**Exhibit10.5**

** **

**FOURTH AMENDMENT ANDMODIFICATION**

**TO LOAN AND SECURITY AGREEMENT**

 

**THIS FOURTH AMENDMENT ANDMODIFICATION TO LOAN AND SECURITY AGREEMENT** (the **“Amendment”**) ismade effective as of the 30th day of September, 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 to that certainLoan and Security Agreement dated March 16, 2006 by and among Borrowers andBank (as amended by that certain First Amendment and Modification to Loan andSecurity Agreement dated August 25, 2006 (the **“FirstAmendment”**), that certain Second Amendment and Modification to Loanand Security Agreement dated October 31, 2006 (the **“SecondAmendment”**), that certain Third Amendment and Modification to Loanand Security Agreement dated March 23, 2007 (the **“ThirdAmendment”**) 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 principalamount of Eight Million Five Hundred Thousand Dollars ($8,500,000.00), (ii) aterm loan in the original principal amount of One Million Five Hundred ThousandDollars ($1,500,000.00) and (iii) a term loan in the original principal amountof One Million Dollars ($1,000,000.00).

#  

# B.            Borrowers have requestedand Bank has agreed to amend the Loan Agreement in accordance with the termsand conditions contained herein.

#  

# C.            All capitalized termscontained herein and not otherwise defined herein shall have the meanings setforth in the Loan Agreement.

#  

**NOW, THEREFORE**, intending to be legally bound hereby, theparties hereto agree as follows:

 

## 1.             **New Term Loan C**. The Loan Agreement is hereby amended byadding the following as **Sections 2.2B, 3.2B, 4.3Band 4.3C** thereto:

##  

“2.2B      Term Loan C. Bankshall lend to Borrowers and Borrowers shall borrow from Bank the aggregateamount of Two Million Dollars ($2,000,000.00) (**“Term Loan C”**). Borrowers’ obligation to repay Term Loan Cshall be evidenced by Borrowers’ promissory note (the **“Term Note C”**) in the face amount of TwoMillion Dollars ($2,000,000.00).”

 

“3.2B      Interest on Term Loan C.Interest on the entire outstanding principal balance of Term Loan C will accrueat the rate per annum which is equal to the Prime Based Term C Rate.”

 

----

 

“4.3C      Principal Payments on Term Loan C. Borrowers will pay the principal of TermLoan C in equal and consecutive monthly installments of Fifty-Five ThousandFive Hundred Fifty-Five and 56/100 Dollars ($55,555.56) each, on the first dayof each calendar month commencing on March 1, 2008, and in one (1) finalpayment of the remaining principal balance, plus all accrued and unpaidinterest thereon on March 16, 2011.”

 

## 2.             **Definitions**.

##  

### (a)           **Contract Period**.**Section 1.1(n)** of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

###  

“(n)         **“Contract Period”** means the period of time commencing on thedate hereof and continuing through and including March 16, 2011.”

 

### (b)           **Maximum Line Amount**.**Section 1.1(bbb)** of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

###  

“(bbb)    **“Maximum Line Amount”** means an amount up to Eleven Million Dollars ($11,00,000.00).”

 

### (c)           **Net Income. Section 1.1(ccc)**of the Loan Agreement is hereby deleted in its entirety and replacedwith the following:

###  

“(ccc)     “**Net Income**” means income (orloss) of Borrowers after income and franchise taxes and shall have the meaninggiven such term by GAAP, provided that there shall be specifically excludedtherefrom (i) gains or losses from the sale of capital assets, (ii) net incomeof any Person in which any Borrower has an ownership interest, unless receivedby such Borrower in a cash distribution, (iii) any gains arising fromextraordinary items, and (iv) non-cash expenses related to options, all asdetermined in accordance with GAAP on a consolidated basis.”

 

### (d)           **Prime Rate Advance**.**Section 1.1(nnn)** of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

###  

“(nnn)    **“Prime Rate Advance”** means any Advance accruing interest at thePrime Based Line Rate, the Prime Based Term Rate, the Prime Based Term B Rateor the Prime Based Term C Rate.”

