TERM PROMISSORY NOTE

Exhibit 10.3

TERM PROMISSORY NOTE
(Floating Rate)

On September 30, 2009 (the “Maturity Date”), for value received, PROLINK HOLDINGS CORP., a Delaware corporation and PROLINK SOLUTIONS, LLC, a Delaware limited liability company (individually and/or collectively as the context requires, “Borrower”), jointly and severally, promise to pay to the order of COMERICA BANK or its successor-in-interest (“Lender”), at its office at 75 East Trimble Road, San Jose, California 95131, or at such other place as Lender may from time to time designate in writing, the principal sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), or so much thereof as may be advanced from time to time, together with interest from the date of disbursement computed on the principal balances hereof from time to time outstanding, adjusted daily to the rate which is one percent (1.0%) per annum in excess of the Base Rate of interest (as herein defined) being charged by Lender (“Note”). For the purpose of this Note, the Base Rate is that rate so announced by Lender as its “base rate” from time to time and which serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. The interest rate payable hereunder shall fluctuate with any change in the Base Rate, and such fluctuation in the interest rate shall be effective on the effective date of each and every change in the Base Rate as, from time to time, announced by Lender at its corporate headquarters in Detroit, Michigan. The interest rate charged herein is further subject to the rate reduction provisions of Section 2.3 of that certain Loan and Security Agreement dated of even date herewith (the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.

Commencing on December 1, 2006 and on the same day of each successive month thereafter, Borrower shall make a principal payment of $52,083.33, plus accrued interest with a final payment of all outstanding principal plus accrued interest on the Maturity Date. Interest shall be computed daily based upon a three hundred sixty (360) day year for the actual number of days elapsed. Should interest not be paid when due, it shall become part of the principal and thereafter bear interest as herein provided.

In addition to the regularly scheduled principal payments provided above, if Borrower (a) is unable to maintain cash or cash equivalents on its balance sheet of a minimum of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.000) as of the end of each fiscal quarter of Borrower’s fiscal year and/or (b) an Event of Default shall have occurred during such fiscal year, Borrower shall pay within ten (10) days of delivery to Lender of Borrower’s fiscal year end statements, pursuant to Section 6.11(b) of the Loan Agreement, thirty percent (30%) of

Excess Cash Flow as an additional principal payment. This payment shall be applied, in inverse order of maturity, to the principal balance outstanding under this Note.

Should default be made in the payment of principal or interest when due after the expiration of any applicable notice and opportunity to cure periods, or in the performance or observance when due of any term, covenant or condition of any deed of trust, security agreement or other agreement (including amendments and extensions thereof) securing or pertaining to this Note, after the expiration of any applicable notice and opportunity to cure periods, then, at the option of Lender hereof and without notice or demand, the entire balance of principal and accrued inter