--------------------------------------------------------------------------------


                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

      [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934

                  For the fiscal year ended: December 31, 2002

      [ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                For the transition period from _______ to _______

                         Commission File Number: 0-30275

                                  I-TRAX, INC.
                   ------------------------------------------
                 (Name of small business issuer in its charter)

              Delaware                               23-3057155
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

              One Logan Square
    130 N. 18th Street, Suite 2615
       Philadelphia, Pennsylvania                            19103
  (Address of principal executive offices)                  (Zip Code)

                    Issuer's telephone number: (215) 557-7488

Securities registered under Section 12(b) of the Exchange Act:     None

Securities registered under Section 12(g) of the Exchange Act:     Common Stock,
$.001 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $3,931,910.

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the price at which the stock was sold on March 21, 2003 on the
American  Stock  Exchange was  $11,652,493.  As of March 21, 2003, the number of
shares outstanding of each class of common equity was 9,372,727 shares of Common
Stock, $.001 par value.

DOCUMENTS  INCORPORATED BY REFERENCE:  Portions of the issuer's definitive proxy
statement  for its 2003  Annual  Meeting of  Stockholders  are  incorporated  by
reference in Part III of this report.

Transitional Small Business Disclosure Format (Check one):  [   ] Yes  [X] No

--------------------------------------------------------------------------------

<PAGE>




                                  I-TRAX, INC.

                            FORM 10-KSB ANNUAL REPORT

                      FOR THE YEAR ENDED DECEMBER 31, 2002

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


Item                                                                                                    Page No.

                                     PART I
<C>                                                                                                          <C>
1.       Description of Business............................................................................ 1
2.       Description of Properties..........................................................................19
3.       Legal Proceedings..................................................................................20
4.       Submission of Matters to a Vote of Security Holders................................................20

                                     PART II

5.       Market for Common Equity and Related Stockholder Matters...........................................21
6.       Management's Discussion and Analysis of Financial Condition and Results of Operations..............25
7.       Financial Statements...............................................................................32
8.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...............66

                                    PART III

9.       Directors, Executive Officers, Promoters and Control Persons; Compliance with
         Section 16(a) of the Exchange Act .................................................................66
10.      Executive Compensation.............................................................................66
11.      Security Ownership of Certain Beneficial Owners and Management.....................................66
12.      Certain Relationships and Related Transactions.....................................................66
13.      Exhibits and Reports on Form 8-K...................................................................66
14.      Controls and Procedures............................................................................70


</TABLE>

<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

         This report includes and incorporates  forward-looking  statements. All
statements,  other than statements of historical facts, included or incorporated
in this report regarding our strategy,  future operations,  financial  position,
future revenues,  projected costs, prospects, plans and objectives of management
are   forward-looking   statements.   The   words   "anticipates,"   "believes,"
"estimates,"  "expects,"  "intends," "may," "plans," "projects," "will," "would"
and similar  expressions  are intended to identify  forward-looking  statements,
although not all forward-looking  statements contain these identifying words. We
cannot  guarantee  that we  actually  will  achieve  the  plans,  intentions  or
expectations  disclosed  in our  forward-looking  statements  and you should not
place undue reliance on our forward-looking statements. Actual results or events
could differ materially from the plans, intentions and expectations disclosed in
the  forward-looking  statements we make. We have included  important factors in
the cautionary statements included or incorporated in this report,  particularly
under the heading  "Risk  Factors"  beginning  on page 13 that we believe  could
cause actual  results or events to differ  materially  from the  forward-looking
statements we make. Our forward-looking  statements do not reflect the potential
impact of any future  acquisitions,  mergers,  dispositions,  joint  ventures or
investments we may make.

Business Overview

         I-trax provides  focused disease  management and  comprehensive  health
management  solutions designed to improve the health of the populations we serve
while reducing the cost of medical care.

         Our solutions are designed to meet the needs of insurers, employers and
consumers  seeking to reduce  costs and  improve the quality of care by enabling
healthcare  organizations  to evolve from fragmented  care management  practices
into a cohesive and efficient system of healthcare management. Our solutions are
fully integrated, use a single-data platform that allows all caregivers to share
records  and  enable  our  clients  to provide  true  coordination  of care.  By
facilitating  real-time  communication  between all stakeholders  within today's
complex healthcare system, I-trax's health management solutions reduce costs and
enable the best possible delivery of care.

         Ours is a three-pronged approach that results in savings and consumer
satisfaction: Prediction + Prevention + Care Management = Performance

         Prediction

         First,  we use  historical  information  to predict  future  healthcare
costs. Experts agree that predictive modeling provides a comprehensive advantage
to health plans, employers and providers,  which leads to cost effective medical
management and greater profitability.  By using predictive modeling, we identify
our clients'  future  healthcare  costs,  the health  conditions that will drive
those costs and the people within our clients'  populations  who are at risk for
those conditions.  Armed with this information,  we target appropriate resources
to address the costly  conditions and the populations that are at risk for those
conditions, thus managing costs while improving care.

         Prevention

         Second, we use what we believe to be state-of-the-art demand management
and nurse triage services to effect our targeted  interventions.  These services
incorporate nationally recognized,  evidence-based clinical guidelines to ensure
that all caregivers and consumers are following the best practices. We also link
the key  stakeholders  in this care delivery  effort--consumers,  physicians and
care managers--through  secure, web-based solutions.  These solutions facilitate
real-time sharing of information and support the adherence to our population and
disease  management  programs.  Finally,  we  staff  our  state-of-the-art  Care
Communications Center with skilled nurses and other healthcare  professionals 24
hours  per day,  7 days per week.  The  Center  helps  consumers  make  informed
decisions about their health and provides ongoing support for those with chronic
diseases.

<PAGE>


         The  products  and  services we use to deliver  targeted  interventions
include:   MyNurseLine(TM),   a   technology-enabled   nurse   triage   service;
DoctorsLine(TM),  an after-hours  custom triage and  administrative  outsourcing
service;   Health-e-Community(TM),   a  specialized  enrollment,  marketing  and
fulfillment  service;  eImmune(R),  a clinical  immunization and related adverse
events tracking  system;  and  Medicive(R)  Medical  Enterprise  Data System,  a
proprietary  software  architecture  developed to collect,  store,  retrieve and
analyze a broad range of  information  used in the  healthcare  industry,  which
serves as the foundation for our Care Coordination Platform offerings.  Our Care
Coordination  Platform  includes:  Health-e-Coordinator(TM),  a  web-based  care
management application; MyFamilyMD(TM), a consumer health management portal; and
CarePrime(R), a clinical care application for physicians and clinicians.

         Care Management

         Finally,  we believe that we offer the  industry's  most  comprehensive
health management and disease management solution. We assist clients in managing
the healthcare of their populations by outsourcing  clinical and  administrative
services as part of a strategic partnership. Through long-term partnerships with
our  clients,  we align our assets  and core  competencies  to develop  targeted
solutions to meet the needs of the  populations  our clients serve.  Our disease
management solutions currently address congestive heart failure (CHF),  coronary
artery disease (CAD), asthma,  diabetes, lower back pain and chronic obstructive
pulmonary  disease  (COPD).  We  also  develop  programs  using  evidenced-based
guidelines  based on our clients'  requests.  Health-e-Life  Program(TM)  is our
comprehensive end-to-end solution for care management.

         Performance

         Everything we do is built on information,  which drives decision-making
and results. Information guides the identification of consumers, the utilization
of  protocols   that  provide  high  quality  and  cost   effective   care,  the
communication  among the key  stakeholders  and ultimately the return on capital
invested in providing healthcare.  When all of these components are in place, we
believe  that  consumer  satisfaction  will  increase and the costs of providing
quality healthcare will decrease.

Corporate History

         I-trax, Inc.--Holding Company

         I-trax was  incorporated in the State of Delaware on September 15, 2000
at the  direction  of  the  Board  of  Directors  of  I-trax  Health  Management
Solutions, Inc. ("Health Management"), I-trax's then parent company. On February
5, 2001,  I-trax became the holding company of Health  Management at the closing
of a reorganization  pursuant to Section 251(g) of Delaware General  Corporation
Law. The holding  company  reorganization  was  described  in greater  detail in
I-trax's  registration  statement on Form S-4 (Registration  Number  333-48862),
filed with the  Securities  and Exchange  Commission on October 27, 2000. At the
effective  time  of  the  reorganization  all  of  the  stockholders  of  Health
Management  became the  stockholders  of I-trax and Health  Management  became a
wholly owned  subsidiary of I-trax.  Further,  all outstanding  shares of Health
Management  were converted  into shares of I-trax in a non-taxable  transaction.
Health  Management  no longer  files  reports with the  Securities  and Exchange
Commission.  However,  I-trax does file reports with the Securities and Exchange
Commission,  and its common stock is traded on the American Stock Exchange under
the symbol "DMX."

         The holding company structure has allowed us greater flexibility in our
operations and expansion and diversification plans, including in the acquisition
of WellComm  Group,  Inc. on February 6, 2002 and iSummit  Partners,  LLC, doing
business as "MyFamilyMD," on February 7, 2001.

         I-trax  acquired  WellComm  effective  February  6, 2002 in a  two-step
reorganization  pursuant  to a Merger  Agreement  dated  January 28, 2002 by and
among I-trax, WC Acquisition,  Inc., an Illinois  corporation and a wholly-owned
subsidiary of I-trax,  WellComm and WellComm's two principals.  The initial step
of the reorganization  transaction  involved a merger of WC Acquisition with and
into WellComm, in which merger WellComm continued as the surviving  corporation.
The second step of the reorganization transaction involved a statutory merger of
WellComm with and into I-trax, in which merger I-trax continued as the surviving
corporation.



                                       2
<PAGE>


         At the closing of the  WellComm  merger,  we  delivered to the WellComm
stockholders approximately $2,200,000 in cash and 1,488,000 shares of our common
stock,  and to each of two senior officers of WellComm options to acquire 56,000
shares of our common stock at a nominal exercise price. After the merger,  three
executive officers of WellComm joined us as senior executives and WellComm's two
principal stockholders were elected to our Board of Directors.

         We funded the  acquisition  of  WellComm  by  selling a 6%  convertible
senior  debenture in the  aggregate  principal  amount of $2,000,000 to Palladin
Opportunity  Fund LLC pursuant to a Purchase  Agreement  dated as of February 4,
2002 between Palladin and us. Pursuant to the purchase agreement, we also issued
Palladin a warrant to  purchase up to 307,692  shares of our common  stock at an
exercise price of $5.50 per share.  The  outstanding  principal and any interest
under the debenture are payable in full on or before February 3, 2004.  Further,
outstanding  principal  and any  interest  may be  converted  at any time at the
election of Palladin into our common stock.  The current  conversion price under
the debenture is $3.03. The current conversion price is subject to "reset" as of
August 4, 2003 but only if the closing bid price for our common stock,  averaged
during a period of 20 consecutive trading days ending on August 3, 2003, is less
than the then current conversion price.

         I-trax  acquired  iSummit  effective  February  7, 2001 in an  exchange
transaction  pursuant to a Contribution  and Exchange  Agreement dated September
22, 2000,  as amended,  by and among  iSummit,  I-trax,  Health  Management  and
iSummit's three members. I-trax issued 580,682 shares of common stock to acquire
iSummit (reflecting a post closing adjustments to the aggregate number of issued
shares effective as of December 31, 2001).

         I-trax Health Management Solutions, Inc.--Operating Subsidiary

         Health  Management  is a  predecessor  to I-trax  and is our  operating
subsidiary.  It was  incorporated  in the  State of  Delaware  under the name of
Marmac  Corporation  in May 1969. In December  1979, it changed its name to Ibex
Industries International, Inc. On April 1, 1996, Health Management purchased the
assets  of  certain  physician  practices,  changed  its  name to  U.S.  Medical
Alliance,  Inc.,  and commenced  operations as a physician  practice  management
company.

         As U.S. Medical Alliance,  Health  Management  completed one additional
physician practice  acquisition.  However, it did not have adequate liquidity or
capital resources to withstand the downturn in the physician practice management
industry, nor the ability to acquire profitable physician practices.  In January
1997,  the Board of  Directors,  in an effort to reorganize  Health  Management,
elected Frank A. Martin as its  President.  Mr. Martin  negotiated the return of
the previously  acquired physician practice assets to the physicians in exchange
for the cancellation of any Health Management  capital stock or notes associated
with those acquisitions.  Health Management changed its name to I-Trax.com, Inc.
in August 1999.

         Health Management merged with Member-Link  effective  December 30, 1999
pursuant to a Merger  Agreement  dated as of December 14,  1999.  In the merger,
Health  Management  issued an aggregate of 1,554,368 shares (as adjusted) of its
common stock.  And on February 7, 2001,  Health  Management and I-trax completed
the previously  described  holding  company  reorganization.  Health  Management
assumed its current name, I-trax Health Management Solutions, Inc., on March 21,
2001.

Our Market and Business Strategy

         We  believe  that  the  market  for our  population  health  management
solutions  is  large  and  continues  to grow.  Experts  in  disease  management
outsourcing  estimate that the disease management  industry generated  outsource
fees of  approximately  $73 million in 1997 and  approximately  $425  million in
2001.  Same  experts also  estimate  that these  outsource  fees could reach $20
billion in 2010.

         As the  costs of  medical  care  continue  to grow,  there is a growing
recognition  throughout  the  healthcare  community  of the need  for  targeted,
coordinated, and effective healthcare management solutions.  Further, we believe
that increased interest in population health and disease management among health
plans,  employers and governmental agencies and optimistic results from numerous
ongoing  population  health  and  disease  management   programs  indicate  that
population  health  and  disease  management  are  effective  and will  become a
permanent aspect of healthcare.


                                       3
<PAGE>


         Because our solutions are scalable and can be tailored to fit into most
healthcare  organizations,  we  feel we have a  competitive  advantage.  We have
identified, and are targeting, the following segments of the healthcare industry
as purchasers of our solutions:

o             Self-Insured  Employers.  As the ultimate payor for health related
              costs,  self-insured  employers have a significant stake in making
              sure that employees and their  dependents are empowered with tools
              to make  the  best  and most  educated  healthcare  decisions.  We
              believe that correct and informed  decisions  will not only reduce
              direct healthcare costs, but also reduce employee  absenteeism and
              improve  employees'  focus at work.  Where  employees are older or
              retired   and  at  risk   for   chronic   diseases,   early   risk
              identification  and targeted  interventions will help reduce costs
              and improve quality of life.

o             Military and Government.  The eImmune(R)  application is the first
              application  we designed and built.  It now used to manage records
              for 2.5  million  individuals.  With recent  increased  funding to
              state health programs, this application is now very expandable.

o             Public Health  Agencies.  Public health  agencies are charged with
              coordinating care to a significant  portion of America's uninsured
              population.  Our care  coordination  tools and disease  management
              programs are well suited to benefit this segment of the healthcare
              market.   Furthermore,   eImmune(R)   and   our   other   software
              applications are ideally suited for aggregating and analyzing vast
              of  amounts  of  data  required  to,  among  other  things,  track
              immunizations   and  detect  trends  that  can  provide  important
              surveillance information in the event of an outbreak of infectious
              diseases associated with bio-terrorism.

o             Hospitals and Health  Systems.  Hospitals  and health  systems are
              under increasing financial pressure to balance the expense of high
              quality   medical   care  with   public  and   private   insurers'
              reimbursements.  Our solutions assist hospitals and health systems
              to reduce costs while  enhancing  the service and care provided to
              patients.  Our flexible call center solution offers  multi-lingual
              24 per day, 7 days per week  technology-enabled  nurse  triage and
              disease  management  services,  which permit  hospitals and health
              systems to reduce operational costs.

o             Health  Plans and  Health  Insurers.  We  believe  that the era of
              health  maintenance  organizations  denying  access  to  care as a
              measure to reduce costs is over.  We believe that health plans and
              health  insurers  are under  increasing  pressure to revise  their
              methods to reduce medical  errors,  coordinate  care and implement
              technology  enabled  population  health  management  solutions and
              disease management programs.  We believe that denial of access was
              a  short-term  solution  that  is  now  causing  escalated  costs.
              Population health  management is a long-term  solution with proven
              return on investment.

o             Colleges and  Universities.  America's  colleges and  universities
              have  an  increasing  need to  communicate  with  their  students,
              streamline and automate the collection of medical histories during
              the  enrollment  process,  and improve  communication  between the
              student and  student  health  services  in a secure,  confidential
              manner. Furthermore,  colleges and universities seeking to improve
              the healthcare services offered to enrolled students are beginning
              to value 24 hours per day, 7 days per week nurse triage and health
              information services that we offer.

         We are now  servicing  and  continuing  to add  clients  in each of our
targeted markets.  To devise acceptable  pricing plans, we work with each of our
clients  individually.   Generally,  our  clients  pay  us  for  each  completed
transaction or on a "per member, per month" or "per member, per year" basis.


                                       4
<PAGE>



Our Products and Services

         I-trax provides  focused disease  management and  comprehensive  health
management  solutions designed to improve the health of the populations we serve
while reducing the cost of medical care. Ours is a  three-pronged  approach that
results in savings and consumer satisfaction:

                  Prediction + Prevention + Care Management = Performance

         Prediction

         We use  historical  information  to predict  future  healthcare  costs.
Experts agree that predictive  modeling  provides a  comprehensive  advantage to
health plans,  employers and providers,  which leads to cost  effective  medical
management and greater profitability.  By using predictive modeling, we identify
our clients'  future  healthcare  costs,  the health  conditions that will drive
those costs and the people within our clients'  populations  who are at risk for
those conditions.  Armed with this information,  we target appropriate resources
to address the costly  conditions and the populations that are at risk for those
conditions, thus managing costs while improving care.

         Prevention

         We use what we believe to be  state-of-the-art  demand  management  and
nurse  triage  services to effect our  targeted  interventions.  These  services
incorporate nationally recognized,  evidence-based clinical guidelines to ensure
that all caregivers and consumers are following the best practices. We also link
the key  stakeholders  in this care delivery  effort--consumers,  physicians and
care managers--through  secure, web-based solutions.  These solutions facilitate
real-time sharing of information and support the adherence to our population and
disease  management  programs.  Finally,  we  staff  our  state-of-the-art  Care
Communications Center with skilled nurses and other healthcare  professionals 24
hours  per day,  7 days per week.  The  Center  helps  consumers  make  informed
decisions about their health and provides ongoing support for those with chronic
diseases.

         Our prevention products and services include:

         MyNurseLine(TM).  MyNurseLine(TM) is our  technology-enabled,  clinical
nurse triage  service  that is available 24 hours per day, 7 days per week.  The
service  provides clients with tailored  communication  center solutions to meet
their healthcare needs. By utilizing  state-of-the-art  information  technology,
MyNurseLine(TM) affords consumers access to affordable,  high quality health and
wellness information through our Care Communications Center, ultimately reducing
costs and improving general health status.

         MyNurseLine(TM)   service  allows  for  rapid  assessment  of  callers'
condition, triaging them to the appropriate level of care ranging from emergency
care  referral to guided  self-care at home.  Recent  studies  cited by the Wall
Street Journal  indicate that 37% to 54% of the 95 million yearly emergency room
visits are for conditions that do not require immediate treatment,  such as sore
throats and ankle sprains.  By using  MyNurseLine(TM)  nurse triage a client can
reduce medical costs by directing callers to appropriate  levels of care thereby
reducing  unnecessary  over  utilization  of services.  MyNurseLine(TM)  service
features:

     o    Fully operational, 24 hours a day, 7 days per week.

     o    Calls answered by registered nurses, with a minimum of three-years of
          recent clinical experience, including experience in critical care and
          case management.

     o    Seamless continuity for patients or members because nurses answering
          calls become part of our client's staff by using greeting and
          procedures customized and to client specifications.

     o    Triage protocols provided by Barton D. Schmitt, MD, FAAP and the
          American Institute for Preventive Medicine and organized into
          manageable topics such as chest pain, fever and rashes.

     o    High level of quality assurance by physicians and registered and
          telephone triage certified nurses serving as clinical team leaders.



                                       5
<PAGE>


     o    Multi-lingual triage and support.

     o    Selection of 1,800 standard patient call reports, including caller
          satisfaction, telephone activity by day-of-week and patient chart
          reports. Reports may be faxed or emailed to clients daily.

         DoctorsLine(TM).  DoctorsLine(TM)  service  is our  after-hours  custom
triage and administrative  outsourcing  service for physicians.  DoctorsLine(TM)
service provides  physicians with a cost effective solution to address telephone
coverage and general  administrative needs. This service is uniquely designed to
be highly flexible so that physicians can switch their telephone coverage during
times of vacations, staff meetings as well as for standard after-hours coverage.

         Nurses  staffing the  DoctorsLine(TM)  service  resolve over 80% of all
after-hours  triage calls by using Barton Schmitt  pediatric  triage  protocols,
American  Institute of  Preventative  Medicine  adult triage  protocols  and, if
applicable,  the treating  physicians  protocols,  thus  reducing  significantly
unnecessary  emergency room visits and costs.  DoctorsLine(TM)  service features
many of the features included in the NurseLine(TM) service, including:

     o    Ability for each physician to customize patient orders according to
          the physician's practice management specifications.

     o    Call-in of drug prescriptions by nurses in non-emergency situations.

     o    Seamless coverage if office staff is unable to answer telephones for
          any reason, including after-hours, holidays, vacations, office
          closings and family functions.

     o    Patient encounter and caller detail reports sent daily to each client
          to ensure coordination of information and care.

     o    Custom reporting options including quality assurance, costs savings,
          benefits and management reports.

         Health-e-Community(TM).    Health-e-Community(TM)    services   provide
healthcare  organizations with enrollment,  marketing and fulfillment  services.
Health-e-Community(TM) services are designed to help clients who are instituting
or have already started  disease  management  programs for their  populations by
augmenting  and enhancing the  resources  allocated by our clients.  We have had
particular success in specialized patient enrollments, including those requiring
multi-lingual capabilities.

         Health-e-Community(TM)   services  support   increased   communications
between  members  and care  providers  and  facilitate  real-time  communication
between our Care  Communications  Center staff and our clients'  administrative,
clinical  and care  management  teams.  We  gather,  process  and  deliver  data
real-time to help our clients monitor and measure outcomes.  Our timely response
ensures   greater  success  for  our  clients'   health   management   programs.
Health-e-Community(TM) service includes:

o  Disease management program enrollment.
o  Specialized patient enrollment, education and communication.
o  Health risk assessments and surveys.
o  Targeted health screenings.
o  Health information and literature fulfillment services.
o  Class registration.
o  Customer contact management.
o  Physician referrals for consumers.
o  Community services referral.
o  Patient test result line with personal identification number secure access.
o  Emergency room pre-certification.
o  Membership management.
o  Physician, hospital and clinic database management.


                                       6
<PAGE>


o  Quality assurance reports.
o  Service measurement, demographic and outcome reporting.
o  Admission and revenue justification.
o  Complaint and suggestion tracking.

         eImmune(R).  The  eImmune(R)  application is a  comprehensive  clinical
software  product for  processing,  recording  and  tracking  immunizations  and
related adverse events. The eImmune(R)  application is designed for use by state
registries, physician networks, managed care plans, school nurses and individual
physicians.  The program  enables  caregivers  to follow  standards  of care and
adhere to documentation requirements, including capturing ICD-9 codes, CPT codes
and lab information.

         The eImmune (R)  application  was developed in conjunction  with Walter
Reed Army Medical  Center,  Allergy and  Immunology  Department,  in Washington,
D.C., to maintain all military  immunizations  at that site.  First installed at
Walter Reed in January 1998, the eImmune(R)  application now manages records for
2.5 million individuals.  An upgraded, secure, web-enabled version of eImmune(R)
software  released in August 2000 now  operates at a number of sites,  including
the  Pentagon  and  the  Office  of  Attending  Physician,  U.S.  Congress.  The
eImmune(R) application:

     o    Tracks administration of vaccines.

     o    Retrieves and records vital patient information, including medical and
          medication history and allergies.

     o    Produces standard and ad-hoc encounter reports, labels for yellow-shot
          records and adverse event reports in a Vaccine Adverse Event Reporting
          System format.

     o    Provides information on dosing schedules for vaccines and skin test
          materials and manufacturer specific contraindications and warnings.

     o    Generates vaccination schedules and reminder notices, which include
          specific product information.

     o    Follows customary information flow required during the patient
          encounter using touch screen and point and click data entry.

     o    Utilizes intuitive user interfaces for easy navigation facilitating
          point of care data entry.

     o    Coordinates with I-trax's consumer Internet portal, which provides
          users with access to their official immunization records.

     o    Supports integration with existing software.

     o    Maintains a confidential and secure platform.

         The eImmune(R) application's system-wide benefits include:

     o    A secure, web-enabled clinical immunization documentation and tracking
          system which can be used in routine immunizations as well as
          large-scale immunization efforts, including as part of a bioterrorism
          preparedness plan.

     o    Automated data collection, tracking and analysis of outcomes and
          critical health data enabling quicker response to public health
          threats such as emerging infectious diseases or bioterrorism.



