REVOLVING LOAN AGREEMENT

THIS REVOLVING LOAN AGREEMENT (this “Agreement) dated as of October 14, 2009 (the “Closing Date”), is made by and between and among MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (“Midas Medici”), and UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (“Utilipoint”) (Midas Medici and Utilipoint are hereinafter collectively referred to as “Borrower”) and PROFICIO BANK, a Utah corporation (“Bank”).

That for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises herein made, Bank and Borrower, intending to be legally bound, agree as follows:

Section 1.1                        Bank hereby agrees to lend to Borrower, and Borrower hereby agrees to borrow from Bank, upon the terms and conditions, set forth in this Agreement, the principal sum of up to Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Revolving Loan”).  Borrower’s obligation to repay the Revolving Loan and the interest thereon shall be evidenced by this Agreement and a Secured Revolving Promissory Note (the “Revolving Note”) in form and substance satisfactory to Bank.  Until the earlier of October 14, 2010 (the “Maturity Date”), or the occurrence of any Event of Default (as defined under Article 6 of this Agreement), Borrower may borrow hereunder, prepay the principal sum of such Revolving Loan in whole or in part without penalty, and re-borrow hereunder, so long as the aggregate unpaid principal balance of such loan does not exceed the Borrowing Base at such time.  Bank may require at any time that advances be made upon at least one (1) banking day’s notice to Bank.  Bank may also require at any time that advances be requested in writing on Bank’s loan request form.  Bank may disburse each advance by credit to Borrower’s account with Bank.  Interest on the Revolving Loan, calculated at the Applicable Interest Rate, shall be paid monthly in arears commencing on November 1, 2009, and continuing on the same day of each successive month thereafter through the Maturity Date, at which time all accrued but unpaid interest, together with any other amount due and payable hereunder shall be paid in full.  Principal payable on account of the Revolving Loan shall be payable by Borrower to Bank immediately upon the earliest of (i) the occurrence of an Event of Default which Bank elects to accelerate the maturity and payment of the Revolving Loan, or (ii) the Maturity Date;   provided, however, that if the principal balance of the Revolving Loan outstanding at any time shall exceed the Borrowing Base at such time, Borrower shall, promptly on demand, repay the Revolving Loan in an amount sufficient to reduce the aggregate unpaid principal amount of the Revolving Loan by an amount equal to such excess.

Each request for a Revolving Loan advance, if requested by Bank or required pursuant to Section 4.12, shall be accompanied by a complete and accurate borrowing base certificate (“Borrowing Base Certificate”) in the form attached hereto as Exhibit A , and shall be confirmed by Borrower with Bank by telephone; provided, that Bank shall at any time have the right to review and adjust, in the exercise of its reasonable discretion, any calculation set forth in the Borrowing Base Certificate (i) to reflect Bank’s reasonable estimate of declines in value of any of the Eligible Accounts described in such Borrowing Base Certificate, and (ii) to the extent such calculation is not in accordance with this Agreement.  Borrower shall make no more than one (1) request for Revolving Loan advances per business day.

Section 1.2                          Bank retains the right at any time, after the occurrence of an Event of Default which Event of Default is continuing, to notify Account debtors that Accounts have been assigned to Bank and to collect Accounts directly in its own name and to charge the reasonable collection costs and expenses, including reasonable attorneys’ fees, to Borrower.  Bank has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them.  For the purpose of computing interest hereunder, all items of payment received by Bank shall be deemed applied by Bank on account of the Revolving Loan (subject to final payment of such items) on the next Business Day after receipt by Bank of such items of payment in Salt Lake City, Utah.

Section 1.3                          In no event shall the amount of interest due and payable under this Agreement, the Revolving Note, or the Security Agreement (as defined in Section 2.1 below) exceed the maximum rate of interest allowed by applicable law and, in the event any such payment is made by Borrower or received by Bank, such excess sum shall be credited as a payment of principal (or, if no principal shall remain outstanding, shall be refunded to Borrower).  It is the express intent hereof that the Borrower not pay and Bank not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under applicable law.

