**SEVENTH
      AMENDMENT TO CREDIT AGREEMENT**








**THIS**  **SEVENTH
      AMENDMENT TO CREDIT AGREEMENT** (this
      " Amendment "),
      dated
      May 4, 2006, is made and entered into on the terms and conditions hereinafter
      set forth, by and among I-TRAX, INC., a Delaware corporation (the " Borrower "),
      the
      Subsidiaries of the Borrower who are parties to the Credit Agreement (as
      hereinafter defined) as guarantors (the " Guarantors "),
      the
      several lenders who are parties to the Credit Agreement as lenders (the
      " Lenders "),
      and
      BANK OF AMERICA, N.A., a national banking association (" Bank
      of America "),
      as
      administrative agent for the Lenders and the Issuing Bank (in such capacity,
      the
      " Administrative
      Agent ")
      and as
      Issuing Bank.








**RECITALS:**





1.  Pursuant
      to a Credit Agreement dated as of March 19, 2004, among the Borrower, the
      Guarantors, the Lenders and Bank of America, as Administrative Agent and as
      Issuing Bank, as heretofore amended by a First Amendment to Credit Agreement
      dated June 1, 2004, a Second Amendment to Credit Agreement dated
      July 1, 2004, a Third Amendment to Credit Agreement dated August 12,
      2004, a Fourth Amendment to Credit Agreement dated October 27, 2004, a
      Fifth Amendment to Credit Agreement dated March 31, 2005, and a Sixth
      Amendment to Credit Agreement dated June 29, 2005 (the " Sixth
      Amendment "),
      among
      the Borrower, the Guarantors, the Lenders and Bank of America, as Administrative
      Agent and as Issuing Bank (as the same heretofore has been or hereafter may
      be
      further amended, restated, supplemented, extended, renewed, replaced or
      otherwise modified from time to time, the " Credit
      Agreement "),
      the
      Lenders agreed to make Loans to the Borrower and to purchase participations
      in
      Letters of Credit issued for the account of the Borrower, and the Issuing Bank
      agreed to issue such Letters of Credit, all as more specifically described
      in
      the Credit Agreement.





2.  The
      parties hereto desire to amend the Credit Agreement in certain respects as
      more
      particularly hereinafter set forth.








**AGREEMENTS:**





**NOW,
      THEREFORE,** in
      consideration of the mutual covenants and agreements hereinafter set forth,
      and
      for other good and valuable consideration, the receipt and sufficiency of all
      of
      which are hereby acknowledged, the parties hereto agree as follows:





**1.**  **Amendment
      of Section 1.1** **.** Section 1.1 of the Credit Agreement is hereby amended by inserting the
      following new definitions in the appropriate locations according to alphabetical
      order, or by amending and restating existing definitions to read as indicated,
      as applicable:





" EBITDA "
      shall
      mean, for the Borrower and its Subsidiaries on a consolidated basis for any
      period, the sum of Consolidated Net Income plus (a) the following, without duplication and to the extent deducted in
      computing Consolidated Net Income: (1) Interest Expense, (2) federal,
      state, local and foreign income, value-added and similar tax expense,
      (3) depreciation, (4) amortization of intangible assets and other
      non-cash charges, and (5) noncash stock-based compensation expense, less (b) any non-cash items increasing Consolidated Net Income for such period
      (except to the extent cash relating to such item has been received after the
      date of this Agreement).








" Fixed
      Charge Coverage Ratio "
      shall
      mean, for the Borrower and its Subsidiaries on a consolidated basis, calculated
      as of any date of determination for the Last Four Fiscal Quarters, the ratio
      of
      (a) EBITDAR, less the
      Maintenance Capital Expenditure Adjustment, less income,
      value-added and similar tax expenses paid in cash, to (b) the sum of the
      portion of Interest Expense that was paid in cash or its equivalent during
      such
      period, plus current
      maturities of term Indebtedness, plus Rent
      Expense; *provided,
      however,* that
      adjustments to noncash stock-based compensation expense required by GAAP in
      connection with changes in the Borrower's stock price shall be disregarded
      for
      purposes of calculating this ratio.