 

## 3.             **Additional Definitions**. **Section 1.1**of the Loan Agreement is hereby amended by adding the following as **Sections 1.1(l)A, 1.1(lll)C, 1.1(lll)D, 1.1(aaaa)Band 1.1(bbbb)B** thereto:

##  

“(l)A                       **“Cash Equivalents”** means the aggregate of a Person’s (i) cashon hand or in any bank or trust company, (ii) monies on deposit in any moneymarket accounts and (iii) treasury bills, certificates of deposit, commercialpaper and readily marketable 

 

2

----

 

securitiestraded on a nationally recognized exchange at current market value having, ineach instance, a maturity of not more than one hundred eighty (180) days.”

 

“(lll)C                      **“Prime Based Term C Rate”** means the Prime Rate, plus the PrimeRate Term C Margin (such rate to change immediately upon any change in thePrime Rate).”

 

“(lll)D                     **“Prime Rate Term C Margin”** means 150 basis points.”

 

“(aaaa)B                 **“Term Loan C”** shall have the meaning given such term in **Section 2.2B** hereof.”

 

“(bbbb)B               **“Term Note C”**shall have the meaning given such term in **Section 2.2B** hereof.”

 

## 4.             **Line of Credit**. The reference to “Eight Million FiveHundred Thousand Dollars ($8,500,000.00)” set forth in **Section2.1** of the Loan Agreement is hereby deleted and replaced with “ElevenMillion Dollars ($11,000,000.00)”.

##  

## 5.             **Use of Proceeds**. **Section 2.3**of the Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

##  

“2.3         **Use of Proceeds**.Borrowers agree to use Advances (other than Advances under Term Loan B and TermLoan C) to refinance obligations of Borrowers to Silicon Valley Bank and forproper working capital purposes. Borrowers agree to use Advances under TermLoan B to repay certain obligations of Infologix to Cosmo DeNicola, Craig Wilensky, Richard Hodge, David Gulian and/or AlbertCiardi, Jr. Borrowers agree to use Advances under Term Loan C to fund a portionof the purchase price of the acquisition of substantially all of the assets ofHealthcare Informatics Associates, Inc.”

 

## 6.             **Method of Advances**. **Section 2.4(b)**of the Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

##  

“(b)         **Term Loan Advance**. The entire principal amount of the TermLoan shall be advanced on the date hereof. The entire principal amount of TermLoan B shall be advanced on August 25, 2006. The entire principal amount ofTerm Loan C shall be advanced on October 1, 2007.”

 

## 7.             **Term Loan Payments**. **Section 4.3(a)**of the Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

##  

“(a)         **Principal Payments on theTerm Loan**. Subject tothe next succeeding sentence, Borrowers will pay the principal of the Term Loanin (i) equal and consecutive monthly installments of Forty-One 

 

3

----

 

ThousandSix Hundred Sixty-Six and 66/100 Dollars ($41,666.66) each, on the first day ofeach calendar month commencing on April 1, 2006 and continuing through andincluding August 1, 2007, and (ii) one (1) final payment of the remainingprincipal balance, plus all accrued and unpaid interest thereon on March 16,2011. Notwithstanding the foregoing, in addition to any other rights orremedies that Bank may have hereunder or under any of the other Loan Documents,if at any time Bank does not have a lien against the Pledged Account, Borrowerswill pay the principal of the Term Loan in equal and consecutive monthlyinstallments of Forty-One Thousand Six Hundred Sixty-Six and 66/100 Dollars($41,666.66) each, on the first day of each calendar month commencing on thefirst day of the first calendar month following the date the Bank no longerhas  a lien against the Pledged Accountand one (1) final payment of the remaining principal balance, plus all accruedand unpaid interest thereon on March 16, 2011.”

 

## 8.             **Term Loan B Payments**. **Section 4.3A**of the Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

##  

“4.3A      **Principal Payments on TermLoan B**. Subject to thenext succeeding sentence, Borrowers will pay the principal of Term Loan B in (a)equal and consecutive monthly installments of Twenty-Seven Thousand SevenHundred Seventy-Seven and 78/100 Dollars ($27,777.78) each, on the first day ofeach calendar month commencing on November 1, 2006 and continuing through andincluding August 1, 2007, and (b) one (1) final payment of the remainingprincipal balance, plus all accrued and unpaid interest thereon on March 16,2011. Notwithstanding the foregoing, in addition to any other rights orremedies that Bank may have hereunder or under any of the other Loan Documents,if at any time Bank does not have a lien against the Pledged Account, Borrowerswill pay the principal of the Term Loan in equal and consecutive monthlyinstallments of Twenty-Seven Thousand Seven Hundred Seventy-Seven and 78/100Dollars ($27,777.78) each, on the first day of each calendar month commencingon the first day of the first calendar month following the dated Bank no longerhas a lien against the Pledged Account and one (1) final payment of theremaining principal balance, plus all accrued and unpaid interest thereon onMarch 16, 2011.”

