ex10-3.htm


    Exhibit
      10.3

     

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AMENDED AND RESTATED EMPLOYMENT
      AGREEMENT (the “Agreement”) is entered into on December 17,
      2007 (the “Effective Date”), 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
      R. DIXON THAYER, an individual residing at 1583 West Doe Run Road, Unionville,
      Pennsylvania 19375 (“Executive”).

    


    The
      Company and Executive are parties
      to an Employment Agreement effective as of February 14, 2005 (the
“Original Agreement”).  The parties now wish to amend
      and restate the Original Agreement in the form of this Agreement.

    


    In
      consideration of the mutual
      covenants and premises contained in this Agreement, and other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged
      by
      the Company and Executive, the Company and Executive agree as
      follows:

    


    1.           Term
      of Employment.  Upon the terms set forth in this Agreement, the
      Company employed Executive and Executive accepted employment with the Company
      for the period that commenced on February 15, 2005 and will end on February
      15,
      2008 (such period, the “Original Term”), unless sooner
      terminated in accordance with the provisions of Section 4 below.  Upon
      the expiration of the Original Term, the term of the Executive’s employment will
      automatically extend until terminated in accordance with the provisions of
      Section 4 below (the “Extended Term,” and together with the
      Original Term, the “Term”).

    


    2.           Title
      and Capacity.  Executive will serve as the Chief Executive Officer
      of the Company, and will perform the duties commensurate with such position
      and
      such other duties commensurate with such position as the Company’s Board of
      Directors (the “Board”) may assign to
      Executive.  Executive will devote attention and energies on a
      full-time basis to the above duties, and Executive will not, during the Term,
      actively engage in any other for profit business activity, except Executive
      may,
      so long as such activities do not violate the terms of Section 6.1 or impair
      Executive’s performance of his duties under this Agreement: (a) serve as a
      director of up to two entities other than the Company, (b) consult other
      entities in the manner and to the extent provided by Executive prior to
      Executive’s employment by the Company.

    


    3.         Compensation
      and
      Benefits.

    


    3.1           Base
      Salary.  On the Effective Date, the Company is paying Executive an
      annual base salary of $386,239.50 (such salary, as adjusted from time to time,
      the “Base Salary”).  The Compensation Committee of
      the Board (the “Compensation Committee”) will complete an
      annual review of Executive’s performance and will, based upon the results of
      such review, increase the Base Salary for any subsequent year of the
      Term.  In addition, the Company will pay Executive a bonus for each
      complete or partial fiscal year during the Term (the
“Bonus”).  The Bonus will be determined by the
      Compensation Committee upon consultation with Executive.

    


    3.2           Payment
      in Installments.  The Company will pay Executive the Base


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Salary
      in
      periodic installments in accordance with the Company’s general payroll
      practices, after withholding for all Federal, state and local taxes and other
      required deductions.  The Company will pay the Bonus within 90 days of
      the end of the end of each calendar year.

    


    3.3           Stock
      Options.

    


    (a)           Effective
      February 14, 2005, the Company granted Executive options to acquire 400,000
      shares of the Company’s common stock at an exercise price of $1.41 per share
      under the Company’s 2001 Equity Compensation Plan (the “Plan
      Options”).  The Plan Options are exercisable as follows:
      100,000 shares on February 14, 2005; 100,000 shares on February 14, 2006; and
      the balance in eight equal, quarterly installments that began on May 14,
      2006.

    


    (b)           The
      Plan Options will accelerate and be vested and exercisable in full in accordance
      with the terms of the stock option agreement between the Company and Executive
      for at least 12 months: (1) if the Company terminates Executive’s employment
      under Section 4.3 for any reason other than for cause; (2) if Executive
      terminates Executive’s employment under Section 4.5(b) for good reason; (3) in
      the event of a “Change in Control,” as such term is defined in the Company’s
      2001 Equity Compensation Plan; or (4) if Executive dies or is Disabled while
      on
      the Company’s business or as a result of Executive’s performance of his duties
      under this Agreement.  Except as provided in this Section 3.3, the
      Plan Options are in all respects subject to the terms of the stock option
      agreement between the Company and the Executive covering the Plan
      Options.

