EXHIBIT 10.2

                            AMENDMENT TO OFFICE LEASE
                                   Relocation

                  This Amendment to Office Lease  (Relocation)  (the "Relocation
Amendment"),  is made as of this 31st day of January  2002,  by and  between TMT
Reston I & II,  Inc.,  a Delaware  corporation  ("Landlord"),  and ITrax  Health
Management  Solutions,  Inc.,  a Delaware  corporation  ("Tenant")  (each of the
foregoing parties to this Relocation Amendment, a "Party" and collectively,  the
"Parties").

                                   RECITALS:

                  A. Reston Plaza.  I & II, LLC  ("Reston")  and Tenant  entered
into that  certain  October 22, 1999 Office  Lease (the  "Lease")  for  premises
located at 12020  Sunrise  Valley  Drive,  Reston,  Virginia  (the  "Building"),
pursuant to which Tenant leases  approximately 6,455 square feet of net rentable
office space known as Suite #350 of the Building (the "Premises").

                  B. Landlord is the  successor-in-interest  to Reston under the
Lease.

                  C. Landlord and Tenant mutually desire to terminate possession
by  Tenant  of the  Premises  and to  relocate  Tenant  to  that  certain  space
consisting  of  approximately  1,381 square feet of net  rentable  area known as
Suite  #240  of the  Building  (as  depicted  in the  attached  Exhibit  A) (the
"Relocation Premises").

                  D.  Tenant  acknowledges  that as of January 4, 2002,  it owed
$69,224.67 in past due Rent, Additional Rent, and other payments due to Landlord
under the Lease (collectively, the "Past Due Rent"). Tenant further acknowledges
that an Event of Default has  occurred  under the terms of the Lease for failing
to pay Rent,  Additional Rent, and other payments due to Landlord,  such failure
persisting for more than seven (7) days.

                  E.  Landlord and Tenant  mutually  acknowledge  that under the
terms of the Lease, Tenant posted a security deposit (the "Security Deposit") in
the amount of $26,895.84.  As of January 4, 2002,  Landlord applied the Security
Deposit  to the Past Due  Rent,  with a  resultant  Past  Due  Rent  balance  of
$42.328.83.  Tenant  acknowledges  that  as  of  the  date  of  this  Relocation
Amendment,  a further Event of Default has occurred under the terms of the Lease
for failing to replenish the Security Deposit ten (10) days following receipt of
written notice by Landlord.

                  F.  Landlord  and Tenant agree that Tenant  presently  owes to
Landlord  as of the date of this  Relocation  Amendment  $42,328.83  in Past Due
Rent.

                  G.  Each  of  the  parties  hereby   acknowledges   that  this
Relocation Amendment furthers the purpose of avoiding the costs of litigation.

                  NOW, THEREFORE, in consideration of the above recitals,  which
by this reference are  incorporated  herein and made a substantive  part hereof,
the mutual covenants and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency


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of which are hereby acknowledged,  Landlord and Tenant,  intending to be legally
bound hereby, agree as follows;


                  I.  Definitions.  All  capitalized  terms not  defined in this
Relocation  Amendment  shall have the same  meanings  as ascribed to them in the
Lease. The Effective Date shall be February 2, 2002.

                  2. Surrender of Premises.  Tenant's right to possession of the
Premises shall terminate effective as of the Effective Date as if said Effective
Date  were  set  forth  in the  Lease  as the  expiration  date  of the  term of
possession  of the Premises.  Tenant shall vacate and deliver  possession of the
Premises to Landlord  broom clean and  otherwise  in the manner set forth in the
Lease with  respect to  surrender of the  Premises.  Subject to the  agreements,
representations,   warranties  and  indemnities  contained  in  this  Relocation
Amendment,  Landlord  agrees to accept the surrender of title and  possession by
Tenant in and to the Premises  effective as of the Effective  Date. In so doing,
Landlord and Tenant agree that such actions  constitute  termination of Tenant's
right to  possession of the  Premises,  but that the Lease  survives as does the
Lease Term and all Tenant obligations attendant thereunder.