Section 1.4                          Borrower shall pay Bank an origination fee equal to two percent (2.00%) of the amount of the Revolving Loan (i.e., Ten Thousand Dollars and No/100 ($10,000.00)) (the “Loan Origination Fee”) for the Revolving Loan.  Borrower previously paid Bank one-half of the Loan Origination Fee (i.e., $5,000.00) upon the execution of the commitment letter, which amount is non-refundable.  The remaining one-half of the Loan Origination Fee (i.e., $5,000.00) shall be paid by Borrower to Bank on the Closing Date and shall be deemed fully earned by Bank upon the execution of this Agreement.

Section 2.1                          The repayment by Borrower of its indebtedness under the Revolving Loan and the Revolving Note, and the performance by Borrower of all obligations under this Agreement shall be secured by (i) a security agreement (“Security Agreement”) that secures obligations so defined as to include the Revolving Loan or the Revolving Note, and by all property of Borrower in, or coming into, the possession, control or custody of Bank, or in which Bank has or hereafter acquires a lien, security interest, or other right, including, without limitation all accounts, inventory, furniture, fixtures, equipment, leasehold improvements, chattel paper, and general intangibles of Borrower and all proceeds thereof (individually and collectively, the “Collateral”).

Section 2.2                          Borrower shall execute and deliver, or shall cause to be executed and delivered, such documents relating to the Collateral as Bank may from time to time request.

Borrower represents and warrants to Bank as follows:

Section 3.1                          Each Borrower is a corporation duly organized and existing under the laws of its state of incorporation, and is qualified to do business in all jurisdictions in which it conducts its business, except where the failure to be so qualified is not reasonably likely to have a material adverse affect on such Borrower.

Section 3.2                          The execution and delivery by Borrower of, and the performance by each Borrower of its obligations under, this Agreement, the Revolving Note and the Security Agreement have been duly authorized by all requisite action on the part of Borrower and do not and will not (i) violate any provision of Borrower’s articles of incorporation, by-laws, or other organizational documents, any law or any judgment, order or ruling of any court or governmental agency, or (ii) be in conflict with, result in a breach of, or constitute, following notice or lapse of time or both, a default under any material indenture, agreement or other instrument to which Borrower is a party or by which either Borrower or any of its property is bound.

Section 3.3                          Each of this Agreement, the Revolving Note, and the Security Agreement is the legal, valid and binding obligation and agreement of Borrower, enforceable against the Borrower which executed it in accordance with its terms.

Section 3.4                          There are no pending or threatened actions or proceedings before any court or administrative or governmental agency that are reasonably likely to, individually or collectively, materially adversely affect the financial condition or business operations of Borrower.

Section 3.5                          Borrower has furnished to Bank financial statements which reflect fiscal year end dated December 31, 2008 (on Utilipoint) and interim statement dated June 30, 2009 (on Utilipoint) as well as June 30, 2009 (on Midas Medici) (collectively the “Financial Statements”), which Financial Statements are true and correct in all material respects. Such Financial Statements fairly and accurately present the financial condition of the applicable Borrower as of the dates indicated.  Since the dates of the latest Financial Statements referred to above, there has been no material adverse change in the financial condition, business, or operations of Borrower, and there exists no material contingent liability or obligation assertable against Borrower that is not identified and disclosed to Bank in the Financial Statements.

Section 3.6                          All federal, state and other tax returns of Borrower required by law to be filed have been completed in full and have been duly filed, and all taxes, assessments and withholdings shown on such returns or billed to Borrower have been paid, and Borrower maintains adequate reserves and accruals in respect of all such federal, state and other taxes, assessments and withholdings.  There are no assessments pending against Borrower for any taxes or withholdings, and Borrower knows of no basis therefor.

Section 3.7                          The obligations of Borrower under this Agreement and the Revolving Note are not subordinated in right of payment to any other obligations of Borrower.

Section 3.8                          Borrower possesses all permits, memberships, franchises, contracts, licenses, trademark rights, trade names, patents, and other authorizations necessary to enable it to conduct its business operations as now conducted, and no filing with, and no consent, permission, authorization, order or license of, any individual, entity, or governmental authority is necessary in connection with the execution, delivery, performance or enforcement of this Agreement or the Revolving Note.

Section 3.9                          No event has occurred and is continuing which is, or which with the giving of notice or lapse of time or both would be, an Event of Default of this Agreement.