    


    3.4           Benefits;
      Insurance and Indemnity.

    


    (a)           Provided
      Executive meets and continues to meet the full-time and any and all other
      eligibility requirements set forth in the Company’s Employee Manual and in the
      applicable benefits plans sponsored by the Company, the Company will make
      available to Executive fringe benefits, retirement, health and welfare benefits
      plans, policies and arrangement as are in effect from time to time and made
      available to senior executives officers of the Company, subject to employee
      cost
      sharing provisions and other provisions of such benefits and benefit plans
      (collectively, the “Benefits”).  Notwithstanding the
      preceding, the Company may change, modify, amend, eliminate, or terminate the
      Benefits or change the employee cost sharing provisions applicable to the
      Benefits, and if the Company does so, thereafter Executive will be entitled
      only
      to then available standard full-time employee Benefits made available to other
      senior executive officers of the Company.

    


    (b)           During
      the Term, the Company will maintain directors and officers insurance with
      coverage of not less than $5,000,000 per occurrence, and indemnify Executive
      to
      the fullest extent provided under the Company’s certificate of incorporation and
      by-laws.

    


    3.5           Paid
      Time Off.  Executive is entitled to 25 paid time off days per year
      in accordance with the Company’s Executive PTO policy, as amended from time to
      time, and taken at such times as may be approved by the Compensation Committee
      or the Chairman of the Board.

    


    
      
         

      

      
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    3.6           Expenses.

    


    (a)           The
      Company will reimburse Executive for all reasonable travel, entertainment and
      other expenses incurred or paid by Executive in connection with, or related
      to,
      the performance of his duties under this Agreement in accordance with the Travel
      and Expense Policy published by the Company’s Finance Department, as amended
      from time to time.

    


    (b)           The
      Company will pay for or reimburse Executive for reasonable costs and expenses
      (including travel) of an annual physical examination performed by a physician
      and a location selected by Executive in his sole discretion.

    


                                    (c)           The
      benefits and reimbursements made pursuant to Section 3.6(a) and (b) are subject
      to the following restrictions: (1) the amount of benefits provided or expenses
      eligible for reimbursement during any calendar year will not affect the benefits
      provided or expenses eligible for reimbursement during any other calendar year;
      and (2) the Company will reimburse an eligible expense as soon as practicable
      after Executive requests such reimbursement, but not later than the December
      31
      following the calendar year in which the expense was incurred.

    


    4.           Employment
      Termination.  The employment of Executive by the Company under
      this Agreement will terminate upon the occurrence of any of the
      following:

    


    4.1           Cause.  At
      the election of the Company, for “cause” as defined below, immediately upon
      written notice by the Company to Executive.  “Cause”
      for termination is deemed to exist by reason of (a) any action by Executive
      resulting in the conviction of Executive of, or the entry of a plea of guilty
      or
      nolo contendere by Executive to, any crime involving moral turpitude, any
      felony, or any misdemeanor involving misconduct or fraud in business activities,
      (b) any breach of a fiduciary duty to the Company involving personal profit,
      (c)
      Executive’s willful failure to perform his duties under this Agreement,
      (d) Executive’s willful misconduct or gross negligence in the performance
      of his duties under this Agreement, (e) any action by Executive that
      violates Section 6, or (f) repeated refusals by Executive to comply with
      the reasonable directives of the Board; provided, however, that
      the Company may terminate Executive’s employment under Sections 4.1(c), (e) or
      (f) above only after Executive fails (x) to commence and continue to correct
      or
      cure each specific instance comprising cause within 10 days of receipt by
      Executive of written notice of the Board identifying each instance constituting
      cause or (y) to correct or cure each identified instance within 45 days of
      receipt of such notice, if capable of being corrected or cured within such
      period.

