Exhibit
10.5


 


FOURTH AMENDMENT AND
MODIFICATION


TO LOAN AND SECURITY AGREEMENT


 


THIS FOURTH AMENDMENT AND
MODIFICATION TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is
made effective as of the 30th day of September, 2007, by and among INFOLOGIX SYSTEMS CORPORATION (formerly known as Info Logix Inc.),
a Delaware corporation (“Infologix”), OPT ACQUISITION LLC, a Pennsylvania limited liability
company (“Optasia”), EMBEDDED
TECHNOLOGIES, LLC, a Delaware limited liability company (“Embedded” and together with Infologix and Optasia, jointly,
severally and collectively “Borrowers” and
each a “Borrower”) and SOVEREIGN BANK (the “Bank”).


 


BACKGROUND


 


A.            Pursuant to that certain
Loan and Security Agreement dated March 16, 2006 by and among Borrowers and
Bank (as amended by that certain First Amendment and Modification to Loan and
Security Agreement dated August 25, 2006 (the “First
Amendment”), that certain Second Amendment and Modification to Loan
and Security Agreement dated October 31, 2006 (the “Second
Amendment”), that certain Third Amendment and Modification to Loan
and Security Agreement dated March 23, 2007 (the “Third
Amendment”) and as the same may hereafter be amended, modified,
supplemented or restated from time to time, being referred to herein as the “Loan Agreement”), Bank agreed, inter alia,
to extend to Borrowers the following credit facilities:  (i) a line of credit in the maximum principal
amount of Eight Million Five Hundred Thousand Dollars ($8,500,000.00), (ii) a
term loan in the original principal amount of One Million Five Hundred Thousand
Dollars ($1,500,000.00) and (iii) a term loan in the original principal amount
of One Million Dollars ($1,000,000.00).


 


B.            Borrowers have requested
and Bank has agreed to amend the Loan Agreement in accordance with the terms
and conditions contained herein.


 


C.            All capitalized terms
contained herein and not otherwise defined herein shall have the meanings set
forth in the Loan Agreement.


 


NOW, THEREFORE, intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.             New Term Loan C. The Loan Agreement is hereby amended by
adding the following as Sections 2.2B, 3.2B, 4.3B
and 4.3C thereto:


 


“2.2B      Term Loan C. Bank
shall lend to Borrowers and Borrowers shall borrow from Bank the aggregate
amount of Two Million Dollars ($2,000,000.00) (“Term Loan C”). Borrowers’ obligation to repay Term Loan C
shall be evidenced by Borrowers’ promissory note (the “Term Note C”) in the face amount of Two
Million Dollars ($2,000,000.00).”


 


“3.2B      Interest on Term Loan C.
Interest on the entire outstanding principal balance of Term Loan C will accrue
at the rate per annum which is equal to the Prime Based Term C Rate.”


 

















 


“4.3C      Principal Payments on Term Loan C. Borrowers will pay the principal of Term
Loan C in equal and consecutive monthly installments of Fifty-Five Thousand
Five Hundred Fifty-Five and 56/100 Dollars ($55,555.56) each, on the first day
of each calendar month commencing on March 1, 2008, and in one (1) final
payment of the remaining principal balance, plus all accrued and unpaid
interest thereon on March 16, 2011.”


 


2.             Definitions.


 


(a)           Contract Period.
Section 1.1(n) of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


 


“(n)         “Contract Period” means the period of time commencing on the
date hereof and continuing through and including March 16, 2011.”


 


(b)           Maximum Line Amount.
Section 1.1(bbb) of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


 


“(bbb)    “Maximum Line Amount” means an amount up to Eleven Million Dollars ($11,00,000.00).”


 


(c)           Net Income. Section 1.1(ccc) of the Loan Agreement is hereby deleted in its entirety and replaced
with the following:


 


“(ccc)     “Net Income” means income (or
loss) of Borrowers after income and franchise taxes and shall have the meaning
given such term by GAAP, provided that there shall be specifically excluded
therefrom (i) gains or losses from the sale of capital assets, (ii) net income
of any Person in which any Borrower has an ownership interest, unless received
by such Borrower in a cash distribution, (iii) any gains arising from
extraordinary items, and (iv) non-cash expenses related to options, all as
determined in accordance with GAAP on a consolidated basis.”