Section 3.10                       Borrower has good and marketable title to all of its properties and assets including, without limitation, the Collateral and the properties and assets reflected in the above-described financial statement, unless disclosed in such financial statements.

Section 3.11                       Bank’s obligations to make the Revolving Loan and to enter into and perform its agreements under this Agreement are subject to the full and complete satisfaction of the following conditions precedent, including receipt and approval by Bank of the following agreements, documents and instruments, each in form and substance satisfactory to Bank, in each case as determined by Bank in its sole and absolute discretion on or before the Closing Date:

(a)   The representations and warranties by Borrower shall be correct in all respects on and as of the Closing Date (other than those that specifically relate to an earlier date).

All documentation evidencing the foregoing shall be in form and substance reasonably satisfactory to Bank and shall include consents from such third parties as Lender deems necessary or appropriate.

(c)   Bank shall have received a Letter of Comfort from Knox Lawrence International, LLC in form and substance reasonably satisfactory to Bank.

(d)   All reasonable out-of-pocket costs and expenses incurred by Bank (including, without limitation, fees, costs and expenses for Bank’s legal counsel) shall be paid by Borrower on or before the Closing Date.

(e)   Any and all obligations of Utilipoint under the Business Loan Agreement by and between Utilipoint and Bank of Albuquerque, dated January 6, 2009, have been paid in full.

Borrower covenants and agrees that, so long as it may borrow under this Agreement or so long as any indebtedness remains outstanding under the Revolving Loan or under the Revolving Note, Borrower shall:

Section 4.1                          Maintain its books, accounts and records in accordance with generally accepted accounting principles and upon reasonable prior notice to Borrower shall permit any person or entity designated in writing by Bank, during Borrower’s normal business hours, to visit and inspect any of its properties, books and financial records, and to make copies thereof and take extracts therefrom.

Section 4.2                          Pay and discharge all taxes, assessments, fees, withholdings and other governmental charges or levies imposed upon it or upon its income and profits, or upon any property belonging to it, prior to the date on which penalties attached thereto, unless the legality thereof shall be promptly and actively contested in good faith by appropriate proceedings.

Section 4.3                          Promptly notify Bank in writing of the occurrence of any Event of Default or of any pending or threatened litigation claiming damages in any amount seeking relief that, if granted, would materially adversely affect the financial condition or business operations of Borrower.

Section 4.4                          Maintain and keep in force insurance of the types and in amounts customarily carried in lines of business similar to Borrower’s, including, without limitation, fire, public liability, property damage, and worker’s compensation insurance, which insurance shall be carried with companies and in amounts reasonably satisfactory to Bank, and Borrower shall deliver to Bank from time to time at Bank’s request schedules setting forth all insurance then in effect and if applicable, certificates showing the Bank as loss payee or an additional insured thereunder.

Section 4.5                          Keep all its property in good repair and condition, ordinary wear and tear excepted, and from time to time make necessary repairs, renewals and replacements thereto so that Borrower’s property shall be fully and efficiently preserved and maintained.

Section 4.6                          Deliver to Bank (i) within forty-five (45) days after each quarter end, an internally prepared unaudited profit and loss statement and balance sheet of Borrower, and (ii) within one hundred-twenty (120) days after the end of each fiscal year end a profit and loss statement and balance sheet of Borrower, audited by the present independent certified public accountants of Borrower or by such other firm of independent public accountants as may be designated by Borrower and be reasonably satisfactory to Bank.

Section 4.7                          Maintain its existence in good standing in the state of its organization or incorporation and its qualification and good standing in all jurisdictions where such qualification is required under applicable law, and conduct its business in the manner in which it is now conducted subject only to changes made in the ordinary course of business.

Section 4.8                          Perform or take, on request of Bank, such action as may be necessary or advisable to perfect any lien or security interest in the Collateral or otherwise to carry out the intent of this Agreement.

Section 4.9                          Pay or reimburse Bank for any reasonable out-of-pocket expenses, including reasonable attorneys’ fees, incurred by Bank in preparing or enforcing this Agreement, the Revolving Note, the Security Agreement, and all other transaction documents, or in collecting the Revolving Loan and any other sums due under the Revolving Note or this Agreement after default by Borrower i