    


    4.2           Without
      Cause.  At the election of the Company, at any time, upon 30 days
      written notice for any reason whatsoever other than for cause.

    


    4.3           Death
      or Disability.  Upon Executive’s death or 30 days after
      Disability.  “Disability” or
“Disabled” means Executive is unable, due to a physical
      or
      mental disability, to perform the duties contemplated under this Agreement
      for a
      period of three consecutive months or for a cumulative period of four months
      within any six consecutive months.  A physician 

     

    
      
         

      

      
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    satisfactory
      to Executive and the Company will determine if Executive is
      disabled.  If Executive and the Company cannot agree on a physician
      within 30 days of either party’s written notice to the other, Executive and the
      Company will each select a physician, who will together select a third
      physician.  The determination of the physician(s) as to Disability
      will be binding on all parties.

    


    4.4           Termination
      by Executive.  At the election of Executive: (a) at any time if
      his health should become impaired to an extent that makes the continued
      performance of his duties under this Agreement hazardous to his physical or
      mental health or his life, as certified by a physician designated by Executive
      and reasonably acceptable to the Company; (b) for “good reason” upon
      delivery of written notice of such “good reason” to the Company; or
      (c) upon 90 days written notice of termination.  “Good
      reason” means: (1) the failure by the Company to continue Executive in
      the position of Chief Executive Officer (or such other senior executive position
      as may be offered by the Company and which Executive may in his sole discretion
      accept); (2) material diminution by the Board of Executive’s responsibilities,
      duties or authority as Chief Executive Officer of the Company (or such other
      senior executive position as may be offered by the Company and which Executive
      may in his sole discretion accept) or assignment to Executive of any duties
      inconsistent with Executive’s position as Chief Executive Officer of the Company
      (or such other senior executive position as may be offered by the Company and
      which Executive may in his sole discretion accept); (3) failure by the Company
      to pay and provide to Executive the compensation provided in Section 3.1 above,
      which failure is not cured within 30 days after written notice of such failure
      is delivered by Executive to the Company; (4) requiring Executive to be
      permanently based anywhere other than within 25 miles of his present home in
      Unionville, Pennsylvania (excluding business related travel as required by
      the
      Company’s business); or (5) a “Change in Control,” as such term is defined in
      the Company’s 2001 Equity Compensation Plan; or (6) any other material breach of
      this Agreement by the Company, which breach, if capable of being cured, is
      not
      cured within 30 days after written notice of such breach is delivered by
      Executive to the Company.

    


    5.           Effect
      of Termination.

    


    5.1           Termination
      for Cause.  If the Company terminates Executive’s employment for
      cause under Section 4.1, the Company will pay to Executive the Base Salary,
      Bonus and Benefits otherwise payable to Executive under Sections 3.1, 3.2
      and 3.4, pro rata through the last day of Executive’s actual
      employment by the Company.

    


    5.2           Termination
      Without Cause.

    


    (a)           If
      at any time during the Term (i) the Company terminates Executive’s employment
      under Section 4.2 for any reason other than for cause, or (ii) Executive dies
      or
      is Disabled while on the Company’s business or as a result of Executive’s
      performance of his duties under this Agreement, the Company will pay to
      Executive or his estate, as applicable, (1) severance equal to 24 months of
      base
      salary then applicable under Section 3.1, (2) an amount equal to two times
      the
      average, and if necessary annualized, Bonus paid to Executive for the most
      recent two years of the Term, and (3) an amount approximately equal to the
      amount Executive would be required to pay to maintain full-time health benefits
      under COBRA while receiving severance.