" Revolving
      Credit Maturity Date "
      shall
      mean October 1, 2007.





**2.**  **Amendment
      of Section 10.1.3** **.** Section 10.1.3 of the Credit Agreement is hereby amended to read as
      follows:





10.1.3. Fixed
      Charge Coverage Ratio .
      Permit
      the Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter to be less
      than 1.00 to 1.00.





**3.**  **Agreement
      Regarding Limited Waiver of Section 10.1.1** **.** The
      Administrative Agent, the Issuing Bank and the Lenders hereby acknowledge,
      agree
      and confirm that the limited waiver of compliance with the requirements of
      Section 10.1.1 of the Credit Agreement provided in Section 5 of the
      Sixth Amendment expires on December 31, 2006. Accordingly, compliance with
      Section 10.1.1 of the Credit Agreement as well as all of the other
      covenants contained in Article 10 of the Credit Agreement must be
      demonstrated as of and for periods ending December 31, 2006 and thereafter
      in accordance with and pursuant to the terms of the Credit
      Agreement.





**4.**  **Conditions
      to Effectiveness** **.** This
      Amendment shall be effective only upon the satisfaction of the following
      conditions:





**(a)**  the
      Borrower, each of the Guarantors, the Administrative Agent, the Issuing Bank
      and
      Requisite Lenders shall have executed and delivered a counterpart of this
      Amendment;





**(b)**  each
      of
      the representations and warranties of the Borrower contained in Section 5 shall be
      true and correct in all material respects as of the date as of which all of
      the
      other conditions contained in this Section 4 shall
      have been satisfied; and





-
          2 -


**(c)**  the
      Administrative Agent shall have received such documents, instruments,
      certificates, opinions and approvals as it reasonably may have
      requested.





**5.**  **Representations
      and Warranties of the Borrower and the Guarantors** **.** As an
      inducement to the Lenders, the Issuing Bank and the Administrative Agent to
      enter into this Amendment, the Borrower and the Guarantors hereby represent
      and
      warrant that, on and as of the date hereof, and taking into account the
      provisions hereof, the representations and warranties contained in the Credit
      Agreement and the other Loan Documents are true and correct in all material
      respects, except for (a) representations and warranties that expressly
      relate to an earlier date, which remain true and correct as of said earlier
      date, (b) representations and warranties that have become untrue or
      incorrect solely because of changes permitted by the terms of the Credit
      Agreement and the other Loan Documents, and (c) the representations and
      warranties set forth in paragraphs (a), (d) and (e) of Section 7.5 of the
      Credit Agreement, as to which no further representation or warranty is made
      herein.





**6.**  **Effect
      of Amendment; Continuing Effectiveness of Credit Agreement and Loan
      Documents** **.**





**(a)**  Neither
      this Amendment nor any other indulgences that may have been granted to the
      Borrower or any Guarantor by the Administrative Agent, the Issuing Bank or
      any
      Lender shall constitute a course of dealing or otherwise obligate the
      Administrative Agent, the Issuing Bank or any Lender to modify, expand or extend
      the agreements contained herein, to agree to any other amendments to the Credit
      Agreement or to grant any consent to, waiver of or indulgence with respect
      to
      any other noncompliance with any provision of the Loan Documents.





**(b)**  Upon
      and
      after the effectiveness of this Amendment, each reference in the Credit
      Agreement to "this Agreement", "hereunder", "hereof" or words of like import
      referring to the Credit Agreement, and each reference in the other Loan
      Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
      import referring to the Credit Agreement, shall mean and be a reference to
      the
      Credit Agreement as modified hereby. This Amendment shall constitute a Loan
      Document for all purposes of the Credit Agreement and the other Loan
      Documents.





**(c)**  Any
      noncompliance by the Borrower or any Guarantor with any of the covenants, terms,
      conditions or provisions of this Amendment shall constitute an Event of
      Default.





