**EXHIBIT
      10.2**





**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT**





THIS
      EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is made effective as of
      March 16, 2006 (the “Effective Date”), between Mediware Information Systems,
      Inc., (hereinafter "the Company") and John Damgaard (hereinafter the
“Executive").





WHEREAS,
      the Executive is a current employee of the Company, and now the Company desires
      to employ the Executive as the Vice President and General Manager of the Blood
      Bank Division, or in such other capacity as the parties may agree, and the
      Executive desires to be so employed by the Company, on the terms and conditions
      hereinafter set forth;





NOW,
      THEREFORE, in consideration of the foregoing and of the respective covenants
      and
      agreements herein set forth, the Company and the Executive hereby agree as
      follows:





1. Employment .
      The
      Company hereby agrees to employ the Executive, and the Executive hereby agrees
      to serve as the Vice President and General Manager of the Blood Bank Division,
      or in such other capacity as the parties may mutually agree. The Executive
      agrees to perform such services customary to such office as shall from time
      to
      time be assigned to him by the Chief Executive Officer or his designee. The
      Executive further agrees to use his best efforts to promote the interests of
      the
      Company and to devote his full energies to the business and affairs of the
      Company.




2. Term
      of Employment .
      The
      employment hereunder shall be for a term of thirty-six months commencing on
      the
      Effective Date hereof and ending thirty-six months after the Effective Date
      hereof (the "'Expiration Date"), unless terminated earlier pursuant to Paragraph
      4 of this Agreement (the "Term of Employment"). This Agreement shall
      automatically renew for successive terms of one (1) year (each a "Renewal Term")
      commencing on the first day immediately following the Expiration Date, unless
      such renewal is objected to by either the Company or the Executive by giving
      at
      least 90 days prior written notice prior to the scheduled Expiration Date.
      In
      the event of such renewal, the last day of each successive Renewal Term shall
      be
      deemed the Expiration Date.





3. Compensation
      and Other Related Matters .





(a) Salary .
      As
      compensation for services rendered hereunder, the Executive shall receive an
      Annual Base Salary of one hundred eighty thousand dollars ($180,000), which
      salary shall be paid in accordance with the Company's then prevailing payroll
      practices for its executives and shall be subject to review annually by the
      Chief Executive Officer and the Compensation Committee of the Board of
      Directors.





(b) Bonus .
      During
      the term of this Agreement the Executive shall be eligible to receive an Annual
      Bonus of up to 50% of Executive’s Annual Base Salary for achieving objectives
      established by the Company, subject to the discretion of the Chief Executive
      Officer and the Compensation Committee of the Board of Directors. The bonus,
      if
      any, would be payable after the conclusion of the annual audit.










(c) Equity
      Compensation .





Performance
      Shares .
      The
      Executive is hereby granted twenty thousand (20,000) ** restricted
      shares of Stock (the “Performance Shares”) under the terms of the Company's Plan
      and an applicable restricted stock agreement.





(d) Other
      Benefits .
      The
      fringe benefits, perquisites and other benefits of employment, including three
      (3) weeks vacation each year, to be provided to the Executive shall be
      equivalent to such benefits and perquisites as are provided to other senior
      executives of the Company as amended from time to time.





(e) Reimbursement .
      Subject
      to policies established from time to time by the Company, the Company shall
      reimburse Executive for the reasonable expenses incurred by him in connection
      with the performance of his duties hereunder, including but not limited to,
      travel expenses and entertainment expenses, for which the Executive shall
      account to the Company in a manner sufficient to conform to Company policy
      and
      Internal Revenue Service requirements.





4. Termination .





(a) Disability .
      If, as
      a result of the incapacity of the Executive due to physical or mental illness,
      the Executive is unable to perform substantially and continuously the duties
      assigned to him hereunder for a period of three (3) consecutive months or for
      a
      non-consecutive period of nine (9) months during the Term of Employment, the
      Company may terminate his employment for "Disability" upon thirty (30) days
      prior written notice to the Executive.





