ASSIGNMENT OF LEASE

This Assignment of Lease (this “Assignment”) is made and entered into effective on May 16, 2008 (the “Effective Date”), by and between ProLink Solutions, LLC, d/b/a ProLink Capital (the “Assignor,” or “ProLink”) and FOC Financial Limited Partnership (the “Assignee”).

Assignor is the lessor under that certain Lease Agreement dated April 3, 2008, by and between Assignor and PACAF, a copy of which is attached to this Agreement as Exhibit “A” (the “Lease”).

Under the Terms of the Lease, the Golf Course and Assignor have entered into and Assignor has agreed to provide installation, service, support and maintenance of the ProLink System during the term of the Lease.

Assignor desires to assign the Assignor’s rights under the Lease to Assignee on the terms and conditions set forth in this Assignment.

Now, therefore, in consideration of the sum of One Million Seven Hundred Sixty One Thousand Dollars ($1,761,000) (Purchase Price), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Background . The parties agree and acknowledge that the Background section is true in all respects and shall be incorporated into this Agreement by reference.

2.   Assignment . Assignor hereby assigns and transfers to Assignee, Assignor’s rights under the Lease, including, but not limited to the following: (i) to receive all of the fees and payments due under the Lease and pay for play amount, commencing upon the Commencement Date (as defined in the Lease); (ii) to enforce the Lease in the event that Prolink fails to do so on Assignees behalf; (iii) to bill and collect all fees from the Golf Course in the event that Prolink fails to do so on Assignees behalf. (iv) to receive the proceeds of the insurance required under the Lease or otherwise provided to cover loss of the ProLink System which is the subject of the Lease and liability thereunder; (v) to consent to any assignment by the Golf Course, and to recover any damages for the Golf Course’s breach of the Lease in the event that Prolink fails to do so on Assignees behalf; (collectively, the “Lease Rights”).

Notwithstanding anything herein to the contrary, Assignor and/or ProLink Solutions, hereby acknowledge and agree that Assignor and/or ProLink Solutions retains all obligations of the manufacturer under the Lease other than those specifically assigned to the Assignee and agrees to fulfill said obligations under the Lease, including, but not limited to operating, maintaining, repairing and replacing the ProLink System, including installation of the System according to the terms of the Agreement, defending patent suits against the Golf Course, providing software and hardware upgrades to the ProLink System in accordance with the Service Agreement, removing the ProLink System if authorized under the Service Agreement and approved by Assignee. Provided ProLink Solutions is fulfilling its obligations under the Lease, a fee of $20.00 per month, per cart, shall be paid to ProLink Solutions following receipt of the monthly lease payment by Assignee.

3.   Indemnification . Assignor does hereby indemnify and hold Assignee harmless from any liability claims relative to the Lease, except those arising out of Assignee’s gross negligence or willful misconduct.

Assignor does hereby covenant and agree that Assignor shall, upon Assignee’s request, enforce the rights of Assignee and/or Assignor under the Lease, defend any claims against Assignee or Assignor under the Lease, and defend any patent suits against the Golf Course, Assignee and/or Assignor, all at Assignor’s sole expense; however, Assignor shall consult with Assignee and obtain Assignee’s consent, which shall not be unreasonably withheld, prior to finalizing any action which may affect Assignee. Assignor does hereby covenant and agree to pay any expenses incurred by Assignee, including attorneys’ fees, paralegals’ fees, legal assistants’ fees and costs, in enforcing the rights of Assignee and/or Assignor under the Lease, defending any claims against Assignee or Assignor under the Lease, and defending any patent suits against the Golf Course, Assignee and/or Assignor.

4.   Lease Payments . The parties acknowledge and agree that effective as of the date of this Assignment, all future payments due under the Lease shall be payable for the benefit of Assignee. On or before the 7 ^th day of each month, ProLink will (i) provide Assignee a report identifying the number of rounds played at the Golf Course and the applicable usage fee per round (ii) send an invoice to the Golf Course for the fees due for the preceding month and (iii) upon written request of Assignee cause the future payments due to be remitted to an account designated by the Assignee.

5.   Payment Allocation .   The parties agree that the fees collected monthly will be allocated as follows: (i) all fees collected during the twelve month period commencing July1, 2008 through June 30, 2009 will be paid first to Assignee up to $499,864 (Priority Annual Payment) then second to Prolink for service and maintenance fees in an amount equal to $20 per cart per month; any excess will be shared equally between Assignor and Assignee.(ii) All fees collected during all subsequent twelve month period commencing July 1, 2009 will be paid first to Assignee in an amount equal $499,864 plus any unpaid Priority Annual Payment from any previous twelve month period then second to Prolink for any unpaid service and maintenance fees in previous twelve month period plus an amount equal to $20 per cart per month for the current twelve month period; any excess will be shared equally between Assignor and Assignee. Prolink will provide the Assignee with a monthly statement computing the Assignees Unrecovered Investment. For purposes of this Agreement “Unrecovered Investment” will be equal to the Purchase Price less all net payments received by the Assignee plus a return equal to 15% PA.

6.   Remarketing .   In the Event that the Lease is cancelled by the Golf Course and any units are returned by the Golf Course, Prolink agrees to remarket this equipment to it’s next customer purchasing used equipment and to remit the proceeds of the sale to the Assignee up to the amount of its un recovered investment. Prolink also agrees that it will remarket any equipment returned after 28 months following the date of this Agreement