UNITED STATES
                       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, 2001

[ ]  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. [ ]

State issuer's revenues for its most recent fiscal year: $ 613,070.

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 26, 2002 on the
Over the Counter  Bulletin  Board was  $23,597,341.  As of March 26,  2002,  the
number of shares  outstanding  of each  class of common  equity  was  46,358,856
shares of Common Stock, $.001 par value.

DOCUMENTS  INCORPORATED BY REFERENCE:  Portions of the issuer's definitive proxy
statement  for its 2002  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, 2001

<TABLE>
<CAPTION>
                                              TABLE OF CONTENTS
Item                                                                                                Page No.

                                                    PART I
<S>                                                                                                      <C>
1.   Description of Business............................................................................ 3
2.   Description of Properties..........................................................................21
3.   Legal Proceedings..................................................................................21
4.   Submissions of Matters to a Vote of Security Holders...............................................21

                                                   PART II

5.   Market for Common Equity and Related Stockholder Matters...........................................22
6.   Management's Discussion and Analysis of Financial Condition and Results of Operations..............25
7.   Financial Statements...............................................................................34
8.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...............60

                                                   PART III

9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with
     Section 16(a) of the Exchange Act .................................................................60
10.  Executive Compensation.............................................................................60
11.  Security Ownership of Certain Beneficial Owners and Management.....................................60
12.  Certain Relationships and Related Transactions.....................................................60
13.  Exhibits and Reports on Form 8-K...................................................................60
14.  Signatures.........................................................................................64
</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 14 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,  Inc.  ("I-trax" or the "Company") 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,
the  Company  expanded  its  product  lines by  developing  additional  software
applications, adding services and completing several strategic acquisitions. The
Company now offers total population health management solutions.  Our mission is
to combine real time  Internet-based  software  technology and targeted personal
interventions  by  healthcare  professionals  to  improve  the  quality of care,
increase  patient  satisfaction,  improve  clinical  outcomes,  reduce  practice
variances, improve operating efficiencies and lower medical costs.

         Our products  range from  stand-alone  software  applications  to total
health management solutions. We believe that our software applications and total
healthcare  management  solutions  enable  true  coordination  of  care  through
utilization  of shared  records by all  caregivers--specialists,  primary  care,
critical  care,  nursing  staff,   diagnostic  providers,   pharmacy  and,  most
importantly,  patients. This is made possible by our flexible disease management
engine and  database  architecture.  We  believe  that our  software  is the key
ingredient  in effective  population  health  management  because we deliver the
right information to the right person at the right time.

         Our stand-alone software  applications assist physicians,  patients and
the entire healthcare community in assessing, preventing and managing all stages
of disease  and  wellness.  Currently,  our  stand-alone  software  applications
include four clinical  applications:  AsthmaWatch(R),  an asthma  tracking tool,
Health-e-Coordinator(TM),    a   disease   management   tool,   C-trax(TM),    a
cardiovascular  point-of-care tool, and eImmune(TM),  an immunization management
system; and two web portals:  MyFamilyMD(TM) for consumers and CarePrime(TM) for
physicians.  We license our software  applications as client-managed  integrated
applications or as an application  service  provider from our secure web hosting
facility.

         Our  population  health  management   solutions  assist  public  health
agencies,  hospitals,  health plans,  self-insured  employers,  and colleges and
universities  to  manage  the  healthcare  of their  populations  as  outsourced
services  through  I-trax.  We deliver  these service  solutions by  integrating
Health-e-Coordinator(TM) disease management tool, our web portals Care Prime(TM)
and  MyFamilyMD(TM) and our patient contact center staffed by skilled nurses and
other  healthcare  professionals  24 hours per day, 7 days per week. Our service
solutions  are  flexible.  Without  significant  modifications  to our  software
applications,  our solutions currently serve the diverse needs of university and
college student health centers,  indigent care coordination programs and disease
management programs for acutely ill patient with co-morbidities.

         Our   approach   to   the   delivery   of   healthcare    services   is
multi-disciplinary and promotes wellness,  proactively identifies individuals at
risk for or with a disease and empowers such  individuals  to become an integral
part of their  healthcare  team.  We believe  that this  approach  supports  the
individual-physician  relationship,  emphasizes  the




                                       3
<PAGE>

importance of prevention of complications  by utilizing  evidence based practice
guidelines and continuously evaluates clinical, behavioral and economic outcomes
with the goal of improving health.  We believe that we have particularly  strong
expertise in managing the care for individuals  suffering from asthma,  coronary
artery disease, diabetes, heart failure, lower back pain and hypertension.

         All of our software  applications and health  management  solutions are
built on a common  platform--Medicive(R)  Medical  Enterprise  Data  System--our
proprietary,  intelligent  software  architecture.  Medicive(R) is a proprietary
system  developed  to  collect,  store,  retrieve  and  analyze a broad range of
information used in the healthcare industry.  Medicive(R) is capable of handling
all data  necessary  to operate one or many  medical  treatment  facilities.  We
believe that this software architecture provides the platform for development of
many additional healthcare  applications.  Medicive(R) facilitates the real time
delivery of the right information to the right person at the right time.

         We have identified three groups of users for our software  applications
and  health  management  solutions:   (1)  Federal  and  state  governments  and
quasi-governmental institutions; (2) managed care organizations,  such as health
plans,  self-insured  employers and insurers; and (3) colleges and universities.
We are focusing our marketing and sales resources on these groups.

Corporate History

         I-trax, Inc.

         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).  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,  and the  price  for its  common  stock is no  longer  quoted on the
Over-the-Counter  Bulletin  Board.  However,  I-trax does file  reports with the
Securities and Exchange Commission, and the price for its Common Stock is quoted
on the  Over-the-Counter  Bulletin  Board under the symbol "IMTX." The shares of
the Company are  represented  by the same stock  certificates  that  represented
shares of Health Management prior to the holding company reorganization.

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

         I-trax acquired iSummit effective as of February 7, 2001 in an exchange
transaction  pursuant  to a  Contribution  and  Exchange  Agreement  dated as of
September 22, 2000, as amended.  In the contribution  and exchange,  the Company
issued a total of 4,222,500  shares of its Common Stock to the owners of iSummit
and the owners  contributed  to the  Company  all of the issued and  outstanding
ownership interests in iSummit. At closing, of the total 4,222,500 shares I-trax
agreed to issue,  2,086,250  shares were  delivered to the owners of iSummit and
2,136,250  shares were deposited with an escrow agent.  Effective as of December
31,  2001,  a total of  1,289,184  shares  held in escrow  were  returned to the
Company and  cancelled.  Accordingly,  the aggregate  number of shares issued by
I-trax to acquire iSummit has been reduced to 2,933,316 shares.  This number may
be further reduced by an additional  50,000 shares,  as  negotiations  regarding
such a further reduction are ongoing.

         I-trax Health Management Solutions, Inc.

         Health  Management is a predecessor to I-trax.  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.



                                       4
<PAGE>

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.
on August 27, 1999.

         On September  3, 1999,  Health  Management  entered into a Software and
Proprietary Product Corporate License Agreement with Member-Link Systems,  Inc.,
a health  information  technology  company.  The license  agreement  gave Health
Management  the  exclusive  right to use  certain  software  in an  immunization
tracking system (which we now call  eImmune(TM)),  and to develop an application
allowing public and private health systems, among others, to track immunizations
over the Internet.  Concurrently with entering into the license  agreement,  the
parties  also  entered  into a  technical  services  agreement,  related  to the
technology licensed pursuant to the license agreement, and a management services
agreement, related to the management and implementation of our business plan. As
consideration for these agreements, Health Management issued 3,000,000 shares of
Health  Management  common stock to Member-Link  and 2,000,000  shares of Health
Management common stock to certain executive officers of Member-Link.

         Effective  as of December 30,  1999,  Member-Link  merged with and into
Health Management  pursuant to a Merger Agreement dated as of December 14, 1999.
In the merger,  Health  Management  issued an aggregate of 7,771,841  shares (as
adjusted) of its common stock. The 3,000,000 shares of Health  Management common
stock held of record by  Member-Link  at the time of the merger were  cancelled.
Also,  each of the license  agreement,  the  technical  services  agreement  and
management services agreement were canceled.

         On  February  7,  2001,  Health  Management  and I-trax  completed  the
previously described holding company  reorganization.  Health Management assumed
its current name on March 21, 2001.

         WellComm Acquisition

         On February 6, 2002, I-trax acquired WellComm. WellComm is a healthcare
services  company  that  offers a broad  array of  expertise  including  a nurse
contact center  specializing in disease management,  triage,  health information
survey, and research services for the healthcare industry.

         The WellComm  acquisition was a two-step  reorganization  pursuant to a
Merger Agreement dated as of January 28, 2002 (the "WellComm Merger  Agreement")
by and among  I-trax,  WC  Acquisition,  Inc.,  an  Illinois  corporation  and a
wholly-owned  subsidiary of I-trax  ("Acquisition"),  WellComm,  John Blazek and
Carol Rehtmeyer.  The initial step of the reorganization  transaction involved a
merger of 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  this  merger,  I-trax  delivered  to the  WellComm
stockholders  $2,000,000 in cash and 7,440,000 shares of I-trax Common Stock and
to each of Ms. Rehtmeyer and Jane Ludwig, both senior officers of WellComm prior
to this merger,  options to acquire  280,000 shares of I-trax Common Stock at an
exercise  price of $0.001  per  share.  I-trax  also  agreed to  deliver  to the
WellComm stockholders  additional contingent merger consideration either in cash
or,  at the  election  of  John  Blazek  as a  representative  of  the  WellComm
stockholders, in shares of I-trax Common Stock. The additional contingent merger
consideration will be equal to 10% of revenues that may be generated by sales of
new services to an existing  WellComm client during a 12-month period  beginning
on the date such new services begin to be delivered. Such new services, however,
must commence by February 5, 2003,  but have not been  commenced as of March 25,
2002. If the additional  contingent  merger  consideration  is paid in shares of
I-trax Common Stock, the shares will valued at the lesser of $1.23 per share and
the  average  of the




                                       5
<PAGE>

closing  price of I-trax  Common  Stock for twenty 20  consecutive  trading days
ending on the day prior to the day a contingent merger consideration  payment is
due.

         After the merger, each of Mr. Blazek and Ms. Rehtmeyer joined I-trax as
a Managing Director and Ms. Ludwig joined I-trax as a Vice President pursuant to
employment  agreements with Health Management.  In addition,  Mr. Blazek and Ms.
Rehtmeyer were elected to I-trax's Board of Directors.

         I-trax granted to the WellComm stockholders the following  registration
rights under the Securities Act of 1933, as amended,  with respect to the shares
of I-trax Common Stock issued in the merger: (i) two demand  registration rights
exercisable after February 5, 2005; and (ii) unlimited "piggy back" registration
rights  (subject to underwriter cut back) in the event I-trax  registers  I-trax
Common Stock for its own account.

         I-trax funded the  acquisition  of WellComm by selling a 6% convertible
senior   debenture  in  the  aggregate   principal  amount  of  $2,000,000  (the
"Debenture")  to  Palladin  Opportunity  Fund  LLC  ("Palladin")  pursuant  to a
Purchase  Agreement  dated as of February 4, 2002 between  I-trax and  Palladin.
Pursuant to the  purchase  agreement,  I-trax also issued  Palladin a warrant to
purchase an  aggregate of up to  1,538,461  shares of I-trax  Common Stock at an
exercise price of $1.10 per share (the "Warrant"). 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  I-trax  Common  Stock  at an  initial
conversion price of $1.00 per share. The initial  conversion price is subject to
"reset" as of the dates  that are 12 months  and 18 months  after the issue date
(each  such  date,  a "Reset  Date").  With  respect  to each  Reset  Date,  the
conversion price will only be reduced if the closing bid price for I-trax Common
Stock,  averaged  during a period of 20  consecutive  trading days ending on the
date that immediately  precedes the applicable Reset Date, is less than the then
applicable  conversion price, in which case, the reset conversion price is equal
to such average.

         Pursuant to the Purchase Agreement, Palladin also received an option to
purchase an additional 6% convertible  senior debenture in the face amount of $1
million and  received an  additional  warrant to purchase an  aggregate of up to
769,230  shares of I-trax  Common  Stock.  If issued,  the terms of the optional
debenture  and warrant will be  substantially  similar to those of the Debenture
and the Warrant.  Finally,  pursuant to a related registration rights agreement,
I-trax  agreed to register all of the shares of I-trax  Common Stock  underlying
the  Debenture and the Warrant on a  registration  statement on Form SB-2 or, if
I-trax is then eligible, on a registration statement on Form S-3.

Our Products and Services - Technology Solutions

         Our software  applications are both enterprise network and web-enabled.
They provide a secure and confidential repository of clinical health information
for public health agencies, private health organizations, health care providers,
and the public at large.  Our  applications  provide a platform  for  collecting
certain  disease-specific  data at the  point-of-care  and  offer a  secure  and
confidential   repository  of  clinical  health  information,   which  is  fully
accessible with proper authorization by any branch of the health care community.
More  specifically,  our software  applications  can enable every  individual or
entity,  such as the family  physician,  the specialist,  the school nurse,  the
emergency  room nurse or the  pharmacist,  who may be called upon to  administer
care to an individual,  or the individual,  with proper authorization,  to enter
data into or view such  individual's  medical records.  As further  described in
Management's  Discussion and Analysis,  the Company did not generate significant
sales of these products in 2001.

         Although  each of our  software  applications  is  designed to manage a
particular disease or clinical situation, all of our applications integrate with
one another.  Further,  all of our software  applications  are built on a common
platform--Medicive(R)   Medical   Enterprise   Data   System--our   proprietary,
intelligent software architecture.

         Medicive(R) Medical Enterprise Data System

         The  Medicive(R)  Medical  Enterprise  Data  System  is  a  proprietary
software architecture developed to collect,  store, retrieve and analyze a broad
range of information  used in the healthcare  industry.  This  architecture  was
created from the Functional  Area of Management for Data and Activity data model
(FAM-D and FAM-A), originally designed under U.S. Government contract.




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<PAGE>

         Medicive(R) is capable of handling all data necessary to operate one or
many medical treatment  facilities.  It is also designed to receive  information
for both the most  complex  and the  simplest  tasks  encountered  in a  medical
setting. It currently  accommodates over 1,000 standard data elements containing
in excess of 4,000 data sub-elements. We believe that this software architecture
provides  the   platform  for   development   of  many   additional   healthcare
applications.  A key  feature of  Medicive(R)  is its open  architecture,  which
permits it to accept  new data  elements,  and is an  important  feature  for an
industry  experiencing  rapid advances in clinical and laboratory  research,  as
well as changes in treatment protocols.

         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) has been structured to capture information about the general
health care  process or activity  and then to narrow the health care  process or
activity to the most specific level. Thus, the architecture  permits new data to
be added to the database  because in the  predominate  majority of instances new
data  elements are  extensions  of data already  addressed in the  database.  We
believe that Medicive(R) Medical Enterprise Data System's  flexibility in easily
accommodating new health care processes or activities gives us an advantage over
competitors  which 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  Medicive(R)  on any  SQL  platform  available  today,
including, Oracle(R) 8i, Sybase(R) Adaptive Server, or IBM(R) DB2.

         eImmune(TM)

         eImmune(TM)  is the  first  product  we  designed  and  built.  It is a
comprehensive  immunization  software  product  for  processing,  recording  and
tracking all  immunizations  and related  adverse  events.  The  application was
developed  in  conjunction  with Walter Reed Army  Medical  Center,  Allergy and
Immunology Department,  in Washington, DC to maintain all military immunizations
at that site.  First installed at Walter Reed Medical Center in January 1998, it
now  handles  medical  records  for over 2.5  million  individuals,  with over 2
million  immunization  entries.  The Intranet and  Internet  enabled  version of
eImmune(TM)  was  released in August 2001 and has been updated  regularly  since
then to add functionality.  eImmune(TM) is designed for use by state registries,
physician networks, managed care plans, school nurses and individual physicians.
Further,  public  health  agencies  and  private  health  organizations  can use
eImmune(TM)  to create secure online  immunization  records that can be accessed
over the Internet by parents, schools, primary care physicians, and other health
providers.  Finally,  we believe that eImmune(TM) can also serve as a foundation
for a  bio-terrorism  surveillance  system  as  states  begin to  improve  their
healthcare applications.

         eImmune(TM)  supports  information  flow  required  during the  patient
encounter and facilitates many aspects of the immunization process. eImmune(TM):

          o    retrieves and records vital patient  information  such as medical
               history, medication history and allergies;

          o    orders vaccines,  tracks  administration  of vaccines,  generates
               vaccination schedules and records adverse events;

          o    allows for quick  reminders and recall of patients who are behind
               on vaccinations;

          o    captures  standardized  data that can be later  used to  generate
               outcome studies;

          o    generates  a record of all  immunizations,  makes  those  records
               permanently   available  and  thereby  avoids  lost  records  and
               consequent re-immunizations; and



                                       7
<PAGE>

          o    Orders,   records  and  tracks  testing  for  Tuberculosis   (PPD
               testing),   including   results   and   related   reporting   for
               Occupational Health to comply with Occupational Safety and Health
               Administration regulations.

