**EXHIBIT
      10.1**


**AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT**
 
 THIS
        EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is made effective as
        of
        April 1, 2006 (the “Effective Date”), between Mediware Information Systems,
        Inc., (hereinafter "the Company") and Kevin Ketzel (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
        Medication Management 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 Medication Management
        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 two hundred five thousand dollars ($205,000), 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 six 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 six months of the Executive's Annual Salary
        at the
        highest rate in effect during the period of the Executive's employment, payable
        in six equal monthly installments. Additionally, until the earlier of the
        six
        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 six
        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 six equal monthly installments. Until the earlier
        of the
        six 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:*Kevin
                  Ketzel
 
 
 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:Kevin
                  Ketzel
              
              Name:
              James
                  BurgessTitle:
              President
                  & Chief Executive Officer