                                       7
<PAGE>


     o    A comprehensive framework integrating health data with immunization
          information to facilitate timely and accurate reporting of information
          to the Centers of Disease Control and state and local health
          departments to comply with government requirements.

     o    Architecture that supports integration with existing immunization
          registry systems to provide states with an enhanced comprehensive
          solution to meet the requirements established by United States
          Department of Health and Human Services.

     o    Improved operational efficiency and reduction of paperwork thereby
          allowing health providers more time to deliver care.

         Medicive(R)   Medical  Enterprise  Data  System.  All  I-trax  software
applications and health management solutions are built on a common platform--The
Medicive(R)  Medical  Enterprise  Data  System.  The  Medicive(R)  system  is  a
proprietary database developed to collect,  store,  retrieve and analyze a broad
range  of  information  used  in the  healthcare  industry.  It is  through  the
Medicive(R)  system that I-trax  solutions are able to be completely  integrated
and enable true coordination of care,  thereby  delivering the right information
to  the  right  person  at the  right  time.  The  Medicive(R)  platform  is the
foundation of our Care Coordination Platform.

         A key feature of the Medicive(R) platform is the architecture's ability
to accept new and critical data, which is important for an industry experiencing
rapid advances in clinical care, laboratory research,  facilities  improvements,
diagnostic  modalities,  as  well  as  changes  in  treatment  protocols.  Using
point-of-care  user interfaces,  Medicive(R)  collects data such as demographics
and staff and physician  assessments,  and allows the user to view a record over
time, call it up in graphical  display,  to generate reports,  and to make quick
comparisons  in  easy-to-read   formats.  We  believe  that  our  technology  is
"user-friendly" and personalized  because we developed it in concert with a team
of health care providers,  technology experts and third-party users. The ability
to monitor  patient  care data  longitudinally  not only gives the  provider  an
unprecedented  view of the progress of treatments and factors that contribute to
a  particular  disease,  but  also  provides  a  comprehensive  picture  of  the
management of the disease and treatment  outcomes  promoting  successful  health
care  delivery.   As  a  result,  our  technology   promotes  user  interaction,
facilitates  decision-making and supports health care management, thus expanding
our offering into an enterprise-wide system covering all aspects of a customer's
business process.

         The  flexibility  of  Medicive(R)   Medical  Enterprise  Data  System's
construction  is due  primarily  to the effort  that went into its  architecture
design.  Medicive(R) system has been structured to capture information about the
general healthcare process or activity and then to narrow the healthcare process
or activity to the most specific level. Thus, the architecture  permits new data
to be added to the database because, in most instances,  new data are extensions
of existing data. We believe that Medicive(R)  Medical  Enterprise Data System's
flexibility  gives us an advantage over  competitors  that may need to spend far
more time to modify their systems to  accommodate  new  healthcare  processes or
activities.   The  Medicive(R)  Medical  Enterprise  Data  System  contains  and
organizes  several  industry  standard  medical data  elements and is capable of
producing ICD9 diagnosis  codes, CPT procedure  codes,  SNOMED,  or Medcin coded
medical  data.  These  codes are  commonly  used in the  medical  profession  to
identify specific disease states.

         Medicive(R)'s  schema  is  completely  platform  independent.  Deployed
systems  have  utilized  Microsoft  SQL Server 7.0.  However,  I-trax can create
execution  files to put the Medicive(R)  platform on any SQL platform  available
today, including, Oracle(R) 8i, Sybase(R) Adaptive Server, or IBM(R) DB2.

         Health-e-Coordinator(TM).   Health-e-Coordinator(TM)  software  enables
true coordination of care by connecting all healthcare professionals involved in
the  treatment  and  monitoring  of patients.  It is a  sophisticated  web-based
application  designed to support disease  management,  patient care  management,
education  and referral  according  to current  published  clinical  guidelines.
Health-e-Coordinator(TM)  software serves as an over-arching application to view
and manage all information  that resides in our Medicive(R)  Medical  Enterprise
Data System,  regardless of which other I-trax software applications are used to
collect the information.

         Health-e-Coordinator(TM)  is ideally suited for disease  management and
care management by clinicians in a communications  center venue or an outpatient
setting.  It is designed  to manage  large  volume of members or patients  while
ensuring   consistency   and  quality   among   caregivers.   Key   features  of
Health-e-Coordinator(TM) software include:


                                       8
<PAGE>


     o    Schedule and Task List. This feature not only organizes patient care,
          but also assists healthcare providers to manage workflow. Providers
          can quickly access member activities from various activity lists. Each
          clinician can view a list of the members they need to contact and
          quickly view each member's health summary or complete health record to
          help focus their activities.

     o    Member Record. This feature enables documentation of members past
          medical history, medications and vaccinations. Member Record also
          permits documentation and generation of surveys, assessments and care
          plans.

     o    Messaging. This feature provides for the secure transfer of
          information from patients to providers. The messaging feature
          encourages the patient to participate in the management of their care.

     o    Reports. Reports are available to support the management and oversight
          of work processes and outcomes for all healthcare providers involved
          in the care process. The application provides a number of standard
          management reports and enables the end-user to generate custom reports
          to meet their specific requirements. All reports are immediately
          available to authorized users via the Internet.

     o    Resource Library. This feature provides users easy accessible disease
          specific information to enhance the care process should members have
          specific educational needs. The information can be mailed or e-mailed
          to members, therefore enhancing the interaction between the clinician
          and the member.

         MyFamilyMD(TM).  The  MyFamilyMD(TM)  web-based platform is designed to
allow patients to chronicle their daily health routines,  including medications,
allergies,  exercise and achievement of health goals.  By providing  easy-to-use
graphs and reports, the MyFamilyMD(TM) platform empowers patients to monitor and
control their health by reviewing trends in their healthcare regimen.

         The  cornerstone  of the  MyFamilyMD(TM)  platform  is its  ability  to
provide the tools for consumers to collaborate  with their  healthcare  provider
about their daily management.  The MyFamilyMD(TM)  platform provides  capability
for prescription  refill requests,  appointment  requests,  health  assessments,
interactive tools for weight and blood sugar management, lab tracking and health
history forms for pre- and post-encounter  information exchange.  The platform's
messaging  system  is built  to  facilitate  user  compliance  with  the  Health
Insurance  Portability and  Accountability  Act of 1996 and related  regulations
("HIPAA")  standards  to ensure  the  utmost  security  and  confidentiality  of
personal and medical information.

         The  MyFamilyMD(TM)  platform  uses what we believe to be  leading-edge
personalization to deliver relevant news,  articles and messaging from qualified
medical  sources based on the user's medical history and health  concerns,  thus
providing  timely  information  without  burdening users with the tedious manual
Internet searches. The MyFamilyMD(TM) platform features:

     o    A personal health record to store and maintain health interests,
          medical concerns, medications, diet and exercise habits and
          immunizations, among other information.

     o    Secure messaging of non-urgent, routine requests, such as
          appointments, refill requests, immunizations and screening tests.

     o    Interactive MedWizard(R) applications that help to monitor blood
          glucose, insulin dosing, blood pressure, weight, height, pulse, peak
          flow, lab values and other variables. Members can custom-design
          journals or daily diaries to track a series of symptoms and health
          care concerns.

     o    Risk assessments that evaluate the risk for diabetes and asthma, and
          recommend appropriate safety habits and information about when to seek
          appropriate medical care.


                                       9
<PAGE>


     o    Daily, personalized content from qualified medical sources about
          health maintenance and conditions such as diabetes, asthma and other
          medical concerns of patient health interest.

     o    Automated recall alerts for medications, vaccines and consumer
          products.

         CarePrime(R).  CarePrime(R)  is  a  web-based  communication  tool  for
physicians and their staff that permits secure messaging between the physicians,
their staff and  patients,  and  facilitates  online  appointment  requests  and
referrals.   The  CarePrime(R)  and   MyFamilyMD(TM)   applications   promote  a
partnership  between  patients  and  physicians  by  allowing  providers,   with
permission,  to  access  their  patients'  personal  health  record  kept in the
MyFamilyMD(TM) application.

         Replacing or  supplementing  patients'  paper files,  the  CarePrime(R)
application  provides  healthcare  providers  a web based tool for  reviewing  a
snapshot  of  client's  health  information,  immunization  compliance,  medical
history,   demographics,   allergies  and  applicable   evidence-based  clinical
guidelines.  The CarePrime(R)  application  brings important  information to the
provider's fingertips. The CarePrime(R) application features include:

     o    Secure messaging for non-urgent requests such as prompting diabetic
          patients to schedule eye examinations and providing parents with
          immunization reminders for their children.

     o    Group messaging, with message tracking, to all patients or a
          predefined group of patients on topics such as air quality alerts, or
          scheduling school physical examinations.

     o    Custom and automated, based on established rules, patient
          notifications such as exam reminders.

     o    Communication with patients when they update their Personal Health
          Record MyFamilyMD(TM), and forward the information to their providers
          via a secure Internet portal, to be received through CarePrime(R)
          application.

     o    Easy differentiation between customer or patient and provider or
          professional entered data.

     o    Completion and submission of health forms and immunization records
          electronically via the MyFamilyMD(TM) application to the CarePrime(R)
          application, which are then physician-verified and become the core of
          an electronic medical record.

     o    Quick provider access to reports on vaccine recalls, dosing schedules
          for vaccines, and patient adverse reactions.

     o    Patient compliance monitoring by providers in an easy-to-use format.

         Care Management

         We  believe  that we offer the  industry's  most  comprehensive  health
management and disease  management  solution.  We assist clients in managing the
healthcare  of their  populations  by  outsourcing  clinical and  administrative
services as part of a strategic partnership. Through long-term partnerships with
our  clients,  we align our assets  and core  competencies  to develop  targeted
solutions to meet the needs of the  populations  our clients serve.  Our disease
management solutions currently address congestive heart failure (CHF),  coronary
artery disease (CAD), asthma,  diabetes, lower back pain and chronic obstructive
pulmonary  disease  (COPD).  We  also  develop  programs  using  evidenced-based
guidelines based on our clients' requests.

         Health-e-Life(TM)   Program.  Our  Health-e-Life(TM)  Program  provides
interactive  tools for  healthcare  providers and their well patients  which are
intended  to  reduce  the  possibility  of  acute  or  chronic  conditions.  The
components     of    the    program    are    delivered     through     I-trax's
Health-e-Coordinator(TM)  care coordination  tool, our web portals  CarePrime(R)
and MyFamilyMD(TM)  and our communications  center staffed by skilled nurses and
other  health  professionals  24 hours per day,  7 days per week.  Features  and
benefits of I-trax's Health-e-Life(TM) Program include:



                                       10
<PAGE>


     o    Proven success demonstrated with clinical and financial outcomes.

     o    Protocols designed and reviewed by physicians and experts in disease
          management.

     o    Integration of industry-leading technology, proven clinical protocols,
          and clients' business practices to drive custom results.

     o    Utilization of care processes with focus on self-care, advocacy, and
          education and change management tailored to each enrolled member.

     o    Utilization of clinical expertise and technology to integrate
          individual member needs including co-morbidities and cultural factors
          without increasing program costs.

     o    Stratification of populations using clinically validated statistical
          analysis.

     o    Life assessment and coaching regarding stress, self-advocacy,
          lifestyle changes and self-assessment.

     o    Educations about risk prevention, healthy lifestyles, diet and
          exercise, and other self care activities.

     o    Risk assessments for leading causes of morbidity and mortality.

     o    MyFamilyMD(TM) interactive health platform for members with web
          access, including health record management and messaging.

     o    Personalized daily content about health concerns and conditions.

     o    Status reporting to physicians about changes in members' health.

     o    Home monitoring and home visits as needed.

     o    Flexible program implementation, including complete outsourcing to
          I-trax, or licensing of I-trax's technology with in-house management,
          with expert consulting available.

Customer Service

         We obtain new business,  in part,  based upon  referrals from satisfied
customers,  such as Walter Reed Army Medical Center and Los Angeles  County.  We
have received  referrals  from Walter Reed Medical  Center in two primary forms.
First, the immunology department at Walter Reed has referred its own departments
to us for possible product  purchase.  Second,  Walter Reed has provided some of
our prospective customers with positive information relating to our products and
our commitment to customer service. In addition,  customers, such as Walter Reed
Army  Medical  Center,  have  returned to purchase  some of our new products and
upgrades on our existing  products.  We attribute this success,  in part, on our
high  level of  customer  service.  We intend  to  continue  this high  level of
customer  service,  as we believe  it is a key  factor  for its  success in this
market. Management has recently implemented a staffing plan in advance of growth
to assure that premier standards in customer service are met.

Competition

         Numerous  companies are operating in the disease  management segment of
the larger healthcare  industry.  Many of these companies are larger than we are
and have greater resources,  including access to capital.  We believe,  however,
that our total  population  health  management  solutions  are  unique.  We also
believe  that  our  software  applications  and our  broad  based  expertise  in
designing and deploying scalable,  military grade software applications


                                       11
<PAGE>


allow us to compete effectively against these larger competitors. We consider
the following types of companies to compete with us in providing a similar
product:

     o    Disease management and care enhancement companies, such as American
          Healthways, Lifemasters, Matria, Allere and McKesson.

     o    Established providers of existing, healthcare information technology.
          These firms have competencies in hospital information systems but also
          offer general electronic medical records, practice management systems,
          clinical data repositories, hospital information systems, accounting
          systems. E.g. Cerner Corporation, Siemens, McKesson, GE Medical
          Systems, Philips, IDX, Epic and Landacorp.

     o    Health-related, online services or web sites targeted at consumers,
          such as careenhance.com, drweil.com, healthcentral.com,
          healthgate.com, intelihealth.com, mayoclinic.com, thriveonline.com,
          webmd.com and wellmed.

     o    Hospitals, HMOs, pharmaceutical companies, managed care organizations,
          insurance companies, other healthcare providers and payors that offer
          disease management solutions.

         One or more of these  companies could choose to expand their markets so
as to compete more directly with us. Most of them are better capitalized than we
are,  and  therefore  such an entry into our niche would add to the  competitive
pressures  of our  business.  Nonetheless,  we  believe  we  enjoy  two  primary
competitive  advantages.  First, we have a standing strategic  relationship with
one early adopter of our technology,  Walter Reed Army Medical Center, which has
used our custom  applications  since 1995.  Second,  we have a time advantage in
software and database development over any new direct competitor.

Intellectual Property

         Our proprietary  software  applications  are protected by United States
copyright  laws.  We have  registered  the use of certain of our trade names and
service  names in the  United  States.  We also  have the  rights to a number of
Internet domain names,  including I-trax.com and .net,  MyFamilyMD.com and .net,
eImmune.com  and .net,  CarePrime.com  and .net and  healthecoordinator.com.  In
addition, we continue to explore potential availability of patent protection for
our business processes and innovations.

Research and Development

         We conduct  research  and  development  on three levels on a continuing
basis.  First,  we  continually  study  the  business  process  in  the  medical
community.  A pivotal part of the success of our services is  understanding  the
exact needs of our  customers,  and applying that  knowledge to the graphic user
interface,  thus  allowing  our systems to  integrate  into the user's  workflow
without  disruption.  I-trax was founded on this  principle.  We are  constantly
studying the changing work  environment and clinical  landscape of our customers
and the industry as a whole.  New disease modules,  such as a  diabetes-tracking
module,  are under development and  modifications  and additional  functionality
will continue to be added to currently available services.

         Second,  as a by-product of the business  process study,  the invention
and  development  of unique  problem  solving  tools  embedded  in our  software
applications  make possible the process of entering and retrieving  vast amounts
of information in short periods of time.  Constant  development,  re-engineering
and  implementation  of these tools is a priority of the design and  engineering
staff and will continue to be our focus,  allowing us to maintain a leading role
in information systems development.

         Third,   further   technology   platform   research,   development  and
engineering  are  conducted  on a continual  basis.  New  technologies,  such as
Internet  applications and the commercial software that support it, lack certain
capabilities  and  functionalities  required to allow the medical and healthcare
industry  to  migrate  to a total  eHealth  strategy.  We  believe we are in the
process  of  creating  software  components  to  solve  these  problems  and are
constantly educating ourselves on available and emerging  technologies that will
help support and enhance our services.


                                       12
<PAGE>


         We have spent  approximately  $1.3 million on research and  development
activities  over  the  past  two  fiscal  years,   the  majority  of  which  was
attributable to the completion of  MedWizards(R)  health  assessment  tools, and
Health-e-Coordinator(TM) and CarePrime(R) applications. We expect to continue to
spend funds on adding functionality to the MyFamilyMD(TM)  application by adding
MedWizard(R)  tools, on  CarePrime(R),  which interacts with the  MyFamilyMD(TM)
application  and  its  MedWizards(R)  tools,  and  on   Health-e-Coordinator(TM)
software by adding additional disease capabilities.

Employees

         We believe our success  depends to a significant  extent on its ability
to attract, motivate and retain highly skilled,  vision-oriented  management and
employees.  To this end, we focus on incentive  programs for our  employees  and
endeavor to create a corporate  culture that is challenging,  rewarding and fun.
As of March 24, 2003, we had 56 full-time and 20 part-time employees.

Risk Factors

         In addition to other  information in this report,  you should carefully
consider the following risks and the other  information in evaluating I-trax and
its business. Our business,  financial condition and results of operations could
be  materially  and adversely  affected by each of these risks.  Such an adverse
effect  could cause the market  price of our Common  Stock to  decline,  and you
could lose all or part of your investment.

      We Have a History of Operating Losses and Anticipate Continued Operating
Losses Through the Third Quarter of 2003

         We have used substantial cash to fund our operating losses, and we have
never earned a profit.  Through  December 31, 2002,  we have used  approximately
$12.8 million of cash to fund our operating  activities.  Moreover, we expect to
use  additional  cash to fund our operating  losses through the third quarter of
2003. Our ability to achieve profitability will depend, in part, on:

     o    the commercial success of our service and software applications;

     o    successful deployment and retention of our services and software
          applications by our customers; and

     o    our sales and marketing activities.

         The success of our business model depends on attracting customers, such
as public health agencies,  hospitals, health plans, self-insured employers, and
colleges  and  universities,  to our  population  health  management  solutions.
Although  we believe  that this  business  model will be  successful,  we cannot
assure you that we will achieve or sustain  profitability  or that our operating
losses will not increase in the future.

         We Will Require Additional Capital To Improve Our Products and Services

         At present, we have projected sufficient funding to cover our operating
expenses and therefore to mitigate  questions about our ability to continue as a
going  concern.  Additional  funds,  however,  will be required to complete  our
planned  product  development  efforts  and to expand  our  sales and  marketing
activities.  We will have to obtain such funds through equity or debt financing,
strategic  alliances  with  corporate  partners  and  others,  or through  other
sources.  We do not have any committed sources of additional  financing,  and we
cannot  provide  assurance  that  additional  funding,  if  necessary,  will  be
available on acceptable  terms,  if at all. If adequate funds are not available,
we may have to delay,  scale-back or eliminate certain aspects of our operations
or attempt to obtain funds through  arrangements with collaborative  partners or
others. And this will cause us to loose what we believe is a current competitive
advantage  in  the   technology-enabled   population  health  management  field.
Therefore,  if we are unable to obtain adequate funds,  our business,  financial
condition and results of operations may be adversely affected.


                                       13
<PAGE>



      The Segment of the Healthcare Industry in Which We Operate Is Relatively
New and Our Sales Cycle Is Long and Complex

         The disease and population health management business, although growing
rapidly,  is a relatively new segment of the overall healthcare industry and has
many entrants.  Many companies use the generic label of "disease  management" to
characterize  activities  ranging from the sale of medical supplies and drugs to
services aimed at managing demand for healthcare services.  Because this segment
of the industry is  relatively  new,  potential  purchasers  take a long time to
evaluate and purchase such services,  lengthening our sales cycle.  Further, the
sales and implementation  process for our services and software  applications is
lengthy,  involves a significant technical evaluation and requires our customers
to commit a great deal of time and money.  Finally,  the sale and implementation
of our solutions are subject to delays due to our  customers'  internal  budgets
and  procedures  for  approving  large  capital  expenditures  and deploying new
services and software  applications within their organizations.  The sales cycle
for our solutions,  therefore,  is unpredictable and has generally ranged from 3
to 24 months  from  initial  contact to contract  signing.  The time it takes to
implement our  solutions is also  difficult to predict and has lasted as long as
18 months from contract execution to the commencement of live operation.  During
the sales cycle and the  implementation  period, we may expend substantial time,
effort and money  preparing  contract  proposals,  negotiating  the contract and
implementing the solution without receiving any related revenue.

      Our Limited Operating Experience May Cause Us to Misjudge the Segment of
the Healthcare Industry in Which We Are Operating

         We have  only  recently  begun  to  design,  build  and  offer  disease
management  and  comprehensive  health  management  solutions.   Our  enterprise
software  applications  have been  operational  for less than  four  years,  our
web-based  solutions  have  been  operational  for less  than two  years and our
disease  management  and  comprehensive  health  management  solutions have been
operational for only one year. Accordingly,  we have a limited operating history
in our  business.  Furthermore,  we are also facing other risks and  challenges,
including  a lack of  meaningful  historical  financial  data upon which to plan
future  budgets,   increasing   competition,   the  need  to  develop  strategic
relationships, and other risks described below. We cannot guarantee that we will
be able  successfully to implement our business model. An investor in our common
stock  must  consider  the  risks,  uncertainties,   expenses  and  difficulties
frequently  encountered by companies in their early stages of development.  As a
result of the absence of meaningful  history and experience in our business,  we
may easily misjudge the nature or size of our perceived  markets,  or the amount
of work or capital  necessary to complete  our pending  products or to implement
our business plan.

      We May Be Unable to Implement Our Business Strategy to Deploy Our Products
Effectively and Attract Customers

         Although we believe that there is  significant  demand for our services
and products in the overall healthcare market, there are many reasons why we may
be unable to execute our business strategy, including our possible inability to:

     o    deploy our services and software applications on a large scale;

     o    attract a sufficiently large number of public health agencies,
          hospitals, health plans, self-insured employers and colleges and
          universities to subscribe for our services and software applications;

     o    increase awareness of our brand;

     o    strengthen user loyalty;

     o    develop and improve our services and software applications;

     o    continue to develop and upgrade our services and software
          applications; and

     o    attract, retain and motivate qualified personnel.



                                       14
<PAGE>


         The Healthcare Industry Is Subject to Cost Pressures

         The healthcare industry is currently under pressure by governmental and
private-sector  revenue  sources to cut spiraling  costs.  These  pressures will
continue  and  possibly  intensify.  Although we believe  that our  services and
software applications assist public health agencies, hospitals, health plans and
self-insured  employers to control the high costs  associated with the treatment
of chronic  diseases,  the pressures to reduce costs  immediately may hinder our
ability (or the length of time we require) to obtain new contracts. In addition,
the focus on cost reduction may pressure our customers to restructure  contracts
and reduce our fees.

         Government Regulation Could Adversely Affect Our Business

         Many of our existing and potential  clients are subject to considerable
state and federal government regulations.  Many of these regulations are vaguely
written and subject to  differing  interpretations  that may, in certain  cases,
result in  unintended  consequences  that may affect our ability to  effectively
deliver our services.  Regulatory and legislative efforts currently focus on the
confidentiality of patient  identifiable  medical  information,  as evidenced by
such legislation as the Health Insurance  Portability and  Accountability Act of
1996 (or  "HIPAA").  While  we  believe  that  our  ability  to  obtain  patient
identifiable medical information for disease management purposes from certain of
our clients is  protected in recently  released  federal  regulations  governing
medical record  confidentiality,  state  legislation or regulations will preempt
federal legislation if it is more restrictive. Accordingly, new federal or state
legislation or regulations  restricting the  availability of this information to
us or leaving  uncertain  whether  disease  management  is an  allowable  use of
patient  identifiable  medical information would have a material negative effect
on us.

         Although  we are  not  directly  subject  to  many  of the  regulations
governing  healthcare  delivery,  our clients,  such as public health  agencies,
hospitals,   health  plans,  and  self-insured   employers,   must  comply  with
regulations  including the licensing and reimbursement  requirements of federal,
state  and local  agencies.  Further,  certain  of our  professional  healthcare
employees,  such as doctors and  nurses,  are  subject to  individual  licensing
requirements.  All of our healthcare  professionals who are subject to licensing
requirements  are  licensed in the state in which they are  physically  present.
Multiple state licensing  requirements for healthcare  professionals who provide
services  telephonically  over state lines may require us to license some of our
healthcare  professionals  in more than one state.  We  continually  monitor the
developments in telemedicine.  There is no assurance, however, that new judicial
decisions or federal or state  legislation or regulations would not increase the
requirement for multi-state  licensing of all central operating unit call center
health  professionals,  which would  significantly  increase our  administrative
costs.