         AsthmaWatch(R)

         AsthmaWatch(R)  asthma and respiratory disease management system is the
second  application  we designed  and built.  AsthmaWatch(R)  was  developed  in
conjunction  with the  University  of Southern  California  Los  Angeles  County
Medical Center and the Asthma and Allergy  Foundation of America and is based on
National Institute of Health guidelines. AsthmaWatch(R) is an information system
developed  to  support  community  based  asthma  intervention  programs.   This
information  system models the flow of the health  process so data is entered at
time of the encounter, at point-of-care. AsthmaWatch(R):

          o    captures  complete medical and asthma history,  including current
               and past medical conditions, medications and diagnostic results;

          o    tracks disease related  morbidity,  asthma and allergy  triggers,
               lung function testing and the relationship  between health status
               and changes in therapy over time;

          o    supports comprehensive staff assessments, including documentation
               of vital signs,  medication,  materials  and device  training and
               environmental assessment;

          o    generates printed and electronic forms, including  prescriptions,
               diagnostic tests, encounter reports,  multi-lingual asthma action
               plans and patient education guidelines;

          o    captures  a  comprehensive  provider  assessment  which  includes
               asthma  activity,  asthma  severity,  and  upper  airway  disease
               assessment;  records results of general medical exam and ICD9 and
               CPT coding; and orders skin tests and medications; and

          o    automates    development   of   personalized   care   plans   and
               pharmaceutical plans.

         This application  facilitates team asthma care management by permitting
specialists,  nurses,  care  managers,  acute and  primary  care  providers  and
pharmacists up-to-the-minute access to disease and patient information.  Because
our software  permits  real-time  access to each patient's  complete  history by
logging  into  AsthmaWatch(R),  none  of the  participants  in the  asthma  care
delivery  process makes a decision in a vacuum.  AsthmaWatch(R)  delivers to all
participating  providers  all  data  necessary  to make the  best  patient  care
decision  in  real-time.  Furthermore,  AsthmaWatch(R)  is designed to match the
protocol  expected to be followed by the applicable  provider,  thus  preventing
skipped steps.

         C-trax(TM)

         C-trax(TM)  is  a  comprehensive  client  server  software  application
designed to manage delivery of cardiovascular  care and all related  information
at the  point-of-care.  C-trax(TM) was developed in conjunction with Walter Reed
Army Medical Center.  C-trax(TM)  supports numerous clinical  functions within a
cardiology   practice,   which  enables   efficient   collection   and  accurate
reproduction  of  information  and  results in  significant  savings of time and
clinical and  administrative  resources.  The system can meet the needs of large
and small hospitals as well as individual cardiology practices. C-trax(TM):

          o    supports and properly  documents patient  encounters,  diagnostic
               tests,  patient-flow through the clinic,  pharmacological therapy
               plans, exam orders, and lab results reviews;

          o    provides  the  cardiologist  with the  ability to access  digital
               imaging,  echocardiography tests, electrophysiologic studies, and
               nuclear lab tests;




                                       8
<PAGE>

          o    completes   charts  and  notes,   generates   repots,   including
               longitudinal data graphing,  and facilitates analysis of outcomes
               data; and

          o    Documents risk for cardiac  disease using a risk  assessment tool
               based on the Framingham study.

         MyFamilyMD(TM)

         MyFamilyMD(TM)  is  a  web-based   software   application  that  allows
individuals to chronicle their daily health  progress,  medications,  allergies,
exercise and health goals and  communicate  with their physician or other health
care provider via secure, private messaging.  MyFamilyMD(TM)'s health assessment
tools,  called  MedWizards(R),  allow users to determine their level of risk for
various  health  conditions  and  provide  users with  guidelines  on early risk
prevention. MyFamilyMD(TM) empowers users to monitor and control their health by
reviewing  trends in their  healthcare  regimen by using dynamic and easy-to-use
graphs and reports. MyFamilyMD(TM):

          o    provides  each  user a  secure  personal  home  page,  inbox  and
               personal  health  profile  to record  health  interests,  medical
               conditions,  symptoms,  medications,  diet and  exercise  habits,
               immunizations and other health related issues;

          o    helps  users,  utilizing  interactive  MedWizards(R),  to monitor
               every area of users' health,  including  blood  glucose,  insulin
               dosing,  blood pressure,  weight,  height,  pulse, peak flow, lab
               values and other variables;  users can design customized journals
               or daily  diaries to keep track of symptoms and other  healthcare
               issues;

          o    supports secure messaging between users,  I-trax's clinical staff
               and, if desired, the users' physicians or other care providers;

          o    delivers to users daily personalized  content about their medical
               concerns  and  health  interests,  alerts  about  medication  and
               consumer  product recalls and  notifications  and reminders about
               upcoming appointments,  refills,  prevention and screening tests;
               and

          o    automatically  completes  health forms,  including state mandated
               immunization forms.

         CarePrime(TM)

         CarePrime(TM)   is  a  web-based   software   application  that  allows
physicians and their staff to enhance  relationships  with, and improve the care
of,  their  patients.   CarePrime(TM)   permits  secure  messaging  between  the
physicians  and  their  staff  and  patients,  facilitates  on-line  appointment
requests  and  referrals.  In  addition,  CarePrime(TM)  promotes  informed  and
therefore better  management of health  activities by enabling  providers,  with
patient  authorization,  to  access  patient's  MyFamilyMD(TM)  personal  health
profile  and  health  tracking  tools  and  streamline  office  procedures  with
automated forms and notifications.  CarePrime(TM) and  MyFamilyMD(TM)  promote a
partnership between patients and physicians. CarePrime(TM):

          o    permits  physicians  and  their  staff  to send  patients  secure
               individualized messages,  group notices,  messages and alerts and
               custom  automated  notifications,  such  as  exam  reminders,  at
               specific times based on patient demographics,  medical condition,
               or health concerns;

          o    allows  physicians and their staff to view and edit the patient's
               personal  health  profile  and   MedWizard(R)   generated  health
               assessment  results,  with the information entered by the patient
               and the physician easily distinguishable;

          o    accepts  electronic  information  contained  on health  forms and
               immunization records completed by patients using  MyFamilyMD(TM),
               and, after physician's verification, adds such information to the
               patients' electronic medical record;

          o    tracks  vaccine  dosing  schedules  and  generates  reports  when
               patients are not compliant; and


                                       9
<PAGE>

          o    tracks and reports easy-to-use vaccine recalls, adverse reactions
               and practice compliance.

         Health-e-Coordinator(TM)

         Health-e-Coordinator(TM)  is a web-based software  application designed
to support  the  disease  management  process  including  referral,  enrollment,
assessment,  documentation and care coordination, according to current published
clinical guidelines. At this time,  Health-e-Coordinator(TM) supports congestive
heart failure ("CHF") and diabetes disease states.  The application  facilitates
the recording of medications,  immunizations,  problem lists,  diet and exercise
histories, and disease-specific parameters, such as weight, New York Heart class
(a common parameter for evaluating the patient's  functional  status),  ejection
fraction (a measurement of heart  function),  blood pressure,  hemoglobin A1c (a
blood test that  reflects  control of blood  glucose  levels),  and lipid panel,
during  patient  assessments.  The  recorded  information  can be viewed  from a
variety of screens.  In addition,  the application's  patient snapshots and flow
sheets allow users a quick look at the patient profile over time.

         Health-e-Coordinator(TM)  serves as an over-arching application to view
and manage all information  that resides in our Medicive(R)  Medical  Enterprise
Data System,  irrespective of which of our other software  applications was used
to store the information.  For example,  one I-trax client uses a combination of
Health-e-Coordinator(TM)  and  C-trax(TM)  to manage  CHF  patients  in a clinic
setting to standardize the health assessment  process,  maximize data collection
for outcomes reporting and optimal patient care.

         Health-e-Coordinator(TM)   enables  disease   management  by  providing
caregivers  with  assessment  questions,   printable  education  material,   and
recommendations  for interventions to prevent morbidity and improve outcomes for
patients    with    chronic    illnesses    such    as   CHF    and    diabetes.
Health-e-Coordinator(TM) also supports workflow by incorporating a schedule task
list to alert users to activities  that are due for a given  patient  population
based  on the care  plan  for that  disease  management  program.  A client  can
customize activities such as follow up visits and educational interventions. The
Resource  Library included in  Health-e-Coordinator  is specific to each disease
and can also be customized by each client.  It provides  clients with live links
to on-line resources such as national guidelines,  professional  education,  and
consumer education. Health-e-Coordinator(TM):

          o    allows  the  system to be  tailored  to the  needs of  individual
               healthcare systems,  accepting customized protocols for referrals
               and supporting  disease  management  programs for chronic illness
               such as asthma, cardiovascular care and eventually diabetes; and

          o    when  combined   with  the   MyFamilyMD(TM),   helps   healthcare
               professionals   to  identify  and  assess  health  risks  and  if
               necessary enroll patients into health management program(s), thus
               providing for them the ability to observe the patient's  progress
               and development.

Our Products and Services -- Service Solutions

         Health-e-Life   Program--Disease   and  Population   Health  Management
         Programs

         I-trax's health management  solutions are total solutions.  Through our
Health-e-Life Program, we can:

          o    using our existing software applications and data interfaces with
               third party  applications,  collect and aggregate raw  healthcare
               data  of a  defined  population,  including  hospital,  emergency
               department,  outpatient,  pharmacy and similar data,  into single
               data platform--Medicive(R) Medical Enterprise Data System;

          o    analyze aggregated data using proprietary and licensed electronic
               modeling  tools,   and  stratify  the  defined   population  into
               categories based on risk of certain health related conditions;

          o    allow individuals using  MyFamilyMD(TM),  primary care physicians
               and their staff using  CarePrime(TM)  and  specialists  using our
               specialist applications including AsthmaWatch(R),  C-trax(TM) and
               eImmune(TM),  to access the aggregated data, supplement that data
               with  current  information,  which may include  current  results,
               emerging health  conditions and results self risk assessments and
               other data collected by our MedWizards(R);


                                       10
<PAGE>


          o    allow   individuals   using   MyFamilyMD(TM)   and  primary  care
               physicians  and their  staff  using  CarePrime(TM)  to  implement
               individual care initiatives using secure messaging and population
               health management using automatic group alerts and notifications;

          o    allow individuals  using  MyFamilyMD(TM)to  request  prescription
               refills and make medical appointments;

          o    allow I-trax's care management professionals, based on nationally
               recognized disease management  protocols,  to coordinate the care
               of   any   subgroup   of   a   defined    population    utilizing
               Health-e-Coordinator(TM),   telephonic  interventions,  audiofax,
               mail and  other  outreach  programs,  which  may  include  health
               education about disease recognition and disease progression, with
               specific emphasis on asthma,  coronary artery disease,  diabetes,
               heart failure, low back pain and hypertension;

          o    allow members of the defined  population  access to I-trax's care
               management professionals 24 hours per day, 7 days per week;

          o    provide triage service; and

          o    integrate our program with electronic home monitoring devices and
               home visits as needed.

         We tailor  our  program to serve  various  segments  of the  healthcare
community,   including   public  health  agencies,   hospitals,   health  plans,
self-insured  employers  and  colleges  and  universities.   We  can  scale  our
applications and operations to serve a broad range of needs.

         Student Health Solutions

         I-trax has adapted a combination of  MyFamilyMD(TM)  and  CarePrime(TM)
software  applications  to  serve  America's  colleges  and  universities.   The
combination  of the two  products  provides a powerful  and  valuable  means for
student  health  centers to execute  their  missions of education  and outreach,
prevention, and care management for their students. Our student health solutions
provide a mechanism to streamline data management at student enrollment, improve
communications  between the health centers and students after they are enrolled,
aggregate health information  seamlessly and provide a secure,  confidential and
open  communication  channel  between  student health centers and students about
their health. Our student health applications:

          o    permit  students to complete  required  immunization  records and
               medical history forms online,  replacing  manual  distribution of
               forms, handling their return, and manually inputting the data;

          o    provide private, secure electronic  communication for all student
               health  services  including  online   appointment   requests  and
               prescription refill requests;

          o    automate   routine   student  health  service  tasks,   including
               intercollegiate  athletic  physical and  re-certification  forms,
               initial and annual women's health visit information requirements,
               routine pre-visit forms or related information requirements,

          o    provide students with a home health web page with personal health
               record;

          o    deliver news,  articles,  and health/wellness  education based on
               demographic and health profile criteria, using students preferred
               mode of communication;

          o    provide  students  online  health risk  assessments  based on the
               American  College  Health  Association-  National  College Health
               Assessment,  Center for Disease  Control-National  College Health



                                       11
<PAGE>

               Risk Behavior Survey and, if necessary, the institutions specific
               needs,  with aggregated  outcomes  reported to the student health
               services; and

          o    if agreed upon,  provide  access to our other  population  health
               management solutions and software applications.

Our Market and Business Strategy

         We  believe  that  the  market  for our  population  health  management
solutions is large and  continues  to grow.  The Disease  Management  Purchasing
Consortium  & Advisory  Council  ("DMC2")  estimates  that in 1997,  the disease
management  industry  generated  $77  million  in  contracted  fees.  DMC2  also
estimates that in 2001, those contracted fees grew to $480 million. As the costs
of medical care continue to grow and medical errors increase, there is a growing
recognition  throughout  the  healthcare  community  of the need  for  targeted,
coordinated, and effective healthcare management solutions. Because our solution
is 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  employee's  focus at work.  Where employees are older or
               retired and at risk for chronic diseases, the ability to do early
               risk identification and targeted interventions will not only help
               reduce costs, but improve quality of life as well.

          o    Military and Government.  eImmune(TM) is the first application we
               designed and built. It now serves as a repository of immunization
               records for 2 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(TM)  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    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. Students are the most Internet enabled
               segment of our population and 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.

         We  make  our   services   available  to  our  clients  on  a  periodic
subscription basis or, for certain software  applications,  on a subscription or
for a one-time  license fee basis.  Although we have  historically  licensed out
software  applications  on a one-time  licenses  fee basis,  we believe that the
subscription sales will represent a more significant portion of our sales in the
future.  We typically  price  self-insured  employer  solutions on a per covered
member per month basis. A single covered member  typically  includes an employee
and the employee's  dependents.  The actual per covered  person price  typically
reflects the level of services we are contracted to provide.  Solutions  offered




                                       12
<PAGE>

to health plans and health  insurers are priced on a per member per month basis.
And college health services  products are priced with reference to the number of
enrolled  students in a given  semester.  Finally,  we seek to price products we
offer to public health agencies and military and government  installations  with
reference to the number of records that will be retained in the system.

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 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,  Matira,  Allere and McKesson
               HBOC.

          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  HBOC, GE Medical  Systems,  Philips,  IDX and
               Epic.

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

          o    Established  software and computer  companies  that have publicly
               expressed plans to develop medical information software,  such as
               IBM, Oracle and Microsoft.

          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 standing strategic relationships with two
early  adopters  of our  technology:  Walter  Reed Army  Medical  Center  and LA
County/USC Medical Center,  two entities that have used our custom  applications
since  1995  and  1996,  respectively.  We  believe  the  use  of  our  software
applications  by these  customers  has proved that our products add value to the
delivery of healthcare to patients with  specific  diseases.  Second,  we have a
time  advantage  in  software  and  database  development  over  any new  direct
competitor.




