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Exhibit 10.2

AGREEMENT

THIS AGREEMENT (the Agreement) is made as of January 24, 2003, by and
between Eclipsys Corporation (the Company) and Harvey J. Wilson (Wilson).

WITNESSETH:

WHEREAS, Wilson has been employed by the Company and has been serving as
Chairman of the Board of the Company;

WHEREAS, on January 24, 2003, Wilson resigned both as Chairman of the
Board and as an employee of the Company pursuant to a resignation letter (the
Letter), which included the terms upon which Wilson was resigning, and the
Board of Directors of the Company (the Board) accepted such resignation and
those terms; and

WHEREAS, this Agreement, along with that certain Consulting Agreement of
even date between Wilson and the Company (the Consulting Agreement), is
intended to formalize and memorialize the terms agreed to by Wilson and the
Board in the Letter;

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.     Resignation. The parties acknowledge that Wilson has resigned,
effective as of January 24, 2003 (the Resignation Date), as Chairman and an
employee of the Company. Wilson currently intends to continue to serve on the
Board, subject to the Companys by-laws, until the next regularly scheduled
meeting of the Board to be held in April 2003.

2.     Salary and Benefits. Wilson will be entitled to his salary at the
then current rate through the Resignation Date, as well as payment for any
accrued, unused vacation time, sick time and personal days in accordance with
the Companys standard practices. Wilson acknowledges that his target bonus
for 2002 was discretionary, and that he has not earned and will not be entitled
to any bonus for 2002 or any part of 2003. Wilson may elect to continue
receiving group medical, dental and vision insurance pursuant to the federal
COBRA law, 29 U.S.C. § 1161 et seq.following the Resignation Date. Except
as otherwise provided in the Consulting Agreement, following the Resignation
Date, all group medical insurance premium costs shall be paid by Wilson on a
monthly basis for as long as, and to the





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extent that, he remains eligible for COBRA continuation coverage. Wilsons
entitlement to all other benefits, including without limitation life insurance
and long term disability insurance, will cease upon the Resignation Date in
accordance with the plans.

3.     Chairman Emeritus. Wilson hereby accepts the position of Chairman
Emeritus effective as of the Resignation Date. The parties acknowledge that
this is an honorary position and not an employment position with the Company,
and that Wilson is no longer an employee of the Company as of the Resignation
Date. Wilson will receive an honorarium at a rate of $50,000 per annum as
Chairman Emeritus, payable bi-weekly during the period for which Wilson
continues to serve as Chairman Emeritus. Wilson shall be entitled to continue
to serve in the capacity of Chairman Emeritus for an initial term of seven
years. The term of Wilsons service as Chairman Emeritus will be extended
automatically for an additional year on each anniversary of the Resignation
Date unless the Company notifies Wilson prior to such anniversary that it is
electing not to extend the term. Wilson may terminate his position as Chairman
Emeritus at any time upon thirty days written notice, which shall be provided
to the Companys then current Chairman of the Board. In any event, Wilsons
term as Chairman Emeritus shall terminate upon (a) his disability (as defined
in the Companys long-term disability plan in effect from time to time) or
death, (b) his conviction of, or the entry of a pleading of guilty or nolo
contendereto, any crime involving moral turpitude or any felony, or (c) the
reasonable determination of the Board that he has materially breached the
provisions of this Agreement, the Standard Agreement (as defined below) or the
Consulting Agreement.

4.     Stock Options. The parties acknowledge that Wilson currently has two
unexercised stock options, one dated April 8, 1998 allowing him to purchase
66,666 shares of the Companys common stock at a purchase price of $15.00 per
share (Option One), and one dated July 11, 2000 allowing him to purchase
750,000 shares of the Companys common stock at a purchase price of $8.25 per
share (Option Two and, together with Option One, the Options). The
Options are hereby amended to provide (i) that each will be fully vested and
(ii) that, notwithstanding Wilsons resignation as an employee of the Company,
each will remain exercisable pursuant to its terms for its full remaining term
(through and including April 8, 2008, in the case of Option One, and through
and including July 11, 2010, in the case of Option Two). Wilson acknowledges
that, to the extent either Option was initially granted as a qualified
incentive stock option under Section 422 of the Internal Revenue Code of
1986, such Option will be treated as a non-qualified option beginning three
months following the Resignation Date, and that the Company may thus be
required to withhold taxes on his behalf upon his exercise of either Option.
Wilson agrees that Section 15 of the respective stock option