         We are  indirectly  affected  by changes in the laws  governing  health
plan,  hospital  and  public  health  agency  reimbursement  under  governmental
programs  such as Medicare  and  Medicaid.  There are periodic  legislative  and
regulatory  initiatives  to reduce the  funding  of the  Medicare  and  Medicaid
programs in an effort to curtail or reduce overall federal healthcare  spending.
Federal  legislation has and may continue to  significantly  reduce Medicare and
Medicaid  reimbursements  to most  hospitals.  These  reimbursement  changes are
negatively affecting hospital revenues and operations. There can be no assurance
that such legislative  initiatives or government regulations would not adversely
affect our operations or reduce demand for our services.

         Various  federal  and  state  laws  regulate  the  relationship   among
providers of healthcare  services,  other healthcare  businesses and physicians.
The "fraud and abuse"  provisions  of the Social  Security Act provide civil and
criminal  penalties  and  potential  exclusion  from the  Medicare  and Medicaid
programs  for  persons  or  businesses  who  offer,   pay,  solicit  or  receive
remuneration  in order to  induce  referrals  of  patients  covered  by  federal
healthcare  programs  (which  include  Medicare,  Medicaid,  TriCare  and  other
federally  funded  health  programs).  Although  we  believe  that our  business
arrangements with our clients are in compliance with these statutes, these fraud
and  abuse  provisions  are  broadly  written  and  the  full  extent  of  their
application is not yet known. We are therefore unable to predict the effect,  if
any, of broad enforcement interpretation of these fraud and abuse provisions.



                                       15
<PAGE>


      Our Dependence on the Internet and Internet-Related Technologies Subjects
Us to Frequent Change and Risks

         Our  web-based  software  applications  that form the  backbone  of our
disease management and comprehensive  health management  solutions depend on the
continuous,  reliable  and secure  operation  of  Internet  servers  and related
hardware and software.  In the past,  several large Internet commerce  companies
have suffered highly  publicized  system  failures,  which depressed their stock
prices,  caused significant  negative publicity and sometimes led to litigation.
It is possible that we may also suffer service outages from time to time. To the
extent that our service is interrupted, our users will be inconvenienced and our
reputation may be diminished.  If access to our system becomes  unavailable at a
critical time,  users could allege we are liable,  which could depress our stock
price,  cause  significant  negative  publicity and possibly lead to litigation.
Although our computer and  communications  hardware is protected by physical and
software  safeguards,  it is still vulnerable to fire, storm, flood, power loss,
telecommunications  failures, physical or software break-ins and similar events.
We will not have 100% redundancy for all of our computer and  telecommunications
facilities. A catastrophic event could have a significant negative effect on our
business, results of operations, and financial condition.

         We also depend on third parties to provide  certain of our clients with
Internet and online services necessary for access to our servers. It is possible
that our clients will  experience  difficulties  with  Internet and other online
services due to system failures,  including  failures  unrelated to our systems.
Any sustained disruption in Internet access provided by third parties could have
a material  adverse effect on our business,  results of operations and financial
condition.

         Finally, we retain confidential  healthcare information on our servers.
It is, therefore,  critical that our facilities and infrastructure remain secure
and are  perceived  by clients to be secure.  Although we operate  our  software
applications  from a secure  facility  managed by a reputable  third party,  our
infrastructure  may be  vulnerable  to  physical  break-ins,  computer  viruses,
programming  errors or similar disruptive  problems.  A material security breach
could damage our reputation or result in liability to us.

      We May Be Sued by Our Users if We Provide Inaccurate Health Information on
Our Web Site or Inadvertently Disclose Confidential Health Information to
Unauthorized Users

         Because users of our web site will access  health  content and services
relating to a medical  condition  they may have or may distribute our content to
others,  third  parties  may sue us for  defamation,  negligence,  copyright  or
trademark  infringement,  personal injury or other matters. We could also become
liable if confidential information is disclosed inappropriately.  These types of
claims have been brought, sometimes successfully, against online services in the
past.  Others  could  also sue us for the  content  and  services  that  will be
accessible from our web site through links to other web sites or through content
and materials that may be posted by our users in chat rooms or bulletin  boards.
Any such liability will have a material adverse effect on our reputation and our
business, results of operations or financial position.

      Our Business Will Be Adversely Affected If We Lose a Key Employee or Fail
to Recruit and Retain Other Skilled Employees

      Our Chairman and Chief Executive Officer, Frank A. Martin, is an integral
part of our business and our future success greatly depends upon his retention.
Our failure to retain Mr. Martin could significantly reduce our ability to
compete and succeed in the future.

         Our future  success also depends on our ability to attract,  retain and
motivate highly skilled employees.  As we secure new contracts and implement our
services  and  products,  we  will  need  to hire  additional  personnel  in all
operational areas. We may be unable to attract, assimilate or retain such highly
qualified  personnel.  We  have  in  the  past  experienced,  and we  expect  to
experience  in the future,  difficulty in hiring and  retaining  highly  skilled
employees with  appropriate  qualifications.  If we do not succeed in attracting
new personnel or retaining and  motivating our current  personnel,  our business
will be adversely affected.



                                       16
<PAGE>


      We May Be Unable to Compete Successfully Against Companies Offering
Similar Products

         Many healthcare  companies are offering disease management services and
healthcare focused software solutions.  Further, a vast number of Internet sites
offer  healthcare  content,  products and  services.  In  addition,  traditional
healthcare  providers compete for consumers'  attention both through traditional
means as well as through  new  Internet  initiatives.  Although  we believe  our
technology-enabled   service   solutions   are  unique   and  better   than  our
competitors', we compete for customers with numerous other businesses.

         Many of these  potential  competitors  are likely to enjoy  substantial
competitive advantages compared to us, including:

     o    greater name recognition and larger marketing budgets and resources;

     o    larger customer and user bases;

     o    larger production and technical staffs;

     o    substantially greater financial, technical and other resources; and

     o    a wider array of online products and services.

      To be competitive, we must continue to enhance our products and services,
as well as our sales and marketing channels and our financial condition.

         We May Be Exposed to Liability Claims

         We maintain professional malpractice,  errors and omissions and general
liability insurance for all of our locations and operations. Although we believe
that these  insurance  policies  are  adequate  in amount and  coverage  for our
current  operations,  there can be no assurance  that  coverage is sufficient to
cover all future claims or will continue to be available in adequate  amounts or
at a reasonable cost.

         I-trax Health Management Solutions, Inc., our operating subsidiary, had
engaged in the physician practice  management  business.  While we are no longer
engaged  in  that  business,   Health  Management  may  be  subject  to  unknown
liabilities  arising  from  such  prior  business  operations,  which may have a
material adverse effect on our business,  operations,  financial  condition,  or
prospects.

         Member-Link  Systems,  Inc.,  a company we acquired in 1999 by way of a
merger with Health Management, was engaged in the business of marketing, selling
and installing eImmune(R) and AsthmaWatch(R)  applications.  Since beginning its
operations in 1996 until March 15, 2000,  Member-Link and Health  Management did
so without obtaining product or professional  liability insurance.  Accordingly,
if any customer of Member-Link or Health  Management  should in the future claim
that the software  applications  Member-Link and Health Management sold prior to
obtaining  insurance  on March 15,  2000 were  defective,  we would not have the
protection of insurance in satisfying or defending  against such claims. At this
time we are not aware of any such claims. Any such claims, however, could have a
material  adverse  effect on our  business,  results  of  operations,  financial
condition and prospects.

         Our clients may sue us if any of our software  applications or services
is  defective,  fails to perform  properly or injures  the user.  Even though we
currently have insurance,  claims could require us to spend significant time and
money  in  litigation,  to pay  significant  damages  and to  reserve  for  such
liability on our financial statements. At this time we are not aware of any such
claims.  However,  any such claims,  whether or not successful,  could seriously
damage our  reputation  and our  business,  results of  operations  or financial
position.

      If Our Intellectual Property Rights Are Undermined by Third Parties, Our
Business Will Suffer

         Our  intellectual  property is important to our business.  We rely on a
combination  of  copyright,  trademark  and trade secret  laws,  confidentiality
procedures and contractual  provisions to protect our intellectual property. Our


                                       17
<PAGE>


efforts  to  protect  our  intellectual  property  may  not  be  adequate.   Our
competitors  may  independently  develop  similar  technology  or duplicate  our
products or services.  Unauthorized  parties may infringe upon or misappropriate
our products, services or proprietary information. In addition, the laws of some
foreign countries do not protect  proprietary  rights as well as the laws of the
United  States do, and the global  nature of the Internet  makes it difficult to
control the ultimate  destination  of our products and services.  In the future,
litigation may be necessary to enforce our  intellectual  property  rights or to
determine the validity and scope of the proprietary  rights of others.  Any such
litigation would probably be  time-consuming  and costly. We could be subject to
intellectual property infringement claims as the number of our competitors grows
and the content and functionality of software  applications and services overlap
with  competitive  offerings.  Defending  against  these  claims,  even  if  not
meritorious,  could be expensive  and divert our  attention  from  operating our
company.  If we become liable to third parties for infringing their intellectual
property  rights,  we could be required to pay a  substantial  damage  award and
forced to develop  noninfringing  technology,  obtain a license or cease selling
the  applications  that contain the infringing  technology.  We may be unable to
develop noninfringing  technology or obtain a license on commercially reasonable
terms,  or at all. We also intend to rely on a variety of  technologies  that we
will  license from third  parties,  including  any database and Internet  server
software,  which will be used to operate  our  applications.  These  third-party
licenses may not be available to us on commercially  reasonable  terms. The loss
of or inability to obtain and  maintain  any of these  licenses  could delay the
introduction of enhancements to our software applications, interactive tools and
other features until equivalent  technology could be licensed or developed.  Any
such  delays  could  materially  adversely  affect  our  business,   results  of
operations and financial condition.

      Provisions of Our Certificate of Incorporation Could Impede a Takeover of
Our Company Even Though a Takeover May Benefit Our Stockholders

         Our Board of Directors has the authority, without further action by the
stockholders,  to issue from time to time,  up to 2,000,000  shares of preferred
stock in one or more classes or series, and to fix the rights and preferences of
such  preferred  stock.  We are subject to provisions of Delaware  corporate law
which,  subject to certain  exceptions,  will  prohibit us from  engaging in any
"business   combination"  with  a  person  who,  together  with  affiliates  and
associates,  owns 15% or more of our common stock  (referred to as an interested
stockholder)  for a period of three  years  following  the date that such person
became an interested stockholder, unless the business combination is approved in
a  prescribed  manner.  Additionally,  our bylaws  establish  an advance  notice
procedure for stockholder  proposals and for nominating  candidates for election
as  directors.  These  provisions  of  Delaware  law and of our  certificate  of
incorporation  and  bylaws  may  have  the  effect  of  delaying,  deterring  or
preventing a change in our control,  may discourage bids for our common stock at
a premium over market price and may adversely  affect the market price,  and the
voting and other rights of the holders of our common stock.

      Our Officers and Directors Have Effective Control of the Company and Other
Stockholders May Have Little or No Voice in Corporate Management

         Our  Chairman,  the  venture  capital  firm with which our  Chairman is
affiliated,  three  other  members  of our  management  team  and two  directors
beneficially own, in the aggregate,  approximately 30% of the outstanding shares
of  our  common  stock.  As  a  result,  these  stockholders,  acting  together,
effectively  control the election of directors and matters requiring approval by
our stockholders.  Thus, they may be able to prevent corporate transactions such
as future  mergers that might be favorable from our standpoint or the standpoint
of the other stockholders.

      The Loss of Any of Our Very Limited Number of Customers Will Have a
Material Adverse Effect on Our Business

         Historically,  a very limited  number of customers  has accounted for a
significant  percentage of our revenues.  In 2001, our largest customer,  Walter
Reed Army  Medical  Center,  accounted  for 84% of our  revenues.  In 2002,  our
largest customers, UICI and Aetna Health Management,  Inc. accounted for 42% and
30% of our revenues,  respectively. We anticipate that our results of operations
in any given period will continue to depend to a significant extent upon a small
number of  customers.  Accordingly,  if we were to lose the  business  of even a
single  customer,  our results of operations  would be materially  and adversely
affected.


                                       18
<PAGE>


      Shares Eligible for Future Sale Upon the Conversion of the Debenture and
Upon the Exercise of Issued Options And Warrants may cause significant dilution

         Palladin  Opportunity  Fund, LLC purchased from us a debenture with the
principal amount of $2,000,000. The debenture is convertible into such number of
shares of our common  stock as  determined  by  dividing  the  principal  amount
thereof by the then current  conversion  price.  If converted on March 21, 2003,
the debenture  would  convert into  approximately  661,000  shares of our common
stock.  But this number of shares could prove to be  significantly  greater when
the  conversion  price of the  debentures is "reset" in August 4, 2003, the date
that is 18 months  after the issue  date.  Our  stockholders,  therefore,  could
experience  substantial  dilution of their  investment  upon  conversion  of the
debenture.  The  shares of common  stock  issuable  upon the  conversion  of the
debentures are registered under the Securities Act of 1933, as amended,  and may
be sold by Palladin, subject to certain limitations, at any time.

         As of December 31, 2002,  approximately  3,843,755 shares of our common
stock were reserved for issuance upon exercise of our  outstanding  warrants and
options and an additional 1,061,538 shares of our common stock were reserved for
issuance upon conversion of the debenture and exercise of the warrants issued in
connection with the debenture.

      If We Cannot Repay the Debenture We Sold to Palladin, We Will Be In
Default on a Material Obligation, Which Will Cause Us to Suffer a Material
Adverse Event

         We owe Palladin $2,000,000 under a 6% convertible senior debenture.  If
Palladin  does not convert this sum into our common  stock,  this sum,  together
with interest,  must be repaid on February 3, 2004. If we do not have sufficient
funds to repay  this sum on  debenture's  due date,  we will be in  default on a
material  obligation  and as a  result  our  operations  may be  materially  and
adversely effected.

         The Price of Our Common Stock Is Volatile

         Our stock price has been and we believe  will  continue to be volatile.
The stock's  volatility  may be  influenced by the market's  perceptions  of the
healthcare sector in general, or other companies believed to be similar to us or
by the market's perception of our operations and future prospects. Many of these
perceptions are beyond our control. In addition, our stock is not heavily traded
and  therefore  the  ability to achieve  relatively  quick  liquidity  without a
negative impact on our stock price is limited.

ITEM 2.  DESCRIPTION OF PROPERTIES

         Our  executive,   administrative  and  sales  offices  are  located  in
Philadelphia,  Pennsylvania,  where we lease  approximately 4,659 square feet of
office space  pursuant to a lease expiring in June 2005 at a current base annual
rate of $128,123. The property is in good condition.

         Our  technology  development  offices are located in Reston,  Virginia,
where we lease  approximately  1,381 square feet of office  space  pursuant to a
lease  expiring  in August 2003 at a current  base  annual rate of $42,673.  The
property is in good condition.

         Our Customer  Contact  Center is located in Omaha,  Nebraska,  where we
lease  approximately  6,212  square  feet of office  space  pursuant  to a lease
expiring in May 2007, at a current base annual rate of $55,908.  The property is
in good condition.

         We do not invest in real  estate or interest  in real  estate,  in real
estate  mortgages  or in  securities  or of or  interests  in persons  primarily
engaged in real estate activities.



                                       19
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

Threatened Litigation

         In 1998, a former Chief Executive Officer,  stockholder and creditor of
Health  Management  (the  "Plaintiff")  commenced  an action in New Jersey state
court  against,  among  others,  the present Chief  Executive  Officer of Health
Management.  Health Management is identified in the caption as a defendant.  The
complaint  alleges breach of contract,  breach of fiduciary duty,  breach of the
covenant of good faith and fair  dealing,  securities  fraud,  common law fraud,
negligent  misrepresentation and racketeering activity. See Nazir Memon v. Frank
Martin,  et  al,  CAM-L-04026-98.  The  allegations  in  this  action  reference
circumstances  relating  to  Health  Management's  prior  line  of  business  of
physician practice management.  In 1999, the court entered two orders dismissing
the action "without prejudice" for procedural reasons.  Furthermore, in 1999 the
Plaintiff   filed  for  bankruptcy   protection.   As  part  of  the  bankruptcy
proceedings,  the  Plaintiff,  the present  Chief  Executive  Officer and Health
Management  entered  into a  stipulation  limiting  the period  within which the
Plaintiff can bring a new action alleging  Plaintiff's claims.  Plaintiff sought
to  reactivate  his  prior  state  court  action in  January  2001  (within  the
stipulated  period),  rather than  commence a new action.  The  stipulated  time
period for commencing a new action has expired.

         By Opinion-Letter/Order  dated August 22, 2001, the New Jersey Superior
Court,  Civil  Division,  ruled in favor of I-trax  by  barring  Plaintiff  from
reactivating the civil action by the bankruptcy stipulation. By order date March
10, 2003, the New Jersey Superior Court,  Appellate  Division  likewise ruled in
favor of I-trax by affirmed the lower court decision.  At this time, this matter
has been finally resolved in favor of I-trax because Plaintiff has exhausted all
rights to appeal.

ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters  were  submitted  to a vote of our  stockholders  during the
quarter ended December 31, 2002.


                                       20
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market For Our Common Stock

         Our common stock trades on the American Stock Exchange under the symbol
"DMX."  Prior to January 15,  2003,  our common stock was quoted on OTC Bulletin
Board under the symbol  "IMTX" and "ITRX."  The  following  table sets forth the
high and low closing prices for our common stock for the periods indicated.  All
closing  prices  have been  adjusted  to reflect a 1-for-5  reverse  stock split
effected as of close of business on January 3, 2003.

                                                 High           Low
                                                 ----           ---
2003
   First Quarter (through March 21, 2003)       $ 5.000       $ 1.370

2002
   Fourth Quarter                                 4.300         2.500
   Third Quarter                                  5.100         2.750
   Second Quarter                                 6.625         4.150
   First Quarter                                  7.650         5.100

2001
   Fourth Quarter                               $ 8.350       $ 1.800
   Third Quarter                                  3.850         1.800
   Second Quarter                                 5.155         2.900
   First Quarter                                 15.000         3.440

         We obtained the information presented above from Nasdaq.com.

         As of January 10, 2003,  there were  approximately  843  registered and
"street name" holders of our common stock.  On March 21, 2003, the last reported
sales price of our common stock was $1.80.

Dividend Policy

         We have never paid or declared  any cash  dividends on our common stock
or  other  securities  and  do  not  anticipate  paying  cash  dividends  in the
foreseeable future.



                                       21
<PAGE>


Equity Compensation Plan Information

         The   following   table   represents   information   about  all  equity
compensation  plans under which equity  securities of I-trax are  authorized for
issuance as of December  31,  2002.  All share and  exercise  price  information
presented  below reflects a 1-for-5  reverse stock split effected as of close of
business on January 3, 2003.

<TABLE>
<CAPTION>


                                                                                               Number of shares of
                                                                                             common stock available
                                         Number of shares of                                   for issuance under
                                        common stock issuable        Weighted average          equity compensation
                                         upon the exercise of        exercise price of       plans (excluding shares
                                         outstanding options,      outstanding options,          of common stock
            Plan Category              warrants and rights (a)    warrants and rights (b)   reflected in column (a))
-------------------------------------- ------------------------- -------------------------- --------------------------
<S>                                           <C>                           <C>                       <C>
Equity compensation plans approved             1,271,802                     $ 5.04                    528,198
by security holders (1)
Equity compensation plans not
approved by security holders (2)               2,571,953                     $ 3.55                          0
                                               ---------                    ---------                  ---------

Totals:                                        3,843,755                     $ 4.04                    528,198
--------------------------------------         =========                    =========                  =========

</TABLE>


(1) Includes  I-trax's 2000 and 2001 Equity  Compensation  Plans.  The number of
shares  authorized  for issuance under  I-trax's 2001 Equity  Compensation  Plan
increases  automatically  on the first day of each year  beginning with the year
2002 by 200,000 shares.  Accordingly,  as of January 1, 2003,  1,400,000  shares
were authorized for issuance under the 2001 Plan.

(2) Includes  options to acquire an aggregate of 439,000 shares granted  outside
of I-trax's 2000 and 2001 Equity  Compensation  Plans and warrants to acquire an
aggregate of 2,132,953 shares. Options granted outside of I-trax's 2000 and 2001
Equity Compensation Plans have terms similar to options granted pursuant to such
plans  including,  exercise  prices  established  with  reference  to our common
stock's market price, vesting terms and exercise terms.  Warrants are granted as
necessary to secure financings and have terms of five or seven years. Please see
Notes  19  and  20 to our  financial  statements  appearing  below  for  further
discussion.

Recent Sales of Unregistered Securities

         In October  2001,  we initiated a private  placement of up to 1,200,000
shares of our common stock to accredited  investors at $2.50 per share,  seeking
to raise  approximately  $2,500,000 in cash and to convert into our common stock
approximately  $500,000  accrued by us on account of services  rendered to us by
certain  consultants  and  vendors.  As of December  31,  2001,  we sold 780,200
shares,  yielding proceeds of $1,950,500,  issued 156,995 shares in exchange for
previously rendered services and issued 133,800 shares in exchange for surrender
of debt held by our Chief Executive Officer and Chief Operating Officer.  During
the month of  January  2002,  we sold an  additional  22,000  shares  under this
private  placement,  yielding  additional  proceeds  of  $55,000.  We closed the
private  placement  on  January  31,  2002.  The funds  raised  in this  private
placement,  with  the  exception  of a  portion  of the  proceeds  used to cover
expenses  related to the  offering,  have been used to fund our  operations.  In
issuing  shares  in this  private  placement,  we relied  on an  exemption  from
registration  under  Section  4(2)  of  the  Securities  Act  and  Regulation  D
thereunder.  We filed with the  Securities  and Exchange  Commission a Form D in
connection with the issuance of our shares in this private placement.

         Effective January 4, 2002, four institutional  investors and one I-trax
officer exercised warrants using a "cashless" feature of the warrants,  and upon
this exercise the institutional  investors received 340,316 shares of our common
stock and the employee received 10,580 shares of our common stock.  These shares
were  valued at $7.48 for  purposes  of the  warrants'  "cashless"  feature.  In
undertaking  this offering,  we relied on an exemption from  registration  under
Section 4(2) of the Securities Act.

         We  acquired  WellComm  effective  as of February 6, 2002 in a two-step
merger transaction  pursuant to a Merger Agreement dated as of January 28, 2002,
as amended.  To acquire  WellComm,  we issued a total of 1,488,000 shares of our
common stock to seven WellComm  stockholders.  We recorded an accounting expense
of


                                       22
<PAGE>


$6.55 per share in connection with this issuance. In undertaking this offering,
we relied on an exemption from registration under Section 4(2) of the Securities
Act.

         Effective February 4, 2002, we sold a 6% senior convertible  debenture,
initially  convertible  into 400,000  shares of our common stock at a conversion
price of $5.00 per share. Effective February 4, 2003, the conversion price under
the  debenture was reset to $3.03 and it is therefore  convertible  into 660,939
shares of our common stock. With the 6% senior  convertible  debenture,  we also
sold a warrant to acquire  307,692  shares of our common  stock,  at an exercise
price of $5.50 per  share.  The  purchaser  was an  institutional  investor.  In
undertaking  this offering,  we relied on an exemption from  registration  under
Section 4(2) of the Securities Act.

         As of June 30,  2002,  we sold  505,500  shares of our common  stock at
$3.75 per share pursuant to a private  placement  initiated on February 7, 2002.
All participants  were accredited  investors.  In undertaking this offering,  we
relied on an exemption  from  registration  under Section 4(2) of the Securities
Act and  Regulation  D  thereunder.  We filed a Form D with the  Securities  and
Exchange  Commission in connection with the issuance of our common stock in this
transaction.

         Effective as of March 20, 2002,  we issued  15,000 shares of our common
stock to two companies as  consideration  for investor  relations  services.  We
recorded  an  accounting  expense  of $5.50  per share in  connection  with this
issuance.  The companies are accredited investor.  In undertaking this issuance,
we relied on an exemption from registration under Section 4(2) of the Securities
Act and Regulation D thereunder.

         Effective  as of March 20,  2002,  we issued 6,200 shares of our common
stock  and a  warrant  to  acquire  40,000  shares  of our  common  stock  to an
investment  banker as consideration for services rendered in connection with the
WellComm financing.  For purposes of this issuance,  each issued share of common
stock was valued at $6.55 per share.  The  exercise  price  under the warrant is
$5.00 per share. The investment baker is an accredited investor.  In undertaking
this issuance, we relied on an exemption from registration under Section 4(2) of
the Securities Act and Regulation D thereunder.

         Effective as of March 20, 2002,  we issued  16,000 shares of our common
stock to an employee as consideration  for services  rendered in connection with
the WellComm  acquisition.  For purposes of this issuance, we valued each issued
share of our common stock at $6.55 per share. In undertaking  this issuance,  we
relied on an exemption  from  registration  under Section 4(2) of the Securities
Act.

         Effective as of October 1, 2002,  a former  I-trax  employee  exercised
options  to acquire  2,727  shares of our common  stock by  surrendering  to the
exercise price of $2.75 per share. In undertaking this issuance, we relied on an
exemption  from  registration  under  Section  4(2)  of the  Securities  Act and
Regulation D thereunder.

