**Exhibit 10.18**

**SECURITIES ACCOUNTPLEDGE AGREEMENT**

**THISSECURITIES ACCOUNT PLEDGE AGREEMENT**(this **“Agreement”**) is dated March 23, 2007by **INFOLOGIX SYSTEMS CORPORATION (formerly known asInfoLogix Inc.)**, a Delaware corporation (the **“Pledgor”**) for benefit of **SOVEREIGN BANK** (the  **“Bank”**). Pledgor, intending to belegally bound hereby, agrees as follows:

1.***   DEFINITIONS.***   Forpurposes of this Agreement,

1.1   **“*Bank Indebtedness*”**shall mean all obligations and indebtedness of Borrower and/or Pledgor to Bank,whether now or hereafter owing or existing, including, without limitation, allobligations under the Loan Documents, all obligations of Pledgor to reimburseBank for payments made by Bank at any time or from time to time for thepreservation and/or protection of the Collateral, all other obligations orundertakings now or hereafter made by or for the benefit of Borrower and/orPledgor to or for the benefit of Bank under any other agreement, promissorynote or undertaking now existing or hereafter entered into by Borrower and/orPledgor with Bank, including, without limitation, all obligations of Borrowerand/or Pledgor to Bank under any guaranty or surety agreement, and all obligations of Borrowerand/or Pledgor to immediately pay to Bank the amount of any overdraft on anydeposit account maintained with Bank, together with all interest and other sumspayable in connection with any of the foregoing.

1.2   **“*Borrower*”** shall mean jointly,severally and collectively, Opt Acquisition, LLC a Pennsylvania limitedliability company, Embedded Technologies, LLC a Delaware limited liabilitycompany and Pledgor.

1.3   **“*Code*”**shall mean the Uniform Commercial Code as adopted by the Commonwealth ofPennsylvania, as the same may be amended from time to time.

1.4   **“*Collateral*”**shall mean (a) the Securities Account, and (b) all dividends, cash,securities, investment property, financial assets and other property from timeto time on deposit in, or issued, paid, declared and/or distributed inconnection with, the Securities Account, or any portion thereof, and(c) all cash, securities, investment property, financial assets and otherproperty paid, issued and/or distributed to or for the benefit of Pledgor inexchange, redemption or substitution for the Securities Account or any propertytherein, or any portion thereof, and (d) all other cash, securities,investment property, financial assets, rights to issue entitlement orders, andother property paid, issued and/or distributed to or for the benefit of Pledgorin connection with, or otherwise existing as a consequence of, Pledgor’sownership of the Securities Account, or any portion thereof, and (e) allproceeds of the foregoing.

1.5   **“*Event of Default*”**shall mean any and all events described in ***Section 8*** below.

1.6   **“*Loan Agreement*”** shall meanthat certain Loan and Security Agreement dated March 16, 2006 by and amongBorrower 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, that Third Amendment and Modification to Loan and SecurityAgreement dated of even date herewith and as the same may hereafter be amended,modified, supplemented or restated from time to time).

1.7   **“*Loan Documents*”**shall mean all agreements, documents and/or instruments evidencing the BankIndebtedness and all agreements, documents and instruments collateral thereto,together with all amendments, replacements, increases, renewals andmodifications of any of the foregoing, including without limitation thisAgreement, the Loan Agreement, as any of the foregoing may be amended, restatedor replaced from time to time.

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1.8   **“*Securities Account*”** shallmean that certain account of Pledgor maintained with Sovereign Bank Capital Markets, a division of Bank, having AccountNo. INF05268, together with all substitutions or replacements therefor,all property from time to time therein, and all proceeds thereof.

All capitalizedterms not defined herein shall have the meanings given such term in the LoanAgreement. Terms used herein which are defined in the Code shall have themeanings given such terms in the Code.

2.***   SECURITYINTEREST.***   Pledgor hereby pledges and grants to Bank asecurity interest in and a lien on the Collateral.

3.***   EFFECTOF GRANT.***   The pledge of Collateral granted to Bank byPledgor hereunder shall not be rendered void by the fact that no BankIndebtedness exists as of a particular date, but shall continue in full forceand effect until all Bank Indebtedness have been paid in full and Bank has noagreement or commitment outstanding pursuant to which Bank may extend credit toor on behalf of Borrower or Pledgor and Bank has executed and deliveredtermination statements and/or releases.

