**EXHIBIT10.5**

** **

**FOURTHAMENDMENT TO FORBEARANCE AGREEMENT**

 

**THIS FOURTH AMENDMENT TO FORBEARANCE AGREEMENT**(this “***Amendment***”) isentered into this 30st day of September, 2009, by and among **HERCULES TECHNOLOGY GROWTH CAPITAL, INC.**aMaryland corporation (“***Lender***”),and **INFOLOGIX, INC.,**a Delaware corporation(“***Infologix***”),**INFOLOGIX SYSTEMS CORPORATION**, aDelaware corporation (“***ISC***”), **EMBEDDED TECHNOLOGIES, LLC,**a Delaware limited liabilitycompany (“***Embedded***”), **OPT ACQUISITION, LLC,**a Pennsylvania limited liabilitycompany (“***OPT***”) and Infologix — DDMS, Inc.a limited liability company (“***DDMS***”, andcollectively with Infologix, ISC, Embedded and Opt, “***Borrower***”).  Capitalized terms used herein withoutdefinition shall have the same meanings given them in the Forbearance Agreement(as defined below).

 

**RECITALS**

 

**A.****           **Borrower and Lender have entered into thatcertain Loan and Security Agreement dated as of May 1, 2008, Amendment No. 1to the Loan and Security Agreement dated as of November 19, 2008,Amendment No. 2 to the Loan and Security Agreement dated as of May 31,2009, (as may be amended, restated, or otherwise modified, the “***Loan Agreement***”),pursuant to which Lender has agreed to extend and make available to Borrowercertain advances of money.

 

**B.****           **Borrower and Lender have entered into thatcertain Forbearance Agreement dated as of July 31, 2009, as amended by theAmendment to Forbearance Agreement, dated as of August 14, 2009, theSecond Amendment to Forbearance Agreement dated as of August 20, 2009, theThird Amendment to Forbearance Agreement dated as of September 23, 2009(as so amended, the “***Forbearance Agreement***”),pursuant to which Lender agreed to forbear from exercising its remedies underthe Loan Agreement as a result of the Specified Default, subject to the termsand conditions, and for the period specified in the Forbearance Agreement.

 

**C.****           **Pursuant to Section 7.23 of the LoanAgreement, Borrower was required to pay to Lender the remaining balance of theRestructuring Fee in the amount of $160,000 on the earliest of (i) September 30,2009, (ii) the acceleration of the Secured Obligations, and (iii) paymentin full of the Secured Obligations. Borrower acknowledges that it has failed to make the required payment of$160,000 by such date and, as a result, an Event of Default (the “***Specified Payment Default***”) hasoccurred and is continuing under Section 9.2 of the Loan Agreement.Lender, however, agrees to forebear from exercising its remedies under the LoanAgreement as a result of the Specified Payment Default as well, subject to theterms and conditions, and for the period specified in the ForbearanceAgreement.

 

**D.****           **Each of Borrower and Lender desires to amendthe Forbearance Agreement to designate the Specified Payment Default as aSpecified Default subject to the terms and conditions of the ForbearanceAgreement.

 

**AGREEMENT**

 

NOW,THEREFORE, in consideration of the foregoing Recitals, which are herebyincorporated in this Agreement, and intending to be legally bound, the partieshereto agree as follows:

 

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**1.****            ****AMENDMENTS**.

 

**1.1  Recitals. **Recital D of the ForbearanceAgreement is deleted in its entirety and replaced with the following:

 

“D.          Pursuant to Section 7.24 of the Loan Agreement,the Fundamental Event Closing was to have occurred on or before July 31,2009.  The Fundamental Event Closing hasnot occurred by such date and, as a result an event of Default has occurred andis continuing under Section 9.2 of the Loan Agreement (the “***Specified Covenant Default***”).Pursuant to Section 7.23 of the Loan Agreement, Borrower was required topay to Lender the remaining balance of the Restructuring Fee in the amount of$160,000 on the earliest of (i) September 30, 2009, (ii) theacceleration of the Secured Obligations, and (iii) payment in full of theSecured Obligations.  Borroweracknowledges that it has failed to make the required payment of $160,000 bysuch date and, as a result, an Event of Default has occurred and is continuingunder Section 9.2 of the Loan Agreement (the “***SpecifiedPayment Default***,” and collectively with the Specified CovenantDefault, the “***Specified Default***”).