 


(d)           Prime Rate Advance.
Section 1.1(nnn) of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


 


“(nnn)    “Prime Rate Advance” means any Advance accruing interest at the
Prime Based Line Rate, the Prime Based Term Rate, the Prime Based Term B Rate
or the Prime Based Term C Rate.”


 


3.             Additional Definitions. Section 1.1
of the Loan Agreement is hereby amended by adding the following as Sections 1.1(l)A, 1.1(lll)C, 1.1(lll)D, 1.1(aaaa)B
and 1.1(bbbb)B thereto:


 


“(l)A                       “Cash Equivalents” means the aggregate of a Person’s (i) cash
on hand or in any bank or trust company, (ii) monies on deposit in any money
market accounts and (iii) treasury bills, certificates of deposit, commercial
paper and readily marketable 


 


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securities
traded on a nationally recognized exchange at current market value having, in
each instance, a maturity of not more than one hundred eighty (180) days.”


 


“(lll)C                      “Prime Based Term C Rate” means the Prime Rate, plus the Prime
Rate Term C Margin (such rate to change immediately upon any change in the
Prime Rate).”


 


“(lll)D                     “Prime Rate Term C Margin” means 150 basis points.”


 


“(aaaa)B                 “Term Loan C” shall have the meaning given such term in Section 2.2B hereof.”


 


“(bbbb)B               “Term Note C” shall have the meaning given such term in Section 2.2B hereof.”


 


4.             Line of Credit. The reference to “Eight Million Five
Hundred Thousand Dollars ($8,500,000.00)” set forth in Section
2.1 of the Loan Agreement is hereby deleted and replaced with “Eleven
Million Dollars ($11,000,000.00)”.


 


5.             Use of Proceeds. Section 2.3
of the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


 


“2.3         Use of Proceeds.
Borrowers agree to use Advances (other than Advances under Term Loan B and Term
Loan C) to refinance obligations of Borrowers to Silicon Valley Bank and for
proper working capital purposes. Borrowers agree to use Advances under Term
Loan B to repay certain obligations of Infologix to Cosmo DeNicola, Craig Wilensky, Richard Hodge, David Gulian and/or Albert
Ciardi, Jr. Borrowers agree to use Advances under Term Loan C to fund a portion
of the purchase price of the acquisition of substantially all of the assets of
Healthcare Informatics Associates, Inc.”


 


6.             Method of Advances. Section 2.4(b)
of the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


 


“(b)         Term Loan Advance. The entire principal amount of the Term
Loan shall be advanced on the date hereof. The entire principal amount of Term
Loan B shall be advanced on August 25, 2006. The entire principal amount of
Term Loan C shall be advanced on October 1, 2007.”


 


7.             Term Loan Payments. Section 4.3(a)
of the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


 


“(a)         Principal Payments on the
Term Loan. Subject to
the next succeeding sentence, Borrowers will pay the principal of the Term Loan
in (i) equal and consecutive monthly installments of Forty-One 


 


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Thousand
Six Hundred Sixty-Six and 66/100 Dollars ($41,666.66) each, on the first day of
each calendar month commencing on April 1, 2006 and continuing through and
including August 1, 2007, and (ii) one (1) final payment of the remaining
principal balance, plus all accrued and unpaid interest thereon on March 16,
2011. Notwithstanding the foregoing, in addition to any other rights or
remedies that Bank may have hereunder or under any of the other Loan Documents,
if at any time Bank does not have a lien against the Pledged Account, Borrowers
will pay the principal of the Term Loan in equal and consecutive monthly
installments of Forty-One Thousand Six Hundred Sixty-Six and 66/100 Dollars
($41,666.66) each, on the first day of each calendar month commencing on the
first day of the first calendar month following the date the Bank no longer
has  a lien against the Pledged Account
and one (1) final payment of the remaining principal balance, plus all accrued
and unpaid interest thereon on March 16, 2011.”


