ADVISORY AGREEMENT

THIS AGREEMENT (the Agreement), dated as of July 17, 2006, by and between InfoLogix, Inc., a Delaware corporation (the Company), and Warren V. Musser or his designee (collectively with such other consultants that Warren V. Musser shall engage), the Advisor).

W I T N E S S E T H:

WHEREAS, the Company is (i) developing the structure of an offering of common stock (Common Stock), $0.01 par value, of the Company that will provide the Company with at least $12,000,000 of gross proceeds based on a pre-money valuation of the Company of $25,000,000 (the Equity Financing), (ii) designing a proposed capitalization of the Company pre- and post- such proposed Equity Financing substantially as set forth in Exhibit A hereto (the Cap Table), (iii) creating an appropriate equity compensation plan for the Company, (iv) identifying a public company into which the Company shall merge, and (v) developing a confidential private placement memorandum to be used in connection with the Equity Financing (subparagraphs (i)-(v), the Merger Transaction); and

WHEREAS, the Advisor has been providing Company with advice since March 2006; and

WHEREAS, in order to be properly prepared to become a public company through the Merger Transaction, the Company wishes to obtain help from the Advisor in formulating its business strategy, recruiting board members and additional management personnel, and in considering other business issues; and

WHEREAS, the Company desires to retain the Advisor and the Advisor desires to be retained by the Company pursuant to the terms and conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows:

1.                                       Retention.

(a) The Company hereby retains the Advisor on a non-exclusive basis, subject to Section 21 hereof, to perform the services set forth in Section 1(b), commencing on the date hereof, and the Advisor hereby accepts such retention and shall perform for the Company the duties described herein in a professional, competent and workmanlike manner.

(b) The Advisor shall serve as a business advisor to the Company (the Services). The Advisor shall not serve as, nor shall he pay or be responsible for fees incurred by the Company for, either a placement agent in connection with the Equity Financing or a finder engaged by the Company in connection with the Merger Transaction. The Advisor shall be responsible for his own fees and expenses (including

legal fees). The Company will be responsible for the fees related to its counsel, accountants, and any other third parties (such as investor relations or public relation firms). Subject to Section 3, the Advisor shall perform the Services pursuant to the terms hereof for a term of twelve (12) months (the Term) commencing on the date hereof.

2.                                        Compensation. In consideration for providing the Services, the Advisor shall be paid (i) $1,000,000 in cash (the Cash Fee), and (ii) warrants to purchase, on a post-split basis consistent with the Cap Table (as defined below), 1,000,000 shares of Common Stock at an exercise price of $2.00 per share, with a term of five years (the Equity Fee), payable upon the earlier of (A) the date on which the Company consummates the Equity Financing and (B) in twelve equal monthly installments commencing June 30,2007.

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