**Exhibit 10.18(ii)**

**INCENTIVE STOCKOPTION AGREEMENTUNDER THEMEDECISION, INC. 2006 EQUITY INCENTIVE PLAN**

This Incentive Stock Option Agreement (this “Agreement”)evidences the grant by MEDecision, Inc. to [                    ](the “Optionee”) of an option to purchase up to [                      ]shares of MEDecision, Inc. common stock at the price and on the terms set forthherein (the “Option”).  ThisOption is in all respects subject to the terms of the MEDecision, Inc. 2006Equity Incentive Plan, which terms are incorporated herein by thisreference.  Unless the context otherwiserequires, capitalized terms used herein will have the meanings defined in thePlan.

## **1.**     **Natureof the Option.**  To themaximum extent permitted by Section 422(d) of the Code, this Option is intendedto be an Incentive Stock Option.  To theextent this Option exceeds the limit set forth in Section 422(d) of the Code,it will be treated as a Non-Qualified Stock Option.

## **2.**     **Date of Grant; Term ofOption. **This Option wasgranted on [                      ] (the “Grant Date”) and may not beexercised later than the tenth anniversary of the Grant Date, subject toearlier termination as provided in the Plan and in this Agreement.

## **3.**     **OptionExercise Price.**  Thepurchase price for Shares subject to this Option is $[                      ] per Share, an amount intended to reflectthe Fair Market Value on the Grant Date.

## **4.**     **Exerciseof Option.**

### (a)   Rightto Exercise.  Subject to Section 7 ofthe Plan (and provided, in each case, that the Optionee remains in continuousservice with the Company or an Affiliate of the Company through the applicablevesting date), the Option will become exercisable during its term only inaccordance with the terms and provisions of the Plan and this Agreement, asfollows:

[insert vestingprovision]

### (b)   Method of Exercise. ** **This Option shall be exercisable bywritten notice which shall state the election to exercise this Option, thenumber of Shares in respect to which the Option is being exercised and suchother representations of agreements as to the Optionee’s investment intent withrespect to such Shares as may be required by the Company hereunder or pursuantto the provisions of the Plan.  Suchwritten notice shall be signed by the Optionee and shall be delivered in personor by certified mail to the Secretary of the Company or such other person asmay be designated by the Company.  Thewritten notice shall be accompanied by payment of the purchase price and theamount of any tax withholding arising in connection with the exercise of theOption.  Payment of the purchase priceshall be in cash, by cashier’s check or by such other method of paymentauthorized by the Board.

### (c)   Issuance of Shares.  TheOptionee will have no right to vote or receive dividends and will have no otherrights as a shareholder with respect to any Shares subject hereto,notwithstanding the exercise of the Option with respect to those Shares, untilthe issuance

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### (asevidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company) of those Shares.  Any certificate evidencing Sharesacquired upon exercise of this Option will be legended as required under thePlan and/or as appropriate under applicable law.

## **5.**     **Compliancewith Laws.**  Notwithstandingany other provision of this Agreement, thisOption may not be exercised if the issuance of Shares upon such exercise wouldviolate any law, regulation or exchange listing requirement (including, withoutlimitation, Exchange Act Rule 16b-3).  TheBoard may from time to time modify the terms of this Option or imposeadditional conditions on the exercise of this Option as it deems necessary orappropriate to facilitate compliance with any law, regulation or exchange listing requirement.

## **6.**     **Nontransferability ofOption**.  This Option maynot be sold, pledged, assigned, hypothecated, gifted, transferred or disposedor in any manner either voluntarily or involuntarily by the operation of law,other than by the will or by the laws of descent or distribution, and may beexercised during the lifetime of the Optionee only by such Optionee.  Subject to the foregoing and the terms of thePlan, the terms of this Option shall be binding upon the executors,administrators, heirs, successors and assigns of the Optionee.

## **7.**     **Continuation of Service**.  Neither the Plan nor this Agreement shallconfer upon any Optionee any right to continue in the service of the Company orany of its Affiliates or limit in any respect the right of the Company or itsAffiliates to discharge the Optionee at any time, with or without cause andwith or without notice.