    


    
      
         

      

      
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    (b)           Executive
      acknowledges that if Executive’s employment is terminated pursuant to Section
      4.2, (1) the payments under Section 5.2(a) and (2) the rights of Executive
      with
      respect to Plan Options under Section 3.3(b), represent the total obligation
      of
      the Company to Executive under this Agreement.  Further, Executive is
      not required to mitigate damages to receive the payments set forth in Section
      5.2(a).

    


    5.3           Termination
      for Death or Disability.  If Executive’s employment is terminated
      by death or because of Disability under Section 4.3 other than as provided
      in
      Section 5.2(a), the Company will pay to the estate of Executive or to Executive,
      as applicable, the Base Salary and benefits otherwise payable to Executive
      under
      Sections 3.1, 3.2 and 3.4 above through the end of the month in which
      termination of Executive’s employment because of death or Disability
      occurs.

    


    5.4           Termination
      by Executive.

    


    (a)           If
      Executive terminates Executive’s employment under Section 4.4(a) for reasons of
      health, the Company will pay to Executive the Base Salary, Bonus and Benefits
      otherwise payable to Executive under Sections 3.1, 3.2 and 3.4 pro rata
      through the date of termination.

    


    (b)           If
      Executive terminates Executive’s employment under Section 4.5(b) for good reason
      at any time during the Term, the Company will pay to Executive (1) severance
      equal to 24 months of base salary then applicable under Section 3.1, (2) an
      amount equal to two times the average, and if necessary annualized, Bonus paid
      to Executive for the most recent two years of the Term, and (3) an amount
      approximately equal to the amount Executive would be required to pay to maintain
      full-time health benefits under COBRA while receiving severance.

    


    (c)           Executive
      acknowledges that if Executive’s employment is terminated pursuant to Section
      4.4(b), (1) the payments under Section 5.4(b) and (2) the rights of Executive
      with respect to Plan Options under Section 3.3(b), represent the total
      obligation of the Company to Executive under this Agreement.  Further,
      Executive is not required to mitigate damages to receive the payments set forth
      in Section 5.4(b).

    


    (d)           If
      Executive terminates Executive’s employment under Section 4.4(c), the Company
      will pay to Executive the Base Salary, Bonus and Benefits otherwise payable
      to
      him under Sections 3.1, 3.2 and 3.4 pro rata through the last day of
      his actual employment by the Company.

    


    5.5           Severance
      Payments Terms.  The Company will pay the severance benefits under
      this Section 5 to Executive in substantially equal periodic installments in
      accordance with the Company’s general payroll practices, beginning on the first
      payroll date following the date of Executive’s termination of employment and
      ending when the applicable severance period under Section 5
      ends.  Notwithstanding the foregoing, if Executive is a 

     

    
      
         

      

      
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    “specified
      employee” within the meaning of Section 409A(2)(B)(i) of the Internal Revenue
      Code (“Code”), the Company will not pay severance upon
      Executive’s termination of employment pursuant to Section 5 (other than by
      reason of Executive’s death), during the first six months following Executive’s
      termination date and all payments that would have otherwise been made during
      that period will be paid to Executive on the first payroll date following the
      expiration of six full months following Executive’s termination
      date.

    


    6.           Non-Competition,
      Non-Solicitation and Confidentiality.

    


    6.1           Non-Competition.  During
      the Term and during the Post Termination Non-Competition Period (as defined
      below) after the termination of the Term, Executive will not, including through
      an Affiliate (as defined in Rule 12b-2 promulgated pursuant to the Securities
      Exchange Act of 1934, as amended), directly engage in the corporate health
      care
      management business in which the Company or its Affiliates are engaged in at
      any
      time during the Term (the “Business”) in the United
      States.  Each of the following activities, without limitation, are
      deemed to constitute engaged in the Business:  engaging in, working
      with, maintaining an interest in (other than interests of less than 3% in
      companies with securities traded either on the New York Stock Exchange, the
      American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market
      or traded over-the-counter and quoted on the Bulletin Board), advising for
      a fee
      or other consideration, managing, operating, lending money to (other than loans
      by commercial banks), guaranteeing the debts or obligations of, or permitting
      one’s name or any part thereof to be used in connection with an enterprise or
      endeavor, either individually, in partnership or in conjunction with any
      individual, partnership, corporation, limited liability company, association,
      joint stock company, trust, joint venture or any other form of business
      organization, unincorporated organization or governmental entity (or any
      department, agency or subdivision thereof) (each, a “Person”),
      whether as principal, director, agent, shareholder, partner, employee,
      consultant, independent contractor or in any other manner whatsoever, any Person
      in the Business.  “Post Termination Non-Competition
      Period” means the longer of one year and the period during which
      Executive is receiving severance under this Agreement.