                                       13
<PAGE>

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,  AsthmaWatch.com  and .net,  CarePrime.com  and .net and
healthecoordinator.com.   In  addition,   we  continuing  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 products 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. The Company 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 software applications.

         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 health care
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 products.

         We have spent  approximately  $ 1.4 million on research and development
activities  over  the  past  two  fiscal  years,   the  majority  of  which  was
attributable  to the build out of the  MyFamilyMD(TM)  health  assessment  tools
called MedWizards(R),  Health-e-Coordinator(TM) and CarePrime(TM).  We expect to
continue  to spend funds on adding  functionality  to  MyFamilyMD(TM)  by adding
MedWizards(R),  on CarePrime(TM),  which interacts with  MyFamilyMD(TM)  and its
MedWizards(R),  and on  Health-e-Coordinator(TM)  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 December 31, 2001, we had 31 full-time  employees.  Immediately  following
the closing of the WellComm transaction on February 6, 2002, we had 64 full-time
and 42 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 May be Unable to Raise  Necessary  Capital  to  Continue  As A Going
         Concern

         Additional   funds  are  required  to  complete  our  planned   product
development  efforts,  expand our sales and marketing  activities,  and to cover
cash  shortfalls  until our  current and  projected  pipeline  materializes.  At




                                       14
<PAGE>

present,  we have  funds to  cover  our  operating  expenses.  However,  we will
probably need additional funds in the future.  We are  continuously  seeking out
investors who will provide  additional  funds, but there is no assurance that we
will succeed in obtaining  sufficient amounts of capital.  In addition,  we have
incurred  losses from  operations and although we have  stockholders'  equity of
approximately  $1.7  million as of  December  31,  2001,  because  our  expenses
continue to exceed our sales there is substantial  doubt that we will be able to
continue as a going concern.

         Our future  capital  requirements  and the adequacy of available  funds
will depend on numerous factors, including:

          o    successful   commercialization   of  our  existing  services  and
               products,

          o    progress in our product development efforts,

          o    the  growth  and  success  of  effective   sales  and   marketing
               activities, and

          o    the  cost  of  filing,   prosecuting,   defending  and  enforcing
               intellectual property rights.

We will have to obtain such funds through an 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.  Moreover, if
we continue to have  operating  losses and are unable to obtain capital to cover
them,  we may be unable to remain in business.  These  results,  in turn,  could
cause the relinquishment of our rights to certain of our technologies,  products
or potential markets, dilution of your ownership in our business, or our loss of
what we  believe  is a  current  competitive  advantage  in  technology  enabled
population health management field. Therefore,  the inability to obtain adequate
funds could have a material adverse impact on our business,  financial condition
and results of operations.

         We Have a  History  of  Operating  Losses,  Anticipate  We  Will  Incur
         Continued   Operating  Losses  for  the  Following  Twelve  Months  and
         Therefore May Eventually be Unable to Continue Our Operations

         We have used substantial cash to fund our operating losses, and we have
never earned a profit. Through December 31, 2001, we have used approximately $10
million of cash to fund our  operating  activities.  Moreover,  we expect to use
additional  cash to fund our  operating  losses for the  reasonably  foreseeable
future. Our ability to achieve profitability will depend, in part, on:

          o    the market's accepting 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 customers,  such as public
health agencies,  hospitals,  health plans, self insured employers, and colleges
and universities  being attracted to and using 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.  There  is  substantial
uncertainty  as to  our  ability  to  continue  as a  going  concern  due to our
historical  negative  cash flow and because we may not have access to sufficient
capital  to meet our  projected  operating  needs for at least  the next  twelve
months.

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

         Disease and population  health  management  business,  which is growing
rapidly,  is a relatively new segment of the overall healthcare industry and has
many  entrants  which are  marketing  various  services and products  labeled as




                                       15
<PAGE>

disease and population health  management.  Many companies use the generic label
of "disease management" to characterize a wide range of activities 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 three to  twenty-four  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 eighteen 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  technology
enabled  population  health  management   solutions.   Our  enterprise  software
applications  have been  operational  for less than three years,  our  web-based
solutions have been  operational  for less than one year, and we have just begun
to offer technology enabled population health management solutions. 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 implement our business plan.

         We May Be Unable to Implement Our Business Strategy,  Which Requires Us
         to Deploy Our Products Effectively and Attract Customers

         Although we believe that there is  significant  demand for our services
and products in the over all  healthcare  market,  there are many reasons why we
may be unable to  execute  on 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.

         The  Healthcare  Industry Is Subject to Cost  Pressures And  Government
         Regulation

         The  healthcare  industry  is  currently  subject to  significant  cost
reduction  pressures as a result of constrained  revenues from  governmental and




                                       16
<PAGE>

private  revenue  sources as well as from  increasing  underlying  medical  care
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 have a negative effect in certain  circumstances  on 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.

         Many of our existing and potential  clients are subject to considerable
state and Federal government  regulation.  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. The current focus on regulatory and legislative efforts to
protect the  confidentiality of patient  identifiable  medical  information,  as
evidenced by the Health  Insurance  Portability and  Accountability  Act of 1996
("HIPAA"),  is one such  example.  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  that  restricts the  availability  of this
information to us or leaves uncertain whether disease management is an allowable
use of patient  identifiable  medical information would have a material negative
effect on us.

         Government Regulation Could Adversely Affect Our Business

         Although we are not directly  subject to many of the  governmental  and
regulatory  requirements  affecting  healthcare delivery,  our clients,  such as
public health agencies, hospitals, health plans, and self-insured employers must
comply with a variety of regulations  including the licensing and  reimbursement
requirements  of  Federal,  state  and  local  agencies.  Further,  certain  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 the 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 health
care 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.

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

         Our web-based software applications 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 resulted in adverse reactions in their stock
prices, significant negative publicity and, in certain instances, litigation. It




                                       17
<PAGE>

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 as a result.  Some of these
outcomes  could directly  result in a reduction in our stock price,  significant
negative  publicity  and  litigation.  Although our computer and  communications
hardware is protected by physical  and  software  safeguards,  they are still be
vulnerable  to fire,  storm,  flood,  power loss,  telecommunications  failures,
physical or software  break-ins and similar events. We will not have one hundred
percent 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 our certain of our clients
with Internet and on-line  services  necessary for access to our servers.  It is
possible that our clients will experience  difficulties  with Internet and other
on-line 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 that our  facilities  and  infrastructure  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.

         If Our Platform  Infrastructure  and its Scalability  Cannot be Proven,
         Customers May Be Reluctant to Purchase our Products

         We are just beginning to implement our Internet based products.  If the
system is used by an  increasing  number of  users,  we will need to expand  our
network  infrastructure  from  time  to  time.  In  addition,  we  will  need to
accommodate  changing  consumer  and  customer  requirements.  We are  unable to
project  accurately  the rate or timing of increases,  if any, in the use of our
website and may be unable to expand and  upgrade our systems and  infrastructure
to  accommodate  such changes on a timely basis,  at a  commercially  reasonable
cost, or at all. Our systems may not accommodate increased use while maintaining
acceptable overall performance.  Service lapses could cause our users to instead
use the on-line services of our competitors.

         We May be Sued by Our Users if We Provide Inaccurate Health Information
         on  Our  Website  or   Inadvertently   Disclose   Confidential   Health
         Information to Unauthorized Users

         Because  users of our website 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 on-line services in
the past.  Others  could also sue us for the content and  services  that will be
accessible  from our website  through links to other websites 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 Key  Employees or
         Fail to Recruit and Retain Other Skilled Employees

         Our Chairman,  Frank A. Martin, is an integral part of our business and
our future success greatly depends upon his retention. Similarly, other officers
and directors provide us with key  relationships,  such as Dr. Michael O'Connell
with Walter Reed Medical  Center and Dr. Craig Jones with  Breathmobile  and the
University  of  Southern  California  School  of  Medicine.  Finally,  our Chief
Technology  Officer,  David C.  McCormack is an essential part of our technology
development  efforts.  Our  failure  to retain  these  individuals  could have a
significant adverse impact on our ability to compete and succeed in the future.

         Our future success also depends to a significant  extent on our ability
to attract,  retain and  motivate  highly  skilled  employees.  As we secure new
contracts  for our services and  implement  our  products,  we will need to hire



                                       18
<PAGE>

additional  personnel  in all  operational  areas.  We may be unable to attract,
assimilate or retain such highly qualified personnel.  We have from time to time
in the past experienced,  and we expect to continue 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.

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

         A large number of health care companies are offering disease management
services and  healthcare  focused  software  solutions.  Further,  the number of
Internet websites  offering users health care content,  products and services is
vast. In addition,  traditional  health care  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    the  ability  to offer a wider  array  of  on-line  products  and
               services;

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

         We May be Exposed to Uninsured 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.

         Health  Management,  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.

         Prior to the merger with Health Management,  Member-Link was engaged in
the   business  of   marketing,   selling   and   installing   eImmune(TM)   and
AsthmaWatch(R).  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/or Health Management sold prior to obtaining  insurance on March
15,  2000 was  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.


                                       19
<PAGE>


         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
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  to  perform  key
functions. 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  by-laws  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  Have   Effective   Control  of  the  Company  and  Other
         Stockholders May Have Little or No Voice in Corporate Management

         Our Chairman,  Vice-Chairman,  the venture  capital firm with which our
Chairman  is  affiliated,  and three  members  of our  Office  of the  President
beneficially own, in the aggregate,  approximately 32% 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 2000, our largest customers,  Office
of the Attending  Physician and Walter Reed Army Medical  Center,  accounted for




                                       20
<PAGE>

55% and 25% of our revenues, respectively. In 2001, our largest customer, Walter
Reed Army Medical Center,  accounted for 84% of our revenues. We anticipate that
our  results of  operations  in any given  period  will  continue to depend to a
significant extent upon revenues of 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.

         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 annual rate
of $123,463. The property is in good condition.

         Our  technology  development  offices are located in Reston,  Virginia,
where,  effective as of February 2, 2002,  we lease  approximately  1,381 square
feet of office  space  pursuant to a lease  expiring in August 2003 at a current
annual rate of $41,430. The property is in good condition.

         Our call center is located in Omaha, Nebraska, where, subsequent to the
closing of the WellComm  acquisition on February 6, 2002, we lease approximately
3,751 square feet of office space  pursuant to a lease  expiring in August 2003,
at a current annual rate of $48,000. The property is in good condition.

         We do not invest in real estate,  interest in real estate,  real estate
mortgages or in persons primarily engaged in real estate activities

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 that
Plaintiff  is  barred  from  reactivating  the civil  action  by the  bankruptcy
stipulation. The Plaintiff is appealing the Civil Division  Opinion-Letter/Order
and the appeal is pending.  As of December 31, 2001, the Company made no accrual
for accounting  purposes  because the Plaintiff's  success in this matter is not
deemed  probable nor could the Company  reasonably  estimate any adverse  effect
based on the current facts.

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, 2001.



                                       21
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market and Stockholder Information

I-trax Common Stock is quoted on the OTC Bulletin Board under the symbol "IMTX."
The following  table sets forth the high and low closing bid information for the
Common Stock for the periods indicated:

                                                        High           Low

          2002
           First Quarter (through March 25, 2002)      $1.4700       $1.0200

          2001
           Fourth Quarter                              $1.6500       $0.3600
           Third Quarter                                0.7000        0.3600
           Second Quarter                               0.7800        0.5500
           First Quarter                                1.7500        0.5625

          2000
           Fourth Quarter                              $3.0000       $1.7500
           Third Quarter                                5.0000        2.3770
           Second Quarter                               3.5000        1.2500
           First Quarter                                5.2500        1.2500

         The  information  presented  above  was  supplied  to  I-trax by Nasdaq
Trading and Market  Services and reflects  inter-dealer  prices,  without retail
mark-up, markdown or commission and may not represent actual transactions.

         As of March 1, 2002, there were  approximately  855 registered  holders
and approximately 527 "street name" holders of I-trax Common Stock. On March 26,
2002 the last reported sales price of I-trax Common Stock was $1.02.

         I-trax has never paid or declared any cash  dividends on I-trax  Common
Stock or other  securities and does not anticipate  paying cash dividends in the
foreseeable future.

Recent Sales of Unregistered Securities

         From November 2000 through May 2001, the Company  completed an offering
of  convertible  promissory  notes and stock  purchase  warrants  to  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.  The  convertible  promissory  notes had a maturity date of one year
from the date of issue and accrue  interest at 8% per annum with a default  rate
of 12% per annum.  The  principal  amount of, and  accrued  and unpaid  interest
under,  the convertible  promissory  notes were  convertible  into I-trax Common
Stock. The stock purchase warrants grant holders a right to purchase 2 shares of
I-trax  Common  Stock for each $1 in original  principal  amount of  convertible
promissory  notes. The initial  conversion  price of the convertible  promissory
notes and the exercise price of the stock  purchase  warrants were $2 per share,
subject, in each case, to full-ratchet  anti-dilution adjustment in the event of
a  subsequent  offering  with an  effective  per share price of less than $2. An
individual and an affiliated  fund,  which  collectively  purchased  convertible
promissory  notes with an aggregate  principal  amount of  $1,000,000,  led this
private placement.  In addition,  $250,000 previously advanced to us by Frank A.
Martin, our Chief Executive Officer,  and $250,000  previously advanced to us by
Gary Reiss,  our Chief  Operating  Officer,  in each case in October  2000,  was
converted into this offering.  As of June 30, 2001 the Company raised a total of
$2,200,000  pursuant  to this  offering.  The  Company  filed a Form D with  the
Securities  and  Exchange   Commission  in  connection  with  the  issuance  the
convertible promissory notes and stock purchase warrants.




                                       22
<PAGE>

         I-trax acquired iSummit effective as of February 7, 2001 in an exchange
transaction  pursuant  to a  Contribution  and  Exchange  Agreement  dated as of
September 22, 2000, as amended.  The Company issued a total of 4,222,500  shares
of its Common Stock to acquire iSummit.  Effective as of December 31, 2001, this
number of shares of I-trax  Common  Stock was  reduced  to  2,933,316  shares on
account of post closing  adjustments to the purchase price. In undertaking  this
offering,  the Company  relied on an exemption from  registration  under Section
4(2) of the Securities Act and Regulation D thereunder.  All iSummit members are
accredited  investors.  The  Company  filed  a Form D with  the  Securities  and
Exchange  Commission in connection with the issuance of its Common Stock in this
transaction.

         On June 25, 2001 and  pursuant to an Exchange  Agreement  dated May 14,
2001, the holders of the convertible promissory notes, including Mr. Martin, our
Chief Executive Officer,  and Mr. Reiss, our Chief Operating Officer,  agreed to
exchange the  principal  amount of such  promissory  notes and interest  accrued
thereon  through May 15, 2001 in the aggregate  amount of $2,280,157  for I-trax
Common Stock at the exchange price of $.50 per share. As  consideration  for the
exchange,  the  Company  reset the  exercise  price of the  warrants  to acquire
2,200,000  shares of its  Common  Stock,  originally  issued  together  with the
convertible promissory notes, to $.50 per share. Accordingly, the Company issued
a total  of  4,560,314  shares  of  I-trax  Common  Stock  in the  exchange.  In
undertaking this exchange,  the Company relied on an exemption from registration
under Section 4(2) of the Securities Act and Regulation D thereunder.

         During the first and second quarters of 2001, Mr. Martin, the Company's
Chief  Executive  Officer,  loaned the Company  $515,000  to fund the  Company's
working capital deficiency.  Of such amount, the Company repaid $240,000 in June
2001. On June 25, 2001, Mr. Martin exchanged the outstanding portion of the loan
in the amount of $275,000,  and interest  thereon in the amount of $9,163,  into
I-trax Common Stock at the exchange price of $.50 per share.  The Company issued
an  aggregate  of  568,324  shares  of its  Common  Stock in this  exchange.  In
addition,  the Company  issued Mr. Martin a stock  purchase  warrants to acquire
515,000  shares of I-trax Common Stock at an exercise price of $.50 per share as
consideration for this bridge financing.  The terms of this exchange transaction
and warrant  issuance,  including the exchange price and the  calculation of the
number of warrants granted, were intended to be identical to those applicable to
the debt  exchange  transaction  closed  by the  Company  on June  25,  2001 and
described  above.  In  undertaking  this  offering,  the  Company  relied  on an
exemption  from  registration  under  Section  4(2)  of the  Securities  Act and
Regulation D thereunder.

