Exhibit 10.4  EMPLOYMENT AGREEMENT  This EMPLOYMENT AGREEMENT is made and entered into as
of November 27, 2007 (the Effective Date),
by and between INFOLOGIX INC., a Delaware corporation (the Company), and ERIC M. RUBINO (Employee).  BACKGROUND  WHEREAS the Company provides mobile solutions and
support to the healthcare, pharmaceutical, retail, transportation, travel and
entertainment, supply chain/logistics, manufacturing and financial markets,
which solutions include, without limitation, the design, development and
manufacture of products, RFID and other software and proprietary technologies,
and systems integration services (the Business); and  WHEREAS the Company desires to employ Employee, and
Employee desires to enter into the employ of the Company, on the terms and
conditions contained in this Agreement. 
The Company and Employee each acknowledge and agree that the
confidentiality and non-competition agreements and other restrictive covenants
contained in Section 5 constitute essential elements of this
Agreement.  NOW THEREFORE, in consideration of the premises and
the mutual covenants and agreements contained in this Agreement and intending
to be legally bound, the parties hereto agree as follows:  SECTION 1.CAPACITY AND
DUTIES  1.1Employment; Acceptance of Employment.  The
Company employs Employee and Employee accepts employment by the Company for the
period and upon the terms and conditions set forth below.  1.2Capacity and Duties.  (a)Employee shall be employed by the Company generally as its Chief
Operating Officer and, subject to the supervision of the Chief Executive
Officer of the Company, shall perform such duties and shall have such authority
consistent with his position as may from time to time be specified by the Chief
Executive Officer.  Employee shall report
directly to the Chief Executive Officer and shall perform his duties for the
Company principally from the Companys headquarters in Hatboro, Pennsylvania,
except for periodic travel that may be necessary or appropriate in connection
with the performance of Employees duties set forth in this Agreement.  (b)Employee shall devote his full working time, energy, skill and best
efforts to the performance of his duties set forth in this Agreement, in a
manner that will comply with the Companys rules and policies and that will
faithfully and diligently further the business and interests of the Companyand its affiliates (as defined below) and shall not be
employed by or participate or engage in or be a part of in any manner the management
or operation of any business enterprise other than the Company and its
affiliateswithout the prior written consent of
the Board of Directors of the Company (the Board),
which consent may be


granted or withheld in the Boards sole discretion.  For purposes of this Agreement, affiliate means
any person or entity that is a subsidiary of, controlling or controlled by or
under common control with the Company.  SECTION 2.TERM OF EMPLOYMENT  2.1Term.  The term of Employees employment under this Agreement
shall be two years commencing on the Effective Date, as further extended or
unless sooner terminated in accordance with the other provisions of this
Agreement (the Term).  Except as hereinafter provided, on the second
anniversary of the Effective Date and on each subsequent anniversary thereof,
the Term shall be automatically extended for one year unless either party shall
have given to the other party written notice of termination of this Agreement
at least 30 days prior to such anniversary. 
If written notice of termination is given as provided above, Employees
employment under this Agreement shall terminate on the last day of the Term.  SECTION 3.COMPENSATION  3.1Basic Compensation.
