**Exhibit 10.4.4**

** **

**THIRDAMENDMENT TO**

**EMPLOYMENTAGREEMENT**

 

THIS THIRDAMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this9th day of January, 2006 by and between A.D.A.M., Inc., a Georgiacorporation (the “Company”) and Kevin S. Noland, an individual resident of theState of Georgia (“Employee”).

 

**RECITALS:**

 

**               **WHEREAS, the Company and Employee entered into thatcertain Employment Agreement, dated as of February 21, 2002, as amended by aFirst Amendment to Employment Agreement dated March 14, 2005 and a SecondAmendment to Employment Agreement dated October 3, 2005 (the “OriginalEmployment Agreement”); and

 

                WHEREAS, the parties wish to make certain amendmentsto certain provisions of the Original Employment Agreement and to memorializesuch amendments hereby;

 

                NOW, THEREFORE, in consideration of the foregoingRecitals and the mutual agreements and covenants contained herein, and forother good and valuable consideration, the receipt and sufficiency of whichhereby are acknowledged, the parties hereto hereby agree as follows:

 

1.             The second Recital of the OriginalEmployment Agreement is hereby deleted in its entirety and replaced with thefollowing language:

 

“WHEREAS, theCompany desires to employ the Employee as its President and Chief ExecutiveOfficer (“CEO”), and Employee desires to accept such employment with theCompany, all in accordance with the terms and conditions hereinafter set forth;”

 

2.             Section 1 of the OriginalEmployment Agreement is hereby deleted in its entirety and replaced with thefollowing language:

 

“1.           *Employmentand Duties*.

 

(a)           Subject to the terms and conditionsset forth in this Agreement, the Company hereby agrees to employ the Employee,and the Employee hereby agrees to serve the Company, as the CEO of the Company.In performing his duties hereunder, the Employee shall report to and bedirectly responsible to the Board of Directors of the Company.

 

(b)           During the term of this Agreement,the Employee shall, for the benefit of the Company, use his skills, knowledge,and specialized training to perform the duties and exercise the powers,functions, and discretion incident to his position as CEO of the Company orwhich from time to time, consistent with such position, may be assigned to orvested in him by the Board of Directors, in an efficient and competent mannerand on such terms and subject to such restrictions as the Board of Directorsmay from time to time impose.

 

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(c)           During the term of this Agreement,the Employee shall perform his duties hereunder at the Company’s then currentheadquarters or as otherwise directed by the Board of Directors from time totime.

 

(d)           During the term of this Agreement,the Employee agrees to devote his full business time, energy, and skill to thebusiness of the Company, and to the fulfillment of the Employee’s obligationsunder this Agreement. In addition to the foregoing and not in limitationthereof, during the term hereof, the Employee shall not carry on, engage in, orotherwise be interested in, directly or indirectly, any other business oractivity that would result in a conflict of interest with the Company’sbusiness or that would materially adversely affect the Employee’s ability toperform his duties as set forth in this Agreement.”

 

3.             The words “CEO or” are herebydeleted from Sections 3(a) and 6(g) of the Original Employment Agreement.

 

4.             This Amendment may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

5.             Except as set forth above, theOriginal Employment Agreement shall continue as set forth immediately prior tothe effectuation of the amendments set forth herein, and by its executionhereof, each of the parties hereto hereby confirms its agreement to the terms ofthe Original Employment Agreement as amended hereby.

 

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**INWITNESS WHEREOF**,the parties hereto have executed this Amendment as of the date first writtenabove.

 
|   |   | **THE  COMPANY**                                            |
|--------|--------|-------------------------------------------------------------|
|   |   |                                                        |
|   |   | **A.D.A.M.,  INC.**                                         |
|   |   | By: /s/ Francis J. Tedesco                                  |
|   |   | Francis J. Tedesco                                          |
|   |   | Chairman, Compensation Committee of the Board of  Directors |
|   |   |                                                        |
|   |   |                                                        |
|   |   | **EXECUTIVE**                                               |
|   |   | /s/ Kevin S. Noland                                         |
|   |   | Kevin S. Noland                                             |

 

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