FIRST AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This First Amendment to
Amended and Restated Loan and Security Agreement (this
“ First
Amendment ”), effective as of April 20, 2008, is
entered into by and among AUXILIO, INC., a Nevada corporation
(“ Company
”), CAMBRIA INVESTMENT FUND, L.P., a California limited
partnership (“ CIF
” or the “ Holder
”) and the other holders listed on the signature page
hereto (together, the “ Holders
”). Capitalized terms used in this First
Amendment without definitions shall have the meanings set
forth in the Amended and Restated Loan and Security Agreement
dated as of July 1, 2007 (the “ Loan
Agreement ”) by and among the Company, CIF and
the other Holders.
RECITALS
A. Under
the terms of the Loan Agreement, the Holders loaned the
Company the Original Principal in the amount of $745,000, and
such Original Principal has a maturity date of May 1, 2008;
and
B. The
parties now wish to amend and modify the Loan Agreement to
extend the Original Principal Maturity Date thereunder, as set
forth herein.
NOW,
THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto do hereby
agree as follows:
1. The
Company and each Holder hereby agree that the definition of
“ Original
Principal Maturity
Date ” set forth in Section 1(a) of the Loan
Agreement shall be amended to be July 1, 2008.
2. The
Company agrees and acknowledges that, subject to the first
lien held by Laurus Master Fund, LTD, all security interests
and liens granted to the Holders
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