         Effective  as of October  15,  2002,  one I-trax  officer  exercised  a
warrant to acquire 2,000 shares of our common stock by paying the exercise price
of $.75 per share. In undertaking this offering,  we relied on an exemption from
registration under Section 4(2) of the Securities Act.

         Effective as of October 15, 2002,  we issued 5,128 shares of our common
stock to a consultant in exchange for previously  rendered personnel  recruiting
services.  For  purposes of this  issuance,  we valued each issued  share of our
common stock at $3.25 per share.  The consultant is an accredited  investor.  In
undertaking  this issuance,  we relied on an exemption from  registration  under
Section 4(2) of the Securities Act and Regulation D thereunder.

         Effective as of October 15, 2002, we issued 13,333 shares of our common
stock to a consultant in exchange for  previously  rendered  investor  relations
services.  For  purposes of this  issuance,  we valued each issued  share of our
common stock at $3.25 per share.  The consultant is an accredited  investor.  In
undertaking  this issuance,  we relied on an exemption from  registration  under
Section 4(2) of the Securities Act and Regulation D thereunder.

         Effective  October 31, 2002,  we issued a customer a warrant to acquire
400,000 shares of our common stock at $5.50 per share in connection with a joint
marketing agreement. The customer is an accredited investor. In undertaking this
issuance,  we relied on an exemption from registration under Section 4(2) of the
Securities Act and Regulation D thereunder.


                                       23
<PAGE>


         Effective as of November 4, 2002,  we issued 3,579 shares of our common
stock to a consultant  as  consideration  for investor  relations  services.  We
recorded an accounting  expense of $4.40 per share in  connection  with 1,704 of
such shares and $4.00 per share in  connection  with 1,875 of such  shares.  The
consultant is an accredited investor. In undertaking this issuance, we relied on
an exemption  from  registration  under Section 4(2) of the  Securities  Act and
Regulation D thereunder.



                                       24
<PAGE>


      ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         You should read the following discussion and analysis together with our
financial  statements  and  the  notes  to  our  financial  statements  included
elsewhere in this report.

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations contains forward-looking statements,  which are based upon
current  expectations and involve a number of risks and uncertainties.  In order
for  I-trax,  Inc.  to  utilize  the "safe  harbor"  provisions  of the  Private
Securities  Litigation  Reform Act of 1995,  investors are hereby cautioned that
these statements may be affected by important factors, which are set forth below
and elsewhere in this report,  and  consequently,  actual operations and results
may differ materially from those expressed in these forward-looking  statements.
The  important  factors  include  the  Company's  ability to continue as a going
concern and the Company's  ability to execute  contracts for disease  management
services and software technology.

Our Business

         I-trax  has  historically   developed   enterprise  and  client  server
applications  for  collecting  disease  specific data at the  point-of-care  for
several large  hospitals and medical  centers.  In 2001, we expanded our product
lines by developing  additional  software  applications,  adding  services,  and
completing several strategic acquisitions.

         I-trax now provides focused disease management and comprehensive health
management  solutions designed to improve the health of the populations we serve
while  reducing the cost of medical care. Our solutions are designed to meet the
needs of insurers,  employers and consumers  seeking to reduce costs and improve
the  quality  of  care by  enabling  healthcare  organizations  to  evolve  from
fragmented  care  management  practices into a cohesive and efficient  system of
healthcare  management.  Our solutions are fully  integrated,  use a single-data
platform  that allows all  caregivers to share records and enable our clients to
provide true coordination of care.

Our Services

      Our services are divided into three portfolios: Prediction, Prevention and
Care Management. The specific services in each portfolio are:

         Prediction

         First,  we  license  third  party  software  to  analyze  our  clients'
historical  information to predict future  healthcare costs. By using predictive
modeling,   we  identify  our  clients'  future  healthcare  costs,  the  health
conditions  that will  drive  those  costs and the people  within  our  clients'
populations who are at risk for those conditions.

         Prevention

         Second, we use what we believe to be state-of-the-art demand management
and nurse  triage  services to effect our targeted  interventions.  Our services
incorporate nationally recognized,  evidence-based clinical guidelines to ensure
that all caregivers and consumers are following the best practices. We also link
the key  stakeholders  in this care delivery  effort--consumers,  physicians and
care managers--through  secure, web-based solutions.  These solutions facilitate
real-time sharing of information and support the adherence to our population and
disease management programs. Our prevention products and services include:

     o    MyNurseLine(TM)--24 hours per day, 7 days per week demand management
          and nurse triage service staffed by skilled nurses;

     o    DoctorsLine(TM)--an after-hours custom triage and administrative
          outsourcing service;

     o    Health-e-Community(TM)--a specialized enrollment, marketing and
          fulfillment service;

     o    eImmune(R)--a clinical immunization and related adverse events
          tracking system;


                                       25
<PAGE>


     o    Medicive(R) Medical Enterprise Data System--a proprietary software
          architecture developed to collect, store, retrieve and analyze a broad
          range of information used in the healthcare industry, which serves as
          the foundation for our Care Coordination Platform offerings;

     o    Health-e-Coordinator(TM)--a web-based care management application;

     o    MyFamilyMD(TM)--a consumer health management portal; and

     o    CarePrime(R)--a clinical care application for physicians and
          clinicians.

         Care Services

         Finally,   we  offer  what  we  believe  to  be  the  industry's   most
comprehensive  health management and disease management  solutions.  Our disease
management solutions currently address congestive heart failure (CHF),  coronary
artery disease (CAD), asthma,  diabetes, lower back pain and chronic obstructive
pulmonary  disease  (COPD).  We  also  develop  programs  using  evidenced-based
guidelines  based on our clients'  requests.  Health-e-Life  Program(TM)  is our
comprehensive end-to-end solution for care management.

Listing on the American Stock Exchange

         Effective  January 3, 2003 we completed a 1-for-5  reverse stock split.
Our Board of Directors and  stockholders  authorized  the reverse stock split in
connection  with the then  pending  application  to list our common stock on the
American  Stock  Exchange.  We began trading on the American  Stock  Exchange on
January 15, 2003 under the symbol "DMX."

Significant Transactions

         On  September  30,  2002,  we entered  into a license  and  maintenance
agreement with UICI, a company listed on the New York Stock  Exchange.  Pursuant
to the  agreement,  we granted to UICI an  exclusive  license to certain  I-trax
software, including MyFamilyMD(TM) and CarePrime(R), in the student market and a
non-exclusive license to such software for use by UICI for its other businesses.
We also agreed to maintain the  licensed  software.  The  agreement is valued at
approximately $2,800,000.

         The license agreement  resulted from a relationship  between I-trax and
UICI's wholly owned  subsidiary,  Student  Resources,  based in St.  Petersburg,
Florida.  Student  Resources  and I-trax  entered the student  health  market in
second quarter of 2002 by piloting at five colleges and universities, covering a
total  of  approximately  77,000  students,   a  web-based  service,   utilizing
MyFamilyMD(TM) and CarePrime(R)  applications.  The service connects students to
their  college or university  health  centers,  providing  them online access to
secure  and  confidential   electronic   appointment   requests,   lab  results,
prescription  refill requests and explanation of benefits.  The solution enables
students to build  their  personal  health  record,  utilize  private and secure
messaging and receive targeted health education  content,  and complete required
school health forms online.

         On October 31, 2002,  UICI and I-trax  entered  into a Joint  Marketing
Agreement.   Under  this  agreement,  each  party  will,  using  its  reasonable
discretion,  market to its clients the other party's  products and services.  In
connection  with the  agreement,  I-trax  issues  UICI a seven  year  warrant to
acquire up to 400,000 shares of common stock at $5.50 per share.

         Effective  February  6, 2002,  I-trax  acquired  WellComm in a two-step
reorganization  pursuant  to a Merger  Agreement  dated  January 28, 2002 by and
among I-trax, WC Acquisition,  Inc., an Illinois  corporation and a wholly-owned
subsidiary of I-trax,  WellComm and WellComm's two principals.  The initial step
of the reorganization  transaction  involved a merger of WC Acquisition with and
into WellComm, in which merger WellComm continued as the surviving  corporation.
The second step of the reorganization transaction involved a statutory merger of
WellComm with and into I-trax, in which merger I-trax continued as the surviving
corporation.

         At the closing of the  WellComm  merger,  we  delivered to the WellComm
stockholders approximately $2,200,000 in cash and 1,488,000 shares of our common
stock,  and to each of two senior officers of WellComm options to acquire 56,000
shares of our common stock at a nominal exercise price. After the merger,  three
executive


                                       26
<PAGE>


officers of WellComm joined us as senior executives and WellComm's two principal
stockholders were elected to our Board of Directors.

         We funded the  acquisition  of  WellComm  by  selling a 6%  convertible
senior  debenture in the  aggregate  principal  amount of $2,000,000 to Palladin
Opportunity  Fund LLC pursuant to a Purchase  Agreement  dated as of February 4,
2002 between Palladin and us. Pursuant to the purchase agreement, we also issued
Palladin a warrant  to  purchase  an  aggregate  of up to 307,692  shares of our
common stock at an exercise price of $5.50 per share. The outstanding  principal
and any interest  under the debenture are payable in full on or before  February
3, 2004. Further, outstanding principal and any interest may be converted at any
time at the election of Palladin into our common stock.  The current  conversion
price under the debenture is $3.03.  The current  conversion price is subject to
"reset"  as of August 4, 2003 but only if the  closing  bid price for our common
stock,  averaged during a period of 20 consecutive trading days ending on August
3, 2003, is less than the then current conversion price.

Corporate Overview

         I-trax was  incorporated in the State of Delaware on September 15, 2000
at the  direction  of  the  Board  of  Directors  of  I-trax  Health  Management
Solutions, Inc. ("Health Management"), I-trax's then parent company. On February
5, 2001,  I-trax became the holding company of Health  Management at the closing
of a reorganization  pursuant to Section 251(g) of Delaware General  Corporation
Law. The holding  company  reorganization  was  described  in greater  detail in
I-trax's  registration  statement on Form S-4  (Registration  Number  333-48862)
filed with the  Securities  and Exchange  Commission on October 27, 2000. At the
effective  time  of  the  reorganization,  all  of the  stockholders  of  Health
Management  became the  stockholders  of I-trax and Health  Management  became a
wholly owned  subsidiary of I-trax.  Further,  all outstanding  shares of Health
Management  were converted  into shares of I-trax in a non-taxable  transaction.
Health  Management  no longer  files  reports with the  Securities  and Exchange
Commission.  However,  I-trax does file reports with the Securities and Exchange
Commission,  and its common stock is traded on the American Stock Exchange under
the symbol "DMX."

         The holding company structure has allowed us greater flexibility in our
operations and expansion and diversification plans, including in the acquisition
of WellComm  Group,  Inc. on February 6, 2002 and iSummit  Partners,  LLC, doing
business as "MyFamilyMD," on February 7, 2001.

         I-trax  acquired  iSummit  effective  February  7, 2001 in an  exchange
transaction  pursuant to a Contribution  and Exchange  Agreement dated September
22, 2000,  as amended,  by and among  iSummit,  I-trax,  Health  Management  and
iSummit's three members. I-trax issued 580,682 shares of common stock to acquire
iSummit (reflecting a post closing adjustments to the aggregate number of issued
shares effective as of December 31, 2001).

         I-trax now  conducts its  business  through two wholly owned  entities,
Health  Management  and WellComm  Group,  LLC.  WellComm  Group,  LLC was formed
following the acquisition of WellComm Group, Inc. to hold its assets.

Our Customers

         As of December 31, 2002,  we served  approximately  65  customers.  Our
customers  include physician groups,  hospitals,  health plans,  including plans
providing Medicaid and Medicare covered services,  universities and colleges and
agencies and branches of the United States government.

         We continue to focus our marketing  efforts on the  following  markets:
health plans and health insurers;  self-insured employers;  military, government
and public health agencies;  college and university student health services; and
hospital and health systems.

Results of Operations

         In 2001 and 2002, we expended a predominant portion of our resources to
build and deliver  eImmune(R)  and C-Trax(TM)  applications  to Walter Reed Army
Medical Center in accordance with prior contractual obligations. Further, during
this period, we changed our focus from developing  custom software  applications
for few clients to


                                       27
<PAGE>


combining all of our services and applications to deliver a single solution to
the population and disease management market place.

         Year Ended December 31, 2002 Compared to Year Ended December 31, 2001.

         Revenue for 2002 was $3,931,910, an increase of $3,318,840 or 541% from
$613,070 for 2001. Total revenue was comprised of two components: (1) prevention
and care  services  revenue of  $1,706,602  derived  from  contracts  we assumed
effective  February  1, 2002 as a result of the  WellComm  acquisition;  and (2)
technology  license and services revenue of $2,225,308 derived from licensing of
eImmune(R),   AsthmaWatch(R),    Health-e-Coordinator(TM),    CarePrime(R)   and
MyFamilyMD(TM)  applications,  including a perpetual  and  exclusive  license of
CarePrime(R)  and  MyFamilyMD(TM)  that  represented  revenue  of  approximately
$1,700,000  to UICI for use in the  student  health  market.  We expect  that in
future  periods we will  generate a  significant  portion  of our  revenue  from
delivery of prevention services, such as MyNurseLine(TM), and care services that
we deliver using the Health-e-Program(TM).

         Cost of revenue  for 2002 was  $1,229,044,  an  increase  of 1134% from
$99,584 for 2001. The increase is  attributable  to the personnel costs required
to  service  our  prevention  and care  services  contracts,  which  we  assumed
effective February 1, 2002. We expect that in future periods our cost of revenue
will increase or decrease in  proportion to volume of business.  This is because
we expect to derive a significant  portion of our future revenue from prevention
and care services  contracts,  which require human involvement  proportionate to
the size of the contract.

         Research and  development  costs were  $410,220 for 2002 as compared to
$818,176  for  2001,  a  decrease  of 50%.  The  decrease  was  attributable  in
significant  part  to  a  shift  of  some  software   development  work  from  a
subcontractor to in-house.  Despite the decrease, we expect to continue to spend
funds on adding  functionality to our products  including to the  MyFamilyMD(TM)
application by adding  MedWizard(R) tools, on CarePrime(TM)  application,  which
interacts   with   MyFamilyMD(TM)   and   its   MedWizard(R)   tools,   and   on
Health-e-Coordinator(TM)  application by adding additional disease capabilities.
All product development costs for 2002 were expensed.

         General  and  administrative  expenses  (excluding  salary and  related
benefits  which  are  discussed  separately  below)  were  virtually  unchanged,
$1,711,430  in 2001 and  $1,721,685  in  2002,  even  though  2002  general  and
administrative   expenses   include   approximately   of  $630,000  of  expenses
attributable to the operation of WellComm,  which we assumed effective  February
1, 2002. Our ability to maintain general and administrative expenses constant is
attributable to post-WellComm acquisition efficiencies, personnel reductions and
stringent  budgetary  controls  implemented in the fourth quarter of 2001. We do
not anticipate increasing spending in 2003. We believe that with the addition of
WellComm's  personnel,  we have the resources to handle  increased  revenue with
minimal  incremental  costs up to a certain level,  and then have the ability to
ramp-up expenses with additional business.

         Salary and related  benefits  were  $4,233,209  for 2002 as compared to
$6,996,108  for  2001.  The  2001  expenses  include  approximately   $3,900,000
attributable  to a non-cash charge  associated  with stock purchase  warrants we
issued to employees  and officers in exchange  for  surrender of accrued  salary
under our salary deferment  program.  Excluding this component,  the increase in
salary and related benefits from 2001 to 2002 was approximately  $1,150,000,  of
which  approximately  $700,000  was  the  result  of  the  WellComm  acquisition
completed effective February 1, 2002, and the balance of which relates to hiring
additional management and sales personnel.

         Acquired in process research and development was $1,642,860 in 2001 and
was directly  attributable to the acquisition of iSummit on February 7, 2001. An
independent  third-party  valuation company derived this amount after a detailed
analysis of all the underlying facts.

         Depreciation  and  amortization  expenses  were  $2,045,461 in 2002, as
compared to $779,014 in 2001.  The  increase is  primarily  attributable  to the
amortization  of the  value  of  intangible  assets  acquired  in  the  WellComm
acquisition.

         Marketing and advertising expenses were $773,963 in 2002 as compared to
$989,972  in  2001.  The  decrease  of 22%  resulted  from  stringent  budgetary
constraints.


                                       28
<PAGE>


         Interest expense for 2002 was $1,107,632 increasing by $583,000 or 111%
from $524,632 for 2001. For 2002, interest expense includes the amortization and
accretion on items  related to the  $2,000,000  debenture  as follows:  $434,798
associated  with the beneficial  conversion  feature of the debenture;  $408,041
associates  with the  value of the  warrants  issued  with  the  debenture;  and
$147,654  associated  with the  option  liability  stemming  from the  option we
granted  Palladin to purchase from us an additional  debenture.  Generally,  the
beneficial  conversion value represents the benefit to the investor that results
from  purchasing an immediately  convertible  debenture with a conversion  price
that is less  than  fair  market  value  on the  date of  purchase  after  first
allocating  a portion  of the  proceeds  from the  debenture  to the  associated
warrants.  For 2001, the incurred  interest charges were associated with certain
promissory notes converted into common stock.

         Amortization  of debt  issuance and  conversion  costs was $187,337 and
$1,424,688  for 2002 and 2001,  respectively.  The  significant  decrease is due
solely to the fact that in 2001,  we  re-priced  the  exercise  price of certain
warrants issued in connection with convertible promissory notes. The re-price of
the warrants from $10 to $2.50  resulted in a one-time  charge of  approximately
$1,400,000.

         Our net  loss  was  $9,424,973  in 2002 as  compared  to a net  loss of
$14,359,432  in 2001,  a decrease of 34%. In both  periods,  we had  significant
transactional  charges. In 2002, we incurred a charge of approximately  $434,798
on account of an interest  expenses  associated  with the beneficial  conversion
value   associated  with  the  debenture  we  issued  to  Palladin,   additional
depreciation and amortization of $1,753,144 in connection with intangible assets
acquired in the WellComm acquisition and a $1,648,333 impairment charge incurred
in connection with those same assets.  In 2001, we incurred a one-time charge of
$1,642,860  on account of acquired in process  research and  development  in the
iSummit acquisition,  $1,424,688 for certain securities issuances and conversion
costs and $3,915,232 of stock based compensation  associated with the conversion
of deferred salary in warrants.

Liquidity and Capital Resources

         Working Capital Deficiency

      We ended 2002 with approximately $360,000 in cash on our balance sheet. As
of  December  31,  2002,  we had a working  capital  deficiency  of  $2,384,004.
Further,  during the past two years and as of the date of this report, cash flow
deficits from  operations  averaged  approximately  $300,000 per month.  Through
December  31,  2002 and the date of this  report,  we have been able to  finance
these deficits by sales of common stock to unrelated  parties and loans from our
senior  management team and their  affiliates,  including  members of our senior
executive management team and a director.  Although we expect to continue to run
cash flow  deficits  as of the date of this  report,  we also  continue  to make
progress  towards  producing  positive cash flow from  operations and we expect,
although no assurances  exist, that we will reach operating cash flow break even
in the third quarter of 2003.

         In 2002, we borrowed from certain  executives and certain  relatives of
such  executives a total of $700,000.  These loans bear interest at a rate of 8%
per annum and were used to fund working capital deficiencies.  In February 2003,
pursuant to a promissory  note, the former Chief Executive  Officer of WellComm,
now a member of our Board of  Directors  advanced  to us  $200,000  for  working
capital. The loan carries interest at 8% per year and matures in February 2004.

         Additionally,  during the three months ended March 31, 2003,  our Chief
Executive and Operating Officers,  along with certain  stockholders  advanced to
us, in the form of loans and equity,  $540,000  for working  capital.  Our Chief
Executive and Operating  Officers have committed to continue to fund us until we
generate  positive cash flow from operations and raise  additional  funds in the
private  placement,  which we commenced  subsequent  to  year-end,  but at least
through January 1, 2004.

         Sources and Uses of Cash

         Despite our  negative  cash flows from  operations,  which  amounted to
$2,871,201 in 2002 and  $4,922,266 in 2001, we have been able to secure funds to
support our operations. In 2002, we secured funding by selling equity securities
and a debenture,  which aggregated approximately  $4,000,000. Of the $4,000,000,
approximately  $2,200,000 we used to acquire  WellComm and the remainder to fund
operations.  Additionally,  in the third quarter


                                       29
<PAGE>


of 2002, we received $2,500,000 from a customer as a deposit on a license and
future development work. In 2002, we also received (net of repayments) $510,000
from officers and related parties. In 2001, we used $4,922,266 to fund our
operations, of which sum $3,822,968 we raised by selling common stock, $682,809
we received by issuing promissory notes and $700,000, net of repayments, we
received from related parties.

         As of December 31, 2002,  our current  liabilities  were  $3,640,334 of
which $225,000 is due on demand to a relative of a senior executive. In February
2003,  $140,000 of the $225,000 was repaid. The remainder of current liabilities
of  approximately  $3,415,000  is made  up,  primarily,  of  trade  payables  of
approximately  $918,791,  accrued expenses of approximately  $743,000,  $300,000
credit line  payable,  which was assumed  with the  acquisition  of WellComm and
approximately  $1,379,922 of deferred revenue.  We have good  relationships with
all of our vendors.

         As of December 31, 2002,  the face value of our long-term debt amounted
to  approximately  $3,700,000.  This sum is comprised of 6%  convertible  senior
debenture in the aggregate principal amount of $2,000,000 (but carrying value of
$842,839) held by Palladin, for which principal and deferred interest is not due
until  February 3, 2004,  $692,809  (but carrying  value of $403,137)  held by a
group of investors led by Psilos Group Partners,  L.P., which includes Nantucket
Healthcare  Ventures  I, L.P.,  a venture  fund  managed by our Chief  Executive
Officer,  for which  principal  and  interest is not due until  March 2006,  and
approximately  $1,000,000 held by executive  officer and members of our Board of
Directors.

         Related Party Transactions

         In 2002,  certain of our officers and a relative of an officer advanced
to us funds for working  capital.  Such  advances  totaled  $700,000,  of which,
$350,000 are due on demand and $350,000 are due in February  2004.  All advances
bear interest at a rate of 8% per annum.

Critical Accounting Policies

         Legal Contingencies

         As of December 31, 2002,  we were  involved in certain  litigation.  We
prevailed in the matter with finality in March 2003. As of December 31, 2002, we
had not  accrued a loss  contingency  because  the  plaintiff's  success in this
matter  was not  deemed  probable  nor could we have  reasonably  estimated  any
adverse effect based on the then current facts.

         Impairment of Goodwill and Intangible

         We  operate  in an  industry  that is rapidly  evolving  and  extremely
competitive.  It is  reasonably  possible  that our  accounting  estimates  with
respect to the useful life and ultimate  recoverability of our carrying basis of
goodwill and intangible assets could change in the near term and that the effect
of such  changes  on the  financial  statements  could be  material.  During the
quarter ended December 31, 2002, we recorded an impairment  charge of $1,648,332
in connection with the WellComm acquisition. The charge was related to the write
off of a portion of an intangible asset associated with customer relations.

         Revenue Recognition

         We derive our revenue  pursuant to different type contracts,  including
perpetual  software  licenses,  subscription  licenses  and  custom  development
services,  all of which  may  also  include  support  services  revenue  such as
licensed   software   maintenance,   training,   consulting   and  web   hosting
arrangements. As described below, significant management judgments and estimates
must  be  made  and  used in  connection  with  the  revenue  recognized  in any
accounting period.  Material  differences may result in the amount and timing of
our  revenue  for any  period if our  management  made  different  judgments  or
utilized different estimates.

         We license our software  products for a specific term or on a perpetual
basis.  Most of our license contracts also require  maintenance and support.  We
apply  the  provisions  of  Statement  of  Position  97-2,   "Software   Revenue
Recognition,"  as amended by Statement  of Position  98-9  "Modification  of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions" to all
transactions  involving the sale of software products and


                                       30
<PAGE>

hardware transactions where the software is not incidental. For hardware
transactions where software is not incidental, we do not unbundle the fee and we
do not apply separate accounting guidance to the hardware and software elements.
For hardware transactions where no software is involved we apply the provisions
of Staff Accounting Bulletin 101 "Revenue Recognition." In addition, we apply
the provisions of Emerging Issues Task Force Issue No. 00-03 "Application of
AICPA Statement of Position 97-2 to Arrangements that Include the Right to Use
Software Stored on Another Entity's Hardware" to our hosted software service
transactions.

         We recognize revenue from the sale of software licenses when persuasive
evidence of an arrangement  exists,  the product has been delivered,  the fee is
fixed and determinable and collection of the resulting  receivable is reasonably
assured.  Delivery  generally  occurs  when  product  is  delivered  to a common
carrier.

