**Exhibit
      10.31**





Certain
      confidential portions of this Exhibit were omitted by means of blackout of
      the
      text and replaced with an asterisk (*) (the “Mark”). This exhibit has been filed
      separately with the Securities and Exchange Commission without the Mark pursuant
      to the Company’s Application Requesting Confidential Treatment under Rule 24b-2
      of the Securities Exchange Act of 1934.





**EMPLOYMENT
      AGREEMENT**





This
      Employment Agreement (this “ **Agreement** ”)
      is
      entered into by and between **Eclipsys
      Corporation** ,
      a
      Delaware corporation (the “ **Company** ”) **** and **John E. Deady** ,
      an
      individual **** (the
      “ **Executive** ”),
      effective immediately upon the signatures of the parties below, with the
      Executive’s employment commencing on January 9, 2006 (such commencement of
      employment being the “ **Effective
      Date** ”).




WHEREAS,
      the Company desires to employ the Executive, and the Executive desires to be
      employed by the Company, on the terms set forth herein;





NOW
      THEREFORE, in consideration of the mutual covenants and promises contained
      in
      this Agreement, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged by the parties to this Agreement,
      the parties agree as follows:


**Section
      1** - **Employment** .




(a)
            The
                Company shall employ Executive as of the Effective Date. Executive
                will
                serve as the Company’s Executive Vice President - Sales & Marketing,
                and in that capacity shall (i) have the customary powers, responsibilities
                and authorities of an executive officer of the Company and such other
                powers, responsibilities and authorities as may be delegated to Executive
                by the Company’s Chief Executive Officer (the “**CEO**”)
                or the Company’s Board of Directors (the “**Board”)**from time to time, and (ii) report to, and be subject to review and
                control by, the CEO.Executive
                shall devote his reasonable best efforts to the performance of his
                duties
                and responsibilities hereunder.




(b)
            Nothing
                in this Agreementshall preclude Executive from engaging in charitable and community
                affairs; from managing any passive investment (*i.e.*,
                an investment with respect to which Executive is in no way involved
                with
                the management or operation of the entity in which Executive has
                invested)
                made by him in publicly traded equity securities or other property
                (provided that no such investment may exceed five percent (5%) of
                the
                equity of any entity, without the prior approval of the Board); or
                from
                serving as a member of boards of directors or as a trustee of any
                other
                corporation, association or entity, to the extent that any of the
                above
                activities do not interfere with his ability to discharge his duties
                hereunder and the subject entity does not directly compete with the
                Company, and provided that Executive will not serve as a director
                of any
                for-profit entity without approval of the
                Board.





**Section
      2** **-** **Term
      of Employment** . Executive’s employment is at-will, subject to the severance benefits specified
      herein. The period from the Effective Date until the date Executive’s employment
      terminates is referred to herein as the “ **Term
      of Employment** ”.




**Section
      3** **-** **Compensation** .





(a)
            Salary.
                During the period from the Effective Date through December 31, 2006
                (the
                “**Initial
                Period**”),
                the Company shall pay the Executive at the annualized rate of $450,000.00
                (“**Base
                Salary**”)
                in accordance with the ordinary payroll practices of the Company,
                and
                subject to all applicable federal, state and local withholding and
                reporting requirements.The Executive’s Base Salary shall not be decreased during the Initial
                Period. During the Term of Employment, the Board or the Compensation
                Committee of the Board (the “**Compensation
                Committee**”)
                shall review, and may, subject to the immediately preceding sentence
                and
                subject to Executive’s right to terminate employment for Good Reason
                pursuant toSection
                6(a)as
                a result of any reduction in Base Salary, adjust the Executive’s Base
                Salary annually, in accordance with the Company’s customary procedures and
                practices for reviewing compensation of senior executives. In the
                event
                the Base Salary is so adjusted, the adjusted amount shall become
                the Base
                Salary for purposes of this
                Agreement.




(b)
            Bonus
                Plan.
                Executive shall be eligible to participate in the Company’s standard bonus
                plan for executive officers, subject to all terms and conditions
                of such
                plan. The executive bonus plan will be established and may be modified
                from time to time by the CEO, the Board or the Compensation Committee
                of
                the Board (the “**Compensation
                Committee**”).
                Executive’s annual target bonus will be $200,000 (the “**Target
                Bonus**”),
                but except as set forth in the following sentence no bonus payments
                are
                guaranteed and all bonus payments will be contingent upon achievement
                of
                such Company and individual performance targetsand
                management objectives (including objectives specific to Executive,
                objectives common to other executives as well, and Company objectives)
                as
                may beestablished
                by the CEO, the Board or the Committee.
                However, notwithstanding the foregoing, without regard to Executive’s
                performance against any bonus plan, Executive shall receive the Target
                Bonus for 2006, payable $50,000
                by April 15, 2006 if Executive is employed continuouslyas
                the Company’s Executive Vice President from the Effective Date until March
                31, 2006, and $150,000 at thetime
                2006 bonuses are paid to other executive officers and consistent
                with the
                ordinary payroll practices of the Company, if Executive is employed
                continuouslyas
                the Company’s Executive Vice President from the Effective Date
                untilDecember 31, 2006.The Board or Compensation Committee may provide in any year’s bonus plan
                that Executive may earn more than the Target Bonus upon achievement
                of
                specified performance criteria, but in no event will Executive’s cash
                bonus for any year exceed two times the Target Bonus. Executive’s bonuses
                will be earned as of December 31 of each year, if and to the extent
                that
                performance criteria applicable to that year’s bonus plan are met, and
                paid thereafter consistent with the timing of payment of bonuses
                to other
                executives.All
                bonus payments shall be subject to all applicable federal, state
                and local
                withholding and reporting requirements.




**Section
      4** **-** **Employee
      Benefits** .





(a)
            Employee
                Retirement Benefit Programs, Welfare Benefit Programs, Plans and
                Practices.
                The Company shall provide Executive with coverage during the Term
                of
                Employment under any retirement benefit programs, welfare benefit
                programs, and other compensatory and benefit programs, plans and
                practices, that the Company makes generally available to its senior
                executives, including, but not limited to, its life and short- and
                long-term disability insurance, hospitalization and major medical
                insurance, the Company’s 401(k) Plan, Employee Stock Purchase Plan, dental
                insurance, directors and officers liability insurance, and any other
                nonqualified compensation program (including deferred compensation
                or
                supplemental retirement programs) as in effect from time to
                time.




(b)
            Vacation.
                Executive shall be entitled tofive
                weeks of paid vacation each calendar year, which shall be taken at
                such
                times as are consistent with the Executive’s responsibilities hereunder;
                provided, however, subject to applicable law, that the Executive
                shall not
                be entitled to carry over unused vacation from year to year in an
                amount
                exceeding that which the Executive would be entitled to carry over
                in
                accordance with the Company’s standard vacation policy as applied to
                employees of the Executive’s longevity with the Company.





(c)
            Stock
                Options and Restricted Stock Grants.
                As a material inducement to Executive’s entering into employment with the
                Company, the Company is granting to Executive as inducement grants
                under
                NASD Rule 4350(i)(1)(A)(iv), effective as of the Effective Date,
                (1) a
                non-qualified stock option to purchase 400,000 shares of the Company’s
                common stock at an exercise price equal to the closing price of the
                common
                stock on Nasdaq on the trading day immediately preceding the Effective
                Date, and (2) a restricted stock grant of 100,000 shares of the Company’s
                common stock, for which the Executive must pay an initial price of
                $.01
                per share (together, the “**Initial
                Grants**”).
                The terms of these stock options are specified in a Notice of Grant
                being
                issued to Executive and the Company’s 2005 Inducement Grant Stock
                Incentive Plan, and the terms of these shares of restricted stock
                are
                specified a Restricted Stock Agreement between the Company and Executive,
                a Notice of Grant being issued to Executive, and in the Company’s 2005
                Inducement Grant Stock Incentive Plan (collectively, the “**Equity
                Documents**”).
                The forms of the Equity Documents are attached asExhibits
                A-1throughA-4to
                this Agreement. The Initial Grants are also subject to certain provisions
                of this Agreement, and the Agreement re Specified Acts being entered
                into
                between the Company and Executive concurrently with this Agreement
                in the
                form ofExhibit
                Bto
                this Agreement (the “**Agreement
                re Specified Acts**”).
                The Initial Grants are considered to be multiple-year awards and
                thus
                regular additional annual equity awards should not be anticipated
                even if
                other executives receive annual equity
                awards.





(d)
            Other
                Benefits.
                Executive will be entitled to reimbursement of reasonable expenses
                incurred by him for an annual physical examination, to the extent
                such an
                examination is not otherwise covered or provided by the health insurance
                or health benefits provided by the Company to Executive pursuant
                toSection
                4(a)above; and reimbursement of up to $25,000 in legal expenses incurred
                by
                Executive in negotiation and preparation of his initial employment
                documents, together with a gross-up if necessary so that net of any
                income
                taxes payable on reimbursement of such legal fees, Executive’s expense for
                these legal expenses is effectively
                covered.





**Section
      5** **-** **Expenses** .
      Subject
      to prevailing Company policy or such guidelines as may be established by the
      CEO
      or the Board or Compensation Committee from time to time, the Company shall
      reimburse the Executive for all reasonable expenses incurred by the Executive
      in
      carrying out his duties.





**Section
      6** **-** **Termination
      of Employment** .




(a)
            Termination
                Without Cause or Termination for Good Reason.Subject
                toSection
                6(i),
                if Executive’s employment is terminated by the Company for any reason
                other than Cause (as defined inSection
                6(c)),
                Executive’s Disability (as defined inSection
                6(e)),
                or Executive’s death, or if Executive’s employment is terminated by
                Executive for Good Reason (as defined inSection
                6(a)(2)),
                then the Company shall pay Executive (x) the Accrued Amounts (as
                defined
                below) and (y) subject to the limitations described in this Agreement,
                the
                Severance Package.The payment of the Severance Package to Executive under thisSection
                6(a)shall (i) be contingent upon the execution by Executive of a general
                release in favor of the Company in substantially the form attached
                hereto
                asExhibit
                C,
                provided that if changes or expansions of relevant laws and regulations
                would result inExhibit
                Cin
                the form thereof as of the date of this Agreement failing to achieve
                the
                intent thereof as reflected by the form thereof as of the date of
                this
                Agreement (the “**Initial
                Intent**”),
                and if it is possible to modifyExhibit
                Cso
                as to effect the Initial Intent notwithstanding such changes or expansions
                of relevant laws or regulations, thenExhibit
                Cwill be modified to the extent necessary to preserve the Initial
                Intent
                (the “**Release**”);
                (ii) constitute the sole remedy of Executive in the event of a termination
                of Executive’s employment in the circumstances set forth in thisSection 6(a);
                and (iii) be subject to the Agreement re Specified Acts. Except as
                expressly provided herein or in the Agreement re Specified Acts or
                in
                another agreement between the Company and Executive, the Severance
                Package
                shall not be subject to any duty to mitigate damages by Executive,
                nor any
                set off or reduction due to Executive’s post-termination employment,
                provided such post-termination employment does not contravene any
                agreement between the Company and Executive. The Accrued Amounts
                shall be
                payable in a lump sum within ten (10) days of termination of employment,
                or earlier if required by applicable
                law.




(1)
            For
                purposes of this Agreement, the “**Accrued
                Amounts**”
                shall mean Executive’s earned but unpaid Base Salary, any declared but
                unpaid bonus, any accrued but unused vacation and any other earned
                but
                unpaid amounts payable to him hereunder, in each case as accrued
                through
                the last day of his actual employment by the
                Company.




(2)
            For
                purposes of this Agreement, a termination of employment by Executive
                for
                “**Good
                Reason**”
                shall be a termination by Executive following the occurrence of any
                of the
                following events unless the Company has cured as provided
                below:




(A)
            Subject
                toSection
                6(d)(2),
                removal from the position of Executive Vice President of the Company
                or
                any material diminution in Executive’s duties, responsibilities,
                authority, or participation in management, except for Cause or following
                Executive’s death or Disability, provided that a change in Executive’s
                duties that is approved by the Board or Compensation Committee and
                that is
                commensurate with his role as an Executive Vice President of the
                Company
                will not constitute Good Reason;





(B)
            A
                reduction in the Base Salary or Target Bonus then in effect or a
                material
                reduction in the other benefits provided to Executive by the Company;





(C)
            Any
                material breach by the Company of this Agreement or any other legal
                obligation owed by the Company to
                Executive;





(D)
            Failure
                of any successor of the Company to assume this Agreement as required
                bySection
                11;
                or





(E)
            A
                required relocation of Executive’s primary residence other than as
                described inSection
                8(c).





Executive
                must notify the Company in writing specifically identifying any event
                constituting Good Reason within thirty (30) days after Executive
                becomes
                aware of such event or such event shall not constitute Good Reason
                for
                purposes of this Agreement; provided that the Company shall have
                thirty
                (30) days from the date of such notice to cure the Good Reason event.
                A
                termination by Executive following cure shall not be a termination
                for
                Good Reason. A failure of Executive to notify the Company after the
                first
                occurrence of an event constituting Good Reason shall not preclude
                any
                subsequent occurrences of such event (or similar event) from constituting
                Good Reason.





(3)
            For
                purposes of this Agreement, “**Severance
                Package**”
                shall mean:




*(A)*
            Base
                Salary continuation for eighteen (18) months following the date of
                termination at Executive’s annual Base Salary rate in effect on the date
                of termination, subject to all applicable federal, state and local
                withholding and reporting requirements. These salary continuation
                payments
                shall be paid in accordance with usual Company payroll
                practices.




*(B)*
            A
                bonus equal to one hundred fifty percent (150%) of Executive’s Target
                Bonus in effect on the date of termination (but not less than $200,000),
                payable in equal installments over the eighteen (18) month period
                described inSection
                6(a)(3)(A),
                subject to the same withholding and reporting requirements. In addition,
                to the extent not included in the Accrued Amounts, Executive shall
                receive
                a pro rata bonus for the bonus period during which the date of termination
                occurs calculated at one hundred percent (100%) of the Target Bonus
                then
                in effect, multiplied by a fraction the numerator of which is the
                number
                of days that Executive was employed during such bonus term and the
                denominator of which is 365. Such prorated bonus shall be paid in
                accordance with the Company’s customary practices for payment of executive
                bonuses but with no additional performance requirements or contingencies.




*(C)*
            For
                the avoidance of confusion, the parties acknowledge that in the event
                Executive terminates his employment for Good Reason as a result of
                a
                decrease in his Base Salary or Target Bonus as contemplated in clause
                (B)
                ofSection
                6(a)(2),
                then the Base Salary and Target Bonus used for purposes of the calculation
                of the Severance Package shall be the Base Salary and Target Bonus
                in
                effect immediately prior to such
                reduction.




*(D)*
            Executive
                shall be entitled to twelve (12) months of vesting of all stock,
                stock
                options and other equity-based awards granted to him, including the
                Initial Grants, in addition to vesting that had occurred at the date
                of
                termination (*i.e.*,
                vesting as would have occurred if Executive had remained employed
                until
                the first anniversary of the date of termination of his employment),
                provided (i) that if the Severance Package becomes payable as a result
                of
                a termination of employment occurring before June 1, 2006, then in
                lieu of
                the 12 months of vesting of restricted stock included in the Initial
                Grants as described above, Executive shall be entitled to vesting
                of 20%
                of the restricted stock included in the Initial Grants, plus an additional
                1.667% of the restricted stock included in the Initial Grants for
                each
                complete calendar month, if any, that elapses from the date of this
                Agreement until the date of termination of employment, and (ii) provided
                further that if the Severance Package becomes payable as a result
                of a
                termination of employment occurring before February 1, 2006, then
                in lieu
                of the 12 months of vesting of the stock options included in the
                Initial
                Grants as described above, Executive shall be entitled to vesting
                of 20.0%
                of the stock options**included
                in the Initial Grants.




*(E)*
            Continuation
                of benefits under any life, group health, and dental insurance benefits
                substantially similar to those which Executive (and, if applicable,
                his
                family) was receiving immediately prior to termination of employment
                until
                the earlier of:




(i) the
      end
      of the eighteen (18) month period following the date of termination, or




(ii)
            the
                date on which Executive becomes eligible to receive substantially
                similar
                benefits under any plan or program of any other
                employer.




The
      continuing coverage provided under this Section
      6(a)(3)(E) is
      subject to the availability of such continuation under the terms of the
      applicable plan documents and all provisions of applicable law, including the
      requirements of the federal “COBRA” law, 29 U.S.C. § 1161 et seq. with respect
      to group health and dental insurance. If Executive is not eligible for such
      continued coverage under one of the Company-provided benefit plans noted in
      this
      paragraph (E) that he was participating in during his employment, the Company
      shall pay the Executive the cash equivalent of the cost of replacement insurance
      for the duration of the applicable period, up to a maximum of the Company’s cost
      of providing the coverage before the termination of employment, which payments
      shall be made pro-rata in accordance with the Company’s customary payroll
      practices.