         During the first and second quarters of 2001, Mr. Reiss,  the Company's
Chief  Operating  Officer,  loaned the Company  $240,000  to fund the  Company's
working capital deficiency. The Company repaid this amount in June 2001. On June
25, 2001,  as  consideration  for the loan,  the Company  issued Mr. Reiss stock
purchase  warrants  to  acquire  240,000  shares  of I-trax  Common  Stock at an
exercise price of $.50 per share. The terms of the warrant  issuance,  including
the calculation of the number of warrants granted, were intended to be identical
to those  applicable to the debt exchange  transaction  closed by the Company on
June 25, 2001 and described  above.  In undertaking  this offering,  the Company
relied on an exemption  from  registration  under Section 4(2) of the Securities
Act and Regulation D thereunder.

         On March 2, 2001,  the Company  entered  into an Amended  and  Restated
Promissory Note and Warrant Purchase  Agreement with a group of investors led by
Psilos Group Partners, L.P. (collectively, the "Psilos Group") pursuant to which
the  Psilos  Group  agreed,  among  other  things,  to loan  the  Company  up to
$1,000,000.  The Psilos Group  included  Nantucket  Healthcare  Ventures I, L.P.
("Nantucket"),  a venture  fund  managed  by Mr.  Martin,  the  Company's  Chief
Executive  Officer.  As  consideration,  the Company  granted  the Psilos  Group
warrants to acquire  2.632 shares of its Common Stock at $.10 per share for each
$1 of the face amount of the loan. 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.  The Psilos  Group  funded  $692,809 of the  $1,000,000  and  received
warrants to purchase  1,823,474  shares of I-trax  Common  Stock.  Of such total
amounts,  Nantucket  funded  $75,000 and received  warrants to purchase  197,400
shares of I-trax Common Stock.  In undertaking  this  offering,  we relied on an
exemption  from  registration  under  Section  4(2)  of the  Securities  Act and
Regulation D thereunder.  All Psilos Group  investors are accredited  investors.
Effective as of January 4, 2002,  all Psilos  Group  investors  exercised  their
warrants  using a  cashless  exercise  feature  and  received  an  aggregate  of
1,701,584 shares of I-trax Common Stock.



                                       23
<PAGE>

         In May 2001,  the Company issued 9,000 shares of its Common Stock to an
investment banker,  representing a portion of such banker's fees. The investment
banker is an accredited investor.  In undertaking this offering, we relied on an
exemption  from  registration  under  Section  4(2)  of the  Securities  Act and
Regulation D thereunder.

         Effective  as of  June  25,  2001,  the  Company  completed  a  private
placement  of  2,200,000  shares of its Common  Stock at $.50 to two  investors,
yielding to the Company a total of $1,100,000.  As consideration  for completing
the private placement,  the Company issued to the participating  investors stock
purchase  warrants  to purchase 1 one share of I-trax  Common  Stock for each $2
invested in this private  placement at an exercise price of $1.00 per share. The
Company,  therefore, issued warrants to acquire a total of 550,000 shares of its
Common  Stock.  Both  participants  in  the  private  placement  are  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.  The  Company  filed  a Form  D with  the  Securities  and  Exchange
Commission  in  connection  with  the  issuance  of its  Common  Stock  in  this
transaction.

         Effective as of July 13, 2001, the Company issued 107,560 shares of its
Common Stock to an investment  banker.  These shares were issued in satisfaction
of accrued  consulting  fees of $76,798.  For  purposes of this  issuance,  each
shares of Common Stock was valued at $.71 per share.  In  addition,  the Company
granted  the  investment  banker a five year  warrant to  purchase up to 180,000
shares of Common Stock at a per share price of $.75. The investment banker 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 September 30, 2001, the Company issued 10,973 shares of
its Common Stock to a consultant.  These shares were issued in  satisfaction  of
accrued consulting fees of $21,946. For purposes of this issuance, each share of
Common  Stock was valued at $2.00 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.

         In October  2001,  the Company  initiated a private  placement of up to
6,000,000 shares of its Common Stock to accredited  investors at $.50 per share,
seeking to raise  approximately  $2,500,000  in cash and to convert  into I-trax
Common  Stock  approximately  $500,000  accrued  by the  Company  on  account of
services  rendered to the Company by certain of its consultants and vendors.  As
of December 31, 2001, we sold an aggregate of 3,901,000  shares,  yielding to us
$1,950,500,  issued an  aggregate of 784,975  shares in exchange for  previously
rendered  services and issued an aggregate of 669,000 in exchange for  surrender
of debt held by the  Company's  Chief  Executive  Officer  and  Chief  Operating
Officer. During the month of January 2002, we sold an additional 110,000 shares,
yielding to us $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  related  expense,  have been used to fund the Company's
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.

         Beginning in November  2000, in an effort to conserve cash, the Company
established a salary  deferment  program  whereby  certain  executive  officers,
including Messrs. Martin and Reiss, and other employees agreed to defer all or a
portion of their  salaries.  To induce  employees to  participate  in the salary
deferment program the Company agreed to pay interest at the rate of 8% per annum
on  the  deferred  salary.  In  addition,  the  Company  promised  participating
employees that they would receive (i) an option to convert  deferred salary into
equity  on the same  basis as  third-party  investors  in the  Company  and (ii)
"coverage  warrants"  to the extent such were granted to  third-party  investors
while  participating  employees were deferring pay. The Company ended the salary
deferment  program on December  31, 2001.  As of December 31, 2001,  the Company
accrued $1,038,876 on account of deferred salaries and interest thereon. Certain
participating employees,  including Messrs. Martin and Reiss, agreed to exchange
a total of $814,595 of accrued  salary,  together  with  interest  thereon,  for
warrants to acquire  2,327,415  shares of Common Stock with an exercise price of
$0.15 per share.  The number of  warrants  issued to each  employee  electing to
surrender  accrued  salary was  calculated  by dividing  such  employee's  total
accrued  salary and  interest  thereon  by $0.35.  Accordingly,  if an  employee
elected to  exchange  accrued  salary for  warrants  and later  exercised  these
warrants,  the  effective  per share price for the shares of I-trax Common Stock
that such employee  would receive would be $.50. The price of $.50 per share was
intended to equal the price per share paid by third-party  investors  purchasing
I-trax Common Stock in several private  placements  completed by I-trax in 2001.




                                       24
<PAGE>

The Company  also  granted the  participating  employees  warrants to acquire an
aggregate  of 710,983  shares of Common  Stock at an exercise  price of $.50 per
share and warrants to acquire an aggregate of 102,073  shares of Common Stock at
an  aggregate  of $1.00 per  share.  These  extra  warrants  were  issued to all
employees that  participated  in the salary  deferment  program  because similar
warrants were issued by the Company to third-party  investors in connection with
the several private  placement  completed by the Company in 2001. In undertaking
these private  placements,  the Company relied on an exemption from registration
under Section 4(2) of the Securities Act.

         Effective as of December 31, 2001,  Mr.  Martin,  the  Company's  Chief
Executive Officer, exercised 470,066 warrants by surrendering to the Company for
cancellation a portion of a loan in the amount of $70,510 payable by the Company
to Mr.  Martin.  The Company  issued the  warrants to Mr.  Martin as part of the
Company's  salary  deferment   program  described  above.  In  undertaking  this
issuance,  the Company  relied on an exemption from  registration  under Section
4(2) of the Securities Act.

         During the third and fourth quarters of 2001, Mr. Reiss,  the Company's
Chief Operating Officer,  loaned the Company $296,000, Mr. Martin, the Company's
Chief  Executive  Officer,  loaned the  Company  $280,000  and Alan  Sakal,  the
Company's Senior Vice President,  loaned the Company $100,000,  in each case, to
fund the Company's  working capital  deficiency.  The Company repaid Mr. Sakal's
loan in January 2002. On December 20, 2001, as consideration  for the loans, the
Company  issued  Messrs.  Reiss,  Martin and Sakal  stock  purchase  warrants to
acquire 148,000 shares, 140,000 shares and 50,000 shares of I-trax Common Stock,
respectively,  at an exercise price of $1.00 per share. The terms of the warrant
issuance,  including the  calculation  of the number of warrants  granted,  were
intended  to be  identical  to  those  applicable  to  the  warrants  issued  in
connection with the Company's  private  placement of $1,100,000 of I-trax Common
Stock and warrants on June 25, 2001 and described  above.  In  undertaking  this
offering,  the Company  relied on an exemption from  registration  under Section
4(2) of the Securities Act and Regulation D thereunder.

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.  (the  "Company"  or  "I-trax")  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.

         The Company's financial  statements have been prepared assuming that it
will continue as a going concern. As of December 31, 2001, the Company's working
capital  deficiency  amounted to $624,863.  During the past two years, cash flow
deficits have amounted to approximately  $400,000 per month on average.  Through
December  31,  2001 and the date of this  report,  the  Company has been able to
secure financing to fund these deficits. Most recently, the Company secured such
funding  from  unrelated  parties,  and in the past,  from its  Chief  Executive
Officer, Chief Operating Officer and other employees of the Company. In the near
future,  additional  cash will be  required  to enable the Company to finish the
development  of its core  products,  liquidate its  short-term  liabilities  and
continue to implement its marketing  strategy.  Management is optimistic that it
will be able to raise additional  capital to fund these  initiatives and also to
fund cash flow deficits; however, there can be no assurance that it will be able
to do so.

         Further,  during the fourth quarter of 2001 and immediately  subsequent
thereto,  the Company  executed  several sales contracts and two joint marketing
agreements  with  organizations  that have the  ability to market the  Company's
products and services to their existing clients.  The Company expects that these
key agreements will generate revenue in 2002 and that in the second half of 2002
the  Company  will have  sufficient  cash  flow to fund its cash flow  deficits.



                                       25
<PAGE>

Nonetheless,  the Company may require  additional  funding to fund its cash flow
deficits  until  then.  The  financial  statements  do not  include  adjustments
relating to the  recoverability  and realization of assets and classification of
liabilities  that might be necessary should the Company be unable to continue in
operation.

Corporate History 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).  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,  and the  price  for its  common  stock is no  longer  quoted on the
Over-the-Counter  Bulletin  Board.  However,  I-trax does file  reports with the
Securities and Exchange Commission, and the price for its Common Stock is quoted
on the  Over-the-Counter  Bulletin  Board under the symbol "IMTX." The shares of
the Company are  represented  by the same stock  certificates  that  represented
shares of Health Management prior to the holding company reorganization.

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

         I-trax acquired iSummit effective as of February 7, 2001 in an exchange
transaction  pursuant  to a  Contribution  and  Exchange  Agreement  dated as of
September 22, 2000, as amended.  In the contribution  and exchange,  the Company
issued a total of 4,222,500  shares of its Common Stock to the owners of iSummit
and the owners  contributed  to the  Company  all of the issued and  outstanding
ownership interests in iSummit. At closing, of the total 4,222,500 shares I-trax
agreed to issue,  2,086,250  shares were  delivered to the owners of iSummit and
2,136,250  shares were deposited with an escrow agent.  Effective as of December
31,  2001,  a total of  1,289,184  shares  held in escrow  were  returned to the
Company and  cancelled.  Accordingly,  the aggregate  number of shares issued by
I-trax to acquire iSummit has been reduced to 2,933,316 shares.  This number may
be further reduced by an additional  50,000 shares,  as  negotiations  regarding
such a further reduction are ongoing. Since February 7, 2001, iSummit has been a
passive,  wholly-owned entity of the Company with certain intellectual  property
as its only assets.

Business Overview

         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, the Company expanded its
product lines by developing  additional software  applications,  adding services
and  completing  several  strategic  acquisitions.  The Company now offers total
population  health  management  solutions.  Our mission is to combine  real time
Internet-based  software  technology  and  targeted  personal  interventions  by
healthcare  professionals  to  improve  the  quality of care,  increase  patient
satisfaction,  improve clinical  outcomes,  reduce practice  variances,  improve
operating efficiencies and lower medical costs.

         Our products  range from  stand-alone  software  applications  to total
health  management  solutions.  Our  stand-alone  software  applications  assist
physicians,   patients  and  the  entire  healthcare   community  in  assessing,
preventing  and  managing  all stages of disease and  wellness.  Currently,  our
stand-alone   software   applications   include  four   clinical   applications:
AsthmaWatch(R),  an asthma  tracking tool,  Health-e-Coordinator(TM),  a disease
management  tool,   C-trax(TM),   a  cardiovascular   point-of-care   tool,  and
eImmune(TM),   an  immunization   management   system;   and  two  web  portals:
MyFamilyMD(TM)  for consumers and CarePrime(TM)  for physicians.  We license our
software  applications  as  client-managed  integrated  applications  or  as  an
application service provider from our secure web hosting facility.



                                       26
<PAGE>

         Our  population  health  management   solutions  assist  public  health
agencies,  hospitals,  health plans,  self-insured  employers,  and colleges and
universities  to  manage  the  healthcare  of their  populations  as  outsourced
services  through  I-trax.  We deliver  these service  solutions by  integrating
Health-e-Coordinator(TM) disease management tool, our web portals Care Prime(TM)
and  MyFamilyMD(TM) and our patient contact center staffed by skilled nurses and
other  healthcare  professionals  24 hours per day, 7 days per week. Our service
solutions are flexible and adoptable.  Without significant  modifications to our
software  applications,  our  solutions  address the  specific  needs of several
segments of the  healthcare  industry,  including,  as examples,  university and
college student health plans,  indigent care coordination and disease management
initiatives and disease management of acutely ill patient with co-morbidities.

Recent Developments

         Recent Acquisition

         On February 6, 2002, I-trax acquired WellComm. WellComm is a healthcare
services  company  that  offers a broad  array of  expertise  including  a nurse
contact center  specializing in disease management,  triage,  health information
survey, and research services for the healthcare  industry.  For the fiscal year
ended December 31, 2001,  WellComm recognized revenue of $5,287,702 and earnings
before  provision  for  income  taxes of  $327,159.  For the  fiscal  year ended
December  31,  2000,  WellComm  recognized  revenue of $979,142  and a loss of $
119,954.

         The WellComm  acquisition was a two-step  reorganization  pursuant to a
Merger Agreement dated as of January 28, 2002 (the "WellComm Merger  Agreement")
by and among  I-trax,  WC  Acquisition,  Inc.,  an  Illinois  corporation  and a
wholly-owned  subsidiary of I-trax  ("Acquisition"),  WellComm,  John Blazek and
Carol Rehtmeyer.  The initial step of the reorganization  transaction involved a
merger of 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.  . The parties to the WellComm
Merger  Agreement  intend to treat the  initial  step and the second step of the
reorganization as part of an integrated plan, such that the two steps constitute
a single  transaction  described in Rev. Rule 2001-46,  2001-42 Internal Revenue
Bulletin 321 (Sep.  24, 2001),  and thus a tax-free  reorganization  pursuant to
Section 368 of the Internal Revenue Code of 1986, as amended.

         At the  closing  of  this  merger,  I-trax  delivered  to the  WellComm
stockholders  $2,000,000 in cash and 7,440,000 shares of I-trax Common Stock and
to each of Ms. Rehtmeyer and Jane Ludwig, both senior officers of WellComm prior
to this merger,  options to acquire  280,000 shares of I-trax Common Stock at an
exercise  price of $0.001  per  share.  I-trax  also  agreed to  deliver  to the
WellComm stockholders  additional contingent merger consideration either in cash
or,  at the  election  of  John  Blazek  as a  representative  of  the  WellComm
stockholders, in shares of I-trax Common Stock. The additional contingent merger
consideration will be equal to 10% of revenues that may be generated by sales of
new services to an existing  WellComm client during a 12-month period  beginning
on the date such new services begin to be delivered. Such new services, however,
must commence by February 5, 2003,  but have not been  commenced as of March 25,
2002. If the additional  contingent  merger  consideration  is paid in shares of
I-trax Common Stock, the shares will valued at the lesser of $1.23 per share and
the  average  of the  closing  price  of  I-trax  Common  Stock  for  twenty  20
consecutive  trading days ending on the day prior to the day a contingent merger
consideration  payment  is  due.  Any  additional  shares  distributed  will  be
recognized as compensation expense in the period earned.