         At the time of the  transaction,  we assess  whether the fee associated
with our  revenue  transactions  is fixed and  determinable  and  whether or not
collection  is  reasonably  assured.  We  assess  whether  the fee is fixed  and
determinable  based on the payment terms associated with the  transaction.  If a
significant portion of a fee is due after our normal payment terms, which are 30
to 90 days from  invoice  date,  we account  for the fee as not being  fixed and
determinable. In these cases, we recognize revenue as the fees become due.

         We assess  collection  based on a number  of  factors,  including  past
transaction history with the customer and the credit-worthiness of the customer.
We do not request collateral from our customers. If we determine that collection
of a fee is not reasonably  assured,  we defer the fee and recognize  revenue at
the time collection becomes reasonably assured,  which is generally upon receipt
of cash.

         For arrangements  with multiple  obligations (for example,  undelivered
maintenance  and  support),  we  allocate  revenue  to  each  component  of  the
arrangement  using the  residual  value  method  based on the fair  value of the
undelivered elements.  This means that we defer revenue from the arrangement fee
equivalent to the fair value of the undelivered elements.

         We recognize revenue for maintenance services ratably over the contract
term. Our training and consulting services are billed based on hourly rates, and
we generally recognize revenue as these services are performed.  However, at the
time of  entering  into a  transaction,  we assess  whether or not any  services
included within the arrangement require us to perform significant work either to
alter the underlying  software or to build additional complex interfaces so that
the software performs as the customer  requests.  If these services are included
as part of an  arrangement,  we recognize the entire fee using the percentage of
completion  method.  We  estimate  the  percentage  of  completion  based on our
estimate of the total costs estimated to complete the project as a percentage of
the costs incurred to date and the estimated costs to complete.

         We recognize service revenue as the services are rendered. We contracts
with our customers to provide  services based on an  established  monthly fee, a
per-call charge or a combination of both.

         Although as of the date of these  financials,  we have not entered into
any risk-based contracts,  we expect that in the very near future it will do so.
These types of contracts are generally for terms of three to five years, provide
for an automatic renewal and typically provide that a percentage of our fees may
be refundable  ("performance  based")  based on achieving a targeted  percentage
reduction in the customer's healthcare costs.

Material Equity Transactions

         In 2002,  we executed  equity  transactions  with related and unrelated
parties in  connection  with the raising  funds for working  capital  along with
issuing  securities in lieu of compensation  for services  received.  We believe
that we have valued all such  transaction  pursuant  to the  various  accounting
rules  and  that  they  ultimately  represent  the  economic  substance  of each
transaction.



                                       31
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS



                          I-TRAX, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2002
                                       AND
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

Item                                                                                                      Page No.

<S>                                                                                                        <C>
Reports of independent accountants..........................................................................33

Balance sheet at December 31, 2002..........................................................................35

Statements of operations for the years ended December 31, 2002 and 2001.....................................36

Statement of stockholders' equity (deficiency) for the years ended December 31, 2002 and 2001...............37

Statements of cash flows for the years ended December 31, 2002 and 2001.....................................39

Notes to consolidated financial statements..................................................................41

</TABLE>




                                       32
<PAGE>

                        Report of Independent Accountants


To the Board of Directors and
  Stockholders of I-trax, Inc.:

         We have audited the accompanying  consolidated balance sheet of I-trax,
Inc. &  Subsidiaries  (the  "Company") as of December 31, 2002,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the  year  then  ended.   These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects,  the financial position of the Company
at December 31, 2002,  and the results of its  operations and cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

         As  discussed  in  Note 6 to  the  consolidated  financial  statements,
effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets.



Goldstein Golub Kessler LLP
New York, New York
March 5, 2003



                                       33
<PAGE>

                        Report of Independent Accountants


To the Board of Directors and
  Stockholders of I-trax, Inc.:

         We have audited the accompanying  consolidated balance sheet of I-trax,
Inc. &  Subsidiaries  (the  "Company")  as of December  31,  2001 (not  included
herein),  and the related consolidated  statements of operations,  stockholders'
equity  (deficiency)  and cash flows for the year ended December 31, 2001. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company at December 31,  2001,  and the results of its  operations  and cash
flows for the year ended  December  31,  2001,  in  conformity  with  accounting
principles generally accepted in the United States of America.

         The accompanying  consolidated  financial statements as of December 31,
2001 and for the year then ended were  prepared  assuming that the Company would
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has a working capital deficiency and incurred losses from operations
for the years ended December 31, 2001 and 2000,  which raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these  matters  are also  described  in Note 1.  Accordingly,  the  financial
statements  as of December 31, 2001 did not include any  adjustments  that might
have resulted from the outcome of those uncertainties.



PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 29, 2002


                                       34
<PAGE>



                          I-TRAX, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS
<TABLE>
<CAPTION>

Current assets
<S>                                                                    <C>
     Cash                                                              $   360,166
     Deposit on potential acquisition                                      200,000
     Accounts receivable, net                                              597,635
     Prepaid expenses                                                       77,569
     Other current assets                                                   20,960
                                                                  -----------------
         Total current assets                                            1,256,330
                                                                  -----------------


Office equipment, furniture and leasehold improvements, net                412,779
Deferred marketing costs, net                                            1,284,445
Goodwill                                                                 8,424,062
Intangible assets, net                                                   2,748,087
Debt issuance cost, net                                                    249,273
Security deposits                                                           31,564
                                                                  -----------------

       Total assets                                                  $  14,406,540
                                                                  =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Credit line payable                                                   300,000
     Accounts payable                                                      918,791
     Accrued expenses                                                      743,151
     Due to related party                                                  225,000
     Capital lease payable                                                  60,047
     Deferred revenue                                                    1,379,922
     Other current liabilities                                              13,423
                                                                  -----------------
       Total current liabilities                                         3,640,334
                                                                  -----------------

Capital lease obligation, net of current portion                            96,765
Promissory notes and debenture payable, net of discount                  1,245,876
Due to officers and directors                                            1,024,598
                                                                  -----------------

       Total liabilities                                                 6,007,573
                                                                  -----------------


Commitments and contingencies (Note 17)

Stockholders' equity
     Preferred stock - $.001 par value, 2,000,000 shares authorized,
       -0- issued and outstanding
     Common Stock - $.001 par value, 100,000,000 shares authorized,
       9,372,727 shares issued and outstanding                               9,372
     Additional paid in capital                                         39,236,119
     Accumulated deficit                                               (30,846,524)
                                                                  -----------------
       Total stockholders' equity                                        8,398,967
                                                                  -----------------

       Total liabilities and stockholders' equity                    $  14,406,540
                                                                  =================

                 See accompanying notes to financial statements.

</TABLE>

                                       35
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>


                                                                         2002                    2001
                                                                   ------------------       ---------------

Revenue:
<S>                                                                     <C>                     <C>
     Technology licenses                                                $  2,225,308            $  613,070
     Services                                                              1,706,602                    --
                                                                   ------------------       ---------------
Total revenue                                                              3,931,910               613,070
                                                                   ------------------       ---------------

Cost of revenue:
     Technology licenses                                                      67,788                99,584
     Services                                                              1,161,256                    --
                                                                   ------------------       ---------------
Total cost of revenue                                                      1,229,044                99,584
                                                                   ------------------       ---------------

Gross profit                                                               2,702,866               513,486

Operating expenses:
     General and administrative                                            1,721,685             1,711,430
     Salary and related benefits, including $3,915,232 for 2001
          of stock based compensation                                      4,233,209             6,996,108
     Research and development                                                410,220               818,176
     Acquired in progress research and development                                --             1,642,860
     Depreciation and amortization                                         2,045,461               799,014
     Marketing and publicity                                                 773,963               989,972
     Impairment charge related to intangible assets                        1,648,332                    --
                                                                   ------------------       ---------------
Total operating expenses                                                  10,832,870            12,957,560
                                                                   ------------------       ---------------

Operating loss                                                            (8,130,004)          (12,444,074)
                                                                   ------------------       ---------------

Other income (expenses):
     Amortization of debt issuance and conversion costs                     (187,337)           (1,424,688)
     Interest income                                                              --                33,962
     Interest expense                                                     (1,107,632)             (524,632)
                                                                   ------------------       ---------------
Total other income (expenses)                                             (1,294,969)           (1,915,358)
                                                                   ------------------       ---------------

Net loss                                                               $  (9,424,973)        $ (14,359,432)
                                                                   ==================       ===============

Loss per common share:

Basic and diluted                                                        $     (1.04)           $    (2.71)
                                                                   ==================       ===============

Weighted average number of shares outstanding:                             9,096,958             5,291,403
                                                                   ==================       ===============

                 See accompanying notes to financial statements.
</TABLE>


                                       36
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>

                                                                                                                   Total
                                                                  Additional                       Notes       Stockholders'
                                          Common Stock             Paid-in       Accumulated    Receivable        Equity
                                  -----------------------------
                                     Shares         Amount          Capital        Deficit       Officers      (Deficiency)
                                  -------------- -------------- --------------- -------------- --------------  --------------

<S>                                  <C>          <C>           <C>            <C>             <C>            <C>
Balances at January 1, 2001           3,850,969    $     3,851   $   6,684,441  $  (7,062,119)  $   (999,500)  $  (1,373,327)

Common stock issued in
   connection with acquisition of
   iSummit Partners, LLC                673,600            674       5,253,406             --             --       5,254,080

Fair market value of detachable
   warrants issued in connection
   with amended and restated
   promissory notes                          --             --         459,854             --             --         459,854

Sale of common stock, June 2001
   private placement                    440,000            440       1,099,560             --             --       1,100,000

Grant of non-qualified and
non-plan options to consultants as
consideration for services rendered                         --          29,741             --             --          29,741

Cancellation of note and
   Pledge Agreements                   (100,000)          (100)       (999,900)            --        999,500            (500)

Issuance of common stock and
   warrants in connection with
   conversion of convertible
   promissory notes                     912,063            912       2,550,872             --             --       2,551,784

Issuance of common stock and
   warrants in connection
   with conversion of
   advances from officers               247,465            247       1,248,885             --             --       1,249,132

Sale of common stock, net of
costs,
   October 2001 private placement       842,395            842       2,042,116             --             --       2,042,958

Issuance of common stock and
   warrants as consideration for
services rendered                       120,307            120       1,012,778             --             --       1,012,898

Granting of warrants to employees
as consideration for deferring and
converting accrued salary amounting
to $814,595 into warrants                    --             --       3,915,232             --             --       3,915,232

Cancellation of shares in
connection with purchase price adjustment
   for iSummit Partners, LLC            (92,918)           (93)       (724,671)            --             --        (724,764)

Issuance of common stock in
connection
   with exercise of warrants             94,013             94          70,416                                        70,510

Mark-to-market of options granted
to officers in lieu of canceling
note and pledge agreement                                              350,000                                       350,000

Net loss for the year ended
   December 31, 2001                                        --              --    (14,359,432)            --     (14,359,432)
                                  -------------- -------------- --------------- -------------- --------------  --------------

Balances at December 31, 2001         6,987,894     $    6,987   $  22,992,730   ($21,421,551)    $       --    $  1,578,166
                                  -------------- -------------- --------------- -------------- --------------  --------------

                 See accompanying notes to financial statements.

</TABLE>

                                       37
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>



                                                     Common Stock             Additional                            Total
                                             -----------------------------     Paid-in        Accumulated     Stockholders'
                                                Shares          Amount         Capital          Deficit            Equity
                                             --------------  ------------- ----------------  --------------  ---------------

<S>                                              <C>             <C>          <C>            <C>               <C>
Balances at December 31, 2001                    6,987,894       $  6,987     $ 22,992,730   $ (21,421,551)    $  1,578,166

Cancellation of unclaimed shares and reverse
   stock split adjustment                          (45,332)           (45)              45              --               --

Issuance of compensatory stock options                  --             --          163,200              --          163,200

Fair market value of detachable warrants
   issued in connection with debenture and
   beneficial conversion value                          --             --        1,838,923              --        1,838,923

Issuance of common stock and granting of
   options in connection with the
   acquisition of WellComm Group, Inc.           1,488,000          1,488       10,478,512              --       10,480,000

Issuance of common stock and warrants as
   consideration for finder fee                     22,200             22          391,386              --          391,408

Sale of common stock, net of $7,150 in costs       540,833            541        1,942,935              --        1,943,476

Issuance of common stock and warrants as
   consideration for services                       23,708             24        1,677,243              --        1,677,267

Issuance of common stock in connection with
   exercise of options and warrants                355,424            355            1,145              --            1,500

Mark-to-market of options granted to
   officers in lieu of canceling note and
   pledge agreement during 2001                         --             --         (250,000)             --         (250,000)

Net loss for the year ended December 31, 2002           --             --               --      (9,424,973)      (9,424,973)
                                             --------------  ------------- ----------------  --------------  ---------------

Balances at December 31, 2002                    9,372,727       $  9,372     $ 39,236,119   $ (30,846,524)     $ 8,398,967
                                             ==============  ============= ================  ==============  ===============
</TABLE>



                 See accompanying notes to financial statements.

                                       38
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>

                                                                                   2002                 2001
                                                                             -----------------     ----------------

Operating activities:
<S>                                                                             <C>                  <C>
     Net loss                                                                   $  (9,424,973)       $ (14,359,432)
     Adjustments to reconcile net loss to net cash used in operating
activities:
         Accretion of discount on notes payable charged to interest                   498,751              463,551
expense
         Accretion of beneficial conversion value of debenture                        434,798                   --
         Amortization of option liability                                            (147,655)                  --
         Amortization of debt issuance costs                                          187,337                   --
         Depreciation and amortization                                              2,045,461              799,014
         Impairment charge related to intangible assets                             1,648,332                   --
         Issuance of securities for services                                          230,467            6,576,003
         Write-off of in process research and development acquired
            in iSummit Partners, LLC acquisition                                           --            1,642,860
Changes in operating assets and liabilities, net of acquisitions:
     Decrease (increase) in:
       Accounts receivable                                                           (119,888)             217,145
       Prepaid expenses                                                                54,828              (62,539)
       Other current assets                                                           (19,045)               2,666
     (Decrease) increase in:
       Accounts payable                                                               235,686              192,462
       Accrued expenses                                                               273,608             (167,592)
       Deferred revenue                                                             1,231,092             (226,404)
                                                                             -----------------     ----------------
Net cash used in operating activities                                              (2,871,201)          (4,922,266)
                                                                             -----------------     ----------------

Investing activities:
     Proceeds from repayment of note receivable                                        72,437              312,500
     Deposit on potential acquisition                                                (200,000)                  --
     Cash used to acquire property and equipment                                      (68,040)              (1,990)
     Proceeds from partial release of security deposit                                 38,839               61,486
     Net cash to acquire WellComm Group, Inc.                                      (2,199,136)                  --
                                                                             -----------------     ----------------
Net cash used in investing activities                                              (2,355,900)             371,996
                                                                             -----------------     ----------------

Financing activities:
     Principal payments on capital leases                                             (21,918)             (40,095)
     Proceeds from credit line payable                                                125,000                   --
     Proceeds from issuance of promissory notes                                            --              692,809
     Repayment to related parties                                                    (190,000)            (480,000)
     Proceeds from related parties                                                    700,000            1,180,990
     Proceeds from issuance of convertible promissory notes                                --              270,000
     Proceeds from sale of Common Stock                                             1,944,976            3,822,968
     Proceeds from sale of option                                                     161,078
     Proceeds from issuance of debenture                                            1,838,923                   --
                                                                             -----------------     ----------------

Net cash provided by financing activities                                           4,558,059            5,446,672
                                                                             -----------------     ----------------

Net (decrease) increase in cash                                                      (669,042)             896,402

Cash at beginning of period                                                         1,029,208              132,806
                                                                             -----------------     ----------------

Cash at end of period                                                             $   360,166         $  1,029,208
                                                                             =================     ================
Supplemental disclosure of non-cash flow information:
  Cash paid during the year for:
       Interest                                                                   $    15,163         $      7,468
                                                                             =================     ================
</TABLE>


                                       39
<PAGE>

                         (Continues on following page.)

                          I-TRAX, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                         (Continues from previous page.)
<TABLE>
<CAPTION>

                                                                                     2002                2001
                                                                                ----------------   -----------------

Schedule of non-cash investing activities:
     Issuance of 673,600 shares of common stock in connection with
<S>                                                                                  <C>                       <C>
       acquisition of iSummit Partners, LLC                                          $        --       $ 5,254,080
                                                                                     =============     ===========

     Issuance of 1,488,000  shares of common stock and granting of 112,000 stock
       options in connection with acquisition of WellComm Group,
       Inc                                                                           $  10,480,000     $      --
                                                                                     =============     ===========


     Issuance of common stock and warrants for finder fee                            $     391,408     $      --
                                                                                     =============     ===========



Schedule of non-cash financing activities:
     Issuance of common stock in connection with conversion of convertible
       promissory notes and related party advances                                   $        --       $ 2,551,784
                                                                                     =============     ===========

     Issuance of common stock in connection with conversion of advances
       from officers                                                                 $        --       $   275,000
                                                                                     =============     ===========


     Issuance of common stock in connection with conversion of accounts
       payable                                                                       $      16,667     $    76,798
                                                                                     =============     ===========

     Acceptance (cancellation) of promissory notes in connection with sale
       of common stock                                                               $        --       $  (999,500)
                                                                                     =============     ===========

     Acquisition of office equipment in connection with capital lease
       obligation                                                                    $     107,709     $      --
                                                                                     =============     ===========

     Issuance of warrants in connection with marketing agreement                     $   1,360,000     $      --
                                                                                     =============     ===========



                 See accompanying notes to financial statements.

</TABLE>

                                       40
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 1--ORGANIZATION

I-trax,   Inc.  (the  "Company")   provides   focused  disease   management  and
comprehensive  health management solutions designed to improve the health of the
populations  it serves while  reducing the cost of medical care. The Company was
incorporated  in the State of Delaware on  September  15,  2000.  On February 5,
2001, the Company and I-trax Health Management  Solutions,  Inc. (formerly known
as  I-Trax.com,   Inc.)  ("Health  Management")   completed  a  holding  company
reorganization.  The holding company  reorganization was accomplished  through a
merger under Delaware law. At the effective time of the  reorganization,  all of
the  stockholders of Health  Management  became  stockholders of the Company and
Health Management became a wholly owned subsidiary of the Company. The Company's
common stock is traded on the American Stock Exchange under the symbol "DMX."

As of December 31, 2002, the Company had three wholly owned subsidiaries: Health
Management,  a corporation,  and iSummit Partners,  LLC and WellComm Group, LLC,
each a single member limited  liability  company.  The Company  acquired iSummit
Partners,  LLC in  February  2001.  iSummit  Partners,  LLC does not conduct any
operations but maintains ownership of certain intellectual property. The Company
formed  WellComm Group,  LLC to conduct the activities of WellComm Group,  Inc.,
which the Company acquired on February 6, 2002, as further  described in Note 8.
The Company  conducts its  operations  through  Health  Management  and WellComm
Group, LLC.

Effective  January 3, 2003, the Company completed a 1-for-5 reverse stock split.
Accordingly,  all information  presented in these financial  statements has been
adjusted retroactively to reflect this reverse stock split.

The accompanying  financial  statements as of December 31, 2001 and for the year
then ended were prepared  assuming  that the Company  would have  continued as a
going  concern.  For the years  ended 2001 and 2000,  the  Company  used cash in
operations  of  approximately  $4,900,000  and  $4,700,000  respectively.  As of
December 31, 2001, the Company's  accumulated deficit amounted to $21,421,551 of
which $14,359,432  resulted from losses generated during the year ended December
31, 2001. Of the total loss of $14,359,432  for 2001,  $1,642,860 was a non-cash
charge to operations  for the acquired in progress  research and  development in
connection  with  iSummit  acquisition  and  $6,576,003  of non-cash  charges as
consideration  for  payments  for  services  rendered to the Company and for the
granting and re-pricing of warrants  associated with the conversion of debt into
equity and for the borrowing of funds from related  parties.  As of December 31,
2001, the Company's working capital deficiency amounted to $624,863.

The financial  statements as of December 31, 2001,  did not include  adjustments
relating to the  recoverability  and realization of assets and classification of
liabilities that might have been necessary should the Company had been unable to
continue  in  operation.  The  Company  implemented  several  cash  conservation
programs and raised  sufficient  funds during 2002 from various sources in order
to continue operations through December 31, 2002.


NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Income Taxes

The Company  accounts for income taxes in accordance  with Financial  Accounting
Standards Board's ("FASB") Statement of Financial  Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes," which requires the use of the "liability
method" of accounting for income taxes.  Accordingly,  deferred tax  liabilities
and  assets  are  determined  based  on the  difference  between  the  financial
statement  and tax bases of assets and  liabilities,  using enacted tax rates in
effect for the year in which the  differences  are expected to reverse.  Current
income taxes are based on the respective periods' taxable income for federal and
state income tax reporting purposes.



                                       41
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Loss Per Common Share

Loss per common  share is  computed  pursuant  to SFAS No.  128,  "Earnings  Per
Share."  Basic loss per share is  computed  as net income  (loss)  available  to
common  shareholders  divided by the weighted  average  number of common  shares
outstanding  for the  period.  Diluted  loss per share  reflects  the  potential
dilution that could occur from common  shares  issuable  through stock  options,
warrants,  and convertible debt. As of December 31, 2002 and 2001, 3,843,755 and
2,348,744,  respectively,  options and warrants  were  excluded from the diluted
loss per share computation, as their effect would be anti-dilutive.

Use Of Estimates

In preparing the financial  statements in  conformity  with  generally  accepted
accounting principles,  management is required to make estimates and assumptions
which affect the reported  amounts of assets and  liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

Fair Value Disclosure At December 31, 2002

The carrying value of cash,  accounts payable,  accrued expenses and credit line
payable  are  reasonable  estimates  of their fair value  because of  short-term
maturity.  The  fair  value  of  the  promissory  notes  and  debenture  payable
approximates their principal amount of $2,692,800.

Office Equipment, Furniture And Leasehold Improvements

The Company records office  equipment,  furniture and leasehold  improvements at
cost less accumulated  depreciation and  amortization,  which is provided for on
the  straight  line basis over the  estimated  useful  lives of the assets which
range  between  three and seven years.  The Company  expenses  expenditures  for
maintenance and repairs as incurred.

Accounts Receivable

The Company utilizes the allowance method for determining the  collectibility of
its  accounts  receivable.  The  allowance  method  recognizes  bad debt expense
following  a  review  of the  individual  accounts  outstanding  in light of the
surrounding facts. Accounts receivables are reported at their outstanding unpaid
principal  balances  reduced by an  allowance  for  doubtful  accounts  based on
historical bad debts,  factors related to specific  customers ability to pay and
economic  trends.  The  Company  writes off  accounts  receivables  against  the
allowance when a balance is determined to be uncollectible.

Research And Development Costs

Research and development costs are expensed as incurred.  Such costs amounted to
$410,220  and  $818,176  for  the  years  ended  December  31,  2002  and  2001,
respectively.


                                       42
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Revenue Recognition

The Company  recognizes  revenue from  technology  licenses in  accordance  with
Statement of Position 97-2 "Software Revenue Recognition" as further modified by
Statement  of  Position  98-9  "Modification  of  SOP  97-2,  "Software  Revenue
Recognition with Respect to Certain  Transactions."  SOP 97-2 generally requires
revenue  earned on software  arrangements  involving  multiple  elements such as
software  products,  upgrades,  enhancements,  post-contract  customer  support,
installation  and training to be allocated to each element based on the relative
fair value of the elements.

The  Company  recognizes  revenue  from  software  development  contracts  on  a
percentage-of-completion  method with progress to completion measured based upon
labor hours incurred or achievement of contract milestones. Revenue from re-sale
of hardware and  software,  obtained  from  vendors,  is  recognized at the time
hardware and software is delivered to  customers.  Customer  deposits  represent
funds  received  in advance in excess of revenue  recognized.  The  Company  has
adopted  the  provisions  of  the  Securities  and  Exchange   Commission  Staff
Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements," in
the fourth quarter of 2000, retroactively to January 1, 2000, as required by the
Securities and Exchange Commission.  The adoption had no impact on the Company's
financial statements.

The Company recognizes service revenue as the services are rendered. The Company
contracts with its customers to provide services based on an established monthly
fee, a per-call charge or a combination of both.

During  the third  quarter  of 2002,  the  Company  entered  into a License  and
Maintenance  Agreement with UICI, a New York Stock Exchange  company,  valued at
approximately  $2,800,000.  For the year ended  December 31,  2002,  the Company
recognized  approximately  $1,700,000,  representing the amount allocated to the
software  license.  The balance  representing  services to be performed has been
deferred.

Software Development Costs

In accordance  with the provisions of SFAS No. 86,  "Accounting for the Costs of
Computer  Software  to be Sold,  Leased  or  Otherwise  Marketed,"  the  Company
capitalizes   software  development  and  production  costs  once  technological
feasibility  has been  achieved.  Software  development  costs incurred prior to
achieving  technological  feasibility  are included in research and  development
expense in the  accompanying  statement of operations.  As of December 31, 2002,
the Company had not capitalized any software development costs.  Commencing with
the first quarter of 2003, the Company expects to start capitalizing some of its
software  development  costs based on the expected  completion of working models
for several of its software products.