(b) Death .
      The
      Executive's employment shall terminate immediately upon the death of the
      Executive.





(c) Cause .
      The
      Company shall be entitled to terminate the Executive's employment for "Cause."
      Termination by the Company of the employment of the Executive for "Cause" shall
      mean termination based upon (i) the willful failure by the Executive to follow
      directions communicated to him by the Chief Executive Officer or his designee;
      (ii) the willful engaging by the Executive in conduct which is materially
      injurious to the Company, monetarily or otherwise; (iii) a conviction of, a
      plea
      of *nolo
      contendere,* a
      guilty
      plea or confession by the Executive to an act of fraud, misappropriation or
      embezzlement or to a felony; (iv) the Executive's habitual drunkenness or use
      of
      illegal substances; (v) a material breach by the Executive of this Agreement;
      or
      (vi) an act of gross neglect or gross misconduct which the Company deems in
      good
      faith to be good and sufficient cause. Executive hereby represents and warrants
      that he has never been convicted of an act of fraud, misappropriation,
      embezzlement or a felony, and Executive further warrants that during the Term
      of
      this Agreement, he will give the Company immediate notice of any charge against
      the Executive relating to any of the foregoing.










(d) Termination
      Without Cause .
      The
      Executive shall have the right to terminate the Executive's employment without
      cause at any time upon one month written notice. The Company shall have the
      right to terminate the Executive’s employment without cause at any time upon
      written notice. The giving of notice by either party pursuant to Section 2
      to
      prevent the renewal of this Agreement shall not be deemed a termination of
      Executive’s employment without cause.





5. Compensation
      Upon Termination or During Disability





(a) Disability .
      During
      any period that the Executive fails to perform his full-time duties with the
      Company for a three-month period as a result of incapacity due to physical
      or
      mental illness (the "Disability Period"), the Executive shall continue to
      receive his Annual Base Salary at the rate set forth in Paragraph 3(a) of this
      Agreement, less any compensation payable to the Executive under the applicable
      disability insurance plan of the Company during the Disability Period, until
      this Agreement is terminated pursuant to Paragraph 4(a) hereof. Thereafter,
      or
      in the event the Executive's employment shall be terminated by reason of his
      death, the Executive's benefits shall be determined under the Company's
      insurance and other compensation programs then in effect in accordance with
      the
      terms of such programs and the Company shall have no further obligation to
      the
      Executive under this Agreement.





(b) Death .
      In the
      event of the Executive's death, the Executive's beneficiary shall be entitled
      to
      receive the Executive's Annual Base Salary at the rate set forth in Paragraph
      3(a) of this Agreement until the date of his death. Thereafter, the Company
      shall have no further obligation to the Executive or the Executive's beneficiary
      under this Agreement.





(c) Cause .
      If the
      Executive's employment shall be terminated by the Company for "Cause" as defined
      in Paragraph 4(c) of this Agreement, the Company shall continue to pay the
      Executive his Annual Base Salary at the rate set forth in Paragraph 3(a) of
      this
      Agreement through the date of termination of the Executive's employment.
      Thereafter, the Company shall have no further obligation to the Executive under
      this Agreement.




