Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into on this 1st day of
October, 2002, by and between Robert S. Cramer, an individual resident of the State of Georgia (the "Executive"), and A.D.A.M., Inc., a Georgia
corporation (the "Company");

RECITALS:

WHEREAS,Executive is currently employed by the Company pursuant to an Employment Agreement dated
December 21, 1994 (the "Original Agreement"); and

WHEREAS,the Company and Executive desire to amend and restate the Original Agreement on the terms and conditions contained herein;

NOW, THEREFORE,in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:



Subject to the terms hereof, Company hereby employs Executive, and Executive hereby accepts such employment with the Company. Executive shall serve as Chief
Executive Officer and Chairman of the Board of the Company and shall have the duties, rights and responsibilities normally associated with such positions, together with such other reasonable duties
relating to the operation of the business of the Company as may be assigned to him from time to time by the Board of Directors of the Company. Executive shall devote his full business time, skills and
best efforts to rendering services on behalf of the Company and shall exercise such care as is customarily required by executives undertaking similar
duties for companies similar to the Company. Notwithstanding the foregoing, Executive shall be permitted to serve as Chairman of the Board of ThePort Network, Inc., so long as such service does
not, in the good faith judgment of the Company's Board of Directors, interfere with Executive's duties hereunder. Executive will be required to perform the duties provided for in this
Section 1, only at the location where Executive was employed immediately prior to the effective date of this Agreement or such other location of the principal executive offices of the Company
in the Atlanta metropolitan area as the Board of Directors of the Company may designate.



2.1Salary.During the term of Executive's employment hereunder, the Company shall pay Executive an annual base
salary equal to $250,000.00 (the "Base Salary"), which Base Salary shall be reviewed annually by the Board of Directors of the Company and may be increased at the sole discretion of the Board of
Directors. The Base Salary shall be paid to Executive in accordance with the payroll procedures in effect with respect to other officers of the Company, less all applicable withholding taxes.

2.2Bonuses.Executive shall be entitled to receive bonuses
("Bonuses") in the following amounts in the event that Executive remains in the employ of the Company as of the following dates (each, a
"Bonus Payment Date"):

Bonus Payment Date

Amount of BonusMay 29, 2003

$
105,154.74May 29, 2004

$
105,154.74May 29, 2005

$
105,154.74May 29, 2006

$
105,154.74


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Bonuses
shall be paid, to the extent earned, on each Bonus Payment Date by offsetting and reducing amounts payable by Executive to Company under that certain Promissory Note dated
May 30, 2001 in the original principal amount of $340,984.50 (the "Executive Note"). Under no circumstances will Bonuses be paid in any other
form (including without limitation cash).

Notwithstanding
the foregoing, in the event of a Change of Control (as defined below) or the termination of Executive's employment as a result of a No Cause Termination Event (as defined
below), then, in either such case, all of the Bonus payments will be accelerated and paid in full by offset against the Executive Note concurrently with the Change of Control or termination (as
applicable). Provided, however, that, under no circumstances shall the amount of Bonus payments exceed the total amounts of principal and interest due under the Executive Note.

As
used herein, the term "Change of Control" means the occurrence of any of the following events:



2.3Expenses.Executive shall be reimbursed for all reasonable business-related expenses incurred by Executive
at the request of or on behalf of the Company.

2.4Executive Stock Option Plan.Executive will be eligible for consideration for grants of stock options in
accordance with the terms and conditions of the Company's then-current stock option plan. The decision as to whether to grant options under the plan to Executive (and, if so, how many)
will be solely within the discretion of the Board of Directors, and such grants, if any, will be subject to any terms and conditions imposed thereon by the Board of Directors of the Company.



3.1Term of Employment.Unless earlier terminated in accordance with Section 3.2 hereof, the employment
of Executive hereunder shall commence as of the date hereof and shall continue for the period through December 31, 2006 (the "Initial Term").
Beginning on December 31, 2006, and on the last day of each calendar year thereafter, the term hereof shall automatically be extended for an additional one year period (a
"Renewal Term"), unless either party gives the other written notice of non-renewal at least ninety (90) days prior to the expiration
of the then-current term (or unless sooner terminated in accordance with the provisions of Section 3.2 below). In the event that the Company gives written notice of
non-renewal in accordance with this Section 3.1, then this Agreement will be deemed to have been terminated for purposes of Section 3.2 and Section 4.

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3.2Termination.Subject to the provisions of Section 4, Executive's employment hereunder may be
terminated upon the occurrence of any of the following events:



4.1Termination As Result of Voluntary Termination Event.If Executive's employment hereunder is terminated as a
result of a Voluntary Termination Event, Executive shall not thereafter be entitled to receive any Base Salary or bonus;provided, however, that
Executive shall be entitled to receive any Base Salary or bonus which may be owed Executive but are unpaid as of the date on which Executive's employment is terminated. Except to the extent
specifically provided above in this Section 4.1, upon termination of employment, the Company shall have no further obligation to pay to Executive any Base Salary, bonus or any other benefits
pursuant to this Agreement.

