**Exhibit 10.14**

**AMENDEDAND RESTATED INDEMNIFICATION AGREEMENT**

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT(the “***Agreement***”)is made on this        day of                        ,2007, by and between MEDecision, Inc., a Pennsylvania corporation (the “***Company***”), and                      (“***Indemnitee***”).

WHEREAS, the Company and Indemnitee recognize theincreasing difficulty in obtaining directors’ and officers’ liabilityinsurance, the significant increases in the cost of such insurance and thegeneral reduction in the coverage of such insurance; and

WHEREAS, the Company and Indemnitee further recognizethe substantial increase in corporate litigation, in general, subjectingofficers and directors to expensive litigation risks at the same time as liabilityinsurance has been severely limited; and

WHEREAS, Indemnitee does not regard the currentprotection available as adequate given the present circumstances, andIndemnitee and other officers and directors of the Company may not be willingto serve as officers and directors without adequate protection; and

WHEREAS, the Company desires to attract and retain theservices of highly qualified individuals, such as Indemnitee, to serve asofficers and directors of the Company and to indemnify its officers and directorsso as to provide them with the maximum protection permitted by law; and

WHEREAS, the Company and Indemnitee acknowledge thatthis Agreement is intended to amend, restate and supercede the IndemnificationAgreement, dated                       ,by and between the Company and Indemnitee (the “***Prior Agreement***”), which heretofore hasbeen in effect.

NOW, THEREFORE, in consideration of the premises andcovenants contained herein, the Company and Indemnitee, intending to be legallybound, hereby agree as follows:

### 1.             **Indemnification**.

#### a.             Third PartyProceedings. The Company shall indemnify Indemnitee if Indemnitee is or wasa party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the Company) byreason of the fact that Indemnitee is or was a director, officer, trustee,fiduciary, employee or agent of the Company, or any affiliate of the Company,by reason of any action or inaction on the part of Indemnitee while an officeror director, or by reason of the fact that Indemnitee is or was serving at therequest of the Company as a director, officer, trustee, fiduciary, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by Indemnitee or onIndemnitee’s behalf in connection with such action, suit or proceeding ifIndemnitee acted in good faith and in a manner Indemnitee reasonably believedto be in or not opposed to the best interests of the Company, and, with respectto any criminal action or proceeding, had no reasonable cause to believe Indemnitee’sconduct was unlawful. The termination of any action, suit or proceeding byjudgment, order, settlement, conviction, or upon a plea of *nolo contendere*

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#### or itsequivalent, shall not, in and of itself, create a presumption that (i)Indemnitee did not act in good faith and in a manner which Indemniteereasonably believed to be in or not opposed to the best interests of theCompany, and, (ii) with respect to any criminal action or proceeding,Indemnitee did not have reasonable cause to believe his conduct was lawful.

#### b.             Proceedings Byor in the Right of the Company. The Company shall indemnify Indemnitee ifIndemnitee was or is a party or is threatened to be made a party to anythreatened, pending or completed action or suit by or in the right of the Companyor any subsidiary of the Company to procure a judgment in its favor by reasonof the fact that Indemnitee is or was a director, officer, trustee, fiduciary,employee or agent of the Company, or any affiliate of the Company, by reason ofany action or inaction on the part of Indemnitee while an officer or directoror by reason of the fact that Indemnitee is or was serving at the request ofthe Company as a director, officer, trustee, fiduciary, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys’ fees) and amounts paid in settlementactually and reasonably incurred by Indemnitee in connection with the defenseor settlement of such action or suit if Indemnitee acted in good faith and in amanner Indemnitee reasonably believed to be in or not opposed to the bestinterests of the Company, except that no indemnification shall be made inrespect of any claim, issue or matter as to which Indemnitee shall have beenadjudged to be liable to the Company unless and only to the extent that thecourt in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all thecircumstances of the case, Indemnitee is fairly and reasonably entitled toindemnity for such expenses which the court shall deem proper.

