB (if any) and any and alt            other Accounts the validity collectibility, or amount of which is determined in good            faith by Borrower or Bank to be doubtful; (p) Accounts owed by an Account Debtor which            is located in a jurisdiction where Borrower is required to qualify to transact business            or to file reports, unless Borrower has so qualified or filed; (q) Accounts owed by an            Account Debtor who disputes the liability therefor, (r) Accounts owed by an Account            Debtor that shall be the subject of any proceeding of the type described in Section            8.1(e) or (f); and (s) any Account to the extent such account debtor has an obligation            to the Borrower under a promissory note or other contract which represents a converted            prior Account due from such account debtor to Borrower, or**(t)**any other any other Account which Bank            otherwise in its sole and absolute discretion deems to be ineligible. No Account shall            be an Eligible Account if any representation, warranty or covenant herein relating            thereto shall be untrue, misleading or in default. Bank may determine, on a daily            basis, whether any Account constitutes an Eligible Account, and if an Eligible Account            subsequently becomes ineligible its ineligibility shall be immediate.”

 

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|   | (G) | Borrowing Base Certificate.                            Section 5.6(a) of the Credit Agreement is hereby amended and restated                            to read as follows: |
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“(a)Periodic Borrowing Base            Information. Within twenty(20) days of the end of each month            (or more frequently if required by Bank), a completed Borrowing Base Certificate in            such form as Bank shall require (a “Borrowing Base Certificate’). Each            Borrowing Base Certificate shall be certified by the chief financial officer or            president of Borrower to be accurate and complete and in compliance with the terms of            the Loan Documents. Bank shall accept the following form of Borrowing Base Certificate            until it notices Borrower otherwise: (a) for months which do not end on a calendar            quarter end, Borrower shall deliver to Bank a Borrowing Base Certificate in the form of            the attached Exhibit “A”, which includes an accounts receivable aging and            inventory report and complete the Borrowing Base Certificate using the following            calculation: total of all Eligible Accounts plus Unbilled Deliveries multiplied by            80%,lessamount of any Reserves            required by Bank, and (b) for months ending on calendar quarter ends, Borrower shall            deliver to Bank a Borrowing Base Certificate in the form of the attached Exhibit            “B”, which includes (i) an accounts receivable report in a form approved by            the Bank (an “Accounts Receivable Report’) which shall include the amount            and age of each Account, the name and mailing address of each Account Debtor, a            detailing of all credits due such Account Debtor by Borrower stated in the number of            days which have elapsed since the date each such credit was issued by Borrower, and            such other information as Bank may require in order to verify the Eligible Accounts,            all in reasonable detail and in form acceptable to Bank, (ii) a report reconciling (x)            the Accounts of Borrower as set forth on the Accounts Receivable Report attached to the            Borrowing Base Certificate to (y) the aggregate Accounts set forth in the financial            statements delivered to Bank pursuant to Section 5.6(b) (which shall be based upon            Borrowers general ledger).”

 

|   | (H) | Unbilled Deliveries Report.                            A new subsection (i) shall be added to Section 5.6 of the Credit                            Agreement titled “Financial                            Information” and shall read as                            follows: |
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“(i)Unbilled Deliveries            Report. Within twenty (20) days of the end of each month (or            more frequently if required by Bank, Borrower shall deliver to Bank an Unbilled            Deliveries Report (using the definition for Unbilled Deliveries set forth in Exhibit 1)            in reasonable detail and in form acceptable to Bank.”

 

|   | (I) | Standby Letters of Credit.                            The tint sentence of Section 2.10(a) of the Credit Agreement is hereby                            amended and restated to read as follows: |
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“At its discretion, Bank may from time to time issue, extend or            renew standby letters of credit for the account of Borrower or its Subsidiaries up to a            maximum aggregate amount of $1,000,000.”