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agreement for each Option, relating to the withholding of taxes, shall continue
to apply. Wilson acknowledges that, should the Company elect to reprice
outstanding Company stock options in the future, the Company would not expect
to extend to Wilson the opportunity to participate in the repricing with
respect to the Options.

5.     Indemnification; Insurance. Wilson will continue to be indemnified to
the fullest extent permitted by the Companys present by-laws and certificate
of incorporation for conduct prior to his resignation. The Company will
maintain directors and officers liability insurance covering Wilson for conduct
during the period prior to his resignation to the same degree as it maintains
such insurance for any director or officer of the Company.

6.     Cooperation in Litigation. Wilson and the Company agree to reasonably
cooperate in any legal proceedings whether commenced before or after the
Resignation Date.

7.     Communications with Third Parties; Non-disparagement. Wilson shall
coordinate any communications he may have with the Companys employees,
customers and other constituencies with the Companys chief executive officer.
The Company will give Wilson the opportunity to review all press releases and
other public statements relating to Wilsons retirement from and his new role
with the Company. The Company and Wilson each agree not to make any false,
disparaging or derogatory statements about the other, or about the directors,
officers, employees, agents or representatives of the other, to any media
outlet, industry group, financial institution or current or former employee,
consultant, client or customer of the Company.

8.     Aircraft Lease. The Company agrees to continue, on the terms set
forth below and subject to the conditions set forth below, to charter from Jet
Connections, Inc. (JCI) for the Companys business purposes the Lear 60
aircraft owned by Wilsons affiliate, RMSC (the Aircraft), which is leased by
RMSC to JCI. The Company shall use the Aircraft for at least 300 hours during
the one-year period following the Resignation Date, and during each of the two
one-year periods thereafter. The Company shall pay to JCI, in accordance with
JCIs normal invoicing practices, the Usage Fee (as defined below) and
reasonable incidental expenses in connection with each use of the Aircraft by
the Company. The Usage Fee shall be $2,350 per hour for usage during the
first one-year period, and shall be increased or decreased for each of the two
one-year periods thereafter to reflect increases or decreases in the consumer
price index. For this purpose, increases or decreases shall be measured with
reference to the consumer price index, as published by the U.S. Department of
Labor (CPI-U, U.S. City Average, all items, 1982-84=100), in effect at December
31 of the calendar year immediately preceding the

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commencement of each applicable one-year period. The Companys obligation to
continue to charter and use the Aircraft is subject to the following
conditions:

(a)  The obligation shall terminate at such time as the Aircraft is no
longer available to JCI.

(b)  The Company shall be entitled to terminate its obligation at such time
as the Companys Board reasonably determines that the cost of using the
Aircraft (the Usage Fee together with the related incidental expenses) is not
as favorable as the cost that could be negotiated with an unaffiliated third
party for an alternative aircraft of similar type and quality; providedthat,
prior to exercising such right to terminate, the Company shall first provide
JCI with a reasonable opportunity to match the unaffiliated third party cost.

(c)  The Companys hourly commitment shall be reduced to the extent the
Aircraft is not available to satisfy any particular request for its use by the
Company, provided that the Company has given at least five days prior notice
to JCI of such request.

(d)  The Company shall be entitled to terminate its obligation at such time
as the Aircraft has not been available, in any three-month period, to satisfy
at least 80% of the particular requests for its use made by the Company,
regardless of how much prior notice is given by the Company to JCI of the
requests.