         After the merger, each of Mr. Blazek and Ms. Rehtmeyer joined I-trax as
a Managing Director and Ms. Ludwig joined I-trax as a Vice President pursuant to
employment  agreements with Health Management.  In addition,  Mr. Blazek and Ms.
Rehtmeyer were elected to I-trax's Board of Directors.

         I-trax granted to the WellComm stockholders the following  registration
rights under the Securities Act of 1933, as amended,  with respect to the shares
of I-trax Common Stock issued in the merger: (i) two demand  registration rights
exercisable after February 5, 2005; and (ii) unlimited "piggy back" registration
rights  (subject to underwriter cut back) in the event I-trax  registers  I-trax
Common Stock for its own account.

         I-trax funded the  acquisition  of WellComm by selling a 6% convertible
senior   debenture  in  the  aggregate   principal  amount  of  $2,000,000  (the
"Debenture")  to  Palladin  Opportunity  Fund  LLC  ("Palladin")  pursuant  to a




                                       27
<PAGE>

Purchase  Agreement  dated as of February 4, 2002 between  I-trax and  Palladin.
Pursuant to the  purchase  agreement,  I-trax also issued  Palladin a warrant to
purchase an  aggregate of up to  1,538,461  shares of I-trax  Common Stock at an
exercise price of $1.10 per share (the "Warrant"). The outstanding principal and
any  capitalized  interest  under the Debenture are payable in full on or before
February 3, 2004. Further,  outstanding  principal and any capitalized  interest
may be  converted  at any time at the  election of Palladin  into I-trax  Common
Stock at an initial  conversion price of $1.00 per share. The initial conversion
price is  subject  to  "reset"  as of the dates that are 12 months and 18 months
after the issue  date (each such date,  a "Reset  Date").  With  respect to each
Reset Date, the  conversion  price will only be reduced if the closing bid price
for I-trax Common Stock, averaged during a period of 20 consecutive trading days
ending on the date that immediately  precedes the applicable Reset Date, is less
than the then applicable  conversion  price, in which case, the reset conversion
price is equal to such average.

         Pursuant to the Purchase Agreement, Palladin also received an option to
purchase an additional 6% convertible  senior debenture in the face amount of $1
million and  received an  additional  warrant to purchase an  aggregate of up to
769,230 shares of I-trax Common Stock.  The terms of the optional  debenture and
warrant will be substantially similar to those of the Debenture and the Warrant.
Finally,  pursuant to a related registration rights agreement,  I-trax agreed to
register all of the shares of I-trax Common Stock  underlying  the Debenture and
the  Warrant  on a  registration  statement  on Form  SB-2 or, if I-trax is then
eligible, on a registration statement on Form S-3.

Results of Operations

         For the two years ended December 31, 2001, the Company did not generate
significant sales. During the period, the Company expended a predominant portion
of its resources to build and deliver  eImmune(TM) and C-Trax(TM) to Walter Reed
Army Medical Center in accordance with prior contractual  obligations.  Further,
during  such  period,  the  Company  re-focused  its  efforts to  changing  from
developing custom software  applications for few clients to: (1) commercializing
existing  software  applications  including   eImmune(TM),   AsthmaWatch(R)  and
C-Trax(TM),   (2)  web-enabling  new  applications   including   MyFamilyMD(TM),
CarePrime(TM)   and   Health-e-Coordinator(TM),   and  (3)  and   attempting  to
commercialize  these products as a total population health management  solution.
This  process  began in May 2000 when the Company  brought  together its current
management  team. The process  continued in 2001, when, in response to demand in
the marketplace,  the Company supplemented its technology solutions with disease
management services.  The Company has now focused its marketing efforts on three
main  markets:  (1) college and  university  student  health  services;  (2) the
Department  of   Defense/public   health  sector;   and  (3)  health  plans  and
self-insured employers.

         Year Ended December 31, 2001 Compared to Year Ended December 31, 2000.

         Total  revenues for 2001  amounted to  $613,070,  which  represents  an
increase of $352,425 or 135% from $260,645 for 2000. This increase was primarily
attributable  to: (i) a software  license  for  eImmune(TM)  to Walter Reed Army
Medical Center and (ii)  C-trax(TM)  software  application,  likewise for Walter
Reed Army Medical Center.  Although revenue increased,  cost of revenue decrease
by 36% from  $156,034 for 2000 to $99,584 for 2001.  The decrease in the cost of
revenue is directly  attributable  to the fact that  contracts  executed in 2001
require delivery of software  applications rather than hardware, as was the case
with  contracts  fulfilled in 2000. In 2002 and beyond,  the Company  expects to
generate  revenues by (i) licensing its software  applications on a subscription
basis to  customers  that  rely on their own  capabilities  to  deliver  disease
management   service  or  (ii)  delivery  of  total  population   health/disease
management solutions,  encompassing technology and services.  Management expects
that  its cost of  sales  will  fluctuate  depending  on the  type of  contract.
Management also expects that technology based contracts will yield a low cost of
sales whereas disease  management  contracts coupled with services will increase
the cost of sales.  The Company also  expects  that many of its future  licenses
will  require  the  Company  to make its  software  applications  accessible  by
Internet on a subscription  basis to  self-insured  employers,  health plans and
colleges and universities.

         The  product   development   costs   amounted  to  $818,176  for  2001,
representing an increase of  approximately  15% from prior year. The majority of
this  sum  is  attributable  to the  build  out  of  the  MyFamilyMD(TM)  health
assessment   tools   called    MedWizards(R),    Health-e-Coordinator(TM)    and
CarePrime(TM).  We expect to continue to spend funds on adding  functionality to
MyFamilyMD(TM) by adding MedWizards(R),  on CarePrime(TM),  which interacts with




                                       28
<PAGE>

MyFamilyMD(TM) and its MedWizards(R),  and on Health-e-Coordinator(TM) by adding
additional disease capabilities.  All product development costs in 2000 and 2001
were expensed.

         General  and  administrative  expenses  (excluding  salary and  related
benefits which are explained  separately  below) equaled  $1,711,430 for 2001, a
decrease of 25% from  $2,286,594  for 2000.  The  decrease was  attributable  to
several  factors.  First, in 2000, the Company incurred certain expenses related
to the Company's changed management structure. In addition, the Company incurred
substantial expenses related to its holding company reorganization,  acquisition
of iSummit and related Securities and Exchange Commission  filings,  including a
registration  statement on Form S-4. These costs were primarily recruiting fees,
consulting,  legal and other professional fees. In the third quarter of 2001, in
order  to  conserve  cash,  the  Company  reassessed  its  spending  budget  and
implemented  certain cost  cutting  measures,  including an employee  head count
reduction.  Management  anticipates  that in 2002 it will  maintain  a level  of
spending  similar  to that of the  fourth  quarter  of 2001  because  management
believes  the Company now has the  personnel  to handle  increased  revenue with
minimal  incremental  costs. The Company will also incur additional  expenses in
the area of dues,  filing fees and maintenance  fees in connection with applying
for the listing of its securities on the American Stock Exchange.

         Salary and related benefits  increased by 140% from $2,903,071 for 2000
to  $6,996,108  for 2001. A major  component of such  increase,  $3,100,000,  is
attributable  to a non-cash charge  associated with the Company's  issuing stock
purchase warrants to employees and officers in exchange for surrender of accrued
salary  under the  Company's  Salary  Deferment  Program.  The Salary  Deferment
Program  commenced  in  November  2000 and  terminated  on  December  31,  2001.
Approximately  $1,000,000  was  accrued by the  Company  pursuant  to the Salary
Deferment Program.  In December 2001, the Company gave program  participants the
option of  converting  their  accrued  salary into equity or being paid out over
time if and when the  Company  generated  positive  cash flows from  operations.
Employees that deferred approximately $825,000 agreed to covert this amount into
equity. The Company converted this amount by granting each employee a warrant to
purchase one share of Common Stock at an exercise  price of $.15 per share,  for
each $.35 of deferred salary. For accounting  purposes,  the Company valued such
warrants  utilizing the Black-Scholes  pricing model,  which takes in to account
current market price and volatility of the Company's securities along with other
key factors.  Such valuation  resulted in a charge to earnings of  approximately
$3,100,000.  The remainder of the increase amounting to a approximately $993,000
(inclusive of payroll taxes and related benefits), relates to the Company adding
senior personnel to, among others things, market the Company's population health
management  services and student health solutions.  Management believes that the
added expense has improved the Company's  marketing  strategy  significantly and
that the Company is well positioned for the roll out of its products in 2002.

         Acquired in progress  research and  development  amounted to $1,642,860
for 2001. This amount 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.

         Debt issuance and conversion costs along with interest expense amounted
to  $1,949,320  for 2001.  This was a result of the Company's  valuing  warrants
granted in connection with (i) the conversion of $2,200,000 in principal  amount
of  convertible  promissory  notes,  (ii)  the  conversion  of  certain  officer
advances,  and (iii) the  re-pricing of the exercise  price of certain  warrants
issued in connection  with the convertible  promissory  notes from $2.00 to $.50
each.

         Depreciation and amortization amounted to $799,014 for 2001 as compared
to $75,089 for 2000.  This  increase  of  $723,925 is  primarily a result of the
amortization  of  goodwill  in  connection  with the  acquisition  of iSummit on
February 7, 2001.

         Marketing  and  advertising  expenses  equaled  $989,972  for 2001,  an
increase of 160% from $380,277 for 2000.  The increase was  attributable  to the
Company  expanding  its  marketing  campaign  to  penetrate  the  markets it has
identified  along  with  promoting  itself in the  financial  community  for the
purposes of raising additional equity.

         The Company recorded a net loss of $ 14,359,432 for 2001 as compared to
a loss of $6,415,484 for 2000. The majority of this loss was attributable to the
aggregate  non-cash  charges in  connection  with the  issuance  and granting of
equity securities.


                                       29
<PAGE>


Liquidity and Capital Resources

         Working Capital Deficiency

         The  Company  ended 2001 with over  $1,000,000  in cash on its  balance
sheet.  As of December 31, 2001,  the Company has a working  capital  deficiency
amounting  to  $624,863.  Since  December  31,  2001,  the Company has raised an
additional  $1,425,000 through March 20, 2002, and has received  commitments for
additional  $575,000 by the first week of April 2002. The Company is optimistic,
although no assurance exists,  that if the Company requires  additional  funding
before its operations  produce positive cash flow, it will be able to raise such
funding.

         Sources and Uses of Cash

         Despite its  negative  cash flows from  operations,  which  amounted to
approximately  $4,900,000 for 2001 and $4,700,000 for 2000, the Company has been
able to secure funds to support its operations to date. During the third quarter
of 2001 and first quarter of 2002,  such funds have been received from unrelated
investors.  Prior to the fourth quarter of 2001, the Company received such funds
from Frank A. Martin,  the Company's Chief Executive  Officer,  Gary Reiss,  the
Company's Chief Operating Officer, and certain other senior officers. Management
believes that  additional cash will be required to finish the development of the
Company's products and to implement its revised marketing strategy.

         For 2001 and 2000,  the Company  funded its cash needs  primarily  from
financing  activities  (sales of Common  Stock and issuance of  convertible  and
non-convertible  promissory notes),  which amounted to approximately  $5,400,000
for each of 2001 and 2000.  In the future,  the Company  expects to rely less on
equity  financing  and more on cash flows from  operations.  The  operations  of
WellComm are expected to provide a portion of the Company's  operating cash flow
needs.

         With regards to investing  activities for 2001,  the Company  collected
$312,500, representing a major portion of amounts due under a note issued to the
Company by Diabetex  Corporation (as further  discussed below) in December 2000.
The original amount of the note before all applicable interest and out-of pocket
costs  equaled  $350,000.  During  2001,  the  Company's  investment  in  office
equipment  and furniture was nominal.  The Company  invested  $324,585 in office
equipment and furniture in 2000.

         As of December 31, 2001, the Company's current liabilities  amounted to
approximately  $1,800,000,  of which  approximately  $700,000  is due to Messrs.
Martin and Reiss,  the Company's  Chief  Executive  Officer and Chief  Operating
Officer,  respectively,  for which no  repayment  terms  have been  established.
However,  management  does not expect to repay  these  loans  until the  Company
begins to  generate  cash flows  from  operations  and  obtains  the  consent of
Palladin  pursuant  to the terms of the  Debenture  and related  documents.  The
remainder  of  current  liabilities  of  approximately  $1,100,000  is made  up,
primarily,  of trade payables  amounting to  approximately  $620,000 and accrued
expenses of  approximately  $277,000,  of which $225,000 is accrued salaries not
converted into warrants pursuant to the Company's salary deferment program.  The
Company has good relationships with its vendors and past and current employees.

         The  Company's  long-term  debt  is made  up of 6%  convertible  senior
debenture in the aggregate principal amount of $2,000,000 held by Palladin,  for
which principal and capitalized  interest is not due until February 3, 2004, and
$692,809 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 Mr.
Martin,  our Chief Executive Officer,  for which,  principal and interest is not
due until March 2006.  The Company  expects  that it will be able to repay these
obligations if they are not converted into equity prior to their due date.

         Advances by Officers & Key  Employee  and  Issuance  of  Securities  to
         Related Parties

         During 2001, Mr. Martin and Mr. Reiss and a key employee of the Company
periodically advanced funds to fund the Company's working capital deficiency. As
of December 31, 2001, the Company owed these individuals  $739,598 (inclusive of
accrued interest). As consideration for the advances, the Company issued to such
individuals,  detachable  stock  purchase  warrants to acquire an  aggregate  of
1,093,000  shares of Common Stock at exercise prices ranging from $.50 to $1 per




                                       30
<PAGE>

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 $.50 per share,
the Company issued an aggregate of 1,237,326 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 the
Company's Common Stock.

         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
197,400 shares of the Company's Common Stock at $.10 per share.

         In  connection  with  signing  of  their  employment  agreements,   the
Company's  Chief  Executive and Operating  Officers had each  purchased from the
Company 250,000 shares of Common Stock for a purchase price of $2 per share. The
shares were  purchased  pursuant  to a  subscriptions  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  shall be due in five equal  installments  on each
December 29, 2001 and  thereafter.  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 350,000
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 250,000 of the  350,000  options  granted on
April 10, 2001 since they are deemed a re-price of the cancelled pledge and note
agreements.  Accordingly,  since the  Company's  fair market  value was $1.25 at
December  31,  2001 and such  options  have an  exercise  of $.55,  the  Company
recorded  the  intrinsic  value of $.70 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's  issued  470,066  shares of Common
Stock in connection with the Chief Executive officer exercising 470,066 warrants
by  converting  $70,510 of advance into equity.  Such  warrants  were granted in
connection with the salary deferment program previously discussed.

Critical Accounting Policies

         Legal Contingencies

         We are  currently  involved  in a  certain  threatened  litigation.  As
discussed in Note 13 of our consolidated  financial  statements,  as of December
31, 2001, we have not accrued a loss contingency because the plaintiff's success
in this matter is not deemed probable nor could the Company reasonably  estimate
any adverse effect based on the current facts. We do not believe this proceeding
will have a material adverse effect on our consolidated  financial position.  It
is possible,  however,  that future  results of  operations  for any  particular
quarterly  or annual  period  could be  negatively  and  materially  affected by
changes in our assumptions,  of the effectiveness of our strategies,  related to
these proceedings.

         Impairment of Goodwill

         We have evaluated goodwill for impairment  indicators and will continue
to do so in the future.  Our  judgments  regarding  the  existence of impairment
indicators  are  based on  legal  factors,  market  conditions  and  operational
performance of our acquired businesses. Future events could cause us to conclude
that impairment indicators exist, requiring a write-down of goodwill, which may,
in turn, negatively affect our earnings for any particular period.




                                       31
<PAGE>

         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 hardware  transactions
where the software is not incidental.  For hardware  transactions where software
is not  incidental,  we do not  bifurcate  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.

