Exhibit 10.56
 AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
     1.
    
    Section 5.2(a) is amended by adding the following sentences to the end thereof:The payments and benefits under this Section 5.2 is subject to Section
5.4. The timing of payments and benefits under this Section 5.2 is subject
to Section 5.9 and Section 5.10 below.2.
    
    Section 5.3(a)(i)-(iii) is amended in its entirety to read as follows (for the
sake of clarity, subsections (iv)-(vi) and the proviso at the end thereof are unchanged
by this Amendment):
  (i)
    
    A continuation of the Base Salary
for a period (the Severance Period) commencing on the date of
termination and ending on the third anniversary of the date of
termination.(ii)
    
    Executive shall be eligible to
continue to participate during the Severance Period, on the same
terms and conditions that would have applied had he remained in
the employ of the Company during the Severance Period, in all
medical, vision, dental and life insurance plans provided to
Executive pursuant to Section 2.2 at the time of such
termination and which are provided by the Company to its




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employees following the date of termination (Welfare
Plans). With respect to any continuation of Executives
insurance coverage under this Section 5.3(a)(ii), the Company
may require Executive to elect COBRA, and, in such case,
the Company will pay that portion of the COBRA premium that
the Company pays for active employees with the same coverage
for the period that Executive is eligible for COBRA. In
lieu of continued participation in the Companys disability
insurance plan, the Company shall make three lump sum
payments to Executive, each of which to be in an amount equal
to the greater of two times the annualized cost that the
Company had paid for Executives disability insurance during
the year in which the termination occurs and $10,000, for
each year during the Severance Period; provided that any
subsequent payments that would have been due will cease upon
Executive becoming eligible for disability payments with a
subsequent employer. The first payment shall be made on the
Starting Date (as defined below), but subject to Section
5.3(c), and the second and third payments shall be made (if
due) within 30 days after the first and second anniversaries
of the date of termination.(iii)
    
    (A) If the termination of
Executives employment occurs after the completion of the
Companys fiscal year, but prior to the payment of the
bonus for that year contemplated by Section 2.6, Executive
shall be entitled to receive the bonus otherwise payable
in accordance with such Section (if any) at such time as
bonuses are paid generally to executive officers for such
year (but in no event later than March 15 of the year
following the year for which the bonus is payable); (B)
payment by the Company to Executive of a bonus for the
fiscal year in which termination of employment occurs
payable at such time as bonuses are paid generally to
executive officers for such year, but no later than March
15 of the year following the year in which Executives
employment terminates, the amount (the Prior Bonus
Payment) of which to be the greater of (y) the bonus paid
by the Company to the Executive for the fiscal year
immediately prior to the date of termination (if any) and
(z) the average of the bonus payments paid for the three
years immediately prior to the date of termination and (C)
payment by the Company to Executive of a bonus for the two
years following the fiscal year in which the termination
of employment occurs payable at such time as bonuses
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are paid generally to executive officers for such
years, but, in each case, in no event later than
December 31 of the year following the year to which
such bonus relates, the amount of each bonus being
equal to the Prior Bonus Payment.
 3.
    
    A new subsection (c) is added at the end of Section 5.3 to read as follows:The payments and benefits under this Section 5.3 is subject to Section
5.4. The timing of payments and benefits under this Section 5.3 is subject
to Section 5.9 and Section 5.10 below.4.
    
    Section 5.4 is amended by deleting the last sentence thereof and inserting the
following:Accordingly, in order to receive any of the benefits described in Section
5.2, 5.3, 5.5 or Section 5.6 under this Agreement, Executive must (i)
execute and deliver to the Company an acknowledgement confirming the above
within fifty (50) days of the date of Executives termination of employment
and (ii) not revoke such acknowledgement pursuant to any revocations rights
afforded by law. The Company shall provide to Executive the form of such
acknowledgement no later than three (3) days following Executives
termination of employment. If Executive does not timely execute and deliver
to the Company such acknowledgement, or if Executive executes it, but
revokes it, no benefits under Section 5.2, 5.3, 5.5 or Section 5.6 shall be
paid.5.
    
    Section 5.5(a) is amended by adding the following sentences to the end thereof:The payments and benefits under this Section 5.5 is subject to Section 5.4. The timing of payments and benefits under
this Section 5.5 is subject to Section 5.9 and Section 5.10 below.
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Time of Payment
 Potential Delay of Payment
 8.
    
    Section 8 is amended by adding a new Section 8.5 to read as follows:
 Time for Gross-Up Payment.
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9.
    
    Section 9.5 is amended by deleting the last sentence thereof and replacing it
with the following:
  10.
    
    Section 9 is amended by adding a new Section 9.9 to read as follows:
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11.
    
    Section 9 is further amended by adding a new Section 9.10 to read as follows:
 Separation from Service
  HLTH CORPORATIONBy:
    
    /s/ Anne N. Smith
   Name:
Anne N. SmithTitle: Vice President  Legal/s/ Charles A. MeleCHARLES A. MELE
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