    


    6.2           Non-Solicitation.  During
      the Term and during the Post Termination Non-Solicitation Period (as defined
      below) after the termination of the Term, Executive will not, directly or
      indirectly, and no Person (including an Affiliate) over which Executive
      exercises control (whether as an officer, director, individual proprietor,
      holder of debt or equity securities, consultant, partner, member or otherwise)
      (a) solicit or engage or employ or otherwise enter into any agreement or
      understanding, written or oral, relating to the services of any Person who
      is
      known or should be known by Executive to be then employed or to have been
      employed within the preceding six months by the Company or its Affiliates,
      (b)
      take any action which could be reasonably expected to lead any Person to cease
      to deal with the Company or its Affiliates or (c) solicit the business of,
      enter into any written or oral agreement with or otherwise deal with any
      supplier of goods, products, materials or services in competition with the
      Company or its Affiliates or solicit the business of customers of the Company
      or
      its Affiliates who were such at any time during the two-year period preceding
      Executive’s last date of employment, except on behalf of businesses in which
      such party would then be permitted to engage directly without violating this
      Section 6.  “Post Expiration Non-Solicitation
      Period” means the longer of one year and the period during which
      Executive is receiving severance under this Agreement.

    


    
      
         

      

      
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    6.3           Confidentiality.  During
      the Term and for a period of five years after the termination of the Term,
      Executive will treat as trade secrets all Confidential Information (as defined
      below) known or acquired by Executive in the course of any affiliation Executive
      has with the Company or its Affiliates and will not disclose any Confidential
      Information to any Person not affiliated with the Company except as authorized
      in writing by the Company.  “Confidential
      Information” means any information relating to the relationship of the
      Company or its Affiliates to their customers (including, without limitation,
      the
      identity of any customer), the research, design, development, manufacturing,
      marketing, pricing, costs, capabilities, capacities and business plans related
      to the Business, the financing arrangements of the Company, or the financial
      condition or prospects of the Company; inventions, products, processes, methods,
      techniques, formulas, compositions, compounds, projects, developments, plans,
      research data, clinical data, financial data, personnel data, computer programs,
      software, including source code, object code, operating systems, bridgeware,
      firmware, middleware or utilities and customer and supplier lists and any other
      confidential information relating to the assets, condition or business of the
      Company or its Affiliates.  Notwithstanding the foregoing, Executive
      will have no obligation with respect to (a) information disclosed to
      Executive by a Person who does not owe a duty of confidentiality to the Company
      or its Affiliates; or (b) information which is in the public domain and is
      readily available; or (c) information where disclosure is required by law
      or is necessary in connection with a claim, dispute or litigation to which
      Executive is or becomes a party and the Company is given ten business days
      prior
      written notice of the intent to make disclosure.

    


    6.4           Injunctive
      Relief.  The restrictions contained in this Section 6 are
      necessary for the protection of the business and goodwill of the Company and
      its
      Affiliates and are considered by Executive to be reasonable for such
      purpose.  Executive acknowledges that a breach or threatened breach by
      Executive of the covenants contained in this Section 6 would cause the Company
      irreparable harm and that the extent of damages to the Company would be
      impossible to ascertain and that there is and will be available to the Company
      no adequate monetary damages or other remedy at law to compensate it in the
      event of any such breach.  Consequently, in the event of a breach of
      any such covenant, in addition to any other relief to which the Company is
      or
      may be entitled, the Company may seek, as a matter of course, an injunction
      or
      other equitable relief, including the remedy of specific performance, to enforce
      any or all of such covenants by Executive, his or her employer, employees,
      partners, agents or any of them.

