Exhibit
10.2


CONSULTING
AGREEMENT


THIS CONSULTING
AGREEMENT is made this 9th day of April, 2007 (“Consulting Agreement”),
by and between INFOLOGIX, INC., a Delaware corporation (the “Company”),
LM Consulting LLC, a Delaware limited liability company (“Consultant”),
and Louis Heidelberger and Mark Niemiec (the
“Representatives” and, together with Consultant, “Consultants”),
individuals residing in the Commonwealth of Pennsylvania and State of Florida,
respectively, and the owners of all of the outstanding membership interests of
Consultant.


WITNESSETH:


WHEREAS, the Company, InfoLogix-DDMS, Inc., DDMS Holdings,
LLC, and the Representatives entered into an Agreement and Plan of Merger,
dated April 9, 2007 (the “Merger Agreement”) pursuant to which DDMS
Holdings, LLC will merge with and into InfoLogix-DDMS, Inc.  (the “Merger”);


WHEREAS, the Representatives have unique expertise with respect to the
patents and other intellectual property acquired by the Company in connection
with the Merger;


WHEREAS, the Merger Agreement requires the Company to enter into this
Consulting Agreement with Consultant, and the Company desires to retain
Consultant to provide the Services (as defined below), and Consultant is
willing to be engaged by the Company in a consulting capacity as an independent
contractor, upon and subject to the terms and conditions set forth herein.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:


1.             Certain Terms.      Capitalized
terms used in this Consulting Agreement and not otherwise defined herein shall
have the respective meanings set forth in the Merger Agreement.


2.             Engagement.         The Company hereby engages Consultant,
and Consultant hereby accepts such engagement, on and subject to the terms and
conditions set forth herein, to serve the Company in a consulting capacity.


3.             Term.


(a)           The period of service of Consultant
to the Company will be for a term of ten years commencing on April 9, 2007 and
terminating on April 9, 2017, unless earlier terminated as set forth herein
(the “Consulting Period”).


(b)           The Company will be entitled to terminate this
Consulting Agreement at any time, for cause, if any of the following events
shall occur:


(i)            Consultant
or either Representative is convicted of a felony or a crime involving monies
or fraud by any court or governmental agency of competent jurisdiction;


(ii)           neither
of the Representatives are able to perform the duties required of them
hereunder due their death, disability or otherwise;


(iii)          Consultant’s
or either Representative’s gross negligence or willful misconduct in the
performance of the Services (as defined below); or


(iv)          intentional
refusal by Consultant or either Representative to perform any duty required of
them hereunder for a continuous period of three (3) calendar days after
delivery of written notice thereof to Consultant by the Company.













 


(c)           This Consulting
Agreement may be terminated at any time by mutual written consent of the
Company, Consultant and each of the Representatives.


(d)           Upon termination of
this Consulting Agreement, Consultant shall be entitled only to the consulting
fee payable under Section 5 of this Consulting Agreement accruing
through the date of termination.


4.             Duties.


(a)           Subject
to the terms and conditions hereinafter provided, the Company engages
Consultant and the Representatives to provide the services specified below (the
“Services”) related to the commercialization and development of certain
patents, patent applications, and other intellectual property acquired by the
Company in connection with the Merger, and Consultant and the Representatives
agree to provide the Services in accordance with the terms of this Consulting
Agreement.  The Services shall consist
of:


(i)            identifying  suppliers of components, containers and
packaging for drug delivery embodiments relating to the Patents;


(ii)           identifying
potential licensees of the Patents;


(iii)          advising
and assisting the Company with respect to the implementation of the Patent
Expansion Plan; and


(iv)          such
additional or different duties and services relating to the Patents as
reasonably requested by the Company and appropriate to Consultants’ abilities;


provided, however, that
the Services provided under this Consulting Agreement shall not include any
legal services performed by Louis Heidelberger or the law firm of Reed Smith
LLP.


(b)           During
the Consulting Period, the Consultants shall work with and report directly to
the President or Chief Financial Officer of the Company or other parties
designated by the President or Chief Financial Officer of the Company.


(c)           During
the Consulting Period, the Consultants shall at all times comply with, and be
subject to, such reasonable policies, procedures, rules and regulations as the
Company may establish from time to time.