#### c.             MandatoryIndemnification. To the extent that Indemnitee has been successful on themerits or otherwise in defense of any action, suit or proceeding referred to inSections 1(a) and 1(b) or in defense of any claim, issue ormatter therein, Indemnitee shall be indemnified against all expenses (includingattorneys’ fees) actually and reasonably incurred by Indemnitee in connectiontherewith. If Indemnitee is not wholly successful in any such action, suit orproceeding referred to in Sections 1(a) and 1(b) but issuccessful on the merits or otherwise, as to one or more but less than allclaims, issues or matters in such action suit or proceeding, the Company shallindemnify Indemnitee against all expenses actually and reasonably incurred byhim or on his behalf in connection with each successfully resolved claim, issueor matter.  For purposes of this Section1(c), the term “***successfulon the merits or otherwise***” shall include, but not be limitedto, (i) any termination, withdrawal, or dismissal (with or without prejudice)of any claim, action, suit or proceeding against Indemnitee without any expressfinding of liability or guilt against him, or (ii) the expiration of areasonable period of time after the making of any claim or threat of an action,suit or proceeding without the institution of the same and without any promiseor payment made to induce a settlement.

#### d.             Indemnificationfor Expenses of a Witness.  Notwithstandingany other provision of this Agreement, to the extent that Indemnitee is, byreason of the fact that Indemnitee is or was a director, officer, trustee,fiduciary, employee or agent of the Company, or any affiliate of the Company,by reason of any action or inaction on the part of Indemnitee while an officeror director or by reason of the fact that Indemnitee is or was serving at therequest of the Company as a director, officer, trustee, fiduciary, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, a witness in any threatened, pending or 

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#### completedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative (other than an action by or in the right of the Company) to whichIndemnitee is not a party, Indemnitee shall be indemnified against all expensesactually and reasonably incurred by Indemnitee or on Indemnitee’s behalf inconnection therewith.

### 2.             **Expenses and Indemnification Procedure**.

#### a.             Advancement ofExpenses. The Company shall advance all expenses incurred by or on behalfof Indemnitee in connection with any civil or criminal action, suit orproceeding referenced in Section 1(a) or Section 1(b), subject tothe terms and in accordance with the procedures set forth in this Section 2.

#### b.             PresumptionsRegarding Advances. For purposes of any advancement hereunder, theIndemnitee shall be deemed to have acted (i) in good faith and in a manner hereasonably believed to be in or not opposed to the best interest of theCompany, and (ii) with respect to any criminal action or procedure, to have hadno reasonable cause to believe his conduct was unlawful if, under either (i) or(ii), his action is based on the records or books of account of the Company, orthe records or books of account of another corporation, partnership, jointventure, trust or other enterprise (collectively, the “***other enterprises***”),including financial statements, or on information supplied to him by theofficers of the Company or other enterprises in the course of their duties, oron the advice of legal counsel for the Company or other enterprises or oninformation or records given or reports made to the Company or otherenterprises by an independent certified public accountant or by an appraiser orother expert selected with reasonable care by the Company or other enterprises.Indemnitee hereby undertakes to repay such amounts advanced only if, and to theextent that, it shall ultimately be determined that Indemnitee is not entitledto be indemnified by the Company as authorized hereby.

#### c.             Procedure forObtaining Advances. Any indemnification and advances provided for in Section1 and this Section 2 shall be made no later than 30 days afterreceipt of the written request of Indemnitee, coupled with appropriate documentationto support the requested payment.

