**Exhibit 10.17**

**THIRD AMENDMENT ANDMODIFICATIONTO LOAN AND SECURITY AGREEMENT**

**THIS THIRD AMENDMENT ANDMODIFICATION TO LOAN AND SECURITY AGREEMENT**   (the**“Amendment”**) is made effective as ofthe 23rd day of March, 2007, by and among **INFOLOGIX SYSTEMS CORPORATION (formerly known as Info Logix Inc.)**,a Delaware corporation **(“Infologix”)**, **OPT ACQUISITION LLC**, a Pennsylvania limited liabilitycompany **(“Optasia”)**, **EMBEDDEDTECHNOLOGIES, LLC**, a Delaware limited liability company (**“Embedded”** and together with Infologix and Optasia, jointly,severally and collectively **“Borrowers”** andeach a **“Borrower”**) and **SOVEREIGN BANK** (the **“Bank”**).

***BACKGROUND***

A.    Pursuant tothat certain Loan and Security Agreement dated March 16, 2006 by and amongBorrowers and Bank (as amended by that certain First Amendment and Modificationto Loan and Security Agreement dated August 25, 2006, that SecondAmendment and Modification to Loan and Security Agreement datedOctober 31, 2006 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 maximumprincipal amount of Eight Million Five Hundred Thousand Dollars($8,500,000.00), (ii) a term loan in the original principal amount of OneMillion Five Hundred Thousand Dollars ($1,500,000.00) and (iii) a termloan in the original principal amount of One Million Dollars ($1,000,000.00).

B.     Borrowershave requested and Bank has agreed to amend the Loan Agreement in accordancewith the terms and conditions contained herein.

C.     Allcapitalized terms contained herein and not otherwise defined herein shall havethe meanings set forth in the Loan Agreement.

**NOW, THEREFORE,**intendingto be legally bound hereby, the parties hereto agree as follows:

1.     ***Waiver of Covenant Defaults***.

(a)    Bankhereby waives any Default or Event of Default that exists or may arise underthe Loan Agreement solely as a result of the following events (collectively,the **“Specified Defaults”**):

(i)    failure byBorrowers to maintain the Fixed Charge Coverage Ratio set forth in ***Section 8.3*** of the LoanAgreement as of Borrowers’ fiscal quarter ended December 31, 2006; and

(ii)   failure byBorrowers to maintain the Minimum Annual Net Income set forth in ***Section 8.1*** of the LoanAgreement as of Borrowers’ fiscal year ended December 31, 2006.

(b)   The waiversset forth in ***Section 1(a)**** *above are given solely in connection with theSpecified Defaults and solely for the periods described therein and shall notbe deemed to be an agreement, obligation or commitment by Bank to waiveBorrower’s compliance with any of the other terms or conditions in any of theLoan Documents or any other Events of Default, whether now existing orhereafter arising, including, without limitation, Borrowers’ failure to complywith the covenants set forth in ***Sections 8.1 and 8.3***of the Loan Agreement as of any other date after the date hereof.

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2.     ***Financial Covenants***.

### (a)         ***Sections 8.2*** of the LoanAgreement is hereby deleted and replaced with the following:

“8.2       ***Minimum Quarterly Net Income***.Borrowers shall have Net Income of at least $0 as of June 30, 2007 and asof the end of the first three (3) fiscal quarters thereafter of Borrowersmeasured on a year-to-date basis.”

(b)         ***Sections 8.3*** of the Loan Agreementis 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 as of Borrowers’ fiscal quarter ending December 31,2007 and (ii) 1.2 to 1.0 as of the end of each fiscal quarter of Borrowersending thereafter.”

3.     ***Quarterly Net Income***. For thepurposes of calculating Borrowers’ Minimum Quarterly Net Income set forth in ***Section 8.2*** of the LoanAgreement, for Borrowers’ fiscal quarters ending June 30, 2007 andSeptember 30, 2007 only, the definition of Net Income shall not include(i) non-cash adjustments required pursuant to FAS 123R expenses related tooptions and warrants and other non-cash expenses and (ii) acquisitionrelated transactional expenses.

4.     ***Annual Net Income***. For the purposesof calculating Borrowers’ Minimum Annual Net Income, set forth in ***Section 8.1*** of the LoanAgreement, for Borrowers’ fiscal year ending December 31, 2007only, the definition of Net Income shall not include non-cash adjustmentsrequired pursuant to FAS 123R expenses related to options and warrants andother non-cash expenses.