## **8.**     **Protectionof Confidential Information; Covenant Not to Compete. **

### (a)   In view of the fact that the Optionee’s work for the Company willbring Optionee into close contact with many confidential affairs of the Companynot readily available to the public, the Optionee agrees:

#### i.              to keep secret and retain in the strictest confidenceall Confidential Information (as defined below) and Trade Secrets (as definedbelow) of the Company learned by Optionee heretofore or hereafter, and not todisclose them to anyone outside of the Company, either during or after the termof employment or service, except in the course of performing his dutieshereunder or with the Company’s express written consent; and

#### ii.             To deliver promptly to the Company on termination ofemployment or service, or at any time the Company may so request, allmemoranda, notes, records, reports, manuals, drawings and other documentsrelating to the Company’s business and all property associated therewith thatthe Optionee may then possess or have under the Optionee’s control.

#### iii.            For purposes of this Agreement, “ConfidentialInformation” shall mean information disclosed to the Optionee or known bythe Optionee as a consequences or through his employment by or service for theCompany, not generally known in the industry in which the Company is or maybecome engaged, about the Company’s products, processes, and services,including but not limited to information relation to research, development,inventions, manufacture, purchasing, accounting, engineering, marketing,merchandising and selling.  For purposesof this Agreement, “Trade Secret” means the whole or any portion orphase of any 

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#### scientific or technical information, design,process, formula, or improvement which is secret and is not generally availableto the public, and which gives one who uses it an advantage over competitorswho do not know of or use it.

### (b)           Forso long as Optionee is employed by or provides services to the Company, and fora period of one year thereafter, the Optionee shall not, anywhere within theUnited States, directly or indirectly,

#### i.              Enter the employ of, or render any services to, anyperson, firm, corporation or other entity engaged in a Prohibited Business (asdefined below); or

#### ii.             Engage in any Prohibited Business on his own account orbecome interested in any such business, directly or indirectly, as anindividual, partner, shareholder, director, officer, principal, agent,employee, trustee, director, officer, principal, agent, consultant, or in anyother relationship or capacity; provided, however, that nothing contained inthis Section shall be deemed to prohibit the Optionee from acquiring, solely asan investment, securities of any corporation whose stock is traded on annational exchange. The term “Prohibited Business” shall mean selling ofdesigning software, and providing technical support services and supportservices, to the medical utilization management industry.

### (c)           Uponany cessation of service, Optionee shall return any and all lists of actual andpotential customers to the Company and shall not, for a period of one yearfollowing such cessation, directly or indirectly:

#### i.              Disclose the Company’s lists of actual and potentialcustomers to any person, firm, corporation or other entity engaged in aProhibited Business;

#### ii.             Solicit the employees to terminate their employment withthe Company and/or any subsidiary or affiliate of the Company;

#### iii.             Solicit customers of the Company an/or any subsidiary oraffiliate of the Company whose account was handled or supervised by theOptionee at any time within one year prior to the Optionee’s cessation ofservice; or

#### iv.            Solicit any prospective customer, the solicitation ofwhich was handled or supervised by Optionee at any time within one year priorto the termination of the Optionee’s cessation of service.

### (d)           TheOptionee hereby recognizes that the services performed by Optionee are ofspecial, unique, unusual, extraordinary and intellectual character which givesthem particular value, a loss of which cannot be reasonably or adequatelycompensated in damages in an action at law. The Optionee therefore expressly agrees that the Company, in addition toany other right or remedies the Company may possess, shall be entitled toinjunctive and other equitable relief to prevent a breach of this Agreement bythe Optionee.  If the Optionee violatesany of the provisions of Paragraphs (a), (b), or (c) of this Section 8, theCompany shall have the following rights and remedies:

#### i.              In the event of a breach, or a threatened breach, theright and remedy to have the provisions of Section 8 of this Agreementspecifically enforced by an court 

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#### having equity jurisdiction, it beingacknowledged and agreed that ay such breach or threatened breach will causeirreparable injury to the Company and money damages will not provide anadequate remedy to the Company; and

#### ii.             In the event of an actual breach, the right to recoverdamages for all losses, actual and contingent, and the right to require theOptionee to account for and pay over to the Company all profits or otherbenefits (collectively “Benefits”) derived or received by the Optioneeas the result of any transactions constituting such a breach, and the Optioneehereby agrees to account for and pay over such Benefits to the Company.

### (e)           Eachof the rights and remedies enumerated above shall be independent of the other,and shall be severally enforceable, and all of such rights and remedies shallbe in addition to, and not in lieu of, any other rights and remedies availableto the Company at law or in equity.  Ifany of the covenants contained in Paragraphs (a), (b), or (c) of this Section8, or any part thereof, is hereafter construed to be invalid or unenforceable,the same shall not affect the remainder of the covenant or covenants, whichshall be given full effect, without regard to the invalid portions.  If any of the covenants contained inParagraphs (a), (b), or (c) of this Section 8, or any part thereof, is held tobe unenforceable because of the duration of such provision or the scope of thesubject matter thereof or the area covered thereby, the parties, agree that thecourt making such determination shall have the power to reduce the duration,scope and/or area of such provision and, in its reduced form, said provisionshall then be enforceable.