#### d.             Determination ofEntitlement to Indemnification.  Theparties agree that the following procedures and presumptions shall apply in theevent of any question as to whether Indemnitee is entitled to indemnificationunder this Agreement:

##### (1)           Upon written requestby Indemnitee for indemnification, a determination with respect to Indemnitee’sentitlement thereto shall be made in the specific case by one of the followingfour methods, which shall be at the election of the Board of Directors:  (i) by a majority vote of the disinteresteddirectors, even though less than a quorum, (ii) by a committee of disinteresteddirectors designated by a majority vote of the disinterested directors, eventhough less than a quorum, (iii) if there are no disinterested directors, ifthe disinterested directors so direct or if there has been a Change in Control(as defined in Section 2(h)), by independent legal counsel in a writtenopinion to the Board of Directors, a copy of which shall be delivered to theIndemnitee, or (iv) if so directed by the Board of Directors, by theshareholders of the Company.  Forpurposes hereof, disinterested directors are those members of the Board of 

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##### Directors ofthe Company who are not parties to the action, suit or proceeding in respect ofwhich indemnification is sought by Indemnitee.

##### (2)           If the determinationof entitlement to indemnification is to be made by independent legal counselpursuant to Section 2(d)(1) hereof, the independent legal counsel shallbe selected as provided in this Section 2(d)(2).  The independent legal counsel shall bemutually agreed upon by the parties or failing such agreement, as determined bythe Chief Judge of the Federal District Court for the Eastern District ofPennsylvania.

##### (3)           In making adetermination with respect to entitlement to indemnification hereunder, theperson or persons or entity making such determination shall presume thatIndemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumptionshall have the burden of proof and the burden of persuasion by clear andconvincing evidence.  Neither the failureof the Company (including by its directors or independent legal counsel) tohave made a determination prior to the commencement of any action pursuant tothis Agreement that indemnification is proper in the circumstances becauseIndemnitee has met the applicable standard of conduct, nor an actualdetermination by the Company (including by its directors or independent legal counsel)that Indemnitee has not met such applicable standard of conduct, shall be adefense to the action or create a presumption that Indemnitee has not met theapplicable standard of conduct.

#### e.             Notice/Cooperationby Indemnitee. Indemnitee shall, as a condition precedent to his right tobe indemnified under this Agreement, give the Company notice in writing as soonas practicable of any claim made against Indemnitee for which indemnificationwill or could be sought under this Agreement. Notice to the Company shall bedirected to MEDecision, Inc., 601 Lee Road, Wayne, Pennsylvania 19087,Facsimile: (610) 540-0272, Attention: Carl E. Smith (or such other address asthe Company may from time to time designate in writing to Indemnitee); *provided, however*, that the failure to so notify the Companyshall not relieve the Company of any obligation which it may have to Indemniteeunder this Agreement or otherwise unless and only to the extent that suchfailure or delay materially prejudices the Company.  Notice shall be deemed received on the thirdbusiness day after the date postmarked if sent by domestic certified orregistered mail, properly addressed; otherwise, notice shall be deemed receivedwhen such notice shall actually be received by the Company. In addition,Indemnitee shall give the Company such information and cooperation as it mayreasonably require and as shall be within Indemnitee’s power.

#### f.              Notice toInsurers. If, at the time of the receipt of a notice of claim pursuant to Section2(e), the Company has directors’ and officers’ liability insurance ineffect, the Company shall give prompt notice of the commencement of suchproceeding to the insurers in accordance with the procedures set forth in therespective policies. The Company shall thereafter take all necessary ordesirable action to cause such insurers to pay, on behalf of Indemnitee, allamounts payable as a result of such proceeding in accordance with the terms ofsuch policies.

#### g.             Selection ofCounsel. If the Company shall be obligated under Section 1 or Section2 to pay the expenses of any proceeding against Indemnitee, the Company, ifappropriate, shall be entitled to assume the defense of such proceeding, withcounsel approved 

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#### by Indemnitee,upon the delivery to Indemnitee of written notice of its election to do so.After delivery of such notice, approval of such counsel by Indemnitee and theretention of such counsel by the Company, the Company will not be liable toIndemnitee under this Agreement for any fees of counsel subsequently incurredby Indemnitee with respect to the same proceeding; provided that (i) Indemniteeshall have the right to employ separate counsel in any such proceeding atIndemnitee’s expense; and (ii) if (A) the employment of counsel by Indemniteehas been previously authorized by the Company, (B) Indemnitee shall havereasonably concluded that there may be a conflict of interest between theCompany and Indemnitee in the conduct of any such defense, or (C) the Companyshall not, in fact, have employed counsel to assume the defense of suchproceeding, then the reasonable fees and expenses of Indemnitee’s counsel shallbe at the expense of the Company.