4.***   OBLIGATIONSSECURED.***   The Collateral and the continuing securityinterest granted therein shall secure all Bank Indebtedness. IT IS THE EXPRESSINTENTION OF PLEDGOR THAT THE COLLATERAL SHALL SECURE ALL BORROWER’S ANDPLEDGOR’S EXISTING AND FUTURE OBLIGATIONS UNDER THE LOAN DOCUMENTS OROTHERWISE.

5.***   DELIVERY.***   Alloriginal certificates and instruments representing or evidencing theCollateral, or any portion thereof, shall be delivered to and held by or onbehalf of Bank pursuant hereto and shall be in suitable form for transfer bydelivery, or shall be accompanied by duly executed instruments of transfer orassignments in blank, all in form and substance satisfactory to Bank and withguaranteed signature(s). If a broker or agent is holding the certificates and/orinstruments evidencing the Collateral or all or any part of the Collateral isheld in a securities account, Pledgor shall either (a) cause such brokerand/or agent to execute and deliver to Bank a control agreement acknowledgingthis Agreement and perfecting Bank’s security interest in the Collateral, whichagreement shall be in form and content acceptable to Bank in its solediscretion, or (b) authorize such broker or agent to transfer Pledgor’saccount in which such Collateral is held to Bank’s name, as nominee.

6.***   REPRESENTATIONS AND WARRANTIES.***   Pledgorhereby represents and warrants as follows, which representations and warrantiesshall be true and correct as of the date hereof, at the time of the creation ofany Bank Indebtedness and until the Bank Indebtedness has been paid in full:

6.1   ***Valid Organization; GoodStanding and Qualification***. Pledgor is a corporation dulyincorporated, validly existing and in good standing under the laws of the Stateof Delaware, has full power and authority to execute, deliver and comply withthe Loan Documents, and to carry on its business as it is now being conductedand is duly licensed or qualified as a foreign corporation in good standingunder the laws of each other jurisdiction in which the character or location ofthe properties owned by it or the business transacted by it requires suchlicensing or qualification.

6.2   ***Title to Collateral***. TheCollateral is and will be owned by Pledgor free and clear of all liens andother encumbrances of any kind (including liens or other encumbrances uponproperties acquired or to be acquired under conditional sales agreements orother title retention devices), excepting only liens in favor of the Bank.Pledgor will defend the Collateral against any claims of all persons orentities other than the Bank.

6.3   ***Due Authorization and Issuance; Restrictions***.The Collateral consisting of securities have been duly authorized and issued toor for the benefit of Pledgor by the respective issuer and are outstanding,fully paid and non-assessable.

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6.4   ***Due Authorization; No Legal Restrictions***.The execution and delivery by Pledgor of this Agreement, the consummation ofthe transactions contemplated hereby and the fulfillment and compliance withthe respective terms, conditions and provisions of this Agreement:(a) will not conflict with or result in a breach of, or constitute adefault (or might, upon the passage of time or the giving of notice or both,constitute a default) under any of Pledgor’s formation or governing documentsor under any of the terms, conditions or provisions of any applicable statute,law, rule, regulation or ordinance or any indenture, mortgage, loan or creditagreement or instrument to which Pledgor is a party or by which Pledgor may bebound or affected, or any judgment or order of any court or governmentaldepartment, commission, board, bureau, agency or instrumentality, domestic orforeign, and (b) will not result in the creation or imposition of anylien, charge or encumbrance of any nature whatsoever upon any of the propertyor assets of Pledgor, including the Collateral, under the terms or provisionsof any such agreement or instrument, except liens in favor of Bank. Neither thePledgor nor the Collateral is subject to the terms of any member, manager,shareholder, voting, buy-sell or other agreement affecting the Collateral,including, without limitation, the sale, transfer or voting thereof.

6.5   ***Governmental Consents***. Noconsent, approval or authorization of or designation, declaration or filingwith any governmental authority by Pledgor is required in connection with theexecution, delivery or performance by Pledgor of this Agreement or theconsummation of the transactions contemplated hereby.

6.6   ***Pending Litigation or Proceedings***.There are no judgments outstanding or actions, suits or proceedings pending or,to the best of Pledgor’s knowledge, threatened against or affecting Pledgor orthe Collateral, or any portion thereof, at law or in equity or before or by anyfederal, state, municipal or other governmental department, commission, board,bureau, agency or instrumentality, domestic or foreign.

6.7   ***Taxes***. Pledgor has filed alltax returns which Pledgor is required to file and has paid, or made provisionfor the payment of, all taxes which have or may have become due pursuant to suchreturns or pursuant to any assessment received by Pledgor except such taxes, ifany, as are being contested in good faith and as to which adequate reserveshave been provided. Such tax returns are complete and accurate in all respects.Pledgor does not know of any proposed additional assessment or basis for anyassessment of additional taxes.