                  3. Relocation Premises.

                  (a) Subject to the agreements, representations, warranties and
indemnities contained in this Relocation  Amendment,  Landlord does hereby lease
to Tenant and Tenant does hereby lease from Landlord,  as of the Effective Date,
the  Relocation  Premises  for a term of eighteen  (18) months (the  "Relocation
Term").  Tenant  acknowledges  that it  enters  into this  Relocation  Amendment
without any  representations or warranties by the Landlord,  or anyone acting or
purporting to act on behalf of Landlord,  as to the present or future  condition
of the  Relocation  Premises or the  appurtenances  thereto or any  improvements
therein or of the Building,  except as specifically set forth in this Relocation
Amendment.  It is further agreed that Tenant docs and will accept the Relocation
Premises "AS IS" in their  present  condition as of the date of this  Relocation
Amendment,  without any representations or warranties by the Landlord, or anyone
acting or purporting  to act on behalf of Landlord,  as to the present or future
condition  of the  Relocation  Premises  or  the  appurtenances  thereto  or any
improvements  therein or of the Building,  and the Landlord has no obligation to
perform any work  therein.  Tenant  agrees that in the event of the inability of
Landlord to deliver possession of Relocation  Premises as of the Effective Date,
Landlord shall not be liable for any damage  resulting from such inability,  but
Tenant shall not be liable for any rent for the  Relocation  Premises  until the
time when Landlord delivers the Relocation Premises to Tenant,  which date shall
be the Relocation Commencement.  No such failure to give possession shall affect
the other  obligations of Tenant under this  Relocation  Amendment or the Lease.
Notwithstanding any provision in this Relocation  Amendment to the contrary,  if
the Relocation Term has not commenced within one (1) year after the date of this
Relocation   Amendment,   this   Relocation   Amendment   and  the  Lease  shall
automatically  terminate on the first (1st) anniversary of the date hereof.  The
sole purpose of this provision is to avoid any possible  interpretation that the
Lease and Relocation  Amendment violates the Rule Against  Perpetuities or other
rule of law against restraints on alienation.



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<PAGE>



                 (b) The base rent for the  Relocation  Premises shall be $30.00
full service per rentable  square foot per year.  Commencing on the first annual
anniversary of the Relocation  Commencement Date, and on each annual anniversary
of the Relocation  Commencement  Date thereafter during the Relocation Term, the
base  rent  shall  escalate  3.0% per  annum in  accordance  with the  following
schedule  below.  Tenant shall pay, as Additional  Rent,  its pro-rata  share of
Taxes and  Operating  Expenses  as set forth in  Sections  5 and 6 of the Lease,
retaining the Tax Base and Opex Base established  therein.  Tenant agrees to pay
to Landlord the Rent and  Additional  Rent in effect from time to time by paying
the monthly  installment  of the Rent and  Additional  Rent then in effect on or
before the first day of each full calendar month during the  Relocation  Term as
provided in the Lease,  except that the first month's Rent and  Additional  Rent
($102.11)  shall be paid upon the  execution  of this  Relocation  Amendment  by
certified check made payable to Landlord.

-------------------------------------------------------------------------------
       Year       Relocation Premises Annual           Relocation Premises
                           Base Rent                    Monthly Base Rent
-------------------------------------------------------------------------------
        1                 $41,430.00                        $3,452.50
-------------------------------------------------------------------------------
        2*                $42,672.90                        $3,556.08
-------------------------------------------------------------------------------
* to be prorated as appropriate.

                  (c) Section  3(G) of the Lease is amended to state as follows:
"Tenant's pro rata share is 2.83%."

                  (d) Tenant shall deposit with Landlord  contemporaneously with
execution of this  Relocation  Amendment a sum of  [$6,905.00]  in the fom1 of a
certified check as a Security Deposit, subject to the provisions of Section 3(F)
of the Lease.

                  (e) Tenant may, at its option, elect to terminate its lease of
the Relocation  Premises ("Tenant's  Termination  Option") upon thirty (30) days
advance  written  notice to Landlord)  provided  that Tenant has not incurred an
Event of  Default  under  this  Relocation  Amendment  or the  Lease.  If Tenant
exercise Tenant's  Termination Option, it shall  simultaneously with delivery of
the written  notice,  also pay to  Landlord  in the form of a certified  check a
Termination  Fee in an amount equal to the lesser of: (i) six (6) months rent at
the rate set  forth in  Section  3 of this  Relocation  An1endment;  or (ii) the
undiscounted  sum of the remaining  rental payments due for the Relocation Term,
as calculated under Section 3 of this Relocation Amendment.

                 (f) Landlord  may, at its option,  elect to terminate  Tenant's
lease of the Relocation Premises  ("Landlord's  Termination Qption") upon ninety
(90) days advance written notice to the Tenant.