**(4)
            To
                the extent that this Employment Agreement is treated as a nonqualified
                deferred compensation arrangement within the meaning of Section 409A
                of
                the Internal Revenue Code (“**Section
                409A**”),
                neither the Company nor Executive may accelerate the timing of the
                payments under thisSection
                6(a)(for example, no part of the Severance Package may be paid in a lump
                sum
                at the time of termination) unless such acceleration does not trigger
                the
                application of interest and penalty taxes under Section 409A. In
                addition,
                to the extent that this Employment Agreement is treated as a nonqualified
                deferred compensation arrangement within the meaning of Section 409A
                and
                the Treasury Regulations under Section 409A require a delay in the
                commencement of any payments under the Severance Package due to
                Executive’s status as a “specified employee”, the Severance Package
                payments shall be delayed to the minimum extent and in the minimum
                amount
                necessary so as to comply with the Code and any regulations thereunder
                and
                avoid interest and penalties, and otherwise paid on the schedule
                set forth
                in thisSection
                6(a).




(b)
            Voluntary
                Termination by Executive Without Good Reason.
                If Executive terminates his employment with the Company without Good
                Reason, then the Company shall pay Executive only the Accrued Amounts
                in a
                lump sum within ten (10) days of termination of employment, or earlier
                if
                required by applicable law. Retirement shall be considered a termination
                of employment by Executive without Good
                Reason.





(c)
            Termination
                for Cause.
                If Executive’s employment is terminated for Cause, the Company shall pay
                Executive only the Accrued Amounts in a lump sum within ten (10)
                days of
                termination of employment, or earlier if required by applicable law.
                As
                used herein, the term “**Cause**”
                shall be limited to the following, and to the causes described inSection
                8(b):




(1)
            Executive’s
                conviction of or plea of guilty or*nolo
                contendere*to
                a felony under the laws of the United States or any state thereof
                or any
                other jurisdiction in which the Company conducts
                business;




(2)
            Executive’s
                willful misconduct or gross negligence in the performance of his
                duties
                that causes material harm to the
                Company;




(3)
            Executive’s
                willful and continued failure to follow the reasonable and lawful
                instructions of the Board;




(4)
            Executive’s
                willful and continued neglect of duties (other than any such neglect
                resulting from incapacity of Executive due to physical or mental
                illness);
                or




(5)
            a
                material breach of this Agreement by
                Executive;




provided,
      however, that Cause shall arise under items (2), (3), (4) or (5) only following
      thirty (30) days written notice thereof from the Company which specifically
      identifies such misconduct, failure, neglect or breach and only if Executive
      continues to engage in or fails to cure (if the misconduct, failure, neglect
      or
      breach can be cured) such misconduct, failure, neglect or breach during such
      notice period. During any such notice period, Executive shall have the right
      to
      be heard by the Board and Cause shall not be deemed to exist without a finding
      by a majority of the Board that Cause exists and, if the misconduct, failure,
      neglect or breach can be cured, has not been cured during the thirty (30) day
      cure period. A termination by the Company after cure shall not be a termination
      for Cause. A failure of the Company to notify Executive after the first
      occurrence of an event constituting Cause shall not preclude any subsequent
      occurrences of such event (or similar event) from constituting
      Cause.




(d)
            Certain
                Terminations Following a Change in Control.
                Subject toSection
                6(i),
                in the event Executive’s employment with the Company or its successor
                terminates by reason of a Qualifying Termination (as defined below)
                within
                two (2) years after a Change in Control of the Company (as defined
                below)
                that occurs during the Term of Employment, thenthe
                Company shall pay to the Executive (x) the Accrued Amounts in a lump
                sum within ten (10) days of termination of employment, or earlier if
                required by applicable law, and (y) in lieu of the Severance Package,
                and
                subject to the limitations described in this Agreement, the Company
                shall
                provide the Executive the Change in Control Benefits (as defined
                below).The
                provision of the Change in Control Benefits to Executive under thisSection
                6(d)shall (i) be contingent upon the execution by Executive of the Release
                or
                a release in another form reasonably acceptable to the Company and
                Executive; (ii) constitute the sole remedy of Executive in the event
                of a
                termination of Executive’s employment in the circumstances set forth in
                thisSection 6(d);
                and (iii) be subject to the Agreement re Specified Acts.In
                addition, all payments under thisSection
                6(d)are subject to the timing rules, calculations and adjustments described
                inSection 7.Anything
                in this Agreement to the contrary notwithstanding, if (q) a Change in
                Control occurs, (r)  Executive's employment with the Company is
                terminated by the Company without Cause or by Executive for Good
                Reason
                within 180 days prior to the date on which the Change in Control
                occurs,
                and (s) it is reasonably demonstrated by Executive that such
                termination of employment or events constituting Good Reason (u)
                was at
                the request of a third party who has taken steps reasonably calculated
                to
                effect a Change in Control or (v) otherwise arose in connection with
                or in
                anticipation of a Change in Control, then for all purposes of this
                Agreement such Change in Control shall be deemed to have occurred
                during
                the Term of Employment and the termination shall be deemed to have
                occurred after the Change in Control, so that Executive is entitled
                to the
                Change in Control Benefits. It is recognized that options and restricted
                stock not vested at the time of or as a result of termination of
                employment may be cancelled, and further that following such cancellation
                Executive may become entitled to vesting of those cancelled stock
                options
                or shares of restricted stock in connection with a subsequent Change
                in
                Control pursuant to this section. In that case, the Company or its
                successor shall deliver to Executive the consideration Executive
                would
                have received in the Change in Control for (i) the shares of restricted
                stock that were cancelled as if those shares had been owned by and
                fully
                vested in Executive at the time of the Change in Control, less an
                amount
                equal to the product of $.01 per share and the number of such shares
                to
                represent the par value thereof; and (ii) the stock options that
                were
                cancelled as though such options had been vested at the time of the
                Change
                in Control, to the extent that unexercised vested stock options were
                cashed out in the Change in Control, and otherwise for a number of
                shares
                of the Company’s common stock having a value at the time of the Change in
                Control equal to the aggregate amount by which those stock options
                were
                in-the-money at the time of the Change in Control, using for purposes
                of
                this calculation the value of a share of the Company’s common stock in the
                Change in Control transaction.




(1)
            “**Change
                of Control Benefits**”
                shall mean:




(A)
            Base
                Salary continuation for twenty four (24) months following the date
                of
                termination at Executive’s annual Base Salary rate in effect on the date
                of termination, subject to all applicable federal, state and local
                withholding and reporting requirements. These salary continuation
                payments
                shall be paid in accordance with usual Company payroll
                practices;




(B)
            A
                bonus equal to two hundred percent (200%) of Executive’s Target Bonus in
                effect on the date of termination, payable in equal installments
                over the
                twenty four (24) month period described inSection 6(d)(1)(A),
                subject to the same withholding and reporting requirements. In addition,
                to the extent not included in the Accrued Amounts, Executive shall
                receive
                a pro rata bonus for the bonus period during which the date of termination
                occurs calculated at one hundred percent (100%) of the Target Bonus
                then
                in effect, multiplied by a fraction the numerator of which is the
                number
                of days that Executive was employed during such bonus term and the
                denominator of which is 365. Such prorated bonus shall be paid in
                accordance with the Company’s customary practices for payment of executive
                bonuses but with no additional performance requirements or
                contingencies;




(C)
            Acceleration
                in full of the vesting of all stock,stock
                options and other equity-based awards granted to him, including the
                Initial Grants;
                and




(D)
            Continuation
                of life, group health and dental insurance benefits substantially
                similar
                to those which Executive (and, if applicable, his family) was receiving
                immediately prior to the Qualifying Termination until the earlier
                of:




(i)
            the
                end of the twenty four (24) month period following Executive’s termination
                of employment, or




(ii)
            the
                date on which Executive becomes eligible to receive substantially
                similar
                benefits under any plan or program of any other
                employer.




The
      continuing coverage provided under this Section 6(d)(1)(D) is
      subject to the availability of such continuation under the terms of the
      applicable plan documents and all provisions of applicable law. If Executive
      is
      not eligible for such continued coverage under one of the Company-provided
      benefit plans noted in this paragraph (D) that he was participating in during
      his employment, the Company shall pay Executive the cash equivalent of the
      cost
      of replacement insurance for the duration of the applicable period, up
      to a
      maximum of the Company’s cost of providing the coverage before the termination
      of employment, which
      payments shall be made pro-rata in accordance with the Company’s customary
      payroll practices.




(2)
            Qualifying
                Termination.
                For purposes of this Agreement, the term “**Qualifying
                Termination**”
                means a termination by the Company or its successor of Executive’s
                employment with the Company or its successor for any reason other
                than
                Cause, Disability or death, or a termination by




Executive
      of Executive’s employment with Good Reason. However, if following a Change in
      Control the Company or its successor in the Change in Control offers to retain
      Executive in a Comparable Position, then Executive shall not be entitled to
      resign his employment for Good Reason pursuant to Section
      6(a)(2)(A) . For
      these
      purposes, “ **Comparable
      Position** ”
means
      (i) Executive Vice President of the successor organization or the portion of
      the
      successor organization that succeeds to the business of the Company (whether
      organized as a subsidiary, division, or otherwise) (in either case, the
“ **Successor
      Business** ”),
      or if
      the Successor Business does not use that title, then a title within the
      Successor Business’s organizational structure that is comparable to Executive
      Vice President in the Company’s organizational structure, with duties,
      responsibilities, authority and participation in management commensurate with
      that role, if (A) the Successor Business is the natural successor to the
      business of the Company following the Change in Control and continues in the
      same basic business as the Company; and (B) Executive’s role with the Successor
      Business would not result in a material diminution of the substantive
      operational scope of Executive’s role from the substantive operational scope of
      his role with the Company. In each case, it is recognized that following a
      Change in Control, the evolution of the Company to the Successor Business can
      result in various changes resulting from integration, efforts to capture synergy
      opportunities or address new markets, and changes in business strategy, and
      as a
      result Executive’s duties, responsibilities, authority or participation in
      management in a Comparable Position may not be exactly the same as his duties,
      responsibilities, authority or participation in management with the Company
      prior to the Change in Control. However, whether a role with the successor
      offered to Executive qualifies as a Comparable Position will be judged with
      a
      view to the overall quality of the opportunity represented by that role from
      a
      professional point of view, with the understanding that the intention of this
      Agreement is that a Comparable Position, in light of all relevant factors
      including the size and complexity of the successor organization, would not
      represent a material diminution to Executive in the overall quality of his
      professional stature, experience and opportunity compared to the professional
      stature, experience and opportunity represented by Executive’s role with the
      Company.




(3)
            Change
                of Control Defined.
                For purposes of this Agreement, a “**Change
                of Control**”
                shall have the meaning set forth inExhibit D.




(4)
            To
                the extent that this Employment Agreement is treated as a nonqualified
                deferred compensation arrangement within the meaning of Section 409A,
                neither the Company nor Executive may accelerate the timing of the
                payments under thisSection
                6(d)(for example, no part of the Change in Control Benefits may be paid
                in a
                lump sum at the time of termination) unless such acceleration does
                not
                trigger the application of interest and penalties under Section 409A.
                In
                addition, to the extent that this Agreement is treated as a nonqualified
                deferred compensation arrangement within the meaning of Section 409A
                and the Treasury Regulations issued under Section 409A require a
                delay in the commencement of any payments under the Change in Control
                Benefits due to Executive’s status as a “specified employee”, the Change
                in Control Benefit payments shall be delayed to the minimum extent
                necessary so as to comply with the code and any regulations thereunder
                and
                to avoid interest and penalties, and otherwise paid on the schedule
                set
                forth in thisSection
                6(d).




(e)
            Disability.
                In the event that Executive suffers a Disability, the Company may,
                in its
                discretion, terminate Executive’s employment hereunder. For purposes of
                this Agreement, “**Disability**”
                shall be defined to occur at such time as Executive becomes eligible
                to
                receive benefits under the terms of the Company’s then applicable
                long-term disability policy, or, in the absence of such policy, shall
                be
                defined as a physical or mental disability that prevents Executive
                from
                performing his duties under this Agreement for ninety (90) consecutive
                days or more, or for an aggregate of one hundred twenty (120) days
                in any
                period of twelve (12) months. The Company may only terminate Executive
                on
                account of Disability after giving due consideration to whether reasonable
                accommodations can be made under which Executive is able to fulfill
                his
                duties under this Agreement. The commencement date and expected duration
                of any physical or mental condition that prevents Executive from
                performing his duties hereunder shall be determined by a medical
                doctor
                mutually acceptable to Executive and the Company. In the event Executive’s
                employment is terminated by the Company pursuant to thisSection
                6(e),
                then the Company shall pay Executive only the Accrued Amounts in
                a lump
                sum within ten (10) days of termination of employment, or earlier
                if
                required by applicable law.




(f)
            Death.
                In the event of Executive’s death during the Term of Employment, all
                obligations of the Company to make any further payments, including
                the
                obligation to pay the Accrued Amounts, shall be paid to Executive’s
                estate, and in any event all Accrued Amounts shall be paid in a lump
                sum
                within ten (10) days of the Executive’s death, or earlier if required by
                applicable law. In addition, to the extent not included in the Accrued
                Amounts, Executive’s estate shall receive a payment or payments reflecting
                a pro rata bonus for Executive for the bonus period during which
                the date
                of termination pursuant to thisSection
                6(f)occurs calculated at one hundred percent (100%) of the Target Bonus
                then
                in effect, multiplied by a fraction the numerator of which is the
                number
                of days that Executive was employed during such bonus term and the
                denominator of which is 365. Such prorated bonus shall be paid in
                accordance with the Company’s customary practices for payment of executive
                bonuses but with no additional performance requirements or contingencies,
                provided, however, that to the extent that this Agreement is treated
                as a
                nonqualified deferred compensation arrangement within the meaning
                of
                Section 409A, the payment of such bonus may not be accelerated by
                either
                the Company or Executive unless such acceleration does not trigger
                the
                application of interest and penalty taxes under Section 409A.




(g)
            Payments
                as Compensable Compensation.
                Any participation by Executive in, and any terminating distributions
                and
                vested rights under, Company-sponsored retirement or deferred compensation
                plans, regardless of whether such plans are qualified or nonqualified
                for
                tax purposes, shall be governed by the terms of those respective
                plans.




(h)
            Executive’s
                Duty to Provide Materials.
                Upon the termination of the Term of Employment for any reason, Executive
                or his estate shall surrender to the Company all computer files and
                electronic data and records, correspondence, letters, files, contracts,
                mailing lists, customer lists, advertising material, ledgers, supplies,
                equipment, checks, and all other materials and records of any kind
                that
                are the property of the Company or any of its subsidiaries or affiliates,
                that may be in Executive’s possession or under his control, including all
                copies of any of the foregoing.




(i)
            Certain
                Contingencies and Limitations.




(1)
            Notwithstanding
                anything herein to the contrary, Executive may lose his rights to
                the
                Severance Package or the Change in Control Benefits pursuant to the
                Agreement re Specified Acts.




(2)
            As
                of the date of any termination of employment as a result of which
                Executive would be entitled to either (i) the Severance Package or
                (ii)
                the Change in Control Benefits, the Company shall calculate the Total
                Equity Value, and for each Dollar by which the Total Equity Value
                exceeds
                $4.0 million, the amount of cash severance otherwise payable to Executive
                as part of the Severance Package or Change in Control Benefits will
                be
                reduced by one Dollar, with the total amount of such reductions spread
                evenly over the term that such cash severance would otherwise be
                payable.
                In addition, as of the date of any termination of employment as a
                result
                of which Executive would be entitled to the Severance Package (but
                not as
                a result of which Executive would be entitled to Change in Control
                Benefits), the Company shall calculate the Vested Equity Value, and
                for
                each Dollar by which the Vested Equity Value exceeds $4.0 million,
                the
                accelerated vesting of the Initial Grants or other stock options,
                restricted stock or other equity-based awards that would otherwise
                occur
                as a part of the Severance Package or pursuant to any plan or agreement
                governing such awards will be reduced by one Dollar in value, with
                such
                reductions coming first from stock options and then from restricted
                stock
                and then from other awards, and with such reductions measured by
                the gross
                spread on options that would otherwise accelerate and the gross value
                of
                shares of restricted stock or other awards that would otherwise
                accelerate. For these purposes, “**Vested
                Equity Value**”
                means (i) the value of vested restricted stock and other vested awards
                (other than stock options) owned beneficially by Executive, plus
                (ii) the
                spread on vested stock options owned beneficially by Executive, plus
                (iii)
                the gross proceeds received by Executive or his transferee from sales
                of
                restricted stock and payment of other awards (other than stock options)
                in
                the four-year period ending on the date of termination of employment,
                plus
                (iv) the amount by which gross proceeds from sales by Executive or
                his
                transferee, in the four-year period ending on the date of termination
                of
                employment, of shares obtained upon exercise of stock options exceeded
                the
                exercise price thereof, plus (v) the amount by which the value of
                shares
                obtained upon exercise of stock options and still beneficially owned
                by
                Executive or his transferee exceeds the exercise price paid for those
                shares. “**Total
                Equity Value**”
                means Vested Equity Value plus (i) the value of restricted stock
                and other
                awards (other than stock options) that would vest as a part of Severance
                Package or Change in Control Benefits, plus (ii) the spread on stock
                options that would vest as a part of Severance Package or Change
                in
                Control Benefits, calculated as the aggregate of the amount by which
                the
                value of a share of stock issuable upon exercise of each stock option
                vesting as part of the Severance Package or Change in Control Benefits
                exceeds the exercise price payable therefor. Measures of value of
                stock
                options, restricted stock and other awards will be taken at fair
                market
                value on the date of termination of
                employment.