As
compensation for Employees services, the Company shall pay to Employee a salary
at the annual rate of $225,000 (the Base Salary)
(prorated on the basis of the actual days of employment) payable in periodic
installments in accordance with the Companys regular payroll practices in
effect from time to time or at such higher annual rate as the Board shall from
time to time determine in its sole discretion.  3.2Incentive
Compensation.  During the Term
and subject to the discretion of the Board, Employee shall be eligible to
participate in the Companys bonus program with the ability to achieve an
annual bonus of up to 45% of the Base Salary as per the bonus programs guidelines
and based upon Employee and the Company meeting mutually agreed upon financial
and performance based objectives.  3.3Stock Options.  The Company shall, subject to the approval of
the Companys Board of Directors, grant to Employee options to purchase 300,000
shares of the Companys common stock under the Companys 2006 Equity
Compensation Plan at an exercise price of the per share fair market value as of
the date of the grant and upon the terms and conditions set forth in an option
agreement to be dated as of the date of such option grant between the Company
and Employee.  3.4Employee Benefits.  In addition to the compensation provided for
in Sections 3.1, 3.2, and 3.3, (a) Employee and his
dependents shall be entitled beginning on January 1, 2008 and for the
remainder of the Term to participate in the Companys medical, dental, life
insurance and disability insurance plans and such other of the Companys
employee benefit plans and benefit programs as may from time to time be
provided for other employees of the Company whose duties, responsibilities, and
compensation are reasonably comparable to those of Employee, and (b) Employee
shall be entitled during the Term to participate in the Companys 401(k) plan.  3.5Vacation.  During the Term, Employee shall be entitled
to vacation of fifteen days per calendar year (prorated on the basis of
the actual days of employment), during
which time his compensation shall be paid in full.  2


3.6Expense Reimbursement.  During the Term, the Company
shall reimburse Employee for all reasonable travel and entertainment expenses
incurred by him in connection with the performance of his duties in accordance
with the Companys policies and procedures as in effect from time to time upon
receipt of itemized vouchers and such other supporting information as the
Company may reasonably require.  SECTION 4.TERMINATION OF EMPLOYMENT  4.1Death of Employee.  Employees employment with the Company shall
immediately terminate upon his death, upon which the Company shall not
thereafter be obligated to make any further payments other than amounts
(including salary, bonuses, expense reimbursement, etc.) accrued under this
Agreement as of the date of Employees death.  4.2Disability of Employee.  In the event that Employee, in
the reasonable opinion of a physician selected by the Board, is or has been
substantially unable, due to his physical, mental or emotional illness or
condition, to substantially perform his duties for a period of 16 consecutive
weeks in any 18 month period or is deemed disabled under the Companys
disability insurance policy then in effect, then the Company shall have the
right to terminate Employees employment upon 30 days prior written
notice to Employee at any time during the continuation of such inability.  4.3Termination for Cause.  Employees employment with the
Company shall terminate immediately upon notice that the Company is terminating
Employee for cause (as defined below), in which event the Company shall not
be obligated to make any further payments to Employee other than amounts
(including salary, bonuses, expense reimbursement, etc.) accrued under this
Agreement as of the date of such termination. 
As used in this Agreement, cause shall
mean the following:  (i)commission of any act
of fraud or dishonesty in connection with Employees employment, or theft,
misappropriation or embezzlement of the Companys funds;  (ii)indictment for any
felony, crime involving fraud or misrepresentation, or for any other crime
(whether or not such felony or crime is connected with Employees employment)
the effect of which in the judgment of the Board is likely to adversely affect
the Company or its affiliates;  (iii)material breach of
Employees obligations under this Agreement;  (iv)repeated and consistent
failure of Employee to be present at work during normal business hours unless
the absence is because of a disability as described in Section 4.2;  (v)violation of any lawful
express direction of the Company or any violation of any rule, regulation,
policy or plan established by the Company from time to time regarding the
conduct of its employees and/or the Business, if such violation is not remedied
(if capable of remedy) by Employee within 15 days of receiving notice of such