Deferred Marketing Costs

Deferred  marketing  costs  consist  of the  value of the  warrant  issued  to a
customer  in  October  2002 in  connection  with a  three-year  joint  marketing
agreement.  The warrant to acquire  400,000 shares of common stock was valued at
$1,360,000  utilizing the Black-Scholes  pricing model. The value of the warrant
is being amortized over the three-year life of the joint marketing  agreement on
a  straight-line  basis.  During the year ended  December 31, 2002,  $75,555 was
charged.  The unamortized portion of the deferred marketing costs was $1,284,445
and is reflected on the accompanying consolidated balance sheet.


                                       43
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Debt Issuance Costs

The Company  recorded  debt issuance  costs in connection  with the sale of a 6%
senior  debenture  in February  2002.  These costs  consist of a cash payment of
$130,000 and common stock and warrants  issued to an unrelated party as a finder
fee. The Company is  amortizing  the total costs of $416,610 on a  straight-line
basis over the two-year life of the  debenture.  For the year ended December 31,
2002,  amortization of debt issuance costs amounted to $167,337. The unamortized
portion of debt issuance costs was $249,273 and is reflected on the accompanying
consolidated balance sheet.

Comprehensive Income

The Company adopted SFAS No. 130,  "Accounting for  Comprehensive  Income." This
statement  establishes  standards for reporting and disclosing of  comprehensive
income and its components (including revenues,  expenses, gains and losses) in a
full  set  of  general-purpose   financial   statements.   The  items  of  other
comprehensive  income that are  typically  required to be disclosed  are foreign
currency items, minimum pension liability adjustments,  and unrealized gains and
losses on certain investments in debt and equity securities.  The Company had no
items of other  comprehensive  income for the years ended  December 31, 2002 and
2001.

Stock-Based Compensation

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition  and Disclosure-an amendment of FASB Statement No. 123."
SFAS No.  148  amends  FASB  Statement  No.  123,  "Accounting  for  Stock-Based
Compensation," to provide  alternative  methods of transition for an entity that
chooses to change to the  fair-value-based  method of accounting for stock-based
employee  compensation.  It  also  amends  the  disclosure  provisions  of  that
statement to require prominent  disclosure about the effects that accounting for
stock-based employee  compensation using the fair-value-based  method would have
on  reported  net  income  and  earnings  per  share  and to  require  prominent
disclosure  about the  entity's  accounting  policy  decisions  with  respect to
stock-based employees  compensation.  Certain of the disclosure requirements are
required  for all  companies,  regardless  of whether  the fair value  method or
intrinsic  value  method  is  used  to  account  for  stock-based   compensation
arrangements.  The  amendments  to SFAS  No.  123 are  effective  for  financial
statements  for fiscal  years  ended  after  December  15,  2002 and for interim
periods beginning after December 15, 2002.


                                       44
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Stock-Based Compensation (cont'd)

The Company  accounts  for its employee  incentive  stock option plans using the
intrinsic  value  method in  accordance  with the  recognition  and  measurement
principles of Accounting  Principles Board Opinion No. 25, "Accounting for Stock
Issued  to  Employees,"  as  permitted  by SFAS No.  123.  The  adoption  of the
disclosure  requirements  of SFAS No. 148 did not have a material  effect on the
Company's  financial  position  or  results  of  operations.   Had  the  Company
determined  compensation  expense  base on the fair value at the grant dates for
those awards  consistent with the method of SFAS 123, the Company's net loss per
share would have been increased to the following pro forma amounts:
<TABLE>
<CAPTION>


                                                              2002            2001
                                                         ------------   ------------

<S>                                                  <C>             <C>
  Net loss as reported                                  $ (9,424,973)     $(14,359,432)

  Add back intrinsic value of the options issued to
  employee and charged to operations                         163,200              --

  Deduct total stock based employee compensation
  expense determined under fair value based methods
  for all awards                                          (2,844,904)       (1,191,937)
                                                        ------------      ------------

  Pro forma net loss                                    $(12,106,677)     $(15,551,369)
                                                        ============      ============

  Basic and diluted net loss per share as reported      $      (1.04)     $      (2.70)

  Pro forma basic and diluted net loss per share        $      (1.33)     $      (2.90)

                                              </TABLE>


The above pro forma  disclosure  may not be  representative  of the  effects  on
reported net  operations for future years as options vest over several years and
the Company may continue to grant options to employees.

The fair market  value of each option  grant is  estimated  at the date of grant
using the Black Scholes option-pricing model with the following weighted-average
assumptions

                     Dividend yield                              0.00%
                     Expected volatility                         162%
                     Risk-free interest rate                     5%
                     Expected life                               5 year

Segment Reporting

The Company  evaluates  segment  performance  based on income  from  operations.
Through  December 31, 2002,  the Company has not  measured  segment  performance
because the Company has operated in only one segment.


                                       45
<PAGE>
                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

New Accounting Pronouncements

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets,"  which  addresses the financial  accounting and
reporting for the  impairment or disposal of  long-lived  assets and  supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
assets to be Disposed  Of." SFAS 144 is  effective  for fiscal  years  beginning
after December 15, 2001 and the interim periods within.  Management periodically
evaluates carrying values of long-lived assets,  including  property,  plant and
equipment and intangible  assets,  when events and  circumstances  indicate that
these assets may have been  impaired.  On January 1, 2002,  the Company  adopted
SFAS No. 144,  which  provides for the  evaluation  of  impairment of long-lived
assets.  An asset is  considered  impaired  when  undiscounted  cash flows to be
realized from the use of such assets are less than its carrying  value.  In that
event,  a loss is determined  based on the amount the carrying value exceeds the
fair  market  value  of such  asset.  The  adoption  of SFAS  144 did not have a
material impact on the financial statements of the Company.

In April 2002, the FASB issued SFAS No. 145,  "Rescission on FASB  Statements 4,
44, and 64,  Amendment of FASB  Statement  No. 13, and  Technical  Corrections."
Under  certain  provisions  of SFAS No.  145,  gains and  losses  related to the
extinguishment  of debt are no longer  automatically  segregated  on the  income
statement as  extraordinary  items net of the effects of income taxes.  Instead,
unless those gains and losses meet the usual  criteria for  extraordinary  items
under APB No. 30,  those gains and losses are  included as a component of income
before  income  taxes.  The  provisions of SFAS No. 145 are effective for fiscal
years beginning after May 15, 2002 with early adoption encouraged.  To date, the
Company has not recorded any gains or losses on its  statements of operations as
extraordinary items.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." SFAS No. 146 addresses financial  accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability  Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs  associated with an exit or disposal  activity be recognized
when the  liability  is incurred  rather than when a company  commits to such an
activity  and  also   establishes  fair  value  as  the  objective  for  initial
measurement of the liability.  The provisions of SFAS 146 are effective for exit
or disposal  activities  initiated after December 31, 2002. The Company does not
expect the provisions of SFAS No. 146 to have a material effect on the Company's
financial position or results of operations.

The Company does not believe that any other recently issued and adopted, but not
yet  effective,  accounting  standards  would  have  a  material  effect  on the
accompanying financial statements.


NOTE 3--DEPOSIT ON POTENTIAL ACQUISITION

On November 8, 2002,  the Company  entered  into a merger  agreement  to acquire
DxCG, Inc. for a total purchase price of approximately $10,000,000, of which the
Company intended to pay $6,000,000 in cash and $4,000,000 in common stock. Under
the terms of this  agreement and at the time this  agreement  was executed,  the
Company deposited  $200,000 into an escrow account.  This sum was intended to be
released to DxCG if DxCG  terminated  the merger  agreement  because the Company
failed to satisfy certain conditions to closing, including third party financing
for the cash  portion of the  purchase  price.  The  Company  did not secure the
financing  by  January  31,  2003 as  stipulated  in the  merger  agreement  and
accordingly  the sum of $200,000  was  released to DxCG in the first  quarter of
2003 and charged to operations as an uncompleted acquisition cost.


                                       46
<PAGE>
                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 4--NOTE RECEIVABLE

Pursuant to a promissory note and a security  agreement dated December 19, 2000,
the Company loaned  Diabetex  Corporation,  which is in the business of managing
the healthcare of diabetes  patients,  $350,000 with a maturity date of February
19,  2002 or  within  60 days of  termination  of  merger  discussions,  bearing
interest at 8% per annum.  In March  2001,  the  parties  terminated  the merger
discussions.  Further, on April 30, 2001, the Company demanded that, pursuant to
the terms of the promissory  note,  Diabetex  repay the principal  amount of the
promissory note and all accrued  interest thereon on or before June 29, 2001. As
of December 31, 2001,  Diabetex and certain of its related  parties had paid the
Company a total of $312,500,  which had been first  applied to accrued  interest
and reimbursable expenses and the balance to principal. As of December 31, 2001,
the principal and interest outstanding under the promissory note was $72,437, of
which $37,500 was paid on February 11, 2002 and the balance on July 15, 2002.


NOTE 5--OFFICE EQUIPMENT, FURNITURE AND LEASEHOLD IMPROVEMENTS

Office  equipment,  furniture  and  leasehold  improvements  are as  follows  at
December 31, 2002:


        Office equipment                                           $ 850,560
        Furniture                                                    143,404
        Leasehold improvements                                        50,000
                                                               -------------
                                                                   1,043,964
        Less accumulated depreciation and amortization              (631,185)

                                                               -------------
                                                                   $ 412,779
                                                               =============


Certain office equipment is pledged as collateral for related capital lease
obligations. (See Note 11.)

Depreciation  expense for the years ended December 31, 2002 and 2001 amounted to
$216,762 and $158,162, respectively.


NOTE 6--GOODWILL AND INTANGIBLE ASSETS

In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations,"  and SFAS
No.  142,  "Goodwill  and  Other  Intangible  Assets."  SFAS No.  141  addresses
financial accounting and reporting for business  combinations and supercedes APB
Opinion No. 16,  "Business  Combinations."  Changes made by SFAS No. 141 include
(1)  requiring  the  purchase  method  of  accounting  be used for all  business
combinations  initiated  after  June  30,  2001,  and (2)  established  specific
criteria for the  recognition  of intangible  assets  separately  from goodwill.
These provisions were effective for business  combinations for which the date of
acquisition  was  subsequent  to June 30,  2001.  SFAS  No.  142  addresses  the
accounting for goodwill and intangible assets  subsequent to their  acquisition.
The provisions for SFAS No. 142 were effective for fiscal years  beginning after
December 15,  2001.  The Company has adopted SFAS No. 142 as of January 1, 2002.
SFAS  No.  142  eliminates  the  amortization  of  goodwill  and  certain  other
intangible  assets and requires the Company to complete a test for impairment of
these assets annually as well as a transitional  goodwill impairment test within
six months of the date of adoption.  The Company has  completed  its  impairment
assessment  as  required by SFAS No. 142 and  concluded  that no  impairment  of
recorded goodwill exists.  The impairment testing was based on capitalization of
earnings.


                                       47
<PAGE>


                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 6--GOODWILL AND INTANGIBLE ASSETS (cont'd)

The changes in the carrying  amount of goodwill for the year ended  December 31,
2002 are as follows:

                                              Total
                                          ----------------

Balance as of January 1, 2002                 $  2,224,726
Goodwill acquired during the year                6,199,336
                                          ----------------
Balance as of December 31, 2002               $  8,424,062
                                          ================


SFAS No. 142 also requires disclosure of what net loss would have been in all
periods presented had SFAS No. 142 been in effect in such periods. The following
table is provided to disclose such net loss.
<TABLE>
<CAPTION>

                                                  Year ended                         Year ended
                                               December 31, 2002                  December 31, 2001
                                            Amount          Per share          Amount          Per share
                                       ----------------- ---------------- ----------------- ----------------

<S>                                       <C>                 <C>            <C>                <C>
      Reported net loss                   $  (9,424,973)      $    (1.04)    $ (14,359,432)     $     (2.71)
      Add back goodwill amortization                 --               --           640,851              .12
                                       ----------------- ---------------- ----------------- ----------------
      Adjusted net loss                   $  (9,424,973)      $    (1.04)    $ (13,718,581)     $     (2.59)
                                        ================ ================ ================ ================

The  components of  identifiable  intangible  assets,  which are included in the
consolidated balance sheet as of December 31, 2002, are as follows:

                                                  Gross Carrying        Accumulated           Net Carrying
                                                      Amount           Amortization             Amount
                                                 -----------------    ---------------    -----------------
       Amortized intangible assets:
           Non-compete covenants                          1,648,000           (377,667)           1,270,333
           Customer relationships                         2,853,231         (1,375,477)           1,477,754
                                                 ------------------    ----------------    -----------------
       Total                                          $   4,501,231      $  (1,753,144)       $   2,748,087
                                                 ==================   ================    =================
</TABLE>

During the quarter ended December 31, 2002,  the Company  recorded an impairment
charge of  approximately  $1,650,000  related to  customer  relationships.  This
charge  related to a loss of expected  business  from a customer  following  the
acquisition  of  WellComm  Group,  Inc.  as further  discussed  in Note 8. Total
amortization expense for all the intangibles amounted to $1,753,144 for the year
ended December 31, 2002. The estimated amortization expense for the years ending
December 31, 2003, 2004, 2005 and 2006 is $1,121,320,  $1,121,320,  $471,114 and
$34,333, respectively.


NOTE 7--ACQUISITION OF ISUMMIT PARTNERS, LLC

Effective  February 7, 2001, the Company acquired iSummit  Partners,  LLC, doing
business  as  MyFamilyMD,  by  issuing a net of 580,682  shares of common  stock
(after  certain   cancellation  of  shares   resulting  from  a  purchase  price
adjustment)  to the  owners of  iSummit  in  exchange  for all of the issued and
outstanding  limited  liability  company  membership  interests of iSummit.  The
acquisition  was valued at  $5,254,080,  of which  $3,590,341  was  allocated to
goodwill,  after allocating  $1,642,860 to in-progress  research and development
(representing   undeveloped  software)  and  $20,879  to  tangible  assets.  The
allocation  of purchase  price was  prepared  based on a formal  valuation by an
independent appraiser.


                                       48
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 7--ACQUISITION OF ISUMMIT PARTNERS, LLC (cont'd)

The Company amortized the goodwill through December 31, 2001. Accordingly,  from
February 7, 2001 (date of  acquisition)  through  December 31, 2001, the Company
recorded amortization expense of $640,851.

The following summary table sets forth the pro-forma statement of operations for
the year ended  December  31,  2001 as if the  acquisition  was  consummated  at
January 1, 2001.

                                                   Year ended
                                                  December 31,
                                                      2001
                                                 ----------------

 Total revenue                                      $    613,070
                                                    ============
 Total expenses                                     $ 14,972,502
                                                    ============
 Net loss                                           $(14,359,432)
                                                    ============
 Pro forma basic and diluted net loss per share     $      (2.71)
                                                    ============
 Weighted average number of shares outstanding         5,291,403
                                                    ============


NOTE 8--ACQUISITION OF WELLCOMM GROUP, INC.

On February  6, 2002,  the Company  acquired  all of the issued and  outstanding
common stock of WellComm  Group,  Inc., as  stipulated  in the Merger  Agreement
dated January 28, 2002, as amended,  by issuing 1,488,000 shares of common stock
valued at  $9,746,400,  granting  112,000  options valued at $733,600 to acquire
common stock at a nominal exercise price and paying approximately  $2,200,000 in
cash.  In  addition,  the Company  issued  16,000  shares of common  stock to an
employee for  introducing the Company to WellComm valued at $104,800 and charged
to  operations.  The  aggregate  acquisition  price  amounted  to  approximately
$12,660,000.  The value of common  stock  issued and stock  options  granted was
determined based on the average market price of common stock immediately  before
and after the acquisition was agreed to and announced.  For accounting purposes,
the effective date of the acquisition is January 31, 2002.

WellComm was a disease management company that offered a wide array of expertise
including a nurse contact center  specializing  in disease  management,  triage,
health  information  surveys and research services for the healthcare  industry.
The  Company  acquired  WellComm in order to enhance  its  portfolio  of product
offerings by combining technology and services.

The  financial  statements  include the  operations of WellComm from February 1,
2002 forward.

The purchase  price  allocation  is based on a formal  valuation  prepared by an
independent  appraiser.  Of the total  purchase  price,  the  Company  allocated
approximately  $1,648,000 to non-compete covenants,  approximately $4,501,000 to
customer  relationships,  $311,000 to net assets  acquired with the remainder of
approximately  $6,200,000  assigned to goodwill.  Non-compete  covenants will be
amortized  on  a  straight-line   basis  over  a  four-year  life  and  customer
relationships will be amortized over a three-year life.


                                       49
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 8--ACQUISITION OF WELLCOMM GROUP, INC. (cont'd)

The following table  summarizes the estimated fair values of the assets acquired
and liabilities assumed at the acquisition date.

 Current assets                $   635,000
 Property and equipment            190,000
 Intangible assets               6,149,000
 Goodwill                        6,200,000
                               -----------
 Total assets acquired         $13,174,000
                               ===========

 Current liabilities           $   485,000
 Long term debt                     29,000
                               -----------
 Total liabilities assumed         514,000
                               -----------
 Net assets acquired           $12,660,000
                               ===========

The  following  unaudited  pro forma  results of  operations of the Company give
effect to the  acquisition of WellComm as though the acquisition was consummated
at the beginning of the year for each of the respective periods.
<TABLE>
<CAPTION>

                                                                            Year ended
                                                                            December 31,
                                                                 2002                  2001
                                                           -----------------      ---------------

<S>                                                            <C>                   <C>
     Total revenue                                            $    4,185,689       $    5,900,772
                                                           =================      ================
     Total expenses                                           $   13,688,289       $   20,063,645
                                                           =================      ================
     Net loss                                                 $   (9,502,600)      $  (14,162,873)
                                                           =================      ================
     Pro forma net loss per share:                            $        (1.03)      $        (2.09)
       Basic and Diluted
                                                           =================      ================
     Weighted average number of shares outstanding:                9,220,958            6,779,403
       Basic and Diluted                                   =================      ================

</TABLE>


NOTE 9--DEPOSIT ON ACQUISITION OF INTELLECTUAL PROPERTY

On March 9, 2001 the Company  entered into an  intellectual  property  letter of
intent   with   Disease   Management   Holdings,   Inc.,   doing   business   as
CardioContinuum,  a company in the  business  of  providing  disease  management
services to patients  suffering from cardiac  disease.  Among other things,  the
letter of intent  contemplated  a license by  CardioContinuum  to the Company of
certain protocols and workflows that facilitate  efficient treatment of patients
suffering from cardiac disease.  The letter of intent also  contemplated that an
outstanding  loan by the Company to  CardioContinuum  in the amount of $100,000,
and all accrued but unpaid interest thereunder,  as of January 8, 2001, would be
surrendered by the Company to  CardioContinuum  for  cancellation as an up front
license   payment   for   the   subject   intellectual    property.    Following
CardioContinuum's  2001 bankruptcy  filing, the Company wrote off the deposit on
the intellectual property since it would not have been able to realize any value
from the license and repayment of the note was unlikely. The deposit was charged
to operations during the year ended December 31, 2001.


                                       50
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 10--ACCRUED EXPENSES

Accrued expenses consist of the following at December 31, 2002:

                      Interest                       $ 317,712
                      Salaries                         385,869
                      Other                             39,570
                                                 --------------
                          Total                      $ 743,151
                                                 ==============


NOTE 11--CAPITAL LEASE OBLIGATIONS

In April 2000, the Company  acquired a telephone  system for $34,290 by entering
into capital lease  obligations  with interest at  approximately  10% per annum,
requiring 60 monthly payments of $731, which include principal and interest. The
related equipment secures the lease.

In October  2000,  the Company  acquired web hosting  equipment  for $107,288 by
entering into a capital lease  obligation with interest at  approximately 9% per
annum,  requiring 36 monthly  payments of $3,572,  which  include  principal and
interest. The related equipment secures the lease.

In July 2002,  the Company  acquired a new telephony  system for its call center
with a total cost of $107,709 by entering into a capital lease  obligation  with
interest  at  approximately  8% per  annum,  requiring  60 monthly  payments  of
approximately  $2,278,  which  includes  principal  and  interest.  The  related
equipment secures the lease.

The future minimum lease commitments under the capital leases as of December 31,
2002 are as follows:

     For the year ending December 31:
     -------------------------------

              2003                                                  $  77,228
              2004                                                     41,508
              2005                                                     35,660
              2006                                                     32,736
              2007                                                     15,946
                                                                --------------
              Total future payments                                   203,078
              Less amount representing interest                       (46,266)
                                                                --------------
              Present value of minimum lease payments                 156,812
              Less current portion                                     60,047
                                                                --------------
              Net long term portion                                 $  96,765
                                                                ==============

At December 31, 2002  equipment  under capital leases is carried at a book value
of $124,061.


                                       51
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 12--RELATED PARTIES TRANSACTIONS

2001 Related Party Transactions

During the year ended December 31, 2001, the Company's Chief Executive  Officer,
Chief Operating Officer and a key employee have periodically loaned funds to the
Company for working  capital.  As of December 31, 2001, the Company had borrowed
$739,598  net of certain  repayments  and the  conversion  discussed  below.  As
consideration  for  the  advances,  the  Company  issued  to  such  individuals,
detachable stock purchase  warrants to acquire an aggregate of 218,600 shares of
common stock at exercise prices ranging from $2.50 to $5 per share.  The Company
valued the detachable  warrants using the Black-Scholes  pricing model,  thereby
recording a charge to earnings for financing costs of $630,469.

In connection  with the Company's  Chief  Executive  Officer and Chief Operating
Officer  converting  a total of $618,663  of  advances  at $2.50 per share,  the
Company issued an aggregate of 247,465 shares of its common stock.

From  November 2000 through May 2001,  the Company  issued  several  convertible
promissory  notes with an aggregate  face amount of  $2,200,000.  Of such total,
$500,000 was from the  Company's  Chief  Executive  Officer and Chief  Operating
Officer during October 2000, which was subsequently  converted into common stock
as further discussed in Note 16.

As of December 31, 2001, a venture fund managed by the Company's Chief Executive
Officer  loaned the Company  $75,000 and  received  warrants to purchase  39,480
shares  of  common  stock  at  $.50  per  share.  (See  Note  14 for  additional
information.)

In connection with signing of their employment  agreements,  the Company's Chief
Executive  and Operating  Officers had each  purchased  from the Company  50,000
shares of common  stock for a purchase  price of $10 per share.  The shares were
purchased pursuant to a subscription  agreement and a note and pledge agreement.
Each note was for a principal amount of $499,750 (net of a $250 bonus),  bearing
interest at  approximately  6% per annum, and provided that the unpaid principal
amount was due in five equal annual installments beginning on December 29, 2001.
Effective during the second quarter 2001,  pursuant to board  resolutions,  such
notes and pledge agreements were canceled.  Further,  on April 10, 2001, each of
such executive  officers was granted 70,000  incentive stock options pursuant to
the Company's 2001 Equity Compensation Plan. Pursuant to FASB Interpretation No.
44,  variable  accounting  at the end of each interim  period must be applied to
50,000 of the 70,000  options  granted on April 10, 2001 since they are deemed a
re-price of the cancelled  pledge and note agreements.  Accordingly,  since fair
value of common  stock was $6.25 per share at December 31, 2001 and such options
have an exercise of $2.75 per share, the Company recorded the intrinsic value of
$3.50  or a  total  of  $350,000  as  compensation  expense  on  account  of the
re-pricing. The Company will continue to mark-to-market these options at the end
of each respective interim period until they are exercised.

On December  31,  2001,  the Company  issued  94,013  shares of common  stock in
connection  with the Chief  Executive  Officer  exercising  94,013  warrants  by
converting  $70,510  of advance  into  equity.  Such  warrants  were  granted in
connection with the salary deferment program.


                                       52
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 12--RELATED PARTIES TRANSACTIONS (cont'd)

2002 Related Party Transactions

At December 31, 2001, the Company had loans  outstanding  from certain  officers
amounting to  $739,598.  During the year ended  December  31, 2002,  the Company
borrowed  an  additional  $700,000  from other  officers  and a  relative  of an
officer.  During the year ended  December  31, 2002,  repayments  of these loans
amounted to $190,000.  At December 31, 2002,  $225,000 of the outstanding amount
has been classified as a current liability as it is due on demand and $1,024,598
has  been  classified  as a long  term  liability  as it is  subordinate  to the
convertible debenture.

Interest  expense  associated with related party loans and advances  amounted to
$79,735  and  $38,708  for  the  years  ended   December   31,  2002  and  2001,
respectively.


NOTE 13--CREDIT LINE

The Company, by virtue of acquiring WellComm, assumed a revolving line of credit
that allows the Company to borrow up to $300,108.  Amounts outstanding under the
line of credit bear  interest at 0.5% over the National  Prime Rate, as reported
by the Wall Street  Journal and are payable  monthly.  As of December  31, 2002,
$300,000  was  outstanding   under  the  line  of  credit.   WellComm's   assets
collateralize  the line of credit.  The line,  which was due on August 2002, has
been extended through April 30, 2003. The Company is in the process of extending
this line of credit.


