Exhibit 10.3


THIS INSTRUMENT
IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED SEPTEMBER 30, 2007
IN FAVOR OF SOVEREIGN BANK, WHICH SUBORDINATION AGREEMENT IS INCORPORATED
HEREIN BY REFERENCE.  NOTWITHSTANDING ANY
CONTRARY STATEMENT CONTAINED IN THE WITHIN INSTRUMENT, NO PAYMENT ON ACCOUNT OF
THE PRINCIPAL OR INTEREST HEREOF SHALL BECOME DUE OR BE PAID AND NO ACTIONS
SHALL BE TAKEN HEREUNDER EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH
SUBORDINATION AGREEMENT.


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
THE DELIVERY TO MAKER OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO MAKER THAT SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR
HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.


CONVERTIBLE
SUBORDINATED PROMISSORY NOTE


	
  $3,500,000

  	
  September 30,
  2007     

  



 


FOR VALUE RECEIVED, InfoLogix
Systems Corporation, a Delaware corporation (“Maker”),
hereby promises to pay to the order of Healthcare Informatics Associates, Inc.
(“Holder”), the principal sum of THREE MILLION
FIVE HUNDRED THOUSAND and 00/100 Dollars ($3,500,000), together with interest
on the outstanding principal balance of this Note from time to time outstanding
from the date hereof until this Note is paid in full.  Such principal and interest shall be payable
on the terms and conditions set forth in this Note.  This Note is being issued pursuant to an
Asset Purchase Agreement dated as of September 30, 2007 among Maker, Holder,
and certain other parties (the “Asset Purchase Agreement”).


1.             Interest
Rate.


(a)           The principal
sum outstanding from time to time under this Note shall bear interest at the
rate of 9% per annum, compounding annually, from the date hereof until the
principal balance of this Note is paid in full. 
All interest under this Note shall be paid as provided in Section 2
below.


(b)           Both before and
after any Event of Default, interest shall be calculated on the basis of a
360-day year (consisting of 12 months, each month consisting of 30 days) and
the actual number of days elapsed in any calendar year or part thereof.













2.             Principal
and Interest Payments; Maturity Date.


(a)           Subject to Sections
7, 8 and 9 below, interest shall accrue in arrears and shall
be paid in full in cash on the Maturity Date (as defined below).


(b)           The entire
outstanding balance of this Note shall be paid in full on September 30,
2010 (the “Maturity Date”).


(c)           If any payment
of principal or interest becomes due on a day which is not a Business Day, such
payment shall be due on the next succeeding Business Day.  For purposes of this Note, the term “Business Day” shall mean any day other than a Saturday,
Sunday, or holiday on which banks in the City of New York are or may elect to
be closed.


(d)           Amounts repaid
or prepaid under this Note may not be reborrowed.


(e)           Payments of
principal and interest  (including,
without limitation, any payment made pursuant to Section 10 below) shall
be made in lawful currency of the United States of America by wire transfer of
immediately available funds to the bank account of Holder set forth on Exhibit
A to this Note, or to such other bank account as Holder may from time to
time designate in writing to Maker.


3.             Prepayments.  Maker may prepay the principal of this Note
in whole or in part without penalty or premium; provided, however,
that any such prepayment shall be accompanied by the payment of all accrued and
unpaid interest under this Note and all other sums that are due and payable
under this Note or otherwise in connection with this Note on the date of
prepayment.


4.             Subordination.  Maker, Holder and Sovereign Bank have entered
into a Subordination Agreement dated as of September 30, 2007 (as amended,
supplemented, or otherwise modified from time to time, the “Subordination Agreement”). 
This Note is subordinated to the prior payment in full of the Senior
Debt (as defined in the Subordination Agreement) pursuant to, and to the extent
provided in, the Subordination Agreement.