(d)           In
connection with providing the Services during the Consulting Period, Consultant
shall make the Representatives available by telephone, email, or in person at
the offices of the Company, during normal business hours of the Company as
reasonably requested by the President or Chief Financial Officer.  At all times during the Consulting Period,
Consultant shall cause the Representatives to commit no less than an aggregate
of 20 hours per month to the provision of the Services.


(e)           During
the Consulting Period, Consultant shall use its best efforts to preserve and
promote the name, reputation and business of the Company.  Consultant agrees that at all times during
and after the Consulting Period, it shall take no action that could adversely
affect the name, reputation or business of the Company.


5.             Consulting Fee.


(a)           As
consideration for the services to be performed by Consultant hereunder, the
Company shall pay to Consultant, no later than 30 days after the end of each
fiscal quarter following the Effective Time, a consulting fee equal to 36% of
the Net Income (as defined below), if any, as of the end of such fiscal quarter
(the



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“Consulting Fee”).  Each
payment of the Consulting Fee shall be accompanied by a reasonably detailed
description supporting the calculation (the “Company Calculation”) of
the amount to be paid.  Consultant shall
be entitled to review each of the calculations and all supporting
documentation, if any, furnished to Consultant by the Company with respect to
the Consulting Fee.  No more than two
times per calendar year, upon 10 days prior written notice to the Company,
Consultant shall be entitled, at Consultant’s expense, to complete an
accounting of the Consulting Fee with reasonable access during the Company’s
normal business hours to the staff, books and records of the Company relating
to the calculation of the Consulting Fee (upon execution of an appropriate
confidentiality agreement) to determine the accuracy of the Company
Calculation.  If Consultant objects to
the Company Calculation of the Consulting Fee, Consultant shall notify the
Company in writing within 20 business days of receipt of the Company
Calculation, which notice shall be accompanied by a reasonably detailed
calculation (the “Consultant Calculation”) of the amount Consultant
believes should be paid.  In the event
Consultant objects to the Company Calculation, the Company and Consultant shall
jointly select an independent accounting firm to determine the appropriate
amount of the Consulting Fee.  The
determination of the independent accounting firm shall be final and binding on
the parties and shall not exceed the Consultant Calculation nor be less than
the Company Calculation. All costs related to the work of the independent
accounting firm shall be borne equally by Consultant and the Company.


(b)           As
used in Section 5(a), the term “Net Income” means an amount
calculated pursuant to the following formulas:


Until the aggregate amount of the Patent Expansion
Funds expended by InfoLogix during the term of this Consulting Agreement
exceeds $500,000:


Net Income = R
— EXP — .5 (PEF)


After the aggregate amount of the
Patent Expansion Funds expended by InfoLogix during the term of this Consulting
Agreement exceeds $500,000:


Net Income = R
— EXP — .25 (PEF)


Where:


R =                            The aggregate amount of all
(i) Settlement Income (as defined below) plus (ii) royalties or prepaid
licensing fees generated from in-force licenses of the Patents (the “Patent
Royalties”) received in cash by the Company during the period starting on
the first day of the fiscal quarter immediately following the last fiscal
quarter for which a payment of the Consulting Fee was made pursuant to this Section
5(b) and ending on the last day of the fiscal quarter for which the calculation
of Net Income is being made (such period, the “Measurement Period”);
provided, that with respect to any calculation of Net Income made before the
first payment of Consulting Fee under this Section 5(b), the Measurement
Period shall be deemed to have begun at the Effective Time.  “Settlement Income” shall mean
income received by the Company from the settlement of any claim, lawsuit,
proceeding or similar action (an “Action”) by the Company against any
person asserting a claim for infringement upon the Patents.


EXP =               During the applicable
Measurement Period the aggregate of (i) all costs, fees and expenses incurred
by the Company or its Affiliates in connection with the generation of the
Patent Royalties, including, without limitation, all legal fees incurred
related to the licensing of Patents plus (ii) all costs, fees and
expenses incurred by the Company in connection with an Action by the Company
that results in any Settlement Income being received by the Company plus
(iii) all costs, fees and expenses (including legal fees and any amounts paid
in settlement or as damages) incurred by the Company in connection with an
Action against the Company asserting that the



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Patents infringe upon a
third party’s intellectual property plus (iv) any sales and use taxes
incurred by the Company in connection with any Patent Royalties or any
Settlement Income.


PEF =                 The aggregate Patent
Expansion Funds expended by InfoLogix or its Affiliates during the applicable
Measurement Period.


