**Exhibit 10.3.2**

** **

**SECONDAMENDMENT TO**

**SECONDAMENDED AND RESTATED**

**EMPLOYMENTAGREEMENT**

 

THIS SECONDAMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”)is entered into as of this 9th day of January, 2006 by and betweenA.D.A.M., Inc., a Georgia corporation (the “Company”) and Robert S. Cramer, anindividual resident of the State of Georgia (“Executive”).

 

**RECITALS**

 

**               **WHEREAS, the Company and Executive entered into thatcertain Second Amended and Restated Employment Agreement dated as of May 10,2005, as amended by an Amendment to Second Amended and Restated EmploymentAgreement dated as of October 3, 2005 (the “Original Employment 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.             Section 1 of the Original EmploymentAgreement is hereby deleted in its entirety and replaced with the followinglanguage:

 

“Section 1.             Employment.

 

Subject to the termshereof, Company hereby employs Executive, and Executive hereby accepts suchemployment with the Company.  Executiveshall serve as Chairman of the Company and shall have the duties, rights andresponsibilities normally associated with such position, together with suchother reasonable duties relating to the operation of the business of theCompany as may be assigned to him from time to time by the Board of Directorsof the Company.  Executive shall devotehis full business time, skills and best efforts to rendering services on behalfof the Company and shall exercise such care as is customarily required byexecutives undertaking similar duties for companies similar to theCompany.  Notwithstanding the foregoing, Executiveshall be permitted to serve as Chairman of the Board and Chief ExecutiveOfficer of ThePort Network, Inc., so long as such service does not, in the goodfaith judgment of the Company’s Board of Directors, interfere with Executive’sduties hereunder.  Executive will berequired to perform the duties provided for in this Section 1, only at thelocation where Executive was employed immediately prior to the effective dateof this Agreement or such other location of the principal executive offices ofthe Company in the Atlanta metropolitan area as the Board of Directors of theCompany may designate.”

 

2.             Section 2.1 of the OriginalEmployment Agreement is hereby deleted in its entirety and replaced with thefollowing language:

 

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“2.1         Salary.  During the term of Executive’s employmenthereunder, the Company shall pay Executive an annual base salary equal to$175,000.00 (the “Base Salary”), which Base Salary shall be reviewed annuallyby the Board of Directors of the Company and may be increased at the solediscretion of the Board of Directors. The Base Salary shall be paid to Executive in accordance with thepayroll procedures in effect with respect to other officers of the Company,less all applicable withholding taxes.”

 

3.             On December 28, 2005, Executivereceived from the Company a one-time payment in the amount of $316,819.91 lessapplicable withholdings, in full satisfaction of the Company’s obligation topay Executive additional Non-Discretionary Bonuses pursuant to Section 2.2 ofthe Original Employment Agreement. Executive acknowledges receipt of theforegoing amount.  Executive furtheracknowledges and agrees that no additional Non-Discretionary Bonus amounts arepayable by Company to Executive.   Proceeds from this one-time bonus payment were used to satisfy  the principal balance and accrued but unpaidinterest under the Executive Note in full.

 

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 termsof the Original Employment Agreement as amended hereby.

 

 

**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/ Robert S. Cramer                    |   |   |
| Robert S. Cramer                        |   |   |

 

 

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