Exhibit 10.2


    Exhibit
      10.2

    AMENDMENT
      TO 

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AMENDMENT has been executed on January 26, 2005 and is effective as of November
      15, 2004 (the “Amendment”)
      by CHD
      Meridian Healthcare, LLC, a Delaware corporation with a business office at
      40
      Burton Hills Boulevard, #200, Nashville, Tennessee 37215 (the “Company”),
      and E.
      STUART CLARK, with an address at 247 Ensworth Place, Nashville, Tennessee 37205
      (“Employee”).
      This
      Amendment amends the EMPLOYMENT AGREEMENT made effective on January 1, 2000
      (the
“Agreement”)
      by
      Meridian Occupational Healthcare Associates, Inc., a Delaware business
      corporation (“MOHA”)
      and
      Employee.

    


    WHEREAS,
      pursuant to a Certificate of Merger filed with the Secretary of State of the
      State of Delaware on March 19, 2004, MOHA merged with and into the Company,
      a
      wholly-owned subsidiary of I-trax, Inc., a Delaware corporation;

    


    WHEREAS,
      the initial term of the Agreement was two years, and since January 1, 2002,
      the
      Agreement has renewed automatically for one-year periods; and

    WHEREAS,
      the Company and Employee wish to amend the Agreement to specify Employee’s
      current annual salary, and to confirm that the Agreement, as amended by this
      Amendment, remains in full force and effect.

       

    NOW
      THEREFORE, in consideration of the mutual covenants and premises contained
      in
      this Amendment, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged by the parties hereto, the parties
      agree to amend the Agreement as follows:

    


    1. Annual
      Salary.
      Section
      4(a) of the Agreement is amended and restated in full as follows:

    


    4(a). Employee
      shall receive a salary of One Hundred Eighty-Five Thousand ($185,000) per year
      (“Annual Salary”), payable in regular installments at such time and in such
      manner as other executive employees of Employer, but no more frequently than
      bi-weekly. The Annual Salary will be reviewed by Employer for potential upward
      adjustment at least once annually. Compensation adjustments will be based on
      the
      results of a performance appraisal due annually. Any determination to increase
      Annual Salary shall be in the sole discretion of the Board, its Compensation
      Committee, or an authorized officer. Downward adjustment of Annual Salary may
      entitle Employee to terminate for Good Reason to the extent provided, and with
      the consequences described in Section 6. 

    


     

    
      
        
        

      

      
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    2. Further
      Assurances.
      Each of
      Employee and the Company agrees to execute, acknowledge and deliver such further
      instruments and to do all such other acts as may be reasonably necessary or
      appropriate in order to carry out the purposes and intent of this
      Amendment.

    


    3. Ratification.
      Except
      as expressly modified by this Amendment, the terms and provisions of the
      Agreement will remain in full force and effect and references in the Agreement
      to “this Agreement”, “the Agreement”, “hereunder”, “herein”, “hereof” and words
      of like effect mean the Agreement as amended by this Amendment. If there is
      any
      conflict between the provisions of the Agreement and the provisions of this
      Amendment, the provisions of this Amendment will control. 

    


    4. Amendments.
      This
      Amendment may be changed, modified or amended only by an agreement in writing
      signed by Employee and the Company.

    


    5. Counterparts.
      This
      Amendment may be executed in one or more counterparts and/or by facsimile,
      each
      of which will be deemed an original but all of which together will constitute
      one and the same instrument.

    


    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      day
      and year set forth above.

    


    
      	 	
              COMPANY:

            
	 	 
	 	
              CHD
                MERIDIAN HEALTHCARE, LLC

            
	 	 
	 	 
	 	
              By:
                /s/
                Frank A. Martin

            
	 	
              Name:
                Frank A. Martin

            
	 	
              Title:
                Chairman 

            
	 	 
	 	 
	 	
              Attest:
                /s/ Roseann Maillie 

            
	 	
              Name:
                Roseann Maillie

            
	 	
              Title:
                Assistant Secretary

            
	 	 
	 	 
	 	
              EMPLOYEE:

            
	 	 
	 	 
	
              Witness:
                /s/
                Roseann Maillie

            	
              /s/
                E Stuart Clark 

            


    

     

     

     

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