6.8   ***Accuracy of Representations and Warranties***.No representation or warranty by Pledgor contained herein or in any certificateor other document furnished by Pledgor pursuant hereto or in connectionherewith fails to contain any statement of material fact necessary to make suchrepresentation or warranty not misleading in light of the circumstances underwhich it was made. There is no fact which Pledgor knows or should know and hasnot disclosed to Bank, which does or may materially and adversely affectPledgor, or the Collateral, or any portion thereof.

7.***   COVENANTS.***   Pledgorcovenants and agrees that until the Bank Indebtedness has been paid in full,Pledgor shall:

7.1   ***Payment of Bank Indebtedness***.Pay, or cause to be paid, when due all amounts payable by Pledgor to Bank.

7.2   ***Adherence to Documents***.Not take any action prohibited by the Loan Agreement or the other LoanDocuments.

7.3   ***Creation of Liens***.Not create, incur or permit to exist any mortgage, pledge, encumbrance, lien,security interest or change of any kind on the Collateral, or any portionthereof, except as contemplated hereby.

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7.4   ***Taxes; Claims for Labor and Materials***.Pledgor will pay or cause to be paid when due all taxes, assessments,governmental charges or levies imposed upon Pledgor or Pledgor’s income,profits, or any property belonging to Pledgor, including without limitation allwithholding taxes, and all claims for labor, materials and supplies which, ifunpaid, might become a lien or charge upon any of its properties or assets.

7.5   ***Additional Documents and Future Actions***.Pledgor will, at its sole cost, take such actions and provide Bank from time totime with such agreements, financing statements and additional instruments,documents or information as the Bank may reasonably deem necessary or advisableto perfect, protect and maintain the security interests in the Collateral, orany portion thereof, to permit Bank to protect its interest in the Collateral,or any portion thereof, or to carry out the terms of the Loan Documents.Pledgor hereby authorizes and appoints Bank as its attorney-in-fact, with fullpower of substitution, to take such actions as Bank may deem advisable toprotect the Collateral and its interests thereon and its rights hereunder, toexecute on Pledgor’s behalf and file at Pledgor’s expense financing statements,and amendments thereto, in those public offices deemed necessary or appropriateby Bank to establish, maintain and protect a continuously perfected securityinterest in the Collateral, including, without limitation, to receive, endorseand collect all certificates, instruments and securities made payable to orissued to Pledgor representing any dividend, interest, or other distribution inrespect of the Collateral, or any portion thereof, and to execute on Pledgor’sbehalf such other documents and notices as Bank may deem advisable to protectthe Collateral and Bank’s interests therein and Bank’s rights hereunder. Suchpower being coupled with an interest is irrevocable. Pledgor irrevocablyauthorizes the filing of a carbon, photographic or other copy of this Agreement,or of a financing statement, as a financing statement and agrees that suchfiling is sufficient as a financing statement.

7.6   ***Requested Information***. Withreasonable promptness, deliver to Bank all such other data and information inrespect of the financial condition and affairs of Pledgor and the value of theCollateral, as Bank may reasonably request from time to time.

8.***   EVENTSOF DEFAULT.***   The occurrence of any one or more of the followingevents shall constitute an Event of Default hereunder:

8.1   Theoccurrence of any event of default or default under any of the Loan Agreementor any of the other Loan Documents beyond any grace, notice or cure periodstherein.

8.2   The failureof Pledgor or Borrower to pay any amount of principal or interest on the BankIndebtedness on the date on which such payment is due (or within any applicablegrace period), whether on demand, at the stated maturity, or due date thereof,or by reason of any requirement for prepayment thereof, by acceleration orotherwise.

8.3   The failureof Pledgor to duly perform or observe any obligation, covenant or agreement onits part contained herein.

8.4   Anyrepresentation or warranty of Pledgor herein is discovered to be untrue in anymaterial respect or any statement, certificate or data furnished by Pledgorpursuant hereto is discovered to be untrue in any material respect as of thedate as of which the facts therein set forth are stated or certified.

9.***   RIGHTSOF PLEDGOR AND BANK.***

9.1   ***Before Event of Default***.Prior to the occurrence of an Event of Default:

(a)    ***Voting***. Pledgor shall beentitled to exercise any and all voting and other consensual rights arisingunder the Collateral, or any portion thereof, for any purpose not inconsistentwith the terms of any of the Loan Documents.