9.     Continuing Obligations. Wilson acknowledges and reaffirms his
obligations to the Company contained in that certain agreement dated April 25,
1999, a copy of which is attached hereto as Exhibit A (the Standard
Agreement), and he further agrees that his continuing role as either Chairman
Emeritus or a consultant to the Company under the Consulting Agreement (or any
successor agreement) shall constitute a relationship with Eclipsys within the
meaning of the Standard Agreement.

10.     Non-Competition.

(a)  During the longer of his service (i) as Chairman Emeritus or (ii) as a
consultant under the Consulting Agreement (or any successor agreement), and for
one year thereafter, Wilson will not directly or indirectly, in the Restricted
Territory (as defined below), engage in any Competitive Business or Enterprise
(as defined below) (whether as owner, partner, officer, director, employee,
consultant, investor, lender or otherwise, except as the holder of not more
than 1% of the outstanding stock of a publicly held company or 5% of the
outstanding stock of a privately held company). A Competitive Business or
Enterprise shall mean any

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business or enterprise that develops, manufactures, markets, licenses, sells or
provides any product or service that competes with any product or service
developed, manufactured, marketed, licensed, sold or provided by the Company or
its subsidiaries while Wilson was employed by the Company or during the period
when Wilson was serving as Chairman Emeritus or as a consultant to the Company.
The Restricted Territory shall mean the United States and Canada.

(b)  If any restriction set forth in this Section 10 is found by any court
of competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.

(c)  The restrictions contained in this Section 10 are necessary for the
protection of the business and goodwill of the Company and are considered by
Wilson to be reasonable for such purpose. Wilson agrees that any breach of
this Section 10 is likely to cause the Company substantial and irrevocable
damage, which would be difficult to measure. Therefore, in the event of any
such breach or threatened breach, Wilson agrees that the Company, in addition
to such other remedies that may be available, shall have the right to obtain an
injunction from a court restraining such a breach or threatened breach and the
right to specific performance of the provisions of this Section 10 and Wilson
hereby waives the adequacy of a remedy at law as a defense to such relief.

11.     Release. In consideration of the agreements and covenants of the
Company herein, Wilson hereby fully, forever, irrevocably and unconditionally
releases, remises and discharges the Company, its officers, directors,
stockholders, corporate affiliates, subsidiaries, parent companies, agents and
employees (each in their individual and corporate capacities) (the Released
Parties) from any and all claims, charges, complaints, demands, actions,
causes of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings, omissions,
damages, executions, obligations, liabilities, and expenses (including
attorneys fees and costs), of every kind and nature, that he ever had or now
has against the Released Parties:

(a)  arising out of his employment with the Company or the termination of
his employment with the Company under Title VII of the Civil Rights Act of
1964, 42 U.S.C. § 2000e et seq., the Age Discrimination in Employment Act, 29
U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. §
12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the
Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the Florida Civil Human
Rights

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Act, Fla. Stat. Ch. 760.01 et seq. and the Florida Equal Pay Law, Fla. Stat.
Ch. 725.07, all as amended;

(b)  arising out of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.
and the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §
1001 et seq., each as amended; or

(c)  otherwise arising out of the termination of his employment, including,
but not limited to, all common law claims, actions in tort, defamation and
breach of contract, and any claim (including a claim for retaliation) under any
common law theory or any federal, state or local statute or ordinance not
expressly referenced above;

provided, however, that nothing in this Agreement prevents Wilson from filing,
cooperating with, or participating in any proceeding before the EEOC or a state
Fair Employment Practices Agency (except that Wilson acknowledges that he may
not be able to recover any monetary benefits in connection with any such claim,
charge or proceeding).