#### h.             Settlements.The Company shall not be liable to Indemnitee under the Agreement for anyamounts paid in settlement of any action or claim effected without its writtenconsent.  The Company shall not settleany action or claim in any manner which would impose any penalty or limitationon Indemnitee without Indemnitee’s written consent, which consent will notunreasonably be withheld.

#### i.              Change inControl.

##### (1)           If, at any timesubsequent to the date of this Agreement, members of the Incumbent Board do notconstitute a majority of the members of the Board of Directors, or there isotherwise a Change in Control, then upon the request of Indemnitee, the Companyshall cause the determination of indemnification and advances required by Section2 to be made by independent legal counsel. The fees and expenses incurredby the independent legal counsel in making the determination of indemnificationand advances shall be borne solely by the Company. If such independent legalcounsel is unwilling and/or unable to make the determination of indemnificationand advances, then the Company shall cause the indemnification and advances tobe made by a majority vote or consent of a Board of Directors committeeconsisting solely of members of the Incumbent Board.

##### (2)           For purposes of thisAgreement, “***Change in Control***”means the occurrence of any of the following events:

##### (a)   Theacquisition by any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”))(each, a “***Person***”)of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) of 20% or more of either (1) the then-outstanding shares ofcommon stock of the Company (the “***Outstanding Company Common Stock***”) or (2) thecombined voting power of the then-outstanding voting securities of the Companyentitled to vote generally in the election of directors (the “***Outstanding Company VotingSecurities***”);  *provided*, *however*,that, for purposes of this clause (a), the following acquisitions shallnot constitute a Change in Control: (A) any acquisition directly from theCompany, (B) any acquisition by the Company, (C) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by the Companyor any company controlled by, controlling or under common control with theCompany, or (D) any acquisition by any entity pursuant to a transaction thatcomplies with clauses (c)(1), (c)(2) and (c)(3) of thisdefinition;

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##### (b)   Individualswho, as of October 11, 2006, constitute the Board of Directors (the “***Incumbent Board***”) cease for anyreason to constitute at least a majority of the Board of Directors; *provided*, *however*, thatany individual becoming a director subsequent to October 11, 2006 whoseelection, or nomination for election by the Company’s shareholders, wasapproved by a vote of at least a majority of the directors then comprising theIncumbent Board shall be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board of Directors;

##### (c)   Consummationof a reorganization, merger, statutory share exchange or consolidation orsimilar corporate transaction involving the Company or any of its subsidiaries,a sale or other disposition of all or substantially all of the assets of theCompany, or the acquisition of assets or stock of another entity by the Companyor any of its subsidiaries (each, a “***BusinessCombination***”), in each case unless, following such BusinessCombination, (1) all or substantially all of the individuals and entities thatwere the beneficial owners of the Outstanding Company Common Stock and theOutstanding Company Voting Securities immediately prior to such BusinessCombination beneficially own, directly or indirectly, more than 50.1% of thethen-outstanding shares of common stock and the combined voting power of thethen-outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the corporation resulting from suchBusiness Combination (including, without limitation, a corporation that, as aresult of such transaction, owns the Company or all or substantially all of theCompany’s assets either directly or through one or more subsidiaries) insubstantially the same proportions as their ownership immediately prior to suchBusiness Combination of the Outstanding Company Common Stock and theOutstanding Company Voting Securities, as the case may be, (2) no Person(excluding any corporation resulting from such Business Combination or anyemployee benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly orindirectly, 20% or more of, respectively, the then-outstanding shares of commonstock of the corporation resulting from such Business Combination or thecombined voting power of the then-outstanding voting securities of suchcorporation, except to the extent that such ownership existed prior to theBusiness Combination, and (3) at least a majority of the members of the boardof directors of the corporation resulting from such Business Combination weremembers of the Incumbent Board at the time of the execution of the initialagreement or of the action of the Board of Directors providing for suchBusiness Combination; or

