Exhibit 10.13

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into on March
14, 2005, but effective as of February 14, 2005, by I-TRAX, INC., a Delaware
corporation with its principal business offices located at 4 Hillman Drive,
Suite 130, Chadds Ford, Pennsylvania 19317 (the "Company"), and R. DIXON THAYER,
an individual residing at 1583 West Doe Run Road, Unionville, Pennsylvania 19375
("Executive").

         The Company desires to employ Executive, and Executive desires to be
employed by the Company on the terms set forth in this Agreement.

         In consideration of the mutual covenants and premises contained in this
Agreement, and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged by the Company and Executive, the Company and
Executive agree as follows:

         1. Term of Employment. Upon the terms set forth in this Agreement, the
Company employs Executive and Executive accepts employment with the Company for
the period commencing on February 15, 2005 and ending on February 15, 2008 (such
period, the "Original Term"), unless sooner terminated in accordance with the
provisions of Section 4 below. Upon the expiration of the Original Term, the
term of the Executive's employment will automatically extend for an additional
period of two years (such period, the "Additional Term") unless the Additional
Term is sooner terminated in accordance with the provisions of Section 4 below
or unless on or before six months prior to the end of the Original Term,
Executive or the Company notifies the other in writing that the Executive's
employment under this Agreement will not be extended beyond the Original Term.

         2. Title and Capacity. Executive will serve as the Chief Executive
Officer of the Company, and will perform the duties commensurate with such
position and such other duties commensurate with such position as the Company's
Board of Directors (the "Board") may assign to Executive. Executive will devote
attention and energies on a full-time basis to the above duties, and Executive
will not, during the term of this Agreement, actively engage in any other for
profit business activity, except Executive may, so long as such activities do
not violate the terms of Section 6.1 or impair Executive's performance of his
duties under this Agreement: (a) serve as a director of up to two entities other
than the Company, (b) assist GreenLeaf Auto Recyclers, LLC, Executive's former
employer, during the first few months of the Original Term in the sale of its
business and operations, and (c) consult occasionally other entities in the
manner and to the extent provided by Executive prior to Executive's employment
by the Company.

         3. Compensation and Benefits.

                  3.1 Base Salary. During the initial year of the Original Term
the Company will pay Executive an annual base salary of $300,000 (such salary,
as adjusted from time to time, the "Base Salary"). The Compensation Committee of
the Board (the "Compensation Committee") will complete an annual review of
Executive's performance and will, based upon the results of such review,
increase the Base Salary for any subsequent year of the Original Term and





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Additional Term. In addition, the Company will pay Executive a bonus for each
complete or partial fiscal year during the Original Term and Additional Term
(the "Bonus"). The Bonus will be determined by the Compensation Committee upon
consultation with Executive.

                  3.2 Payment in Installments. The Company will pay Executive
the Base Salary in periodic installments in accordance with the Company's
general payroll practices, after withholding for all Federal, state and local
taxes and other required deductions. The Company will pay the Bonus within 90
days of the end of the end of each calendar year.

                  3.3 Stock Options.

                           (a) Effective February 14, 2005, the Company granted
Executive options to acquire 400,000 shares of the Company's common stock at an
exercise price of $1.41 per share under the Company's 2001 Equity Compensation
Plan (the "Plan Options"). The Plan Options are exercisable as follows: 100,000
shares on February 14, 2005; 100,000 shares on February 14, 2006; and the
balance in eight equal, quarterly installments beginning on May 14, 2006.

                           (b) The Plan Options will accelerate and be vested
and exercisable in full in accordance with the terms of the stock option
agreement between the Company and Executive for at least 12 months: (1) if the
Company terminates Executive's employment under Section 4.3 for any reason other
than for cause; (2) if Executive terminates Executive's employment under Section
4.5(b) for good reason; (3) in the event of a "Change in Control," as such term
is defined in the Company's 2001 Equity Compensation Plan; or (4) if Executive
dies or is Disabled while on the Company's business or as a result of
Executive's performance of his duties under this Agreement. Except as provided
in this Section 3.3, the Plan Options are in all respects subject to the terms
of the stock option agreement between the Company and the Executive covering the
Plan Options.