(d) Termination
      Without Cause .
      If the
      Executive terminates his employment pursuant to Paragraph 4(d), the Executive
      shall be entitled to receive Executive’s Annual Base Salary at the rate set
      forth in Paragraph 3(a) of this Agreement until the date Executive’s employment
      ends. Thereafter the Company shall have no obligation to Executive. If the
      Company voluntarily terminates the Executive's employment with the Company
      pursuant to Paragraph 4(d) of this Agreement, the Company shall until the
      earlier of the three month anniversary of the termination of employment or
      the
      commencement of Executive’s employment at a successor employer, pay the
      Executive an amount equal to three months of the Executive's Annual Salary
      at
      the highest rate in effect during the period of the Executive's employment,
      payable in three equal monthly installments. Additionally, until the earlier
      of
      the three month anniversary of the termination of employment, or the
      commencement of the provision of health benefits to the Executive by a successor
      employer, the Executive will continue to receive the same coverage of health
      insurance as immediately before the date of the termination, at the expense
      of
      the Company. Thereafter, the Executive acknowledges that the Company shall
      have
      no further obligation to the Executive under this Agreement. Notwithstanding
      the
      foregoing, the Company shall only be obligated to make the payments set forth
      in
      this section after the Executive delivers to the Company an executed Release
      and
      Severance Agreement, which shall be substantially in the form of Employer’s
      standard Release and Severance Agreement for all employees, with such changes
      therein or additions thereto as needed under then applicable law to give effect
      to its intent and purpose. After the Executive is no longer receiving benefits
      from Mediware, the Executive shall be eligible for COBRA at Executive’s own
      expense in accordance with applicable law.









(e) Acquisition
      or Sale of  Company .
      If a
      third party described in Paragraph 5(f) of this Agreement terminates the
      Executive due to "an acquisition or sale of the Company", as described in
      Paragraph 5(f) below, the Company shall pay the Executive an amount equal to
      three months of Executive's Annual Base Salary at the rate in effect at the
      date
      of termination of the Executive's employment during the period of the
      Executive's employment, payable in three equal monthly installments. Until
      the
      earlier of the three months after the termination of employment, or the
      commencement of the provision of health benefits to the Executive by a successor
      employer, the Executive will continue to receive the same coverage of health
      insurance as immediately before the date of the termination, at the expense
      of
      the Company. Thereafter, the Executive acknowledges that the Company shall
      have
      no further obligation to the Executive under this Agreement. Notwithstanding
      the
      foregoing, the Company shall only be obligated to make the payments set forth
      in
      this section after the Executive delivers to the Company an executed Release
      and
      Severance Agreement, which shall be substantially in the form of Employer’s
      standard Release and Severance Agreement for all employees, with such changes
      therein or additions thereto as needed under then applicable law to give effect
      to its intent and purpose; and after delivery to the Company of a resignation
      from all offices, directorships and fiduciary positions with the Company, its
      affiliates and employee benefit plans.





(f) Definition .
      For
      purposes hereof, "an acquisition or sale of the Company" to or by "a third
      party" shall mean the occurrence of any transaction or series of transactions
      which within a six (6) month period result in (i) greater than fifty percent
      (50%) ** of
      the
      then outstanding shares of Common Stock of the Company (for cash, property
      including, without limitation, stock in any corporation or other third party
      legal entity, indebtedness or any combination thereof) have been redeemed by
      the
      Company or purchased by a third party not previously affiliated with the
      Company, or exchanged for shares in any other corporation or other third party
      legal entity not previously affiliated with the Company, or any combination
      of
      such redemption, purchase or exchange, (ii) greater than fifty percent (50%)
      in
      book value of the Company's gross assets are acquired by a third party not
      previously affiliated with the Company (for cash, property including, without
      limitation, stock in any corporation whether or not unaffiliated with the
      Company, indebtedness of any person or any combination thereof), or (iii) the
      Company is merged or consolidated with another private or public corporation
      or
      other third party legal entity and the former holders of shares of Common Stock
      of the Company own less than 25% of the voting power of the acquiring, resulting
      or surviving corporation or other third party legal entity. For the purposes
      hereof a director or officer of the Company shall be considered "affiliated
      with
      the Company."










