**Exhibit
      10.3**


**AMENDMENT
      TO EMPLOYMENT AGREEMENT**





This
      AMENDMENT is entered into effective as of July 5, 2005 (the **“Amendment”** )
      by
      I-TRAX, INC., a Delaware corporation with its principal business offices located
      at 4 Hillman Drive, Suite 130, Chadds Ford, Pennsylvania 19317 (the **“Company”** ),
      and
      YURI ROZENFELD, an individual residing at 125 W. Redman Avenue, Haddonfield,
      NJ
      08033  ( **“Executive”** ).





The
      Company and Executive are entering into this Amendment to amend the terms of
      the
      Employment Agreement between the Company and Executive entered into as of
      November 17, 2004.





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.  Salary .
      Section
      3.1 of the Agreement is amended and restated in full as follows:





3.1  Salary .
      During
      the Original Term and Additional Term, the Company will pay Executive (1) an
      annual base salary of $195,000 and (2) an annual discretionary bonus
      commensurate with other executive officers of the Company that may be
      established by the Compensation Committee of the Board (the **“Compensation
      Committee”** )
      in its
      sole discretion. Executive is eligible for annual increases in base salary
      commensurate with other executive officers of the Company, subject to annual
      review of Executive’s performance by the Company’s Chairman and/or Chief
      Executive Officer.





2.  Further
      Assurances .
      Each of
      Executive and the Company will 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 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 Executive and the Company.





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





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





COMPANY:I-TRAX,
                INC.By:/s/
                R. Dixon ThayerName:
                /s/ R. Dixon ThayerTitle:
                Chief Executive OfficerAttest:/s/ Roseann MaillieName:
                Roseann MaillieTitle:
                Assistant SecretaryEXECUTIVE:Witness:/s/
                Roseann Maillie
            /s/
                Yuri Rozenfeld




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