Exhibit 10.3.2


 


SECOND
AMENDMENT TO


SECOND
AMENDED AND RESTATED


EMPLOYMENT
AGREEMENT


 


THIS SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”)
is entered into as of this 9th day of January, 2006 by and between
A.D.A.M., Inc., a Georgia corporation (the “Company”) and Robert S. Cramer, an
individual resident of the State of Georgia (“Executive”).


 


RECITALS


 


                WHEREAS, the Company and Executive entered into that
certain Second Amended and Restated Employment Agreement dated as of May 10,
2005, as amended by an Amendment to Second Amended and Restated Employment
Agreement dated as of October 3, 2005 (the “Original Employment Agreement”);
and


 


                WHEREAS, the parties wish to make certain amendments
to certain provisions of the Original Employment Agreement and to memorialize
such amendments hereby;


 


                NOW, THEREFORE, in consideration of the foregoing
recitals and the mutual agreements and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto hereby agree as follows:


 


1.             Section 1 of the Original Employment
Agreement is hereby deleted in its entirety and replaced with the following
language:


 


“Section 1.             Employment.


 


Subject to the terms
hereof, Company hereby employs Executive, and Executive hereby accepts such
employment with the Company.  Executive
shall serve as Chairman of the Company and shall have the duties, rights and
responsibilities normally associated with such position, together with such
other reasonable duties relating to the operation of the business of the
Company as may be assigned to him from time to time by the Board of Directors
of the Company.  Executive shall devote
his full business time, skills and best efforts to rendering services on behalf
of the Company and shall exercise such care as is customarily required by
executives undertaking similar duties for companies similar to the
Company.  Notwithstanding the foregoing, Executive
shall be permitted to serve as Chairman of the Board and Chief Executive
Officer of ThePort Network, Inc., so long as such service does not, in the good
faith judgment of the Company’s Board of Directors, interfere with Executive’s
duties hereunder.  Executive will be
required to perform the duties provided for in this Section 1, only at the
location where Executive was employed immediately prior to the effective date
of this Agreement or such other location of the principal executive offices of
the Company in the Atlanta metropolitan area as the Board of Directors of the
Company may designate.”


 


2.             Section 2.1 of the Original
Employment Agreement is hereby deleted in its entirety and replaced with the
following language:


 

















 


“2.1         Salary.  During the term of Executive’s employment
hereunder, the Company shall pay Executive an annual base salary equal to
$175,000.00 (the “Base Salary”), which Base Salary shall be reviewed annually
by the Board of Directors of the Company and may be increased at the sole
discretion of the Board of Directors. 
The Base Salary shall be paid to Executive in accordance with the
payroll procedures in effect with respect to other officers of the Company,
less all applicable withholding taxes.”


 


3.             On December 28, 2005, Executive
received from the Company a one-time payment in the amount of $316,819.91 less
applicable withholdings, in full satisfaction of the Company’s obligation to
pay Executive additional Non-Discretionary Bonuses pursuant to Section 2.2 of
the Original Employment Agreement. Executive acknowledges receipt of the
foregoing amount.  Executive further
acknowledges and agrees that no additional Non-Discretionary Bonus amounts are
payable by Company to Executive.   Proceeds from this one-time bonus payment were used to satisfy  the principal balance and accrued but unpaid
interest under the Executive Note in full.


 


4.             This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


5.             Except as set forth above, the
Original Employment Agreement shall continue as set forth immediately prior to
the effectuation of the amendments set forth herein, and by its execution
hereof, each of the parties hereto hereby confirms its agreement to the terms
of the Original Employment Agreement as amended hereby.


 


 


IN
WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first written
above.


 


 


	
  THE
  COMPANY

  	
   

  	
   

  
	
  A.D.A.M.,
  INC.

  	
   

  	
   

  
	
  By: /s/ Francis J. Tedesco

  	
   

  	
   

  
	
  Francis J. Tedesco

  	
   

  	
   

  
	
  Chairman, Compensation Committee of the

  	
   

  
	
  Board of Directors

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE

  	
   

  	
   

  
	
  /s/ Robert S. Cramer

  	
   

  	
   

  
	
  Robert S. Cramer