6. Confidentiality
      and Restrictive Covenants .





(a)
      The
      Executive acknowledges that:





(i)
      the
      business in which the Company is engaged is intensely competitive and his
      employment by the Company will require that he have continual access to and
      knowledge of confidential information of the Company, including, but not limited
      to, the nature and scope of its products, the object and source code offered,
      marketed or under development by the Company or under consideration by the
      Company for development, acquisition, or marketing by the Company and the
      documentation prepared or to be prepared for use by the Company (and the phrase
      "by the Company" shall include other vendors, licensees or and resellers and
      value-added resellers of the Company's products or proposed product) and the
      Company's plans for creation, acquisition, improvement or disposition of
      products or software, expansion plans, financial status and plans, products,
      improvements, formulas, designs or styles, method of distribution, lists of
      remarketing and value-added and other resellers customer lists and contact
      lists, product development plans, rules and regulations, personnel information
      and trade secrets of the Company, all of which are of vital importance to the
      success of the Company's business, provided that Confidential Information will
      not include information which has become publicly known otherwise than through
      a
      breach by Executive of the provisions of this Agreement (collectively,
      "Confidential Information");





(ii)
      the
      direct or indirect disclosure of any Confidential Information would place the
      Company at a serious competitive disadvantage and would do serious damage,
      financial and otherwise, to the Company's business;





(iii)
      by
      his training, experience and expertise, the Executive's services to the Company
      will be special and unique; and





(iv)
      if
      the Executive leaves the Company's employ to work for a competitive business,
      in
      any capacity, it would cause the Company irreparable harm.





(b) Covenant
      Against Disclosure .
      The
      Executive therefore covenants and agrees that all Confidential Information
      relating to the business products and services of the Company, any subsidiary,
      affiliate, seller or reseller, value-added vendor or customer shall be and
      remain the sole property and confidential business information of the Company,
      free of any rights of the Executive. The Executive further agrees not to make
      any use of the confidential information except in the performance of his duties
      hereunder and not to disclose the information to third parties, without the
      prior written consent of the Company. The obligations of the Executive under
      this Paragraph 6 shall survive any termination of this Agreement. The Executive
      agrees that, upon any termination of his employment with the Company, all
      Confidential Information in his possession, directly or indirectly, that is
      in
      written or other tangible or readable form (together with all duplicates
      thereof) will forthwith be returned to the Company and will not be retained
      by
      the Executive or furnished to any third party, either by sample, facsimile,
      film, audio or video cassette, electronic data, verbal communication or any
      other means of communication.










(c) Non-competition .
      The
      Executive agrees that, during the Term of Employment and for a period of one
      (1)
      year following the date of termination of the Executive's employment with the
      Company (or six months following the date of termination of the Executive’s
      employment with the Company if the (i) Company terminates the Executive’s
      employment without cause pursuant to Section 4(d); or (ii) Executive terminates
      his employment for Good Reason pursuant to Section 4(e)), the Executive will
      not
      own, manage, or be connected as ** an
      officer, employee or director with, or aid or assist anyone else in the conduct
      of, any entity or business which competes with any business conducted by the
      Company (which currently includes the licensing and sale of medical software
      and
      services in the Medication Management, Blood Banking and Operating Room fields)
      or any of its subsidiaries or affiliates, in the United States, Canada and
      the
      UK and any other area where such business is being conducted on the date the
      Executive's employment is terminated hereunder. Notwithstanding the foregoing
      the Executive's ownership of securities of a public company engaged in
      competition with the Company not in excess of five (5%) percent of any class
      of
      such securities shall not be considered a breach of the covenants set forth
      in
      this Paragraph 6.





(d) Further
      Covenant .
      Until
      the date which is one (1) year after the date of the termination of the
      Executive's employment hereunder for any reason, the Executive will not,
      directly or indirectly, take any of the following actions, and, to the extent
      the Executive owns, manages, operates, controls, is employed by or participates
      in the ownership, management, operation or control of, or is connected in any
      manner with, any business of the type and character engaged in and competitive
      with that conducted by the Company or any of its subsidiaries or affiliates
      during the period of the Executive's employment, the Executive will not
      encourage or participate in any of the following actions on behalf of such
      business:





(i)
      persuade or attempt to persuade any customer of the Company or any seller,
      reseller or value-added vendor of the Company or of its products to cease doing
      business with the Company or any of its subsidiaries or affiliates, or to reduce
      the amount of business it does with the Company or any of its subsidiaries
      or
      affiliates;





(ii)
      solicit for himself or any entity the business of (A) any customer of the
      Company or any of its subsidiaries or affiliates, or (B) any seller, reseller
      or-value-added vendor of the Company, or of its products, or (C) solicit any
      business from a customer which was a customer of the Company or any of its
      subsidiaries or affiliates within six months prior to the termination of the
      Executive's employment; and











(iii)
      persuade or attempt to persuade any employee of the Company or any of its
      subsidiaries or affiliates or any individual who was an employee of the Company
      or any of its subsidiaries or affiliates, at any time during the six-month
      period prior to the Executive's termination of employment , to leave the employ
      of the Company or any of its subsidiaries or affiliates.





7. Intellectual
      Property .
      The
      Executive hereby agrees that any and all (i) software, object code, source
      code,
      and documentation, (ii) any improvements, inventions, discoveries, formulae,
      processes, methods, know-how, confidential data, patents, trade secrets, (iii)
      Food and Drug Administrative ("FDA") applications seeking approval by the FDA,
      information contained in the Forms 510-k of the FDA and approvals from FDA,
      and
      (iv) other proprietary information made, developed or created by the Executive
      (whether at the request or suggestion of the Company or otherwise, whether
      alone
      or in conjunction with others, and whether during regular working hours of
      work
      or otherwise) during the period of his employment with the Company, which may
      be
      directly or indirectly useful in, or relate to, the business being carried
      out
      by the Company or any of its subsidiaries or affiliates, shall be promptly
      and
      fully disclosed by the Executive to the Board of Directors and shall be the
      Company's exclusive property as against the Executive, and the Executive shall
      promptly deliver to the Board of Directors of the Company all papers, drawings,
      models, data and other material relating to any invention made, developed or
      created by him as aforesaid.





The
      Executive shall, upon the Company's request and without any payment therefor,
      execute any documents necessary or advisable in the opinion of the Company's
      counsel to direct issuance of patents, copyrights and FDA applications or
      approvals of the Company with respect to such inventions or work product or
      improvements or enhancements as are to be the Company's exclusive property
      as
      against the Executive under this Paragraph 7 or to vest in the Company title
      to
      such inventions as against the Executive, the expense of securing any such
      patent or copyright, to be borne by the Company.





8. Breach
      by Employee .
      Both
      parties recognize that the services to be rendered under this Agreement by
      the
      Executive are special, unique and extraordinary in character, and that in the
      event of a breach by Employee of the terms and conditions of the Agreement
      to be
      performed by him, then the Company shall be entitled, if it so elects, to
      institute and prosecute proceedings in any court of competent jurisdiction,
      either in law or in equity, to enforce the specific performance thereof by
      the
      Executive. Without limiting the generality of the foregoing, the parties
      acknowledge that a breach by the Executive of his obligations under Paragraph
      6
      or 7 would cause the Company irreparable harm, that no adequate remedy at law
      would be available in respect thereof and that therefore the Company would
      be
      entitled to seek injunctive relief with respect thereto.





9. Arbitration .
      Without
      precluding acting to obtain specific performance and/or injunctive relief
      pursuant to Paragraph 8 above, in the event of any dispute between the parties
      hereto arising out of or relating to this Agreement or the employment
      relationship, including, without limitation, any statutory claims of
      discrimination, between the Company and the Executive (except any dispute with
      respect to Paragraphs 6 and 7 hereof), such dispute shall be settled by
      arbitration in Nassau County or New York County, State of New York, or in
      Wyandotte County or the City of Kansas City, State of Kansas, in accordance
      with
      the National Rules for the Resolution of Employment Disputes then in effect
      of
      the American Arbitration Association. The parties hereto agree that the arbitral
      panel shall also be empowered to grant injunctive relief to a party, which
      may
      be included in any award. Judgment upon the award rendered, including injunctive
      relief, may be entered in any court having jurisdiction thereof. Notwithstanding
      anything herein to the contrary, if any dispute arises between the parties
      under
      Paragraphs 6 or 7, neither the Executive nor the Company shall be required
      to
      arbitrate such dispute or claim, but each party shall have the right to
      institute judicial proceedings in any court of competent jurisdiction with
      respect to such dispute or claim. If such judicial proceedings are instituted,
      the parties agree that such proceedings shall not be stayed or delayed pending
      the outcome of any arbitration proceeding hereunder.