4.2Termination as a Result of Good Cause Termination Events.If Executive's employment hereunder is terminated
as a result of a Good Cause Termination Event, Executive shall not thereafter be entitled to receive any Base Salary or bonus;provided, however, that
Executive shall be entitled to receive any Base Salary or bonus which may be owed Executive but are unpaid as of the date on which Executive's employment is terminated. Except to the extent
specifically provided above in this Section 4.2, upon termination of employment, the Company shall have no further obligation to pay to Executive any Base Salary, bonus or any other benefits
pursuant to this Agreement.

4.3Termination As Result of No Cause Termination Event.If Executive's employment hereunder is terminated as a
result of the occurrence of a No Cause Termination Event, then Executive shall continue to receive his then-current Base Salary for a period of one (1) year following the date of
termination of employment. Other than the amounts to be paid to Executive as specifically provided above in this Section 4.3 and except as provided in Section 2.2 above, upon termination
of employment, the Company shall have no further obligation to pay Executive any Base Salary, bonus or any other benefits pursuant to this Agreement.

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4.4Termination as a Result of a Disability Termination Event.



4.5No Severance Pay.Amounts payable pursuant to this Section 4 are in lieu of any severance pay that
would otherwise be payable to Executive upon termination of his employment with the Company under Company's severance pay policies.

4.6Cumulative Benefits.Nothing herein shall be in lieu of, but shall be in addition to, all pension and profit
sharing benefits accruing under any such programs provided by the Company, and in which the Executive has been a participant.



5.1Participation in Executive Benefit Plans.Executive shall be entitled to participate in such medical,
dental, disability, hospitalization, life insurance and other benefit plans as the Company shall maintain from time to time for the benefit of executive employees of the Company, on the terms and
subject to the conditions set forth in such plans.

5.2Vacation.In addition to Company holidays, Executive shall receive paid vacation time each year during the
term of this Agreement in accordance with the Company's vacation policy.



6.1Confidentiality.



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6.2Non-Solicitation of Employees.The Executive agrees that he will, for so long as he is employed
by the Company and for a period of two (2) years after termination of his employment for any reason, (i) not solicit, entice, persuade, or induce any other employee of the Company to
leave the Company's employ, and (ii) refrain from recruiting or hiring, or attempting to recruit or hire, directly or by assisting others, any other employee of the Company who is employed by
or doing business with the Company at the time of the attempted recruiting or hiring.

6.3Non-Solicitation of Customers.The Executive will, for so long as he is employed by the Company
and for a period of two (2) years after termination of his employment for any reason, refrain from soliciting, or attempting to solicit, directly or by assisting others, any business from any
of the customers, including actively sought prospective customers, with whom the Executive had material contact within the last twenty four (24) months of Executive's employment hereunder, for
purposes of providing products or services that are similar to or competitive with those provided by the Company, if the Company is also then still engaged in such business.

6.4Non-Competition.Executive expressly covenants and agrees that during the term of his employment
hereunder and for a period of twenty four (24) months after termination of his

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employment for any reason, he will not, directly or indirectly, seek, obtain, or accept a Competitive Position in the Restricted Territory with a Competitor of the Company (as such terms are
hereafter defined). For purposes of this Agreement, a "Competitor" of the Company means any business, individual, partnership, joint venture,
association, firm, corporation or other entity whose primary business is producing, marketing, promoting, distributing and licensing anatomical, health and medical content (including without
limitation, products designed for educational markets and consumer markets); a "Competitive Position" means any employment with any Competitor of the
Company whereby Executive has duties for such Competitor that are the same as or substantially similar to those actually performed by him pursuant to the terms hereof; and the
"Restricted Territory" means the United States of America. Executive acknowledges and agrees that he has been or will be working within the Restricted
Territory as defined above or has had or will have material contact with customers or actively sought prospective customers of the Company located within such areas. The parties agree to review the
geographical area included within the Restricted Territory from time to time at either party's request in order that the Restricted Territory may be reformed so that its coverage upon Executive's
termination will extend only to the geographical area in which the Executive is working at such time, including any area where any operations performed, supervised, or assisted in by the Executive are
conducted and any area where customers or actively sought prospective customers of the Company with whom the Executive had material contact are present. Any reformation shall be evidenced only by a
written amendment to this Agreement.

6.5Severability.Except as noted below, should any provision of this Agreement be declared or determined by any
court of competent jurisdiction or arbitrator to be unenforceable or invalid for any reason, the validity of the remaining parts, terms, or provisions of this Agreement shall not be affected thereby
and the invalid or unenforceable part, term, or provision shall be deemed not to be a part of this Agreement. The covenants set forth in this Agreement are to be reformed pursuant to
Section 6.6 if held to be unreasonable or unenforceable, in whole or in part, and, as written and as reformed, shall be deemed to be part of this Agreement.