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<PAGE>



                  (g) Tenant shall,  at the  expiration  'or  termination of the
Relocation Term by lapse of time or otherwise,  yield up immediate possession of
the  Relocation  Premises  to  Landlord  as set forth in Article 21 of the Lease
subject to the holdover  provision  provided therein and Tenant's  obligation to
restore the Relocation Premises to their original condition as of the Relocation
Commencement  Date,  reasonable  wear and tear and  damage by  insured  casualty
excepted.  Furthermore,  upon  the  expiration  or  earlier  termination  of the
Relocation Lease Term,  Tenant shall restore and repair the Relocation  Premises
to their original condition as of the Relocation  Commencement Date,  reasonable
wear and tear and damage by insured casualty  excepted,  or if Tenant shall fail
to so deliver the Relocation Premises in such required condition.,  Tenant shall
pay to Landlord the amount,  as  estimated by Landlord,  necessary to repair and
restore the  Premises  and/or  Relocation  Premises,  as  applicable,  and/or to
discharge  Tenant's  obligation  for  unpaid  amounts  due or to  become  due to
Landlord.  All such  amounts  shall be used and held by Landlord  for payment of
such  obligations of Tenant,  with Tenant being liable for any additional  costs
upon demand by  Landlord,  or with any excess to be returned to Tenant after all
such  obligations  have been  determined  and  satisfied.  Except as provided in
Section 5 of this  Relocation  Amendment,  upon expiration or termination of the
Relocation Term, the Lease Term sha11 simultaneously terminate.

                  4.  Consideration.  At the  time  of  its  execution  of  this
Relocation  Amendment,  Tenant shall make payment by certified check to Landlord
in the amount of $42,328.83 in  consideration  of Landlord's  agreement to enter
into   this   Relocation   Amendment,   which   enables   Tenant   to  cure  all
then-outstanding Events of Default under the Lease, including its Past Due Rent.
Landlord acknowledges receipt from Tenant of $2,500.00 to cover Landlord's legal
fees incurred with respect to preparation  and  negotiation  of this  Relocation
Agreement.

                  5. Default.

                  (a) It  shall be an Event of  Default  under  this  Relocation
Amendment and the Lease if Landlord  determines that Tenant shall have failed to
fulfill any or all of the representations,  warranties,  and covenants set forth
in this  Relocation  Amendment  or in the Lease;  any  default  hereunder  shall
constitute  an Event of Default  under the Lease and any Event of Default  under
the Lease shall constitute a default hereunder.

                  (b)  Tenant   acknowledges  that,  as  of  the  date  of  this
Relocation  Amendment,  two Events of Default have  occurred as set forth in the
Recitals.  Tenant and Landlord  further  acknowledge  that  Landlord may, at its
option,  elect any of the remedies  provided for in Section  22(B) of the Lease,
however,  Landlord  agrees,  subject  to  Tenant's  fulI1lIment  of  all  of the
representations,   warranties,  and  covenants  set  forth  in  this  Relocation
Amendment or in the Lease, to forbear on enforcement of such a claim.

                  (c) Upon a further  Event of  Default  under the Lease or this
Relocation Agreement,  Landlord may, at its sole discretion and option, cease to
forbear  as  aforementioned  and  instead  elect  to apply  any of the  remedies
provided  for in Section  22(B) of the Lease or  available  at law or in equity,
except that in such circumstances, all calculations of Rent, Additional Rent, or
other such sums, shall be made as if Tenant were still in possession of the


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Premises  for a lease  term  commencing  on  October  15,  1999 and ending as of
October 31, 2004  (including,  but not limited to  application of the Rent rates
provided in Section 3(A) of the Lease and a Tenant's  pro-rata share of 13.20%),
notwithstanding any other provision to the contrary of this Relocation Amendment
or the Lease.  The preceding  presumes that Tenant has  surrendered the Premises
and is in possession only of the Relocation Premises, however should Tenant fail
to vacate as  contemplated  hereunder,  in that situation only at the time of an
Event of Default, Rent, Additional Rent, and such other sums shall be calculated
as to both the Premises and the Relocation Premises.

                  6.  Representation  and  Warranties.   Tenant  represents  and
warrants that (a) Tenant is the rightful  owner of all of the Tenant's  interest
in the  Premises  and the Lease and that Tenant has full power and  authority to
execute and perform this Relocation Amendment and has taken all action necessary
to authorize the execution and performance of this Relocation  Amendment,  which
such power and authority is further  evidenced by Tenant's  delivery to Landlord
of a duly  authorized  resolution  of its  Board of  Directors  (and  incumbency
certificate)  as set forth in the form of Exhibit B  attached  hereto and made a
part hereof;  (b) Tenant has not made any  disposition,  assignment,  lease,  or
conveyance  of the  Premises and the Lease or Tenant's  interest  therein or any
claim, demand, obligation, liability, action or cause of action arising from the
Lease;  (c) no other  person or entity has an interest in the  Premises  and the
Lease,  collateral or otherwise;  (d) there are no outstanding contracts for the
supply of labor or  material,  and no work has been done or is being done in, to
or  about  the  Premises  which  has not  been  fully  paid  for  and for  which
appropriate waivers of mechanic's liens have not been obtained; (e) the Lease is
valid,  binding and  enforceable  in  accordance  with its terms,  and  Tenant's
ratification of the Lease by this Relocation  Amendment is further  evidenced by
Tenant's delivery to Landlord of the duly authorized  resolution of its Board of
Directors (and  incumbency  certificate)  as set forth in the form of Exhibit B;
(f) to the  best of its  knowledge,  Landlord  is not in  default  of any of its
obligations  under the  Lease;  and (g) Tenant is not  currently  subject to the
provisions  of the  United  States  Bankruptcy  Code or other laws of the United
States or any state thereof for the protection of debtors.