violation from the Company;  3


(vi)gross incompetence or willful misconduct in the performance of, or
gross neglect of, Employees duties under this Agreement (after not less than
15 days prior written notice specifying deficiencies in performance);  (vii)disclosure or use of Confidential Information, as defined in Section 5.1,
other than as required in the performance of Employees duties under this
Agreement; and  (viii)Employees use of alcohol or any unlawful controlled substance to an
extent that it interferes materially with the performance of Employees duties
under this Agreement.  4.4Termination without Cause.  The Board in its sole
discretion may terminate Employees employment with the Company upon 30 days
prior written notice to Employee at any time.  4.5Termination for Good Reason.  The Employee may terminate his
employment with the Company in the event (i) Employees assignment
(without Employees consent) to a position, title, responsibilities, or duties
of a materially lesser status or degree of responsibility than the position,
responsibilities, or duties of Chief Operating Officer of the Company or
removal from his position as an executive officer of the Company, (ii) the
reduction of Employees base salary or bonus opportunity, except pursuant to a
reduction which also applies to the Companys other senior executives, or (iii) the
requirement that Employee report to any officer of the Company other than its
Chief Executive Officer; provided, however, that Employee must
have given written notice to the Company that Employee believes he has the
right to terminate employment for good reason, specifying in reasonable detail
the events comprising the good reason, and the Company fails to eliminate the
good reason within 15 days after receipt of the notice.  4.6Termination upon Change in Control.  (a)If Employee is not
offered employment by the Companys successor upon a Change in Control (as
defined below), or his employment is terminated during the first six months
thereafter, for any reason other than for Cause, Employee shall be entitled to
severance pay as provided in Section 4.7.  A Change in Control
of the Company shall be deemed to have occurred if:  (1)any sale, lease,
exchange, or other transfer (in one transaction or a series of related
transactions) of interest in the Company results in 50% or more of the
outstanding voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors being then
beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) by a party or parties who were not such owners of
outstanding voting securities of the Company immediately prior to such sale or
other disposition; provided, however, that a Change in Control
shall not be deemed to have occurred if the Company conducts a public offering
or enters into a private equity sale and a majority of the board of directors
of the resulting entity consists of individuals who were members of the board
of directors of the Company immediately prior to such transactions; or  4


(2)there shall occur (A) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the shares of the
Companys common stock would be converted into cash, securities, or other
property, other than a merger of the Company in which holders of the Companys
common stock immediately prior to the merger have the same proportionate
ownership of shares of common stock of the surviving corporation immediately after
the merger, or (B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of 50% or more of the assets
or earning power of the Company, other than to a corporation of which
immediately following such sale or other disposition more than 50% of the
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934) by all or substantially all of the
individuals and entities who were such owners of Common Stock immediately prior
to such sale or other disposition in substantially the same proportion as their
ownership immediately prior to such sale or other disposition of Common Stock.  4.7Severance Pay.  In the event that Employee is terminated
without Cause, for Good Reason, upon a Change in Control as provided in Section 4.6,
or by reason of disability, and provided that Employee signs a full release
agreement in favor of the Company, Employee shall be entitled to receive one
year of Employees Base Salary plus all earned and unpaid commissions and
bonuses.  In addition, the Company shall
continue to provide Employees medical and dental coverage then in effect for
Employee until the earlier of (i) one year following his termination date
or (ii) upon receipt by Employee of comparable benefits from an employer
or other source.  SECTION 5.RESTRICTIVE COVENANTS  5.1Confidentiality.  (a)Employee shall not, either during or after his employment with the
Company, directly or indirectly use, publish or otherwise disclose or divulge
to any third party any Confidential Information other than as required by law
or in the ordinary course of business. 