12.     Return of Company Property. Wilson confirms that, except as may
otherwise have been agreed between Wilson and the Companys Chief Executive
Officer in order to facilitate Wilsons performance of his duties under the
Consulting Agreement, he has returned to the Company in good working order all
keys, files, records (and copies thereof), equipment (including, but not
limited to, computer hardware, software and printers, wireless handheld
devices, cellular phones and pagers), Company identification, Company vehicles
and any other Company-owned property in his possession or control, that he has
left intact all electronic Company documents, including, but not limited to,
those that he developed or helped develop during his employment, and that he
has returned to the Company all copies, whether in electronic or hard-copy
form, of all Company documents and materials in his possession . Wilson
further confirms that, except as may otherwise have been agreed between Wilson
and the Companys Chief Executive Officer in order to facilitate Wilsons
performance of his duties under the Consulting Agreement, he has cancelled all
accounts for his benefit, if any, in the Companys name, including, but not
limited to, credit cards, telephone charge cards, cellular phone and/or pager
accounts and computer accounts

13.     Acknowledgments. The Company hereby advises Wilson that he should
consult with an attorney of his own choosing prior to signing this Agreement
and that he has at least twenty-one (21) days to consider this Agreement before
signing it. Wilson acknowledges that he has in fact been given at least
twenty-one (21) days to consider this Agreement and that he has in fact
consulted with an

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attorney of his own choosing prior to signing this Agreement. Wilson
understands that he may revoke this Agreement for a period of seven (7) days
after he signs this Agreement, and that this Agreement shall not be effective
or enforceable until the expiration of this seven (7) day revocation period.

14.     Miscellaneous.

(a)  Entire Agreement. This Agreement, the Consulting Agreement, the
Standard Agreement and the Options, as amended hereby, 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.

(b)  Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and Wilson.

(c)  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida (without reference to the
conflicts of laws provisions thereof). In the event of a dispute between the
parties regarding a matter arising under or related to this Agreement, such
matter shall be submitted to binding arbitration under the rules of JAMS. The
arbitration proceeding shall be held in Palm Beach County, Florida. Each party
shall bear their own costs relating to the arbitration. The arbitration shall
be conducted before an arbitration panel consisting of three arbitrators. Each
party shall select one arbitrator, and the two so selected shall select the
third arbitrator. Notwithstanding the foregoing, in the event of a breach of
(i) Wilsons duty of confidentiality as set forth in the Standard Agreement; or
(ii) the non-competition or non-disparagement provisions contained in this
Agreement, the Company shall have the right to seek appropriate relief
including, among other things, injunctive relief, in a court of competent
jurisdiction located in Palm Beach County, Florida, and the Company and Wilson
each consents to the jurisdiction of such a court. The Company and Wilson each
hereby irrevocably waive any right to a trial by jury in any action, suit or
other legal proceeding arising under or relating to any provision of this
Agreement.

(d)  Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns.

(e)  Waivers. No delay or omission by either party in exercising any
right under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by either party on any one occasion shall be
effective only in that instance and shall not be construed as a bar to or
waiver of any right on any other occasion.

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(f)  Captions. 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.

(g)  Severability. In case any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.

(h)  Confidentiality. The terms and contents of this Agreement, and the
contents of the negotiations and discussions resulting in this Agreement, shall
be maintained as confidential by the Company and Wilson and their respective
agents and representatives and shall not be disclosed except to the extent
required by federal or state law (including regulations of the Securities and
Exchange Commission) or as otherwise agreed to in writing by the Company and
Wilson.

(i)  Expenses. Each party shall bear its own expenses in connection with
the preparation and negotiation of the Letter, this Agreement and the
Consulting Agreement.

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

| |                                               |                                                                                                   
| | --------------------------------------------- | --------------------------------------------------------------------------------------------------
| | ECLIPSYS CORPORATION                         
|
| | By:                                           | /s/ Eugene V. Fife
        Eugene V. Fife,
        Chairman of the Board of
             Directors
|
| |                                              
| |                                              
| | /s/ Harvey J. Wilson
        Harvey J. Wilson

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EXHIBIT A

(Copy of Existing Standard Agreement)