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(b)   ***Dividends; Distributions***.Unless Bank otherwise requests in writing, Pledgor shall be entitled to receiveand retain any and all dividends, distributions and interest, declared,distributed or paid, with respect to the Collateral, or any portion thereof,provided, however, that any and all (i) dividends, distributions andinterest paid or payable other than in cash; (ii) instruments and otherproperty received, receivable or otherwise distributed with respect to, or inexchange for, the Collateral, or any portion thereof; (iii) dividends andother distributions paid or payable in cash with respect to the Collateral, orany portion thereof, in connection with (1) a partial or total liquidationor dissolution, or (2) a reduction of capital, capital surplus orpaid-in-surplus; and (iv) cash paid, payable or otherwise distributed inrespect of principal, or redemption of, or in exchange for, the Collateral, orany portion thereof; shall be forthwith delivered to Bank to hold as Collateraland shall, if received by Pledgor, be (x) received in trust for thebenefit of Bank, (y) segregated from all other property or funds ofPledgor, and (z) forthwith delivered to Bank as Collateral in the sameform as so received (with any necessary documents, endorsements or assignmentsin blank with guaranteed signature(s)).

9.2   ***After Event of Default***. Uponthe occurrence of an Event of Default and at all times thereafter:

(a)    ***Voting; Sale of Collateral by Pledgor***.All rights of Pledgor to (i) exercise voting, sell all or any portion ofthe Collateral and other consensual rights which Pledgor would otherwise beentitled to exercise, pursuant to ***Section 9.1(a)**** *and, and (ii) receive dividendsand interest payments which Pledgor would otherwise be authorized to receiveand retain, pursuant to ***Section 9.1(b)***,shall cease, and all such rights shall thereupon become absolutely vested inBank. Bank shall thereafter have the sole and absolute right to exercise allvoting and other consensual rights, and to receive and hold as Collateral allsuch dividends and interest payments, without any further notice to, or consentof, Pledgor.

(b)   ***Dividends Held In Trust***. Alldividends and interest payments which are received by Pledgor contrary to theprovisions of ***Section 9.2(a)(ii)**** *shall be(i) received in trust for the benefit of Bank, (ii) shall besegregated from other property or funds of Pledgor and (iii) forthwithdelivered to the Bank as Collateral in the same form as received (with anynecessary documents, endorsements or assignments in blank with guaranteedsignatures).

(c)    ***Sale of Collateral***. Bank mayexercise in respect of the Collateral and in addition to other rights andremedies provided for herein or otherwise available to it, all the rights andremedies of a secured party upon default under the Code. Bank may also, withoutnotice, except as specified below, sell the Collateral, or any part thereof, inone or more blocks at public or private sale, at any exchange or otherwise orfor future delivery, and at such price or prices and upon such other terms asBank may deem commercially reasonable. Pledgor agrees that, to the extentnotice of sale shall be required by law, five (5) days notice to Pledgorof the time and place of any public sale or private sale is to be made shallconstitute reasonable notification. Bank shall not be obligated to make anysale of Collateral regardless of notice of sale having been given. Bank mayadjourn any public or private sale from time to time by announcement at thetime and place fixed therefor, and such sale may, without further notice, bemade at the time and place to which it was so adjourned.

(d)   ***Application of Proceeds.*** Anycash held by Bank as Collateral and all cash proceeds received by Bank inrespect of any sale of, collection from, or other realization upon theCollateral, or any portion thereof, may, in the discretion of Bank, be held byBank as Collateral for, and/or then or at any time thereafter applied (after paymentof any amounts payable to Bank pursuant to ***Section 13***) in whole or in part by Bank against allor any part of the Bank Indebtedness, in such order as Bank shall elect. Anysurplus of such cash or cash proceeds held by 

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Bank and remaining afterpayment in full of all Bank Indebtedness shall be paid to Pledgor or towhomsoever may be lawfully entitled to receive such surplus.

9.3   ***Bank’s Rights***. At any timeand from time to time, Bank shall have the right, in its discretion and withoutnotice to Pledgor, to transfer to or to register in the name of Bank, or any ofBank’s nominees, the Collateral, or any portion thereof, provided, however,that Pledgor shall continue to be the beneficial owner of any Collateraltransferred to or registered in the name of Bank, or Bank’s nominees, prior tothe occurrence of an Event of Default. In addition, Bank shall have the rightat any time to exchange certificates or instruments representing or evidencingthe Collateral, or any portion thereof, for certificates or instruments ofsmaller or larger denominations.

