SECURITY AGREEMENT

This Security Agreement (this “ Agreement ”) is entered into as of October 14, 2009 by and between MIDAS MEDICI GROUP HOLDINGS, INC., a Delaware corporation (“Midas Medici”), UTILIPOINT INTERNATIONAL, INC., a New Mexico corporation (“Utilipoint”) (Midas Medici and Utilipoint, collectively, the “ Borrower ”), on the one hand, and PROFICIO BANK, a Utah corporation (the “ Lender ”), on the other hand.

A.   Borrower desires to borrow funds from the Lender.

B.   As a condition precedent to making a revolving loan to Borrower pursuant to that certain Revolving Loan Agreement by and between and among Borrower and Lender of even date herewith (the “ Loan Agreement ”), the Lender has required Borrower to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1.   Creation of Security Interest .  In order to secure the payment and performance of the Secured Obligations (as defined below), the Borrower hereby assigns, pledges and grants to the Lender, a security interest in all of the following of their respective properties and assets, in each case whether now owned or hereafter acquired and wherever located (collectively, the “ Collateral ”):

All property and assets of the Borrower of every nature and kind whatsoever, including, without limitation, all machinery, equipment and supplies, appliances, computers and related equipment, tools, tooling, furniture, furnishings, fixtures, goods, inventory, raw materials, work in process, finished goods and materials owned by the Borrower, accounts, accounts receivable, general intangibles, names, trademarks, service marks, intellectual property, software, chattel paper, documents, instruments (whether negotiable or non-negotiable), deposit accounts, investment property, securities, securities entitlements, money, contract rights and rights to payment of every kind; and all products, additions, accessions, replacements and substitutions of or for any of the above-described collateral; and all books and records of the Borrower with respect to all such collateral; and all proceeds therefrom, including:  (i) whatever is now or hereafter receivable or received by Borrower upon the sale, exchange, collection or other disposition of any item of collateral, whether voluntary or involuntary, whether such proceeds constitute accounts, inventory, general intangibles, equipment, intellectual property or other assets; (ii) any such items which are now or hereafter acquired by the Borrower with any proceeds of any such collateral; and (iii) any insurance or payments under any indemnity, warranty or guaranty now or hereafter payable by reason of damage or loss or otherwise with respect to any item of collateral or any proceeds thereof.

2.   Secured Obligations .  For purposes of this Agreement, “ Secured Obligations ” shall mean any and all obligations, indebtedness and liabilities owed by Borrower to the Lender under the Loan Agreement and all amendments, modifications, extensions and renewals thereof.

3.   Representation and Warranties .  Borrower represents and warrants as follows:

(a)   Chief Executive Office .  Midas Medici’s chief executive office is located at 445 Park Avenue, 20 th Floor, New York, New York 10022.  Utilipoint’s chief executive office is located at 6000 Uptown Blvd., N.E., Suite 314, Albuquerque, NM 87110.

(b)   Existence and Power .  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.  Each Borrower has the power and authority to own its property and assets and to execute and deliver, and perform its obligations under, this Agreement.

(c)   Enforceability .  This Agreement has been duly authorized, executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms.

(d)   No Conflict .  The execution, delivery and performance of this Agreement by Borrower and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would constitute a default) under, its organizational documents or any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which Borrower is a party; or (ii) conflict with any law, order, rule or regulation of any court or any federal or state government, regulatory body or administrative agency, or any other governmental body having jurisdiction over Borrower or its properties.

(e)   Priority .  Borrower is the sole owner of the Collateral; the security interest created hereunder in the Collateral is a first priority, perfected security interest; there are no security interests, liens or encumbrances, or adverse claims of title to, or any other interest whatsoever in, the Collateral or any portion thereof except that created by this Agreement; and no financing statement, mortgage or deed of trust covering the Collateral or any portion thereof exists or is on file in any public office.

4.   Covenants .  Borrower covenants and agrees as follows:

(a)   Change in Address or Corporate Structure .  Borrower shall not change its name, identity, or corporate structure, move all or any portion of the Collateral or relocate its chief executive office or reincorporate in another state without the prior written consent of the Lender and the prior filing of a financing statement with the proper office and in the proper form to perfect or continue the perfection of the security interests (without loss of priority) created herein, which filing shall be satisfactory in form, substance and location to the Lender prior to such filing.

(b)   Payment of Taxes and Liens .  Borrower shall pay and discharge all taxes, assessments and charges or levies against the Collateral prior to the delinquency thereof.

(c)   No Transfer .  Borrower shall not sell, assign (by operation of law or otherwise), exchange or otherwise voluntarily or involuntarily transfer or dispose of all or any portion of the Collateral (other than in the ordinary course of business) or encumber, or hypothecate, or create or permit to exist any material lien, security interest, charge or encumbrance or adverse claim upon or other interest in all or any portion of the Collateral without the prior written consent of the Lender, except for liens for taxes not yet due and payable or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves are being maintained by Borrower, and those liens disclosed to Lender by Borrower in writing prior to the execution of this Agreement.

(d)   Operating and Deposit Accounts .  Bo