5.             Events
of Default.  The
occurrence of any of the following events shall be an “Event of
Default” under this Note:


(a)           the nonpayment of any
principal, interest, or other amount due under this Note on the date such
payment is due, including, without limitation, any Redemption Amount (as
defined below) pursuant to Section 10;


(b)           the filing by or against Maker of any proceeding in bankruptcy,
receivership, insolvency, reorganization, liquidation, conservatorship, or
similar proceeding (and, in the case of any such proceeding instituted against
Maker, such proceeding is not dismissed or stayed within 90 days of the commencement
thereof);


(c)           the appointment
of (or taking possession by) a receiver, liquidator, assignee, trustee,
custodian, or other similar official for Maker or any assignment by Maker for
the benefit of creditors, or any levy, garnishment, attachment, or similar
proceeding is instituted against any material property of Maker;



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(d)           the insolvency of Maker or Maker admits in writing its inability to
pay its debts as they become due;


(e)           Maker defaults
in the due performance of any debt senior to this Note (“Senior Debt”) and such default shall have
caused the acceleration of payment of all amounts due under such Senior Debt;
or


(f)            Maker defaults
in the due performance or observance of any material  covenant to
be performed pursuant to this Note and such default is not cured by Maker
within 10 days after receiving notice of such default from Holder.


6.             Default Rate.  Upon the occurrence and during the
continuation of any Event of Default, at Holder’s option, this Note shall bear
interest at a rate per annum which shall be two and one-half percentage points
(2.5%) in excess of the interest rate otherwise in effect from time to time
under this Note but not more than the maximum rate allowed by law (the “Default Rate”).  The
Default Rate shall continue to apply until the Event of Default has been cured,
or in the event the principal of this Note has been accelerated, until this
Note is paid in full, including the period following entry of any judgment on
or relating to this Note.  Interest on
any such judgment shall accrue and be payable at the Default Rate after
judgment, any execution thereon, and until actual receipt by Holder of payment
in full of such judgment.  Interest at
the Default Rate shall be collectible as part of any judgment under this
Note.  The Default Rate shall change with
each change in the interest rate otherwise payable under this Note.


7.             Remedies.


(a)           Subject to the
Subordination Agreement, upon the occurrence of any Event of Default, the
entire unpaid principal balance of this Note, together with all accrued and
unpaid interest thereon and all other sums owing under this Note, shall, at
Holder’s option, become immediately due and payable, without presentation,
demand, or further action of any kind, and Holder may exercise any and all
rights and remedies available to Holder under this Note or otherwise available
to Holder at law or in equity.  The
failure of Holder to accelerate the outstanding principal balance of this Note
upon the occurrence of an Event of Default shall not constitute a waiver of
such default or of the right to accelerate this Note at any time thereafter so
long as the Event of Default remains uncured.


(b)           Maker shall be
responsible for all reasonable fees and expenses incurred by Holder and its
counsel in the collection or attempted collection, by foreclosure or otherwise,
of the principal amount of this Note, the interest thereon or any other payment
due hereunder (“Collection Costs”).


(c)           All payments
made under this Note shall be applied first to repayment of any outstanding
unpaid Collection Costs, then to repayment of any accrued but unpaid interest,
and then to repayment of the outstanding principal amount.


8.             Voluntary
Conversion.


(a)           Subject to Section
9 hereof, at any time and from time to time after the initial issuance of
this Note, Holder shall be entitled to convert all or a portion of the
outstanding and unpaid principal of this Note into fully paid and nonassessable
shares of Infologix, Inc. 



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(“Parent”)
common stock, par value $0.00001 per share (the “Common Stock”)
in accordance with this Section 8 (a “Voluntary
Conversion”); provided that, notwithstanding the foregoing, Holder
shall not be entitled to effect a Voluntary Conversion unless the total
principal to be converted equals or exceeds $1,000,000.


(b)           The number of
shares of Common Stock issuable upon any Voluntary Conversion shall be
determined by dividing (i) the principal amount to be converted by (ii) the
Voluntary Conversion Price.  For the
purposes of this Note, “Voluntary Conversion Price”
means $5.50 (as adjusted for stock splits, stock dividends, combinations and
other similar events in accordance with Section 13).