**(d)**  Except
      to
      the extent amended or modified hereby, the Credit Agreement, the other Loan
      Documents and all terms, conditions and provisions thereof shall continue in
      full force and effect in all respects and shall be construed in accordance
      with
      the modifications of the Credit Agreement effected hereby. Without limiting
      the
      generality of the foregoing, the Security Documents and all of the Collateral
      described therein secure and shall continue to secure the payment of all
      Obligations, in each case taking into account the modifications of the Credit
      Agreement effected hereby.





-
          3 -


**7.**  **Release
      and Waiver** **.** The
      Borrower and the Guarantors hereby stipulate, acknowledge and agree that they
      have no claims or causes of action of any kind whatsoever against any of the
      Lenders, the Issuing Bank or the Administrative Agent arising out of or relating
      in any way to any event, circumstance, action or failure to act with respect
      to
      this Amendment, the Credit Agreement, the other Loan Documents or any matters
      described or referred to herein or therein or otherwise related hereto or
      thereto. The Borrower and the Guarantors hereby release all of the Lenders,
      the
      Issuing Bank and the Administrative Agent from any and all claims, causes of
      action, demands and liabilities of any kind whatsoever, whether direct or
      indirect, fixed or contingent, liquidated or unliquidated, disputed or
      undisputed, known or unknown, that the Borrower or any Guarantor may now or
      hereafter have and that arise out of or relate in any way to any event,
      circumstance, action or failure to act on or before the date of this Amendment
      with respect to this Amendment, the Credit Agreement, the other Loan Documents
      or any matters described or referred to herein or therein or otherwise related
      hereto or thereto. The release by the Borrower and the Guarantors herein,
      together with the other terms and provisions of this Amendment, are entered
      into
      by the Borrower and the Guarantors advisedly and without compulsion, coercion
      or
      duress, the Borrower and the Guarantors having determined that this Amendment
      and all of its terms, conditions and provisions are in the economic best
      interests of the Borrower and the Guarantors. The Borrower and the Guarantors
      represent that they are entering into this Amendment freely and with the advice
      of counsel as to their legal alternatives.





**8.**  **Further
      Actions** **.** Each of
      the parties to this Amendment agrees that at any time and from time to time
      upon
      written request of any other party, it will execute and deliver such further
      documents and do such further acts and things as such other party reasonably
      may
      request in order to effect the intents and purposes of this
      Amendment.





**9.**  **Counterparts** **.** This
      Amendment may be executed in multiple counterparts or copies, each of which
      shall be deemed an original hereof for all purposes. One or more counterparts
      or
      copies of this Amendment may be executed by one or more of the parties hereto,
      and some different counterparts or copies executed by one or more of the other
      parties. Each counterpart or copy hereof executed by any party hereto shall
      be
      binding upon the party executing same even though other parties may execute
      one
      or more different counterparts or copies, and all counterparts or copies hereof
      so executed shall constitute but one and the same agreement. Each party hereto,
      by execution of one or more counterparts or copies hereof, expressly authorizes
      and directs any other party hereto to detach the signature pages and any
      corresponding acknowledgment, attestation, witness or similar pages relating
      thereto from any such counterpart or copy hereof executed by the authorizing
      party and affix same to one or more other identical counterparts or copies
      hereof so that upon execution of multiple counterparts or copies hereof by
      all
      parties hereto, there shall be one or more counterparts or copies hereof to
      which is(are) attached signature pages containing signatures of all parties
      hereto and any corresponding acknowledgment, attestation, witness or similar
      pages relating thereto.





-
          4 -


**10.**  **Miscellaneous** **.**





**(a)**  This
      Amendment shall be governed by, construed and enforced in accordance with the
      laws of the State of Tennessee, without reference to the conflicts or choice
      of
      law principles thereof.





**(b)**  The
      headings in this Amendment and the usage herein of defined terms are for
      convenience of reference only, and shall not be construed as amplifying,
      limiting or otherwise affecting the substantive provisions hereof.