                  7. Time is of the Essence. Time shall be deemed of the essence
with respect to each and every obligation and condition herein contained.

                  8. Jury  Trial  Waiver.  The  Parties  each  agree to and they
hereby do waive trial by jury in any action,  proceeding or counterclaim brought
by either of the parties  hereto  against  the other on any  matters  whatsoever
arising out of or in any way  connected  with this  Relocation  Amendment or the
Lease any claim of injury or damage and/or any statutory remedy. In the event of
any default on the part of Tenant under the Lease or this Relocation  Amendment,
(i) Landlord shall, at its option,  in addition to any other remedies  available
to it under the Lease and this Relocation Amendment,  have the right of specific
performance,  Tenant  acknowledging that Landlord may have no adequate remedy at
law;  and (ii) Tenant  hereby  waives any and all  notices to quit the  Premises
and/or  Relocation  Premises or notices of  Landlord's  intention to reenter the
Premises and/or Relocation Premises.



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<PAGE>



                  9. Notice and Waivers. After the Effective Date, Article 26 of
the Lease is stricken,  Written notices to each respective  Party should be sent
to the following:

                     If to Tenant:

                     ITrax Health Management Solutions, Inc.
                     12020 Sunrise Valley Drive
                     Reston, Virginia 20191
                     Attention: Mr. Anthony Tomaro

                     With a copy to:  (which shall also constitute notice)

                     ITrax Health Management Solutions, Inc.
                     One Logan Square
                     Suite 2615
                     130 N. 18th Street
                     Philadelphia, PA 19103
                     Attention: Mr. Gary Reiss

                     If to Landlord:

                     TMT Reston I & II, Inc.
                     c/o RREEF
                     8280 Greensboro Drive, Suite 550
                     McLean, Virginia 22102
                     Attn: Patrick N. Connell, Vice President -District Manager

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

                     Covington & Burling
                     1201 Pennsylvania Avenue, N. W.
                     Washington, D.C. 20004
                     Attention: Robert J. Gage, Esquire

                 This Relocation  Amendment and the Lease shall be construed and
enforced in accordance  with the laws of the  Commonwealth  of Virginia.  To the
extent  applicable,  the Parties hereby waives the benefit of Sections 49-25 and
49-26 of the Code of Virginia  (2001) as amended.  Each Party hereby  expressly,
knowingly and irrevocably  consents and waives any objection to the jurisdiction
of any state or federal court situated within the  Commonwealth of Virginia over
any suit, action or proceeding  whether for damages or for injunction,  specific
performance or for any other  prohibitory or mandatory  relief arising out of or
relating to this Relocation  Amendment and Lease.  Each Party hereby  expressly,
knowingly and irrevocably agrees that all claims in respect of such suit, action
or  proceeding  may be heard  and  determined  in such  state or  federal  court
situated  within the  Commonwealth  of Virginia.  Having  received the advice of
competent legal counsel, each party hereby expressly, knowingly, and irrevocably
waives


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<PAGE>



to the fullest extent it may effectively do so,  objection to defending any such
suit, action or proceedings in such state or federal court, based on the defense
of forum non conveniens  (inconvenient forum) for the: maintenance of such suit,
action or  proceeding.  Should a Party be  unavailable,  disabled,  or otherwise
unable or  unwilling  to accept  service of  process,  such Party  appoints  the
Secretary of the  Commonwealth as agent for the service of process,  as provided
for under the laws of the Commonwealth of Virginia. Each party hereby expressly,
knowingly,  and  irrevocably  consents  to service of all writs,  processes  and
summons in any such suit,  action or proceeding by mailing thereof to either (a)
the notice address provided herein or (b) the Secretary of the Commonwealth,  by
United States certified mail,  postage prepaid,  return receipt  requested or by
Federal Express, courier charges prepaid, signature of recipient required.