 


8.             Term Loan B Payments. Section 4.3A
of the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


 


“4.3A      Principal Payments on Term
Loan B. Subject to the
next succeeding sentence, Borrowers will pay the principal of Term Loan B in (a)
equal and consecutive monthly installments of Twenty-Seven Thousand Seven
Hundred Seventy-Seven and 78/100 Dollars ($27,777.78) each, on the first day of
each calendar month commencing on November 1, 2006 and continuing through and
including August 1, 2007, and (b) one (1) final payment of the remaining
principal balance, plus all accrued and unpaid interest thereon on March 16,
2011. Notwithstanding the foregoing, in addition to any other rights or
remedies that Bank may have hereunder or under any of the other Loan Documents,
if at any time Bank does not have a lien against the Pledged Account, Borrowers
will pay the principal of the Term Loan in equal and consecutive monthly
installments of Twenty-Seven Thousand Seven Hundred Seventy-Seven and 78/100
Dollars ($27,777.78) each, on the first day of each calendar month commencing
on the first day of the first calendar month following the dated Bank no longer
has a lien against the Pledged Account and one (1) final payment of the
remaining principal balance, plus all accrued and unpaid interest thereon on
March 16, 2011.”


 


9.             Excess Cash Flow. Section 4.3B
of the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


 


“4.3B      Excess Cash Flow. In
addition to the monthly Term Loan, Term Loan B and Term Loan C payments
required by the foregoing Sections 4.3, 4.3A and
4.3C, at Bank’s option, Borrowers shall pay to Bank, on an
annual basis contemporaneously with its delivery of the financial statements
required by Section 9.1 hereof and in any
event 


 


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no
later than ninety (90) days after the end of each fiscal year of Borrowers, an
amount equal to fifteen percent (15%) of Excess Cash Flow for the immediately
preceding fiscal year, which payment shall be applied to the regularly
scheduled payments of the Term Loan, Term Loan B and/or Term Loan C, as Bank’s
sole option, in the inverse order in which they are due.”


 


10.           Termination
of Line; Prepayment of Term Loans. Section 4.8 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


 


“4.8         Termination of Line; Prepayment of Term Loan, Term Loan B and/or Term
Loan C.


 


(a)           Right to Terminate. Borrowers may terminate the Line upon sixty
(60) days prior written notice to Bank.


 


(b)           Termination Fee. In the event that (i) the Line is
terminated by Borrowers for any reason, including without limitation prepayment
or refinancing of the Line with another lender or from any other source, or (ii)
an Event of Default occurs and the Line is terminated, Borrowers shall pay to
Bank a termination fee calculated as follows:


 


(1)           if
the termination date is on or prior to March 16, 2009, the termination fee will
be equal to one-half of one percent (.5%) of the sum of the (i) Maximum Line
Amount, plus (ii) the then outstanding principal balance of Term Loan, plus (iii)
the then outstanding principal balance of Term Loan B, plus (iv) the then
outstanding principal balance of Term Loan C; and


 


(2)           if
the termination date is after March 16, 2009, there will be no termination fee.


 


If
Borrowers request an extension of the Contract Period, Bank reserves the right,
inter  alia, to amend the termination fees for subsequent periods
as a condition of any extension of the Line, together with such other
conditions as Bank shall require.


 


In
the event Bank exercises its right to accelerate payments under Term Loan, Term
Loan B or Term Loan C following an Event of Default or otherwise, any tender of
payment of the amount necessary to repay all or part of Term Loan, Term Loan B
or Term Loan C made thereafter at any time by Borrowers, their successors or
assigns, or by anyone on behalf of Borrowers and any receipt by Bank of
proceeds of Collateral in payment of Term Loan, Term Loan B or Term Loan C
shall be deemed to be a voluntary prepayment and in connection therewith Bank
shall be entitled to receive the premium, if any required to be paid under the
foregoing prepayment restrictions.


 


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(c)           Term Loan, Term Loan B and
Term Loan C Co-Terminus with Line. In the event the Line is terminated for any reason including, without
limitation, as a result of an Event of Default, expiration of the Contract
Period, pre-payment by Borrowers or otherwise, the entire outstanding principal
balance of each of Term Loan, Term Loan B and Term Loan C, together with any
accrued and unpaid interest thereon and any other sums due pursuant to the
terms hereof shall be due and payable immediately.”


 


11.           Additional
Collateral.


 


(a)           Section 5 of the
Loan Agreement is hereby amended by adding the following as Section 5.2A thereto:


 


“5.2A      Pledged Account.
Borrowers shall grant Bank, as additional security for the Bank Indebtedness, a
security interest in certain investment property owned by Borrowers and
maintained with Bank in Account No. INF05268 (the “Pledged
Account”). If, at any time and from time to time, the value of the
Pledged Account, as determined by Bank in its reasonable discretion, is less
than Two Million Six Hundred Thousand Dollars ($2,600,000.00) (the amount by
which the value of the Pledged Account is less than Two Million Six Hundred
Thousand Dollars ($2,600,000.00) being referred to herein as a “Deficiency”), and the Borrowers do not deposit sufficient
investment property to reduce the Deficiency to $0 within three (3) Business
Days of written notice from the Bank that such Deficiency exists, the Bank
shall have the right to institute a reserve (a “Deficiency
Reserve”) against the Borrowing Base Amount in an amount equal to
the Deficiency.”