5.     ***Pledged Account***.****Contemporaneouslywith the execution of this Amendment, Borrowers shall grant Bank, as additionalsecurity for the Bank Indebtedness, a security interest in certain investmentproperty owned by Borrowers and maintained with Bank in AccountNo. INF05268 (the **“Pledged Account”**).If, at any time and from time to time, the value of the Pledged Account, asdetermined by Bank in its reasonable discretion, is less than Two MillionDollars ($2,000,000.00) (the amount by which the value of the Pledged Accountis less than Two Million Dollars ($2,000,000.00) being referred to herein as a **“Deficiency”**), and the Borrowers do not deposit sufficientinvestment property to reduce the Deficiency to $0 within three(3) Business Days of written notice from the Bank that such Deficiencyexists, the Bank shall have the right to institute a reserve (a **“Deficiency Reserve”**) against the Borrowing Base Amount inan amount equal to the Deficiency. Upon receipt of evidence, in form andcontent reasonably satisfactory to Bank, that Borrowers have complied with thefinancial covenants set forth in ***Section 8***of the Loan Agreement for Borrowers’ fiscal year ending December 31, 2007,and provided that no Event of Default shall have occurred and be continuing,Bank shall, at the request of Borrowers, release its lien on the PledgedAccount and shall no longer have the right to institute a Deficiency Reserve(provided that Bank shall continue to have the right to institute such otherreserves from time to time as provided for in the Loan Agreement).

6.     ***Pledge Agreement***. This Amendmentshall not be deemed effective until receipt by Bank of (a) a SecuritiesAccount Pledge Agreement (the **“Pledge Agreement”**),in form and content satisfactory to Bank, granting Bank a security interest inthe Pledged Account and (b) all other additional instruments, documents orinformation as the Bank may reasonably deem necessary or advisable to perfect,protect and maintain the security interests in the Pledged Account.

7.     ***Amendment/References*.**TheLoan Agreement and the Loan Documents are hereby amended to be consistent withthe terms of this Amendment. All references in the Loan Agreement and the LoanDocuments to (a) the **“Loan Agreement”**shall mean the Loan Agreement as amended hereby; and (b) the **“Loan Documents”** shall include this Amendment, the PledgeAgreement and all other instruments or agreements executed pursuant to or inconnection with the terms hereof.

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8.     ***Release*.**Each Borrower andGuarantor acknowledges and agrees that it has no claims, suits or causes ofaction against Bank and hereby remises, releases and forever discharges Bank,their officers, directors, shareholders, employees, agents, successors andassigns, and any of them, from any claims, suits or causes of actionwhatsoever, in law or at equity, which any Borrower or Guarantor has or mayhave arising from any act, omission or otherwise, at any time up to andincluding the date of this Amendment.

9.     ***Additional Documents; Further Assurances*.**Each Borrower covenants and agrees to execute and deliver to Bank, or tocause to be executed and delivered to Bank contemporaneously herewith, at thesole cost and expense of such Borrower, the Amendment and any and alldocuments, agreements, statements, resolutions, searches, insurance policies,consents, certificates, legal opinions and information as Bank may require inconnection with the execution and delivery of this Amendment or any documentsin connection herewith, or to further evidence, effect, enforce or protect anyof the terms hereof or the rights or remedies granted or intended to be grantedto Bank herein or in any of the Loan Documents, or to enforce or to protectBank’s interest in the Collateral. All such documents, agreements, statements,etc., shall be in form and content acceptable to Bank in its sole discretion.Each Borrower hereby authorizes Bank to file, at such Borrower’s cost andexpense, financing statements, amendments thereto and other items as Bank mayrequire to evidence or perfect Bank’s continuing security interest and liens inand against the Collateral. Each Borrower agrees to join with Bank in notifyingany third party with possession of any Collateral of Bank’s security interesttherein and in obtaining an acknowledgment from the third party that it isholding the Collateral for the benefit of Bank. Each Borrower will cooperate withBank in obtaining control with respect to Collateral consisting of depositaccounts, investment property, letter-of-credit rights and electronic chattelpaper.

10.   ***Further Agreements and Representations***.Each Borrower does hereby:

(a)    ratify,confirm and acknowledge that the statements contained in the foregoingBackground and in ***Section 1*** hereof aretrue and complete and that, as amended hereby, the Loan Agreement and the otherLoan Documents are in full force and effect and are valid, binding and enforceableagainst each Borrower and its assets and properties, all in accordance with theterms thereof, as amended;

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

(c)    acknowledgeand 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 theenforcement of any of the terms of the Loan Agreement or of the other LoanDocuments, as amended;

(d)   acknowledgeand agree that all representations and warranties of each Borrower contained inthe 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 ifmade on and as of the date hereof;

(e)    representand warrant that no Default or Event of Default exists, except as provided for in ***Section 1(a)**** *herein;

(f)    covenantand agree that such Borrower’s failure to comply with any of the terms of thisAmendment or any other instrument or agreement executed or delivered inconnection herewith, shall constitute an Event of Default under the LoanAgreement and each of the other Loan Documents subject to any applicable noticeand cure periods provided for therein; and

(g)    acknowledgeand agree that nothing contained herein, and no actions taken pursuant to theterms hereof, are intended to constitute a novation of any of the Notes, theLoan Agreement or of any of the other Loan Documents and, except asspecifically set forth in ***Section 1*****hereof, ***Section 1***of the First Amendment and Modification to Loan and Security Agreement amongBorrowers and the Bank and ***Section 1***of the Second Amendment and Modification to Loan and Security Agreement among 

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Borrowers and Bank, doesnot constitute a release, termination or waiver of any existing Event ofDefault or of any of the liens, security interests, rights or remedies grantedto the Bank in any of the Loan Documents, which liens, security interests,rights and remedies are hereby expressly ratified, confirmed, extended andcontinued as security for all Bank Indebtedness.