##### (d)   Approvalby the shareholders of the Company of a complete liquidation or dissolution ofthe Company.

### 3.             **Additional Indemnification Rights**:

#### a.             Scope.Notwithstanding any other provision of this Agreement, the Company shallindemnify Indemnitee to the fullest extent permitted by law, notwithstandingthat such indemnification is not specifically authorized by the otherprovisions of this Agreement, the Company’s Articles of Incorporation, the Company’sBylaws or by statute. In the event of any change, after the date of thisAgreement, in any applicable law, statute, or rule which expands the 

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#### right of aPennsylvania corporation to indemnify a member of its board of directors or anofficer, such changes shall be, *ipso facto*,within the purview of Indemnitee’s rights and Company’s obligations under thisAgreement. In the event of any change in any applicable law, statute or rulewhich narrows the right of a Pennsylvania corporation to indemnify a member ofits board of directors or an officer, such changes (to the extent not otherwiserequired by such law, statute or rule to be applied to this Agreement) shallhave no effect on this Agreement or the parties’ rights and obligationshereunder.

#### b.             Non-exclusivity.The indemnification provided by this Agreement shall not be deemed exclusive ofany rights to which an Indemnitee may be entitled under the Company’s Articlesof Incorporation, its Bylaws, any agreement, any vote of Shareholders ordisinterested directors, the Pennsylvania Business Corporation Law of 1988, asamended (the “***BCL***”), orotherwise, both as to action in Indemnitee’s official capacity and as to actionin another capacity while holding such office.

### 4.             **Remedies**.

#### a.             In the event that (i)a determination is made pursuant to Section 2(d) of this Agreement thatIndemnitee is not entitled to indemnification under this Agreement, (ii)advancement of expenses is not timely made pursuant to Section 2(c) ofthis Agreement, (iii) payment of indemnification is not timely made pursuant toSection 2(c) of this Agreement or (iv) payment of indemnification is notmade within 10 days after a determination has been made that Indemnitee isentitled to indemnification or such determination is deemed to have been madepursuant to Section 2(d) of this Agreement, Indemnitee shall be entitled to anadjudication in an appropriate court of Indemnitee’s entitlement to suchindemnification.  Indemnitee shallcommence such proceeding seeking an adjudication within 180 days following thedate on which Indemnitee first has the right to commence such proceedingpursuant to this Section 4(a). The Company shall not oppose Indemnitee’s right to seek any suchadjudication.

#### b.             In the event that adetermination shall have been made pursuant to Section 2(d) of thisAgreement that Indemnitee is not entitled to indemnification, any judicialproceeding commenced pursuant to this Section 4 shall be conducted inall respects as a de novo trial on the merits.

#### c.             If a determination shallhave been made pursuant to Section 2(d) of this Agreement thatIndemnitee is entitled to indemnification, the Company shall be bound by suchdetermination in any judicial proceeding commenced pursuant to this Section4, absent (i) a misstatement by Indemnitee of a material fact, or anomission of a material fact necessary to make Indemnitee’s misstatement notmaterially misleading in connection with the application for indemnification,or (ii) a prohibition of such indemnification under applicable law.

#### d.             In the event thatIndemnitee, pursuant to this Section 4, seeks a judicial adjudication ofhis rights under, or to recover damages for breach of, this Agreement, or torecover under any directors’ and officers’ liability insurance policiesmaintained by the Company, the Company shall pay on his behalf, in advance, anyand all expenses actually and reasonably incurred by him in such judicialadjudication, regardless of whether Indemnitee 

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#### ultimately isdetermined to be entitled to such indemnification, advancement of expenses orinsurance recovery.