NOTE 14--PROMISSORY NOTES PAYABLE

On March 2, 2001 the Company  entered  into an Amended and  Restated  Promissory
Note and Warrant  Purchase  Agreement  with Psilos  Group  Partners,  L.P.,  its
affiliates and a venture  capital fund managed by the Company's  Chief Executive
Officer (collectively, the "Psilos Investor Group") pursuant to which the Psilos
Investor  Group agreed to loan the Company up to $1,000,000.  As  consideration,
the Company  granted the Psilos  Investor Group  detachable  warrants to acquire
common stock at $0.50 per share. The loan bears interest at 8% per annum, with a
default  rate of 12% per  annum,  and is due five years  from  original  date of
issuance. As of December 31, 2002, the Psilos Investor Group funded an aggregate
of $692,809 of the  $1,000,000,  which sum is included in  promissory  notes and
debenture  payable on the accompanying  consolidated  balance sheet. The Company
also granted warrants to purchase 364,694 shares of common stock. These warrants
were  exercised  during  the first  quarter  of 2002 and the  Company  issued an
aggregate 340,317 shares of common stock, net of shares  surrendered as exercise
price.

The  Company  valued  the  issued  detachable  warrants  at  $459,854  using the
Black-Scholes  pricing model,  thereby allocating a portion of the proceeds from
the debt to the  warrants  utilizing  the  relevant  fair  value of the debt and
warrants to the actual  proceeds  from the debt.  This amount was  recorded as a
discount to the related  promissory  notes and netted  against the related debt.
Furthermore,  the  discount  is being  accreted  to  interest  expense  over the
five-year term of the underlying  promissory notes. For the years ended December
31,  2002 and 2001,  the amount  accreted  to  interest  expense was $90,708 and
$79,372,  respectively.  At December 31, 2002,  the carrying  value of the notes
amounted to  $403,037  and is included  in the  promissory  notes and  debenture
payable in the accompanying consolidated balance sheet.


                                       53
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 15--CONVERTIBLE DEBENTURE

The Company funded the cash portion of WellComm's acquisition price by selling a
6% convertible senior debenture in the aggregate  principal amount of $2,000,000
to Palladin Opportunity Fund LLC pursuant to a Purchase Agreement dated February
4, 2002. Pursuant to the Purchase  Agreement,  the Company also issued a warrant
to Palladin to purchase an  aggregate of up to 307,692  shares of common  stock.
The  outstanding  principal  and any accrued  interest  under the  debenture are
payable in full on or before  February 3, 2004.  Palladin  can also  convert the
outstanding  principal  and any accrued  interest at any time into common stock.
The  conversion  price (as of  February  3, 2003,  12 months  from  issuance  of
debenture) is $3.026 per share. The conversion price is subject to "reset" as of
the date that is 18  months  after the  issue  date.  On the date of reset,  the
conversion  price may be  reduced if the  average of closing  bid prices for the
common stock during a period of 20  consecutive  trading days ending on the date
which  immediately  precedes  the reset  date is less  than the then  applicable
conversion  price,  in which case, the reset  conversion  price will be reset to
equal such  average.  The warrant  entitles  Palladin to purchase  shares of the
Company's common stock at the price of $5.50 per share.

Pursuant to the Purchase Agreement,  Palladin also received a one-year option to
purchase an additional  6%  convertible  senior  debenture in the face amount of
$1,000,000 and an additional  warrant to purchase up to 153,846 shares of common
stock.  In  connection  with this  option,  the Company  recorded a liability of
$161,077,  which is being accreted to interest expense over the one-year life of
the option. For the year ended December 31, 2002, the Company amortized $147,654
to offset interest expense.

Finally,  pursuant  to a related  registration  rights  agreement,  the  Company
registered all of the shares of common stock  underlying the Palladin  debenture
and  warrant  in a  registration  statement  on Form  SB-2,  which was  declared
effective by the Securities and Exchange Commission in July 2002.

The  Company  valued  the  warrant  issued to  Palladin  at  $890,272  using the
Black-Scholes  pricing model,  thereby allocating a portion of the proceeds from
the debt to the warrant and the option using the relevant fair value of the debt
and warrant to the actual  proceeds  from the  debenture.  The Company  recorded
$890,272  as a discount  to the  debenture  and this  amount will be accreted to
interest expense over the life of the debenture. For the year ended December 31,
2002,  $408,041 of the discount was  accreted to interest  expense.  The Company
also  recorded  $434,798  of interest  expense  from  February  4, 2002  through
December  31,  2002  for  the  amortization  of the  portion  of the  beneficial
conversion  value of the  debenture.  The  amount  allocated  to the  beneficial
conversion feature was $948,651.  The beneficial conversion value represents the
difference  between  the fair market  value of the common  stock on the date the
debenture  was sold and the  price at which  the debt  could be  converted  into
common  stock.  As of December 31, 2002,  the  carrying  value of the  debenture
amounted to  $842,839  and is included  in the  promissory  notes and  debenture
payable in the accompanying  consolidated  balance sheet.  Lastly, in connection
with  facilitating the transaction with Palladin,  the Company recorded $416,610
of debt  issuance  costs  comprised of $130,000 of cash,  6,200 shares of common
stock valued at $40,610 and a warrant to acquire  40,000  shares of common stock
at $5.00 valued at $246,000 per share issued to a third party that  brokered the
transaction. These costs are being amortized over the life of the debenture. For
the year ended December 31, 2002, amortization expense amounted to $187,337.


                                       54
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



NOTE 16--CONVERTIBLE PROMISSORY NOTES PAYABLE

From  November 2000 through May 2001,  the Company  issued  several  convertible
promissory  notes with an aggregate  face amount of  $2,200,000.  Of such total,
$500,000  represented  bridge  financing  provided  to the  Company by its Chief
Executive  Officer and Chief  Operating  Officer in October 2000.  The principal
amount of these  promissory  notes and accrued and unpaid interest  thereon were
convertible  into common stock at $10.00 per share. The promissory notes were to
mature one year from the date of issuance  and bore  interest at 8% per annum or
12% per annum in an event of default.  Furthermore,  the  Company  issued to the
holders of the promissory  notes  detachable  warrants to purchase an additional
440,000 shares of common stock at an exercise price of $10.00.

The proceeds allocated to the detachable purchase warrants amounted to $845,650,
which was  arrived at using the  Black-Scholes  pricing  model.  Such amount was
recorded as a discount to the promissory  notes.  The discount has been accreted
as interest expense over the life of the underlying  promissory notes. As of May
15, 2001, the date the holders of the promissory  notes and the Company  entered
in to an Exchange  Agreement  discussed below, the Company accreted  $365,143 of
the discount to interest expense.

Pursuant to an Exchange Agreement dated May 14, 2001 between the Company and the
holders of the  promissory  notes,  the holders  agreed to exchange  $2,200,000,
representing the principal  amounts of the promissory  notes,  and $80,157,  the
interest accrued thereon through May 15, 2001, into common stock at the exchange
price of $2.50 per share. In addition,  as consideration  for the exchange,  the
Company  reset  the  exercise   price  of  the  warrants  to  $2.50  per  share.
Accordingly, the Company issued a total of 912,063 shares of common stock in the
exchange.  For  accounting  purposes,  the Company  recorded the  conversion  at
$2,551,784 (net of the  un-amortized  discount) into equity.  In connection with
the Company  reducing the conversion  price from $10.00 to $2.50 for the purpose
of inducing  note  holders to convert,  during the second  quarter,  the Company
recorded debt  conversion  costs  amounting to $794,219  which  represented  the
difference  between the adjusted  conversion  price and the fair market value of
the Company's securities on the date of conversion.


NOTE 17--COMMITMENTS AND CONTINGENCIES

Employment Agreements

The  Company is a party to various  employment  agreements  with  certain of its
officers and key employees.  Such employment  agreements  range between three to
five  years  with  annual  salaries  ranging  from  $100,000  to  $175,000.  The
aggregated annual minimum commitment under these agreement is $575,000.

Nature of Business

The Company is subject to risks and uncertainties  common to growing  technology
companies,  including rapid  technological  developments,  reliance on continued
development  and  acceptance  of  the  Internet  and  health  care  applications
utilizing the Internet, intense competition and a limited operating history.

Significant Customers

Financial instruments,  which may expose the Company to concentrations of credit
risk,  consist  primarily of accounts  receivable.  As of December 31, 2002, one
customer  represented 46% of the total accounts  receivable.  For the year ended
December 31, 2002, the Company had two unrelated customers,  which accounted for
42% and 30%,  respectively,  of total revenues.  For the year ended December 31,
2001, the Company had one unrelated  customer,  which accounted for 84% of total
revenues.


                                       55
<PAGE>



                          I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 17--COMMITMENTS AND CONTINGENCIES (cont'd)

Office Leases

During  October  1999,  the  Company  entered  into a  lease  agreement  for its
technology and product development  offices.  The lease was to expire on October
31, 2004 with annual rent of approximately  $162,000 before annual  escalations.
During  December 2001,  the Company was  successful in  negotiating  out of this
lease by entering into an  amendment\relocation  lease  agreement  with the same
landlord for materially less space.  The Company entered into an  eighteen-month
lease, which requires monthly payment of approximately $3,600.

During April 2000, the Company  entered into a lease agreement for its executive
offices.  The lease  expires  June,  2005 and requires  annual rent  payments of
approximately $150,000 before annual escalations.

During May 2002, the Company  entered into a lease agreement for its call center
located in Omaha,  Nebraska.  The lease expires during May 2007 with annual rent
of approximately $56,000 before annual escalations.

The Company's approximate future minimum annual rental payments including annual
escalations under the  non-cancelable  operating leases in effect as of December
31, 2002 are as follows:

            For the year ending December 31:
            -------------------------------

                     2003                 $  224,000
                     2004                    206,000
                     2005                    119,000
                     2006                     56,000
                     2007                     24,000
                                       -------------
                                          $  629,000
                                       =============



Rent  expense  for the  years  ended  December  31,  2002 and 2001  amounted  to
approximately $275,000 and $312,000, respectively.



                                       56
<PAGE>

                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 17--COMMITMENTS AND CONTINGENCIES (cont'd)

Threatened Litigation

In 1998, a former Chief  Executive  Officer,  stockholder and creditor of Health
Management  (the  "Plaintiff")  commenced  an action in New Jersey  state  court
against, among others, the present Chief Executive Officer of Health Management.
Health  Management is  identified  in the caption as a defendant.  The complaint
alleges breach of contract,  breach of fiduciary duty, breach of the covenant of
good faith and fair  dealing,  securities  fraud,  common  law fraud,  negligent
misrepresentation and racketeering activity. See Nazir Memon v. Frank Martin, et
al,  CAM-L-04026-98.  The  allegations  in this action  reference  circumstances
relating to Health  Management's  prior line of business of  physician  practice
management. In 1999, the court entered two orders dismissing the action "without
prejudice" for procedural reasons.  Furthermore, in 1999 the Plaintiff filed for
bankruptcy protection. As part of the bankruptcy proceedings, the Plaintiff, the
present Chief Executive Officer and Health Management entered into a stipulation
limiting the period within which the  Plaintiff can bring a new action  alleging
Plaintiff's claims.  Plaintiff sought to reactivate his prior state court action
in January  2001  (within the  stipulated  period),  rather than  commence a new
action. The stipulated time period for commencing a new action has expired.

By  Opinion-Letter/Order  dated August 22, 2001, the New Jersey  Superior Court,
Civil Division,  ruled in favor of I-trax by barring Plaintiff from reactivating
the civil action by the  bankruptcy  stipulation.  By order date March 10, 2003,
the New Jersey Superior  Court,  Appellate  Division  likewise ruled in favor of
I-trax by affirmed the lower court decision.  At this time, this matter has been
finally  resolved in favor of I-trax because  Plaintiff has exhausted all rights
to appeal.

Profit Sharing Plan

The Company maintains a 401(k) profit sharing plan covering qualified employees,
which includes  employer  participation in accordance with the provisions of the
Internal Revenue Code. The plan allows participants to make pretax contributions
and the Company to match certain percentages of employee contributions depending
on a number of factors,  including  the  participant's  length of  service.  The
profit sharing portion of the plan is  discretionary  and  noncontributory.  All
amounts  contributed to the plan are deposited into a trust fund administered by
an  independent  trustee.  As of  December  31,  2002,  the  Company has made no
contributions.

Risk Based Contracts

The Company  enters into  risk-based  contracts  in certain  disease  management
arrangements. These contracts are generally for terms of three to five years and
provide that a percentage of the  Company's  fees may be refunded to a client if
the  Company  does not save the  client a  certain  percentage  of the  expenses
incurred by individuals  whose health is managed by the Company.  As of December
31, 2002, the Company had not entered into these types of contracts.

NOTE 18--PROVISION FOR INCOME TAXES

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus  deferred  taxes
related to differences  between the financial  statement and tax bases of assets
and  liabilities  for financial  statement  and income tax  reporting  purposes.
Deferred tax assets and liabilities represent the future tax return consequences
of these  temporary  differences,  which will either be taxable or deductible in
the year when the assets or liabilities  are recovered or settled.  Accordingly,
measurement  of the  deferred  tax assets and  liabilities  attributable  to the
book-tax basis differentials are computed at a rate of 34% federal and 6% state.


                                       57
<PAGE>

                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 18--PROVISION FOR INCOME TAXES (cont'd)

As of December  31, 2002,  the Company had deferred tax assets of  approximately
$8,011,000   resulting  from  temporary   differences  and  net  operating  loss
carry-forwards  of  approximately  $19,036,000,  which are  available  to offset
future taxable income, if any, through 2017. As utilization of the net operating
loss  carry-forwards and temporary  difference is not assured,  the deferred tax
asset  has  been  fully  reserved  through  the  recording  of a 100%  valuation
allowance.

The tax effects of temporary differences,  loss carry-forwards and the valuation
allowance that give rise to deferred income tax assets are as follows:
<TABLE>
<CAPTION>


                                                                                     December 31,
                                                                                         2002
                                                                                   ---------------
           Temporary differences:

<S>                                                                                  <C>
                 Fair value of warrants                                              $   451,000
                 Compensation not currently deductible                                 1,088,000
                 Net operating losses                                                  6,472,000
                 Less valuation allowance                                             (8,011,000)
                                                                                   ---------------
                    Deferred tax assets                                              $         0
                                                                                   ===============

           The  reconciliation  of the effective  income tax rate to the federal
           statutory  rate for the years ended  December 31, 2002 and 2001 is as
           follows:

                 Federal income tax rate                                                   (34.0)%
                 Change in valuation allowance on net operating carry-forwards              34.0
                                                                                   ---------------
                    Effective income tax rate:                                               0.0 %
                                                                                   ===============
</TABLE>

NOTE 19--STOCKHOLDERS' EQUITY

Amendment of the Company's Certificate of Incorporation

The Company amended its Certificate of Incorporation to increasing the number of
authorized shares of common stock from 50,000,000 to 100,000,000  shares on June
4, 2001. The holders of the majority of the Company's then outstanding shares of
common stock approved this amendment on May 21, 2001.

Unclaimed Shares and Reverse Stock Split Adjustment

The Company has been unable to locate one stockholder entitled to receive common
stock as a result of a 1999  merger.  Accordingly,  the  Company  has  cancelled
45,141  unclaimed  shares of common stock.  In connection with a 1-for-5 reverse
stock split, the Company paid  stockholders  cash for all fractional shares that
resulted from the reverse stock split.  Accordingly,  a total of 191 shares were
cashed out.


                                       58
<PAGE>
                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 19--STOCKHOLDERS' EQUITY (cont'd)

2001 Issuances of Common Stock and Warrants

In connection  with the issuance of the  promissory  notes payable  discussed in
Note 14, the Company  granted the Psilos Investor Group  detachable  warrants to
acquire  0.5264 shares of common stock at $.50 per share for each $1 of the face
amount of the loan. As of December 31, 2002,  the Psilos  Investor  Group (which
includes a venture fund managed by the Company's Chief Executive Officer) funded
an aggregate  of $692,809 of the  $1,000,000  and received  warrants to purchase
364,695  shares of common  stock.  The Company  valued the  detachable  warrants
issued at $459,854 using the Black-Scholes  pricing model,  thereby allocating a
portion of the  proceeds  from the debt to the warrants  utilizing  the relevant
fair value of the debt and warrants to the actual  proceeds from the debt.  This
amount was  recorded as a discount to the  related  promissory  notes and netted
against the related debt.

Effective  as of June 25,  2001,  the Company  completed a private  placement of
440,000 shares of its common stock at $2.50,  yielding to the Company a total of
$1,100,000.  As consideration for completing the private placement,  the Company
issued to the  participating  investors  detachable  stock purchase  warrants to
acquire a total of 110,000  shares of common stock at an exercise price of $5.00
per share.

In connection with signing of their employment  agreements,  the Company's Chief
Executive  and  Operating  Officers  had  purchased  from the Company a total of
100,000 shares of common stock for a purchase price of $10 per share. The shares
were being purchased pursuant to a subscriptions agreement and a note and pledge
agreement.  The note  was for a  principal  amount  of  $999,500  (net of a $500
bonus),  bearing  interest at  approximately 6% per annum, and provided that the
unpaid principal amount was due in five equal annual  installments  beginning on
December  29,  2001.   During  the  second  quarter  2001,   pursuant  to  board
resolutions,  such notes and pledge agreements were canceled.  Thereafter,  such
executive  officers were granted an aggregate of 140,000 incentive stock options
pursuant  to the  Company's  2001  Equity  Compensation  Plan.  Pursuant to FASB
Interpretation 44, variable accounting at the end of each interim period must be
applied to such  options  since they are deemed a  re-pricing  of the  cancelled
pledge and note agreements.  Accordingly,  since the fair market value of common
stock was $6.25 per share at December 31, 2001 and such options have an exercise
of $2.75 per share, the Company recorded the intrinsic value of $3.50 per option
or $350,000 of compensation expense. The Company will continue to mark-to-market
these  options  at the end of each  respective  interim  period  until  they are
exercised.  In connection with the  re-pricing,  for the year ended December 31,
2002, the Company reversed a charge amounting to $250,000 for the mark-to-market
comparison.

Effective as of June 25, 2001 and pursuant to an Exchange  Agreement dated as of
May 14, 2001 between the Company and the holders of the  convertible  promissory
notes as discussed in Note 16, the holders  agreed to exchange  $2,200,000,  the
principal  amount of the promissory  notes,  and $80,157,  the interest  accrued
thereon effective as of May 15, 2001, into common stock at the exchange price of
$2.50 per share.  Accordingly,  during the second quarter,  the Company issued a
total of  912,063  shares  of common  stock  for  conversion  of such  debt.  In
addition,  as consideration  for the conversion,  the Company reset the exercise
price of 440,000 warrants  previously  issued to such holders to $2.50 per share
from $10.00.  For accounting  purposes,  the Company  recorded the conversion at
$2,551,784  (net of un-amortized  discount) into equity.  In connection with the
Company reducing the conversion price from $10.00 to $2.50, the Company recorded
debt  conversion  costs amounting to $794,219,  which  represents the difference
between the adjusted conversion price and the fair market value of the Company's
securities on the date of conversion.


                                       59
<PAGE>

                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 19--STOCKHOLDERS' EQUITY (cont'd)

2001 Issuances of Common Stock and Warrants (cont'd)

During 2001, the Company's  Chief Executive and Operating  Officers,  and a Vice
President  of Sales (and a  shareholder),  lent the  Company  funds for  working
capital  purposes.  At various  dates during the year,  the officers  elected to
convert a portion of their advances to the Company into equity. As consideration
for the advances, the Company granted such individuals detachable stock purchase
warrants to acquire  218,600  shares of common stock at exercise  prices ranging
from $2.50 to $5 per share. The Company valued the detachable warrants issued to
such individuals  using the  Black-Scholes  pricing model,  thereby  recording a
charge to earnings for financing costs of $630,469.  Lastly,  the Company issued
an  aggregate  of  247,465  shares of common  stock to its Chief  Executive  and
Operating  Officer in exchange for the conversion of a portion of their advances
amounting to $618,663.

During  November  and  December of 2001,  pursuant to a private  placement,  the
Company  sold an  aggregate  of  842,395  shares  of  common  stock for cash and
services for $2,042,958, net of $50,640 of direct costs.

During 2001,  pursuant to various agreements and board resolutions,  the Company
issued an aggregate of 120,307 shares of common stock to various consultants for
consideration  of  services  received.  The common  stock was valued at the fair
market value of the stock on the date of issuance or $907,598 in the  aggregate.
In addition,  in July 2001, the Company granted an investment banker 36,000 five
year  warrants  with an exercise  price of $3.75 for services  from July 2001 to
July 2002.  The  Company  valued  such  warrants  at $72,000  by  utilizing  the
Black-Scholes  pricing model. Pursuant to EITF 96-18, the Company, at the end of
each reporting  period,  must apply variable  accounting  treatment and re-value
these  warrants.  As of December  31,  2001,  the  Company  recorded a charge to
earnings  of  $33,300  as an  investor  relations  expense.  For the year  ended
December 31, 2002, the Company  recorded a net reduction of $18,900 for investor
relations as a result of re-valuating the warrants on a quarterly basis.

Effective December 31, 2001, the Company terminated the salary deferment program
and granted each participant as consideration  for participating in the program,
one warrant for each dollar  deferred with exercise prices ranging between $2.50
to $5.00.  Accordingly,  the Company granted  142,197  warrants with an exercise
price of $2.50 each and 20,541  warrants  with an exercise  price of $5.00 each.
Additionally,  individuals  were given the option to convert the actual deferred
salaries  into  warrants  with an exercise  price of $.75 or elect to be paid in
cash over time. As of December 31, 2001,  the Company had accrued  $1,038,876 of
deferred  salary of which  $814,595 was  converted  into equity by granting such
individuals  465,483  warrants  exercisable  at $.75.  Accordingly,  the Company
granted an aggregate of 628,220 warrants for which it utilized the Black-Scholes
pricing  model  resulting  in an  additional  charge to earnings  of  $3,100,635
representing additional compensation cost.

On December 31, 2001,  the  Company's  issued  94,013  shares of common stock in
connection  with the Chief  Executive  Officer  exercising  94,013  warrants  by
converting  $70,510  of advance  into  equity.  Such  warrants  were  granted in
connection with the salary deferment program as discussed above.

As of December 31, 2001,  the total number of warrants  outstanding  amounted to
1,703,502 with exercise prices ranging from $.50 to $5.00.


                                       60
<PAGE>

                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 19--STOCKHOLDERS' EQUITY (cont'd)

2002 Issuance of Common Stock and Warrants

In connection with the sale of the $2,000,000 debenture, the Company also issued
a warrant to Palladin to purchase an aggregate of up to 307,692 shares of common
stock at the price of $5.50  per  share.  The  Company  valued  the  warrant  at
$890,272 using the Black-Scholes  pricing model, thereby allocating a portion of
the proceeds  from the debt to the Warrant  using the relevant fair value of the
debt and  warrants  to the  actual  proceeds  from the  debenture.  The  Company
recorded  $890,272  as a  discount  to the  debenture  and this  amount  will be
accreted to interest  expense over the life of the  debenture.  The Company also
recorded  $434,798 of interest  expense for the year ended December 31, 2002 for
amortization  of the beneficial  conversion  value over the two year life of the
debenture.

On February  6, 2002,  the Company  acquired  all of the issued and  outstanding
common stock of WellComm as stipulated in the Merger Agreement dated January 28,
2002, as amended, by issuing 1,488,000 shares of common stock,  granting 112,000
options to acquire  common  stock at a nominal  price and paying  $2,175,056  in
cash.

In connection with facilitating the transaction with Palladin,  the Company paid
$130,000,  issued  6,200  shares of common stock valued at $40,610 and granted a
warrant to acquire  40,000  shares of common stock at $5.00 per share to a third
party that brokered the transaction. Lastly, the Company issued 16,000 shares of
common stock valued at $104,800 to an employee  for  introducing  the Company to
WellComm.  The  Company  has valued  the  shares at the  market  price on day of
issuance or $145,408 and has valued the  warrants  utilizing  the  Black-Scholes
option-pricing model or $246,000.

During  January  2002,  the Company sold in a private  placement an aggregate of
22,000 shares of common stock for $47,850,  net of $7,150 of direct costs.  This
private  placement was commenced in November 2001.  Additionally,  pursuant to a
private placement commenced in February 2002, the Company sold 505,500 shares of
common stock,  yielding  proceeds of  $1,895,626.  In  connection  with the fund
raising efforts from an existing  stockholder,  the Company issued 13,333 shares
as consideration to such stockholder.