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

11.   ***Fees, Cost, Expenses and Expenditures*.**Borrowerswill pay all of Bank’s reasonable expenses in connection with the review,preparation, negotiation, documentation and closing of this Amendment and theconsummation of the transactions contemplated hereunder, including withoutlimitation, fees, disbursements, expenses and disbursements of counsel retainedby Bank and all fees related to filings, recording of documents, searches,environmental assessments and appraisal reports, whether or not thetransactions contemplated hereunder are consummated.

12.   ***No Waiver*.**Nothing contained hereinconstitutes an agreement or obligation by Bank to grant any further amendmentsto the Loan Agreement or any of the other Loan Documents. Except asspecifically set forth in ***Section 1*****hereof, ***Section 1***of the First Amendment and Modification to Loan and Security Agreement amongBorrowers and the Bank and ***Section 1***of the Second Amendment and Modification to Loan and Security Agreement amongBorrowers and Bank, nothing contained herein constitutes a waiver or release byBank of any Event of Default or of any rights or remedies available to Bankunder the Loan Documents or at law or in equity.

13.   ***Inconsistencies*.** To the extent ofany inconsistencies between the terms and conditions of this Amendment and theterms and conditions of the Loan Agreement or the other Loan Documents, theterms and conditions of this Amendment shall prevail. All terms and conditionsof the Loan Agreement and other Loan Documents not inconsistent herewith shallremain in full force and effect and are hereby ratified and confirmed byBorrowers.

14.   ***Binding Effect*.**This Amendment, upondue execution hereof, shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns.

15.   ***Governing Law*.**This Amendment shallbe governed and construed in accordance with the laws of the Commonwealth ofPennsylvania without regard to conflict of law principles.

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

17.   ***Modifications*.**Nomodification of this Amendment or any of the Loan Documents shall be binding orenforceable unless in writing and signed by or on behalf of the party againstwhom enforcement is sought.

18.   ***Headings*.**The headings of theArticles, Sections, paragraphs and clauses of this Amendment are inserted forconvenience only and shall not be deemed to constitute a part of thisAmendment.

19.   ***Counterparts*.**ThisAmendment may be executed in multiple counterparts, each of which shallconstitute an original and all of which together shall constitute the sameagreement.

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**IN WITNESS WHEREOF,**the parties hereto, intending to be legally boundhereby, have caused this Amendment to be executed the day and year first abovewritten.
|        |   | **INFOLOGIX SYSTEMS CORPORATION**        |
|--------|--------|------------------------------------------|
|   |   | **(formerly known as Info Logix Inc.)**  |
|   |   | By:                                      |   | /s/ David T. Gulian |   |
|   |   |                                     |   | David Gulian, President |
|   |   | **OPT ACQUISITION LLC**                  |
|   |   | By:                                      |   | /s/ David T. Gulian |   |
|   |   |                                     |   | David Gulian, President |
|   |   | **EMBEDDED TECHNOLOGIES, LLC**           |
|   |   | **By: INFO LOGIX INC., its sole Member** |
|   |   | By:                                      |   | /s/ David T. Gulian |   |
|   |   |                                     |   | David Gulian, President |
|   |   | **SOVEREIGN BANK**                       |
|   |   | By:                                      |   | /s/ Steven Fahringer |   |
|   |   |                                     |   | Steven Fahringer, Vice President |
|        |        |                                          |  |  |  |  |

 

The undersigned, intendingto be legally bound hereby, consents and agrees to the foregoing Third Amendment and Modification toLoan and Security Agreement dated of even date herewith (the **“Agreement”**), and all terms thereof andfurther agrees that (a) such Agreement shall in no way affect or impairthe undersigned’s obligations under that certain Surety Agreement from the undersigned to Bank datedNovember 29, 2006 (the **“Surety”**),or under any other documents executed or delivered pursuant thereto or inconnection therewith and (b) the terms of the Surety are hereby ratifiedand confirmed, all as of the date hereof.
|        |   | **NEW AGE TRANSLATION, INC.**          |
|--------|--------|----------------------------------------|
|   |   | By:                                    |   | /s/ David T. Gulian |   |
|   |   | Name/Title: David T. Gulian, President |

 

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