EXHIBIT
        10.2

      


      


      


      As
        of
        October 11, 2005

      


      Mr.
        James
        Conway

      Chairman
        and CEO 

      Netsmart
        Technologies, Inc.

      3500
        Sunrise Highway, Suite D122

      Great
        River, NY 11739

      


      Dear
        Jim:


      


      Pursuant
        to a letter agreement between Netsmart Technologies, Inc. (“Client”) and Griffin
        Securities, Inc. ("Griffin") dated as of August 9, 2005 (the “Agreement”),
        Client engaged Griffin to act on a best efforts basis as financial advisor
        and
        placement agent for the Client in connection with the issuance and sale of
        common stock and warrants for financing purposes. 

      


      Pursuant
        to the Agreement, Griffin acted as placement agent in connection with the
        Client’s offer and sale of units (the “Transaction”) consisting of 490,000
        shares of common stock and warrants to purchase 122,504 shares of common
        stock
        (the “Securities”). In connection with the Transaction, Client entered into a
        participation agreement with the Investors, pursuant to which the Investors
        were
        given a right to participate in Client’s future private offering transactions
        (“Future Offerings”) for a period of two years from the consummation of the
        Transaction (the “Participation Period”).

       

      Client
        and Griffin now desire to amend certain provisions of the Agreement.


      


      Accordingly,
        we mutually agree as follows: 

      


      	1.  	
              Section
                3 of the Agreement is hereby amended and restated as follows:
                

            


      


      “3. Success
        Fee.  If
        during
        the term of this Agreement, Client accepts financing from any Investor
        introduced (including for such purposes investors introduced by persons
        introduced by Griffin) to Client by Griffin prior to or during the term of
        this
        Agreement (as defined in Section 6 below), there shall become due and payable
        via wire transfer to Griffin immediately upon consummation of each such
        Transaction, a cash fee equal to six and 12/100 percent (6.12%) of the gross
        proceeds payable to Client from the sale of Securities. If Client should
        during
        the Participation Period accept financing from any Investor introduced by
        Griffin (excluding for such purposes investors introduced by persons introduced
        by Griffin other than any such investors who purchased Securities during
        the
        term of this Agreement) prior to or during the term of this Agreement, there
        shall become due and payable via wire transfer to Griffin immediately upon
        consummation of each such Transaction, a cash fee equal to five percent (5%)
        of
        the gross proceeds payable to Client from the sale of Securities.”

      	 	 


      	2.  	
              Section
                4 of the Agreement is hereby amended and restated as follows:
                

            


      


      “4. Warrants.  As
        additional consideration for each completed Transaction, (i) upon the sale
        of
        Securities during the term of this Agreement to Investors introduced (including
        for such purposes investors introduced by persons introduced by Griffin)
        to
        Client by Griffin prior to or during the term of this Agreement and (ii)
        upon
        the sale of Securities in Future Offerings during the Participation Period
        to
        Investors introduced (excluding for such purposes investors introduced by
        persons introduced by Griffin other than any such investors who purchased
        Securities during the term of this Agreement) to Client by Griffin prior
        to or
        during the term of this Agreement, Client shall promptly grant Griffin warrants
        for the purchase of an amount equal to five percent (5%) of the Securities
        issued in such completed Transaction. The warrants to purchase common stock
        issued pursuant to Section 4 (i) shall be exercisable over a five (5) year
        period, have an exercise price equal to the exercise price of the Investor’s
        warrants and contain other customary terms as Client and Griffin agree,
        including the ability to assign the warrants to other accredited representatives
        of Griffin. The warrants to purchase common stock issued pursuant to Section
        4(ii) of this Section 4 shall be on the terms provided for any such warrant
        in
        any Future Offering, or if no warrants are to be issued in any Future Offering,
        on terms to be agreed by Client and Griffin.”

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      	3.  	
              Capitalized
                terms not otherwise defined herein shall have the meanings ascribed
                to
                them in the Agreement.

            


      


      	4.  	
              Except
                as specifically provided herein, the Agreement is in all other respects
                hereby ratified and confirmed without
                amendment.

            


      


      	5.  	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of New York applicable to contracts executed and to
                be wholly
                performed therein. The prevailing party shall be entitled to a reasonable
                sum of attorney’s fees and any other reasonable costs and expenses
                relating thereto.

            


      


      	6.  	
              The
                Agreement, as amended hereby, represents the entire agreement by
                and
                between the Client and Griffin and supersedes any and all other
                agreements, either oral or written, with respect to the subject matter
                hereof. This letter may be executed simultaneously in two or more
                counterparts, each of which shall be deemed an original, but all
                of which
                shall constitute one and the same instrument. Any modification of
                this
                letter will be effective only if it is in writing and signed by the
                Client
                and Griffin. 

            


      


      Please
        sign below, and return an original of this letter to the undersigned to indicate
        your acceptance of the terms set forth herein, whereupon this letter shall
        constitute a binding agreement by and between Client Inc. and Griffin
        Securities, Inc. as of the date first above written. 

      


      
        	Sincerely,	 	 	Accepted
                and Agreed:
	 	 	 	 
	/s/ Adrian
                Stecyk	 	 	/s/ James
                Conway
	
                

              	 	 	
                

              
	Griffin
                Securities, Inc.
By:   Adrian Stecyk
Its:  
                President & CEO	 	 	Netsmart
                Technologies, Inc.
By:   James Conway
Its:  
                Chairman & CEO




       

      
        
           

        

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