### (f)            Foravoidance of doubt, the covenants contained in this Section 8 will apply (orcontinue to apply) following any cessation of the Optionee’s service, withoutregard to whether that cessation is initiated by the Company or by the Optioneeand without regard to the reason for that cessation.

## **9.**     **IntellectualProperty.** The Companyshall be the sole owner of all the products and proceeds of the Optionee’sservices, including, but not limited to, all materials, ideas, concepts,formats, suggestions, developments, arrangements, packages, computer programsand other intellectual properties that the Optionee may acquire, obtain,develop, or create in connection with the Optionee’s employment or service,free and clear of any claims by the Optionee (or anyone claiming under theOptionee) of any kind or character whatsoever. The Optionee shall, at the request of the Company, execute such assignments,certificates or other instruments as the Company may from time to time deemnecessary or desirable to evidence establish, maintain, perfect, protect,enforce, or defend its right, or title and interest in or to any suchproperties.

## **10.**  **The Plan. **The Optionee has received a copy of the Plan in its present form,has read the Plan and is familiar with its terms, and hereby accepts the Optionsubject to all of the terms and provisions of the Plan.  Pursuant to the Plan, the Board is authorizedto interpret the Plan and to adopt rules and regulations not inconsistent withthe Plan as it deems appropriate.  TheOptionee hereby agrees to accept as binding, conclusive and final all decisionsor interpretations of the Board regarding any questions arising under the Planor this Agreement.

## **11.**  **Market Stand-Off.** The Optionee agrees that, in connection with any public offering by theCompany of its equity securities pursuant to a registration statement filedunder the Exchange Act, he will not sell, make any short sale of, loan,hypothecate, pledge, grant any option for the purchase of or otherwise disposeof any Shares without the prior written consent of 

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## theCompany or its underwriters, for such period of time before or after theeffective date of such registration as may be reasonably requested by theCompany or such underwriters.

## **12.**  **TaxConsequences**.  The Companydoes not represent or warrant that this Option (or the purchase or sale of theShares subject hereto) will be subject to particular tax treatment.  The Optionee acknowledges that he hasreviewed with his own tax advisors the tax treatment of this Option (includingthe purchase and sale of Shares subject hereto) and is relying solely on thoseadvisors in that regard.  The Optioneeunderstands that he (and not the Company) will be responsible for his own taxliabilities arising in connection with this Option.

## **13.**  **EntireAgreement. **ThisAgreement, together with the other documents referenced herein, represents theentire agreement between the parties regarding the Option, and merges andsupersedes all prior and contemporaneous discussions, agreements andunderstandings of every nature on that topic.

## **14.**  **GoverningLaw.**  This Agreement willbe construed in accordance with the laws of the Commonwealth of Pennsylvania,without regard to the application of the principles of conflicts of laws.

## **15.**  **Amendment.**  Except as otherwise provided herein, thisAgreement may only be amended by a writing signed by each of the partieshereto.

## **16.**  **Notice of Disqualifying Disposition.**  The Optionee hereby agrees that if hedisposes of any Shares acquired upon exercise of this Option within one yearafter the issuance of such Shares or within two years after the Grant Date, theOptionee will notify the Company in writing within 30 days after the date ofsuch disposition.

[*This spaceintentionally left blank; signature page follows*]

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## **17. ****Execution.** This Agreement may be executed,including execution by facsimile signature, in one or more counterparts, eachof which will be deemed an original, and all of which together shall be deemedto be one and the same instrument.  TheOption will terminate automatically if a fully executed copy of this Agreementis not returned to the Company within 30 days following the date indicatedbelow the signature of the Company’s authorized representative.

INWITNESS WHEREOF, this Agreement has been executed by the parties in each caseon the date indicated below, respectively.
| ** ** | **MEDECISION, INC.** |
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| ** ** | **Signature**        |
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| ** ** | **[OPTIONEE]**       |
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| ** ** | **Signature**        |
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| ** ** | **Address**          |
| ** ** | ** **           |
|       |                 |
| ** ** | **Date**             |

 

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