6.             Confidentiality.  Consultant and each Representative covenants
and agrees that it will not, and will cause its advisors, employees and agents
not, to the detriment of the Company, at any time during or after the
termination of the Consulting Period, (a) reveal, divulge or make known or
accessible to any person or business entity (other than the Company or its
officers, employees, or agents who need to know such information) any
Confidential Information, unless with written permission of the Company or as a
result of judicial or administrative process or by requirements of law, or (b)
use any Confidential Information for its own account or the account of any
other person.  For the purposes of this
Agreement, “Confidential Information” shall include any and all
documents and information, including any trade secret, technical data, client
list, file or record, financial data, future plans, licensed technology,
whether in concept or development stage, books or records, marketing policy or
plan, or any other proprietary or confidential information used by the Company,
or any of its services, clients, or agents. 
Consultant and each Representative further covenants and agrees that it
shall retain all such knowledge and information which they shall acquire or
develop respecting such Confidential Information in trust for the sole benefit
of the Company and its successors and assigns.


7.             Covenant
Not to Compete.  Consultant and each
Representative hereby agrees as follows:


(a)           During and for a period of three
years following the termination of the Consulting Period, unless expressly
consented to in writing by the Company, Consultant and each Representative
shall not, directly or indirectly, either individually, collectively, or in
combination,  through any entity or
agent:


(i)            operate, establish, manage, own,
control, invest in, be employed by, provide financial assistance to, or provide
consulting or other services relating to the operation, establishment,
management, ownership, or control of, any business in North America similar to
the business of the Company, as conducted or proposed to be conducted as of the
date of this Consulting Agreement (a “Competing Business”) ;


(ii)           become a stockholder, partner, owner,
officer, director, or employee or agent of, or a consultant to or give
financial or other assistance to, any person or entity considering engaging in
any such activities or so engaged; or


(iii)          solicit or contact, with a view to
engaging or employing, or actually engage or employ, any person who is, or at
any time was, an employee or consultant of the Company.


Nothing in this Section 7 shall prevent the
Representatives from acquiring or developing a Protected Item pursuant to
Section 8.4 of the Merger Agreement; provided that such Protected Item is not
used in connection with or transferred to a Competing Business.  Further, if a Representative is an attorney,
such Representative may engage in the practice of law in accordance with the
canons of ethics of the state or states in which such Representative is
authorized or may be authorized to practice law, subject to the confidentiality
obligations set forth in Section 6 hereof.


(b)           During and for a period of three
years following the termination of the Consulting Period, Consultant and each
Representative shall not, directly or indirectly through any entity, family
member or agent, engage or participate in any effort or act to induce any of
the agents, associates, employees or independent contractors of the Company to
take any action, or to refrain from taking any such action, which is or could reasonably
be expected to be disadvantageous to the Company, including but not limited to,
the solicitation of the Company’s suppliers, associates, employees or
independent contractors to cease doing business, or to discontinue their
association or employment, with the Company.


 



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(c)           The Company, Consultant and each
Representative each acknowledge that damages alone will be an inadequate remedy
for any breach or violation of any of the provisions of this Section 7
and that the Company, in addition to all other remedies under this Consulting
Agreement, shall be entitled as a matter of right to (i) injunctive relief,
including specific performance, with respect to any such breach or violation or
threatened breach or violation, in any court of competent jurisdiction; (ii)
damages from Consultants; and (iii) an equitable accounting of all
compensation, commissions, earnings, profits, and other benefits to Consultants
arising from such violation; all of which rights shall be cumulative and in
addition to any other rights and remedies to which the Company and its
Affiliates may be entitled as set forth in this Consulting Agreement, the
Merger Agreement, or as a matter of law.


(d)           If any court of competent
jurisdiction finds any provision of this Section 7 to be invalid or
unenforceable as to the scope or duration thereof, such finding shall not
render this Section 7 invalid or unenforceable, and the invalid or
unenforceable provision of this Section 7 shall be deemed to be modified
to be within the limits of enforceability or validity.