10.***   REASONABLECARE.***   Bank shall be deemed to have exercised reasonablecare in the custody and preservation of the Collateral in its possession if theCollateral is accorded treatment substantially equal to that which Bank accordsits own property.

11.***   DELAYOR OMISSION NOT WAIVER.***   Neither the failure nor any delayon the part of Bank to exercise any right, remedy, power or privilege underthis Agreement upon the occurrence of any Event of Default or otherwise shall operateas a waiver thereof or impair any such right, remedy, power or privilege. Nowaiver of any Event of Default shall affect any later Event of Default or shallimpair any rights of Bank. No single, partial or full exercise of any rights,remedies, powers and privileges by the Bank shall preclude further or otherexercise thereof. No course of dealing between Bank and Pledgor shall operateas or be deemed to constitute a waiver of Bank’s rights under this Agreement oraffect the duties or obligations of Pledgor.

12.***   REMEDIESCUMULATIVE; CONSENTS.***   The rights, remedies, powers andprivileges provided for herein shall not be deemed exclusive, but shall becumulative and shall be in addition to all other rights, remedies, powers andprivileges in Bank’s favor at law or in equity. Whenever the Bank’s consent orapproval is required or permitted, such consent or approval shall be at thesole and absolute discretion of Bank.

13.***   CERTAINFEES, COSTS, EXPENSES AND EXPENDITURES.***   Pledgor agrees topay on demand all costs and expenses of Bank, including without limitation:

13.1   all costs and expenses in connection with thepreparation, review, negotiation, execution, delivery and administration ofthis Agreement, and the other documents to be delivered in connection therewith,or any amendments, extensions and increases to any of the foregoing (including,without limitation, attorney’s fees and expenses, and the cost of appraisalsand reappraisals of Collateral), and the cost of periodic lien searches and taxclearance certificates, as Bank deems advisable;

13.2    all losses, costs and expenses in connectionwith the enforcement, protection and preservation of the Bank’s rights orremedies under this Agreement, or any other agreement relating to any BankIndebtedness, or in connection with legal advice relating to the rights orresponsibilities of Bank (including without limitation court costs, attorney’sfees and expenses of accountants and appraisers); and

13.3   any and all stamp and other taxes payable ordetermined to be payable in connection with the execution and delivery of thisAgreement, and all liabilities to which Bank may become subject as the resultof delay in paying or omission to pay such taxes.

In the event Pledgor shall fail to pay taxes,assessments, costs or expenses which it is required to pay hereunder, or failsto keep the Collateral free from security interests or lien (except asexpressly permitted herein), or otherwise breaches any obligations under thisAgreement, Bank in its discretion, may make expenditures for such purposes andthe amount so expended (including attorney’s fees and expenses, filing 

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fees and other charges)shall be payable by Pledgor on demand and shall constitute part of the BankIndebtedness.

In the event any action at law or in equity inconnection with the Loan Documents, the Bank Indebtedness or matters collateralthereto is terminated adverse to Pledgor, Pledgor will pay all attorneys’ feesand legal costs incurred by Bank in connection with such actions.

With respect to anyamount required to be paid by Pledgor under this Section, in the event Pledgorfails to pay such amount on demand, Pledgor shall also pay to Bank interestthereon at the Default Rate set forth in the Loan Agreement. Pledgor’sobligations under this Section shall survive termination of thisAgreement.

14.***   TIMEIS OF THE ESSENCE.***   Time is of the essence in Pledgor’sperformance of Pledgor’s obligations under the Loan Documents.

15.***   MISCELLANEOUS.***

15.1    ***Communicationsand Notices***. All notices, requests and other communications madeor given in connection with this Agreement shall be given in accordance withthe notice provisions set forth in the Loan Agreement.

16.***   LIMITATIONON LIABILITY.***   Pledgor shall be responsible for and Bank ishereby released from any claim or liability in connection with:

(a)    Safekeepingany Collateral;

(b)   Any loss ordamage to any Collateral;

(c)    Anydiminution in value of the Collateral; or

(d)   Any act ordefault of another person or entity.

Bank shall only beliable for any act or omission on its part constituting willful misconduct. Inthe event that Bank breaches its required standard of conduct, Pledgor agreesthat Bank’s liability shall be only for direct damages suffered and shall notextend to consequential or incidental damages. If Pledgor brings suit againstBank in connection with the transactions contemplated hereunder and Bank isfound not to be liable, Pledgor will indemnify and hold Bank harmless from allcosts and expenses, including attorney’s fees, incurred by Bank in connectionwith such suit.

