Exhibit 10.21  FIFTH
AMENDMENT AND MODIFICATION TO LOAN AND SECURITY
AGREEMENT  THIS
FIFTH AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (the Amendment) is
made effective as of the 26th day of March, 2008, by and among INFOLOGIX SYSTEMS CORPORATION (formerly known as InfoLogix 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),
that certain Fourth Amendment and Modification to Loan and Security Agreement
dated September 30, 2007 (the Fourth 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 Eleven Million Dollars ($11,000,000.00), (ii) a term
loan in the original principal amount of One Million Five Hundred Thousand
Dollars ($1,500,000.00), (iii) a term loan in the original principal
amount of One Million Dollars ($1,000,000.00) and (iv) a term loan in the
original principal amount of Two Million Dollars ($2,000,000.00).  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.Waiver of Covenant Defaults.  (a)Bank hereby waives any
Default or Event of Default that exists or may arise under the Loan Agreement
solely as a result of the following events (collectively, the Specified Defaults):  (i)failure by Borrowers to maintain the Minimum Annual Net Income set forth
in Section 8.1 of the Loan
Agreement for the six (6) month period ended December 31, 2007.  (ii)failure by Borrowers to maintain the Fixed Charge Coverage Ratio set
forth in Section 8.3 of the Loan
Agreement for the six (6) month period ended December 31, 2007


(iii)failure by Borrowers to limit Capital Expenditures as set forth in Section 8.4 of the Loan
Agreement as of Borrowers fiscal year ended December 31, 2007.  (b)The
waivers set forth in Section 1(a)above
are given solely in connection with the Specified Defaults and solely for the
periods described therein and shall not be deemed to be an agreement,
obligation or commitment by Bank to waive Borrowers compliance with any of the
other terms or conditions in any of the Loan Documents or any other Events of
Default, whether now existing or hereafter arising, including, without
limitation, Borrowers failure to comply with the covenants set forth in Sections 8.1, 8.3 or 8.4 of the
Loan Agreement as of any other date after the date hereof.  2.Financial Covenants.  (a)Sections
8.2 of the Loan
Agreement is hereby deleted and replaced with the following:  8.2Minimum Quarterly Net Income. 
Borrowers shall have Net Income of at least $0 for Borrowers fiscal
quarter ending June 30, 2008 and as of the end of each of the first three (3) fiscal
quarters of Borrowers thereafter, measured on a year-to-date basis.  (b)Sections 8.3 of
the Loan Agreement is hereby deleted and replaced with the following:  8.3Fixed 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 June 30, 2008, (ii) 1.0
to 1.0 as of the end of Borrowers fiscal quarter ending September 30,
2008 measured on a year-to-date basis and (iii) 1.2 to 1.0 as of the end
of Borrowers fiscal quarter ending December 31, 2008 and as of the end of
each fiscal quarter of Borrowers thereafter, measured on a rolling four quarter
basis.  3.Amendment Fee.  Upon
execution of this Amendment, Borrowers shall pay to Bank an amendment fee in
the amount of Ten Thousand Dollars ($10,000.00) (the Amendment Fee) which fee may be charged as a Line Advance
(as defined in the Loan Agreement) 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.  4.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) the Loan Agreement
shall mean the Loan Agreement as amended hereby; and (b) the Loan Documents shall include this Amendment and all other
instruments or agreements executed pursuant to or in connection with the terms
hereof.  5.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  2


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.  6.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 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 sole 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 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.  7.Further Agreements and Representations.  Each
Borrower does hereby:  (a)ratify, confirm and acknowledge that the statements contained in the
foregoing Background and in Section 1
hereof 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, except as provided for in Section 1(a)herein;  (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  3


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 1hereof,
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.  8.Fees, Cost, Expenses and Expenditures.  In
addition to the Amendment Fee, 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.  9.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 1hereof, Section 1 of the First
Amendment, Section 1 of the Second
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.  10.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.  11.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.  12.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.  13.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.  14.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  4


whom enforcement is sought.  15.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.  16.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.  [REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]  5


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 InfoLogix Inc.)By:
  /s/ John A. RobertsJohn A. Roberts, Chief Financial OfficerOPT ACQUISITION LLCBy:
  /s/ John A. RobertsJohn A. Roberts, Chief Financial OfficerEMBEDDED TECHNOLOGIES, LLCBy:  INFOLOGIX SYSTEMS
  CORPORATION (formerly known as
  InfoLogix Inc.), its sole MemberBy:
  /s/ John A. RobertsJohn A. Roberts, Chief Financial OfficerSOVEREIGN BANKBy:
  /s/
  Steven FahringerSteven Fahringer, Vice
  President   The
undersigned, intending to be legally bound hereby, consents and agrees to the
foregoing Fifth 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 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) 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/
  John A. RobertsJohn A. Roberts, Chief Financial Officer