Material Equity Transactions

         For the years ended  December 31, 2000 and 2001,  the Company  executed
numerous 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.  The Company believes that it has valued
all such  transaction  pursuant  to the various  accounting  rules and that they



                                       32
<PAGE>

ultimately  represent the economic substance of each transaction.  In connection
with issuing Common Stock for services and granting  warrants to compensate debt
holders to convert debt into equity and to compensate  various  individuals  for
deferring  salaries  in order to help  the  Company  succeed,  the  Company  has
recognized  non-cash costs in excess of $6,700,000 of costs which  increased its
loss in excess of $14,000,000.




                                       33
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS



                            I-TRAX INC & SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                                       AND
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
Item                                                                                                     Page No.
<S>                                                                                                        <C>
Independent accountants' report.............................................................................35

Balance sheet at December 31, 2001..........................................................................36

Statements of operations for the years ended December 31, 2001and 2000......................................37

Statement of stockholders' equity (deficiency) for the years ended December 31, 2001 and 2000...............38

Statements of cash flows for the years ended December 31, 2001 and 2000.....................................40

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

</TABLE>




                                       34
<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,  and the related
consolidated  statements of operations,  stockholders'  equity  (deficiency) and
cash flows for the years ended  December 31, 2001 and 2000.  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 audits.

         We conducted our audits 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 two years ended  December 31, 2001 and 2000,  in  conformity  with
accounting principles generally accepted in the United States of America.

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2 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 2. The
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.


PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 29, 2002





                                       35
<PAGE>


                                     I-TRAX, INC. AND SUBSIDIARIES
                                             BALANCE SHEET
                                           DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                 ASSETS

Current assets
<S>                                                                                        <C>
     Cash                                                                                  $ 1,029,208
     Prepaid expenses                                                                           99,245
     Note receivable                                                                            72,437
     Other current assets                                                                        1,915
                                                                                      -----------------
       Total current assets                                                                  1,202,805
                                                                                      -----------------


Office equipment and furniture, net                                                            279,635
Goodwill, net                                                                                2,224,726
Security deposits                                                                               66,896
                                                                                      -----------------

       Total assets                                                                        $ 3,774,062
                                                                                      =================

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable                                                                      $   619,612
     Accrued expenses                                                                          276,750
     Deferred revenue                                                                          148,830
     Capital lease payable                                                                      42,878
     Due to related parties                                                                    739,598
                                                                                      -----------------
       Total current liabilities                                                             1,827,668
                                                                                      -----------------

Capital lease obligation, net of current portion                                                55,901
Promissory notes payable, net of discount                                                      312,327
                                                                                      -----------------

       Total liabilities                                                                     2,195,896
                                                                                      -----------------


Commitments and contingencies (Note 13)                                                             --

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,
       34,939,466 shares issued and outstanding                                                 34,939
     Additional paid in capital                                                             22,964,778
     Accumulated deficit                                                                   (21,421,551)
                                                                                      -----------------
       Total stockholders' equity                                                            1,578,166
                                                                                      -----------------

       Total Liabilities and Stockholders' Equity                                          $ 3,774,062
                                                                                      =================
</TABLE>

                            See accompanying notes to financial statements.



                                                  36
<PAGE>

<TABLE>
<CAPTION>

                                            I-TRAX, INC. AND SUBSIDIARIES
                                               STATEMENTS OF OPERATIONS
                                    FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000





                                                                                   2001                  2000
                                                                              ----------------     -----------------
<S>                                                                                <C>                   <C>
Revenue                                                                            $  613,070            $  260,645
                                                                              ----------------     -----------------

Operating expenses:
     Cost of revenue                                                                   99,584               156,034
     General and administrative                                                     1,711,430             2,286,594
     Salary & related benefits, including $3,915,232 for 2001
        of stock based compensation                                                 6,996,108             2,903,071
     Research and development                                                         818,176               710,858
     Acquired in progress research & development                                    1,642,860                    --
     Depreciation & amortization                                                      799,014                75,089
     Marketing and advertising                                                        989,972               380,277
                                                                              ----------------     -----------------
Total operating expenses                                                           13,057,144             6,511,923
                                                                              ----------------     -----------------

Operating loss                                                                    (12,444,074)           (6,251,278)
                                                                              ----------------     -----------------

Other income (expenses):
     Miscellaneous income                                                                   -               119,689
     Settlements of judgments                                                               -             (176,500)
     Debt issuance & conversion costs                                             (1,424,688)                    --
     Interest income                                                                   33,962                15,011
     Interest expense                                                                (524,632)             (122,406)
                                                                              ----------------     -----------------
Total other income (expenses)                                                      (1,915,358)             (164,206)
                                                                              ----------------     -----------------


Loss before provision for income taxes                                            (14,359,432)           (6,415,484)
                                                                              ----------------     -----------------

Provision for income taxes                                                                 --                    --
                                                                              ----------------     -----------------

Net loss                                                                        $ (14,359,432)         $ (6,415,484)
                                                                              ================     =================

Loss per common share:

Basic and diluted                                                                        (.54)                 (.36)
                                                                              ================     =================

Weighted average number of shares outstanding:                                     26,457,013            18,037,879
                                                                              ================     =================




                                   See accompanying notes to financial statements.
</TABLE>



                                                         37
<PAGE>


<TABLE>
<CAPTION>
                                                   I-TRAX, INC. AND SUBSIDIARIES
                                          STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                          FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                                                                          Total
                                                                     Additional                          Notes        Stockholders'
                                            Common Stock               Paid-in      Accumulated       Receivable         Equity
                                       Shares          Amount          Capital        Deficit          Officers       (Deficiency)
                                     ----------     -----------     -----------     -----------      -----------      -----------
<S>                 <C>              <C>            <C>             <C>             <C>                <C>           <C>
Balances at January 1, 2000          15,799,843     $    15,800     $ 1,043,527     $  (646,635)             $ -      $   412,692

Sale of common stock,
    net of costs (note 12)            1,800,000           1,800       1,793,080               -                -        1,794,880

Sale of common stock,
    net of costs (note 15)              862,500             863       1,724,160               -                -        1,725,023

Issuance of common stock in
    connection with services
    rendered to the Company              25,000              25          49,975               -                -           50,000

Issuance of commons stock in
    connection with conversion
    of related party debt                17,500              17          34,983               -                -           35,000

Grant of Non-qualified and Non-plan
    options to consultants as
    considerations for services
    Rendered                                  -               -         256,035               -                -          256,035

Fair market value of detachable
    purchase warrants issued with
    convertible promissory notes              -               -         743,027               -                -          743,027

Issuance of common stock in
    connection with exercise of
    stock options                       250,000             250          24,750               -                -           25,000

Issuance of common stock in
    connection with officers
    Note & Pledge Agreements            500,000             500         999,500               -         (999,500)             500

Net loss for the year ended
    December 31, 2000                         -               -               -      (6,415,484)               -       (6,415,484)
                                     ----------     -----------     -----------     -----------      -----------      -----------

Balances at December 31, 2000        19,254,843     $    19,255     $ 6,669,037     $(7,062,119)     $  (999,500)     $(1,373,327)
                                     ==========     ===========     ===========     ===========      ===========      ===========





                                          See accompanying notes to financial statements.
</TABLE>


                                                                38
<PAGE>


<TABLE>
<CAPTION>

                                                   I-TRAX, INC. AND SUBSIDIARIES
                                          STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                          FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                                                                                                         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 December 31, 2000     19,254,843      $19,255            $ 6,669,037     $ (7,062,119)     $ (999,500)     $(1,373,327)

Common Stock issued in
   connection with acquisition
of
   iSummit Partners, LLC           3,368,000        3,368              5,250,712               --              --        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               2,200,000        2,200              1,097,800               --              --        1,100,000

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

Cancellation of Note and
   Pledge Agreements                (500,000)        (500)              (999,500)              --         999,500             (500)

Issuance of Common Stock and
   warrants in connection with
   conversion of convertible
   promissory notes                4,560,314        4,560              2,547,224               --              --        2,551,784

Issuance of Common Stock and
   warrants in connection
   with conversion of
   advances from officers          1,237,326        1,238              1,247,894               --              --        1,249,132

Sale of Common Stock, net of
costs
   October 2001, Private           4,211,976        4,212              2,038,746               --              --        2,042,958
Placement

Issuance of Common Stock and
   warrants as consideration for
services
   rendered to the Company           601,533          601              1,012,297               --              --        1,012,898

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

Cancellation of shares in
connection
   with purchase price adjustment
   for iSummit Partners, LLC        (464,592)        (465)              (724,299)              --              --         (724,764)

Issuance of common stock in
connection
   with exercise of warrants         470,066          470                 70,040                                            70,510

Mark-to-market of options
granted to
   Officers in lieu of canceling
Note &
   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     34,939,466   $   34,939           $ 22,964,778     $(21,421,551)        $    --      $ 1,578,166
                                  ==========   ==========           ============     ============         =======      ===========

                                          See accompanying notes to financial statements.
</TABLE>



                                                                39
<PAGE>



<TABLE>
<CAPTION>
                                           I-TRAX, INC. AND SUBSIDIARIES
                                             STATEMENTS OF CASH FLOWS
                                  FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                                      2001                2000
                                                                                  -----------          ----------
Operating activities:
<S>                                                                              <C>                  <C>
     Net loss                                                                    $(14,359,432)        $(6,415,484)
     Adjustments to reconcile net loss to net
       cash used for operating activities:
         Purchase research & development                                            1,642,860                  --
         Accretion on discounts charged to interest expense                           463,551                  --
         Depreciation and amortization                                                799,014              75,090
         Issuance of various securities for consideration of services               6,576,003             429,125
     Decrease (increase) in:
       Accounts receivable                                                            217,145             194,893
       Prepaid expenses                                                               (62,539)            (11,936)
       Other current receivables                                                        2,666              (4,581)
     (Decrease) increase in:
       Accounts payable                                                               192,462             260,172
       Accrued expenses                                                              (167,592)            418,742
       Customer Deposits                                                             (226,404)            375,234
                                                                                  -----------          ----------
Net cash used for operating activities                                             (4,922,266)         (4,678,745)
                                                                                  -----------          ----------

Investing activities:
     Purchase of office equipment and furniture                                        (1,990)           (324,585)
     Security deposits made (refunded)                                                 61,486             (88,220)
     Collection of (investment) in promissory note receivable                         312,500            (350,000)
                                                                                  -----------          ----------
Net cash provided by (used for) investing activities                                  371,996            (762,805)
                                                                                  -----------          ----------

Financing activities:
     Repayments of convertible debentures                                                  --             (37,500
     Proceeds from issuance of promissory note payable                                692,809                   -
     Repayments to related parties                                                         --             (31,048)
     Proceeds from officers advances                                                1,180,990                   -
     Repayments of officers advances                                                 (480,000)                  -
     Principal payments on capital leases                                             (40,095)             (2,727)
     Proceeds from sale of common stock, net of expenses                            3,822,968           3,519,903
     Proceeds from issuance of convertible promissory notes                           270,000           1,930,000
                                                                                  -----------          ----------

Net cash provided by financing activities                                           5,446,672           5,378,628
                                                                                  -----------          ----------

Net increase (decrease) increase in cash                                              896,402             (62,922)

Cash and cash equivalents at beginning of year                                        132,806             195,728
                                                                                  -----------          ----------

Cash and cash equivalents at end of year                                          $ 1,029,208          $  132,806
                                                                                  ===========          ==========
Supplemental disclosure of non-cash flow information:
  Cash paid during the year for:
       Interest                                                                   $     7,468          $    4,537
                                                                                  ===========          ==========

       Income taxes                                                               $         -          $        -
                                                                                  ===========          ==========
Schedule of non-cash investing activities:
     Acquisition of office equipment in connection with
       capital lease obligations                                                  $         _          $  141,578
                                                                                  ===========          ==========

Schedule of non-cash financing activities:
     Issuance of common in connection with converting promissory notes
       and related party advances                                                 $ 2,551,784          $   35,000
                                                                                  ===========          ==========

Acceptance (cancellation) of promissory note in connection with sale of
     Common stock                                                                 $  (999,500)         $  999,500
                                                                                  ===========          ==========

                                  See accompanying notes to financial statements.
</TABLE>



                                                        40
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE 1--ORGANIZATION

History

I-trax,  Inc.  (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.  At the effective time
of the  reorganization,  all of the stockholders of Health Management became the
stockholders  of the  Company  and  Health  Management  became  a  wholly  owned
subsidiary  of the Company.  The holding  company  structure  allows the Company
greater  flexibility in its expansion and diversification  plans.  Additionally,
the holding company  structure  facilitated the acquisition of iSummit Partners,
LLC (D/B/A  "MyFamilyMD"),  which was consummated on February 7, 2001 as further
discussed in Note 6 and the  acquisition of WellComm  Group,  Inc on February 6,
2002,  as  discussed  in Note 17. The  Company's  common  stock is quoted on the
Over-the-Counter Bulletin Board under the symbol "IMTX".

The Company, through its subsidiary, Health Management, offers population health
management  solutions  to  the  medical  industry  by  utilizing  its  suite  of
technology   products.   The   Company's   mission  is  to  combine   real  time
Internet-based  software  technology,  smart electronic  health  information and
education, electronic health risk assessments and risk stratification,  seamless
messaging  and targeted  electronic  and personal  interventions  by  healthcare
professionals  to improve the quality of care,  increase  patient  satisfaction,
improve  clinical  outcomes,   reduce  practice  variances,   improve  operating
efficiencies  and lower medical costs. The Company has also developed a powerful
disease  management  software  engine and  database  architecture,  which can be
expanded into unlimited health care applications.

As of December 31, 2001, the Company has two wholly owned  subsidiaries,  Health
Management as described above, and is the sole member of iSummit Partners,  LLC,
a limited  liability company acquired in February 2001.  iSummit  Partners,  LLC
does  have  any  operations   other  than   maintaining   ownership  of  certain
intellectual property.

NOTE 2--GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  For the years ended 2001 and 2000 the
Company  used  cash  in  operations  of  $4,900,000   and   $4,700,000   million
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.

Beginning  in the fourth  quarter of 2000,  in an effort to conserve  cash,  the
Company  established  a  salary  deferment  program  whereby  certain  executive
officers  and certain  other  senior  level  employees  agreed to defer all or a
portion of their  salaries  until the  Company  reached  positive  cash flows or
secured  significant  financing  either  from  equity or debt  instruments.  The
program  remained in effect  until  December  31,  2001.  As  consideration  for
individuals  deferring salaries,  the Company agreed to pay interest at the rate
of 8% per annum on the deferred salary and offered warrants with exercise prices
paralleling  the same exercise  prices granted to outside  investors  during the
year.  The  Company  agreed to repay  such  accrued  salary to  individuals  not
electing  to  convert  into  equity  over  a  twelve-month   period   commencing
immediately upon generating excess cash flows from operations.



                                       41
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



NOTE 2--GOING CONCERN (cont'd)

Through December 31, 2001 and the date of this report, the Company has been able
to secure financing to support its working capital deficiency.  Such support has
been  received  from  unrelated  parties and its Chief  Executive  and Operating
Officers.  In the near  future,  additional  cash will be required to enable the
Company to finish the development of its core products, liquidate its short-term
liabilities  and  continue to  implement  its  marketing  strategy  based on its
re-defined markets.

Management  is  optimistic  that it will be able to  raise  additional  capital,
however,  there can be no  assurance  that it will be able to do so.  During the
fourth quarter of 2001 and immediately  subsequent thereto, the Company executed
several sales  contracts and two joint marketing  agreements with  organizations
that have the ability to market the  Company's  products  and  services to their
existing  clients.  The Company  expects that these key agreements will generate
revenue  in 2002  and that in the  second  half of 2002 the  Company  will  have
sufficient cash flow to fund its cash flow deficits.

Regardless of these positive events, the Company will require additional funding
to bridge the gap until these  agreements and contracts  materialize  into cash.
These facts raise substantial doubt about the Company's ability to continue as a
going concern.  The financial  statements do not include adjustments relating to
the  recoverability  and realization of assets and classification of liabilities
that might be necessary should the Company be unable to continue in operation.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash And Cash Equivalents

The Company considers highly liquid  investments with maturities of three months
or less at the time of purchase to be cash equivalents.