 

3.             **Effectiveness.**The effectiveness of this            Fifth Amendment shall be subject to the prior or concurrent satisfaction of each of the            conditions precedent set forth in thisSection            3:

 

|   | a. | Delivery of Documents. The                            Bank shall have received counterparts of the following documents                            executed by the Borrower and dated as of the date hereof: |
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|   | (i) | this Fifth Amendment; |
|--------|-----|-----------------------|

|   | (ii) | that certain Fourth Renewal Revolving Promissory Note                            dated of even date herewith; and |
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|   | (iii) | such documents, certificates, affidavits and                            acknowledgments as may be reasonably required by the. Bank to                            consummate the transaction contemplated by this Fifth                            Amendment. |
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|   | b. | Other Conditions Precedent.                            Borrower shall pay all of Banks reasonable attorneys’ fees and                            costs incurred in connection with the transaction contemplated by this                            Fifth Amendment. Borrower shall pay to Bank that certain commitment fee                            in the amount of $12,500.00. |
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4**.**            **No Event of Default/ Representations and            Warranties**. The Borrower certifies to the Bank that Borrower            has kept, observed, performed and fulfilled each and every covenant, provision and            condition of the Credit Agreement and each other Loan Document to which Borrower is a            party on its part to be performed and that no Event of Default has occurred with            respect to Borrower under the Credit Agreement or any other Loan Document to which            Borrower is a party. The Borrower further certifies to Bank that, both immediately            before and after giving effect to this Fifth Amendment, the representations and            warranties set forth in Article 4 of the Credit Agreement with respect to the Borrower,            are me and correct in all material respects on and as of the date of this Fifth            Amendment.

 

5***.***            **Credit Agreement Confirmed**. This Fifth            Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit            Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and            every respect.

 

| 6. | **Miscellaneous**. |
|----|--------------------|

 

a.             Invalidity. In the event that any one or            more of the provisions contained in this Fifth Amendment shall, for any reason, be held            invalid, illegal or unenforceable in any respect, such invalidity, illegality or            unenforceability shall not affect any other provision of this Fifth            Amendment.

 

b.            Counterpart. This Fifth Amendment may be            executed in several counterparts, and itshall not be necessary that the signatures of            all parties hereto be contained on any one counterpart hereof; each counterpart shall            be deemed an original, but all of which together shall constitute one and the same            instrument.

 

c.             Reference. From and after the effective            date hereof, all references to the Credit Agreement shall be deemed to be references to            the Credit Agreement as amended by this Fifth Amendment.

 

d**.**            Governing Law. This Fifth Amendment shall            be governed by and interpreted and enforced in accordance with the laws of the State of            Florida.

 

[Signature page to follow]

 

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**IN WITNESS WHEREOF**, the parties hereto have            caused this Fifth Amendment to be duly executed and delivered as of the date first            above written.

             

|   | **“BANK”** |
|--------|------------------------|

 

Wachovia Bank, National Association

             

By:/s/Robin B. Henderson

|   | Name: | Robin B. Henderson |
|--------|-------|--------------------|

|   | Title: | Senior Vice President |
|--------|--------|-----------------------|

 

 

|   | **“BORROWER”** |
|--------|----------------------------|

 

|   | AutoInfo, Inc. |
|--------|----------------|

             

By:/s/Harry M. Wachtel

|   | Name: | Harry M. Wachtel |
|--------|-------|------------------|

|   | Title: | President |
|--------|--------|-----------|

 

Sunteck Transport Co., Inc.

 

By:/s/ Harry M. Wachtel

|   | Name: | Harry M. Wachtel |
|--------|-------|------------------|

|   | Title: | President |
|--------|--------|-----------|

 

Sunteck Transport Carriers, Inc.

f/k/a Sunteck Transport & Logistics, Inc.

             

By:/s/ Harry M. Wachtel

|   | Name: | Harry M. Wachtel |
|--------|-------|------------------|

|   | Title: | President |
|--------|--------|-----------|

 

 

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