                  3.4 Benefits; Insurance and Indemnity.

                           (a) Provided Executive meets and continues to meet
the full-time and any and all other eligibility requirements set forth in the
Company's Employee Manual and in the applicable benefits plans sponsored by the
Company, the Company will make available to Executive fringe benefits,
retirement, health and welfare benefits plans, policies and arrangement as are
in effect from time to time and made available to senior executives officers of
the Company, subject to employee cost sharing provisions and other provisions of
such benefits and benefit plans (collectively, the "Benefits"). Notwithstanding
the preceding, the Company may change, modify, amend, eliminate, or terminate
the Benefits or change the employee cost sharing provisions applicable to the
Benefits, and if the Company does so, thereafter Executive will be entitled only
to then available standard full-time employee Benefits made available to other
senior executive officers of the Company.

                           (b) During the Original Term and the Additional Term,
the Company will maintain directors and officers insurance with coverage of not
less than $5,000,000 per occurrence, and indemnify Executive to the fullest
extent provided under the Company's certificate of incorporation and by-laws.




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                  3.5 Paid Time Off. Executive is entitled to 20 paid time off
days per year to be accrued in accordance with the Company's policy, as amended
from time to time, and taken at such times as may be approved by the
Compensation Committee or the Chairman of the Board.

                  3.6 Expenses.

                           (a) The Company will reimburse Executive for all
reasonable travel, entertainment and other expenses incurred or paid by
Executive in connection with, or related to, the performance of his duties under
this Agreement in accordance with the Travel and Expense Policy published by the
Company's Finance Department, as amended from time to time.

                           (b) The Company will pay for or reimburse Executive
for reasonable costs and expenses (including travel) of an annual physical
examination performed by a physician and a location selected by Executive in his
sole discretion.

         4. Employment Termination. The employment of Executive by the Company
under this Agreement will terminate upon the occurrence of any of the following:

                  4.1 Expiration of Term. At the election of Executive or the
Company upon the expiration of the Original Term if Executive or the Company
notified the other pursuant to Section 1 above that Executive's employment under
this Agreement will not be extended for the Additional Term.

                  4.2 Cause. At the election of the Company, for "cause" as
defined below, immediately upon written notice by the Company to Executive.
"Cause" for termination is deemed to exist by reason of (a) any action by
Executive resulting in the conviction of Executive of, or the entry of a plea of
guilty or nolo contendere by Executive to, any crime involving moral turpitude,
any felony, or any misdemeanor involving misconduct or fraud in business
activities, (b) any breach of a fiduciary duty to the Company involving personal
profit, (c) Executive's willful failure to perform his duties under this
Agreement, (d) Executive's willful misconduct or gross negligence in the
performance of his duties under this Agreement, (e) any action by Executive that
violates Section 6, or (f) repeated refusals by Executive to comply with the
reasonable directives of the Board; provided, however, that the Company may
terminate Executive's employment under Sections 4.2(c), (e) or (f) above only
after Executive fails (x) to commence and continue to correct or cure each
specific instance comprising cause within 10 days of receipt by Executive of
written notice of the Board identifying each instance constituting cause or (y)
to correct or cure each identified instance within 45 days of receipt of such
notice, if capable of being corrected or cured within such period.

                  4.3 Without Cause. At the election of the Company, at any
time, upon 30 days written notice for any reason whatsoever other than for
cause.

                  4.4 Death or Disability. Upon Executive's death or 30 days
after Disability. "Disability" or "Disabled" means Executive is unable, due to a
physical or mental disability, to perform the duties contemplated under this
Agreement for a period of three consecutive months or for a cumulative period of




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four months within any six consecutive months. A physician satisfactory to
Executive and the Company will determine if Executive is disabled. If Executive
and the Company cannot agree on a physician within 30 days of either party's
written notice to the other, Executive and the Company will each select a
physician, who will together select a third physician. The determination of the
physician(s) as to Disability will be binding on all parties.