Income Taxes

The Company  accounts for income taxes in accordance with 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.

Loss Per Common Share

Loss per common  share is computed  pursuant to Financial  Accounting  Standards
Board, "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, 2001,  11,743,718  options and warrants  were excluded from the diluted loss
per share computation, as their effect would be anti-dilutive.




                                       42
<PAGE>



                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

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, 2001

The  carrying  value  of cash,  accounts  payable  and  accrued  expenses  are a
reasonable estimate of there fair value because of the short-term maturity.

Office Equipment And Furniture

Office   equipment  and   furniture  are  recorded  at  cost  less   accumulated
depreciation  which is provided on the  straight  line basis over the  estimated
useful  lives  of  the  assets  which  range  between  three  and  seven  years.
Expenditures for maintenance and repairs are expensed as incurred.

Accounts Receivable

The Company utilizes the allowance method for recognizing the  collectibility of
its accounts receivable.  The allowance method recognizes bad debt expense based
on a review of the  individual  accounts  outstanding  based on the  surrounding
facts.

Research And Development Costs

Research and development costs are expensed as incurred.  Such costs amounted to
$818,176  and  $710,858  for  the  years  ended  December  31,  2001  and  2000,
respectively.

Revenue Recognition

The Company  recognizes  revenues 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.

Revenue   from   software    development    contracts   is   recognized   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 & 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 & Exchange  Commission.  The adoption had no impact on the  Company's
financial statements.



                                       43
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Software Development Costs

In accordance with the provisions of Statement of Financial  Accounting Standard
(SFAS) No. 86,  Accounting for the Costs of Computer Software to be Sold, Leased
or Otherwise  Marketed,  the Company will  capitalize  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,  2001,  the Company  has not  capitalized  any
software  development  costs.  Commencing  with the first  quarter of 2002,  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.

Comprehensive Income

The Company has 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  comprehensive  income for the years ended  December 31, 2001 and
2000.

Reclassification

Certain  reclassifications  of operating expenses in the statement of operations
for the  year  ended  December  31,  2000  have  been  made to  conform  to 2001
presentation.

Stock-Based Compensation

The Company accounts for employee stock options using the intrinsic value method
as prescribed by Accounting Principles Board Opinion No. 25 "Accounting or Stock
Issued to Employees". The Company follows the disclosure provisions of Statement
of Financial  Accounting Standard ("SFAS") No. 123,  "Accounting for Stock Based
Compensation" for valuing common stock issued to non-employees, which recommends
the  utilization  of the Black  Scholes  option-pricing  model for  valuing  the
underlying securities to be issued.

Segment Reporting

The Company  evaluates  segment  performance  based on income  from  operations.
Through  December 31, 2001, the Company does not measure segment  performance as
it operates in only one segment.

New Accounting Pronouncements

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities," as amended by SFAS No. 137, "Accounting for Derivatives Instruments
and Hedging  Activities-Deferral  of the  Effective  Date of FASB  Statement No.
133," and SFAS No. 138,  "Accounting  for Certain  Derivatives  Instruments  and
Certain Hedging  Activities."  The standards  require an entity to recognize all
derivatives  as  either  assets  or  liabilities  measured  at fair  value.  The
accounting  for the changes in fair value of a derivative  depends on the use of
the  derivative.  The  Company  does not have any  derivatives  subject to these
pronouncements at this time.


                                       44
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

New Accounting Pronouncements  (cont'd)

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards ("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 are effective for business  combinations for which the date of
acquisition  is  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 will be effective  for fiscal years  beginning
after  December  15,  2001.  The  Company  will  adopt SFAS No. 142 in the first
quarter  of  calendar  year 2002 and  accordingly  will  cease  amortization  of
goodwill.  From February 7, 2001 through December 31, 2001, the Company recorded
$640,851 of amortization.  The impact of the impairment  provisions,  if any, of
FAS 142 cannot be estimated at this time.

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. The adoption of SFAS 144
is not expected to have a material  impact on the  financial  statements  of the
Company.

NOTE 4--NOTE RECEIVABLE

Pursuant to a promissory note and a security  agreement dated December 19, 2000,
the Company loaned Diabetex Corporation  ("Diabetex"),  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
have paid the  Company a total of  $312,500,  which has 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  equaled  $72,437,  of which  $37,500 was paid on February  11,  2002.  The
parties anticipate that the outstanding  balance along with all accrued interest
will be repaid by May 15, 2002.

NOTE 5--OFFICE EQUIPMENT AND FURNITURE

Office equipment and furniture are as follows at December 31, 2001:

             Office equipment                             $   420,171
             Furniture                                        100,364
                                                          -----------
                                                             520,535

             Less: accumulated depreciation                   240,900
                                                          -----------

                                                          $   279,635
                                                          ===========




                                       45
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



NOTE 5--OFFICE EQUIPMENT AND FURNITURE (cont'd)

Certain  office  equipment is pledged as  collateral  for related  capital lease
obligations. (See Note 9.)

Depreciation  expense for the years ended December 31, 2001 and 2000 amounted to
$158,162 and $75,090 respectively.

NOTE 6--ACQUISITION OF ISUMMIT PARTNERS, LLC

Effective  February 7, 2001,  the Company  completed the  acquisition of iSummit
Partners,  LLC, doing  business as MyFamilyMD  ("iSummit") by issuing a total of
4,222,500  shares of its common  stock to the owners of iSummit in exchange  for
all of the issued and outstanding limited liability company membership interests
of iSummit.  For purposes of recording the  acquisition,  of the total 4,222,500
shares,  the Company  originally  recorded 3,368,000 shares (valued at $1.56 per
share or $5,254,080)  (non-contingent)  as  consideration.  Furthermore,  of the
total  4,222,500  shares,  854,500 shares would have been released to the former
owners of iSummit, and recorded as an expense for accounting purposes,  upon the
Company  reaching  certain  revenue  targets  generated by  iSummit's  products.
Contemporaneously with recording 3,368,000 shares, the Company recorded goodwill
of  $3,590,341   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 entity.

Effective  December 31, 2001,  1,289,184 of the total 4,222,500 shares have been
mutually cancelled based on additional  unexpected costs the Company incurred in
building out the  technology it had acquired  from  iSummit.  iSummit has been a
passive  wholly owned entity of the Company,  which holds  certain  intellectual
property of the Company and it does not engage in any operations. For accounting
purposes,  the Company has reversed 464,592 of the total shares surrendered with
a  recorded  value  of  $724,764,   since  the  remaining  854,500  were  shares
contingently issuable upon reaching certain revenue targets,  which were not met
and therefore were not previously recorded.

The  Company  is  amortizing   the  goodwill  over  a  five-year   period  on  a
straight-line  basis.  Accordingly,  from February 7, 2001 (date of acquisition)
through  December  31,  2001,  the  Company  recorded  amortization  expense  of
$640,851.

The following summarized table sets forth the pro-forma statements of operations
as if the  acquisition  was consummated at the beginning of the year for each of
the respective periods.

<TABLE>
<CAPTION>
                                                                        Year ended
                                                                       December 31,
                                                                  2001             2000
                                                             --------------- -----------------
<S>                                                              <C>              <C>
           Total revenue                                         $  613,070       $   260,645
                                                             =============== =================

           Total expenses                                     $ 14,972,502       $  7,466,426
                                                             =============== =================

           Net loss                                           $ (14,359,432)     $ (7,205,781)
                                                             =============== =================

           Pro forma basic and diluted net loss per share              (.54)             (.34)
                                                             =============== =================

           Weighted average number of shares outstanding         26,457,013        20,941,287
                                                             =============== =================
</TABLE>



                                       46
<PAGE>


                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 7--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
("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 a loan to
CardioContinuum  of $100,000 in the form of a promissory  note,  and all accrued
but unpaid  interest there under,  issued by  CardioContinuum  to the Company on
January 8, 2001 would be  surrendered  by the  Company  to  CardioContinuum  for
cancellation as an up front license fee for the intellectual  property  license.
As a result of  CardioContinuum  filing for bankruptcy  during 2001, the Company
wrote off the deposit on the  intellectual  property since it wouldn't have been
able to realize any value and repayment of the note was unlikely.

NOTE 8--ACCRUED EXPENSES

Accrued expenses consist of the following at December 31, 2001:

        Interest                                                      49,469
        Salaries                                                     224,281
        Other                                                          3,000
                                                                 -----------
            Total                                                $   276,750
                                                                 ===========

NOTE 9--CAPITAL LEASE OBLIGATIONS

During  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.

During 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.

The future minimum lease commitments under the capital leases as of December 31,
2001 are as follows:

               For the year
            ended December 31:

               2002                                             $     51,636
               2003                                                   44,492
               2004                                                    8,772
               2005                                                    2,924
                                                                ------------
                                                                     107,824
               Total future payments

               Less amount representing interest                      (9,045)
                                                                ------------

               Present value of minimum lease payments                98,779
               Less current portion                                   42,878
                                                                ------------
               Net long term portion                            $     55,901
                                                                ============



                                       47
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



NOTE 9--CAPITAL LEASE OBLIGATIONS (cont'd)

At December 31, 2001  equipment  under capital leases is carried at a book value
of $93,824.

NOTE 10--RELATED PARTIES TRANSACTIONS

During the year ended December 31, 2001, the Company's Chief Executive  Officer,
Chief  Operating  Officer and a key employee have  periodically  advanced/repaid
funds  to/from the Company for working  capital.  As of December 31,  2001,  the
Company  was  advanced  a net of  $739,598  after  certain  repayments  and  the
conversion.  As  consideration  for the  advances,  the  Company  issued to such
individuals,  detachable  stock  purchase  warrants to acquire an  aggregate  of
1,093,000  shares of common stock at exercise prices ranging from $.50 to $1 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 $.50 per share,  the
Company issued an aggregate of 1,237,326 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 12.

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  197,400
shares  of the  Company's  Common  Stock at $.10  per  share.  (See  Note 11 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  250,000
shares of common  stock for a purchase  price of $2 per share.  The shares  were
purchased pursuant to a subscriptions 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  shall be due in five equal  installments  on each  December 29, 2001 and
thereafter.  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  350,000  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 250,000 of the 350,000  options  granted on April 10,
2001  since  they  are  deemed  a  re-price  of the  cancelled  pledge  and note
agreements.  Accordingly,  since the  Company's  fair market  value was $1.25 at
December  31,  2001 and such  options  have an  exercise  of $.55,  the  Company
recorded  the  intrinsic  value of $.70 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  470,066  shares of common stock in
connection  with the Chief  Executive  Officer  exercising  470,066  warrants by
converting  $70,510  of advance  into  equity.  Such  warrants  were  granted in
connection with the salary deferment program previously discussed in Note 2.



                                       48
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 11--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. and its
affiliates (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 shares of the
Company's  common  stock at $.10 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, 2001,  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
1,823,473 shares of the Company's 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.
Furthermore,  the  discount  is being  accreted to  interest  expenses  over the
five-year  term of the  underlying  promissory  notes.  As of December 31, 2001,
$79,372 of such discount is accreted to interest expense.

NOTE 12--CONVERTIBLE PROMISSORY NOTES PAYABLE

From  November 2000 through May 2001,  the Company  issued  several  Convertible
Promissory  Notes  ("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 the  Promissory  Notes and  accrued  and unpaid
interest  thereon were  convertible  into common  stock at $2.00 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  2,200,000  shares of the  Company's  common stock at an
exercise price of $2.00.

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. On May 14,
2001,  the holders of the  Promissory  Notes and the  Company  entered in to the
Exchange  Agreement.  As of May 15, 2001, the date the holders of the Promissory
Notes and the Company entered in to the 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 $.50 per share. In addition,  as  consideration  for the exchange,  the
Company reset the exercise price of the warrants to $.50 per share. Accordingly,
the Company issued a total of 4,560,314  shares of the Company's 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 $2 to $.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.



                                       49
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 13--COMMITMENTS AND CONTINGENCIES

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   potentially   expose   the   Company  to
concentrations  of  credit  risk,  consist  primarily  of  accounts  receivable.
Although  as of  December  31,  2001,  the  Company  did not have  any  accounts
receivables,  it did generate  revenue from a small  concentration of customers.
For the years  ended  December  31,  2001 and 2000,  the Company had one and two
unrelated customers, respectively, which accounted for 84% and 75%, respectively
of total revenues.

Office Leases

On  October  22,  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.

The Company's  approximate  future minimum  annual rental  payments (as revised)
including annual escalations under the non-cancelable operating leases in effect
as of December 31, 2001 are as follows:

                  For the year
                ended December 31,

                      2002                    $    166,200
                      2003                         144,600
                      2004                         123,000
                      2005                          61,000
                      2006                               -
                                              ------------
                                              $    494,800
                                              ============

Rent  expense  for the  years  ended  December  31,  2001 and 2000  amounted  to
approximately $312,000 and $249,000, respectively.




                                       50
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 13--COMMITMENTS AND CONTINGENCIES

Employment Agreements

The Company over the course of its history has entered  into 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
$75,000 to $175,000.

Judgments

During 1998,  several  judgments were entered against Health Management while it
was operating as U.S.  Medical  Alliance,  relating to, among other things,  the
Company's  prior  line  of  business  of  managing  physician   practices.   The
allegations made in the underlying suits related to wrongful discharge,  general
breach of  contract,  breach of equipment  lease  agreements  and  miscellaneous
vendor claims.  The aggregate gross amount of such judgments entered against the
Company and certain associated physicians were approximately  $600,000.  Between
1999 and 2000, the Company settled and paid all such judgments for approximately
$214,000.

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 that Plaintiff is barred from  reactivating the civil action by
the  bankruptcy  stipulation.  The  Plaintiff  is appealing  the Civil  Division
Opinion-Letter/Order  and the appeal is pending.  As of December 31,  2001,  the
Company made no accrual for accounting  purposes because the Plaintiff's success
in this matter is not deemed probable nor could the Company reasonably  estimate
any adverse effect based on the current facts.

Profit Sharing Plan

During the second quarter 2000, the Company  established 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, 2001, the Company has made no contributions.



                                       51
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



NOTE 14--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.

The only  material tax effect of  significant  items  comprising  the  Company's
current  deferred tax assets as of December 31, 2001 is its net  operating  loss
carry forwards,  which amounted to approximately  $11,600,000.  The deferred tax
asset   associated   with  the  Company's  net  operating   losses  amounted  to
approximately $4,200,000 as of December 31, 2001.

In  accordance  with SFAS No. 109,  the Company  has  recorded a 100%  valuation
allowance for such deferred tax asset since  management could not determine that
it was "more  likely than not" that the  deferred tax asset would be realized in
the future. The Company's net operating losses will expire between 2011 and 2016
if not utilized.

NOTE 15--STOCKHOLDERS' EQUITY

Amendment of the Company's Certificate of Incorporation

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

2000 Issuances of Common Stock and Warrants

During  January and  February  2000,  the Company sold an aggregate of 1,800,000
shares of its common stock at $1 per share  yielding net proceeds of  $1,794,880
after certain offering  expenses.  Such shares were sold pursuant to Rule 506 of
Regulation D promulgated under the Securities Act of 1933.

In May 2000, the Company commenced a private  placement  pursuant to Rule 506 of
Regulation  D under the  Securities  Act of 1933.  The  offering  was  initially
comprised of 1,000,000  shares of its common stock at $2 per share.  Pursuant to
such offering, the Company sold an aggregate of 862,500 shares yielding proceeds
of $1,725,023 as of December 31, 2000.

In August 2000,  the Company  issued  25,000 shares of its common stock at $2.00
per share for recruiting  expenses in connection with expanding its sales force.
Accordingly,  the Company recorded  recruiting  expense  amounting to $50,000 in
connection with such issuance.

In September  2000,  the Company  issued  17,500 shares of its common stock to a
former officer of Member-Link in connection  with a $35,000 advance made by such
officer in prior year.



                                       52
<PAGE>

                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



NOTE 15--STOCKHOLDERS' EQUITY (cont'd)

2000 Issuances of Common Stock and Warrants (cont'd)

For the  year  ended  December  31,  2000,  the  Company  recorded  $256,035  of
consulting expenses as a result of granting 280,000 non-plan/non-qualified stock
options utilizing the Black-Scholes option-pricing model.