 

## 9.             **Excess Cash Flow**. **Section 4.3B**of the Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

##  

“4.3B      Excess Cash Flow. Inaddition to the monthly Term Loan, Term Loan B and Term Loan C paymentsrequired by the foregoing **Sections 4.3, 4.3A and4.3C**, at Bank’s option, Borrowers shall pay to Bank, on anannual basis contemporaneously with its delivery of the financial statementsrequired by **Section 9.1** hereof and in anyevent 

 

4

----

 

nolater than ninety (90) days after the end of each fiscal year of Borrowers, anamount equal to fifteen percent (15%) of Excess Cash Flow for the immediatelypreceding fiscal year, which payment shall be applied to the regularlyscheduled payments of the Term Loan, Term Loan B and/or Term Loan C, as Bank’ssole option, in the inverse order in which they are due.”

 

## 10.           **Terminationof Line; Prepayment of Term Loans**. **Section 4.8** of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

##  

“4.8         **Termination of Line; Prepayment of Term Loan, Term Loan B and/or TermLoan C**.

 

(a)           **Right to Terminate**. Borrowers may terminate the Line upon sixty(60) days prior written notice to Bank.

 

(b)           **Termination Fee**. In the event that (i) the Line isterminated by Borrowers for any reason, including without limitation prepaymentor refinancing of the Line with another lender or from any other source, or (ii)an Event of Default occurs and the Line is terminated, Borrowers shall pay toBank a termination fee calculated as follows:

 

(1)           ifthe termination date is on or prior to March 16, 2009, the termination fee willbe equal to one-half of one percent (.5%) of the sum of the (i) Maximum LineAmount, plus (ii) the then outstanding principal balance of Term Loan, plus (iii)the then outstanding principal balance of Term Loan B, plus (iv) the thenoutstanding principal balance of Term Loan C; and

 

(2)           ifthe termination date is after March 16, 2009, there will be no termination fee.

 

IfBorrowers request an extension of the Contract Period, Bank reserves the right,interalia, to amend the termination fees for subsequent periodsas a condition of any extension of the Line, together with such otherconditions as Bank shall require.

 

Inthe event Bank exercises its right to accelerate payments under Term Loan, TermLoan B or Term Loan C following an Event of Default or otherwise, any tender ofpayment of the amount necessary to repay all or part of Term Loan, Term Loan Bor Term Loan C made thereafter at any time by Borrowers, their successors orassigns, or by anyone on behalf of Borrowers and any receipt by Bank ofproceeds of Collateral in payment of Term Loan, Term Loan B or Term Loan Cshall be deemed to be a voluntary prepayment and in connection therewith Bankshall be entitled to receive the premium, if any required to be paid under theforegoing prepayment restrictions.

 

5

----

 

(c)           **Term Loan, Term Loan B andTerm Loan C Co-Terminus with Line**. In the event the Line is terminated for any reason including, withoutlimitation, as a result of an Event of Default, expiration of the ContractPeriod, pre-payment by Borrowers or otherwise, the entire outstanding principalbalance of each of Term Loan, Term Loan B and Term Loan C, together with anyaccrued and unpaid interest thereon and any other sums due pursuant to theterms hereof shall be due and payable immediately.”

 

## 11.           **AdditionalCollateral**.

##  

### (a)           **Section 5** of theLoan Agreement is hereby amended by adding the following as **Section 5.2A** thereto:

###  

“5.2A      **Pledged Account**.Borrowers shall grant Bank, as additional security for the Bank Indebtedness, asecurity interest in certain investment property owned by Borrowers andmaintained with Bank in Account No. INF05268 (the **“PledgedAccount”**). If, at any time and from time to time, the value of thePledged Account, as determined by Bank in its reasonable discretion, is lessthan Two Million Six Hundred Thousand Dollars ($2,600,000.00) (the amount bywhich the value of the Pledged Account is less than Two Million Six HundredThousand Dollars ($2,600,000.00) being referred to herein as a **“Deficiency”**), and the Borrowers do not deposit sufficientinvestment property to reduce the Deficiency to $0 within three (3) BusinessDays of written notice from the Bank that such Deficiency exists, the Bankshall have the right to institute a reserve (a **“DeficiencyReserve”**) against the Borrowing Base Amount in an amount equal tothe Deficiency.”