(c)           To effect a
Voluntary Conversion on any date (a “Voluntary Conversion Date”),
Holder shall (i) transmit by facsimile (or otherwise deliver), for receipt on
or prior to 5:00 p.m., New York City time, on such date, a copy of an executed
notice of conversion (the “Voluntary Conversion
Notice”) to the Company setting forth the principal amount of this
Note to be converted and (ii) surrender this Note to a common carrier for
delivery to the Company as soon as practicable on or following such date (or an
indemnification undertaking with respect to this Note in the case of its loss,
theft or destruction).  On or before the
first Business Day following the date of receipt of a Conversion Notice, the
Company shall transmit by facsimile a confirmation of receipt of such
Conversion Notice to Holder and Parent’s transfer agent (the “Transfer Agent”).  On
or before the third Business Day following the date of receipt of a Voluntary  Conversion Notice, Parent shall (1) (X) provided that the
Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and so long
as the certificates therefor are not required to bear a restrictive legend
evidencing the lack of registration under the Act of the Common Stock
represented thereby, credit such aggregate number of shares of Common Stock to
which Holder shall be entitled to Holder’s or its designee’s balance account
with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the
Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver to the address as specified in the
Voluntary Conversion Notice, certificates, registered in the name of Holder or
its designee, for the number of shares of Common Stock to which Holder shall be
entitled, which certificates shall not bear any restrictive legend unless such
certificates are required to bear such a legend evidencing the Common Stock’s
lack of registration under the Act. 
Delivery of physical certificates shall be deemed to have been made if
delivered personally or when delivered to a nationally recognized overnight
carrier.  If the outstanding principal of
this Note is greater than the amount of principal to be converted, then the
Company shall as soon as practicable and in no event later than three Business
Days after receipt of this Note and at its own expense, issue and deliver to
Holder a new Note representing the outstanding principal not converted.  The person or persons entitled to receive the
shares of Common Stock issuable upon a Voluntary Conversion of this Note shall
be treated for all purposes as the record holder or holders of such shares of Common
Stock on the Voluntary Conversion Date.


(d)           Upon any
Voluntary Conversion pursuant to this Section 8, all interest then
accrued or payable on such principal amount through and including the Voluntary
Conversion Date shall be paid, at the option of Parent in its sole discretion,
either (i) in cash, or (ii) in a number of shares of Common Stock as determined
by dividing (A) the aggregate amount of such accrued and unpaid interest by (B)
the Voluntary Conversion Price.



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(e)           Parent shall
not issue any fraction of a share of Common Stock upon any Voluntary
Conversion.  If the Voluntary Conversion
would result in the issuance of a fraction of a share of Common Stock, Parent
shall round such fraction of a share of Common Stock down to the nearest whole
share and any fractional share shall be payable in cash based upon the ten day
average closing bid price of the Common Stock at such time.


9.             Mandatory
Conversion.


(a)           If, at any time
on or after the date of the initial issuance of this Note, the closing bid price
of the Common Stock on the principal market or exchange on which it is listed
or quoted, as reported by Bloomberg Financial Markets, for at least 45
consecutive trading days equals or exceeds $8.00 per share (as adjusted for
stock splits, stock dividends, combinations and other similar events in
accordance with Section 13), then, at the option of Maker exercised by
the delivery of written notice to Holder (a “Mandatory
Conversion Notice”), Maker may require Holder to convert all or any
portion of the outstanding and unpaid principal of this Note into Common Stock
(a “Mandatory Conversion”) pursuant to the
applicable conversion procedures in Section 8(c).  The Mandatory Conversion Notice shall specify
a date (the “Mandatory Conversion Date”) for
the Mandatory Conversion.


(b)           The number of
shares of Common Stock issuable upon any Mandatory Conversion shall be
determined by dividing (i) the principal amount to be converted by (ii) the
Mandatory Conversion Price.  For the
purposes of this Note, “Mandatory Conversion Price”
means $5.50 (as adjusted for stock splits, stock dividends, combinations and
other similar events).