                  10. Limitation of Landlord's Liability.  Redress for any claim
against Landlord under the Lease and this Relocation  Amendment shall be limited
to and enforceable only against and to the extent of Landlord's  interest in the
Building.  The  obligations  of  Landlord  under the  Lease and this  Relocation
Amendment  are not intended to and shall not be  personally  binding  upon,  nor
shall any resort be had to private properties of, any of Landlord's  trustees or
board of directors or officers,  as the case may be, its investment manager, the
general partners thereof,  or any  beneficiaries,  stockholders,  employees,  or
agents of Landlord or of the investment manager.

                  11. Advice of Counsel. In executing this Relocation Amendment,
the Parties have had the opportunity to obtain independent advice and counsel of
their  respective  attorneys  and each has executed  this  Relocation  Amendment
without fraud, duress or undue influence.

                  12.  Additional  Documents.  The Parties hereto shall promptly
execute  and  deliver  without  additional  consideration  any  supplemental  or
additional  documents  which the other Party may deem  necessary or desirable to
carry out the intent and purpose of this Relocation Amendment.

                  13. Severability. In the event that any covenant, condition or
other provision herein  contained is held to be invalid,  void or illegal by any
court of competent  jurisdiction,  the same shall be deemed  severable  from the
remainder of this  Termination  Agreement and shall in no way affect,  impair or
invalidate any other covenant, condition or other provision herein contained.

                  14. Entire Agreement. This Relocation Amendment sets forth the
entire understanding  between the Parties,  and there are no terms,  conditions,
representations, warranties or covenants other than those contained herein. Each
of the  Parties  hereto  acknowledges  that no  other  party,  nor any  agent or
attorney of any other party,  has made any promise,  representation  or warranty
whatsoever,  express or implied,  not contained  herein  concerning  the subject
matter hereof,  to induce him or it to execute this  Relocation  Amendment,  and
acknowledges  that he or it has not executed this  instrument in reliance on any
such promise, representation or warranty not contained herein.

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<PAGE>



                  15.  Amendments.  No term  or  provision  of  this  Relocation
Amendment  may be  amended,  waived.  Released,  discharged  or  modified in any
respect except in a writing signed by all Parties hereto.

                  16. Parties to the Agreement.  This Relocation  Amendment does
not grant any rights or  privileges  to any person or entity not a party to this
Relocation Amendment or not specifically referred to herein.

                  17. Brokers.  Tenant  represents and warrants to Landlord that
it has not dealt with any real estate  broker or agent in  connection  with this
Relocation Amendment,  and Tenant knows of no real estate broker or agent who is
or might be entitled to a commission  in connection  herewith.  Tenant agrees to
indemnify, defend and hold Landlord harmless from and against any claims made by
any broker or agent (not  retained by Landlord)  for a commission  in connection
with this Relocation Amendment.

                  18.  Survivability.  All obligations of Tenant under the Lease
and this  Relocation  Amendment  not fully  performed  as of the  expiration  or
earlier  termination of the term of the applicable  document,  shall survive the
expiration or earlier termination of such terms of such document.

                  19.  Miscellaneous.  This  Relocation  Amendment shall be; (i)
binding  upon and  inure to the  benefit  of  Landlord  and  Tenant,  and  their
respective successors, assigns and related entities (subject to the restrictions
on  assignment  set forth in the  Lease);  and (ii) may be  executed in multiple
counterparts  or by  facsimile  transmissions,  al1 of which shall be treated as
originals of this  Relocation  Amendment for all  purposes,  and all so executed
shall  constitute  one  agreement  binding  upon  all  of  the  parties  hereto,
notwithstanding  that all the parties are not  signatory  to the original or the
same  counterpart or facsimile  transmission.  Any such counterpart or facsimile
transmission shall be admissible into evidence as an original hereof against the
Party who executed it.

                       {SIGNATURES CONTAINED ON NEXT PAGE]

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                IN WITNESS  WHEREOF,  the  Parties  hereto  have  executed  this
Relocation Amendment under seal as of the day and year first above written.

    WITNESS:



                        LANDLORD

                        TMT RESTON I & II. INC.,
                        a Delaware corporation






                        By:  RREEF Management Company.
                                 a Delaware corporation





                        By: /s/ Patrick N. Connell
                            -------------------------------
                        Tiled: Vice President-District Manager


    ATTEST:             TENANT:

                        I-TRAX HEALTH MANAGEMENT
                        SOLUTIONS, INC.,



                        By:  /s/ Gary Reiss
                             -------------------------------
                        Title:
                        Dated:






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