 


(b)           Notwithstanding anything to the contrary set forth in the Loan
Documents, including, without limitation, Section 5
of the Third Amendment, upon the occurrence of the Specified Events, Bank
shall  (i) not be obligated to release
its lien on the Pledged Account, except in its sole discretion and (ii)
continue to have the right to institute a Deficiency Reserve from time to time.
As used herein, “Specified Events” means, Bank’s
receipt of evidence that Borrowers have complied with the financial covenants
set forth in Section 8 of the Loan
Agreement for Borrowers’ fiscal year ending December 31, 2007, provided that no
Event of Default shall have occurred and be continuing.


 


12.           Financial
Covenants.


 


(a)           Minimum Annual Net Income. Section 8.1 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


 


“8.1         Minimum Annual Net Income.
Borrowers shall have Net Income of at least (a) negative $250,000.00 for the
six month period ending December 31, 2007 and (b) $500,000.00 for the twelve
month period ending December 31, 2008 and for each fiscal year of Borrowers
ending thereafter.”


 


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(b)           Minimum Quarterly Net Income. Section 8.2 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


 


“8.2         Minimum Quarterly Net Income. Borrowers shall have Net Income of at least
(a) negative $350,000.00 for the three month period ending September, 2007; (b)
$0 as of March 31, 2008 and as of the end of the first three (3) fiscal quarters
of Borrowers thereafter measured on a year-to-date basis.”


 


(c)           Fixed Charge Coverage Ratio. Section 8.3 of the Loan Agreement is hereby deleted and
replaced with the following:


 


“8.3         Fixed Charge Coverage Ratio. Borrowers shall maintain a Fixed Charge
Coverage Ratio of not less than (i) 1.0 to 1.0 for the six month period ending
December 31, 2007 and (ii) 1.2 to 1.0 as of the end of each fiscal quarter of
Borrowers ending thereafter, measured on a rolling four quarter basis.”


 


(d)           Minimum Cash Equivalents. Section 8 of the Loan
Agreement is hereby amended by adding the following as Section
8.6 thereto:


 


“8.6         Minimum Cash Equivalents. Borrowers shall have Cash Equivalents of at least Four Million
Dollars ($4,000,000.00) at all times.”


 


13.           Event
of Default. Section 13.1 of the Loan Agreement
is hereby amended by adding the following as Section
13.1(y) thereto:


 


“(y)         The existence of a Deficiency for a period of more than three (3)
Business Days following written notice from Bank to Borrower that such Deficiency
exists.”


 


14.           Permitted
Acquisitions. In
addition to the terms and conditions set forth in Section
10(b) of the First Amendment, Infologix shall not enter into any
acquisition (or series of acquisitions from persons who are Affiliates of each
other) with aggregate Acquisition Consideration equal to or exceeding Two
Hundred Thousand Dollars ($200,000.00) without the prior written consent of
Bank. Bank hereby consents to (i) the acquisition of substantially all of the
assets of Healthcare Informatics Associates, Inc. for Acquisition Consideration
in an amount not to exceed Sixteen Million Five Hundred Thousand Dollars
($16,500,000.00) in the aggregate; provided that cash Acquisition Consideration
for such acquisition shall not exceed Five Million Five Hundred Thousand
Dollars ($5,500,000.00) and (ii) the acquisition of substantially all of the
assets of, or all of the equity interests of BII for Acquisition Consideration
in an amount not to exceed Two Million Three Hundred Thousand Dollars
($2,300,000.00) in the aggregate, provided that cash Acquisition Consideration
for such acquisition shall not exceed One Million Two Hundred thousand Dollars
($1,200,000.00), inclusive of a cash escrow account in the amount of Two
Hundred Thousand Dollars ($200,000.00).