(c)           Upon any
Mandatory Conversion pursuant to this Section 9, all interest then
accrued or payable on the principal amount to be converted through and
including the Mandatory Conversion Date shall be paid, at the option of Parent
in its sole discretion, either (i) in cash, or (ii) in a number of shares of
Common Stock as determined by dividing (A) the aggregate amount of such accrued
and unpaid interest by (B) the Mandatory Conversion Price.


(d)           Parent shall
not issue any fraction of a share of Common Stock upon any Mandatory
Conversion.  If the Mandatory Conversion
would result in the issuance of a fraction of a share of Common Stock, Parent
shall round such fraction of a share of Common Stock down to the nearest whole
share and any fractional share shall be payable in cash based upon the ten day
average closing bid price of the Common Stock at such time.


10.           Redemption.


(a)           Subject to the
terms of this Section 10, if Parent engages in an offering of its equity
securities, the primary purpose of which is to raise capital (an “Offering”), Holder may require Maker to redeem a portion of
the outstanding and unpaid principal of this Note (the “Redemption
Amount”) equal to:


(i)            up to $1,000,000 if the net cash proceeds of the
Offering to Parent (after deduction of underwriting discounts, commissions and
expenses of sale) are at least $12,000,000;



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(ii)           up to $2,000,000 if the net cash proceeds of the Offering
to Parent (after deduction of underwriting discounts, commissions and expenses
of sale) are at least $15,000,000; and


(iii)          up to $2,500,000 if the net cash proceeds of the
Offering to Parent after deduction of underwriting discounts, commissions and
expenses of sale are at least $20,000,000.


(b)           Upon the
consummation of an Offering, but not prior to the public announcement of such
Offering, the Company shall deliver written notice thereof to Holder (an “Offering Notice”).  If
Holder wishes to redeem the Redemption Amount pursuant to this Section 10,
Holder shall deliver a written notice (the “Redemption
Notice”) to Maker during the period beginning upon Holder’s receipt
of the Offering Notice and ending 60 days after the consummation of the
Offering described in the Offering Notice, which Redemption Notice shall
indicate the Redemption Amount Holder is electing to redeem and shall be
accompanied by this Note. 
Notwithstanding the foregoing, if Maker delivers an Offering Notice to
Holder not less than 30 days before the consummation of the Offering, Maker may
require in such Offering Notice that Holder deliver its Redemption Notice prior
to the consummation of the Offering in order to effect a redemption pursuant to
this Section 10.


(c)           The portion of
this Note subject to redemption pursuant to this Section 10 shall be
redeemed by the Company in cash at a price equal to the sum of the Redemption
Amount being redeemed plus accrued and unpaid interest, if any, in respect of
such Redemption Amount up to and including the date of redemption (such sum,
the “Redemption Price”).


(d)           If Holder has
submitted a Redemption Notice in accordance with Section 10(b), Maker
shall deliver the applicable Redemption Price to Holder (i) concurrently with
the consummation of the applicable Offering if such Redemption Notice is
received at least five Business Days prior to the consummation of such Offering
or (ii) within five Business Days after Maker’s receipt of such Redemption
Notice otherwise.  In the event of a
redemption of less than all of the outstanding and unpaid principal of this
Note, Maker shall promptly cause to be issued and delivered to Holder a new
Note representing the outstanding principal that has not been redeemed.


(e)           Any payments
made pursuant to this Section shall be made in the manner described in Section
2(e).


11.           Set
Off.  The amount owed under this
Note is subject to reduction as provided in, and in accordance with, the Asset
Purchase Agreement to secure claims thereunder.


12.           Change
of Control.  In the
event of a Change of Control (as defined herein), the entire unpaid principal
balance of this Note, together with accrued and unpaid interest shall, at
Holder’s option, become immediately due and payable.  “Change of
Control” means (i) the sale of all or substantially all of the
assets of Maker to any unaffiliated third party, (ii) the sale or exchange of
more than 50% of the outstanding voting securities of Maker to an unaffiliated
individual, legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated
under the Securities Exchange Act of 1934, as amended) in a single transaction
or series of related transactions, or (iii) a merger or consolidation of Maker
with or into one or more entities if, 



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immediately
thereafter, more than 50% of the outstanding voting securities of the surviving
or resulting entity are owned (directly or indirectly) by persons other than
the stockholders of Maker as of the effective date of such merger or
consolidation.