 

### (b)           Notwithstanding anything to the contrary set forth in the LoanDocuments, including, without limitation, **Section 5**of the Third Amendment, upon the occurrence of the Specified Events, Bankshall  (i) not be obligated to releaseits lien on the Pledged Account, except in its sole discretion and (ii)continue to have the right to institute a Deficiency Reserve from time to time.As used herein, **“Specified Events”** means, Bank’sreceipt of evidence that Borrowers have complied with the financial covenantsset forth in **Section 8** of the LoanAgreement for Borrowers’ fiscal year ending December 31, 2007, provided that noEvent of Default shall have occurred and be continuing.

###  

## 12.           **FinancialCovenants**.

##  

### (a)           **Minimum Annual Net Income**. **Section 8.1** of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

###  

“8.1         **Minimum Annual Net Income**.Borrowers shall have Net Income of at least (a) negative $250,000.00 for thesix month period ending December 31, 2007 and (b) $500,000.00 for the twelvemonth period ending December 31, 2008 and for each fiscal year of Borrowersending thereafter.”

 

6

----

 

### (b)           **Minimum Quarterly Net Income**. **Section 8.2** of the LoanAgreement is hereby deleted in its entirety and replaced with the following:

###  

“8.2         **Minimum Quarterly Net Income**. Borrowers shall have Net Income of at least(a) negative $350,000.00 for the three month period ending September, 2007; (b)$0 as of March 31, 2008 and as of the end of the first three (3) fiscal quartersof Borrowers thereafter measured on a year-to-date basis.”

 

### (c)           **Fixed Charge Coverage Ratio**. **Section 8.3** of the Loan Agreement is hereby deleted andreplaced with the following:

###  

“8.3         **Fixed Charge Coverage Ratio**. Borrowers shall maintain a Fixed ChargeCoverage Ratio of not less than (i) 1.0 to 1.0 for the six month period endingDecember 31, 2007 and (ii) 1.2 to 1.0 as of the end of each fiscal quarter ofBorrowers ending thereafter, measured on a rolling four quarter basis.”

** **

### (d)           **Minimum Cash Equivalents**. **Section 8** of the LoanAgreement is hereby amended by adding the following as **Section8.6** thereto:

###  

“8.6         **Minimum Cash Equivalents**. Borrowers shall have Cash Equivalents of at least Four MillionDollars ($4,000,000.00) at all times.”

 

## 13.           **Eventof Default**. **Section 13.1** of the Loan Agreementis hereby amended by adding the following as **Section13.1(y)** thereto:

##  

“(y)         The existence of a Deficiency for a period of more than three (3)Business Days following written notice from Bank to Borrower that such Deficiencyexists.”

 

## 14.           **PermittedAcquisitions**. Inaddition to the terms and conditions set forth in **Section10(b)** of the First Amendment, Infologix shall not enter into anyacquisition (or series of acquisitions from persons who are Affiliates of eachother) with aggregate Acquisition Consideration equal to or exceeding TwoHundred Thousand Dollars ($200,000.00) without the prior written consent ofBank. Bank hereby consents to (i) the acquisition of substantially all of theassets of Healthcare Informatics Associates, Inc. for Acquisition Considerationin an amount not to exceed Sixteen Million Five Hundred Thousand Dollars($16,500,000.00) in the aggregate; provided that cash Acquisition Considerationfor such acquisition shall not exceed Five Million Five Hundred ThousandDollars ($5,500,000.00) and (ii) the acquisition of substantially all of theassets of, or all of the equity interests of BII for Acquisition Considerationin an amount not to exceed Two Million Three Hundred Thousand Dollars($2,300,000.00) in the aggregate, provided that cash Acquisition Considerationfor such acquisition shall not exceed One Million Two Hundred thousand Dollars($1,200,000.00), inclusive of a cash escrow account in the amount of TwoHundred Thousand Dollars ($200,000.00).

##  

## 15.           **Releaseof Collateral at Bank’s Sole Discretion**. Borrower hereby acknowledges and agrees that Bank shall have noobligation to release its lien against all or any portion of the 

 

7

----

 

## Collateral(including, without limitation, the Pledged Account) prior to the date on whichthe Bank Indebtedness has been paid in full and Bank no longer has anyobligation, agreement or commitment to advance any sums to Borrowers. Bank’srelease of its lien against all or any portion of the Collateral prior to suchdate shall be at the sole discretion of Bank.