#### e.             The Company shallbe precluded from asserting in any judicial proceeding commenced pursuant tothis Section 4 that the procedures and presumptions of this Agreementare not valid, binding and enforceable and shall stipulate in any such courtthat the Company is bound by all the provisions of this Agreement.

### 5.             **Continuation of Indemnity**. Allagreements and obligations of the Company contained herein shall continueduring the period Indemnitee is a director, officer, employee or agent of theCompany (or is or was serving at the request of the Company as a director,officer, employee or agent of other enterprises) and shall continue thereafter,so long as Indemnitee shall be subject to any possible claim or threatened,pending or completed action, suit or proceeding, whether civil, criminal orinvestigative, by reason of the fact that Indemnitee was a director, officer,employee or agent of the Company or serving in any other capacity referred toherein.

### 6.             **Partial Indemnification**. IfIndemnitee is entitled under any provision of this Agreement to indemnificationby the Company for some or a portion of the expenses, judgments, fines orpenalties actually or reasonably incurred by him in the investigation, defense,appeal or settlement of any civil or criminal action, suit or proceeding, butnot for the total amount thereof, the Company shall nevertheless indemnifyIndemnitee for the portion of such expenses, judgments, fines or penalties towhich Indemnitee is entitled.

### 7.             **Mutual Acknowledgment**. Both theCompany and Indemnitee acknowledge that, in certain instances, federal law orpublic policy may override applicable state law and prohibit the Company fromindemnifying its directors and officers under this Agreement or otherwise. Forexample, the Company and Indemnitee acknowledge that the Securities andExchange Commission (the “***SEC***”)has taken the position that indemnification is not permissible for liabilitiesarising under certain federal securities laws, and federal legislationprohibits indemnification for certain violations of the Employee RetirementIncome Security Act of 1974 (“***ERISA***”).  Indemnitee understands and acknowledges thatthe Company has undertaken with the SEC to submit the question of indemnificationto a court in certain circumstances for a determination of the Company’s rightunder public policy to indemnify Indemnitee.

### 8.             **Officer and Director Liability Insurance**.The Company shall, from time to time, make the good faith determination whetheror not it is practicable for the Company to obtain and maintain a policy orpolicies of insurance with reputable insurance companies providing the officersand directors of the Company with coverage for losses from wrongful acts, or toensure the Company’s performance of its indemnification obligations under thisAgreement.  Among other considerations,the Company will weigh the costs of obtaining such insurance coverage againstthe protection afforded by such coverage. In all policies of directors’ andofficers’ liability insurance, Indemnitee shall be insured in such a manner asto provide Indemnitee the same rights and benefits as are accorded to the mostfavorably insured of the Company’s directors, if Indemnitee is a director; orof the Company’s officers, if Indemnitee is not a director of the Company butis an officer; or one of the Company’s key employees, if Indemnitee is not anofficer or director but is a key employee. Notwithstanding the foregoing, the 

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### Company shallhave no obligation to obtain or maintain such insurance if the Companydetermines in good faith that such insurance is not reasonably available, ifthe premium costs for such insurance are disproportionate to the amount ofcoverage provided, if the coverage provided by such insurance is limited byexclusions so as to provide an insufficient benefit, or if Indemnitee iscovered by similar insurance maintained by an affiliate of the Company.

### 9.             **Severability**. Nothing in thisAgreement is intended to require or shall be construed as requiring the Companyto do or fail to do any act in violation of applicable law. The Company’sinability, pursuant to court order, to perform its obligations under thisAgreement shall not constitute a breach of this Agreement. The provisions ofthis Agreement shall be severable as provided in this Section 9. If thisAgreement or any portion hereof shall be invalidated on any ground by any courtof competent jurisdiction, then the Company shall nevertheless indemnifyIndemnitee to the full extent permitted by any applicable portion of thisAgreement that shall not have been invalidated, and the balance of thisAgreement not so invalidated shall be enforceable in accordance with its terms.