8.             Assignment
of Developments.  In the event that,
at any time or times during the Consulting Period, Consultants (either alone or
with others) make, conceive, discover or reduce to practice any invention,
modification, discovery, design, development, improvement, process, software
program, work of authorship, documentation, formula, data, technique, know-how,
secret or intellectual property right whatsoever or any interest therein,
whether or not patentable or registrable under copyright or similar statutes or
subject to analogous protection (each, a “Development”), that (i) relates to
the actual or anticipated business of the Company or any of the products or
services being developed, manufactured or sold by the Company or which may be
used in relation therewith, (ii) results from tasks assigned to Consultants by
the Company, whether or not during normal business hours, or (iii) results from
the use of premises or personal property (whether tangible or intangible)
owned, leased or contracted for by the Company, such Developments and the
benefits thereof shall immediately become the sole and absolute property of the
Company and its assigns. Consultant and each Representative, as applicable,
shall promptly disclose to the Company (or any persons designated by it) each
such Development, and Consultant and each Representative hereby assigns any
rights it may have or acquire in the Developments and the benefits and/or
rights resulting therefrom to the Company and its assigns without further
compensation and shall communicate, without cost or delay, and without
publishing the same, all available information relating thereto (with all
necessary plans and models) to the Company. 
To the fullest extent permitted by law, such Developments shall be
deemed works made for hire.  Consultant
and each Representative shall, at the request of the Company but at no expense
to Consultant or either Representative, at any time during or after the
Consulting Period, sign all instruments and documents reasonably requested by
the Company and otherwise cooperate with the Company to protect its rights to
any and all such Developments, including, without limitation, applying for,
obtaining and enforcing patents, copyrights or analogous protections thereon in
such countries throughout the world as the Company shall determine.  In the event the Company is unable, after
reasonable effort, to secure the signature of an authorized party for
Consultant or either Representative on any document reasonably necessary or
appropriate for any of the foregoing purposes, for any reason whatsoever,
Consultant and each Representative hereby irrevocably designates and appoints
the Company and its duly authorized officers and agents as Consultant’s and
each Representative’s agent and attorney-in-fact, to act on its behalf to
execute and file any such document and to do all other lawfully permitted acts
to further the prosecution and issuance of any such patent, copyright and other
analogous protection with the same legal force and effect as if executed by
Consultant or such  Representative, as
applicable.


9.             Independent
Contractor; Limitations on Authority. 
In the performance of the duties and obligations imposed under this
Consulting Agreement, it is mutually understood and agreed that Consultant and
each Representative are at all times acting and performing as independent
contractors.  It is agreed by the parties
hereto that no act or inaction of Consultant shall be construed to create a
joint venture, partnership, agency, or employee/employer relationship between
the parties for any purpose.  Consultant
shall have no authority to bind the Company by or to any obligation, agreement,
promise or representation without first obtaining the Company’s prior written
approval.


10.           Right
of Setoff.  Notwithstanding any provision
hereof to the contrary, the Company and InfoLogix-DDMS, Inc. shall be entitled
to set-off amounts due from either of them to the Shareholders under this
Consulting Agreement against any amounts due to the Company and InfoLogix-DDMS,
Inc. from the Shareholders under the



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Merger Agreement, whether by reason of
indemnification under Article VII of the Merger Agreement or otherwise.  Any set off shall be applied against amounts
payable to the Shareholders in the chronological order all amounts of every kind
payable to the Shareholders are due until the set off is complete.


11.           Taxes.  Consultants will assume full responsibility
for payment of federal, state and local taxes, contributions required under
Social Security and any other taxes imposed with respect to their receipt of
compensation hereunder.  Consultants
agree to fully indemnify and hold the Company harmless with respect to any
claims, assessments, suits, expenses (including, but not limited to reasonable
attorneys’ fees) damages, settlements or losses incurred by or threatened
against the Company which arise as a result of any taxing authority alleging
liability on the part of the Company for any such taxes.


12.           Expenses.  The Company shall reimburse Consultant and
the Representatives for any expenses incurred by them in connection with the
provision of the Services hereunder so long as such expenses have been
preapproved by the Company in writing.


13.Entire Agreement. This instrument
contains the entire agreement of the parties with respect to the subject matter
hereof. Any other oral or written agreements entered into with respect hereto
are hereby revoked and superseded by this Consulting Agreement.  Notwithstanding the foregoing, if the terms
of the Consulting Agreement are found to conflict with the terms of the Merger
Agreement, the terms of the Merger Agreement shall control.