(3)
            If
                any Change in Control occurs within 365 days following the date of
                this
                Agreement, or a definitive agreement for a Change in Control is
                signedwithin 365 days following the date of this Agreement and pursuant
                to that
                definitive agreement a Change in Control is subsequently consummated
                within 180 days following the execution thereof, and in connection
                with
                that Change in Control a Qualifying Termination occurs so that Executive
                would be entitled to the Change in Control Benefits, then notwithstanding
                any other provision of this Agreement or any other agreement between
                Executive and the Company or any plan pursuant to which equity awards
                are
                made to Executive, the Total Realization shall not exceed the Special
                Limit. If the Total Realization would otherwise exceed the Special
                Limit,
                then the Change in Control Benefits other than continuation of insurance
                benefits shall be reduced to the extent necessary to limit the Total
                Realization to the Special Limit, first by reduction of the continuation
                of salary, then if necessary by reduction of the continuation of
                bonus,
                then if necessary by reduction of acceleration of vesting of stock
                options, then if necessary by reduction of acceleration of vesting
                of
                restricted stock, and finally if necessary by reduction of vesting
                of any
                other awards. However, if the Total Realization exceeds the Special
                limit
                without any Change in Control Benefits, the Executive will not be
                required
                to make any payment to the Company in respect of that excess. For
                these
                purposes,(i) “**Total
                Realization**”
                meansthe
                sum of the Total Equity Value plus all cash payable as part of the
                Change
                in Control Benefits (but excluding the value of continuation of insurance
                benefits);
                (ii) “**Special
                Limit**”
                means $5.0 million; and (iii)the value of the Change in Control Benefits shall be the gross amount
                of
                salary continuation and bonus continuation,the
                gross spread on stock options that would vest as a part of the Change
                in
                Control Benefits, and the gross value of restricted stock and other
                awards
                (other than stock options) that would vest as a part of the Change
                in
                Control Benefits. Measures of value of stock options, restricted
                stock and
                other awards will be taken at fair market value on the date of termination
                of employment.





**Section
      7****-****Gross-up
      Payments****.**





(a)
              If
                  Executive becomes obligated to pay any excise tax on excess parachute
                  payments under Section 4999 of the Internal Revenue Code of 1986,
                  as
                  amended (the "**Code**") or any similar or successor law or
                  regulation, whether as a result of benefits provided to Executive
                  under
                  this Agreement or another agreement by or plan of the Company,
                  the Company
                  shall pay an additional amount (the "**Gross-Up Payment**")
                  to Executive at the time specified in the following paragraph.
                  The
                  Gross-Up Payment shall be equal to the amount necessary so that
                  the net
                  amount retained by Executive, after subtracting the parachute excise
                  tax
                  imposed by Section 4999 of the Code or any successor statute then in
                  effect (the "**Excise Tax**"), and after also subtracting all
                  federal, state or local income tax, FICA tax and Excise Tax on
                  the
                  Gross-Up Payment, shall be equal to the net amount Executive would
                  have
                  retained if no Excise Tax had been imposed and no Gross-Up Payment
                  had
                  been paid. The amount of the Gross-Up Payment shall be determined
                  in good
                  faith by independent accountants or tax counsel selected by the
                  Company
                  and acceptable to Executive, who shall apply the following assumptions:
                  (i) Executive shall be treated as paying federal income taxes at
                  the
                  highest marginal rate in the calendar year in which the Gross-Up
                  Payment
                  is made, and (ii) Executive shall be treated as paying state and
                  local
                  income taxes at the highest marginal rate(s) in the calendar year
                  in which
                  the Gross-Up Payment is made in the locality of Executive's residence
                  as
                  of the effective date of Executive's termination or resignation,
                  net of
                  the maximum reduction in federal income taxes that could be obtained
                  from
                  deducting those state and local taxes.




(b)
              The
                  Gross-Up Payment shall be made within thirty days after the event
                  that
                  triggered the Company’s obligation to provide the benefits upon which
                  taxes as described in thisSection
                  7are payable (the “**Triggering
                  Event**”),
                  provided that if the Gross-Up Payment cannot be determined within
                  that
                  time, the Company shall pay Executive within that time an estimate,
                  determined in good faith by the Company, of the minimum amount
                  of the
                  Gross-Up Payment and shall pay theremainder(plus interest at the rate provided in Section 1274(b)(2)(B) of
                  the Code)
                  as soon as the amount can be determined but in no event later than
                  the
                  60th day after the Triggering Event. If the estimated payment is
                  more than
                  the amount later determined to have been due, the excess (plus
                  interest at
                  the rate provided in Section 1274(b)(2)(B) of the Code) shall be
                  repaid by
                  Executive within five business days after written
                  demand.




(c)
              If
                  the actual Excise Tax imposed is less than the amount that was
                  taken into
                  account in determining the amount of the Gross-Up Payment, Executive
                  shall
                  repay at the time that the amount of the reduced Excise Tax is
                  finally
                  determined the portion of the Gross-Up Payment attributable to
                  that
                  reduction (plus the portion of the Gross-Up Payment attributable
                  to the
                  Excise Tax, FICA tax and federal, state and local income tax imposed
                  on
                  the portion of the Gross-Up Payment being repaid by Executive,
                  to the
                  extent the repayment results in a reduction in or refund of the
                  Excise
                  Tax, FICA tax or federal, state or local income tax), plus interest
                  on the
                  amount of the repayment at the rate provided in Section 1274(b)(2)(B)
                  of
                  the Code. If the actual Excise Tax imposed is more than the amount
                  that
                  was taken into account in determining the amount of the Gross-Up
                  Payment,
                  the Company shall make an additional gross-up payment in respect
                  of such
                  excess (plus interest at the rate provided in Section 1274(b)(2)(B)
                  of the
                  Code) at the time that the amount of the excess is finally
                  determined.




(d)
            Notwithstanding
                anything to the contrary herein, the parties agree that if the payments
                under thisSection
                7are treated as nonqualified deferred compensation under Section 409A
                of
                the Code, the parties willnegotiatethis section in good faith to avoid adverse tax consequences to
                Executive




**Section
      8** **-** **Other
      Agreements** .





(a)
            Non-Solicitation;
                Non-Disclosure, etc.
                In consideration for the provisions of this Agreement, among other
                things,
                Executive is separately entering into a Confidentiality, Non-Disclosure
                and Developments Agreements in the form ofExhibit
                E(the “**Confidentiality
                Agreement**”).





(b)
            No
                Violation of Other Agreements.
                Executive hereby represents that he is not bound by the terms of
                any
                agreement with any previous employer or other party to refrain from
                using
                or disclosing any trade secret or confidential or proprietary information
                in the course of his employment with the Company or to refrain from
                competing, directly or indirectly, with the business of such previous
                employer or any other party, except for any such agreement that could
                not
                reasonably be expected to compromise Executive’s ability to perform his
                duties to the Company as contemplated by this Agreement. Executive
                further
                represents that, to his knowledge and belief, he has not breached
                any
                agreement not to compete or any agreement to keep in confidence
                proprietary information, knowledge or data acquired by him in confidence
                or in trust prior to his employment with the Company, and Executive
                acknowledges the Company’s desire and direction that he not breach any
                such agreement in the performance of his services hereunder. Accordingly,
                the Company agrees that any failure or refusal of the Executive to
                perform
                his duties to the Company as contemplated by this Agreement shall
                not
                constitute “Cause” to the extent such failure or refusal is attributable
                to the Executive’s compliance with any agreement to keep in confidence
                proprietary information, knowledge or data acquired by him in confidence
                or in trust prior to his employment with the Company. Without limiting
                the
                foregoing, Executive has provided to Eclipsys an executed copy of
                an
                Agreement Respecting Non-disclosure, Non-competition and Non-solicitation
                with his immediately preceding employer. Executive represents that
                this
                agreement is the only agreement he has entered into with his immediately
                preceding employer and the only such restrictive agreement in effect
                with
                any prior employer. Executive acknowledges that under the terms of
                that
                agreement, he is required to maintain certain confidential information,
                which covenant he shall honor in his employment with the Company.
                In
                connection with any new duties he undertakes for Eclipsys, Executive
                will
                use his best efforts to maintain such confidentiality and notify
                Eclipsys
                when, in his judgment, he believes that any assigned task might cause
                a
                breach of such covenants. [ * ]





(c)
            Headquarters
                and Location and Travel.Executive
                currently resides in Atlanta, Georgia.The
                Company does not have a conventional headquarters due to distribution
                of
                its executive management. The Board and CEO will consider establishing
                a
                conventional headquarters, and if
                the Company establishes a conventional headquarters and the CEO or
                the
                Board determines that Executive’s relocation to that headquarters would be
                in the Company’s best interests, then Executive may be required to
                relocate his residence to the area in which the headquarters is located.
                If Executive is required to relocate, the Company shall provide him
                with
                executive-level relocation benefits, consistent with Company policies,
                designed to defray all reasonable out-of-pocket costs of the relocation
                incurred by Executive, provided that Executive will not be entitled
                to any
                adjustment to his compensation to defray any increase in his cost
                of
                living resulting from relocation. If Executive does not wish to relocate,
                and consequently he resigns or the Company terminates his employment,
                he
                will not be entitled to any severance benefits (including without
                limitation the Severance Package or the Change in Control Benefit,
                each as
                defined inArticle
                6),
                except that if this occurs before his first-year guaranteed bonus
                is paid
                in full then he will be entitled to any portions of his guaranteed
                first
                year bonus that have not been paid. Whether or not Executive relocates
                his
                residence, Executive must spend significant time traveling, as is
                consistent with his role and necessary or appropriate to execute
                fully his
                responsibilities.





(d)
            Registration.
                Executive will use reasonable efforts to utilize the safe harbor
                provided
                by Rule 144 under the Securities Act of 1933 to exempt from registration
                sales by Executive of shares derived from the Initial Grants. If
                and to
                the extent that Executive cannot implement and execute a plan to
                achieve
                reasonable liquidity from sales of shares derived from the Initial
                Grants
                pursuant to Rule 144, the Company will use reasonable efforts to
                provide
                an effective registration statement to cover sales by Executive of
                such
                shares, provided that Executive and the Company will cooperate to
                determine timing and duration for such registration that is not adverse
                to
                the Company’s interests.





(e)
            Conduct.
                Executive will observe the Company’s policies, conduct himself in a manner
                befitting an executive officer of a public company, and provide reasonable
                cooperation with legal authorities in any investigation or proceeding
                involving the Company or his service to the Company, to the extent
                legally
                required or reasonably directed by the
                Board.








*
      Confidential Treatment Requested


**Section
      9** **-** **Notices** .
      All
      notices or communications hereunder shall be in writing, addressed as
      follows ,
      or
      otherwise as directed in a written notice from the party wishing to make changes
      hereto :





To
      the
      Company:  Eclipsys
      Corporation


ATTN:
      CEO


Address,
      Telephone and Facsimile numbers then listed in the Company’s directory





with
      a
      copy to:   the
      Company’s General Counsel


Address,
      Telephone and Facsimile numbers then listed in the Company’s directory





To
      the
      Executive:  To
      the
      address, telephone number and facsimile number then reflected in the Company’s
      payroll records





With
      a
      copy to:  [
      *
      ]





Any
      such
      notice or communication shall be delivered by hand or sent certified or
      registered mail, return receipt requested, postage prepaid, or by reputable
      overnight courier addressed as above (or to such other address as such party
      may
      designate in a notice duly delivered as described above), and the time of actual
      delivery, if delivered by hand, the next business day, if sent by overnight
      courier, or the third (3 rd )
      business day after the actual date of mailing, if sent by mail, shall constitute
      the time at which notice was given.




*Confidential
      Treatment Requested





**Section
      10** **-** **Severability** .
      If any
      part of this Agreement as applied to any party or to any circumstance is
      adjudged by a court of competent jurisdiction to be invalid, illegal, void
      or
      unenforceable for any reason, then (i) the invalidity of that part shall in
      no
      way affect (to the maximum extent permissible by law) the application of such
      part under circumstances different from those adjudicated by the court, the
      application of any other part of this Agreement, or the enforceability or
      invalidity of this Agreement as a whole; and (ii) such part shall be deemed
      amended to the extent necessary to conform to applicable law so as to be valid,
      legal, effective and enforceable or, if such part cannot be so amended without
      materially altering the intention of the parties, then such part will be
      stricken and the remainder of this Agreement shall continue in full force and
      effect.





**Section
      11** **-** **Assignment
      and Assumption** .
      This
      Agreement shall be binding upon and inure to the benefit of the heirs and
      representatives of Executive and the assigns and successors of the Company,
      but
      neither this Agreement nor any rights or obligations hereunder shall be
      assignable or otherwise subject to hypothecation by Executive (except by will
      or
      by operation of the laws of intestate succession) or by the Company, except
      that
      the Company may assign this Agreement to any successor (whether by merger,
      purchase or otherwise) to all or substantially all of the stock, assets or
      business of the Company and shall cause such successor to assume this Agreement,
      which assumption shall not relieve the Company of its obligations to Executive
      hereunder unless so agreed in writing by Executive. The Company’s successor, or
      the Company’s assignee following such an assignment, shall have all the rights
      of the Company hereunder, and Executive’s obligations hereunder will be to the
      successor or assignee thereafter.





**Section
      12** **-** **Amendment** .
      This
      Agreement may only be amended by written agreement of the parties
      hereto.





**Section
      13** - **Survivorship** .
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. The provisions of this Section
      13 are in
      addition to the survivorship provisions of any other section of this
      Agreement.





**Section
      14** **-** **Governing
      Law; Venue and Jurisdiction** .
      This
      Agreement shall be governed by and construed under and in accordance with the
      laws of the State of Florida (without reference to the conflicts of law
      provisions thereof). Subject to the following sentence, if any judicial or
      administrative proceeding or claim relating to or pertaining to this Agreement
      is initiated by either party hereto, such proceeding or claim shall and must
      be
      filed in a state or federal court located in Palm
      Beach County or Miami-Dade County, Florida,
      and the Company and Executive each consents to the jurisdiction of such a court.
      If Executive brings any judicial or administrative proceeding or claim relating
      to or pertaining to his right to receive payment or provision of compensation
      (including without limitation salary, bonuses or equity-based awards) or
      benefits from the Company, other than a claim arising in connection with the
      Company’s enforcement of its rights under the Agreement re Specified Acts, such
      proceeding or claim may, in Executive’s discretion, be filed in a state or
      federal court located in district in which Executive then resides, and if so
      filed the Company and the Executive each consents to the jurisdiction of such
      a
      court, which shall be the exclusive jurisdiction therefor, and the Company
      shall
      not contest such jurisdiction or seek to remove the matter to any other
      jurisdiction.





**Section
      15** **-** **Prior
      Agreement; Coordination of Benefits** .
      This
      Agreement including the exhibits hereto, and the indemnity provisions of the
      Company’s charter to the extent applicable, contain the entire understanding
      between the parties hereto regarding terms of Executive’s employment (other than
      any agreements that may be entered into after the date hereof between the
      Company and Executive) and supersedes in all respects any prior or other
      employment agreement or understanding, both written and oral. In the event
      of a
      conflict between this Agreement and any policy or plan that applies generally
      to
      employees or executives of the Company regarding compensation, employee
      benefits, performance bonuses, healthcare, retirement, severance, change in
      control, relocation, or equity programs such as Restricted Stock or Option
      awards, this Agreement shall control unless the generally applicable plan or
      program would provide a greater benefit or award to Executive, in which case
      the
      terms of such plan or program shall control over this Agreement.





**Section
      16** **-** **Withholding** .
      The
      Company shall be entitled to withhold from payment any amount of withholding
      required by law.