13.           Stock Splits, Stock Dividends, etc. In case Parent
shall: (i) pay a dividend, make a distribution on the Common Stock or fix a
record date for determination of holders of capital stock of the Parent
entitled to receive such dividend or distribution in shares of Common Stock or
any other of its capital stock, (ii) subdivide its outstanding shares of Common
Stock into a greater number of shares of Common Stock, (iii) combine its
outstanding shares of its capital stock into a smaller number of shares of
Common Stock, or (iv) issue, by reclassification of its shares of Common Stock,
any shares of capital stock (including any reclassification in connection with
a consolidation or merger in which Parent is the continuing corporation), the
amount of Shares issuable upon the effect of a Voluntary Conversion or a Mandatory
Conversion immediately prior thereto shall be adjusted so that the Holder shall
be entitled to receive upon effect of such Voluntary Conversion or a Mandatory
Conversion that number of Shares (or other capital stock of the Company) which
the Holder would have owned or would have been entitled to receive after the
happening of such event had the Voluntary Conversion or Mandatory Conversion
occurred immediately prior to the record date, in the case of any such dividend
or distribution, or the effective date, in the case of any such subdivision,
combination or reclassification.


14.           Miscellaneous.


(a)           If any clause
or provision of this Note shall for any reason be held to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect any other provision of this Note, but this Note shall be construed
as if such invalid or unenforceable clause or provision had never been
contained in this Note.  If a law which
applies to a loan evidenced by this Note and that sets maximum loan charges is
finally interpreted so that the interest or other charges collected or to be
collected in connection with any such loan exceed the permitted limit, then (i)
any such loan charge shall be reduced by the amount necessary to reduce the charge
to the permitted limit, and (ii) any sums already collected from Maker which
exceed permitted limits will be refunded to Maker.  Holder may choose to make any such refund by
reducing the principal owed under this Note or by making a direct payment to
Maker.  Any such reduction or payment
shall not cure or waive any default by Maker under this Note.  Maker agrees, however, that in determining
whether or not any interest payable under this Note exceeds the highest rate
permitted by law, any non-principal payment, including, without limitation,
late charges, shall be deemed to the extent permitted by law to be an expense,
fee, or premium rather than interest.


(b)           Maker may not
assign its rights or obligations under this Note to any person or entity without
the prior written consent of Holder; provided, however, that, notwithstanding
the foregoing, Maker may assign its rights and obligations under this Note
without the prior written consent of Holder if such assignment is made (i) to
an affiliate of Maker or (ii) in connection with the acquisition of Maker’s
business, whether by consolidation, acquisition of stock or assets, merger or
otherwise.  Any purported assignment
prohibited by this Note shall be void. 
The provisions of this Note shall be binding upon and inure to the
benefit of Maker and Holder, their respective personal representatives, heirs,
successors, and permitted assigns.



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(c)           This Note shall
not be sold, assigned, transferred, pledged, hypothecated, mortgaged, or
otherwise encumbered without the prior written consent of Maker, except for any
transfer of this Note pursuant to applicable laws of descent and distribution; provided,
that the transferee accepting this Note agrees to be bound by the terms,
conditions, and restrictions set forth herein, including, without limitation,
those related to subordination, set off, and restrictions on transferability
and to notify the holders of the Senior Debt of such transfer.


(d)           No
modification, amendment, or waiver of any provision of this Note will be effective
unless made in a writing signed by Maker and Holder.


(e)           The invalidity
or uneforceability of any particular provisions, or part of any provision, of
this Note shall not affect the other provisions or parts hereof, and this Note
shall be construed in all respects as if such invalid or unenforceable
provisions or parts were omitted.