10. Miscellaneous .





(a) Successors;
      Binding Agreement .
      This
      Agreement and the obligations of the Company hereunder and all rights of the
      Executive hereunder shall inure to the benefit of the parties hereto and their
      respective heirs, personal representatives, successors and assigns, provided,
      however, that the duties of the Executive hereunder are personal to the
      Executive and may not be delegated or assigned by him. By entering into this
      Agreement, the Executive’s prior employment agreement with the company is hereby
      terminated.





(b) Notice .
      All
      notices of termination and other communications provided for in this Agreement
      shall be in writing and shall be deemed to have been duly given when delivered
      by hand, delivered by an express delivery (one day service), delivered by
      telefax and confirmed by express mail or one day express delivery service,
      or
      mailed by United States registered mail, return receipt requested, addressed
      as
      follows:





*If
                to the Company:*Mediware
                Information Systems, Inc.11711
                West 79thStreetLenexa,
                KS 66214*If
                to the Executive:*John
                Damgaard





or
      to
      such other address as either party may designate by notice to the other, which
      notice shall be deemed to have been given upon receipt.





(c) Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Kansas without regard to the conflict of law rules
      thereof.










(d) Waivers .
      The
      waiver of either party hereto of any right hereunder or of any failure to
      perform or breach by the other party hereto shall not be deemed a waiver of
      any
      other right hereunder or of any other failure or breach by the other party
      hereto, whether of the same or a similar nature or otherwise. No waiver shall
      be
      deemed to have occurred unless set forth in writing executed by or on behalf
      of
      the waiving party. No such written waiver shall be deemed a continuing waiver
      unless specifically stated therein, and each such waiver shall operate only
      as
      to the specific term or condition waived and shall not constitute a waiver
      of
      such term or condition for the future or as to any act other than that
      specifically waived.





(e) Validity .
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall otherwise remain in full force and effect. Moreover, if any one
      or
      more of the provisions contained in this Agreement is held to be excessively
      broad as to duration, scope or activity, such provisions shall be construed
      by
      limiting and reducing them so as to be enforceable to the maximum extent
      compatible with applicable law.





(f) Counterparts .
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which shall constitute one and the same
      instrument.





(g) Entire
      Agreement .
      This
      Agreement (including the applicable restricted stock agreements) sets forth
      the
      entire agreement and understanding of the parties in respect of the subject
      matter contained herein, and supersedes all prior agreements (including the
      prior employment agreement), promises, covenants, arrangements, communications,
      representations or warranties, whether oral or written, by any officer, employee
      or representative of either party in respect of said subject
      matter.





(i) Headings
      Descriptive .
      The
      headings of the several paragraphs of this Agreement are inserted for
      convenience only and shall not in any way affect the meaning or construction
      of
      any of this Agreement.





(j) Capacity .
      The
      Executive represents and warrants that he is not a party to any agreement that
      would prohibit him from entering into this Agreement or performing fully his
      obligations hereunder.









IN
      WITNESS WHEREOF, the Company and the Executive have executed this Agreement
      as
      of the date first written above.








EXECUTIVE:
            
            MEDIWARE
              INFORMATION SYSTEMS, INC:By:John
                Damgaard
            
            Name:
            James
                BurgessTitle:
            President
                & Chief Executive Officer