exhibit10-28.htm


     

    

      
        

      


      EXHIBIT
10.28

      


      To: Mike
Shea

      


      From:
Eric Holder

      


      Update:
March 1, 2007

      


      Modification/Addendum
to Agreement

      


      Summary

      1.  Hooper
and EHS agree that EHS is owed and will be paid $5,121,000 (the "Original EHS
Fee" according to the terms of the original agreement

      


      2.  For
the specific actions listed in attachment one Hooper will pay the EHS fee as
defined in the original agreement) on each idea after that idea has been
implemented

      


      4.  In
exchange for EHS making part of its fee contingent upon implementation, Hooper
will provide EHS with some protections in the case of special and/or unforeseen
events

      


      1.  Payment
of $5.1 million "Original EHS Fee"

      Payment
of the $5.1 million fee to EHS will be made according to the terms of the
agreement

      
        	
                ·  

              	
                Hooper
      has previously been billed $225,000 creditable to this total payment --
      any unpaid portions of this remain
payable

              


      

      
        	
                ·  

              	
                The
      total $5.1 million due to EHS is fixed and is not subject to subsequent
      revision or review

              


      

      


      2.  Contingency
Payment For All Other Implemented Ideas

      


      For the
ideas listed Hooper will pay EHS a fee based on these ideas if and when they
have been implemented

      
        	
                ·  

              	
                Upon
      completion of the implementation of any of the above ideas, Hooper will
      owe EHS a fee of of each such idea if Hooper determines that the idea
      yielded more than the Net Earnings Impact, then the EHS Fee will be
      payable on the revised higher
amount

              


      

      
        	
                o  

              	
                Completion
      of Implementation will mean that all major implementation milestones have
      been completed, related HR actions have been taken, and benefits are
      accruing

              


      

      
        	
                o  

              	
                Implementation
      of actions substantially similar to actions surfaced in the project will
      be treated as if they were the original
action

              


      

      


      
        	
                ·  

              	
                The
      fee owed to EHS will be based strictly on the implementation status of the
      individual ideas.  It will be independent of the effect of other
      business events or circumstances except for the extent to which those
      events or circumstances compromise the implementation of the
      ideas.  That is, even if other business conditions deteriorate,
      so long as the idea was implemented as planned, payment will be made to
      EHS based on the impact realized regardless of the health or condition of
      the business.  Hooper and EHS will review the implementation
      status of all idea and Hooper will make payment based on all ideas for
      which implementation was deemed to have been
  completed

              


      

      


      
        	
                ·  

              	
                Hooper
      will track the implementation status of the ideas and will make
      determination of implementation status based solely on the underlying
      facts and without regard to the resulting implications of the amount or
      timing of payments to EHS which are
triggered

              


      

      


      3.  Ideas Designated LTFS or NO GO --
these ideas are per the attached list.  They will be treated
per the terms of the original contract

      


      4.  Special
Events

      


      
        	
                ·  

              	
                If
      prior to December 2008, James Calver ceases to be CEO or Hooper Holmes
      agrees to change and control (via merger of equals or
      acquisition)

              


      

      
        	
                o  

              	
                Per
      the original agreement, any unpaid portion of EHS fee will be paid upon
      announcement of that event

              


      

      
        	
                o  

              	
                Hooper
      will owe EHS and will pay an additional amount equal to 2.724mm less the
      sum of all Contingent Fee payments made up to that time in lieu of any
      future Contingent Fee payments

              


      

      


      
        	
                ·  

              	
                If
      prior to the December 2008 Hooper divests its Medicals Directs unit,
      Hooper agrees that any ideas for which implementation HAS been completed
      and for which no Contingent Fee has been paid will be considered fully
      implemented and Hooper will pay EHS a
fee

              


      

      


      
        	
                ·  

              	
                If
      prior to December 2008 Hooper divests any other unit or business, Hooper
      agrees that any ideas of the original GO Ideas Not Subject To Initial Fee
      for which implementation had not previously been completed or for which
      Contingent Fee had been paid will be considered fully implemented and
      Hooper will pay EHS a fee based on their original
  value

              


      

      


      (Signed)
(Eric Holder)

      


      (Signed)
(Michael Shea)