As used in this Agreement, Confidential Information
shall mean all confidential and proprietary information, technical data, trade
secrets or know-how of the Company, including, without limitation, any information
concerning customers (including customer lists), vendors, services, products,
product plans, processes, designs, research, developments, inventions,
formulas, technology, drawings, engineering, hardware configuration
information, pricing policies, business plans or records, any technical or
financial information or data, any information relating to the history or
prospects of the Company or any of its stockholders, or other business
information disclosed to Employee by the Company either directly or indirectly
in writing, orally or by drawings or Employees observation of parts or
equipment, unpublished information and all information and data that is not
generally known by the industry.  (b)Employee shall not, either during or after his employment with the
Company, directly or indirectly copy, reproduce or remove from the Companys
premises, except as may be necessary in the performance of Employees duties
under this Agreement in the ordinary course of business, any Confidential
Information (in any medium) or any Company documents, files or records
(including, without limitation, any invoices, customer  5


correspondence, business cards, orders,
computer records or software, or mailing, telephone or customer lists).  All such documents, files and records, and
all other memoranda, notes, files, records, lists and other documents made,
compiled or otherwise acquired by Employee in the course of his employment with
the Company are and shall remain the sole property of the Company and all
originals and copies thereof shall be delivered to the Company upon termination
of employment for whatever reason.  5.2Inventions and
Improvements.  Employee hereby
agrees to assign the entire right and interest without further consideration,
free from any claim, lien for balance due, or rights of retention to all
patents, trademarks, copyrights, and trade secrets, including without
limitation, writings, inventions, improvements, processes, procedures, ideas
and/or techniques which Employee may have made, conceived, discovered or
developed, or which Employee may make, conceive, discover or develop, either
solely or jointly with any other person or persons, at any time during the
Term, whether or not during working hours and whether or not at the request or
upon the suggestion of the Company, which (i) are related or relate to or
are useful in connection with any business previously, now or hereafter carried
on or contemplated by the Company, including developments or expansions of its
present fields of operations, (ii) resulted or result from any work
performed by Employee for the Company or any of its clients; or (iii) resulted
or result from the use of the premises or personal property (whether tangible
or intangible) owned, leased, or contracted for by the Company (collectively,
the Intellectual Property). If subject to
copyright, the Intellectual Property shall be considered a work made for hire
within the meaning of the Copyright Act of 1976, as amended (the Act).  Employee
agrees that he shall make full disclosure to the Company of all such writings,
inventions, improvements, processes, procedures and techniques, and shall do
everything necessary or desirable to vest the absolute title thereto in the
Company.  Employee shall write and
prepare all specifications and procedures regarding such inventions,
improvements, processes, procedures and techniques and otherwise aid and assist
the Company so that the Company can prepare and present applications for
copyright or letters patent therefor and can secure such copyright or wherever
possible, continuations, continuations-in-part, divisionals, reissues,
renewals, and extensions thereof, and can obtain the record title to such
copyright or patents so that the Company shall be the sole and absolute owner
thereof in all countries in which it may desire to have copyright or patent
protection. Employees obligations to assist Company shall survive termination
of this Agreement and continue until the expiration of the last available
protection obtained on the Intellectual Property developed during the
Employments term of employment. Employee shall not be entitled to any
additional or special compensation or reimbursement regarding any and all such
writings, inventions, improvements, processes, procedures and techniques.  If the Company is unable, after reasonable
effort, to secure Employees signature on any copyright or other analogous
protection relating to the Intellectual Property, whether because of Employees
physical or mental incapacity or for any other reason whatsoever, Employee
hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as Employees agent and attorney-in-fact, to act for and on
his behalf to execute and file any such application or applications and to do
all other lawfully permitted acts to further the prosecution and issuance of
letters patent, copyright, and other analogous protection with the same legal
force and effect as if personally executed by Employee.  5.3Noncompetition and Nonsolicitation. 