                  4.5 Termination by Executive. At the election of Executive:
(a) at any time if his health should become impaired to an extent that makes the
continued performance of his duties under this Agreement hazardous to his
physical or mental health or his life, as certified by a physician designated by
Executive and reasonably acceptable to the Company; (b) for "good reason" upon
delivery of written notice of such "good reason" to the Company; or (c) upon 90
days written notice of termination. "Good reason" means: (1) the failure by the
Company to continue Executive in the position of Chief Executive Officer (or
such other senior executive position as may be offered by the Company and which
Executive may in his sole discretion accept); (2) material diminution by the
Board of Executive's responsibilities, duties or authority as Chief Executive
Officer of the Company (or such other senior executive position as may be
offered by the Company and which Executive may in his sole discretion accept) or
assignment to Executive of any duties inconsistent with Executive's position as
Chief Executive Officer of the Company (or such other senior executive position
as may be offered by the Company and which Executive may in his sole discretion
accept); (3) failure by the Company to pay and provide to Executive the
compensation provided in Section 3.1 above, which failure is not cured within 30
days after written notice of such failure is delivered by Executive to the
Company; (4) requiring Executive to be permanently based anywhere other than
within 25 miles of his present home in Unionville, Pennsylvania (excluding
business related travel as required by the Company's business); or (5) a "Change
in Control," as such term is defined in the Company's 2001 Equity Compensation
Plan; or (6) any other material breach of this Agreement by the Company, which
breach, if capable of being cured, is not cured within 30 days after written
notice of such breach is delivered by Executive to the Company.

         5. Effect of Termination.

                  5.1 Expiration of Term.

                           (a) If Executive elects not to renew Executive's
employment for the Additional Term under Section 4.1, the Company will pay to
Executive the Base Salary, Bonus and Benefits otherwise payable to Executive
under Sections 3.1, 3.2 and 3.4, pro rata through the last day of Executive's
actual employment by the Company.

                           (b) If the Company elects not to renew Executive's
employment for the Additional Term under Section 4.1, the Company will pay to
Executive (1) severance equal to 18 months of Base Salary then applicable under
Section 3.1 in the manner provided under Section 3.2, (2) the Bonus for the
fiscal year in which Executive's employment terminates, pro rated for any
partial year, and (3) for the period that Executive is receiving severance, an
additional amount equal to the Company's then applicable contribution to
Executive's standard full-time health benefits, or, if greater, the amount
Executive would be required to pay to maintain full-time health benefits under




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COBRA. Executive is not required to mitigate damages to receive the payments set
forth in this Section 5.1(b).

                  5.2 Termination for Cause. If the Company terminates
Executive's employment for cause under Section 4.2, the Company will pay to
Executive the Base Salary, Bonus and Benefits otherwise payable to Executive
under Sections 3.1, 3.2 and 3.4, pro rata through the last day of Executive's
actual employment by the Company.

                  5.3 Termination Without Cause.

                           (a) If at any time during the Original Term or the
Additional Term (i) the Company terminates Executive's employment under Section
4.3 for any reason other than for cause, or (ii) Executive dies or is Disabled
while on the Company's business or as a result of Executive's performance of his
duties under this Agreement, the Company will pay to Executive or his estate, as
applicable, (1) severance equal to 24 months of base salary then applicable
under Section 3.1 in the manner provided under Section 3.2, (2) the Bonus for
the fiscal year in which Executive's employment terminates, pro rated for any
partial year, and (3) for the period that Executive is receiving severance, an
additional amount equal to the Company's then applicable contribution to
Executive's standard full-time health benefits or, if greater, the amount
Executive would be required to pay to maintain full-time health benefits under
COBRA.

                           (b) Executive acknowledges that if Executive's
employment is terminated pursuant to Section 4.3, (1) the payment in full of the
severance, Bonus and payments in respect of health benefits under this Section
5.3 and (2) the rights of Executive with respect to Plan Options under Section
3.3(b), represent the total obligation of the Company to Executive under this
Agreement. Further, Executive is not required to mitigate damages to receive the
payments set forth in Section 5.3(a).

                  5.4 Termination for Death or Disability. If Executive's
employment is terminated by death or because of Disability under Section 4.4
other than as provided in Section 5.3(a), the Company will pay to the estate of
Executive or to Executive, as applicable, the Base Salary and benefits otherwise
payable to Executive under Sections 3.1, 3.2 and 3.4 above through the end of
the month in which termination of Executive's employment because of death or
Disability occurs.