6.6Reformation.If any of the covenants or promises of this Agreement are determined by any court of law or
equity or arbitrator, with jurisdiction over this matter, to be unreasonable or unenforceable, in whole or in part, as written, Executive hereby consents to and affirmatively requests that said court
or arbitrator, to the extent legally permissible, reform the covenant or promise so as to be reasonable and enforceable and that said court or arbitrator enforce the covenant or promise as so
reformed.



7.1Ownership of Work Product.



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7.2Clearance Procedure for Proprietary Rights Not Claimed by Company.If Executive wishes to create or develop,
on Executive's own time and with Executive's own resources, anything that may be considered Work Product but to which Executive believes Executive should be entitled to the personal benefit of,
Executive shall be required to follow the clearance procedure set forth in this section in order to ensure that Company has no claim to the proprietary rights that may arise.

Before
Executive begins any development work on Executive's own time, Executive must give Company advance written notice of Executive's plans and supply a description of the development
under consideration. Unless otherwise agreed in a writing signed by Company prior to receipt, Company shall have no obligation of confidence with respect to such description. Company will determine,
in good faith, within thirty (30) days after Executive has fully disclosed Executive's plans to Company, whether the development is claimed by Company as Work Product. If Company determines
that it does not claim such development, Executive will be notified in writing and may retain ownership of the development to the extent of what has been disclosed to Company. Executive should submit
for further clearance any significant improvement, modification, or adaptation so that it can be determined whether the improvement, modification, or adaptation relates to the business or interests of
Company.

Clearance
under this procedure does not relieve Executive of the need to obtain the written consent of Company before engaging in business activities or rendering business, commercial,
or professional services for the benefit of anyone other than Company, as required in Section 1.1 hereof. Company thus reserves the right to exercise greater control over development work that
Executive might consider doing for profit after hours, as opposed to mere hobby work pursued in Executive's spare time.

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7.3Return of Materials.Upon the request of Company and, in any event, upon the termination of Executive's
employment, Executive shall return to Company and leave at its disposal all memoranda, notes, records, drawings, manuals, computer programs, documentation, diskettes, computer tapes, and other
documents or media pertaining to the business of Company or Executive's specific duties for the Company, including all copies of such materials. Executive must also return to the Company and leave at
its disposal all materials involving any Trade Secrets of the Company. This Section 7.3 is intended to apply to all materials made or compiled by Executive, as well as to all materials made or
compiled by Executive, as well as to all materials furnished to Executive by anyone else in connection with Executive's employment.



8.1Binding Effect.This Agreement shall inure to the benefit of and shall be binding upon Executive and his
executor, administrator, heirs, personal representative and assigns, and the Company and its successors and assigns; provided, however, that Executive shall not be entitled to assign or delegate any
of his rights or obligations hereunder without the prior written consent of Company.

8.2Specific Performance and Consent to Injunctive Relief.The faithful observance of all covenants in this
Agreement is an essential condition to Executive's employment, and the Company is depending upon absolute compliance. Damages would probably be very difficult to ascertain if Executive breached any
covenant in this Agreement. This Agreement is intended to protect the proprietary rights of Company in many important ways. Even the threat of any misuse of the technology of Company would be
extremely harmful, since that technology is essential to the business of Company. In light of these facts, Executive agrees that any court of competent jurisdiction may immediately enjoin any breach
of this Agreement upon the request of, and proper showing by, the Company.

8.3Construction of Agreement.No provision of this Agreement or any related document shall be construed against
or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such
provision.

8.4Governing Law.This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Georgia (without regard to its conflicts of law rules).

8.5Arbitration.Any controversy arising out of, or relating to, this Agreement or any modification or extension
of this Agreement, including any claims for damages, rescission, specific performance or other legal or equitable relief, shall be settled by arbitration in the City of Atlanta, State of Georgia, in
accordance with the rules then obtaining of the American Arbitration Association. The determination
of the arbitrator when made shall be binding upon all parties bound by the terms of this Agreement. Judgment upon the award rendered by the arbitrator may be entered in any court.

8.6Survival of Agreements.All covenants and agreements made herein shall survive the execution and delivery of
this Agreement and the termination of Executive's employment hereunder for any reason.

8.7Headings.The section and paragraph headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

8.8Notices.All notices, requests, consents and other communications hereunder shall be in writing and shall be
deemed to be given when delivered personally or mailed first class, registered or certified mail, postage prepaid, in either case, addressed as follows:



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8.9Counterparts.This Agreement may be executed in two or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one and the same instrument.

8.10Entire Agreement.This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements, written and oral, between the parties hereto
or with respect to the subject matter hereof. This Agreement may be modified only by a written instrument signed by each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

| |  | A.D.A.M., INC.
| |  | --------------
| |  | By:           
| |  | Title:        
| |  | EXECUTIVE     
| |  |               

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