**Section
      17** **-** **Section
      Headings and Construction** .
      The
      headings of sections in this Agreement are provided for convenience only and
      will not effect its construction or interpretation. All references to “Sections”
or “Exhibits” refer to the corresponding section or exhibit of this Agreement
      unless otherwise specified. All words used in this Agreement will be construed
      to be of such gender or number as circumstances require.





**Section
      18** **-** **Counterparts** .
      This
      Agreement may be executed in one (1) or more counterparts, each of which will
      be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same Agreement.





**Section
      19** **-** **Acknowledgement** .
      Executive states and represents that he has had an opportunity to fully discuss
      and review the terms of this Agreement including its exhibits with an attorney.
      Executive further states and represents that he has carefully read this
      Agreement including its exhibits, understands the contents herein, freely and
      voluntarily assents to all of the terms and conditions hereof, and signs his
      name of his own free act.





**Section
      20** **-** **Attorneys’
      Fees** **.** In
      the
      event that either party brings a legal action against
      the other in connection with the employment relationship between them, including
      without limitation an ** action ** to
      enforce this Agreement or any of the exhibits hereto, the party, if either,
      that
      is judicially determined to be the prevailing party in such action shall be
      entitled to recover his or its reasonable attorney’s fees and legal costs
      incurred in connection with such action.





Intending
      to be immediately legally bound hereby, the parties have executed this Agreement
      on the date beside their respective signatures.





Date:
                December 22, 2005
              
              **ECLIPSYS
                CORPORATION**
              
              By:/s/
                Brian Copple
              Name:
                Brian W. Copple
              Title:
                Secretary
            Date:
                December 22, 2005
              
              
              /s/
                John E. Deady
              John
                E. Deady










***EXHIBIT
      A-1 TO EMPLOYMENT AGREEMENT***




Notice
      of
      Grant of Stock Option





**Notice
                of Grant of Stock Option**
              **Employee**
            **Eclipsys
                Corporation**
              ID:
                65-0632092**John
                E. Deady**
              **«StreetAddress»**
              **«CityStateZip»**
            **Option
                Number:****«OptionNumber»**
              **Plan:****2005
                Inducement Grant**
              **Stock
                Incentive Plan**
              **Employee
                ID:****«IDNumber»**Effective
                January __, 2006 (the “**Grant
                Date**”),
                you have been granted a non-statutory option to buy 400,000 shares
                of
                common stock of Eclipsys Corporation (the "**Company**")
                at an exercise price of $_________ per share. This option will vest
                and
                become exercisable with respect to 20% of the underlying shares on
                February 1, 2007 (the “**First
                Vesting Date**”);
                and (ii) with respect to the remaining 80% of the underlying shares
                in 48
                equal consecutive monthly installments on the first day of each calendar
                month following the First Vesting Date, provided that vesting will
                not
                occur if you are not employed with the Company (as defined in the
                Plan)
                (or serving as a member of the Company’s Board of Directors) on the
                scheduled vesting date.
              
              The
                option is granted under and governed by the terms and conditions
                of this
                Notice, the Company's 2005 Inducement Grant Stock Incentive Plan
                (the
                “**Plan**”),
                the Employment Agreement between you and the Company dated January
                __,
                2006 (the “**Employment
                Agreement**”),
                the Agreement re Specified Acts between you and the Company dated
                January
                __, , 2006 (the “**Agreement
                re Specified Acts**”),
                and any other applicable written agreement between you and the Company.
                The agreements referenced in this paragraph are referred to in this
                Notice
                as the “**Applicable
                Agreements**.”
                By your acceptance of this option, and also by its exercise, you
                agree to
                such terms and conditions and confirm that your receipt and exercise
                of
                this option is voluntary.
              
              Unless
                otherwise provided in the Plan or the Applicable Agreements,
                (i)no
                vesting will occur before the First Vesting Date; (ii) vesting will
                occur
                only on scheduled vesting dates, without any ratable vesting for
                periods
                of time between vesting dates;(iii)notwithstanding
                the foregoing, vesting will be suspended during the portion of any
                leave
                of absence (LOA) you have in excess of 60 days, and if you return
                to work
                following such a LOA, any scheduled vesting dates that passed during
                the
                suspension of vesting will be added to the end of the original vesting
                schedule, with vesting on each such additional vesting date in the
                amount
                of shares not vested on the corresponding vesting date during the
                period
                of the suspension;
                (iv) the Company may in its discretion cancel this option in whole
                or
                part, whether or not vested, and whether or not your employment is
                continuing, if you breach in any material respect any material contractual
                obligation or legal duty to the Company and fail to cure that breach
                within 30 days of receipt of written notice thereof from the Company,
                provided that a final determination that such a breach has occurred
                and
                not been cured within the 30 day notice period must be made by the
                Company’s Board of Directors after giving you an opportunity to be heard
                by the Board, and provided further than a failure of the Company
                to assert
                any breach shall not waive any subsequent breach; and (v) this option
                and
                the underlying shares are subject to the Agreement re Specified Acts,
                which may result in loss of some of all of the benefit of this
                grant.
              
              Except
                as otherwise provided in the Plan or the Applicable Agreements, any
                termination of your employment for any reason or no reason will result
                in
                cessation of vesting and lapse of the option to the extent not yet
                vested
                at the time of termination (unless you are then or are becoming a
                member
                of the Board of Directors of the Company), and vested options may
                be
                exercised only for a period of 90 days following termination of your
                employment (or Board service if you are a member of the Company’s Board of
                Directors at the time of termination of your employment) (or 365
                days
                following termination if your employment ends as a result of
                death).
              
              Unless
                otherwise permitted by the Company’s Board of Directors, you must pay the
                exercise price and meet any tax obligations in cash. The option expires
                on
                the tenth anniversary of the Grant Date or such earlier date as the
                Plan
                provides.
              
              For
                purposes of this option, the definition of “Good Reason” under the Plan
                shall be the same as the definition of Good Reason in the Employment
                Agreement, notwithstanding any Plan provision to the
                contrary.The
                Plan, the Company’s Annual Report on Form 10-K, and other filings made by
                the Company with the Securities and Exchange Commission are available
                for
                your review on the Company’s internal employee web site. You may also
                obtain paper copies of these documents upon request to the Company’s HR
                department.
              
              No
                representations or promises are made regarding the duration of your
                employment or service, vesting of the option, the value of the Company's
                stock or this option, or the Company's prospects. The Company provides
                no
                advice regarding tax consequences or your handling of this option;
                you
                agree to rely only upon your own personal advisors.**ECLIPSYS
                CORPORATION**
              
              By:
              *Name*
              *Title*










**EXHIBIT
      A-2 TO EMPLOYMENT AGREEMENT**




Notice
      of
      Grant of Restricted Stock





**Notice
                of Grant of Restricted Stock**
              
              **Employee**
            **Eclipsys
                Corporation**
              ID:
                65-0632092**John
                E. Deady**
              **[address
                of recipient]**
            **Grant
                Number:****______________________**
              **Plan:****2005
                Inducement Grant**
              **Stock
                Incentive Plan**
              **Employee
                ID:****______________________**Effective
                January __, 2006 (the “**Grant
                Date**”),
                you have been granted the right to purchase, at a price of $0.01
                per
                share, 100,000 shares (the “**Shares**”)
                of common stock of Eclipsys Corporation (the "**Company**").
                You must pay the aggregate purchase price for the Shares to the Company
                by
                cash, check or other method acceptable to the Company within 30 days
                of
                the date of this Notice or the Company may cancel the grant.
              
              This
                notice is a “**Grant
                Notice**”
                as described in the Restricted Stock Agreement between you and the
                Company
                dated January __, 2006 (the “**Restricted
                Stock Agreement**”).
                This grant is made under, and this grant and the Shares are subject
                to and
                governed by the terms and conditions of, this Notice, the Restricted
                Stock
                Agreement including the restrictions on transfer set forth therein,
                the
                Company's 2005 Inducement Grant Stock Incentive Plan (the “**Plan**”),
                the Employment Agreement between you and the Company dated January
                __,
                2006 (the “**Employment
                Agreement**”),
                the Agreement re Specified Acts between you and the Company dated
                January
                __, 2006 (the “**Agreement
                re Specified Acts**”),
                and any other applicable written agreement between you and the Company.
                The agreements referenced in this paragraph are referred to in this
                Notice
                as the “**Applicable
                Agreements**.”
                By your acceptance and payment for the Shares, you agree to such
                terms and
                conditions and confirm that your receipt of and payment for the Shares
                is
                voluntary.
              
              For
                purposes of this Notice, “**Vesting
                Date**”
                means each June 1 and December 1. Subject to the Applicable Agreements,
                26.666% of the total number of Shares shall vest on June 1, 2007
                (the
                “**First
                Vesting Date**”),
                and an additional 10% of the total number of Shares shall vest on
                each of
                the seven Vesting Dates next succeeding the First Vesting Date, and
                the
                final 3.334% of the total number of Shares shall vest on June 1,
                2011.
              
              Unless
                otherwise provided in the Plan or the Applicable Agreements, (i)
                no Shares
                will vest before the First Vesting Date; (ii) vesting of Shares will
                occur
                only on Vesting Dates, without any ratable vesting for periods of
                time
                between Vesting Dates; (iii) notwithstanding the foregoing, vesting
                will
                be suspended during the portion of any leave of absence (LOA) you
                have in
                excess of 60 days, and if you return to work following such a LOA,
                any
                Vesting Dates that passed during the suspension of vesting will be
                added
                to the end of the original vesting schedule, with vesting on each
                such
                additional Vesting Date in the amount of shares not vested on the
                corresponding Vesting Date during the period of the suspension, contingent
                upon your continued employment;(iv)
                the Company may in its discretion cancel this grant in whole or part,
                whether or not vested, and whether or not your employment is continuing,
                and repurchase the cancelled Shares you own on the date of the breach
                (whether or not vested) at the purchase price you paid, if you breach
                in
                any material respect any material contractual obligation or legal
                duty to
                the Company and fail to cure that breach within 30 days of receipt
                of
                written notice thereof from the Company, provided that a final
                determination that such a breach has occurred and not been cured
                within
                the 30 day notice period must be made by the Company’s Board of Directors
                after giving you an opportunity to be heard by the Board, and provided
                further that a failure of the Company to assert any breach shall
                not waive
                any subsequent breach; and (v) the Shares are subject to the Agreement
                re
                Specified Acts, which may result in loss of some of all of the benefit
                of
                this grant.
              
              Except
                as otherwise provided in the Plan or the Applicable Agreements, any
                termination of your employment for any reason or no reason will result
                in
                cessation of vesting, cancellation of this grant, and forfeiture
                to the
                Company of any Shares not vested at the time your employment terminates
                (unless you are then or are becoming a member of the Board of Directors
                of
                the Company).
              
              For
                purposes of this grant and the Shares, the definition of Good Reason
                under
                the Plan shall be the same as the definition of Good Reason in the
                Employment Agreement, notwithstanding any Plan provision to the
                contrary.The
                Plan, the Company’s Annual Report on Form 10-K, and other filings made by
                the Company with the Securities and Exchange Commission are available
                for
                your review on the Company’s internal employee web site. You may also
                obtain paper copies of these documents upon request to the Company’s HR
                department.
              
              No
                representations or promises are made regarding the duration of your
                employment or service, vesting of the Shares, the value of the Company's
                stock or this grant, or the Company's prospects. The Company provides
                no
                advice regarding tax consequences or your handling of the Shares;
                you
                agree to rely only upon your own personal advisors.**ECLIPSYS
                CORPORATION**
              
              By:
              *Name
                & Title*










**EXHIBIT
      A-3 TO EMPLOYMENT AGREEMENT**




Restricted
      Stock Agreement





**RESTRICTED
      STOCK AGREEMENT**





This
      Restricted Stock Agreement (this **“Agreement”** )
      is made
      as of January __, 2006 by Eclipsys Corporation, a Delaware corporation
      (" **Eclipsys** ")
      and
      John E. Deady (" **Recipient** ")
      to
      govern awards of restricted stock by Eclipsys to Recipient made from time to
      time pursuant to Grant Notices (as defined below) that reference this Agreement
      as governing the awards reflected therein.





**1.**  **Grants
      of Restricted Stock.** From
      time
      to time in its discretion, Eclipsys may grant and issue to Recipient shares
      of
      Eclipsys's common stock that are subject to the restrictions described in,
      and
      other provisions of, this Agreement (the " **Restricted
      Stock** ").
      No
      grants of Restricted Stock are promised by this Agreement. Each grant of
      Restricted Stock will be documented by a written notice delivered by Eclipsys
      to
      Recipient (a **“Grant
      Notice”** )
      stating: (i) that the Restricted Stock described therein is subject to this
      Agreement, (ii) the number of shares of Restricted Stock subject to the grant,
      (iii) the schedule and any other conditions for vesting of the Restricted Stock,
      and (iv) such other terms and conditions applicable to the Restricted Stock
      as
      Eclipsys may determine. As a condition to each grant of Restricted Stock,
      Recipient is required to pay to Eclipsys $.01 by cash or check for each share
      of
      Restricted Stock (the " **Acquisition
      Consideration** ").





**2.**  **Governing
      Plan.** The
      Restricted Stock shall be granted pursuant to and (except as specifically set
      forth herein or in another written agreement between Eclipsys and Recipient)
      subject in all respects to the applicable provisions of the Eclipsys Corporation
      2005 Stock Incentive Plan (or, for inducement grants made in connection with
      commencement of Recipient’s employment, the Eclipsys Corporation 2005 Inducement
      Grant Stock Incentive Plan) or its successor plan (the " **Plan** "),
      which
      are incorporated herein by reference. Terms not otherwise defined in this
      Agreement have the meanings ascribed to them in the Plan.





**3.**  **Restrictions
      on the Restricted Stock.**





(a)  Limitation
      on Transfer .
      No
      share of Restricted Stock (including any shares received by Recipient with
      respect to shares of Restricted Stock as a result of stock dividends, stock
      splits or any other form of recapitalization or a similar transaction affecting
      Eclipsys's securities without receipt of consideration) may be sold, assigned,
      transferred, pledged, hypothecated or otherwise disposed of, alienated or
      encumbered unless and until the conditions to vesting of that share set forth
      in
      the Grant Notice are met and any additional requirements or restrictions
      contained in this Agreement, the Grant Notice or the Plan have been satisfied,
      terminated or expressly waived by Eclipsys in writing. However, this will not
      prohibit nominal transfers of Restricted Stock for estate planning purposes
      that
      do not effect a change in beneficial ownership, if the transferee agrees in
      writing to the terms of this Agreement. Satisfaction of the conditions to
      vesting set forth in the Grant Notice and any additional requirements or
      restrictions contained in this Agreement, and the resulting removal of the
      restrictions imposed hereunder from particular shares of Restricted Stock,
      is
      also referred to as “vesting” of those shares and shares from which the
      restrictions have been removed are referred to as “vested.”




US1DOCS
        5198605v2
 (b)  Cancellation
      of Restricted Stock .
      Notwithstanding Section
      3(a) ,
      but
      subject to the Plan, any applicable Grant Notice, and any other separate written
      agreement between Eclipsys and Recipient, if any Cancellation Event occurs,
      then
      (i) vesting of any shares of Restricted Stock originally scheduled to vest
      after
      the time that Cancellation Event occurred will cease; (ii) any grant insofar
      as
      it relates to Restricted Stock that has not yet vested will be cancelled; (iii)
      unvested Restricted Stock will be forfeited to Eclipsys and all rights of
      Recipient as a stockholder of such shares will cease; (iv) Eclipsys shall be
      obligated to pay to Recipient, by cash or equivalent or by cancellation of
      amounts owed by Recipient to Eclipsys or any Affiliate, the Acquisition
      Consideration per share previously received from Recipient in respect of all
      shares of Restricted Stock that are forfeited to Eclipsys; and (v) Recipient
      shall have no rights to or in respect of shares of Restricted Stock that are
      forfeited to Eclipsys except the right to receive the Acquisition Consideration
      in respect thereof. In case of a Cancellation Event, any partially vested share
      will be rounded up to the nearest whole share for purposes of determining the
      number of shares that are forfeited to Eclipsys. For these purposes, if
      Recipient is an employee of Eclipsys or any of its present or future parent
      or
      subsidiary corporations (each an “ **Affiliate** ”)
      as
      defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
      amended, and any regulations promulgated thereunder (the “ **Code** ”),
      a **“Cancellation
      Event”** means,
      and shall be deemed to occur upon, the cessation of Recipient’s employment with
      Eclipsys or any of its Affiliates or its successor (other than in situations
      in
      which the Recipient is or is becoming a member of the Board of Directors of
      Eclipsys) for any reason, including without limitation resignation by Recipient
      with or without good reason, or termination of employment by Eclipsys or any
      Affiliate or its successor with or without cause. If Recipient is a member
      of
      the Board of Directors of Eclipsys, a Cancellation Event means, and shall be
      deemed to occur upon, cessation of Recipient’s service as a director of
      Eclipsys, unless at the time of such cessation Recipient is then an employee
      of
      Eclipsys or any of its Affiliates, in which case Recipient shall thereafter
      be
      treated as an employee for these purposes.