 


15.           Release
of Collateral at Bank’s Sole Discretion. Borrower hereby acknowledges and agrees that Bank shall have no
obligation to release its lien against all or any portion of the 


 


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Collateral
(including, without limitation, the Pledged Account) prior to the date on which
the Bank Indebtedness has been paid in full and Bank no longer has any
obligation, agreement or commitment to advance any sums to Borrowers. Bank’s
release of its lien against all or any portion of the Collateral prior to such
date shall be at the sole discretion of Bank.


 


16.           Conditions
Precedent. Bank’s
obligations hereunder are contingent upon receipt by Bank of the following,
each of which shall be in form and content satisfactory to Bank:


 


(a)           Promissory Notes. A fully executed amended and restated
promissory note in the face amount of Eleven Million Dollars ($11,000,000.00) (“Second A/R Note”) and a fully executed Term Note C.


 


(b)           Certificates and Resolutions. An officer’s certificate of each Borrower
certifying (i) the authorizing resolution of the board of directors, members or
managers, as applicable, of each Borrower to execute and perform the terms and
conditions of this Amendment and each of the documents execution in connection
herewith, (ii) the incumbency of the officers, board members, members or
managers, as applicable, of such Borrower, and (iii) that except as provided
for therein, there has been no change in the formation and governing documents
of such Borrower since the delivery of copies of such documents to Bank on
August 25, 2006, with respect to Optasia and Embedded, and November 29, 2006,
with respect to Infologix. If there has been a change in the formation and/or
governing documents of any Borrower, a copy of such formation and/or governing
document (along with all amendments and modifications thereto) shall be
delivered to Bank along with a certification from the applicable Borrower that
such document is a true and correct copy of the formation and/or covering
document through the date of such certificate.


 


(c)           Good Standing Certificates. A good standing certificate from the state
of incorporation of each Borrower certifying to the good standing and status of
such Borrower, good standing/foreign qualification certificates from all other
jurisdictions in which any Borrower is required to be qualified to do business.


 


(d)           Acquisition Documents. Copies of all items required to be
delivered to Bank pursuant to Section 10
of the First Amendment in connection with the acquisition of substantially all
of the assets of Healthcare Informatics Associates, Inc. (the “Proposed Acquisition”), including, without limitation (i)
copies of all documents, including all related schedules and exhibits, executed
and/or delivered in connection with the Proposed Acquisition; (ii) interim
financial statements of Healthcare Informatics Associates, Inc. prepared on a
cash basis for the period ended September 28, 2007 along with a certification
by Jay Roberts that such statements are materially correct and complete and (iii)
a subordination agreement regarding, inter alia, the
portion of the Acquisition Consideration represented by a promissory note
issued by Borrower to Healthcare Informatics Associates, Inc. and/or to be paid
after the closing date under the acquisition documents (the “Seller Subordination Agreement”).


 


17.           Post-Closing
Conditions. Borrower
shall deliver to Bank the following, within the time periods provided for
below, each of which shall be in form and content satisfactory to Bank:


 


(a)           On or prior to October 15, 2007, audited financial statements of
Healthcare Informatics Associates, Inc. for the fiscal year ended 2004, 2005
and 2006.


 


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(b)           On or prior to October 31, either (i) a control agreement for each
deposit account acquired by Borrower pursuant to the Proposed Acquisition (ii)
evidence that the assets in such accounts have been moved to Bank and such
accounts have been closed.


 


18.           Amendment
Fee. Upon execution of this
Amendment, Borrowers shall pay to Bank an amendment fee in the amount of Thirty
Thousand Dollars ($30,000.00) (the “Amendment
Fee”) which fee may be charged as a Line Advance or charged to any
bank account of any Borrower maintained with Bank. The foregoing Amendment Fee
is in addition to the interest and other amounts which Borrowers are required
to pay under the Loan Documents, and is fully earned and nonrefundable.


 


19.           Amendment/References. The
Loan Agreement and the Loan Documents are hereby amended to be consistent with
the terms of this Amendment. All references in the Loan Agreement and the Loan
Documents to (a) “Advance” shall include, without
limitation advances under Term Loan C; (b) “Bank Indebtedness”
shall include, without limitation, all of Borrowers obligations under and in
connection with Term Loan C; (c) “Collateral”
shall include, without limitation, the Pledge Account; (d) the “Line Note” shall mean the Second A/R Note; (e) the “Loan Agreement” shall mean the Loan Agreement as amended
hereby; (f) the “Loan Documents” shall include
this Amendment, Term Loan C Note, the Second A/R Note, the Seller Subordination
Agreement and all other instruments or agreements executed pursuant to or in
connection with the terms hereof; (g) “Loans” shall
include, without limitation, Term Loan C; and (h) “Note”
shall include, without limitation, the Term Loan C Note and the Second A/R
Note.