##  

## 16.           **ConditionsPrecedent**. Bank’sobligations hereunder are contingent upon receipt by Bank of the following,each of which shall be in form and content satisfactory to Bank:

##  

### (a)           Promissory Notes. A fully executed amended and restatedpromissory note in the face amount of Eleven Million Dollars ($11,000,000.00) (**“Second A/R Note”**) and a fully executed Term Note C.

###  

### (b)           Certificates and Resolutions. An officer’s certificate of each Borrowercertifying (i) the authorizing resolution of the board of directors, members ormanagers, as applicable, of each Borrower to execute and perform the terms andconditions of this Amendment and each of the documents execution in connectionherewith, (ii) the incumbency of the officers, board members, members ormanagers, as applicable, of such Borrower, and (iii) that except as providedfor therein, there has been no change in the formation and governing documentsof such Borrower since the delivery of copies of such documents to Bank onAugust 25, 2006, with respect to Optasia and Embedded, and November 29, 2006,with respect to Infologix. If there has been a change in the formation and/orgoverning documents of any Borrower, a copy of such formation and/or governingdocument (along with all amendments and modifications thereto) shall bedelivered to Bank along with a certification from the applicable Borrower thatsuch document is a true and correct copy of the formation and/or coveringdocument through the date of such certificate.

###  

### (c)           Good Standing Certificates. A good standing certificate from the stateof incorporation of each Borrower certifying to the good standing and status ofsuch Borrower, good standing/foreign qualification certificates from all otherjurisdictions in which any Borrower is required to be qualified to do business.

###  

### (d)           Acquisition Documents. Copies of all items required to bedelivered to Bank pursuant to **Section 10**of the First Amendment in connection with the acquisition of substantially allof the assets of Healthcare Informatics Associates, Inc. (the **“Proposed Acquisition”**), including, without limitation (i)copies of all documents, including all related schedules and exhibits, executedand/or delivered in connection with the Proposed Acquisition; (ii) interimfinancial statements of Healthcare Informatics Associates, Inc. prepared on acash basis for the period ended September 28, 2007 along with a certificationby Jay Roberts that such statements are materially correct and complete and (iii)a subordination agreement regarding, *inter alia*, theportion of the Acquisition Consideration represented by a promissory noteissued by Borrower to Healthcare Informatics Associates, Inc. and/or to be paidafter the closing date under the acquisition documents (the **“Seller Subordination Agreement”**).

###  

## 17.           **Post-ClosingConditions**. Borrowershall deliver to Bank the following, within the time periods provided forbelow, each of which shall be in form and content satisfactory to Bank:

##  

### (a)           On or prior to October 15, 2007, audited financial statements ofHealthcare Informatics Associates, Inc. for the fiscal year ended 2004, 2005and 2006.

 

8

----

 

### (b)           On or prior to October 31, either (i) a control agreement for eachdeposit account acquired by Borrower pursuant to the Proposed Acquisition (ii)evidence that the assets in such accounts have been moved to Bank and suchaccounts have been closed.

###  

## 18.           **AmendmentFee**. Upon execution of thisAmendment, Borrowers shall pay to Bank an amendment fee in the amount of ThirtyThousand Dollars ($30,000.00) (the **“AmendmentFee”**) which fee may be charged as a Line Advance or charged to anybank account of any Borrower maintained with Bank. The foregoing Amendment Feeis in addition to the interest and other amounts which Borrowers are requiredto pay under the Loan Documents, and is fully earned and nonrefundable.

##  

## 19.           **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) **“Advance”** shall include, withoutlimitation advances under Term Loan C; (b) **“Bank Indebtedness”**shall include, without limitation, all of Borrowers obligations under and inconnection with Term Loan C; (c) **“Collateral”**shall include, without limitation, the Pledge Account; (d) the **“Line Note”** shall mean the Second A/R Note; (e) the **“Loan Agreement”** shall mean the Loan Agreement as amendedhereby; (f) the **“Loan Documents”** shall includethis Amendment, Term Loan C Note, the Second A/R Note, the Seller SubordinationAgreement and all other instruments or agreements executed pursuant to or inconnection with the terms hereof; (g) **“Loans”** shallinclude, without limitation, Term Loan C; and (h) **“Note”**shall include, without limitation, the Term Loan C Note and the Second A/RNote.