**(c)**  All
      references herein to the preamble, the recitals or sections, paragraphs,
      subparagraphs, annexes or exhibits are to the preamble, recitals, sections,
      paragraphs, subparagraphs, annexes and exhibits of or to this Amendment unless
      otherwise specified. The words "hereof", "herein" and "hereunder" and words
      of
      similar import, when used in this Amendment, refer to this Amendment as a whole
      and not to any particular provision of this Amendment.





**(d)**  Any
      reference herein to any instrument, document or agreement, by whatever
      terminology used, shall be deemed to include any and all amendments,
      modifications, supplements, extensions, renewals, substitutions and/or
      replacements thereof as the context may require.





**(e)**  When
      used
      herein, (1) the singular shall include the plural, and vice versa, and the
      use
      of the masculine, feminine or neuter gender shall include all other genders,
      as
      appropriate, (2) "include", "includes" and "including" shall be deemed to be
      followed by "without limitation" regardless of whether such words or words
      of
      like import in fact follow same, and (3) unless the context clearly indicates
      otherwise, the disjunctive "or" shall include the conjunctive
      "and".





**IN
      WITNESS WHEREOF,** the
      parties hereto have caused this Amendment to be duly executed and delivered
      as
      of the date first written above.











**[Remainder
      of Page Intentionally Left Blank;**


**Signature
      Pages Follow]**


-
          5 -


[Signature
      Page to Seventh Amendment to Credit Agreement


(I-trax,
      Inc.) dated May 4, 2006]











**BORROWER:**I-TRAX,
                INC.By:
            /s/
                David R. BockName:
                David R. BockTitle:Chief Financial Officer**GUARANTORS:**I-TRAX
                HEALTH MANAGEMENT SOLUTIONS, INC.,a
                Delaware corporationBy:
            /s/
                David R. BockName:
                David R. BockTitle:
                Chief Financial OfficerI-TRAX
                HEALTH MANAGEMENT SOLUTIONS, LLC,a
                Delaware limited liability companyBY:
            I-TRAX,
                INC., its sole memberBy:
            /s/
                David R. BockName:
                David R. BockTitle:
                Chief Financial Officer





-
          6 -





CHD
                MERIDIAN HEALTHCARE, LLC,a
                Delaware limited liability companyBY:
            I-TRAX,
                INC., its sole memberBy:
            /s/
                David R. BockName:
            David
                R. BockTitle:
            Chief
                Financial OfficerAMERICAN
                OCCUPATIONAL HEALTH MANAGEMENT, INC.,a
                Delaware corporationBy:
            /s/
                David R. BockName:
            David
                R. BockTitle:
            Chief
                Financial OfficerMEDICENTER,
                INC.,an
                Oklahoma corporationBy:
            /s/
                David R. BockName:
            David
                R. BockTitle:
            Chief
                Financial OfficerMERIDIAN
                COMP OF NEW YORK, INC.,a
                Delaware corporationBy:
            /s/
                David R. BockName:
            David
                R. BockTitle:
            Chief
                Financial OfficerCORPORATE
                HEALTH DIMENSIONS, INC.a
                New York corporationBy:
            /s/
                David R. BockName:
            David
                R. BockTitle:
            Chief
                Financial Officer




-
          7 -


CHDM,
                INC.a
                Delaware corporationBy:
            /s/
                David R. BockName:
            David
                R. BockTitle:
            Chief
                Financial OfficerCHDM,
                LLCan
                Indiana limited liability companyBy:
            /s/
                David R. BockName:
            David
                R. BockTitle:
            Chief
                Financial Officer


-
          8 -


[Signature
      Page to Seventh Amendment to Credit Agreement


(I-trax,
      Inc.) dated May 4, 2006]








**ADMINISTRATIVE
                AGENT, LENDER AND****ISSUING
                BANK:**BANK
                OF AMERICA, N.A.By:
            /s/
                Bradley P. MartinsenName:
                Bradley P. MartinsenTitle:
                Senior Vice President






-
      9
      -