Exhibit 10.40

CARDIONET, INC.  EMPLOYMENT AGREEMENT

ThisEMPLOYMENT AGREEMENT(this "Agreement") is made and entered into effective as
of January 28, 2009 (the"Effective Date") by
and amongCARDIONET, INC.(the"Company") andMATTHEW
MARGOLIES(the"Executive"). The Company and Executive are hereinafter collectively referred to as the "Parties",and individually referred to as a"Party". This Agreement supersedes
all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.

RECITALS

A.The Company desires assurance of the association and services of Executive in order to retain Executive's experience,
skills, abilities, background and knowledge, and is willing to continue to engage Executive's services on the terms and conditions set forth in this Agreement.

B.Executive desires to continue to be in the employ of the Company, and is willing to accept such continued employment on
the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable
consideration, the Parties, intending to be legally bound, agree as follows:

1.EMPLOYMENT.



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2.LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.



3.COMPENSATION OF EXECUTIVE.



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4.TERMINATION.



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It
is intended that each payment under this Agreement shall constitute a separate "payment" and each installment of the Severance Benefits payments provided for in this Agreement shall be treated as a
separate "payment" for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in
this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4),
1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute "deferred
compensation" under Section 409A and Executive is, on the termination of service, a "specified employee" of the Company or any successor entity thereto, as such term is defined in
Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the
Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive's Separation From Service, or (ii) the date of
Executive's death (such applicable date, the"Specified Employee Initial Payment Date"), the Company (or the successor entity thereto, as applicable)
shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date
if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with
the applicable payment schedules set forth in this Agreement.

Notwithstanding
anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the
applicable time period set forth therein, a separation agreement containing the Company's standard form of release of claims in favor of the Company (attached to this Agreement as Exhibit A) and
other standard provisions, including without limitation, those relating to non-disparagement and confidentiality (the "Separation Agreement"), and permits the release of claims contained therein
to

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become
effective in accordance with its terms. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits shall be paid or otherwise delivered prior to the
effective date of the Separation Agreement. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first
regular payroll pay day following the effective date of the Separation Agreement, the Company shall pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on
or prior to such date but for the delay in payment related to the effectiveness of the Separation Agreement, with the balance of the Severance Benefits being paid as originally scheduled. All amounts
payable under the Agreement shall be subject to standard payroll taxes and deductions.

All
reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (a) any
reimbursement shall be for expenses incurred during Executive's lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement
during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense shall be made on or before the last day of
the calendar year following the year in which the expense is incurred and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5.CONFIDENTIAL AND PROPRIETARY INFORMATION.



6.ASSIGNMENT AND BINDING EFFECT.

This
Agreement shall be binding upon and inure to the benefit of Executive and Executive's heirs, executors, personal representatives, assigns, administrators and legal representatives.
Because of the unique and personal nature of Executive's duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by Executive. This
Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives. Any such successor of the Company shall be deemed substituted for the
Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or
otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

7.NOTICES.

All
notices or demands of any kind required or permitted to be given by the Company or Executive under this Agreement shall be given in writing and shall be personally delivered (and

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receipted
for) or faxed during normal business hours or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:



Any
such written notice shall be deemed given on the earlier of the date on which such notice is personally delivered or three (3) days after its deposit in the United States mail as specified
above. Either Party may change its address for notices by giving notice to the other Party in the manner specified in this section.

8.CHOICE OF LAW.

This
Agreement is made in the Commonwealth of Pennsylvania. This Agreement shall be construed and interpreted in accordance with the internal laws of the Commonwealth of Pennsylvania.
Any disputes or proceedings regarding this Agreement shall be conducted in Conshohocken, Pennsylvania, or, by written agreement of the Parties, at a mutually convenient location in the greater
Philadelphia, Pennsylvania area.

9.INTEGRATION.

This
Agreement, including Exhibit A and the PITA, contains the complete, final and exclusive agreement of the Parties relating to the terms and conditions of Executive's
employment and the termination of Executive's employment, and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between the Parties.

10.AMENDMENT

This
Agreement cannot be amended or modified except by a written agreement signed by Executive and the Company.

11.WAIVER.

No
term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier is claimed, and any
waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

12.SEVERABILITY.

The
finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this
Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision,
which most accurately represents the Parties' intention with respect to the invalid or unenforceable term, or provision.

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13.INTERPRETATION; CONSTRUCTION.

The
headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel
representing the Company, but Executive has been encouraged to consult with, and has consulted with, Executive's own independent counsel and tax advisors with respect to the terms of this Agreement.
The Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and any rule of construction to the effect that any
ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.

14.REPRESENTATIONS AND WARRANTIES.

Executive
represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained
in this Agreement, and that Executive's execution and performance of this Agreement shall not violate or breach any other agreements between Executive and any other person or entity.

15.COUNTERPARTS.

This
Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

16.ARBITRATION.

To
ensure the rapid and economical resolution of disputes that may arise in connection with Executive's employment with the Company, Executive and the Company agree that any and all
disputes, claims, or causes of action, in law or equity, arising from or relating to Executive's employment, or the termination of that employment, will be resolved, to the fullest extent permitted by
law, by final, binding and confidential arbitration pursuant to the Federal Arbitration Act in Conshohocken, Pennsylvania conducted by the Judicial Arbitration and Mediation
Services/Endispute, Inc. ("JAMS"), or its successors, under the then current rules of JAMS for employment disputes; provided that the arbitrator
shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written
arbitration decision including the arbitrator's essential findings and conclusions and a statement of the award. Accordingly, Executive and the Company hereby waive any right to a jury trial. Both
Executive and the Company shall be entitled to all rights and remedies that either Executive or the Company would be entitled to pursue in a court of law. The Company shall pay any JAMS filing fee and
shall pay the arbitrator's fee. The arbitrator shall have the discretion to award attorneys fees to the party the arbitrator determines is the prevailing party in the arbitration. Nothing in this
Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding
the foregoing, Executive and the Company each have the right to resolve any issue or dispute involving confidential, proprietary or trade secret information, or intellectual property rights, by Court
action instead of arbitration.

17.TRADE SECRETS OF OTHERS.

It
is the understanding of both the Company and Executive that Executive shall not divulge to the Company and/or its subsidiaries any confidential information or trade secrets belonging
to others, including Executive's former employers, nor shall the Company and/or its Affiliates seek to elicit from
Executive any such information. Consistent with the foregoing, Executive shall not provide to the Company and/or its Affiliates, and the Company and/or its Affiliates shall not request, any documents
or copies of documents containing such information.

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18.ADVERTISING WAIVER.

Executive
agrees to permit the Company, and persons or other organizations authorized by the Company, to use, publish and distribute advertising or sales promotional literature
concerning the products and/or services of the Company, or the machinery and equipment used in the provision thereof, in which Executive's name and/or pictures of Executive taken in the course of
Executive's provision of services to the Company appear. Executive hereby waives and releases any claim or right Executive may otherwise have arising out of such use, publication or distribution.

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IN WITNESS WHEREOF,the Parties. have executed this Agreement as of the date first above written.

CARDIONET, INC.By:

/s/ Randy ThurmanName:

Randy ThurmanTitle:

Chief Executive OfficerDated:

1/28/09EXECUTIVE:/s/ Mathew Margolies Mathew MargoliesDated:

1-28-09


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