EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of July 17, 2006 (the Effective Date), between INFOLOGIX INC., a Delaware corporation (the Company), and RICK HODGE (Employee).

BACKGROUND

WHEREAS the Company provides enterprise mobile wireless solutions and support to the healthcare, pharmaceutical, retail, transportation, travel and entertainment, supply chain/logistics, manufacturing and financial markets, which solutions include, without limitation, the design, development and manufacture of products, RFID and other software and proprietary systems, and systems integration services (the Business); and

WHEREAS the Company desires to employ Employee, and Employee desires to enter into the employ of the Company, on the terms and conditions contained in this Agreement.

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

SECTION 1.                  CAPACITY AND DUTIES

1.1          Employment: Acceptance of Employment. The Company employs Employee and Employee accepts employment by the Company for the period and upon the terms and conditions set forth below.

1.2          Capacity and Duties.

(a)           Employee shall be employed by the Company generally as its Executive Vice President-Healthcare and, subject to the supervision of the Chief Executive Officer, shall perform such duties and shall have such authority consistent with his position as may from time to time be specified by the Chief Executive Officer. Employee shall report directly to the Chief Executive Officer and shall perform his duties for the Company principally from the Companys headquarters, except for periodic travel that may be necessary or appropriate in connection with the performance of Employees duties set forth in this Agreement.

(b)           Employee shall devote his full working time, energy, skill and best efforts to the performance of his duties set forth in this Agreement, in a manner which will faithfully and diligently further the business and interests of the Company and its affiliates (as defined below) and shall not be employed by or participate or engage in or be a part of in any manner the management or operation of any business enterprise other than the Company and its

affiliates without the prior written consent of the Board, which consent may be granted or withheld in its sole discretion; provided, however, that Employee may devote a reasonable amount of time to civic, community or charitable activities and, with the prior written approval of the Board, serve as a director of other corporations. For purposes of this Agreement, affiliate means any person or entity which is a subsidiary of, controlling or controlled by or under common control with the Company.

SECTION 2.                  TERM OF EMPLOYMENT

2.1          Term. The term (the Term) of Employees employment with the Company shall commence on the Effective Date and continue until December 31, 2008, unless earlier terminated as provided below.

SECTION 3.                  COMPENSATION

3.1          Basic Compensation.

As compensation for Employees services, the Company shall pay to Employee a salary at the annual rate of $295,000 (the Base Salary) (prorated on the basis of the actual days of employment) payable in periodic installments in accordance with the Companys regular payroll practices in effect from time to time or at such higher annual rate as the Board shall from time to time determine in its sole discretion.

3.2          Incentive Compensation; Stock Options. During the Term, the Employee shall be entitled participate in the Incentive Compensation Plan set forth on Exhibit A. The Employee will also be granted options to purchase 675,000 shares of Common Stock (post a contemplated 1:25,000 stock split by the Company) at an exercise price of $2.00 per share.

3.3          Employee Benefits. In addition to the compensation provided for in Sections 3.1 and 3.2, Employee and his dependents shall be entitled during the Term of his employment to participate in the Companys medical, dental, life insurance and disability insurance plans and 401(k) plan and such other of the Companys employee benefit plans and benefit programs as may from time to time be provided for other employees of the Company whose duties, responsibilities, and compensation are reasonably comparable to those of Employee, and shall be consistent with the benefits presently provided by the Company to the Employee. During the Term of Employees Employment, the Company shall procure and pay for a long-term disability insurance policy for Employee with coverage in an amount equal to 60% of Employees Base Salary and a waiting period for disbursement of benefits not to exceed 90 days.

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