                  5.5 Termination by Executive.

                           (a) If Executive terminates Executive's employment
under Section 4.5(a) for reasons of health, the Company will pay to Executive
the Base Salary, Bonus and Benefits otherwise payable to Executive under
Sections 3.1, 3.2 and 3.4 pro rata through the date of termination.

                           (b) If Executive terminates Executive's employment
under Section 4.5(b) for good reason at any time during the Original Term or the
Additional Term, the Company will pay to Executive (1) severance equal to 24
months of base salary then applicable under Section 3.1 in the manner provided
under Section 3.2, (2) the Bonus for the fiscal year in which Executive's




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employment terminates, pro rated for any partial year, and (3) for the period
that Executive is receiving severance, an additional amount equal to the
Company's then applicable contribution to Executive's standard full-time health
benefits or, if greater, the amount Executive would be required to pay to
maintain such full-time health benefits under COBRA.

                           (c) Executive acknowledges that if Executive's
employment is terminated pursuant to Section 4.5(b), (1) the payment in full of
the severance, Bonus and payments in respect of health benefits under Section
5.5(b) and (2) the rights of Executive with respect to Plan Options under
Section 3.3(b), represent the total obligation of the Company to Executive under
this Agreement. Further, Executive is not required to mitigate damages to
receive the payments set forth in Section 5.5(b).

                           (d) If Executive terminates Executive's employment
under Section 4.5(c), the Company will pay to Executive the Base Salary, Bonus
and Benefits otherwise payable to him under Sections 3.1, 3.2 and 3.4 pro rata
through the last day of his actual employment by the Company.

         6. Non-Competition, Non-Solicitation and Confidentiality.

                  6.1 Non-Competition. During the Original Term and, if
automatically renewed, the Additional Term (regardless whether the Original Term
or the Additional Term are terminated under Section 4 above prior to its
scheduled expiration under Section 1) and during the Post Expiration
Non-Competition Period (as defined below) after the expiration of the Original
Term and, if automatically renewed, the Additional Term, Executive will not,
including through an Affiliate (as defined in Rule 12b-2 promulgated pursuant to
the Securities Exchange Act of 1934, as amended), directly engage in the
corporate health care management business in which the Company or its Affiliates
are engaged in at any time during the Original Term or Additional Term (the
"Business") in the United States. Each of the following activities, without
limitation, are deemed to constitute engaged in the Business: engaging in,
working with, maintaining an interest in (other than interests of less than 3%
in companies with securities traded either on the New York Stock Exchange, the
American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market
or traded over-the-counter and quoted on the Bulletin Board), advising for a fee
or other consideration, managing, operating, lending money to (other than loans
by commercial banks), guaranteeing the debts or obligations of, or permitting
one's name or any part thereof to be used in connection with an enterprise or
endeavor, either individually, in partnership or in conjunction with any
individual, partnership, corporation, limited liability company, association,
joint stock company, trust, joint venture or any other form of business
organization, unincorporated organization or governmental entity (or any
department, agency or subdivision thereof) (each, a "Person"), whether as
principal, director, agent, shareholder, partner, employee, consultant,
independent contractor or in any other manner whatsoever, any Person in the
Business. "Post Expiration Non-Competition Period" means the longer of one year
and the period during which Executive is receiving severance under this
Agreement.

                  6.2 Non-Solicitation. During the Original Term and, if
automatically renewed, the Additional Term (regardless whether the Original Term




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or the Additional Term are terminated under Section 4 above prior to its
scheduled expiration under Section 1) and during the Post Termination
Non-Solicitation Period (as defined below) after the expiration of the Original
Term and, if automatically renewed, the Additional Term, Executive will not,
directly or indirectly, and no Person (including an Affiliate) over which
Executive exercises control (whether as an officer, director, individual
proprietor, holder of debt or equity securities, consultant, partner, member or
otherwise) (a) solicit or engage or employ or otherwise enter into any agreement
or understanding, written or oral, relating to the services of any Person who is
known or should be known by Executive to be then employed or to have been
employed within the preceding six months by the Company or its Affiliates, (b)
take any action which could be reasonably expected to lead any Person to cease
to deal with the Company or its Affiliates or (c) solicit the business of, enter
into any written or oral agreement with or otherwise deal with any supplier of
goods, products, materials or services in competition with the Company or its
Affiliates or solicit the business of customers of the Company or its Affiliates
who were such at any time during the two-year period preceding Executive's last
date of employment, except on behalf of businesses in which such party would
then be permitted to engage directly without violating this Section 6. "Post
Expiration Non-Solicitation Period" means the longer of one year and the period
during which Executive is receiving severance under this Agreement.