(f)            All notices,
consents, waivers, and other communications required or permitted by this Note
shall be in writing and shall be deemed given to a party when (i) delivered to
the appropriate address by hand or by nationally recognized courier service
(costs prepaid); (ii) sent by facsimile with confirmation of transmission by
the transmitting equipment; or (iii) received or rejected by the addressee, if
sent by certified mail, return receipt requested; in each case to the following
addresses or facsimile numbers and marked to the attention of the person (by
name or title) designated below (or to such other address or facsimile number,
or person as a party may designate in writing to the other parties):


To Maker:


Infologix Systems Corporation


101 East County Line Road


Suite 210


Hatboro, PA 19040


Attention:  Chief Financial Officer


Telephone:  (215) 604-0691


Fax: 
(267) 681-0682


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


Drinker Biddle & Reath LLP


18th and Cherry Streets


One Logan Square


Philadelphia, PA 
19103-6996


Attn: Stephen T. Burdumy and


Scott B.
Connolly


Telephone:  (215) 988-2700


To Holder:


Healthcare Informatics
Associates, Inc.


16306 Agate Point Road



 8
 









Bainbridge Island, WA 98110


Attn:  Gerry
Bartley


Telephone:
(206) 842-6797


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


The James Law Group


121 SW Morrison Street, Suite 900


Portland, Oregon 97204


Attn: Ronald J. Miller


Telephone:
(503) 228-5380


A copy of any and all notices and other communications sent by
facsimile pursuant to this Section 14(f) shall also be sent by United
States mail to the appropriate address in accordance with this Section 14(f).


15.           Governing  Law.  This
Note shall be governed by and construed in accordance with the laws of the
State of Delaware and without giving effect to otherwise applicable principles
of conflicts of law of that or any other jurisdiction.


16.           CONSENT TO JURISDICTION.  FOR THE PURPOSE OF ENFORCING PAYMENT AND PERFORMANCE
OF THIS NOTE, MAKER HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF THE COURTS
OF THE STATE OF DELAWARE OR OF ANY FEDERAL COURT LOCATED IN SUCH STATE.  MAKER HEREBY WAIVES THE RIGHT TO CONTEST THE
JURISDICTION AND VENUE OF THE COURTS LOCATED IN THE STATE OF DELAWARE ON THE
GROUND OF INCONVENIENCE OR OTHERWISE AND, FURTHER, WAIVES ANY RIGHT TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS NOTE IN ANY COURT OUTSIDE THE STATE
OF DELAWARE.  THE PROVISIONS OF THIS
SECTION SHALL NOT LIMIT OR OTHERWISE AFFECT THE RIGHT OF HOLDER TO INSTITUTE
AND CONDUCT AN ACTION IN ANY OTHER APPROPRIATE MANNER, JURISDICTION OR COURT.


17.           Maker’s Waivers. Maker and all
sureties, endorsers, guarantors and other parties now or hereafter liable for
the payment of this Note, in whole or in part, hereby severally (i) waive
demand, notice of demand, presentment for payment, notice of nonpayment, notice
of default, protest, notice of protest, and all other notices except those
required to be given under the terms of this Note, and further waive diligence
in collecting this Note or in enforcing any of the security for this Note; and
(ii) consent to any extension of time for the payment of this Note, or any
installment thereof, made by agreement by Holder with any person now or hereafter
liable for the payment of this Note, even if Maker is not a party to such
agreement.


18.           Waiver. Any covenant or condition
of this Note may be waived at any time, in writing, by the party entitled to
the benefit of such covenant or condition. Waiver of any default of any
covenant or condition, will not be a waiver of any succeeding default of the
covenant or condition or a waiver of the covenant or condition itself or any
other covenant or condition.



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IN WITNESS WHEREOF, Maker
has caused this Note to be executed and delivered on the date first written
above.


	
  

  	
  INFOLOGIX SYSTEMS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David T. Gulian

  	
   

  
	
   

  	
  Name: 

  	
  David T. Gulian

  
	
   

  	
  Title: 

  	
  President and Chief Executive Officer