 

**2.****            ****BORROWER’SREPRESENTATIONS AND WARRANTIES**.  Borrower represents and warrants that:

 

**(a)****          **Borrower has the power and authority toexecute and deliver this Amendment and to perform its obligations under theLoan Agreement, as amended by this Amendment;

 

**(b)****          **the execution and delivery by Borrower ofthis Amendment and the performance by Borrower of its obligations under theLoan Agreement, as amended, have been duly authorized by all necessary actionon the part of Borrower; and

 

**(c)****          **this Amendment has been duly executed anddelivered by Borrower and is the binding obligation of Borrower, enforceableagainst it in accordance with its terms, except as such enforceability may belimited by bankruptcy, insolvency, reorganization, liquidation, moratorium orother similar laws of general application and equitable principles relating toor affecting creditors’ rights.

 

Borrower understands andacknowledges that Lender is entering into this Amendment in reliance upon, andin partial consideration for, the above representations and warranties, andagrees that such reliance is reasonable and appropriate.

 

**3.****            ****LIMITATION**.  The amendments set forth in this Amendmentshall be limited precisely as written and shall not be deemed (a) to be awaiver or modification of any other term or condition of the Loan Agreement orof any other instrument or agreement referred to therein or to prejudice anyright or remedy which Lender may now have or may have in the future under or inconnection with the Loan Agreement or any instrument or agreement referred totherein; or (b) to be a consent to any future amendment or modification orwaiver to any instrument or agreement the execution and delivery of which isconsented to hereby, or to any waiver of any of the provisions 

 

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thereof.  Except as expressly amended hereby, the LoanAgreement shall continue in full force and effect.

 

**4.****            ****EFFECTIVENESS**.  This Amendment shall become effective uponthe satisfaction of all the following conditions precedent:

 

**4.1****         ****Amendment**.  Borrower and Lender shall have duly executedand delivered this Amendment to Lender.

 

**5.****            ****COUNTERPARTS**.  This Amendment may be signed in any number ofcounterparts, and by different parties hereto in separate counterparts, withthe same effect as if the signatures to each such counterpart were upon asingle instrument.  All counterpartsshall be deemed an original of this Amendment.

 

**6.****            ****INTEGRATION**.  This Amendment and any documents executed inconnection herewith or pursuant hereto contain the entire agreement between theparties with respect to the subject matter hereof and supersede all prioragreements, understandings, offers and negotiations, oral or written, withrespect thereto and no extrinsic evidence whatsoever may be introduced in anyjudicial or arbitration proceeding, if any, involving this Amendment; exceptthat any financing statements or other agreements or instruments filed byLender with respect to Borrower shall remain in full force and effect.

 

**7.****            ****GOVERNINGLAW; VENUE.**  THISAMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.  Borrower and Lender each submit to theexclusive jurisdiction of the State and Federal courts in Santa Clara County,California.

 

[signaturepage follows]

 

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**IN WITNESS WHEREOF**, the parties have dulyauthorized and caused this Amendment to be executed as of the date firstwritten above.

 

**BORROWER**:

 
| **INFOLOGIX, INC.**            | ** **          |
|--------------------------------|---------------------|
| ** **                     | ** **          |
| By:                            | /s/ John A. Roberts | ** ** |
|                           | ** **          |
| Name: Jay Roberts              | ** **          |
|                           | ** **          |
| Title: Chief Financial Officer |                |
|                                |                     |  |

 

**INFOLOGIX SYSTEMS CORPORATION**

 
| By:                            | /s/ John A. Roberts |   |
|--------------------------------|---------------------|--------|
|                           |
| Name: Jay Roberts              |
|                           |
| Title: Chief Financial Officer |

 

**OPT ACQUISITION, LLC**

 
| By:                            | /s/ John A. Roberts |   |
|--------------------------------|---------------------|--------|
|                           |
| Name: Jay Roberts              |
|                           |
| Title: Chief Financial Officer |

** **

**EMBEDDED TECHNOLOGIES, LLC**
| By: INFOLOGIX, INC. its  sole member |                |
|--------------------------------------|---------------------|
|                                 |
| By:                                  | /s/ John A. Roberts |   |
|                                 |
| Name: Jay Roberts                    |
|                                 |
| Title: Chief Financial  Officer      |
|                                      |                     |  |

** **

**INFOLOGIX — DDMS, INC.**

 
| By:                            | /s/ John A. Roberts |   |
|--------------------------------|---------------------|--------|
|                           |
| Name: Jay Roberts              |
|                           |
| Title: Chief Financial Officer |

 

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**LENDER**:

 
| **HERCULES TECHNOLOGY GROWTH CAPITAL, INC.** |
|----------------------------------------------|
|                                         |
| By:                                     | /s/ K. Nicholas Matitsch |   |
|                                         |
| Name: K. Nicholas Matitsch                   |
|                                         |
| Title: Associate General  Counsel            |

 

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