Exhibit 10.4  EMPLOYMENT AGREEMENT  THIS EMPLOYMENT AGREEMENT (the Agreement) is
effective the 1st day of September, 2007 (the Effective Date), by and between
MEDecision, Inc., a Pennsylvania corporation (the Company) and Ron Nall
(the Executive).  WHEREAS, the Company desires to continue Executives
employment and Executive desires to continue to be so employed by the Company
on the terms described herein.  NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and promises contained herein, and intending to be bound
hereby, the parties agree as follows:  1.Duration
of Agreement.  This Agreement has no
specific expiration date.  Unless
terminated by agreement of the parties, this Agreement will govern Executives
continued employment by the Company until that employment ceases.  2.Title;
Duties.  Executive will continue to
be employed as the Companys Executive Vice President & Chief
Information Officer, reporting directly to the Companys Chief Executive
Officer, President, or Chief Operating Officer, at the Companys
discretion.  Executive will devote his
best efforts and substantially all of his business time and services to the
Company and its affiliates to perform such duties as may be customarily
incident to his position and as may reasonably be assigned to him from time to
time.  Executive will not, in any
capacity, engage in other business activities or perform services for any other
individual, firm or corporation without the prior written consent of the
Company; provided, however,that
without such consent, Executive may engage in charitable, public service and
personal investment activities, so long as such activities do not in any
respect interfere with Executives performance of his duties and obligations
hereunder.  3.Place
of Performance.  Executive will
perform his services hereunder at the principal executive offices of the
Company; provided, however,that
Executive may be required to travel from time to time for business purposes.  4.Compensation
and Benefits.  4.1.Base
Salary.  Executives annual salary
will be $225,000 (the Base Salary), paid in accordance with the Companys
payroll practices, as in effect from time to time.  The Base Salary will be reviewed on an annual
basis by the Companys Board of Directors (the Board) or the Compensation
Committee of the Board and may be increased from time to time.  To the extent the Board has authorized its
Compensation Committee to act on its behalf in any particular respect,
references to the Board in that context will also be deemed to include the
Compensation Committee.  4.2.Annual
Bonuses.  4.2.1.For each calendar year ending after the
Effective Date, Executive will be eligible for an annual bonus in an amount and
form established by the Board for the applicable year, if specified corporate
and/or individual performance goals are met for that year.  Any bonus payable under this Section 4.2
will be paid (or granted, in the case of a bonus paid in


the form of an
equity-based award) within two and one-half months following the end of the
applicable year; provided however, that except as otherwise provided in Section 5.1.2, a bonus will only be paid if
Executive is employed by the Company on the date the bonus payment is to be
made.  4.2.2.The performance goals relevant under this Section 4.2
for any given calendar year will be established by the Board during the first
quarter of the applicable calendar year and will be promptly communicated to
Executive.  4.2.3.For purposes of determining any bonus payable to
Executive, the measurement of corporate and/or individual performance will be
performed by the Board in good faith.  4.3.Employee
Benefits.  Executive will be eligible
to participate in retirement/savings, health insurance, life insurance,
disability insurance and other employee benefit plans, policies or arrangements
maintained by the Company for its employees generally, subject to the terms and
conditions of such plans, policies or arrangements; provided, however,that this Agreement will not limit the Companys
ability to amend, modify or terminate such plans, policies or arrangements at
any time for any reason.  4.4.Paid
Time Off.  Executive will be entitled
to paid time off each year in accordance with the published policies of the
Company.  4.5.Reimbursement
of Expenses.  Executive will be
reimbursed by the Company for all reasonable business expenses incurred by him
in accordance with the Companys customary expense reimbursement policies as in
effect from time to time.  4.6.Indemnification.  Executive will be indemnified for acts
performed as an employee of the Company to the extent provided in the Companys
Bylaws, as in effect from time to time.  5.Termination.  Upon any cessation of his employment with the
Company, Executive will be entitled only to such compensation and benefits as
described in this Section 5.  5.1.Termination
without Cause or for Good Reason.  If
Executives employment by the Company ceases due to a termination by the
Company without Cause (as defined below) or a resignation by Executive for Good
Reason (as defined below), Executive will be entitled to:  5.1.1.payment of all accrued and unpaid Base Salary
through the date of such cessation;  5.1.2.payment of any annual bonus otherwise payable
(but for the cessation of Executives employment) with respect to a year ended
prior to the cessation of Executives employment;