**17.*****   WAIVERS.  ******In connection with any proceedings hereunder or inconnection with any of the Bank Indebtedness, including without limitation anyaction by Bank in replevin, foreclosure or other court process or in connectionwith any other action related to the Bank Indebtedness or the transactionscontemplated hereunder, Pledgor waives:***

**(a)   allerrors, defects and imperfections in such proceedings;**

**(b)   allbenefits under any present or future laws exempting any property, real orpersonal, or any part of any proceeds thereof from attachment, levy or saleunder execution, or providing for any stay of execution to be issued on anyjudgment recovered in connection with the Bank Indebtedness or in any replevinor foreclosure proceeding, or otherwise providing for any valuation, appraisal orexemption;**

**(c)    presentmentfor payment, demand, notice of demand, notice of non-payment, protest andnotice of protest of any of the Bank Indebtedness;**

**(d)   anyrequirement for bonds, security or sureties required by statute, courtrule or otherwise;**

**(e)    anydemand for possession of Collateral prior to commencement of any suit; and**

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**(f)    allrights to claim or recover attorney’s fees and costs in the event that Pledgoris successful in any action to remove, suspend or prevent the enforcement of ajudgment entered by confession.**

18.***   EXCLUSIVEJURISDICTION.***   Pledgor hereby consents to the exclusivejurisdiction of any state or federal court located within the Commonwealth ofPennsylvania, and irrevocably agrees that, subject to the Bank’s election, allactions or proceedings relating to this Agreement or the transactionscontemplated hereunder shall be litigated in such courts, and Pledgor waivesany objection which Pledgor may have based on improper venue or *forum non conveniens* to the conduct of any proceeding in anysuch court and waives personal service of any and all process upon Pledgor, andconsents that all such service of process be made by mail or messenger directedto Pledgor as provided for in ***Section 15***.Nothing contained in this ***Section 18***shall affect the right of Bank to serve legal process in any other mannerpermitted by law or affect the right of Bank to bring any action or proceedingagainst Pledgor or Pledgor’s property in the courts of any other jurisdiction.

19.***   MISCELLANEOUS PROVISIONS.***

19.1   ***Severability.***The provisionsof this Agreement 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.

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

19.3   ***Binding Effect.***ThisAgreement and all rights and powers granted hereby will bind and inure to thebenefit of the parties hereto and their respective permitted successors andassigns.

19.4   ***Amendment.***No modification ofthis Agreement or any of the Loan Documents shall be binding or enforceableunless in writing and signed by or on behalf of the party against whomenforcement is sought.

19.5   ***Governing Law.***This Agreementhas been made, executed and delivered in the Commonwealth of Pennsylvania andwill be construed in accordance with and governed by the laws of suchCommonwealth without regard to conflict of law principles.

19.6   ***No Third Party Beneficiaries.***Therights and benefits of this Agreement and the Loan Documents shall not inure tothe benefit of any third party.

19.7   ***Exhibits and Schedules.***Allexhibits and schedules attached hereto are hereby made a part of thisAgreement.

19.8   ***Counterparts.***This Agreementmay be executed in any number of counterparts, all of which taken togethershall constitute one and the same instrument, and any of the parties hereto mayexecute this Agreement by signing any such counterpart.

19.9   ***No Joint Venture.***Nothingcontained herein is intended to permit or authorize Pledgor to make anycontract on behalf of Bank, nor shall this Agreement be construed as creating apartnership, joint venture or making Bank an investor in Pledgor.

20.***   WAIVEROF RIGHT TO TRIAL BY JURY.  ******PLEDGOR AND BANK, BY ITS ACCEPTANCE HEREOF, WAIVE ANYRIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION(a) ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENTREFERRED TO HEREIN OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAYCONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF PLEDGOR WITH RESPECTTO THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO HEREIN ORDELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS***

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***RELATEDHERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OROTHERWISE. PLEDGOR AND BANK AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND,ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, ANDTHAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART ORA COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTOF PLEDGOR AND BANK TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.***

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**IN WITNESS WHEREOF,**   Pledgor hasexecuted this Agreement as of the day and year first above written.
|        |   | **INFOLOGIX SYSTEMS CORPORATION  (formerly known as Info Logix Inc.)** |
|--------|--------|------------------------------------------------------------------------|
|   |   | By:                                                                    |   | /s/ David T. Gulian |   |
|   |   |                                                                   |   | David Gulian, President |

 

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