##  

## 20.           **Release****.**EachBorrower and Guarantor acknowledges and agrees that it has no claims, suits orcauses of action against Bank and hereby remises, releases and foreverdischarges Bank, their officers, directors, shareholders, employees, agents,successors and assigns, and any of them, from any claims, suits or causes ofaction whatsoever, in law or at equity, which any Borrower or Guarantor has ormay have arising from any act, omission or otherwise, at any time up to andincluding the date of this Amendment.

##  

## 21.           **AdditionalDocuments; Further Assurances****.**Each Borrowercovenants and agrees to execute and deliver to Bank, or to cause to be executedand delivered to Bank contemporaneously herewith, at the sole cost and expenseof such Borrower, the Amendment and any and all documents, agreements,statements, resolutions, searches, insurance policies, consents, certificates,legal opinions and information as Bank may reasonably require in connectionwith the execution and delivery of this Amendment or any documents inconnection herewith, or to further evidence, effect, enforce or protect any ofthe terms hereof or the rights or remedies granted or intended to be granted toBank herein or in any of the Loan Documents, or to enforce or to protect Bank’sinterest in the Collateral. All such documents, agreements, statements, etc.,shall be in form and content acceptable to Bank in its reasonable discretion. EachBorrower hereby authorizes Bank to file, at such Borrower’s cost and expense,financing statements, amendments thereto and other items as Bank may reasonablyrequire 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 cooperatewith Bank in obtaining control with respect to Collateral consisting of depositaccounts, investment property, letter-of-credit rights and electronic chattelpaper.

##  

## 22.           **Further Agreements and Representations**. Each Borrower does hereby:

 

9

----

 

### (a)           ratify, confirm and acknowledge that the statements contained in theforegoing Background are true and complete and that, as amended hereby, the LoanAgreement and the other Loan Documents are in full force and effect and arevalid, binding and enforceable against each Borrower and its assets andproperties, all in accordance with the terms thereof, as amended;

###  

### (b)           covenant and agree to perform all of such Borrower’s obligations underthe Loan Agreement and the other Loan Documents, as amended;

###  

### (c)           acknowledge and agree that as of the date hereof, no Borrower has anydefense, set-off, counterclaim or challenge against the payment of any BankIndebtedness or the enforcement of any of the terms of the Loan Agreement or ofthe other Loan Documents, as amended;

###  

### (d)           acknowledge and agree that all representations and warranties of eachBorrower contained in the Loan Agreement and/or the other Loan Documents, asamended, are true, accurate and correct in all material respects on and as ofthe date hereof as if made on and as of the date hereof;

###  

### (e)           represent and warrant that no Default or Event of Default exists;

###  

### (f)            covenant and agree that such Borrower’sfailure to comply with any of the terms of this Amendment or any otherinstrument or agreement executed or delivered in connection herewith, shallconstitute an Event of Default under the Loan Agreement and each of the otherLoan Documents subject to any applicable notice and cure periods provided fortherein; and

###  

### (g)           acknowledge and agree that nothing contained herein, and no actionstaken pursuant to the terms hereof, are intended to constitute a novation ofany of the Notes, the Loan Agreement or of any of the other Loan Documents and,except as specifically set forth in **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 ofany 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, whichliens, security interests, rights and remedies are hereby expressly ratified,confirmed, extended and continued as security for all Bank Indebtedness.

###  

Each Borrower acknowledgesand 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 tothe amendments contained in this Amendment.

 

## 23.           **Fees,Cost, Expenses and Expenditures****.**Borrowers will payall of Bank’s reasonable expenses in connection with the review, preparation,negotiation, documentation and closing of this Amendment and the consummationof the transactions contemplated hereunder, including without limitation, fees,disbursements, expenses and disbursements of counsel retained by Bank and allfees related to filings, recording of documents, searches, environmentalassessments and appraisal reports, whether or not the transactions contemplatedhereunder are consummated.

##  

## 24.           **NoWaiver****.**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**of the First Amendment, **Section 1**of the Second 

 

10

----

 

## Amendmentand **Section 1** of the Third Amendment,nothing contained herein constitutes a waiver or release by Bank of any Eventof Default or of any rights or remedies available to Bank under the LoanDocuments or at law or in equity.