5.1.3.monthly severance payments equal to one-twelfth
of Executives Base Salary for a period equal to 6 months, with post-employment
extensions possible under Sections 5.1.5
and 5.1.6below;  5.1.4.waiver of the applicable premium otherwise
payable for COBRA continuation coverage for Executive (and, to the extent
covered immediately prior to the date of such cessation, his eligible
dependents) for a period equal to 6 months;  5.1.5.if the Company is successful in delivering
CarePlanner Version 6.0 in 2007 as evidenced by the Companys ability to
recognize in 2007 the accrued license fees associated with the initial BCBS of Minnesota contract, then
the periods of payment and waiver in Sections 5.1.3 and 5.1.4 and will be extended by 3 months; and  5.1.6.if the Company is successful in delivering
iEXCHANGE Web Version 6.0 into production in April, 2008 (or some other
mutually agreed upon milestone indicating completion), then the periods of
payment and waiver in Sections 5.1.3 and 5.1.4 will be extended by
another 3 months,  Except
as otherwise provided in this Section 5.1, all compensation and
benefits will cease at the time of such cessation, subject to the terms of any
benefits or compensation plans then in force and applicable to Executive, and
the Company will have no further liability or obligation by reason of such
cessation.  The payments and benefits
described in this Section 5.1 are in lieu of, and not in addition
to, any other severance arrangement maintained by the Company.  Notwithstanding any provision of this
Agreement, the payments and benefits described in Section 5.1 are
conditioned on Executives resignation from all employee and director positions
with the Company and its affiliates and on Executives execution and delivery
to the Company, within 60 days following his cessation of employment, of a
release in such form as the Company may require in a manner consistent with the
requirements of the Older Workers Benefit Protection Act (the Release).  Subject to Section 5.4, below,
the severance benefits described in this Section 5.1 will begin to
be paid or provided as soon as the Release becomes irrevocable.  5.2.Termination
Following a Change in Control.  If,
within one year following a Change in Control (as defined below), Executives
employment by the Company ceases due to a termination by the Company without
Cause or a resignation by Executive for Good Reason, then:  5.2.1.subject to the Release becoming irrevocable, the
duration of the severance benefits described in Sections 5.1.3, 5.1.4, 5.1.5 and 5.1.6 will be extended by an additional 6
months;  5.2.2.subject to the Release becoming irrevocable,
Executive will be credited with an additional 12 months of service for purposes
of determining the vested status of any stock options or other equity-based
incentives held by him immediately prior to such cessation; and  5.2.3.the post-cessation duration of the restrictions
contained in Sections 8.1.1 and 8.1.2 will be extended from one year to
two years.


5.3.Other
Terminations.  If Executives
employment with the Company ceases for any reason other than as described in Section 5.1,above (including but not limited to termination (a) by
the Company for Cause, (b) as a result of Executives death, (c) as a
result of Executives Disability (as defined below), or (d) by Executive
without Good Reason), then the Companys obligation to Executive will be
limited solely to the payment of accrued and unpaid Base Salary through the
date of such cessation.  All compensation
and benefits will cease at the time of such cessation and, except as otherwise
provided by COBRA, the Company will have no further liability or obligation by
reason of such termination.  The
foregoing will not be construed to limit Executives right to payment or
reimbursement for claims incurred prior to the date of such termination under
any insurance contract funding an employee benefit plan, policy or arrangement
of the Company in accordance with the terms of such insurance contract.  5.4.Compliance
with Section 409A.  To the
extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary
to avoid the application of an additional tax under Section 409A of the
Internal Revenue Code (the Code) to payments due to Executive upon or
following his separation from service, then notwithstanding any other provision
of this Agreement (or any otherwise applicable plan, policy, agreement or
arrangement), any such payments that are otherwise due within six months
following Executives separation from service will be deferred (without
interest) and paid to Executive in a lump sum immediately following that six
month period.  5.5.Compliance
with Section 280G.  If any
payment or benefit due to Executive from the Company or its subsidiaries or
affiliates, whether under this Agreement or otherwise, would (if paid or
provided) constitute an Excess Parachute Payment (as defined below), then
notwithstanding any other provision of this Agreement or any other commitment
of the Company, that payment or benefit will be limited to the minimum extent
necessary to ensure that no portion thereof will fail to be tax-deductible to
the Company by reason of Section 280G of Code.  The determination of whether any payment or
benefit would (if paid or provided) constitute an Excess Parachute Payment will
be made by the Company, in good faith and in its sole discretion.  If multiple payments or benefits are subject to
reduction under this paragraph, the order in which such payments or benefits
are reduced will be determined by the Company, in its discretion; provided
that, in exercising its discretion in this regard, the Company will exercise
reasonable efforts to reduce the payments or benefits in the order that
maximizes Executives economic position. 
If, notwithstanding the initial application of this Section 5.5,the Internal Revenue Service determines that any payment
or benefit provided to Executive constituted an Excess Parachute Payment, this Section 5.5 will be reapplied based on the Internal Revenue Services
determination and Executive will be required to promptly repay to the Company
any amount in excess of the payment limit of this Section 5.5.  5.6.Definitions.  For purposes of this Agreement:  5.6.1.Cause means the occurrence of any of the
following: (a) Executives refusal, failure or inability to perform his
duties or to follow the lawful directives of his supervisor(s); which refusal,
failure or inability continues for more than 30 days after written notice
thereof; (b) misconduct, recklessness or gross negligence by Executive in
the course of employment that is demonstrably injurious to the Company or its
affiliates; (c) Executives conviction of, or the entry of a plea of
guilty or no contest to, a felony or a crime that could