Concurrently with the sale of the Convertible Promissory Notes discussed in Note
12, the Company issued  detachable  purchase  warrants to purchase an additional
share for every  dollar  invested of the  Company's  common  stock at an initial
exercise price of $2 per share. As of December 31, 2000, the proceeds  allocated
to the detachable purchase warrants amounted to $743,027, which was valued using
the  Black-Scholes  pricing model. Such amount was recorded as a discount to the
Promissory Notes. The discount is being accreted as expense over the life of the
underlying  Promissory  Notes. For the year ended December 31, 2000, the Company
recorded $97,590 of the discount accreted to interest expense.  In addition,  as
of December  31,  2000,  the  Company  has  accrued  $20,278 of interest on such
outstanding notes payable.

2001 Issuances of Common Stock and Warrants

In connection  with the issuance of the  Promissory  Notes payable  discussed in
Note 11 the Company granted the C2 Investor Group detachable warrants to acquire
2.632 shares of the Company's  common stock at $.10 per share for each $1 of the
face amount of the loan. As of December 31, 2001,  the C2 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
1,823,473  shares  of  the  Company's  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
2,200,000 shares of its common stock at $.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 550,000  shares of common stock at an exercise price of $1.00
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
500,000 shares of common stock for a purchase price of $2 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 shall be due in five equal installments on each December
29, 2001 and thereafter.  Effective during the second quarter 2001,  pursuant to
board  resolutions,  such notes and pledge agreements were canceled.  Subsequent
thereafter,  such  executive  officers  were  granted  an  aggregate  of 700,000
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
Company's fair market value was $1.25 at December 31, 2001 and such options have
an exercise of $.55, the Company recorded the intrinsic value of $.70 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.


                                       53
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 15--STOCKHOLDERS' EQUITY (cont'd)

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

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
Note as discussed  in Note 12, 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
$.50 per share.  Accordingly,  during the second  quarter,  the Company issued a
total of 4,560,314  shares of the Company's  common stock for conversion of such
debt. In addition,  as consideration  for the conversion,  the Company reset the
exercise price of 2,200,000  warrants  previously issued to such holders to $.50
per share  from  $2.00.  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 $2 to $.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.

During the year, 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 1,093,000 shares of common stock at exercise prices
ranging from $.50 to $1 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 1,237,326 shares of its 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,  pursuant to a private placement, the Company sold
an  aggregate  of  4,211,976  shares of common  stock for cash and  services for
$2,042,958 (net of $50,640 of direct costs).

During the year,  pursuant  to various  agreements  and board  resolutions,  the
Company  issued an  aggregate  of 601,533  shares of its 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
180,000 five year  warrants  with an exercise  price of $0.75 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.



                                       54
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 15--STOCKHOLDERS' EQUITY (cont'd)

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

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 $.50
to $1. Accordingly,  the Company granted 710,983 warrants with an exercise price
of  $.50  each  and  102,703  warrants  with  an  exercise  price  of  $1  each.
Additionally,  individuals  were given the option to convert the actual deferred
salaries  into  warrants  with an exercise  price of $.15 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  2,327,415 warrants  exercisable at $.15.  Accordingly,  the Company
granted  an  aggregate   of  3,141,101   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  470,066  shares of common stock in
connection  with the Chief  Executive  Officer  exercising  470,066  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
8,517,509 with exercise prices ranging from $.10 to $1.00.

NOTE 16 - STOCK OPTIONS

2001 Equity Compensation Plan

On March 20, 2001,  the  Company's  Board of  Directors  adopted the 2001 Equity
Compensation  Plan (the "2001  Plan").  The Board of Directors  amended the 2001
Plan on April 10, 2001 and the Company's  stockholders  adopted the 2001 Plan on
May 21, 2001. Four separate types of equity compensation may be issued under the
2001  Plan.  First,  stock  options  may be  granted  to  eligible  individuals,
including employees, consultants, advisors and non-employee members of the Board
of  Directors.  Stock  options give  optionees  the right to purchase  shares of
common stock at an exercise price  determined at the time the option is granted.
Second, a salary  investment  option grant program may be implemented  under the
2001 Plan. The salary investment option grant program 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.
Third,  direct issuances of stock may be made to eligible persons under the 2001
Plan. Persons receiving direct issuances of restricted stock may purchase shares
of common  stock at a price less than,  equal to or greater than the fair market
value of the common  stock or may receive  such shares of common  stock for past
services rendered or as a bonus for the performance of services. In addition, if
specifically implemented,  the Plan permits non-employee members of the Board of
Directors to automatically receive options to purchase shares of common stock at
periodic intervals.

The number of shares of common stock that may be currently issued under the 2001
Plan shall not exceed  5,000,000.  The number of available shares subject to the
2001 Plan will  increase  automatically  on the first day of each  calendar year
beginning  with the year  2002 by an  amount  equal to the  lesser  of (i) three
percent (3%) of the shares of common stock then  outstanding  and (ii) 1,000,000
shares.  No one person  participating  in the 2001 Plan may receive  options for
more than 400,000 shares of common stock per calendar year.

As of December  31,  2001,  the Company had granted an  aggregate  of  2,565,632
options with an exercise price of $.55.


                                       55
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 16 - STOCK OPTIONS (cont'd)

2000 Equity Compensation Plan

As of December  31,  2001,  the Company had granted an  aggregate  of  2,617,223
options pursuant to the 2000 Equity  Compensation Plan, of which 905,000 options
have an exercise price of $1.00 per share and 1,712,223 options have an exercise
price of $2.00 per share.

Non-Plan Stock Option Grants

As of December  31,  2001,  the Company had granted an  aggregate  of  1,045,000
options outside of any stock option plan with exercise prices ranging from $0.55
to $2.00 per share.

A summary  of the  status  of the  Company's  plan and  non-plan  options  as of
December 31, 2001 and during the two years then ended is as follows:


<TABLE>
<CAPTION>
                                                     Non-Qualified          Non-Plan
                              Incentive Options         Options           Non-Qualified            Total
                                                                             Options
                             -----------------------------------------------------------------------------------
<S>                                    <C>                    <C>                  <C>                <C>
   Outstanding as of
   January 1, 2000                            --                   --                   --                   --
   Granted                             1,715,000              902,223              695,000            3,312,223
   Exercised                                   -                    -            (250,000)            (250,000)
                             -----------------------------------------------------------------------------------
   Outstanding as of
   December 31, 2000                   1,715,000              902,223              445,000            3,062,223
   Granted                               602,500            1,734,632              600,000            2,937,132
   Exercised                                  --                   --                   --                   --
                             -----------------------------------------------------------------------------------
   Outstanding as of
   December 31, 2001                   2,317,500            2,636,855            1,045,000            5,999,355
                             ===================================================================================
   Vesting Dates:
          December 31, 2002              606,242              908,310              308,324            1,822,876
          December 31, 2003              444,254              575,031              345,836            1,365,121
          December 31, 2004              145,422                   --               62,508              207,930
          December 31, 2005               50,000                   --                   --               50,000
          December 31, 2006               50,000                   --                   --               50,000
                 Thereafter              225,000                   --                   --              225,000
</TABLE>


As of December 31,  2001,  there were  outstanding  an aggregate of 2,278,428 of
exercisable  plan and non-plan options with exercise prices ranging from $.55 to
$2.00.

For the year ended December 31, 2001 and 2000, the Company  recorded $29,741 and
$256,035,   respectively,  of  consulting  expenses  as  a  result  of  granting
non-plan/non-qualified  stock options utilizing the Black-Scholes option-pricing
model.




                                       56
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 16 - STOCK OPTIONS (cont'd)

Had compensation expense for the options issued to employees under the plan been
determined  based on the fair  market  value of the  options at the grant  dates
consistent  with the  provisions  of SFAS 123, the Company's net loss per common
share would have been changed to the pro forma amounts indicated below.

                                            2001                2000
       -----------------------------------------------------------------------
       Net loss as reported              $ (14,359,432)       $   (6,415,484)

       Pro forma net loss                $ (15,551,369)       $  (11,615,150)
       Basic and diluted net loss per
       share as reported                   $      (.54)          $      (.36)
       Pro forma basic and diluted
       net loss per share                  $      (.58)          $      (.50)

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                         153%
                 Risk-free interest rate                     6%
                 Expected life                               1 year


NOTE 17--SUBSEQUENT EVENTS (UNAUDITED)

Sale of Debenture

The  Company,  prior  to  acquiring  WellComm  as  discussed  below,  sold  a 6%
convertible  senior  debenture in the aggregate  principal  amount of $2,000,000
(the  "Debenture") to Palladin  Opportunity Fund LLC ("Palladin")  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
1,538,461 shares of the Company's common stock (the "Warrant").  The outstanding
principal and any  capitalized  interest under the Debenture are payable in full
on  or  before  February  3,  2004.  Further,   outstanding  principal  and  any
capitalized  interest  may be  converted at any time at the election of Palladin
into the  Company's  common  stock at an initial  conversion  price of $1.00 per
share. The initial conversion price is subject to "reset" as of the date that is
12 months and 18 months after the issue date (each such date,  a "Reset  Date").
With respect to each Reset Date,  the  conversion  price will only be reduced if
the average of closing bid prices for the Company's common stock during a period
of 20 consecutive trading days ending on the date which immediately precedes the
applicable Reset Date is less than the then applicable  conversion price,  which
is currently  $1.00.  The Warrant  entitles  Palladin to purchase  shares of the
Company's common stock at the price of $1.10 per share.


                                       57
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 17--SUBSEQUENT EVENTS (UNAUDITED) (cont'd)

Sale of Debenture (cont'd)

Pursuant to the Purchase Agreement, Palladin also received an option to purchase
an additional 6% convertible  senior  debenture in the face amount of $1 million
and receive an  additional  warrant to purchase  an  aggregate  of up to 769,230
shares  of  the  Company's  common  stock.   Finally,   pursuant  to  a  related
registration rights agreement,  the Company agreed to register all of the shares
of common  stock  underlying  the  Debenture  and the Warrant on a  registration
statement.

Acquisition of WellComm Group, Inc.

On February 6, 2002, the Company  completed the  acquisition of WellComm  Group,
Inc. ("WellComm"), as stipulated in the Merger Agreement dated January 28, 2002,
by issuing  7,440,000  shares of its common stock and granting  560,000  options
with a nominal exercise price. In addition,  the Company also paid $2,190,000 in
cash in cash for an aggregate  acquisition  value of approximately  $12,000,000.
The WellComm  acquisition was a two-step  reorganization  pursuant to the Merger
Agreement by and among I-trax, WC Acquisition, Inc., an Illinois corporation and
a wholly owned subsidiary of I-trax  ("Acquisition"),  WellComm,  and WellComm's
two  main  shareholders.  The  initial  step of the  reorganization  transaction
involved  a  merger  of  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
the Company, in which merger the Company continued as the surviving corporation.

WellComm is a healthcare  service company that offers a broad array of expertise
including a nurse contact center  specializing  in disease  management,  triage,
health information survey, and research services for the healthcare industry.

The acquisition will be accounted for as a purchase.  As such, the purchase will
be allocated to the estimated fair values of the assets acquired and liabilities
assumed.  The Company is in the process of obtaining  third-party  valuations of
certain intangible assets.

The  following  unaudited  pro forma  results of  operations of the Company give
effect to the  acquisition of WellComm as though the transaction had occurred on
January 1, 2000.


                                      Year ended              Year ended
                                     December 31,            December 31,
                                         2001                    2000
                                  --------------------   ---------------------
     Sales                               $  5,900,772            $  1,239,787
     Expenses                              20,063,645               7,736,825
     Net loss                            (14,162,873)             (6,497,038)
     Earnings per share
       Basic and Diluted                  $     (.54)             $     (.25)
     Weighted average shares outstanding
       Basic and Diluted                   34,457,013              26,037,879




                                       58
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




NOTE 17--SUBSEQUENT EVENTS (UNAUDITED) (cont'd)

Private Placement

The Company has received a $2,000,000  verbal  commitment  from an asset manager
for the purchase of common stock. As of March 20, 2002, the Company has received
$1,425,000  for the  purchase of  1,900,000  shares of common  stock at $.75 per
share.

Stock Options

On January 4, 2002, the Company  granted  228,500 stock options with an exercise
price of $1.25  pursuant to the 2001 Equity  Compensation  Plan. On February 12,
2002, the Company  granted 600,000 stock options with an exercise price of $1.21
pursuant  to the  2001  Equity  Compensation  Plan to the  former  employees  of
WellComm.









                                       59
<PAGE>
                          I-TRAX, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000






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' Proxy Statement for the 2002 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, 2001 (the
"2002 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 2002  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 2002  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.)

          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.)

          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.)


                                       60
<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.)

          3.2       Certificate of Amendment to Certificate of  Incorporation of
                    I-trax, Inc. filed June 4, 2001.

          3.2       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.)

          4.1       Form of Common Stock  certificate  of I-trax,  Inc.'s Common
                    Stock.

          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.)

          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.).

          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.)

          10.4      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.)

          10.5      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.)

          10.6      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.)

          10.7      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.



                                       61
<PAGE>

          10.8      Employment   Agreement   dated  November  29,  1999  between
                    I-Trax.com,  Inc. and Michael O'Connell,  M.D. (Incorporated
                    by  reference  to  Exhibit  10.13  to   I-Trax.com,   Inc.'s
                    Registration  Statement  on  Form  10-SB,  Registration  No.
                    000-30275.)

          10.9      Employment  Agreement dated June 1, 1999 between Member-Link
                    Systems,  Inc.  and Hans C.  Kastensmith.  (Incorporated  by
                    reference   to   Exhibit   10.14   to   I-Trax.com,   Inc.'s
                    Registration  Statement  on  Form  10-SB,  Registration  No.
                    000-30275.)

          10.10     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.)

          10.11     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.)

          10.12     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.)

          10.13     Employment  Agreement  effective  as of  December  29,  2000
                    between I-Trax.com, Inc. and Frank A. Martin.

          10.14     Employment  Agreement  effective  as of  December  29,  2000
                    between I-Trax.com, Inc. and Gary Reiss.

          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.)

          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.)




                                       62
<PAGE>

          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.)

          21        Subsidiaries of I-trax, Inc.

(b)      Reports on Form 8-K

         I-trax, Inc. filed a current report on Form 8-K with the Securities and
Exchange  Commission  on  February  22,  2001  to  report  the  closing  of  the
acquisition of iSummit Partners, LLC (d/b/a MyFamilyMD).

         I-trax,  Inc.  filed an  amendment  to the  current  report on Form 8-K
originally  filed on February 22, 2001,  on April 23,  2001,  attaching  the pro
forma consolidated  financials of I-trax, Inc. and iSummit Partners,  LLC (d/b/a
MyFamilyMD).




                                       63
<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 March 29, 2002.


                                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>                                  <C>
/s/ Frank A. Martin                      Chairman, Chief Executive Officer      March 29, 2002
------------------------------------     and Director
Frank A. Martin

/s/ Carol Rehtmeyer                      Director                               March 29, 2002
------------------------------------
Carol Rehtmeyer

/s/ John Blazek                          Director                               March 29, 2002
------------------------------------
John Blazek

/s/ Hans Kastensmith                     Director                               March 29, 2002
------------------------------------
Hans Kastensmith

/s/ David R. Bock                        Director                               March 29, 2002
------------------------------------
David R. Bock

/s/ Philip D. Green                      Director                               March 29, 2002
------------------------------------
Philip D. Green

/s/ Dr. Craig A. Jones                   Director                               March 29, 2002
------------------------------------
Dr. Craig A. Jones

/s/ Dr. Michael M.E. Johns               Director                               March 29, 2002
------------------------------------
Dr. Michael M.E. Johns

/s/ Arthur N. Leibowitz                  Director                               March 29, 2002
------------------------------------
Dr. Arthur N. Leibowitz

/s/ John R. Palumbo                      Director                               March 29, 2002
------------------------------------
John R. Palumbo

/s/ William S. Wheeler                   Director                               March 29, 2002
------------------------------------
William S. Wheeler

</TABLE>


                                       64