    


    6.5           Modification
      of Covenants.  In the event an arbitrator, court or governmental
      agency or authority determines that any provision of Section 6 is invalid by
      reason of the length of any period of time or the size of any area during or
      in
      which such provision is effective, such period of time or area will be
      considered to be reduced to the extent required to cure such
      invalidity.

    


    6.6           Extension
      of Covenant.  In the event Executive violates the restrictions
      contained in Section 6.1, the duration of such restriction will extend for
      a
      period of time equal to the period of time during which such violation
      continued.

    


    
      
         

      

      
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    6.7           Counter-claims.  Any
      claim or cause of action by Executive against the Company, whether predicated
      on
      this Agreement or otherwise, will not constitute a defense to the enforcement
      by
      the Company of the restrictions contained in this Section 6, but will be
      litigated separately including, without limitation, any claim by Executive
      that
      Executive has not been terminated for cause pursuant to Section 4.1 above,
      unless the claim and defense arise out of the same event and joinder would
      be
      required.

    


    7.           Inventions,
      Patents and Intellectual Property.

    


    7.1           All
      Inventions made, conceived, reduced to practice, created, written, designed
      or
      developed by Executive, solely or jointly with others and whether during normal
      business hours or otherwise, during the Term or thereafter if resulting or
      directly derived from Confidential Information, will be the sole property of
      the
      Company.  “Inventions” include inventions,
      discoveries, computer programs, data, software, technology, designs, innovations
      and improvements (whether or not patentable and whether or not copyrightable)
      related solely to the Business and specifically exclude any such item predating
      the effective date of this Agreement or any non-Company activity specifically
      permitted under Section 2.  Executive hereby assigns to the Company
      all Inventions and any and all related patents, copyrights, trademarks, trade
      names, and other industrial and intellectual property rights and applications
      therefor, in the United States and elsewhere and appoints any officer of the
      Company as Executive’s duly authorized attorney to execute, file, prosecute and
      protect the same before any government agency, court or
      authority.  Upon the request of the Company and at the Company’s
      expense, Executive will execute such further assignments, documents and other
      instruments as may be necessary or desirable to fully and completely assign
      all
      Inventions to the Company and to assist the Company in applying for, obtaining
      and enforcing patents or copyrights or other rights in the United States and
      in
      any foreign country with respect to any Invention.

    


    7.2           Executive
      will promptly disclose to the Company all Inventions and will maintain adequate
      and current written records (in the form of notes, sketches, drawings and as
      may
      be specified by the Company) to document the conception and/or first actual
      reduction to practice of any Invention.  Such written records will be
      available to and remain the sole property of the Company at all
      times.

    


    8.       
          Return of Confidential
      Information.  All files, letters, memoranda, reports, records,
      data, sketches, drawings, laboratory notebooks, program listings or other
      written, photographic or other tangible material, in each event, containing
      Confidential Information, whether created by Executive or others, which come
      into Executive’s custody or possession, are and will be the exclusive property
      of the Company to be used by Executive only in the performance of his duties
      for
      the Company.

    


    9.          
       Cooperation.  At any time during the Term or thereafter,
      Executive will reasonably cooperate with the Company in any litigation or
      administrative proceedings involving any matters with which Executive was
      involved during Executive’s employment by the Company.  The Company
      will reimburse Executive for reasonable time and expenses, if any, incurred
      in
      providing such cooperation.