reasonably be
expected to have an adverse effect on the operations, condition or reputation
of the Company or its affiliates, including, but not limited to, offenses related
to alcohol abuse or use of controlled drugs other than in accordance with a
physicians prescription; (d) material breach by Executive of any
agreement with, lawful policy of or fiduciary duty owed to the Company or its
affiliates; or (e) gross insubordination by Executive in the course of
employment.  5.6.2.Change in Control means the occurrence of any
of the following, in one transaction or a series of related transactions:  (a)any
person (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming a beneficial owner (as
defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing more than 50% of the voting power of the
Companys then outstanding securities;  (b)a
consolidation, share exchange, reorganization or merger of the Company
resulting in the stockholders of the Company immediately prior to such event
not owning at least a majority of the voting power of the resulting entitys
securities outstanding immediately following such event;  (c)the
sale or other disposition of all or substantially all the assets of the
Company, other than in connection with a state or federal bankruptcy
proceeding; or  (d)any
similar event deemed by the Board to constitute a Change in Control.  For
the avoidance of doubt, a transaction (or a series of related transactions)
will not constitute a Change in Control if such transaction results in the
Company, any successor to the Company, or any successor to the Companys
business, being controlled, directly or indirectly, by the same person or
persons who controlled the Company, directly or indirectly, immediately before
such transaction.  5.6.3.Disability means a condition entitling
Executive to benefits under any Company sponsored or funded disability plan,
policy or arrangement or under the Social Security Act.  5.6.4.Excess Parachute Payment has the same meaning
as used in Section 280G(b)(1) of
the Code.  5.6.5.Good Reason means any of the following, without
Executives prior consent: (a) a material, adverse change in Executives
title, authority or duties (including the assignment of duties materially
inconsistent with Executives position); (b) relocation of Executives
principal worksite to a location outside the Philadelphia metropolitan area; or
(c) a material breach by the Company of this Agreement.  However, none of the foregoing events or
conditions will constitute Good Reason unless: (x) Executive provides the
Company with written objection to the event or condition within 30 days
following the occurrence thereof, (y) the Company does not reverse or
otherwise cure the event or condition within 30 days of receiving that written
objection, and (z) Executive resigns his employment within 30 days
following the expiration of that cure period.