 


20.           Release. Each
Borrower and Guarantor acknowledges and agrees that it has no claims, suits or
causes of action against Bank and hereby remises, releases and forever
discharges Bank, their officers, directors, shareholders, employees, agents,
successors and assigns, and any of them, from any claims, suits or causes of
action whatsoever, in law or at equity, which any Borrower or Guarantor has or
may have arising from any act, omission or otherwise, at any time up to and
including the date of this Amendment.


 


21.           Additional
Documents; Further Assurances. Each Borrower
covenants and agrees to execute and deliver to Bank, or to cause to be executed
and delivered to Bank contemporaneously herewith, at the sole cost and expense
of such Borrower, the Amendment and any and all documents, agreements,
statements, resolutions, searches, insurance policies, consents, certificates,
legal opinions and information as Bank may reasonably require in connection
with the execution and delivery of this Amendment or any documents in
connection herewith, or to further evidence, effect, enforce or protect any of
the terms hereof or the rights or remedies granted or intended to be granted to
Bank herein or in any of the Loan Documents, or to enforce or to protect Bank’s
interest in the Collateral. All such documents, agreements, statements, etc.,
shall be in form and content acceptable to Bank in its reasonable discretion. Each
Borrower hereby authorizes Bank to file, at such Borrower’s cost and expense,
financing statements, amendments thereto and other items as Bank may reasonably
require to evidence or perfect Bank’s continuing security interest and liens in
and against the Collateral. Each Borrower agrees to join with Bank in notifying
any third party with possession of any Collateral of Bank’s security interest
therein and in obtaining an acknowledgment from the third party that it is
holding the Collateral for the benefit of Bank. Each Borrower will cooperate
with Bank in obtaining control with respect to Collateral consisting of deposit
accounts, investment property, letter-of-credit rights and electronic chattel
paper.


 


22.           Further Agreements and Representations. Each Borrower does hereby:


 


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(a)           ratify, confirm and acknowledge that the statements contained in the
foregoing Background are true and complete and that, as amended hereby, the Loan
Agreement and the other Loan Documents are in full force and effect and are
valid, binding and enforceable against each Borrower and its assets and
properties, all in accordance with the terms thereof, as amended;


 


(b)           covenant and agree to perform all of such Borrower’s obligations under
the Loan Agreement and the other Loan Documents, as amended;


 


(c)           acknowledge and agree that as of the date hereof, no Borrower has any
defense, set-off, counterclaim or challenge against the payment of any Bank
Indebtedness or the enforcement of any of the terms of the Loan Agreement or of
the other Loan Documents, as amended;


 


(d)           acknowledge and agree that all representations and warranties of each
Borrower contained in the Loan Agreement and/or the other Loan Documents, as
amended, are true, accurate and correct in all material respects on and as of
the date hereof as if made on and as of the date hereof;


 


(e)           represent and warrant that no Default or Event of Default exists;


 


(f)            covenant and agree that such Borrower’s
failure to comply with any of the terms of this Amendment or any other
instrument or agreement executed or delivered in connection herewith, shall
constitute an Event of Default under the Loan Agreement and each of the other
Loan Documents subject to any applicable notice and cure periods provided for
therein; and


 


(g)           acknowledge and agree that nothing contained herein, and no actions
taken pursuant to the terms hereof, are intended to constitute a novation of
any of the Notes, the Loan Agreement or of any of the other Loan Documents and,
except as specifically set forth in Section 1
of the First Amendment, Section 1
of the Second Amendment and Section 1
of the Third Amendment, does not constitute a release, termination or waiver of
any existing Event of Default or of any of the liens, security interests,
rights or remedies granted to the Bank in any of the Loan Documents, which
liens, security interests, rights and remedies are hereby expressly ratified,
confirmed, extended and continued as security for all Bank Indebtedness.


 


Each Borrower acknowledges
and agrees that Bank is relying on the foregoing agreements, confirmations,
representations and warranties of each Borrower and the other agreements,
representations and warranties of each Borrower contained herein in agreeing to
the amendments contained in this Amendment.


