0000823579-07-000039 Sample Contracts

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 4th, 2007 • Auxilio Inc • Services-business services, nec • California

This Amended and Restated Loan and Security Agreement is entered into as of July 1, 2007 (this “Amended Loan Agreement” or this “Agreement”) 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 Schedule 1 hereto (together, the “Holders”).

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AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • September 4th, 2007 • Auxilio Inc • Services-business services, nec

This Amendment to Warrant to Purchase Common stock (this “Amendment”) is entered into as of July 1, 2007. Reference is made to the Warrant to Purchase Common Stock dated as of October 25, 2006 (the “Original Warrant”) made by AUXILIO, INC. (the “Company”) in favor of CAMBRIA INVESTMENT FUND, L.P., a California limited partnership (“Holder”), and the other Holders (as defined therein). As part of the consideration for the Holders entering into the Amended and Restated Loan and Security Agreement dated as of the date hereof, which, among other things extends the maturity date of the Original Principal (as defined therein), the Company agrees that all of the 750,000 Warrant Shares (as defined in the Original Warrant) shall all be fully vested as of the date hereof.

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