    


    
      
         

      

      
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    10.           Notices.  All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing, and may be given by a party hereto by (a)
      personal service (effective upon delivery), (b) mailed by registered or
      certified mail, return receipt requested, postage prepaid (effective five
      business days after dispatch), (c) reputable overnight delivery service,
      charges prepaid (effective the next business day) or (d) telecopy or other
      means of electronic transmission (effective upon receipt of the telecopy or
      other electronic transmission in complete, readable form), if confirmed promptly
      by any of the methods specified in clauses subparagraphs (a)-(c) of this Section
      10, to the other party at the address shown above, or at such other address
      or
      addresses as either party shall designate to the other in accordance with this
      Section 10.

    


    11.           Non-Disparagement.  During
      the Term and for five years thereafter, neither the Company nor Executive will
      disparage, deprecate, or make any negative comment with respect to the other
      party or its Affiliates or their respective businesses, operations, or
      properties.

    


    12.           Pronouns.  Whenever
      the context may require, any pronouns used in this Agreement include the
      corresponding masculine, feminine or neuter forms, and the singular forms of
      nouns and pronouns include the plural and vice versa.

    


    13.           Entire
      Agreement.  This Agreement, and such other agreements, schedules
      and exhibits as are referenced in this Agreement, constitute the entire
      agreement between the parties and supersede all prior agreements and
      understandings, whether written or oral, relating to the subject matter of
      this
      Agreement.

    


    14.           Amendment.  This
      Agreement may be amended or modified only by a written instrument executed
      by
      both the Company and Executive.

    


    15.           Governing
      Law; Consent to Jurisdiction.

    


    15.1           This
      Agreement shall be construed, interpreted and enforced in accordance with the
      laws of the Commonwealth of Pennsylvania, notwithstanding any contrary
      application of conflicts of laws principles.

    


    15.2           Each
      of the Company and Executive consents to the jurisdiction of all Federal and
      state courts located in the Commonwealth of Pennsylvania which have jurisdiction
      over any disputes arising under this Agreement.  Service of process in
      any action or proceeding commenced in a court located in the Commonwealth of
      Pennsylvania may be made by written notice as provided in Section
      10.

    


    16.           Successors
      and Assigns.  This Agreement will be binding upon and inure to the
      benefit of both parties and their respective successors and assigns, including
      any corporation with which or into which the Company may be merged or which
      may
      succeed to its assets or business; provided, however, that the
      obligations of Executive are personal and may not be assigned by
      him.

    


    
      
         

      

      
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    17.           Miscellaneous.

    


    17.1           No
      delay or omission by the Company in exercising any right under this Agreement
      operates as a waiver of that or any other right.  A waiver or consent
      given by the Company on any one occasion is effective only in that instance
      and
      will not be construed as a bar or waiver or any right on any other
      occasion.

    


    17.2           
      The captions of the sections of this Agreement are for convenience of reference
      only and in no way define, limit or affect the scope or substance of any section
      of this Agreement.

    


    17.3           In
      case any provision of this Agreement is invalid, illegal or otherwise
      unenforceable, the validity, legality and enforceability of the remaining
      provisions will in no way be affected or impaired.

     

     

    
 

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto,
      intending to be legally bound, have executed this Agreement as of the day and
      year set forth above.

    


    

      
        	 	
                COMPANY:

              
	 	 	 
	 	
                I-TRAX,
                  INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Frank A. Martin

              
	 	 	
                Name:
                  Frank A. Martin

              
	 	 	
                Title:
                  Chairman

              
	 	 	 
	 	 	 
	 	
                Attest:

              	
                /s/
                  Yuri Rozenfeld

              
	 	 	
                Name:
                  Yuri Rozenfeld

              
	 	 	
                Title:
                  Secretary

              
	 	 	 
	 	 	 
	 	
                EXECUTIVE:

              
	 	 	 
	 	 	 
	
                Witness:
                  /s/ Yuri Rozenfeld

              	
                /s/
                  R. Dixon Thayer

              


      



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