                  6.3 Confidentiality. During the Original Term and, if
automatically renewed, the Additional Term (regardless whether the Original Term
or the Additional Term are terminated under Section 4 above prior to its
scheduled expiration under Section 1) and for a period of five years after the
expiration of the Original Term and, if automatically renewed, the Additional
Term, Executive will treat as trade secrets all Confidential Information (as
defined below) known or acquired by Executive in the course of any affiliation
Executive has with the Company or its Affiliates and will not disclose any
Confidential Information to any Person not affiliated with the Company except as
authorized in writing by the Company. "Confidential Information" means any
information relating to the relationship of the Company or its Affiliates to
their customers (including, without limitation, the identity of any customer),
the research, design, development, manufacturing, marketing, pricing, costs,
capabilities, capacities and business plans related to the Business, the
financing arrangements of the Company, or the financial condition or prospects
of the Company; inventions, products, processes, methods, techniques, formulas,
compositions, compounds, projects, developments, plans, research data, clinical
data, financial data, personnel data, computer programs, software, including
source code, object code, operating systems, bridgeware, firmware, middleware or
utilities and customer and supplier lists and any other confidential information
relating to the assets, condition or business of the Company or its Affiliates.
Notwithstanding the foregoing, Executive will have no obligation with respect to
(a) information disclosed to Executive by a Person who does not owe a duty of
confidentiality to the Company or its Affiliates; or (b) information which is in
the public domain and is readily available; or (c) information where disclosure
is required by law or is necessary in connection with a claim, dispute or
litigation to which Executive is or becomes a party and the Company is given ten
business days prior written notice of the intent to make disclosure.

                  6.4 Injunctive Relief. The restrictions contained in this
Section 6 are necessary for the protection of the business and goodwill of the
Company and its Affiliates and are considered by Executive to be reasonable for




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such purpose. Executive acknowledges that a breach or threatened breach by
Executive of the covenants contained in this Section 6 would cause the Company
irreparable harm and that the extent of damages to the Company would be
impossible to ascertain and that there is and will be available to the Company
no adequate monetary damages or other remedy at law to compensate it in the
event of any such breach. Consequently, in the event of a breach of any such
covenant, in addition to any other relief to which the Company is or may be
entitled, the Company may seek, as a matter of course, an injunction or other
equitable relief, including the remedy of specific performance, to enforce any
or all of such covenants by Executive, his or her employer, employees, partners,
agents or any of them.

                  6.5 Modification of Covenants. In the event an arbitrator,
court or governmental agency or authority determines that any provision of
Section 6 is invalid by reason of the length of any period of time or the size
of any area during or in which such provision is effective, such period of time
or area will be considered to be reduced to the extent required to cure such
invalidity.

                  6.6 Extension of Covenant. In the event Executive violates the
restrictions contained in Section 6.1, the duration of such restriction will
extend for a period of time equal to the period of time during which such
violation continued.

                  6.7 Counter-claims. Any claim or cause of action by Executive
against the Company, whether predicated on this Agreement or otherwise, will not
constitute a defense to the enforcement by the Company of the restrictions
contained in this Section 6, but will be litigated separately including, without
limitation, any claim by Executive that Executive has not been terminated for
cause pursuant to Section 4.2 above, unless the claim and defense arise out of
the same event and joinder would be required.

         7. Inventions, Patents and Intellectual Property.

                  7.1 All Inventions made, conceived, reduced to practice,
created, written, designed or developed by Executive, solely or jointly with
others and whether during normal business hours or otherwise, during the
Original Term, the Additional Term or thereafter if resulting or directly
derived from Confidential Information, will be the sole property of the Company.
"Inventions" include inventions, discoveries, computer programs, data, software,
technology, designs, innovations and improvements (whether or not patentable and
whether or not copyrightable) related solely to the Business and specifically
exclude any such item predating the effective date of this Agreement or any
non-Company activity specifically permitted under Section 2. Executive hereby
assigns to the Company all Inventions and any and all related patents,
copyrights, trademarks, trade names, and other industrial and intellectual
property rights and applications therefor, in the United States and elsewhere
and appoints any officer of the Company as Executive's duly authorized attorney
to execute, file, prosecute and protect the same before any government agency,




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court or authority. Upon the request of the Company and at the Company's
expense, Executive will execute such further assignments, documents and other
instruments as may be necessary or desirable to fully and completely assign all
Inventions to the Company and to assist the Company in applying for, obtaining
and enforcing patents or copyrights or other rights in the United States and in
any foreign country with respect to any Invention.