14.           Existing
Agreements.  Consultant represents to
the Company that it is not subject or a party to any consulting agreement,
non-competition covenant or other agreement, covenant or understanding or any
other obligation which might prohibit it from executing this Consulting
Agreement or limit its ability to fulfill his responsibilities hereunder.


15.           Paragraph
Headings. The paragraph headings of this Consulting Agreement are for
convenience of reference only and shall not limit or define the text thereof or
affect its interpretation.


16.           Severability.
In the event that any one or more of the provisions of this Consulting
Agreement shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected thereby.


17.           Notices.  All notices and other communications which
are required or permitted hereunder shall be in writing and shall be sufficient
if hand delivered or mailed by registered or certified mail, postage prepaid to
the following addresses:


If to Consultant or the
Representatives:


LM
Consulting LLC


102
Surrey Lane


Ponte
Vedra Beach, FL 32082


Attn:  Mark Niemiec


and


Louis
Heidelberger


357
Spring Mill Road


Villanova, PA 19085



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with a copy to (which shall not
constitute notice):


Reed Smith LLP


2500 One Liberty Place


1650 Market Street


Philadelphia, PA 19103


Attention:  Vincent S. Capone


Facsimile:  (215) 851-1420


If to the Company:


InfoLogix,
Inc.


101 E. County Line Road


Hatboro, PA 19040


Attention:  David T. Gulian


Facsimile:  (215) 604-0695


with a copy to (which
shall not constitute notice):


Drinker Biddle & Reath LLP


One Logan Square


18th and Cherry Streets


Philadelphia, PA  19103


Attention:  Stephen T. Burdumy


Facsimile:  (215) 988-2757


or such other address as any party hereto shall have
specified by notice in writing to the other party hereto. All such notices and
communications shall be deemed to have been received on the date of delivery
thereof or the third business day after the mailing thereof, whichever is
earlier.


18.           Amendments
and Waivers. This Consulting Agreement may not be modified or amended
except by an instrument or instruments in writing signed by the party against
whom enforcement or any such modification or amendment is sought.  Either party hereto may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Consulting Agreement on the part of such other party hereto to be performed or
complied with. The waiver by any party hereto of a breach of any term or
provision of this Consulting Agreement shall not be construed as a waiver of
any subsequent or other breach, whether or not similar to the breach waived.


19.           Counterparts.
This Consulting Agreement may be executed in one or more counterparts and all
such counterparts so executed shall constitute an original agreement, binding
on all the parties but together shall constitute but one and the same instrument.


20.           Successors;
Assignment. This Consulting Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective successors,
assigns, and legal representatives. 
Consultant may not assign Consultants’ rights or interests in this
Consulting Agreement, without the prior written consent of the Company, and any
purported assignment by Consultants in violation hereof shall be null and
void.  Neither Representative shall
transfer his membership interests in the Consultant other than (i) to the other
Representative or (ii) by gift, will or intestate succession to his immediate
family or a trust or limited partnership the beneficiaries or partners of which
are exclusively the Representative or his immediate family; provided, however,
that in any such case it shall be a condition to such transfer that the
transferee acknowledge that it is receiving and holding the membership
interests subject to the



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provisions of this Section 20, and
there shall be no further transfer of such interests, except in accordance with
this Section 20.


21.           Governing
Law. This Consulting Agreement shall be construed and governed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to the conflicts of laws principles thereof.


22.           Consent to
Jurisdiction.  Each of the parties
hereto (a) consents to submit itself to the personal jurisdiction of any state
or Federal court located in the Commonwealth of Pennsylvania in the event any
dispute arises out of this Consulting Agreement or any of the transactions
contemplated by this Consulting Agreement, (b) agrees that it will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, and (c) agrees that it will not bring any action
relating to this Consulting Agreement or any of the transactions contemplated
by this Consulting Agreement in any court other than a Federal court sitting in
the Commonwealth of Pennsylvania.


23.           Further
Assurances.  Each of the parties
hereto shall execute such further instruments and take such other actions as
any other party shall reasonably request in order to effectuate the purposes of
this Consulting Agreement.



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IN WITNESS WHEREOF,
Consultant and the Company have executed this Consulting Agreement on the date
first above set forth.


	
   

  	
  The Company:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFOLOGIX, INC.,
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Consultant:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LM Consulting
  LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Representatives:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Louis
  Heidelberger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mark Niemiec

  
					



 


[Signature page to
the Consulting Agreement]


 



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