**4.**  **Voting
      and Other Rights.** During
      the period prior to vesting, except as otherwise provided herein, Recipient
      will
      have all of the rights of a stockholder with respect to all of the Restricted
      Stock, including without limitation the right to vote such Restricted Stock
      and
      the right to receive all dividends or other distributions with respect to such
      Restricted Stock. In connection with the payment of such dividends or other
      distributions, Eclipsys will be entitled to deduct from any amounts otherwise
      payable by Eclipsys to Recipient (including without limitation salary or other
      compensation), except to the extent prohibited by applicable law or regulation,
      any taxes or other amounts required by any governmental authority to be withheld
      and paid over or deposited to such authority for Recipient's
      account.





**5.**  **Handling
      of Shares.**





(a)  Certificates
      or Book Entries .
      Eclipsys may in its discretion issue physical certificates representing
      Restricted Stock, or cause the Restricted Stock to be recorded in book entry
      form and reflected in records maintained by or for Eclipsys. Each certificate
      or
      data base entry representing any unvested portion of any Restricted Stock may
      be
      endorsed with a legend substantially as set forth below, as well as such other
      legends as Eclipsys may deem appropriate to comply with applicable laws and
      regulations:





The
      securities evidenced by this certificate are subject to certain limitations
      on
      transfer and other restrictions as set forth in that certain Restricted Stock
      Agreement, dated as of January __, 2006, between Eclipsys and the holder of
      such
      securities, the Eclipsys Corporation 2005 Stock Incentive Plan or 2005
      Inducement Grant Stock Incentive Plan (copies of which are available for
      inspection at the offices of Eclipsys), and the notice of grant applicable
      to
      the securities.





(b)  Escrow .
      With
      respect to each unvested share of Restricted Stock (including any shares
      received by Recipient with respect to shares of Restricted Stock that have
      not
      yet vested as a result of stock dividends, stock splits or any other form of
      recapitalization or a similar transaction affecting Eclipsys's securities
      without receipt of consideration), the Secretary of Eclipsys, or such other
      escrow holder as the Secretary may appoint, will retain physical custody of
      any
      certificate representing such share until such share vests.





(c) Delivery
      of Certificates .
      As soon
      as practicable after the vesting of any Restricted Stock and upon request by
      Recipient, but subject to Section
      5(d) ,
      Eclipsys will deliver to Recipient or Recipient’s designee a certificate(s) free
      of restrictive legends representing such vested Restricted Stock, or cause
      appropriate book entry or other electronic changes to be made to reflect
      Recipient’s ownership of such vested Restricted Stock free of restrictions, in
      any case net of the number of shares withheld by Eclipsys in payment of tax
      pursuant to Section
      6(a) .





(d)  Conditions
      to Vesting .
      At the
      time for vesting of any shares of Restricted Stock, and as a condition to
      vesting, Recipient must, if requested by Eclipsys, make appropriate
      representations in a form satisfactory to Eclipsys that such Restricted Stock
      will not be sold other than (A) pursuant to an effective registration
      statement under the Securities Act of 1933, as amended, or an applicable
      exemption from the registration requirements of such Act; (B) in compliance
      with all applicable state securities laws and regulations; and (C) in
      compliance with all terms and conditions of the Plan, the applicable Grant
      Notice, any applicable policy of Eclipsys or any of its Affiliates, and any
      other written agreement between Recipient and Eclipsys or any of its
      Affiliates.





**6.**  **Tax
      Matters.**





(a)  Recipient’s
      Tax Obligations. The
      vesting of Restricted Stock generally results in taxable income for employees
      and is subject to appropriate income tax withholding, deposits, or other
      deductions required by applicable laws or regulations. Subject to any separate
      written agreement between Recipient and Eclipsys, Recipient and Recipient’s
      successors will be responsible for all income and other taxes payable as a
      result of grant or vesting of Restricted Stock or otherwise in connection with
      this Agreement. All obligations of Eclipsys or its Affiliates to pay tax
      deposits to any federal, state or other taxing authority as a result of grant
      or
      vesting of Restricted Stock will result in a commensurate obligation of
      Recipient to reimburse Eclipsys or its Affiliate the amount of such tax
      deposits. Such obligation of Recipient shall, unless otherwise specified in
      the
      applicable Grant Notice or in a separate written agreement between Eclipsys
      and
      Recipient, be satisfied by the Recipient forfeiting and Eclipsys deducting
      and
      retaining from the shares vesting at any particular time that number of shares
      with a value equal to the amount of the required minimum tax withholdings that
      Eclipsys or its Affiliate is required to pay as a result of such vesting, with
      such value measured by the same value per share used by Eclipsys or its
      Affiliate to determine its tax deposit obligation and based on the minimum
      statutory withholding rates for federal and state income and payroll tax
      purposes that are applicable to supplemental wages. If Eclipsys or its Affiliate
      is required to pay additional tax deposits after the initial issuance to
      Recipient of the net number of vested shares, Eclipsys or its Affiliate may
      require Recipient to make up the difference in cash. If the tax deposits paid
      are less than Recipient’s tax obligations, Recipient is solely responsible for
      any additional taxes due. If Eclipsys or its Affiliate pays tax deposits in
      excess of Recipient’s tax obligations, Recipient’s sole recourse will be against
      the relevant taxing authorities, and Eclipsys and its Affiliates will have
      no
      obligation to issue additional shares or pay cash to Recipient in respect
      thereof. Recipient is responsible for determining Recipient’s actual income tax
      liabilities and making appropriate payments to the relevant taxing authorities
      to fulfill Recipient’s tax obligations and avoid interest and penalties.





(b)  Section
      83(b) Election .
      Recipient understands that Recipient may make an election pursuant to Section
      83(b) of the Code (by filing an election with the Internal Revenue Service
      within thirty (30) days after the date Recipient acquired the Restricted Stock)
      to include in Recipient's gross income the fair market value (as of the date
      of
      acquisition) of the Restricted Stock. Recipient may make such an election under
      Section 83(b), or comparable provisions of any state tax law, *only
      if,* prior to
      making any such election, Recipient (a) notifies Eclipsys of Recipient's
      intention to make such election, by delivering to Eclipsys a copy of the
      fully-executed Section 83(b) Election Form attached hereto as Exhibit
      A ,
      and
      (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other
      amounts required by any governmental authority to be withheld or paid over
      to
      such authority for Recipient's account, or otherwise makes arrangements
      satisfactory to Eclipsys for the payment of such amounts through withholding
      or
      otherwise. Recipient understands that if Recipient has not made a proper and
      timely Section 83(b) election, at the time the forfeiture restrictions
      applicable to the Restricted Stock lapse, Section 83 will generally provide
      that
      Recipient will recognize ordinary income and be taxed in an amount equal to
      the
      fair market value (as of the date the forfeiture restrictions lapse) of the
      Restricted Stock less the Acquisition Consideration paid for the Restricted
      Stock. For this purpose, the term "forfeiture restrictions" includes the right
      of Eclipsys to cancel the Restricted Stock pursuant to Section
      3 of this
      Agreement. **Recipient
      acknowledges that it is Recipient's sole responsibility, and not the
      responsibility of Eclipsys or any of its Affiliates, to file a timely election
      under Section 83(b), even if Recipient requests Eclipsys or its representative
      to make this filing on Recipient's behalf. Recipient is relying solely on
      Recipient's advisors with respect to the decision as to whether or not to file
      a
      Section 83(b) election.**





**7.**  **Additional
      Agreements**





(a)  Independent
      Advice; No Representations .
      Recipient acknowledges that (i) Recipient was and is free to use professional
      advisors of Recipient’s choice in connection with this Agreement and any grant
      of Restricted Stock, that Recipient understands this Agreement and the meaning
      and consequences of receiving grants of Restricted Stock, and is entering into
      this Agreement freely and without coercion or duress; and (ii) Recipient has
      not
      received and is not relying, and will not rely, upon any advice, representations
      or assurances made by or on behalf of Eclipsys or any Affiliate or any employee
      of or counsel to Eclipsys or any Affiliate regarding any tax or other effects
      or
      implications of the Restricted Stock or other matters contemplated by this
      Agreement or any Grant Notice.





(b)  Value
      of Restricted Stock .
      No
      representations or promises are made to Recipient regarding the value of the
      Restricted Stock or the business prospects of Eclipsys or any Affiliate.
      Recipient acknowledges that information about investment in Eclipsys stock,
      including financial information and related risks, is contained in Eclipsys’s
      SEC reports on Form 10-Q and Form 10-K, which have been made available from
      Eclipsys’s Human Resources department and/or on Eclipsys’s internal web site for
      Recipient’s review at any time before Recipient’s acceptance of this Agreement
      or at any time during Recipient’s employment or service. Further, Recipient
      understands that Eclipsys and its Affiliates and their respective employees,
      counsel and other representatives do not provide tax or investment advice and
      acknowledges Eclipsys’s recommendation that Recipient consult with independent
      specialists regarding such matters. Sale or other transfer of Eclipsys stock
      may
      be limited by and subject to policies of Eclipsys or its Affiliates as well
      as
      applicable securities laws and regulations.





(c)  Merger,
      Consolidation or Reorganization .
      In the
      event of a Reorganization of Eclipsys in which holders of shares of Common
      Stock
      of Eclipsys are entitled to receive in respect of such shares any additional
      shares or new or different shares or securities, cash or other consideration
      (including, without limitation, a different number of shares of Common Stock)
      (" **Exchange
      Consideration** "),
      then
      Recipient will be entitled to receive a proportionate share of the Exchange
      Consideration in exchange for any Restricted Stock that is then still owned
      by
      Recipient and not cancelled; provided that, subject to any Grant Notice or
      other
      separate written agreement between Eclipsys and Recipient, any Exchange
      Consideration issued to Recipient in respect of unvested Restricted Stock will
      be subject to the same restrictions and vesting provisions that were applicable
      to the Restricted Stock in exchange for which the Exchange Consideration was
      issued.





(d)  No
      Right to Continued Employment or Service; No Positive Inference .
      Neither
      this Agreement nor any grant of Restricted Stock confers upon Recipient any
      right to continue as an employee, director or consultant of, or in any other
      relationship with, Eclipsys or its Affiliates, or to any particular employment
      or service tenure or minimum vesting of Restricted Stock, or limits in any
      way
      the right of Eclipsys or its Affiliates to terminate Recipient's services to
      Eclipsys or any of its Affiliates at any time, with or without cause. Restricted
      Stock is to motivate and reward future performance, and no grant of Restricted
      Stock will be interpreted as a reward for past performance that dictates vesting
      in advance of the vesting schedule specified in the applicable Grant Notice,
      or
      an indication that the Recipient has performed well or is entitled to any
      particular employment or service tenure.





**8.**  **General.**





(a)  Successors
      and Assigns .
      This
      Agreement is personal in its nature and Recipient may not assign or transfer
      Recipient’s rights under this Agreement, except as specifically provided herein
      or permitted by Eclipsys in writing.





(b)  Notices . Any
      notices, demands or other communications required or desired to be given by
      any
      party shall be in writing and shall be validly given to another party if served
      personally or if deposited in the United States mail, certified or registered,
      postage prepaid, return receipt requested. If such notice, demand or other
      communication shall be served personally, service shall be conclusively deemed
      made at the time of such personal service. If such notice, demand or other
      communication is given by mail, such notice shall be conclusively deemed given
      forty-eight (48) hours after the deposit thereof in the United States mail
      addressed to the party to whom such notice, demand or other communication is
      to
      be given as hereinafter set forth:




To
      Eclipsys:   Eclipsys,
      Inc.


1750
      Clint Moore Road


Boca
      Raton, Florida 33487


Attention:
      General Counsel





To
      Recipient:  At
      Recipient’s address of record as maintained in Eclipsys’s employment
      files





Any
      party
      may change its address for the purpose of receiving notices, demands and other
      communications by providing written notice to the other party in the manner
      described in this paragraph.





(c)  Entire
      Agreement .
      Except
      as this Agreement and/or another written agreement between Eclipsys and
      Recipient may expressly provide otherwise, this Agreement, the Plan, and any
      Grant Notices constitute the entire agreement and understanding of Eclipsys
      (together with its Affiliates) and Recipient with respect to Restricted Stock,
      and supersede all prior written or verbal agreements and understandings between
      Recipient and Eclipsys (together with its Affiliates) relating to such subject
      matter. Recipient has not received and is not relying upon, and will not rely
      upon, any representations by any employee of or counsel to or other
      representative of Eclipsys or any of its Affiliates in connection with this
      Agreement or any grant of Restricted Stock hereunder. This Agreement may only
      be
      amended by written instrument signed by Recipient and an authorized officer
      of
      Eclipsys.





(d)  Governing
      Law; Severability . **** This
      Agreement will be construed and interpreted under the laws of the State of
      Delaware applicable to agreements executed and to be wholly performed within
      the
      State of Delaware. If any part of this Agreement as applied to any party or
      to
      any circumstance is adjudged by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable for any reason, then (i) the invalidity of that
      part shall in no way affect (to the maximum extent permissible by law) the
      application of such part under circumstances different from those adjudicated
      by
      the court, the application of any other part of this Agreement, or the
      enforceability or invalidity of this Agreement as a whole; and (ii) such part
      shall be deemed amended to the extent necessary to conform to applicable law
      so
      as to be valid, legal, effective and enforceable or, if such part cannot be
      so
      amended without materially altering the intention of the parties, then such
      part
      will be stricken and the remainder of this Agreement shall continue in full
      force and effect.





(e)  Remedies .
      All
      rights and remedies provided pursuant to this Agreement or by law shall be
      cumulative, and no such right or remedy shall be exclusive of any other. A
      party
      may pursue any one or more rights or remedies hereunder or may seek damages
      or
      specific performance in the event of another party’s breach hereunder or may
      pursue any other remedy by law or equity, whether or not stated in this
      Agreement.





(f)  Interpretation . **** Headings
      herein are for convenience of reference only, do not constitute a part of this
      Agreement, and will not affect the meaning or interpretation of this Agreement.
      References herein to Sections are references to the referenced Section hereof,
      unless otherwise specified.





(g)  Waivers;
      Amendments .
      The
      waiver by either party of a breach of any provision of this Agreement shall
      not
      operate or be construed as a waiver of any later breach of that provision.
      This
      Agreement may be modified only by written agreement signed by Recipient and
      Eclipsys.





(h)  Counterparts . **** This
      Agreement may be executed in more than one counterpart, each of which shall
      be
      deemed an original, but all of which together shall constitute but one and
      the
      same instrument. Facsimile or photographic copies of originally signed copies
      of
      this Agreement will be deemed to be originals.





**ECLIPSYS
                CORPORATION**
              
              By:
              Name:
              Title:
            John
                E. Deady








**EXHIBIT
      A**


**to
      Restricted Stock Agreement**





**ELECTION
      TO INCLUDE VALUE OF RESTRICTED PROPERTY**


**IN
      GROSS INCOME IN YEAR OF TRANSFER**


**INTERNAL
      REVENUE CODE § 83(b)**





The
      undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue
      Code
      with respect to the property described below, and supplies the following
      information in accordance with the regulations promulgated
      thereunder:







***1.***  ***Name,
      address and taxpayer identification number of the
      undersigned:***


Taxpayer
      I.D. No.:





***2.***  ***Description
      of property with respect to which the election is being
      made:***


____________
      shares of Common Stock of Eclipsys Corporation, a Delaware corporation (the
      "Company")





***3.***  ***Date
      on which property was transferred:*** **__________**





***4.***  ***Taxable
      year to which this election relates: ________***





***5.***  ***Nature
      of the restrictions to which the property is subject:***


If
      the
      taxpayer's service to the Company terminates for any reason before the Common
      Stock vests, the Company will repurchase the Common Stock from the taxpayer
      at
      $.01 per share. The Common Stock vests according to the following schedule:
      _____________________





The
      Common Stock is non-transferable in the taxpayer's hands, by virtue of language
      to that effect stamped on the stock certificate.





***6.***  ***Fair
      market value of the property:***


The
      fair
      market value at the time of transfer (determined without regard to any
      restrictions other than restrictions that by their terms will never lapse)
      of
      the property with respect to which this election is being made is $_________
      per
      share.





***7.***  ***Amount
      paid for the property:***


The
      amount paid by the taxpayer for said property is $.01 per share.