During the Term and for oneyear after any
termination of Employees employment for any reason, Employee shall not, for
his own benefit or the benefit of any other person or entity, directly or
indirectly, in any capacity (as an employee, officer, director, shareholder,
partner, agent, principal, independent  6


contractor, owner or otherwise) (i) engage
in or be financially interested in any business operation in the United States that
engages in whole or in part (A) in the Business or (B) in the
manufacture, assembly, design, distribution or marketing of any product or
equipment substantially similar to or in competition with any product or
equipment that at any time during the Term or the immediately preceding 12
month period has been manufactured, sold or distributed by the Company or any
product or equipment that the Company was developing during the Term or such 12
month period for future manufacture, sale or distribution or the provision of
any service substantially similar to or in competition with any service offered
by the Company at any time during the Term or such 12 month period or that the
Company was developing during the Term or such 12 month period; (ii) solicit,
or attempt to solicit  any customer of
the Company; (iii) solicit, or contact with a view to the engagement or
employment by, or hire any person or entity of any person who is an employee of
the Company; (iv) seek to contract with or engage (in such a way as to
adversely affect or interfere with the business of the Company) any person or
entity who has been contracted with or engaged to manufacture, assemble, supply
or deliver products, goods, materials or services to the Company; or (v) engage
in or participate in any effort or act to induce any of the customers,
associates, consultants or employees of the Company or any of its affiliates to
take any action that might be disadvantageous to the Company or any of its
affiliates; except that nothing in this Agreement shall prohibit Employee and
his affiliates from owning, as passive investors, in the aggregate not more
than 5% of the outstanding publicly traded stock of any corporation so
engaged.  The duration of Employees
covenants set forth in this Section shall be extended by a period of time
equal to the number of days, if any, during which Employee is in violation of
the provisions contained in this Agreement.  5.4Injunctive and Other Relief.  (a)Employee acknowledges that the covenants contained in this Agreement
are fair and reasonable in light of the consideration paid under this
Agreement, and that damages alone shall not be an adequate remedy for any
breach by Employee of any provision of Section 5 and accordingly
expressly agrees that, in addition to any other remedies that the Company may
have, the Company shall be entitled to injunctive relief in any court of
competent jurisdiction for any breach or threatened breach by Employee of any
of the covenants set forth in this Agreement. 
Nothing contained in this Agreement shall prevent or delay the Company
from seeking, in any court of competent jurisdiction, specific performance or
other equitable remedies in the event of any breach or intended breach by
Employee of any of his obligations under this Agreement.  (b)Notwithstanding the equitable relief available to the Company,
Employee, in the event of a breach of his covenants contained in Section 5,
understands that the uncertainties and delays inherent in the legal process
would result in a continuing breach for some period of time, and therefore,
continuing injury to the Company until and unless the Company can obtain such
equitable relief.  Therefore, in addition
to such equitable relief, the Company shall be entitled to monetary damages for
any such period of breach until the termination of such breach, in an amount
deemed reasonable to cover all actual and consequential losses, plus all monies
received by Employee as a result of said breach.  If Employee should use or reveal to any other
person or entity any Confidential Information, it will be considered a
continuing violation on a daily basis for so long a period of time as such
Confidential Information used by Employee or any such other person or entity.  7


(c)Employee agrees that
the territorial and time limitations set forth in Section 5 are
reasonable and properly required for the adequate protection of the business of
the Company and that in the event that any such territorial or time limitation
is deemed to be unreasonable by a court of competent jurisdiction, then
Employee agrees and submits to the reduction of either such territorial or time
limitation to such an area or period as such court shall deem reasonable.  SECTION 6.MISCELLANEOUS  6.1Arbitration.  (a)All disputes arising out of or relating to this Agreement that cannot
be settled by the parties shall promptly be submitted to and determined by a
single arbitrator in Montgomery County, Pennsylvania, pursuant to the rules and
regulations then existing of the American Arbitration Association; but nothing
in this Agreement shall preclude the Company from seeking, in any court of
competent jurisdiction, damages, specific performance or other equitable
remedies in the case of any breach or threatened breach by Employee of Section 5.  The decision of the arbitrator shall be final
and binding upon the parties, and judgment upon such decision may be entered in
any court of competent jurisdiction.  (b)Discovery shall be allowed pursuant to the intendment of the United
States Federal Rules of Civil Procedure and as the arbitrators determine