                  7.2 Executive will promptly disclose to the Company all
Inventions and will maintain adequate and current written records (in the form
of notes, sketches, drawings and as may be specified by the Company) to document
the conception and/or first actual reduction to practice of any Invention. Such
written records will be available to and remain the sole property of the Company
at all times.

         8. Return of Confidential Information. All files, letters, memoranda,
reports, records, data, sketches, drawings, laboratory notebooks, program
listings or other written, photographic or other tangible material, in each
event, containing Confidential Information, whether created by Executive or
others, which come into Executive's custody or possession, are and will be the
exclusive property of the Company to be used by Executive only in the
performance of his duties for the Company.

         9. Cooperation. At any time during the term of this Agreement or
thereafter, Executive will reasonably cooperate with the Company in any
litigation or administrative proceedings involving any matters with which
Executive was involved during Executive's employment by the Company. The Company
will reimburse Executive for reasonable time and expenses, if any, incurred in
providing such cooperation.

         10. Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing, and may be given
by a party hereto by (a) personal service (effective upon delivery), (b) mailed
by registered or certified mail, return receipt requested, postage prepaid
(effective five business days after dispatch), (c) reputable overnight delivery
service, charges prepaid (effective the next business day) or (d) telecopy or
other means of electronic transmission (effective upon receipt of the telecopy
or other electronic transmission in complete, readable form), if confirmed
promptly by any of the methods specified in clauses subparagraphs (a)-(c) of
this Section 10, to the other party at the address shown above, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 10.

         11. Non-Disparagement. During the term of Executive's employment
hereunder and for five years thereafter, neither the Company nor Executive will
disparage, deprecate, or make any negative comment with respect to the other
party or its Affiliates or their respective businesses, operations, or
properties.

         12. Pronouns. Whenever the context may require, any pronouns used in
this Agreement include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns include the plural and vice versa.

         13. Entire Agreement. This Agreement, and such other agreements,
schedules and exhibits as are referenced in this Agreement, constitute the
entire agreement between the parties and supersede all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement.



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         14. Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and Executive.

         15. Governing Law; Consent to Jurisdiction.

                  15.1 This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any contrary application of conflicts of laws principles.

                  15.2 Each of the Company and Executive consents to the
jurisdiction of all Federal and state courts located in the Commonwealth of
Pennsylvania which have jurisdiction over any disputes arising under this
Agreement. Service of process in any action or proceeding commenced in a court
located in the Commonwealth of Pennsylvania may be made by written notice as
provided in Section 10.

         16. Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business; provided, however, that
the obligations of Executive are personal and may not be assigned by him.

         17. Miscellaneous.

                  17.1 No delay or omission by the Company in exercising any
right under this Agreement operates as a waiver of that or any other right. A
waiver or consent given by the Company on any one occasion is effective only in
that instance and will not be construed as a bar or waiver or any right on any
other occasion.

                  17.2 The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

                  17.3 In case any provision of this Agreement is invalid,
illegal or otherwise unenforceable, the validity, legality and enforceability of
the remaining provisions will in no way be affected or impaired.




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         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the day and year set forth above.

                                          COMPANY:

                                          I-TRAX, INC.


                                          By:  /s/ David R. Bock
                                               ------------------------------
                                                Name: David R. Bock
                                                Title: Chief Financial Officer


                                          Attest:  /s/ Yuri Rozenfeld
                                                   --------------------------
                                                   Name: Yuri Rozenfeld
                                                   Title: Secretary


                                          EXECUTIVE:


Witness: /s/ Yuri Rozenfeld               /s/ R. Dixon Thayer
        ---------------------             -------------------------





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