During the year ended  December 31,  2002,  pursuant to various  agreements  and
board  approvals,  the Company  issued an aggregate  of 23,708  shares of common
stock and granted 60,000 warrants to various  consultants for services  received
and for  settlement of debt. The common stock was valued at fair market value on
the date of  issuance  or  $114,167  in the  aggregate,  which  was  charged  to
operations.  The warrants were valued utilizing the Black-Scholes  option-model.
Accordingly, the Company recorded a charge of $222,000 for investor relations as
a result of granting such warrants.

During the year ended  December 31, 2002,  the Company  charged  operations  for
$163,200 related to the issuance of options to a former employee.


                                       61
<PAGE>

                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 19--STOCKHOLDERS' EQUITY (cont'd)

2002 Issuances of Common Stock and Warrants (cont'd)

Effective  October 31, 2002, the Company and one of its customers entered into a
three year Joint Marketing  Agreement.  Under this  agreement,  each party will,
using its  reasonable  discretion,  market  to its  clients  the  other  party's
products and services.  In connection  with the agreement,  the Company  granted
UICI, a New York Stock Exchange Company,  a seven-year  warrant to acquire up to
400,000 shares of common stock at $5.50 per share. The Company and UICI are also
parties to a license and  maintenance  agreement  entered into on September  30,
2002, pursuant to which the Company granted UICI an exclusive license to certain
software in the student market and a non-exclusive  license to such software for
use by UICI for its other businesses.  The Company,  utilizing the Black-Scholes
option-pricing model, has valued such warrant at approximately $1,360,000.  Such
amount has been capitalized and it will be amortized on a monthly basis over the
life of the agreement of three years.  For the year ended December 31, 2002, the
Company has charged $75,555.

During the year ended  December  31,  2002,  a total of  380,960,  warrants  and
options  were  exercised  and  accordingly,  the Company  issued an aggregate of
355,424 shares of common stock, net of shares surrendered as exercise price.

The  following  table  summarizes  the  Company's  activity as it relates to its
warrants for the year ended December 31, 2002:

    Balance outstanding at January 1,2002                1,703,493
    Quarter ended March 31, 2002
             Granted                                       347,692
             Exercised                                    (376,232)
                                                ------------------
    Balance outstanding at March 31, 2002                1,674,953
    Quarter ended June 30, 2002
             Granted                                            --
             Exercised                                          --
                                                ------------------
    Balance outstanding at June 30, 2002                 1,674,953
    Quarter ended September 30, 2002
             Granted                                            --
             Exercised                                          --
                                                ------------------
    Balance outstanding at September 30, 2002            1,674,953
    Quarter ended December 31, 2002
             Granted                                       460,000
             Exercised                                      (2,000)
                                                ------------------
    Balance outstanding at December 31, 2002             2,132,953
                                                ==================

Outstanding warrants are exercisable at prices ranging from $.75 to $5.50.



                                       62
<PAGE>

                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 20--STOCK OPTIONS

Equity Compensation Plans and Non-Plan Stock Options

The Company has two equity  compensation  plans,  which were adopted in 2000 and
2001.  The  purpose of the plans is to  provide  the  opportunity  for grants of
incentive  stock options,  nonqualified  stock options and  restricted  stock to
employees of the Company and its subsidiaries,  certain consultants and advisors
who  perform  services  for the  Company or its  subsidiaries  and  non-employee
members  of the  Company's  Board  of  Directors.  The  2001  plan  has  several
additional  features,  including,  a salary investment option grant program that
permits  eligible  employees to reduce their  salary  voluntarily  as payment of
two-thirds  of the fair  market  value of the  underlying  stock  subject to the
option,  with the  remaining  one-third of the fair market value  payable as the
exercise price for the option and, if specifically implemented,  automatic grant
program  for  non-employee  members  of  the  Board  of  Directors  at  periodic
intervals.

There are 600,000 shares of common stock  authorized for issuance under the 2000
plan and 1,200,000 shares of common stock authorized for issuance under the 2001
plan. The number of shares authorized for issuance under the 2001 plan increases
automatically  on the first day of each year  beginning with the year 2002 by an
amount  equal to the lesser of (a) three  percent of the shares of common  stock
then outstanding and (b) 200,000 shares. As a result, effective January 1, 2002,
the number of shares of common stock  available for issuance under the 2001 plan
increased from 1,000,000 to 1,200,000.

The maximum  aggregate  number of shares of common  stock that can be granted to
any individual during any calendar year is 70,000 under the 2000 plan and 80,000
and under the 2001 plan.

         2000 Plan Grants

As of December 31, 2002, an aggregate of 430,134 options were outstanding  under
the 2000 plan.  Exercise  prices of these options range from $5.00 to $10.00 per
share (depending on the fair market value of the stock on the date of grant).

         2001 Plan Grants

As of December 31, 2002, an aggregate of 841,668 options were outstanding  under
the 2001  plan.  Exercise  prices of these  options  range  from  $2.75 to $6.25
(depending on fair market value of the stock on the date of grant).

         Non-Plan Stock Option Grants

As of December 31,  2002,  the Company had  outstanding  an aggregate of 439,000
options  outside of any stock option plan with exercise prices ranging from $.01
to $10.00 per share  (depending on fair market value of the stock on the date of
grant).


                                       63
<PAGE>
                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


NOTE 20--STOCK OPTIONS (cont'd)

The table below  summaries the activity in the Company's  stock option plans for
the years ended December 31, 2001 and 2002:
<TABLE>
<CAPTION>


                                                     Non-Qualified          Non-Plan
                              Incentive Options         Options           Non-Qualified            Total
                                                                             Options
   ------------------------- -------------------- -------------------- -------------------- --------------------
   Outstanding as of
<S>                                      <C>                  <C>                   <C>                 <C>
   January 1, 2001                       343,000              180,445               89,000              612,445
   Granted                               120,500              346,926              120,000              587,426
                             -------------------- -------------------- -------------------- --------------------
   Outstanding as of
   December 31, 2001                     463,500              527,371              209,000            1,199,871
   Granted                               342,878               95,700              230,000              668,578
   Exercised                                  --              (2,727)                   --              (2,727)
   Forfeited/Expired                    (70,549)             (84,371)                   --            (154,920)
                             -------------------- -------------------- -------------------- --------------------
   Outstanding as of
   December 31, 2002                     735,829              535,973              439,000            1,710,802
                             ==================== ==================== ==================== ====================
   Vesting Dates:
          December 31, 2003              179,342              137,670               75,834              392,846
          December 31, 2004              119,641               27,667               39,168              186,476
          December 31, 2005               68,048               19,335               26,668              114,051
          December 31, 2006               10,000                   --                   --               10,000
          December 31, 2007                   --                   --                   --                   --
                 Thereafter                   --                   --               20,000               20,000

</TABLE>

As of December  31,  2002,  there were  outstanding  an  aggregate of 987,429 of
exercisable  plan and non-plan options with exercise prices ranging from $.01 to
$10.00.

The  weighted  average  fair  value of  options  granted  during  the year ended
December 31, 2002 amounted to $2,456,385.

For the year ended December 31, 2002 and 2001, the Company recorded $163,000 and
$29,741, respectively, of compensation.


NOTE 21--SUBSEQUENT EVENTS

Agreement to Acquire DxCG, Inc.

On November 8, 2002,  the Company  entered  into a merger  agreement  to acquire
DxCG, Inc. for a total purchase price of approximately $10,000,000, of which the
Company intended to pay $6,000,000 in cash and $4,000,000 in common stock. Under
the terms of this  agreement and at the time this  agreement  was executed,  the
Company deposited  $200,000 into an escrow account.  This sum was intended to be
released to DxCG if DxCG  terminated  the merger  agreement  because the Company
failed to satisfy certain conditions to closing, including third party financing
for the cash  portion of the  purchase  price.  The  Company  did not secure the
financing.


                                       64
<PAGE>

                         I-TRAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 21--SUBSEQUENT EVENTS (cont'd)

Related Party Transactions

During February 2003,  pursuant to a promissory note, the former Chief Executive
Officer of WellComm, now a member of the Company's Board of Directors,  advanced
$200,000 to the Company for working capital. The loan carries interest at 8% per
year and it matures during February 2004.

During the three months ended March 31, 2003, the Company's  Chief Executive and
Operating  Officers,  along  with  certain  stockholders  advanced  the  Company
$540,000 for working  capital.  The  Company's  Chief  Executive  and  Operating
Officers  have  committed  to continue to fund the  Company  until it  generates
positive cash flow from  operations and raises  additional  funds in the private
placement described below, but at least through January 1, 2004.

Private Placement Memorandum

During March 2003, the Company  commenced a private  placement in order to raise
additional  funds.  The  Company is offering  to sell up to  1,000,000  Units of
equity securities,  each consisting of one share of common stock and one warrant
to acquire one share of common stock.


                                       65
<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         There are no changes and  disagreements  with accountants on accounting
or financial disclosure.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16 (a) OF THE EXCHANGE ACT

         See the information set forth in the section  entitled  "Proposal No. 1
Election of Directors" in I-trax's  Proxy  Statement for the 2003 Annual Meeting
of Stockholders to be filed with the Securities and Exchange  Commission  within
120 days after the end of the Company's fiscal year ended December 31, 2002 (the
"2003 Proxy Statement"), which is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

         See the  information  set  forth  in the  section  entitled  "Executive
Compensation"  in the 2003  Proxy  Statement,  which is  incorporated  herein by
reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         See  the  information  set  forth  in the  section  entitled  "Security
Ownership  of  Certain  Beneficial  Owners  and  Management"  in the 2003  Proxy
Statement, which is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         See  the  information  set  forth  in  the  section  entitled  "Certain
Relationships  and Related  Transactions" in the 2002 Proxy Statement,  which is
incorporated herein by reference.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

   NUMBER    EXHIBIT TITLE
   ------    -------------

      2.1   Agreement and Plan of Merger dated December 14, 1999 between
            I-Trax.com, Inc. and Member-Link Systems, Inc. (Incorporated by
            reference to Exhibit 2.1 to I-Trax.com, Inc.'s Registration
            Statement on Form 10-SB, Registration No. 000-30275, filed on April
            10, 2000.)

      2.2   Form of Agreement and Plan of Merger by and among I-Trax.com, Inc.,
            I-trax, Inc. and I-Trax.com Acquisition Co. (Exhibit A to the
            prospectus incorporated in I-trax, Inc.'s Registration Statement on
            Form S-4, Registration No. 333-48862, filed on October 27, 2000.)

      2.3   Merger Agreement dated as of January 28, 2002 by and among I-trax,
            Inc., WC Acquisition, Inc., WellComm Group, Inc., John Blazek and
            Carol Rehtmeyer. (Incorporated by reference to Exhibit 2.1 to
            I-trax, Inc.'s Current Report on Form 8-K, filed on February 20,
            2002.)

      2.4   Amendment dated as of February 5, 2002 to Merger Agreement dated as
            of January 28, 2002 by and among I-trax, Inc., WC Acquisition, Inc.,
            WellComm Group, Inc., John Blazek and Carol Rehtmeyer. (Incorporated
            by reference to Exhibit 2.2 to I-trax, Inc.'s Current Report on Form
            8-K, filed on February 20, 2002.)


                                       66
<PAGE>


      3.1   Certificate of Incorporation of I-trax, Inc. filed September 15,
            2000 (Incorporated by reference to Exhibit 3.1 to I-trax, Inc.'s
            Registration Statement on Form S-4, Registration No. 333-48862,
            filed on October 27, 2000.)

      3.2   Certificate of Amendment to Certificate of Incorporation of I-trax,
            Inc. filed June 4, 2001. (Incorporated by reference to Exhibit 3.2
            to I-trax, Inc.'s Annual Report on Form 10-KSB for the fiscal year
            ended December 31, 2001, filed on April 4, 2002.)

      3.3   Certificate of Amendment to Certificate of Incorporation of I-trax,
            Inc. filed on January 2, 2003.

      3.4   By-laws of I-trax, Inc. (Incorporated by reference to Exhibit 3.2 to
            I-trax, Inc.'s Registration Statement on Form S-4, Amendment No.1,
            Registration No. 333-48862, filed on December 22, 2000.)

      4.1   Form of Common Stock certificate of I-trax, Inc.'s Common Stock.
            (Incorporated by reference to Exhibit 4.1 to I-trax, Inc.'s Annual
            Report on Form 10-KSB for the fiscal year ended December 31, 2001,
            filed on April 4, 2002.)

      4.2   6% Convertible Senior Debenture dated February 4, 2002 issued by
            I-trax, Inc. to Palladin Opportunity Fund LLC. (Incorporated by
            reference to Exhibit 4.1 to I-trax, Inc.'s Current Report on Form
            8-K, filed on February 8, 2002.)

      10.1  Office Lease dated October 22, 1999 by and between Reston Plaza I &
            II, LLC and Member-Link Systems, Inc. (Incorporated by reference to
            Exhibit 10.3 to I-Trax.com, Inc.'s Registration Statement on Form
            10-SB, Registration No. 000-30275, filed on April 10, 2000.)

      10.2  Amendment Office Lease (Relocation) made as of January 31, 2002 by
            and between TMT Reston I & II, Inc. (as successor to Reston Plaza I
            & II, LLC) and I-trax Health Management Solutions, Inc. (as
            successor to Member-Link Systems, Inc.). (Incorporated by reference
            to Exhibit 10.2 to I-trax, Inc.'s Annual Report on Form 10-KSB for
            the fiscal year ended December 31, 2001, filed on April 4, 2002.)

      10.3  Lease Agreement dated April 10, 2000 between I-Trax.com, Inc. and
            OLS Office Partners, L.P. (Incorporated by reference to Exhibit 10.1
            to I-Trax.com, Inc.'s Quarterly Report Form 10-QSB for the quarter
            ended June 30, 2000, filed on August 15, 2000.)

      10.4  Lease Agreement dated May 28, 2002, between I-trax, Inc. and F & J
            Enterprises, Inc. dba Bedford Plaza. (Incorporated by reference to
            Exhibit 10.23 to I-trax, Inc.'s Registration Statement on Form SB-2,
            Amendment No. 1, Registration No. 333-87134, filed on December 22,
            2000.)

      10.5  Contribution and Exchange Agreement dated as of September 22, 2000
            by and among I-Trax.com, Inc., I-trax, Inc., iSummit Partners LLC
            (d/b/a MyFamilyMD), and Stuart Ditchek, A. David Fishman, and
            Granton Marketing Nederland BV. (Incorporated by reference to
            Exhibit 10.7 to I-trax, Inc.'s Registration Statement on Form S-4,
            Registration No. 333-48862, filed on October 27, 2000.)

      10.6  Side Letter Agreement dated September 22, 2000 to the Contribution
            and Exchange Agreement dated as of September 22, 2000 by and among
            I-Trax.com, Inc., I-trax, Inc., iSummit Partners, LLC (d/b/a
            MyFamilyMD), and Stuart Ditchek, A. David Fishman, and Granton
            Marketing Nederland BV. (Incorporated by reference to Exhibit 10.8
            to I-trax, Inc.'s Registration Statement on Form S-4, Registration
            No. 333-48862, filed on October 27, 2000.)


                                       67
<PAGE>


      10.7  Amendment, effective as of February 7, 2001, to the Contribution and
            Exchange Agreement by and among I-Trax.com, Inc. and I-trax, Inc.,
            on the one hand, and Stuart Ditchek, A. David Fishman, Granton
            Marketing Nederland BV and iSummit Partners, LLC (d/b/a MyFamilyMD),
            on the other hand, dated as of September 22, 2000. (Incorporated by
            reference to Exhibit 10.1 to I-trax, Inc.'s Current Report on Form
            8-K, filed on February 22, 2001.)

      10.8  Amendments, effective as of December 31, 2001, to the Contribution
            and Exchange Agreement by and among I-Trax.com, Inc. and I-trax,
            Inc., on the one hand, and Stuart Ditchek, A. David Fishman, Granton
            Marketing Nederland BV and iSummit Partners, LLC (d/b/a MyFamilyMD),
            on the other hand, dated as of September 22, 2000. (Incorporated by
            reference to Exhibit 10.7 to I-trax, Inc.'s Annual Report on Form
            10-KSB for the fiscal year ended December 31, 2001, filed on April
            4, 2002.)

      10.9  Employment Agreement entered into on September 28, 2000, effective
            as of January 1, 2000 between I-Trax.com, Inc. and David C.
            McCormack. (Incorporated by reference to Exhibit 10.15 to I-trax,
            Inc.'s Registration Statement on Form S-4, Registration No.
            333-48862, filed on October 27, 2000.)

      10.10 Employment Agreement effective as of December 29, 2000 between
            I-trax Health Management Solutions, Inc. (f/k/a I-Trax.com, Inc.)
            and Frank A. Martin. (Incorporated by reference to Exhibit 10.17 to
            I-trax Health Management Solutions, Inc. (f/k/a I-Trax.com, Inc.)
            Annual Report on Form 10-KSB for the fiscal year ended December 31,
            2000, filed on April 2, 2001.)

      10.11 Employment Agreement effective as of December 29, 2000 between
            I-trax Health Management Solutions, Inc. (f/k/a I-Trax.com, Inc.)
            and Gary Reiss. (Incorporated by reference to Exhibit 10.19 to
            I-trax Health Management Solutions, Inc. (f/k/a I-Trax.com, Inc.)
            Annual Report on Form 10-KSB for the fiscal year ended December 31,
            2001, filed on April 2, 2001.)

      10.12 Consulting Agreement dated as of July 1, 2002, as amended, between
            I-trax, Inc. and William S. Wheeler. (Incorporated by reference to
            Exhibit 10.1 to I-trax, Inc.'s Quarterly Report on Form 10-QSB for
            the quarter ended September 30, 2002, filed on November 14, 2002.)

      10.13 I-Trax.com, Inc. 2000 Equity Compensation Plan. (Incorporated by
            reference to Exhibit 10.16 to I-Trax.com's Registration Statement on
            Form 10-SB, Registration No. 000-30275.)

      10.14 I-trax, Inc. 2001 Equity Compensation Plan. (Incorporated by
            reference to Attachment to I-trax's 2001 Preliminary Proxy Statement
            on Schedule 14A, filed on April 20, 2001.)

      10.15 Amended and Restated Amended and Restated Promissory Note and
            Warrant Purchase Agreement dated as of March 2, 2001 among I-trax,
            Inc. and the Lenders (as defined therein) including form of Stock
            Purchase Warrant issued to Lenders attached thereto as Exhibit A and
            form of Stock Purchase Warrant issued to Lenders attached thereto as
            Exhibit B. (Incorporated by reference to Exhibit 10.21 to I-trax,
            Inc.'s Annual Report on Form 10-KSB for the fiscal year ended
            December 31, 2000, filed on April 2, 2001.)

      10.16 Purchase Agreement dated as of February 4, 2002 between I-trax, Inc.
            and Palladin Opportunity Fund LLC. (Incorporated by reference to
            Exhibit 10.1 to I-trax, Inc.'s Current Report on Form 8-K, filed on
            February 8, 2002.)


                                       68
<PAGE>


      10.17 Registration Rights Agreement dated as of February 4, 2002 between
            I-trax, Inc. and Palladin Opportunity Fund LLC. (Incorporated by
            reference to Exhibit 10.2 to I-trax, Inc.'s Current Report on Form
            8-K, filed on February 8, 2002.)

      10.18 Warrant to Purchase Common Stock of I-trax, Inc. dated February 4,
            2002 issued by I-trax, Inc. to Palladin Opportunity Fund LLC.
            (Incorporated by reference to Exhibit 10.3 to I-trax, Inc.'s Current
            Report on Form 8-K, filed on February 8, 2002.)

      10.19 Registration Rights Agreement dated as of February 5, 2002 by and
            among I-trax, Inc., and John Blazek, as an attorney-in-fact, for
            each stockholder of WellComm Group, Inc. (Incorporated by reference
            to Exhibit 10.1 to I-trax, Inc.'s Current Report on Form 8-K, filed
            on February 20, 2002.)

      10.20 Employment Agreement dated as of February 5, 2002 between I-trax
            Health Management Solutions, Inc. and John Blazek. (Incorporated by
            reference to Exhibit 10.2 to I-trax, Inc.'s Current Report on Form
            8-K, filed on February 20, 2002.)

      10.21 Employment Agreement dated as of February 5, 2002 between I-trax
            Health Management Solutions, Inc. and Carol Rehtmeyer. (Incorporated
            by reference to Exhibit 10.3 to I-trax, Inc.'s Current Report on
            Form 8-K, filed on February 20, 2002.)

      10.22 Employment Agreement dated as of February 5, 2002 between I-trax
            Health Management Solutions, Inc. and Jane Ludwig. (Incorporated by
            reference to Exhibit 10.4 to I-trax, Inc.'s Current Report on Form
            8-K, filed on February 20, 2002.)

      10.23 License and Maintenance Agreement dated as of September 30, 2002,
            between I-trax, Inc. and UICI, Inc. (Incorporated by reference to
            Exhibit 10.1 to I-trax, Inc.'s Current Report on Form 8-k for filed
            on October 8, 2002.)

      10.24 Employment Agreement dated as of October 15, 2002 between I-trax
            Health Management Solutions, Inc. and John Palumbo.

      21    Subsidiaries of I-trax, Inc.

      99.1  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      99.2  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission  on  October  8,  2002 to  report  the  execution  of a  License  and
Maintenance Agreement between UICI and us.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission on November 5, 2002 to report certain Regulation FD disclosures.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission on November 11, 2002 to report certain Regulation FD disclosures.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission    on   February    12,   2003   to   report   the    dismissal    of
PricewaterhouseCoopers, LLP as our auditors.

         We filed a current  report on Form 8-K with the Securities and Exchange
Commission  on February 19, 2003 to report the  engagement  of  Goldstein  Golub
Kessler LLP as our auditors.


                                       69
<PAGE>


ITEM 14. CONTROLS AND PROCEDURES

         Within the 90-day period prior to the filing of this report, we carried
out an evaluation under the supervision and with the  participation of our Chief
Executive  Officer  and Chief  Financial  Officer  of the  effectiveness  of our
disclosure  controls  and  procedures.  Based  on  this  evaluation,  our  Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective to ensure that information we are required
to disclose in reports filed or submitted  under the Securities  Exchange Act of
1934 is recorded,  processed,  summarized  and reported  within the time periods
specified in Securities and Exchange  Commission rules and forms.  Subsequent to
the date of this evaluation,  there were no significant  changes in our internal
controls or in other  factors  that could  significantly  affect the  disclosure
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.




                                       70
<PAGE>


                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized as of April 14, 2003.


                             I-TRAX, INC.

                             By:      /s/ Frank A. Martin
                                      -------------------
                                      Frank A. Martin, Chairman and
                                      Chief Executive Officer


                             By:      /s/ Anthony Tomaro
                                      ------------------
                                       Anthony Tomaro, Chief Financial Officer
                                       (Principal Financial and Accounting
                                        Officer)

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>

Signature                                Title                                  Date
---------------------                    --------------------------             ----------------

<S>                                                                              <C>
/s/ Frank A. Martin                      Chairman, Chief Executive Officer      April 14, 2003
--------------------
Frank A. Martin                          and Director

/s/ Carol Rehtmeyer                      Director                               April 14, 2003
---------------------
Carol Rehtmeyer

/s/ John Blazek                          Director                               April 14, 2003
---------------------
John Blazek

/s/ David R. Bock.                       Director                               April 14, 2003
---------------------
David R. Bock

---------------------                    Director                               April ___, 2003
Philip D. Green

/s/ David Nash                           Director                               April 14, 2003
---------------------
Dr. Craig A. Jones

/s/ Michael M.E. Johns                   Director                               April 14, 2003
---------------------
Dr. Michael M.E. Johns

---------------------                    Director                               April ___, 2003
Dr. Arthur N. Leibowitz

/s/ John R. Palumbo                      Director                               April 14, 2003
---------------------
John R. Palumbo

/s/ William S. Wheeler                   Director                               April 14, 2003
---------------------
William S. Wheeler

</TABLE>

                                       71
<PAGE>

                                  CERTIFICATION


         I, Frank A. Martin, certify that:

      1.    I have reviewed this annual report on Form 10-KSB of I-trax, Inc.

      2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                   a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

                   b) evaluated the effectiveness of the registrant's disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                   c) presented in this annual report our conclusions  about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                   a) all significant deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                   b)  any  fraud,  whether  or  not  material,  that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                              Date:    April 14, 2003

                                                       /s/ Frank A. Martin
                                                       -------------------
                                                       Frank A. Martin
                                                       Chief Executive Officer



                                       72
<PAGE>


                                  CERTIFICATION


         I, Anthony Tomaro, certify that:

      1. I have reviewed this annual report on Form 10-KSB of I-trax, Inc.

      2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                   a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

                   b) evaluated the effectiveness of the registrant's disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                    c) presented in this annual report our conclusions  about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                   a) all significant deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                   b)  any  fraud,  whether  or  not  material,  that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                         Date:    April 14, 2003

                                                  /s/ Anthony Tomaro, CPA
                                                  -----------------------
                                                  Anthony Tomaro, CPA
                                                  Chief Financial Officer


                                       73