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During your relationship, including employment or contact services, with
ECLIPSYS CORPORATIONor any of its parent, subsidiary, or affiliate entities
(Eclipsys), you may have access from time to time to customer lists, patient
data, facilities, resources, other trade secrets, or other proprietary
information each of which is confidential (Confidential Information) to Eclipsys
or its Clients. Accordingly, for valuable and adequate consideration and as a
condition precedent to your new or continuing relationship with Eclipsys you
agree to the following:



|1. |  | Restricted Accounts.To protect Eclipsys investment in each customer and
prospect relationship in which you participate during your relationship
with Eclipsys (Restricted Account), you agree that such relationship with a
Restricted Account constitutes a trade secret belonging exclusively to
Eclipsys. For 1 year after termination of your relationship with Eclipsys,
you shall not communicate for any business purpose with any Restricted
Account. Eclipsys invests in relationships with Restricted Accounts by
compensating you for services or reimbursing all or part of your expenses
related to such Restricted Accounts. Consequently, you shall indemnify
Eclipsys for any loss related to your breach of this Agreement. Such
indemnification shall include without limitation the disgorgement of any
income, revenues, fees, bonuses, commissions, or other earnings related to
a Restricted Account. You shall notify any future employer of the
conditions placed on you by this Agreement.                                                                                                             
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Right to Provide Services.This Agreement shall not operate as a bar to
your future provision of services, including within the healthcare industry
to competitors of Eclipsys, provided such services are unrelated to
Restricted Accounts and do not constitute a misuse of Eclipsys trade
secret. You acknowledge that trade secrets include without limitation
information related to Eclipsys customers, prospects, pricing, technology,
business strategy, business tactics, financial matters, capital structure,
compensation plans, benefits plans, Employees, or third party
relationships. Notwithstanding Eclipsys investment in your skills,
Eclipsys acknowledges that subject to the restrictions in this Agreement,
you may use the non-confidential knowledge, experience, and skills you gain
during the relationship with Eclipsys for your advantage, except with
respect to Restricted Accounts.                                                                                                                                                                                                          
|  
|3. |  | Non-solicitation of Employees.During your relationship with Eclipsys and
afterward for one year, you shall not, to the maximum extent such
restriction is permitted by applicable law, directly or indirectly; hire,
recruit, recommend or otherwise solicit for the purpose of employment any
person who was an Eclipsys employee or consultant within six mouths of the
date of any such activity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|4. |  | Confidentiality.During or after your relationship with Eclipsys you,
directly or indirectly, shall not use, disclose, or permit the disclosure
of any Confidential Information, except as authorized by Eclipsys and for
the benefit of Eclipsys. You shall not remove or retain any Confidential
Information without the written consent of Eclipsys. Upon termination of
your relationship with Eclipsys, you shall return all property of Eclipsys
or its Clients. You shall not retain any copies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|5. |  | Ownership of Intellectual Property.If during your relationship with
Eclipsys or afterward for 1 year, you discover, invent, improve or create
any process, design, article, computer program, documentation or other work
of authorship (Developments) which arose out of your work with Eclipsys;
then such Developments shall be the exclusive property of Eclipsys. You
shall promptly disclose to Eclipsys in writing any such Developments.
Without additional compensation you shall execute any documents which
Eclipsys deems appropriate for protecting its intellectual property rights.
You shall assign and transfer to Eclipsys your entire right, title, and
interest in and to such Developments, including any moral rights that you
may claim in any Developments, to perfect assignment and otherwise more
fully evidence Eclipsys ownership of such Developments. Eclipsys shall pay
its expenses of securing any intellectual property registration. Regardless
of your relationship with Eclipsys at the time, you shall cooperate with
Eclipsys with respect to any proceeding involving any Developments.
|  
|6. |  | Severability and Modification.If any provision in this Agreement is held
void or unenforceable in whole or in part, then such holding shall not
affect the validity of any other provision, If any provision in this
Agreement is held unenforceable due to excessive scope in terms of
geography, time, activity, subject matter, or otherwise; then such
provision shall be modified to the extent required to be enforceable under
the applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|7. |  | Acceptance.Agreed and
accepted this 25th day of April, 1999 by,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|          |  |                 
|--------- |  | ----------------
|/s/ HJW   |  | HARVEY J. WILSON
|         
|Signature |  | Printed Name    

This note contains Eclipsys confidential information and shall not be
duplicated or disclosed without Eclipsys permission.