6.Proprietary
Matter.  Except as permitted or
directed by the Company, Executive will not during the term of his employment
or at any time thereafter divulge, furnish, disclose or make accessible (other
than in the ordinary course of the business of the Company) to anyone for use
in any way any confidential, secret, or proprietary knowledge or information of
the Company (Proprietary Matter) which Executive has acquired or become
acquainted with or will acquire or become acquainted with, whether developed by
himself or by others, including, but not limited to, any trade secrets,
confidential or secret designs, processes, formulae, software or computer
programs, plans, devices or material (whether or not patented or patentable,
copyrighted or copyrightable) directly or indirectly useful in any aspect of
the business of the Company, any confidential customer, distributor or supplier
lists of the Company, any confidential or secret development or research work
of the Company, or any other confidential, secret or non-public aspects of the
business of the Company.  Executive
acknowledges that the Proprietary Matter constitutes a unique and valuable
asset of the Company acquired at great time and expense by the Company, and
that any disclosure or other use of the Proprietary Matter other than for the
sole benefit of the Company would be wrongful and would cause irreparable harm
to the Company.  Both during and after
the term of this Agreement, Executive will refrain from any acts or omissions
that would reduce the value of Proprietary Matter to the Company.  The foregoing obligations of confidentiality,
however, will not apply to any knowledge or information which is now published
or which subsequently becomes generally publicly known, other than as a direct
or indirect result of the breach of this Agreement by Executive.  7.Ventures.  If, during the term of this Agreement,
Executive is engaged in or associated with the planning or implementing of any
project, program or venture involving the Company and a third party or parties,
all rights in the project, program or venture will belong to the Company and
will constitute a corporate opportunity belonging exclusively to the
Company.  Except as expressly approved in
writing by the Company, Executive will not be entitled to any interest in such
project, program or venture or to any commission, finders fee or other
compensation in connection therewith, other than the compensation to be paid to
Executive as provided in this Agreement.  8.Protective
Provisions.  8.1.Competitive
Activities.  During Executives
employment and for one year thereafter (or 18 months thereafter, in the event
of a severance event described in Section 5.2), Executive
will not in the continental United States of America, directly or indirectly,
either as an employee, employer, consultant, agent, principal, partner,
stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business engaged in the
provision of integrated medical management services, technology-based clinical
decision support or transaction management solutions to managed care or other
payers (a Competing Business). 
Notwithstanding the foregoing, Executive may hold up to 2% of the
outstanding securities of any class of any publicly-traded securities of any
company.  8.1.1.Solicitation of Customers and Employee.  During his employment by the Company and for
one year thereafter (or two years thereafter, in the event of a severance event
described in Section 5.2),Executive will not, either directly or indirectly, on his
own behalf or in the service or on behalf of others:


(a)solicit,
divert or appropriate, or attempt to solicit, divert or appropriate, to any
Competing Business any customer or client of the Company, or any person or
entity whose account has been solicited by the Company;  (b)influence
or attempt to influence any person to terminate or modify any employment,
consulting, agency, distributorship or other arrangement with the Company; or  (c)employ
or retain any person who has resigned or been terminated from employment or
engagement as an employee, consultant, agent or distributor of the Company
within the preceding 12 months.  8.2.Acknowledgements.  Executive acknowledges that the provisions of
Section 8 (the Restrictive Covenants) are reasonable and
necessary to protect the legitimate interests of the Company and its
affiliates, that the duration and geographic scope of the Restrictive Covenants
are reasonable given the nature of this Agreement and the position Executive
holds within the Company, and that the Company would not enter into this
Agreement or otherwise continue to employ Executive unless Executive agrees to
be bound by the Restrictive Covenants set forth in this Section 8.  8.3.Remedies
and Enforcement Upon Breach.  8.3.1.Specific Enforcement.  Executive acknowledges that any breach by
him, willfully or otherwise, of the Restrictive Covenants will cause continuing
and irreparable injury to the Company for which monetary damages would not be
an adequate remedy.  Executive will not,
in any action or proceeding to enforce any of the provisions of this Agreement,
assert the claim or defense that such an adequate remedy at law exists.  In the event of any breach by Executive of
the Restrictive Covenants, the Company will be entitled to injunctive or other
similar equitable relief in any court, without any requirement that a bond or
other security be posted, and this Agreement will not in any way limit remedies
of law or in equity otherwise available to the Company.  8.3.2.Judicial Modification.  If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographical scope of such provision, such court will have the
power to modify such provision and, in its modified form, such provision will
then be enforceable.  8.3.3.Accounting.  If Executive breaches any of the Restrictive
Covenants, the Company will have the right and remedy to require Executive to
account for and pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits derived or received by Executive as the
result of such breach.  This right and remedy
will be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity.  8.3.4.Enforceability.  If any court holds the Restrictive Covenants
unenforceable by reason of their breadth or scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the right of the Company to the relief