***8.***  ***Furnishing
      statement to employer:***


A
      copy of
      this statement has been furnished to _______________





Date:   ________________________________


Signature




Printed
      Name





*This
      election must be filed with the Internal Revenue Service Center with which
      taxpayer files his or her Federal income tax returns and must be made within
      thirty (30) days after receipt of the Restricted Stock. This filing should
      be
      made by registered or certified mail, return receipt requested. The taxpayer
      must retain two (2) copies of the completed form, one for filing with his or
      her
      Federal and state tax returns for the current tax year and an additional copy
      for his or her records.*










**EXHIBIT
      A-4 TO EMPLOYMENT AGREEMENT**




2005
      Inducement Grant Stock Incentive Plan





**ECLIPSYS
      CORPORATION**


**2005
      INDUCEMENT GRANT STOCK INCENTIVE PLAN**





**1.**  **Purpose**





The
      purpose of this 2005 Inducement Grant Stock Incentive Plan (the “Plan”) of
      Eclipsys Corporation, a Delaware corporation (the “Company”), is to provide
      terms and conditions to govern inducement grants made by the Company under
      Section 4350(i)(1)(A)(iv) of the NASD Marketplace Rules (“Inducement Grants”).
      Such grants are intended to advance the interests of the Company’s stockholders
      by enhancing the Company’s ability to recruit, retain and motivate persons who
      are expected to make important contributions to the Company and by providing
      such persons with equity ownership opportunities and performance-based
      incentives that are intended to align their interests with those of the
      Company’s stockholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or
      subsidiary corporations as defined in Sections 424(e) or (f) of the
      Internal Revenue Code of 1986, as amended, and any regulations promulgated
      thereunder (the “Code”) and any other business venture (including, without
      limitation, joint venture or limited liability company) in which the Company
      has
      a controlling interest, as determined by the Board of Directors of the Company
      (the “Board”).





**2.**  **Eligibility**





Prospective
      and newly hired employees of the Company are eligible to receive Inducement
      Grants in the form of options, stock appreciation rights, restricted stock,
      restricted stock units and other stock-based awards and commitments therefore
      (each an “Award”) under the Plan. Each person who receives an Award under the
      Plan is deemed a “Participant”.





**3.**  **Administration
      and Delegation**





(a)  Administration
      by Board of Directors .
      The
      Plan will be administered by the Board. The Board shall have authority to grant
      Awards and to adopt, amend and repeal such administrative rules, guidelines
      and
      practices relating to the Plan as it shall deem advisable. The Board may correct
      any defect, supply any omission or reconcile any inconsistency in the Plan
      or
      any Award in the manner and to the extent it shall deem expedient to carry
      the
      Plan into effect and it shall be the sole and final judge of such expediency.
      All decisions by the Board shall be made in the Board’s sole discretion and
      shall be final and binding on all persons having or claiming any interest in
      the
      Plan or in any Award. No director or person acting pursuant to the authority
      delegated by the Board shall be liable for any action or determination relating
      to or under the Plan made in good faith.





(b)  Appointment
      of Committees .
      To the
      extent permitted by applicable law, the Board may delegate any or all of its
      powers under the Plan to one or more committees or subcommittees of the Board
      (a
“Committee”). All references in the Plan to the “Board” shall mean the Board or
      a Committee of the Board or the officers referred to in Section 3(c) to the
      extent that the Board’s powers or authority under the Plan have been delegated
      to such Committee or officers.





(c)  Delegation
      to Officers .
      To the
      extent permitted by applicable law, the Board may delegate to one or more
      officers of the Company the power to grant Awards to employees or officers
      of
      the Company or any of its present or future subsidiary corporations and to
      exercise such other powers under the Plan as the Board may determine, provided
      that the Board shall fix the terms of the Awards to be granted by such officers
      (including the exercise price of such Awards, which may include a formula by
      which the exercise price will be determined) and the maximum number of shares
      subject to Awards that the officers may grant; provided further, however, that
      no officer shall be authorized to grant Awards to any “executive officer” of the
      Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by
      Rule 16a-1 under the Exchange Act).





**4.**  **Stock
      Available for Awards**





(a)  Number
      of Shares .
      Subject
      to adjustment under Section 9, Awards may be made under the Plan for 1,200,000
      shares of common stock, $.01 par value per share, of the Company (the “Common
      Stock”). The Board may in its discretion increase the number of shares of Common
      Stock available for Awards under the Plan from time to time. If any Award
      expires or is terminated, surrendered or canceled without having been fully
      exercised or is forfeited in whole or in part (including as the result of shares
      of Common Stock subject to such Award being repurchased by the Company at the
      original issuance price pursuant to a contractual repurchase right) or results
      in any Common Stock not being issued, the unused Common Stock covered by such
      Award shall again be available for the grant of Awards under the Plan. However,
      in the case of Incentive Stock Options (as hereinafter defined), the foregoing
      provisions shall be subject to any limitations under the Code. SARs (as
      hereinafter defined) to be settled in shares of Common Stock shall be counted
      in
      full against the number of shares available for award under the Plan, regardless
      of the number of shares of Common Stock issued on settlement of the SAR;
      provided, however, that SARs to be settled only in cash shall not be so counted.
      Shares issued under the Plan may consist in whole or in part of authorized
      but
      unissued shares or treasury shares.





(b)  Section
      162(m) Sub-limit .
      Subject
      to adjustment under Section 9, the maximum number of shares of Common Stock
      with
      respect to which Awards may be granted to any Participant under the Plan shall
      be 1,000,000 per calendar year. For purposes of the foregoing limit, the
      combination of an Option (as hereafter defined) in tandem with an SAR shall
      be
      treated as a single Award. The per-Participant limit described in this Section
      4(b)(1) shall be construed and applied consistently with Section 162(m) of
      the
      Code or any successor provision thereto, and the regulations thereunder
      (“Section 162(m)”).





**5.**  **Stock
      Options**





(a)  General .
      The
      Board may grant options to purchase Common Stock (each, an “Option”) and
      determine the number of shares of Common Stock to be covered by each Option,
      the
      exercise price of each Option and the conditions and limitations applicable
      to
      the exercise of each Option, including conditions relating to applicable federal
      or state securities laws, as it considers necessary or advisable. An Option
      which is not intended to be an Incentive Stock Option (as hereinafter defined)
      shall be designated a “Nonstatutory Stock Option”.





(b)  Incentive
      Stock Options .
      An
      Option that the Board intends to be an “incentive stock option” as defined in
      Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to
      employees of Eclipsys Corporation, any of Eclipsys Corporation's present or
      future parent or subsidiary corporations as defined in Sections 424(e) or (f)
      of
      the Code, and any other entities the employees of which are eligible to receive
      Incentive Stock Options under the Code, and shall be subject to and shall be
      construed consistently with the requirements of Section 422 of the Code. The
      Company shall have no liability to a Participant, or any other party, if an
      Option (or any part thereof) that is intended to be an Incentive Stock Option
      is
      not an Incentive Stock Option or for any action taken by the Board pursuant
      to
      Section 10(f), including without limitation the conversion of an Incentive
      Stock
      Option to a Nonstatutory Stock Option.





(c)  Exercise
      Price .
      The
      Board shall establish the exercise price of each Option and specify such
      exercise price in the applicable option agreement; provided, however, that
      the
      exercise price shall not be less than 100% of the Fair Market Value (as defined
      below) at the time the Option is granted.





(d)  Duration
      of Options .
      Each
      Option shall be exercisable at such times and subject to such terms and
      conditions as the Board may specify in the applicable option agreement,
      provided, however, that no Option will be granted for a term in excess of 10
      years.





(e)  Exercise
      of Option .
      Options
      may be exercised by delivery to the Company of a written notice of exercise
      signed by the proper person or by any other form of notice (including electronic
      notice) approved by the Board together with payment in full as specified in
      Section 5(f) for the number of shares for which the Option is exercised. Shares
      of Common Stock subject to the Option will be delivered by the Company following
      exercise either as soon as practicable or, subject to such conditions as the
      Board shall specify, on a deferred basis (with the Company’s obligation to be
      evidenced by an instrument providing for future delivery of the deferred shares
      at the time or times specified by the Board).





(f)  Payment
      Upon Exercise. Common
      Stock purchased upon the exercise of an Option granted under the Plan shall
      be
      paid for as follows:





(1)  in
      cash
      or by check, payable to the order of the Company;





(2)  except
      as
      the Board may otherwise provide in an option agreement, by (i) delivery of
      an
      irrevocable and unconditional undertaking by a creditworthy broker to deliver
      promptly to the Company sufficient funds to pay the exercise price and any
      required tax withholding or (ii) delivery by the Participant to the Company
      of a
      copy of irrevocable and unconditional instructions to a creditworthy broker
      to
      deliver promptly to the Company cash or a check sufficient to pay the exercise
      price and any required tax withholding;





(3)  when
      the
      Common Stock is registered under the Securities Exchange Act of 1934 (the
“Exchange Act”), by delivery of shares of Common Stock owned by the Participant
      valued at their fair market value as determined by (or in a manner approved
      by)
      the Board (“Fair Market Value”), provided (i) such method of payment is then
      permitted under applicable law, (ii) such Common Stock, if acquired directly
      from the Company, was owned by the Participant for such minimum period of time,
      if any, as may be established by the Board in its discretion and (iii) such
      Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting
      or other similar requirements;





(4)  to
      the
      extent permitted by applicable law and by the Board, by (i) delivery of a
      promissory note of the Participant to the Company on terms determined by the
      Board, or (ii) payment of such other lawful consideration as the Board may
      determine; or





(5)  by
      any
      combination of the above permitted forms of payment.





(g)  Substitute
      Options .
      In
      connection with a merger or consolidation of an entity with the Company or
      the
      acquisition by the Company of property or stock of an entity, the Board may
      grant Options in substitution for any options or other stock or stock-based
      awards granted by such entity or an affiliate thereof. Substitute Options may
      be
      granted on such terms as the Board deems appropriate in the circumstances,
      notwithstanding any limitations on Options contained in the other sections
      of
      this Section 5 or in Section 2. Substitute
      Options shall not count against the overall share limit set forth in Section
      4(a), except as may be required by reason of Section 422 and related provisions
      of the Code.





**6.**  **Stock
      Appreciation Rights.**





(a)  General .
      A stock
      appreciation right, or “SAR”, is an Award entitling the holder, upon exercise,
      to receive an amount in Common Stock determined by reference to appreciation,
      from and after the date of grant, in the fair market value of a share of Common
      Stock. The base price from which such appreciation is measured shall not be
      less
      than 100% of the Fair Market Value on the date of grant. The date as of which
      such appreciation or other measure is determined shall be the exercise date.
      SARs granted hereunder shall expire no later than 10 years after the date of
      grant.





(b)  Grants . SARs may
      be granted in tandem with, or independently of, Options granted under the
      Plan.





(1)  Tandem
      Awards *.* When
      SARs
      are expressly granted in tandem with Options, (i) the SAR will be exercisable
      only at such time or times, and to the extent, that the related Option is
      exercisable (except to the extent designated by the Board in connection with
      a
      Reorganization Event or a Change in Control Event) and will be exercisable
      in
      accordance with the procedure required for exercise of the related Option;
      (ii)
      the SAR will terminate and no longer be exercisable upon the termination or
      exercise of the related Option, except to the extent designated by the Board
      in
      connection with a Reorganization Event or a Change in Control Event and except
      that a SAR granted with respect to less than the full number of shares covered
      by an Option will not be reduced until the number of shares as to which the
      related Option has been exercised or has terminated exceeds the number of shares
      not covered by the SAR; (iii) the Option will terminate and no longer be
      exercisable upon the exercise of the related SAR; and (iv) the SAR will be
      transferable only with the related Option.





(2)  Independent
      SARs *.* A
      SAR not
      expressly granted in tandem with an Option will become exercisable at such
      time
      or times, and on such conditions, as the Board may specify in the SAR
      Award.





(c)  Exercise .
      SARs
      may be exercised by delivery to the Company of a written notice of exercise
      signed by the proper person or by any other form of notice (including electronic
      notice) approved by the Board, together with any other documents required by
      the
      Board.





**7.**  **Restricted
      Stock; Restricted Stock Units.**





(a)  General .
      The
      Board may grant Awards entitling recipients to acquire shares of Common Stock
      (“Restricted Stock”), subject to the right of the Company to repurchase all or
      part of such shares at their issue price or other stated or formula price from
      the recipient in the event that conditions specified by the Board in the
      applicable Award are not satisfied prior to the end of the applicable
      restriction period or periods established by the Board for such Award. Instead
      of granting Awards for Restricted Stock, the Board may grant Awards entitling
      the recipient to receive shares of Common Stock to be delivered at the time
      such
      shares of Common Stock vest (“Restricted Stock Units”) (Restricted Stock and
      Restricted Stock Units are each referred to herein as a “Restricted Stock
      Award”).





(b)  Terms
      and Conditions .
      The
      Board shall determine the terms and conditions of a Restricted Stock Award,
      including the conditions for repurchase and the issue price.





(c)  Stock
      Certificates .
      Any
      stock certificates issued in respect of a Restricted Stock Award shall be
      registered in the name of the Participant and, unless otherwise determined
      by
      the Board, deposited by the Participant, together with a stock power endorsed
      in
      blank, with the Company (or its designee). At the expiration of the applicable
      restriction periods, the Company (or such designee) shall deliver the
      certificates no longer subject to such restrictions to the Participant or if
      the
      Participant has died, to the beneficiary designated, in a manner determined
      by
      the Board, by a Participant to receive amounts due or exercise rights of the
      Participant in the event of the Participant’s death (the “Designated
      Beneficiary”). In the absence of an effective designation by a Participant,
“Designated Beneficiary” shall mean the Participant’s estate.





**8.**  **Other
      Stock-Based Awards.**





Other
      Awards of shares of Common Stock, and other Awards that are valued in whole
      or
      in part by reference to, or are otherwise based on, shares of Common Stock
      or
      other property, may be granted hereunder to Participants (“Other Stock Unit
      Awards”), including without limitation Awards entitling recipients to receive
      shares of Common Stock to be delivered in the future. Such Other Stock Unit
      Awards shall also be available as a form of payment in the settlement of other
      Awards granted under the Plan or as payment in lieu of compensation to which
      a
      Participant is otherwise entitled. Other Stock Unit Awards may be paid in shares
      of Common Stock or cash, as the Board shall determine. Subject to the provisions
      of the Plan, the Board shall determine the conditions of each Other Stock Unit
      Awards, including any purchase price applicable thereto.





**9.**  **Adjustments
      for Changes in Common Stock and Certain Other Events.**





(a)  Changes
      in Capitalization .
      In the
      event of any stock split, reverse stock split, stock dividend, recapitalization,
      combination of shares, reclassification of shares, spin-off or other similar
      change in capitalization or event, or any distribution to holders of Common
      Stock other than an ordinary cash dividend, (i) the number and class of
      securities available under this Plan, (ii) the sub-limit set forth in Section
      4(b), (iii) the number and class of securities and exercise price per share
      of
      each outstanding Option, (iv) the share- and per-share provisions of each SAR,
      (v) the repurchase price per share subject to each outstanding Restricted Stock
      Award and (vi) the share- and per-share-related provisions of each outstanding
      Other Stock Unit Award, shall be appropriately adjusted by the Company (or
      substituted Awards may be made, if applicable) to the extent determined by
      the
      Board.





(b)  Reorganization
      and Change in Control Events





(1)  Definitions





(a)  A
      “Reorganization Event” shall mean:





(i)  any
      merger or consolidation of the Company with or into another entity as a result
      of which all of the Common Stock of the Company is converted into or exchanged
      for the right to receive cash, securities or other property or is cancelled;





(ii)  any
      exchange of all of the Common Stock of the Company for cash, securities or
      other
      property pursuant to a share exchange transaction; or





(iii)  any
      liquidation or dissolution of the Company.