### 10.           **Modification and Waiver.**  No supplement, modification, termination oramendment of this Agreement shall be binding unless executed in writing by bothof the parties hereto.  No waiver of anyof the provisions of this Agreement shall be deemed or shall constitute awaiver of any other provisions hereof (whether or not similar) nor shall suchwaiver constitute a continuing waiver.

### 11.           **Exceptions**. Any other provisionherein to the contrary notwithstanding, the Company shall not be obligatedpursuant to the terms of this Agreement:

#### a.             Claims Initiatedby Indemnitee. To indemnify or advance expenses to Indemnitee with respectto proceedings or claims initiated or brought voluntarily by Indemnitee and notby way of defense, except with respect to proceedings brought to establish orenforce a right to indemnification under this Agreement or any other statute orlaw or otherwise as required under the BCL, but such indemnification oradvancement of expenses may be provided by Company in specific cases if theBoard of Directors, at its sole discretion, finds it to be appropriate;

#### b.             Lack of GoodFaith. To indemnify Indemnitee for any expenses incurred by Indemnitee withrespect to any proceeding instituted by Indemnitee to enforce or interpret thisAgreement, if a court of competent jurisdiction determines that each of thematerial assertions made by Indemnitee in such proceeding was not made in goodfaith or was frivolous;

#### c.             Insured Claims.To indemnify Indemnitee for expenses or liabilities of any type whatsoever(including, but not limited to, judgments, fines, ERISA excise taxes or penalties,and amounts paid in settlement) which have been paid directly to Indemnitee byan insurance carrier under a policy of officers’ and directors’ liabilityinsurance maintained by the Company or other enterprise;

#### d.             Claims UnderSection 16(b). To indemnify Indemnitee for expenses or the payment ofprofits arising from the purchase and sale, or sale and purchase, by 

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#### Indemnitee ofsecurities in violation of Section 16(b) of the Exchange Act, or any similarsuccessor statute;

#### e.             Illegal Activity.  To indemnify Indemnitee if a court ofcompetent jurisdiction finally adjudges that such indemnification is illegal,including, without limitation, by virtue of such indemnification being inviolation of public policy or any provision of law.

### 12.           **Interpretation; Construction of Certain Phrases**.

#### a.             The headings ofparticular provisions of this Agreement are inserted for convenience only andwill not be construed as a part of this Agreement or serve as a limitation orexpansion on the scope of any term or provision of this Agreement.  The words “***include***,” “***includes***” or “***including***” shallbe deemed to be followed by the words “***withoutlimitation***.”   The words “***hereof***,” “***herein***” and “***herewith***” andwords of similar import shall, unless otherwise stated, be construed to referto this Agreement as a whole and not to any particular provision of thisAgreement.

#### b.             For purposes ofthis Agreement:

##### (1)           references to the “***Company***” shall include, in additionto the resulting corporation, any constituent corporation (including any constituentof a constituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify itsdirectors, officers, and employees or agents, so that if Indemnitee is or was adirector, officer, employee or agent of such constituent corporation, or is orwas serving at the request of such constituent corporation as a director,officer, employee or agent of other enterprises, Indemnitee shall stand in thesame position under the provisions of this Agreement with respect to theresulting or surviving corporation as Indemnitee would have with respect tosuch constituent corporation if its separate existence had continued;

##### (2)           references to “***other enterprises***” shall includeemployee benefit plans; references to “***fines***”shall include any excise taxes assessed on Indemnitee with respect to anemployee benefit plan;

##### (3)           references to “***serving at the request of the Company***”shall include any service as a director, officer, employee or agent of theCompany which imposes duties on, or involves services by, Indemnitee withrespect to an employee benefit plan, its participants, or beneficiaries;

##### (4)           if Indemnitee actedin good faith and in a manner Indemnitee reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan,Indemnitee shall be deemed to have acted in a manner “***not opposed to the best interests of the Company***”as referred to in this Agreement;

##### (5)           references to “***affiliates***” shall mean any entitywhich, directly or indirectly, is in the control of, is controlled by, or isunder common control with, the Company; and

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##### (6)           references to “***Sections***” or “***clauses***”shall be to Sections or clauses of this Agreement.