provided above in
the courts of any other jurisdiction within the geographic scope of the
Restrictive Covenants.  8.3.5.Disclosure, of Restrictive Covenants.  Executive agrees to disclose the existence
and terms of the Restrictive Covenants to any employer that Executive may work
for during while the Restricted Covenants remain applicable.  8.3.6.Extension of Restricted Period.  If Executive breaches Section 8.1,
the restrictions contained in that section will be extended for a period equal
to the period that Executive was in breach.  8.3.7.Application Following Termination.  The Restrictive Covenants will continue to
apply following any cessation of Executives employment without regard to the
reason for that cessation and without regard to whether that cessation was
initiated by Executive or the Company.  9.Miscellaneous.  9.1.No
Liability of Officers and Directors for Severance Upon Insolvency.  Notwithstanding any other provision of the
Agreement and intending to be bound by this provision, Executive hereby (a) waives
any right to claim payment of amounts owed to him, now or in the future,
pursuant to this Agreement from directors or officers of the Company if the
Company becomes insolvent, and (b) fully and forever releases and
discharges the Companys officers and directors from any and all claims,
demands, liens, actions, suits, causes of action or judgments arising out of
any present or future claim for such amounts.  9.2.Other
Agreements.  Executive represents and
warrants to the Company that there are no restrictions, agreements or
understandings whatsoever to which he is a party that would prevent or make
unlawful his execution of this Agreement, that would be inconsistent or in
conflict with this Agreement or Executives obligations hereunder, or that
would otherwise prevent, limit or impair the performance by Executive of his
duties under this Agreement.  9.3.Successors
and Assigns.  The Company may assign
this Agreement to any successor to all or substantially all of its assets and
business by means of liquidation, dissolution, merger, consolidation, transfer
of assets, sale of stock or otherwise. 
The duties of Executive hereunder are personal to Executive and may not
be assigned by him.  9.4.Governing
Law and Enforcement.  This Agreement
will be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to the principles of conflicts of
laws.  Any legal proceeding arising out
of or relating to this Agreement will be instituted in a state or federal court
in the Commonwealth of Pennsylvania, and Executive and the Company hereby
consent to the personal and exclusive jurisdiction of such court(s) and
hereby waive any objection(s) that they may have to personal jurisdiction,
the laying of venue of any such proceeding and any claim or defense of
inconvenient forum.  9.5.Waivers.  The waiver by either party of any right
hereunder or of any breach by the other party will not be deemed a waiver of
any other right hereunder or of any


other breach by
the other party.  No waiver will be
deemed to have occurred unless set forth in a writing.  No waiver will constitute a continuing waiver
unless specifically stated, and any waiver will operate only as to the specific
term or condition waived.  9.6.Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law.  However, if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect
any other provision, and this Agreement will be reformed, construed and
enforced as though the invalid, illegal or unenforceable provision had never
been herein contained.  9.7.Survival.  This Agreement will survive the cessation of
Executives employment to the extent necessary to fulfill the purposes and
intent the Agreement.  9.8.Notices.  Any notice or communication required or
permitted under this Agreement will be made in writing and (a) sent by
overnight courier, (b) mailed by overnight U.S. express mail, return
receipt requested or (c) sent by telecopier.  Any notice or communication to Executive will
be sent to the address contained in his personnel file.  Any notice or communication to the Company
will be sent to the Companys principal executive officers, to the attention of
its Chief Executive Officer. 
Notwithstanding the foregoing, either party may change the address for
notices or communications hereunder by providing written notice to the other in
the manner specified in this paragraph.  9.9.Entire
Agreement; Amendments.  This
Agreement contains the entire agreement and understanding of the parties hereto
relating to the subject matter hereof, and merges and supersedes all prior and
contemporaneous discussions, agreements and understandings of every nature
relating to the subject matter.  This
Agreement may not be changed or modified, except by an agreement in writing
signed by each of the parties hereto.  9.10.Withholding.  All payments (or transfers of property) to
Executive will be subject to tax withholding to the extent required by
applicable law.  9.11.Section Headings.  The headings of sections and paragraphs of
this Agreement are inserted for convenience only and will not in any way affect
the meaning or construction of any provision of this Agreement.  9.12.Counterparts; Facsimile.  This Agreement may be executed in multiple
counterparts (including by facsimile signature), each of which will be deemed
to be an original, but all of which together will constitute but one and the
same instrument.  [Signature page follows]


IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer, and Executive has
executed this Agreement, in each case on September 13, 2007.  MEDecision, Inc.By:
  /s/ David St.ClairName:
  David St.ClairTitle:
  Chairman, President & CEORon Nall/s/ Ron Nall