Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William S. Wheeler, Chief Financial Officer, certify that:

        1. I have reviewed this quarterly report on Form 10-QSB of I-trax, Inc.;

        2.  Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

        3. Based on my knowledge, the financial statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

        4. The registrant's other certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

                (a) Designed such disclosure controls and procedures,  or caused
        such  disclosure  controls  and  procedures  to be  designed  under  our
        supervision,  to  ensure  that  material  information  relating  to  the
        registrant, including its consolidated subsidiaries, is made known to us
        by others within those entities, particularly during the period in which
        this report is being prepared;

                (b) Evaluated the  effectiveness of the registrant's  disclosure
        controls and  procedures  and  presented in this report our  conclusions
        about the effectiveness of the disclosure controls and procedures, as of
        the end of the period  covered by this report based on such  evaluation;
        and

                (c)  Disclosed  in this  report any  change in the  registrant's
        internal  control over  financial  reporting  that  occurred  during the
        registrant's most recent fiscal quarter that has materially affected, or
        is reasonably  likely to materially  affect,  the registrant's  internal
        control over financial reporting; and

        5. The registrant's  other  certifying  officer[s] and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the registrant's auditors and the audit committee of registrant's
board of directors:

                (a) All significant  deficiencies and material weaknesses in the
        design or operation of internal controls over financial  reporting which
        are reasonably  likely to adversely affect the  registrant's  ability to
        record, process, summarize and report financial information; and

                (b) Any fraud, whether or not material, that involves management
        or other  employees  who  have a  significant  role in the  registrant's
        internal controls over financial reporting.



Date:  August 14, 2003                          /s/ William S. Wheeler
                                                -----------------------
                                                Frank A. Martin
                                                Chief Executive Officer


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