appropriate under the circumstances.  (c)The arbitrator shall be required to apply the contractual provisions of
this Agreement in deciding any matter submitted to it and shall not have any
authority, by reason of this Agreement or otherwise, to render a decision that
is contrary to the mutual intent of the parties as set forth in this Agreement.  6.2Prior Employment.  Employee represents and warrants that he is
not a party to any other employment, noncompetition or other agreement or
restriction that could interfere with his employment with the Company or his or
the Companys rights and obligations; and that his acceptance of employment
with the Company and the performance of his duties will not breach the
provisions of any contract, agreement, or understanding to which he is party or
any duty owed by him to any other person.  6.3Severability.  The invalidity or unenforceability of any
particular provision or part of any provision of this Agreement shall not
affect the other provisions or parts of this Agreement.  If any provision of this Agreement is
determined to be invalid or unenforceable by a court of competent jurisdiction
by reason of the duration or geographical scope of the covenants contained in
this Agreement, such duration or geographical scope, or both, shall be
considered to be reduced to a duration or geographical scope to the extent
necessary to cure such invalidity.  6.4Assignment.  No party may assign any of its rights or
delegate any of its obligations under this Agreement without the prior written
consent of the other parties to this Agreement, except that the Company may
assign this Agreement to any person or entity that may become a successor in
interest (by purchase of assets or stock, or by merger, or otherwise) to the
Company in the business or a portion of the business presently operated by
it.  Subject to  8


the foregoing, this Agreement and the rights
and obligations set forth in this Agreement shall inure to the benefit of, and
be binding upon, the parties and each of their respective permitted successors,
assigns, heirs, executors and administrators.  6.5Notices.  All notices, consents, waivers, and other
communications required or permitted by this Agreement shall be in writing and
shall be deemed given to a party when (a) delivered to the appropriate
address by hand or by nationally recognized courier service (costs prepaid); (b) sent
by facsimile with confirmation of transmission by the transmitting equipment;
or (c) received or rejected by the addressee, if sent by certified mail,
return receipt requested; in each case to the following addresses or facsimile
numbers and marked to the attention of the person (by name or title) designated
below (or to such other address or facsimile number, or person as a party may
designate in writing to the other parties):  (a)
  If to the Company:InfoLogix, Inc.101 E. County Line RoadSuite 210Hatboro, PA 19040Tel: (215) 604-0691Fax: (267) 681-0682Attention: Chief Financial Officer(b)
  If to Employee:Eric M. Rubino3400 Greene Countrie DriveNewton Square, PA 19073  A copy of any and all notices and other communications sent by
facsimile pursuant to this Section 6.5 shall also be sent by United
States mail to the appropriate address in accordance with this Section 6.5.  6.6Entire Agreement and Modification.  This Agreement constitutes the
entire agreement between the parties with respect to the matters contemplated
in this Agreement and supersedes all prior agreements and understandings with
respect to those matters.  Any amendment,
modification, or waiver of this Agreement shall not be effective unless in
writing.  Neither the failure nor any
delay on the part of any party to exercise any right, remedy, power or
privilege shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power, or privilege with
respect to any occurrence be construed as a waiver of any right, remedy, power,
or privilege with respect to any other occurrence.  6.7Governing Law.  This Agreement is made pursuant to, and shall
be construed and enforced in accordance with, the internal laws of the
Commonwealth of Pennsylvania (and United States federal law, to the extent
applicable), without giving effect to otherwise applicable principles of
conflicts of law of that or any other jurisdiction.  9


6.8Headings; Counterparts.  The headings of paragraphs in
this Agreement are for convenience only and shall not affect its
interpretation.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an
original and all of which, when taken together, shall be deemed to constitute
but one and the same Agreement.  6.9Further Assurances.  Each of the parties shall execute such
further instruments and take such other actions as any other party shall
reasonably request in order to effectuate the purposes of this Agreement.  6.10Waiver.  Neither the failure nor any delay on the part
of either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence.  6.11Survival.  The terms and conditions contained in Section 5
shall survive the termination or expiration of this Agreement.  6.12Indemnification.  Employee
shall be covered by the Companys directors and officers liability insurance
policies and indemnification policies on the same terms and conditions as apply
to the Companys other senior executives.  [signature page follows]  10


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.  INFOLOGIX INC.By:
  /s/ David T. GulianDavid T. GulianPresident and Chief Executive OfficerEMPLOYEE/s/ Eric N. RubinoEric M. Rubino   [SIGNATURE PAGE TO
EMPLOYMENT AGREEMENT]