##  

## 25.           **Inconsistencies****.** To the extent of any inconsistencies betweenthe terms and conditions of this Amendment and the terms and conditions of theLoan Agreement or the other Loan Documents, the terms and conditions of thisAmendment shall prevail. All terms and conditions of the Loan Agreement andother Loan Documents not inconsistent herewith shall remain in full force andeffect and are hereby ratified and confirmed by Borrowers.

##  

## 26.           **BindingEffect****.**This Amendment, upon dueexecution hereof, shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns.

##  

## 27.           **GoverningLaw****.**This Amendment shall begoverned and construed in accordance with the laws of the Commonwealth ofPennsylvania without regard to conflict of law principles.

##  

## 28.           **Severability****.**Theprovisions of this Amendment and all other Loan Documents are deemed to beseverable, and the invalidity or unenforceability of any provision shall notaffect or impair the remaining provisions which shall continue in full forceand effect.

##  

## 29.           **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.

##  

## 30.           **Headings****.**Theheadings of the Articles, Sections, paragraphs and clauses of this Amendmentare inserted for convenience only and shall not be deemed to constitute a partof this Amendment.

##  

## 31.           **Counterparts****.**ThisAmendment may be executed in multiple counterparts, each of which shallconstitute an original and all of which together shall constitute the same agreement.

##  

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

11

----

 

**IN WITNESS WHEREOF**, the parties hereto, intending to be legallybound hereby, have caused this Amendment to be executed the day and year firstabove written.

 
| ** ** | **INFOLOGIX SYSTEMS CORPORATION  (formerly known as Info Logix Inc.)** |
|------------|------------------------------------------------------------------------|
| ** ** | ** **                                                             |
| ** ** | ** **                                                             |
|       | By:                                                                    |   /s/ David  Gulian |
|       |                                                                   |   David Gulian,  President |
|       |                                                                   |
|       |                                                                   |
| ** ** | **OPT ACQUISITION LLC**                                                |
| ** ** | ** **                                                             |
| ** ** | ** **                                                             |
|       | By:                                                                    |   /s/ David  Gulian |
|       |                                                                   |   David Gulian,  President |
|       |                                                                   |
|       |                                                                   |
| ** ** | **EMBEDDED TECHNOLOGIES, LLC**                                         |
| ** ** | **By: INFO LOGIX INC., its sole  Member**                              |
| ** ** | ** **                                                             |
| ** ** | ** **                                                             |
|       | By:                                                                    |   /s/ David  Gulian |
|       |                                                                   |   David Gulian,  President |
|       |                                                                   |
|       |                                                                   |
| ** ** | **SOVEREIGN BANK**                                                     |
| ** ** | ** **                                                             |
| ** ** | ** **                                                             |
|       | By:                                                                    |   /s/ Steven  Fahringer |
|       |                                                                   |   Steven  Fahringer, Vice President |

 

**[SIGNATURES CONTINUED ON FOLLOWING PAGE]**

 

----

 

**[SIGNATURES CONTINUED FROM PRIOR PAGE]**

 

The undersigned, intendingto be legally bound hereby, consents and agrees to the foregoing Fourth 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 impair theundersigned’s obligations under that certain Surety Agreement from the undersigned to Bank dated November 29,2006 (the **“Surety”**), that certainSecurities Account Pledge Agreement from the undersigned to Bank dated November29, 2006 (the **“Pledge Agreement”**), or under anyother documents executed or delivered pursuant thereto or in connectiontherewith; (b) all references in the Surety and the Pledge Agreement (i) to “BankIndebtedness” shall include, without limitation, all obligations of Borrowersto Bank under Term Loan C and the Line (each as defined in and as increased bythe Agreement) and (ii) to the “Loan Agreement” shall include the LoanAgreement (as defined in the Agreement) as amended by the Agreement, the FirstAmendment, the Second Amendment and the Third Amendment (each as defined in theAgreement); and (c) the terms of the Surety and Pledge Agreement are herebyratified and confirmed, all as of the date hereof.

 
| ** ** | **INFOLOGIX,  INC. (formerly known as  New Age Translation, Inc.)** |
|------------|---------------------------------------------------------------------|
| ** ** | ** **                                                          |
| ** ** | ** **                                                          |
|       | By:                                                                 | /s/ David Gulian |
|       |                                                                | David Gulian, President |

 

13

----