(b)  A
“Change
      in Control Event” shall mean:





(i)  the
      acquisition by an individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
      of any capital stock of the Company if, after such acquisition, such Person
      beneficially owns (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) 30% or more of either (x) the then-outstanding shares of Common
      Stock of the Company (the “Outstanding Company Common Stock”) or (y) the
      combined voting power of the then-outstanding securities of the Company entitled
      to vote generally in the election of directors (the “Outstanding Company Voting
      Securities”); provided, however, that for purposes of this subsection (i), the
      following acquisitions shall not constitute a Change in Control Event: (A)
      any
      acquisition directly from the Company (excluding an acquisition pursuant to
      the
      exercise, conversion or exchange of any security exercisable for, convertible
      into or exchangeable for Common Stock or voting securities of the Company,
      unless the Person exercising, converting or exchanging such security acquired
      such security directly from the Company or an underwriter or agent of the
      Company), (B) any acquisition by any employee benefit plan (or related trust)
      sponsored or maintained by the Company or any corporation controlled by the
      Company, (C) any acquisition by any corporation pursuant to a Business
      Combination (as defined below) which complies with clauses (x) and (y) of
      subsection (iii) of this definition or (D) any acquisition by General Atlantic
      Partners 28, L.P., General Atlantic Partners 38, L.P., General Atlantic Partners
      47, L.P., GAP Coinvestment Partners, L.P. and any other entities controlled
      by
      or under common control with any of the foregoing entities, within the meaning
      of the Exchange Act (each such party is referred to herein as an “Exempt
      Person”); or





(ii)  such
      time
      as the Continuing Directors (as defined below) do not constitute a majority
      of
      the Board (or, if applicable, the Board of Directors of a successor corporation
      to the Company), where the term “Continuing Director” means at any date a member
      of the Board (x) who was a member of the Board on the date of the initial
      adoption of this Plan by the Board or (y) who was nominated or elected
      subsequent to such date by at least a majority of the directors who were
      Continuing Directors at the time of such nomination or election or whose
      election to the Board was recommended or endorsed by at least a majority of
      the
      directors who were Continuing Directors at the time of such nomination or
      election; provided, however, that there shall be excluded from this clause
      (y)
      any individual whose initial assumption of office occurred as a result of an
      actual or threatened election contest with respect to the election or removal
      of
      directors or other actual or threatened solicitation of proxies or consents,
      by
      or on behalf of a person other than the Board; or





(iii)  the
      consummation of a merger, consolidation, reorganization, recapitalization or
      share exchange involving the Company or a sale or other disposition of all
      or
      substantially all of the assets of the Company (a “Business Combination”),
      unless, immediately following such Business Combination, each of the following
      two conditions is satisfied: (x) all or substantially all of the individuals
      and
      entities who were the beneficial owners of the Outstanding Company Common Stock
      and Outstanding Company Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, more than 50% of the
      then-outstanding shares of common stock and the combined voting power of the
      then-outstanding securities entitled to vote generally in the election of
      directors, respectively, of the resulting or acquiring corporation in such
      Business Combination (which shall include, without limitation, a corporation
      which as a result of such transaction owns the Company or substantially all
      of
      the Company’s assets either directly or through one or more subsidiaries) (such
      resulting or acquiring corporation is referred to herein as the “Acquiring
      Corporation”) in substantially the same proportions as their ownership of the
      Outstanding Company Common Stock and Outstanding Company Voting Securities,
      respectively, immediately prior to such Business Combination and (y) no Person
      (excluding the Exempt Persons and any employee benefit plan (or related trust)
      maintained or sponsored by the Company or by the Acquiring Corporation)
      beneficially owns, directly or indirectly, 30% or more of the then-outstanding
      shares of common stock of the Acquiring Corporation, or of the combined voting
      power of the then-outstanding securities of such corporation entitled to vote
      generally in the election of directors (except to the extent that such ownership
      existed prior to the Business Combination); or





(iv)  the
      liquidation or dissolution of the Company.





(c)  “Good
      Reason” shall have the meaning set forth in any employment agreement or
      severance agreement between the Company and the Participant, or in the absence
      of such a definition, shall mean any significant diminution in the Participant’s
      title, authority, or responsibilities from and after such Reorganization Event
      or Change in Control Event, as the case may be, or any reduction in the annual
      cash compensation payable to the Participant from and after such Reorganization
      Event or Change in Control Event, as the case may be.





(d)  “Cause”
      shall have the meaning set forth in any employment agreement or severance
      agreement between the Company and the Participant, or in the absence of such
      a
      definition, shall mean any (i) willful failure by the Participant, which failure
      is not cured within 30 days of written notice to the Participant from the
      Company, to perform his or her material responsibilities to the Company or
      (ii)
      willful misconduct by the Participant which affects the business reputation
      of
      the Company. The Participant shall be considered to have been discharged for
      “Cause” if the Company determines, within 30 days after the Participant’s
      resignation, that discharge for Cause was warranted.





(2)  Effect
      on Options




(a)  Reorganization
      Event .
      Upon
      the occurrence of a Reorganization Event (regardless of whether such event
      also
      constitutes a Change in Control Event), or the execution by the Company of
      any
      agreement with respect to a Reorganization Event (regardless of whether such
      event will result in a Change in Control Event), the Board shall provide that
      all outstanding Options shall be assumed, or equivalent options shall be
      substituted, by the acquiring or succeeding corporation (or an affiliate
      thereof); provided that if such Reorganization Event also constitutes a Change
      in Control Event, except to the extent specifically provided to the contrary
      in
      the instrument evidencing any Option or any other agreement between a
      Participant and the Company, such assumed or substituted options shall be
      immediately exercisable in full if, on or prior to the first anniversary of
      the
      date of the consummation of the Reorganization Event, the Participant’s
      employment with the Company or the acquiring or succeeding corporation is
      terminated for Good Reason by the Participant or is terminated without Cause
      by
      the Company or the acquiring or succeeding corporation. For purposes hereof,
      an
      Option shall be considered to be assumed if, following consummation of the
      Reorganization Event, the Option confers the right to purchase, for each share
      of Common Stock subject to the Option immediately prior to the consummation
      of
      the Reorganization Event, the consideration (whether cash, securities or other
      property) received as a result of the Reorganization Event by holders of Common
      Stock for each share of Common Stock held immediately prior to the consummation
      of the Reorganization Event (and if holders were offered a choice of
      consideration, the type of consideration chosen by the holders of a majority
      of
      the outstanding shares of Common Stock); provided, however, that if the
      consideration received as a result of the Reorganization Event is not solely
      common stock of the acquiring or succeeding corporation (or an affiliate
      thereof), the Company may, with the consent of the acquiring or succeeding
      corporation, provide for the consideration to be received upon the exercise
      of
      Options to consist solely of common stock of the acquiring or succeeding
      corporation (or an affiliate thereof) equivalent in value (as determined by
      the
      Board) to the per share consideration received by holders of outstanding shares
      of Common Stock as a result of the Reorganization Event.





Notwithstanding
      the foregoing, if the acquiring or succeeding corporation (or an affiliate
      thereof) does not agree to assume, or substitute for, such Options, or in the
      event of a liquidation or dissolution of the Company, the Board shall, upon
      written notice to the Participants, provide that all then unexercised Options
      will become exercisable in full as of a specified time prior to the
      Reorganization Event and will terminate immediately prior to the consummation
      of
      such Reorganization Event, except to the extent exercised by the Participants
      before the consummation of such Reorganization Event; provided, however, in
      the
      event of a Reorganization Event under the terms of which holders of Common
      Stock
      will receive upon consummation thereof a cash payment for each share of Common
      Stock surrendered pursuant to such Reorganization Event (the “Acquisition
      Price”), then the Board may instead provide that all outstanding Options shall
      terminate upon consummation of such Reorganization Event and that each
      Participant shall receive, in exchange therefor, a cash payment equal to the
      amount (if any) by which (A) the Acquisition Price multiplied by the number
      of
      shares of Common Stock subject to such outstanding Options (whether or not
      then
      exercisable), exceeds (B) the aggregate exercise price of such
      Options.





(b)  Change
      in Control Event that is not a Reorganization Event .
      Upon
      the occurrence of a Change in Control Event that does not also constitute a
      Reorganization Event, except to the extent specifically provided to the contrary
      in the instrument evidencing any Option or any other agreement between a
      Participant and the Company, all Options then outstanding shall automatically
      become immediately exercisable in full if, on or prior to the first anniversary
      of the date of the consummation of the Change in Control Event, the
      Participant’s employment with the Company or the acquiring or succeeding
      corporation is terminated for Good Reason by the Participant or is terminated
      without Cause by the Company or the acquiring or succeeding
      corporation.





(3)  Effect
      on Restricted Stock Awards





(a)  Reorganization
      Event that is not a Change in Control Event .
      Upon
      the occurrence of a Reorganization Event that is not a Change in Control Event,
      the repurchase and other rights of the Company under each outstanding Restricted
      Stock Award shall inure to the benefit of the Company’s successor and shall
      apply to the cash, securities or other property which the Common Stock was
      converted into or exchanged for pursuant to such Reorganization Event in the
      same manner and to the same extent as they applied to the Common Stock subject
      to such Restricted Stock Award.





(b)  Change
      in Control Event .
      Upon
      the occurrence of a Change in Control Event (regardless of whether such event
      also constitutes a Reorganization Event), except to the extent specifically
      provided to the contrary in the instrument evidencing any Restricted Stock
      Award
      or any other agreement between a Participant and the Company, all restrictions
      and conditions on all Restricted Stock Awards then outstanding shall
      automatically be deemed terminated or satisfied if, on or prior to the first
      anniversary of the date of the consummation of the Change of Control Event,
      the
      Participant’s employment with the Company or the acquiring or succeeding
      corporation is terminated for Good Reason by the Participant or is terminated
      without Cause by the Company or the acquiring or succeeding
      corporation.





(4)  Effect
      on Stock Appreciation Rights and Other Stock Unit Awards


The
      Board
      may specify in an Award at the time of the grant the effect of a Reorganization
      Event and Change in Control Event on any SAR and Other Stock Unit
      Award.





**10.**  **General
      Provisions Applicable to Awards**





(a)  Transferability
      of Awards .
      Awards
      shall not be sold, assigned, transferred, pledged or otherwise encumbered by
      the
      person to whom they are granted, either voluntarily or by operation of law,
      except by will or the laws of descent and distribution or, other than in the
      case of an Incentive Stock Option, pursuant to a qualified domestic relations
      order, and, during the life of the Participant, shall be exercisable only by
      the
      Participant; provided, however, that the Board may permit or provide in an
      Award
      for the gratuitous transfer of the Award by the Participant to or for the
      benefit of any immediate family member, family trust or family partnership
      established solely for the benefit of the Participant and/or an immediate family
      member thereof if, with respect to such proposed transferee, the Company would
      be eligible to use a Form S-8 for the registration of the sale of the Common
      Stock subject to such Award under the Securities Act of 1933, as amended;
      provided, further, that the Company
      shall not be required to recognize any such transfer until such time as the Participant
      and such
      permitted transferee shall, as a condition to such transfer, deliver to the
      Company a written instrument in form and substance satisfactory to the Company
      confirming that such transferee shall be bound by all of the terms and
      conditions of the Award. References to a Participant, to the extent relevant
      in
      the context, shall include references to authorized transferees.





(b)  Documentation .
      Each
      Award shall be evidenced in such form (written, electronic or otherwise) as
      the
      Board shall determine. Each Award may contain terms and conditions in addition
      to those set forth in the Plan.





(c)  Board
      Discretion .
      Except
      as otherwise provided by the Plan, each Award may be made alone or in addition
      or in relation to any other Award. The terms of each Award need not be
      identical, and the Board need not treat Participants uniformly.





(d)  Termination
      of Status .
      The
      Board shall determine the effect on an Award of the disability, death,
      retirement, authorized leave of absence or other change in the employment or
      other status of a Participant and the extent to which, and the period during
      which, the Participant, or the Participant’s legal representative, conservator,
      guardian or Designated Beneficiary, may exercise rights under the
      Award.





(e)  Withholding .
      Each
      Participant shall pay to the Company, or make provision satisfactory to the
      Company for payment of, any taxes required by law to be withheld in connection
      with an Award to such Participant. Except as the Board may otherwise provide
      in
      an Award, for so long as the Common Stock is registered under the Exchange
      Act,
      Participants may satisfy such tax obligations in whole or in part by delivery
      of
      shares of Common Stock, including shares retained from the Award creating the
      tax obligation, valued at their Fair Market Value; provided, however, except
      as
      otherwise provided by the Board, that the total tax withholding where stock
      is
      being used to satisfy such tax obligations cannot exceed the Company’s minimum
      statutory withholding obligations (based on minimum statutory withholding rates
      for federal and state tax purposes, including payroll taxes, that are applicable
      to such supplemental taxable income). Shares surrendered to satisfy tax
      withholding requirements cannot be subject to any repurchase, forfeiture,
      unfulfilled vesting or other similar requirements. The Company may, to the
      extent permitted by law, deduct any such tax obligations from any payment of
      any
      kind otherwise due to a Participant.





(f)  Amendment
      of Award .
      The
      Board may amend, modify or terminate any outstanding Award, including but not
      limited to, substituting therefor another Award of the same or a different
      type,
      changing the date of exercise or realization, and converting an Incentive Stock
      Option to a Nonstatutory Stock Option, provided that the Participant’s consent
      to such action shall be required unless the Board determines that the action,
      taking into account any related action, would not materially and adversely
      affect the Participant.





(g)  Conditions
      on Delivery of Stock .
      The
      Company will not be obligated to deliver any shares of Common Stock pursuant
      to
      the Plan or to remove restrictions from shares previously delivered under the
      Plan until (i) all conditions of the Award have been met or removed to the
      satisfaction of the Company, (ii) in the opinion of the Company’s counsel,
      all other legal matters in connection with the issuance and delivery of such
      shares have been satisfied, including any applicable securities laws and any
      applicable stock exchange or stock market rules and regulations, and (iii)
      the
      Participant has executed and delivered to the Company such representations
      or
      agreements as the Company may consider appropriate to satisfy the requirements
      of any applicable laws, rules or regulations.





(h)  Acceleration .
      The
      Board may at any time provide that any Award shall become immediately
      exercisable in full or in part, free of some or all restrictions or conditions,
      or otherwise realizable in full or in part, as the case may be.





(i)  Performance
      Conditions .





(1)  This
      Section 10(i) shall be administered by a Committee approved by the Board, all
      of
      the members of which are “outside directors” as defined by Section 162(m) (the
“Section 162(m) Committee”).





(2)  Notwithstanding
      any other provision of the Plan, if the Section 162(m) Committee determines,
      at
      the time a Restricted Stock Award or Other Stock Unit Award is granted to a
      Participant, that such Participant is, or may be as of the end of the tax year
      in which the Company would claim a tax deduction in connection with such Award,
      a Covered Employee (as defined in Section 162(m)), then the Section 162(m)
      Committee may provide that this Section 10(i) is applicable to such
      Award.





(3)  If
      a
      Restricted Stock Award or Other Stock Unit Award is subject to this Section
      10(i), then the lapsing of restrictions thereon and the distribution of cash
      or
      Shares pursuant thereto, as applicable, shall be subject to the achievement
      of
      one or more objective performance goals established by the Section 162(m)
      Committee, which shall be based on the relative or absolute attainment of
      specified levels of one or any combination of the following: (a) earnings per
      share, (b) return on average equity or average assets with respect to a
      pre-determined peer group, (c) earnings, (d) earnings growth, (e) revenues,
      (f)
      expenses, (g) stock price, (h) market share, (i) return on sales, assets, equity
      or investment, (j) regulatory compliance, (k) improvement of financial ratings,
      (l) achievement of balance sheet or income statement objectives, (m) total
      shareholder return, (n) net operating profit after tax, (o) pre-tax or after-tax
      income or (p) cash flow, and may be absolute in their terms or measured against
      or in relationship to other companies comparably, similarly or otherwise
      situated. Such performance goals may be adjusted to exclude any one or more
      of
      (i) extraordinary items, (ii) gains or losses on the dispositions of
      discontinued operations, (iii) the cumulative effects of changes in accounting
      principles, (iv) the writedown of any asset, and (v) charges for restructuring
      and rationalization programs. Such performance goals: (i) may vary by
      Participant and may be different for different Awards; (ii)
      may
      be particular to a Participant or the department, branch, line of business,
      subsidiary or other unit in which the Participant works and may cover such
      period as may be specified by the Section 162(m) Committee; and
      (iii) shall be
      set by the Section 162(m) Committee within the time period prescribed by, and
      shall otherwise comply with the requirements of, Section 162(m).





(4)  Notwithstanding
      any provision of the Plan, with respect to any Restricted Stock Award or Other
      Stock Unit Award that is subject to this Section 10(i), the Section 162(m)
      Committee may adjust downwards, but not upwards, the cash or number of Shares
      payable pursuant to such Award, and the Section 162(m) Committee may not waive
      the achievement of the applicable performance goals except in the case of the
      death or disability of the Participant.





(5)  The
      Section 162(m) Committee shall have the power to impose such other restrictions
      on Awards subject to this Section 10(i) as it may deem necessary or appropriate
      to ensure that such Awards satisfy all requirements for “performance-based
      compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any
      successor provision thereto.





**11.**  **Miscellaneous**





(a)  No
      Right To Employment or Other Status .
      No
      person shall have any claim or right to be granted an Award, and the grant
      of an
      Award shall not be construed as giving a Participant the right to continued
      employment or any other relationship with the Company. The Company expressly
      reserves the right at any time to dismiss or otherwise terminate its
      relationship with a Participant free from any liability or claim under the
      Plan,
      except as expressly provided in the applicable Award or another written
      agreement between the Company and the Participant.





(b)  No
      Rights As Stockholder .
      Subject
      to the provisions of the applicable Award, no Participant or Designated
      Beneficiary shall have any rights as a stockholder with respect to any shares
      of
      Common Stock to be distributed with respect to an Award until becoming the
      record holder of such shares. Notwithstanding the foregoing, in the event the
      Company effects a split of the Common Stock by means of a stock dividend and
      the
      exercise price of and the number of shares subject to such Option are adjusted
      as of the date of the distribution of the dividend (rather than as of the record
      date for such dividend), then an optionee who exercises an Option between the
      record date and the distribution date for such stock dividend shall be entitled
      to receive, on the distribution date, the stock dividend with respect to the
      shares of Common Stock acquired upon such Option exercise, notwithstanding
      the
      fact that such shares were not outstanding as of the close of business on the
      record date for such stock dividend.





