## ***Exhibit10.2***

 

## ***FIRSTAMENDMENT TO***

## ***EARNOUT AGREEMENT***

## *** ***

**FIRSTAMENDMENT TO EARN OUT AGREEMENT** (this “**Amendment**”)dated as of August 23, 2008, by and among InfoLogix Systems Corporation, aDelaware corporation (“**InfoLogix Systems**”)and Healthcare Informatics Associates, Inc., a Delaware corporation (“**HIA**”).

 

### **Background**

###  

A.                                   InfoLogix Systems and HIA are parties tothat certain Asset Purchase Agreement, dated as of September 30, 2007 (the“**Asset Purchase Agreement**”), pursuant towhich InfoLogix Systems purchased substantially all of the assets of HIA.

 

B.                                     In connection with the Asset PurchaseAgreement, InfoLogix Systems and HIA entered into an Earn Out Agreement, datedas of September 30, 2007 (the “**Earn Out Agreement**”),that provides for the payment of contingent consideration to HIA by InfoLogixSystems if certain performance targets are satisfied following the closing ofthe transactions contemplated by the Asset Purchase Agreement.

 

C.                                     InfoLogix Systems and HIA desire to amendthe Earn Out Agreement as set forth herein to (i) change the earn outperiods defined in the Earn Out Agreement for purposes of determining whetherthe performance targets established under the Earn Out Agreement have beensatisfied and (ii) to modify the manner in which the Net ContributionAmount (as defined in the Earnout Agreement) is calculated.

 

**NOW,THEREFORE**, inconsideration of the mutual promises, agreements and covenants set forthherein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto, intending tobe legally bound, hereby agree as follows:

 

1.                                       Amendments.

 

1.1                                 The definition of the term “**Earn Out Period**” set forth in Section 1 of the Earn OutAgreement is hereby amended and restated to read in its entirety as follows:

 

“**Earn OutPeriod**” shall mean the fifteen month period from October 1, 2007through December 31, 2008 and the twelve calendar month period from January 1,2009 through December 31, 2009.

 

1.2                                 Exhibit A to the Earnout Agreement shall be amendedand restated in its entirety to read as set forth on Exhibit A tothis Amendment.

 

2.                                       Counterparts. This Amendment may be executed in several counterparts each of whichshall be an original and all of which taken together shall constitute a singleinstrument.

 

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3.                                       Governing Law. This Amendment is made pursuant to, and shall be construed and enforcedin accordance with, the laws of the State of Delaware, regardless of the lawsthat might otherwise govern under applicable principles of conflicts of law inthat or any other jurisdiction.

 

4.                                       Section Headings. The section headings herein have been inserted for convenience ofreference only and shall in no way modify or restrict any of the terms orprovisions hereof.

 

5.                                       Earn Out Agreement in Full Force andEffect as Amended.  Except as specifically amended hereby, all ofthe terms and conditions of the Earn Out Agreement shall be in full force andeffect.  All references to the Earn OutAgreement in any other document or instrument shall be deemed to mean such EarnOut Agreement as amended by this Amendment. The parties hereto agree to be bound by the terms and obligations of theEarn Out Agreement, as amended by this Amendment, as though the terms andobligations of the Earn Out Agreement were set forth herein.

 

[*Signaturesof the parties intentionally appear on the next page.*]

 

2

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**INWITNESS WHEREOF,**this Amendment has been executed as of the day and year first above written.

 

 
|   | INFOLOGIX SYSTEMS CORPORATION                |
|--------|----------------------------------------------|
|   |                                         |
|   | By:                                          | /s/ David T. Gulian |
|   | Name: David T. Gulian                        |
|   | Title: President and Chief Executive Officer |
|   |                                         |
|   |                                         |
|   | HEALTHCARE INFORMATICS ASSOCIATES, INC.      |
|   |                                         |
|   |                                         |
|   | By:                                          | /s/ Gerry Bartley |
|   | Name: Gerry Bartley                          |
|   | Title: President                             |

 

 
| Acknowledged and agreed: |   |
|--------------------------|--------|
|                     |   |
|                     |   |
| /s/ Gerry Bartley        |   |
| Gerry Bartley            |   |
|                     |   |
|                     |   |
| /s/ Mary Ann Bartley     |   |
| Mary Ann Bartley         |   |

 

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**EXHIBIT A**

 

**Calculationof Net Contribution Amount**

 

Net Contribution Amount shall equal:

 

1.               all HIA revenues  relating to consultingservices;

 

minus

 

2.               all direct costs of billable and non-billable labor related to theBusiness;

 

minus

 

3.               all direct allocableoverhead costs associated with the Business, including, without limitation, (a) alltravel, entertainment and convention costs, (b) rental payments under anylease or sublease for office space and\or equipment used by the Business, (c) alltraining costs incurred for employees or consultants of the Business, and (d) commissionspaid by the Company in connection with successful sales of the services of theBusiness by the Company;

 

minus

 

4.               an indirect overhead chargeof $15,000 for each full-time equivalent related to the Business;

 

plus

 

5.               5% commissions on any revenue earned by the Business for the sale of theCompany’s products or services to hospitals located in the United States,excluding any products or services offered by the Business;

 

plus

 

6.               all recruiting fees, and signing bonuses paid to new employees hired forthe Business during the period from May 1, 2008 through and including December 31,2008 (collectively, the “**2008 Hires**”);

 

plus

 

7.               the amount of any salary and/or training expenses paid to or on behalf ofany 2008 Hire for periods in which such 2008 Hire was attending a formaltraining program required by HIA with respect to the Business;

 

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plus

 

8.               an amount equal to $140 per hour (pro rated for any periods less than afull hour) for each hour billed by employees of the Business with respect toproviding e-learning content for the Multicare project commenced in June 2008;

 

plus

 

9.               an amount equal to 50% of all salary, benefits and related payrollexpenses incurred by the Business for Georgene Snyder for the period from June 1,2008 through and including December 31, 2009.

 

5

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