 


23.           Fees,
Cost, Expenses and Expenditures. Borrowers will pay
all of Bank’s reasonable expenses in connection with the review, preparation,
negotiation, documentation and closing of this Amendment and the consummation
of the transactions contemplated hereunder, including without limitation, fees,
disbursements, expenses and disbursements of counsel retained by Bank and all
fees related to filings, recording of documents, searches, environmental
assessments and appraisal reports, whether or not the transactions contemplated
hereunder are consummated.


 


24.           No
Waiver.
Nothing contained herein
constitutes an agreement or obligation by Bank to grant any further amendments
to the Loan Agreement or any of the other Loan Documents. Except as
specifically set forth in Section 1
of the First Amendment, Section 1
of the Second 


 


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Amendment
and Section 1 of the Third Amendment,
nothing contained herein constitutes a waiver or release by Bank of any Event
of Default or of any rights or remedies available to Bank under the Loan
Documents or at law or in equity.


 


25.           Inconsistencies. To the extent of any inconsistencies between
the terms and conditions of this Amendment and the terms and conditions of the
Loan Agreement or the other Loan Documents, the terms and conditions of this
Amendment shall prevail. All terms and conditions of the Loan Agreement and
other Loan Documents not inconsistent herewith shall remain in full force and
effect and are hereby ratified and confirmed by Borrowers.


 


26.           Binding
Effect.
This Amendment, upon due
execution hereof, shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


27.           Governing
Law.
This Amendment shall be
governed and construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to conflict of law principles.


 


28.           Severability. The
provisions of this Amendment and all other Loan Documents are deemed to be
severable, and the invalidity or unenforceability of any provision shall not
affect or impair the remaining provisions which shall continue in full force
and effect.


 


29.           Modifications. No
modification of this Amendment or any of the Loan Documents shall be binding or
enforceable unless in writing and signed by or on behalf of the party against
whom enforcement is sought.


 


30.           Headings. The
headings of the Articles, Sections, paragraphs and clauses of this Amendment
are inserted for convenience only and shall not be deemed to constitute a part
of this Amendment.


 


31.           Counterparts. This
Amendment may be executed in multiple counterparts, each of which shall
constitute an original and all of which together shall constitute the same agreement.


 


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IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound hereby, have caused this Amendment to be executed the day and year first
above written.


 


	
   

  	
  INFOLOGIX SYSTEMS CORPORATION

  (formerly known as Info Logix Inc.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David
  Gulian

  
	
   

  	
   

  	
    David Gulian,
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPT ACQUISITION LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David
  Gulian

  
	
   

  	
   

  	
    David Gulian,
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMBEDDED TECHNOLOGIES, LLC

  
	
   

  	
  By: INFO LOGIX INC., its sole
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David
  Gulian

  
	
   

  	
   

  	
    David Gulian,
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven
  Fahringer

  
	
   

  	
   

  	
    Steven
  Fahringer, Vice President

  



 


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[SIGNATURES CONTINUED FROM PRIOR PAGE]


 


The undersigned, intending
to be legally bound hereby, consents and agrees to the foregoing Fourth Amendment and Modification to
Loan and Security Agreement dated of even date herewith (the “Agreement”), and all terms thereof and
further agrees that (a) such Agreement shall in no way affect or impair the
undersigned’s obligations under that certain Surety Agreement from the undersigned to Bank dated November 29,
2006 (the “Surety”), that certain
Securities Account Pledge Agreement from the undersigned to Bank dated November
29, 2006 (the “Pledge Agreement”), or under any
other documents executed or delivered pursuant thereto or in connection
therewith; (b) all references in the Surety and the Pledge Agreement (i) to “Bank
Indebtedness” shall include, without limitation, all obligations of Borrowers
to Bank under Term Loan C and the Line (each as defined in and as increased by
the Agreement) and (ii) to the “Loan Agreement” shall include the Loan
Agreement (as defined in the Agreement) as amended by the Agreement, the First
Amendment, the Second Amendment and the Third Amendment (each as defined in the
Agreement); and (c) the terms of the Surety and Pledge Agreement are hereby
ratified and confirmed, all as of the date hereof.


 


	
   

  	
  INFOLOGIX,
  INC. (formerly known as

  New Age Translation, Inc.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Gulian

  
	
   

  	
   

  	
  David Gulian, President

  



 


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