### 13.           **Counterparts; Facsimile Signatures**.  This Agreement may be executed in any numberof counterparts (including by facsimile signature), each of which shall bedeemed to be an original and all of which together shall constitute one and thesame document.

### 14.           **Successors and Assigns**. This Agreementshall be binding upon and inure to the benefit of the Company and itssuccessors and assigns, and Indemnitee and Indemnitee’s estate, heirs, legalrepresentatives and assigns.

### 15.           **Attorneys’ Fees**. If any action isinstituted by Indemnitee under this Agreement to enforce or interpret any ofthe terms hereof, Indemnitee shall be entitled to be paid all court costs andexpenses, including reasonable attorneys’ fees, incurred by Indemnitee withrespect to such action, unless as a part of such action, the court of competentjurisdiction determines that each of the material assertions made by Indemniteeas a basis for such action was not made in good faith or was frivolous. In theevent of an action instituted by or in the name of the Company under this Agreementor to enforce or interpret any of the terms of this Agreement, Indemnitee shallbe entitled to be paid all court costs and expenses, including attorneys’ fees,incurred by Indemnitee in defense of such action (including with respect toIndemnitee’s counterclaims and cross-claims made in such action), unless as apart of such action the court determines that each of Indemnitee’s materialdefenses to such action was made in bad faith or was frivolous.

### 16.           **Notice**. All notices, requests,demands, consents and other communications hereunder shall be in writing andshall be given or made (and shall be deemed to have been duly given or madeupon receipt) by delivery in person, by overnight courier service, or byfacsimile with receipt confirmed (followed by delivery of an original viaovernight courier service). The address for notice to the Company shall be asset forth in Section 2(e), and the address for notice to Indemniteeshall be as set forth on the signature page of this Agreement, or assubsequently modified in a notice given in accordance with this Section 16.

### 17.           **Consent to Jurisdiction**. TheCompany and Indemnitee each hereby irrevocably consent to the jurisdiction ofthe courts of the Commonwealth of Pennsylvania for all purposes in connectionwith any action or proceeding which arises out of or relates to this Agreement.Any action or proceeding instituted under or to enforce this Agreement shall bebrought only in the state courts of the Commonwealth of Pennsylvania.

### 18.           **Subrogation**. In the event of paymentunder this Agreement, Company shall be subrogated to the extent of such paymentto all of the rights of recovery of the Indemnitee, who shall execute allpapers required and shall do everything that may be necessary to secure suchrights, including the execution of such documents necessary to enable Companyeffectively to bring suit to enforce such rights.

### 19.           **Choice of Law**. This Agreement shallbe governed by and its provisions construed in accordance with the laws of theCommonwealth of Pennsylvania, as applied to contracts between Pennsylvaniaresidents entered into and to be performed within Pennsylvania.

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### 20.           **Prior Agreement**. Notwithstandingany contrary provision contained herein, this Agreement supersedes and replacesany and all prior written indemnification agreements between the Indemnitee andthe Company including the Prior Agreement.

### [***Remainder of Page LeftBlank; Signature Page Follows***]

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement on the date first above written.
|        |   | MEDECISION, INC.    |
|--------|--------|---------------------|
|   |   |                |
|   |   |                |
|   |   | By:                 |   |
|   |   | Name:               |   |
|   |   | Title:              |   |
|   |   |                |
|   |   |                |
|   |   |                |
|   |   | [Name]              |
|   |   |                |
|   |   | Address for Notice: |
|   |   |                |
|   |   |                |
|   |   |                |
|   |   |                |

 

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