(c)  Effective
      Date and Term of Plan .
      The
      Plan shall become effective on the date on which it is adopted by the Board.
      No
      Awards shall be granted under the Plan after the completion of 10 years from
      the
      date on which the Plan was adopted by the Board, but Awards previously granted
      may extend beyond that date.





(d)  Amendment
      of Plan .
      The
      Board may amend, suspend or terminate the Plan or any portion thereof at any
      time, subject to any requirements of Section 162(m) for an Award granted to
      a
      Participant that is intended to comply with Section 162(m), and subject to
      any
      applicable laws or regulations. In addition, if at any time the approval of
      the
      Company’s stockholders is required as to any other modification or amendment,
      the Board may not effect such modification or amendment without such approval.





(e)  Provisions
      for Foreign Participants .
      The
      Board may modify Awards or Options granted to Participants who are foreign
      nationals or employed outside the United States or establish subplans or
      procedures under the Plan to recognize differences in laws, rules, regulations
      or customs of such foreign jurisdictions with respect to tax, securities,
      currency, employee benefit or other matters.





(f)  Compliance
      With Code Section 409A .
      No
      Award shall provide for deferral of compensation that does not comply with
      Section 409A of the Code, unless the Board, at the time of grant, specifically
      provides that the Award is not intended to comply with Section 409A of the
      Code.





(g)  Governing
      Law .
      The
      provisions of the Plan and all Awards made hereunder shall be governed by and
      interpreted in accordance with the laws of the State of Delaware, excluding
      choice-of-law principles of the law of such state that would require the
      application of the laws of a jurisdiction other than such state.





Adopted
      by the Board of Directors


on
      October __, 2005



















***EXHIBIT
      B TO EMPLOYMENT AGREEMENT***




Agreement
      re Specified Acts





**Agreement
      Re Specified Acts**




This
      Agreement re Specified Acts is made effective as of January __, 2006 by and
      between Eclipsys Corporation, a Delaware corporation (hereinafter referred
      to
      collectively with any of its subsidiaries as the “ **Company** ”),
      and
      John E. Deady (“ **Executive** ”).




The
      Company and Executive are parties to that certain Employment Agreement of even
      date herewith (the “ **Employment
      Agreement** ”)
      pursuant to which the Company employs Executive as its Executive Vice President.
      Executive is receiving a grant of stock options to purchase up to 400,000 shares
      of Common Stock of the Company and a grant of 100,000 shares of Common Stock
      of
      the Company that are subject to contractual restrictions, as described in the
      Employment Agreement (the “ **Initial
      Grants** ”),
      and
      Executive may become entitled to certain severance benefits described in the
      Employment Agreement (the “ **Severance
      Package** ”
or
      the
“ **Change
      in Control Benefits** ”).
      In
      addition, Executive may receive additional grants of stock options, restricted
      stock, or other equity-based awards, and may become entitled to additional
      severance benefits. It is a condition of Executive’s employment that Executive
      enter into this Agreement with the Company. Accordingly, the Company and
      Executive hereby agree as follows:




**1.
      Specified Acts.**




(a)  If,
      at
      any time during Executive’s employment with the Company or during the 730-day
      period following the termination or cessation of Executive’s employment with the
      Company for any reason, Executive commits any Specified Act (as defined below),
      then notwithstanding any agreement or plan provision to the contrary, the
      Company may in its discretion, at any time or from time to time during the
      Evaluation Period related to that Specified Act (as defined below), (i) cancel
      in whole or part the Initial Grants and/or any other award of stock options
      or
      restricted stock or any other award made at any time to Executive under any
      equity incentive plan of the Company (each an **“Award”** ),
      whether or not vested, and/or (ii) rescind some or all of any vesting, exercise,
      payment or delivery that occurred or occurs or is scheduled to occur pursuant
      to
      the Initial Grants or any other Award within 730 days before the earlier of
      the
      Specified Act or the termination of Executive’s employment, or at any time after
      the Specified Act, and/or (iii) cease paying or providing any or all of the
      Severance Package or the Change in Control, and/or (iv) demand that Executive
      return to the Company any portion of the Severance Package or the Change in
      Control Benefits previously paid, provided that cessation of payment pursuant
      to
      item (iii) and/or demand for return pursuant to item (iv) shall only apply
      to
      portions of the Severance Package or Change in Control Benefits in excess of
      $150,000, which $150,000 shall be consideration for the release signed as
      required by the Employment Agreement as a condition to payment of the Severance
      Package or the Change in Control Benefits.




(b)  The
      Company shall notify Executive in writing of any exercise of any of its rights
      under Section
      1(a) within
      the Evaluation Period related to the Specified Act triggering the Company’s
      rights.




(c)  If
      the
      Company rescinds some or all of any vesting, exercise or delivery pursuant
      to Section
      1(a)(ii) ,
      then
      within ten days after receiving from the Company the notice described in Section
      1(b) ,
      Executive shall be obligated to pay to the Company the gross amount of any
      gain
      realized or payment received as a result of the cancelled Award or rescinded
      vesting, exercise, payment or delivery. Such payment shall be made by returning
      to the Company all shares of capital stock that Executive purchased or otherwise
      received in connection with the cancelled Award or rescinded vesting, exercise,
      payment or delivery, or if such shares or any interest therein have been
      transferred by Executive, then by paying to the Company, by wire transfer of
      immediately available funds, the fair market value of such shares at the time
      of
      the transfer. For this purpose, in the case of publicly traded shares, the
      value
      of shares will be measured by the price for which Executive sold the shares
      in a
      bona fide arm’s length transaction, or if the shares or interests therein were
      transferred otherwise than by a bona fide arm’s length sale, then by the closing
      price of the shares on the Nasdaq National Market or other primary market or
      exchange upon which the shares trade on the trading day immediately preceding
      the date of the transfer. Executive will cease to have any rights under any
      Award, vesting, exercise, payment or delivery to the extent cancelled or
      rescinded pursuant to this Agreement. Any payment of the exercise price for
      stock options or purchase price for restricted stock previously made by
      Executive to the Company in connection with an Award or vesting, exercise,
      payment or delivery that is cancelled or rescinded pursuant to this Agreement
      will be returned by the Company to Executive (without interest), at the time
      Executive returns the shares or makes payment pursuant to Section
      1(c) ,
      including, at the Company's discretion, by offset against any amounts payable
      by
      Executive to the Company or any of the Company’s subsidiaries.




(d)  If
      the
      Company demands return of previously paid portions of the Severance Package
      or
      the Change in Control Benefits pursuant to Section
      1(a)(iv) ,
      then
      within ten days after receiving from the Company the notice described in Section
      1(b) ,
      Executive shall pay to the Company, by wire transfer of immediately available
      funds, an amount equal to the aggregate cost to the Company of any parts of
      the
      Severance Package or the Change in Control Benefits previously provided to
      Executive by the Company that the Company demands be returned.




(e)  Upon
      and
      as a condition to vesting, exercise, payment or delivery of shares or cash
      pursuant to any Award, a Recipient shall, if required by the Administrator,
      certify on a form acceptable to the Company that he has not committed any
      Specified Act. For purposes of this Agreement, the Company will be deemed to
      have been aware of Specified Act only after the completion of any investigation
      or inquiry and only when the Company has clear and convincing evidence thereof.
      For this purpose, suspicion is not awareness.




(f)  For
      these
      purposes:




(i)  **“Evaluation
      Period”** related
      to a Specified Act means the period beginning with that Specified Act and ending
      not later than the later of 365 days after such Specified Act, or, if later,
      180
      days after the Company became aware of such Specified Act.





(ii)  **“Specified
      Act”** means
      Employee (A) has a Specified Relationship with a Designated Company (as those
      terms are defined below), or (B) violates in any material respect any material
      contractual obligation or legal duty to the Company and, if such violation
      of
      contractual obligation or legal duty is susceptible of cure fails to cure such
      violation within 30 days of written demand by the Company for cure, provided
      that the final determination that such a violation of contractual obligation
      or
      legal duty has occurred and not been cured within such 30-day notice period
      must
      be made by the Company’s board of directors after giving Executive an
      opportunity to be heard.





(iii)  “ **Specified
      Relationship** ”
with
      a
      Designated Company means acting as an owner, partner, officer, director, or
      employee of, or consultant or advisor (paid or unpaid) or lender to, or investor
      in, that Designated Company, except that ownership of not more than 1% of the
      outstanding stock of a Designated Company, in and of itself, will not be a
      Specified Relationship.





(iv)  “ **Designated
      Company** ”
means
      at any time of determination any of the entities listed on the Current Version
      of Schedule
      A to this
      Agreement and any Affiliate of any of such entities regardless of when formed.
      At no time may there be more than ten Designated Companies listed on Schedule
      A ,
      and if
      any version of Schedule
      A lists
      more than ten companies, then only the first ten listed on Schedule
      A ,
      reading
      left to right, top to bottom, will be Designated Companies pursuant to that
      schedule, but Affiliates of the listed entities will be Designated Companies
      but
      will not be counted for purposes of this ten-entity limit. In addition, each
      of
      the following shall be a Designated Company, in addition to the Designated
      Companies listed on Schedule
      A and not
      subject to the ten-entity limit: (i) any entity that is a successor to or
      transferee of any significant part of the business or assets of an entity listed
      on the Current Version; and (ii) any entity that first engages in competitive
      activity following the date of the Current Version. For this purpose, an entity
      first engages in competitive activity when it openly begins to provide or pursue
      any goods or services or line of business that is competitive in any material
      way with any goods or services or line of business provided or being pursued,
      or
      for which plans were being made, during Executive’s tenure with the Company. The
“ **Current
      Version** ”
of Schedule
      A is the
      version attached to this Agreement at the date of its execution unless and
      until Schedule
      A is
      modified as set forth in paragraph 1(f)(iv)(A) or 1(f)(iv)(B) below. The Current
      Version need not be the same as the list of competitors specified by the Company
      for any agreement entered into by the Company or any of its affiliates with
      any
      other employee that is similar to this Agreement.




(A)  At
      any
      time and from time to time from the date hereof until the date seven days
      following the termination of Executive’s employment for any reason, but not more
      than once in any period of 180 days, the Company may, in its discretion, by
      written notice to Executive, modify the Current Version to include any company
      or companies that the Company in its discretion deems to be engaged in or
      planning any activity that is competitive with the Company’s business as
      conducted or planned, subject to the overall limit of ten, and that modified
      version of the schedule will then be the Current Version unless and until
      further modified pursuant to this paragraph 1(f)(iv)(A) or paragraph
      1(f)(iv)(B).




(B)  Not
      more
      than once in any period of 180 days, Executive may by written demand require
      the
      Company to provide an updated Current Version. In response, within seven days
      of
      receipt of Executive’s demand, the Company must deliver to Executive an updated
      Current Version or ratify in writing the then-existing Current Version. Any
      such
      updated Current Version may include, in the Company’s discretion, any company or
      companies that the Company in its discretion deems to be engaged in or planning
      any activity that is competitive with the Company’s business as conducted or
      planned, subject to the overall limit of ten. The Company may elect to deliver
      an updated Current Version in response to Executive’s demand even if the Company
      has modified the schedule in its own discretion within the preceding 180 days,
      but in any case the Current Version provided by the Company in response to
      Executive’s demand (whether updated or ratified) will trigger a new 180-day
      waiting period before the Company may again modify the schedule in its
      discretion pursuant to paragraph 1(f)(iv)(A). Any Current Version resulting
      from
      the process described in this paragraph 1(f)(iv)(B) will be the Current Version
      unless and until further modified pursuant to this paragraph 1(f)(iv)(B) or
      paragraph 1(f)(iv)(A).





(v)  “ **Affiliate** ”
of
      an
      entity means any controlling, controlled by or under common control with such
      entity.





(g)  Executive
      understands and agrees that (i) his entering into this Agreement is a material
      inducement to the Company to employ him on the terms described in the Employment
      Agreement; (ii) the Initial Grants and any other equity that the Company may
      grant to Executive, the Severance Package and the Change in Control Benefits
      (other than the first $200,000 thereof) are intended not only to motivate and
      reward Executive’s performance, but also to compensate Executive for not
      engaging in any specified Act; (iii) Executive is not restricted by this
      Agreement from engaging in any Specified Act, and Executive is willing to accept
      the potential economic consequences under this Agreement of engaging in any
      Specified Act; (iv) Executive’s livelihood does not depend upon his ability to
      engage in any Specified Act; and (v) Executive shall not bring or participate
      in
      any action challenging the, validity, legality, effectiveness or enforceability
      of any part of this Agreement.





**2.**  **General
      Provisions.**




(a)  No
      Contract of Employment .
      This
      Agreement does not constitute a contract of employment, either express or
      implied, and does not imply that the Company will continue the Executive’s
      employment for any period of time. This Agreement shall in no way alter the
      Company’s policy of employment at will, under which both Executive and the
      Company remain free to terminate the employment relationship, with or without
      cause, at any time, with or without notice. Any change or changes in Executive’s
      duties, salary or compensation after the signing of this Agreement shall not
      affect the validity or scope of this Agreement.




(b)  Entire
      Agreement .
      This
      Agreement sets forth the entire understanding of Executive and the Company
      regarding the subject matter hereof, and supersedes all prior agreements,
      written or oral, between the Executive and the Company relating to the subject
      matter hereof. However, it does not replace or supersede the Employment
      Agreement, any agreements documenting equity awards to Executive, any policies
      of the Company or agreements entered into by Executive providing for
      confidentiality, non-disclosure or assignment of developments, all of which
      remain in full force and effect. This Agreement may not be modified, changed
      or
      discharged in whole or in part, except by an agreement in writing signed by
      the
      Executive and the Company.




(c)  Interpretation .
      If any
      provision of this Agreement is found by any court of competent jurisdiction
      to
      be unenforceable, it shall be interpreted to apply only to the extent that
      it is
      enforceable.




(d)  Severability .
      If any
      part of this Agreement as applied to any party or to any circumstance is
      adjudged by a court of competent jurisdiction to be invalid, illegal, void
      or
      unenforceable for any reason, then (i) the invalidity of that part shall in
      no
      way affect (to the maximum extent permissible by law) the application of such
      part under circumstances different from those adjudicated by the court, the
      application of any other part of this Agreement, or the enforceability or
      invalidity of this Agreement as a whole; and (ii) such part shall be deemed
      amended to the extent necessary to conform to applicable law so as to be valid,
      legal, effective and enforceable or, if such part cannot be so amended without
      materially altering the intention of the parties, then such part will be
      stricken and the remainder of this Agreement shall continue in full force and
      effect.




(e)  Waiver .
      No
      delay or omission by the Company in exercising any right under this Agreement
      will operate 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 to or waiver of any right on any other
      occasion.




(f)  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of both parties and
      their respective successors and assigns, including any corporation or entity
      with which or into which the Company may be merged or which may succeed to
      its
      assets or business.




(g)  Subsidiaries
      and Affiliates .
      Executive expressly consents to be bound by the provisions of this Agreement
      for
      the benefit of the Company or any subsidiary or affiliate thereof to whose
      employ the Executive may be transferred without the necessity that this
      Agreement be re-signed at the time of such transfer.




(h)  Remedies
      not Limited .
      This
      Agreement and the Company’s enforcement hereof are not intended to be exclusive
      remedies and will not limit any other remedies that may be available to the
      Company at law or in equity as a result of or in connection with any violation
      by Executive of any contractual obligation or legal duty to the Company or
      any
      subsidiary or affiliate thereof.




(i)  Governing
      Law, Forum and Jurisdiction .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida (without reference to its conflicts of law provisions). If
      any
      judicial or administrative proceeding or claim relating to or pertaining to
      this
      Agreement is initiated by either party hereto, such proceeding or claim shall
      and must be filed in a state or federal court located in Palm Beach County
      or
      Miami-Dade County, Florida, and the Company and Executive each consents to
      the
      jurisdiction of such a court.




(j)  Attorneys’
      Fees **.** In
      the
      event that either party brings a legal action against
      the other in connection with this Agreement ,
      the
      party, if either, that is judicially determined to be the prevailing party
      in
      such action shall be entitled to recover his or its reasonable attorney’s fees
      and legal costs incurred in connection with such action.




(k)  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.




In
      witness whereof, the Company and Executive have entered into this Agreement
      as
      of the date above set forth.




**ECLIPSYS
                CORPORATION**
              
              By:_______________________
              Name:
                R. Andrew Eckert
              Title:
                Chairman & CEO
            _________________________
              John
                E. Deady








**Schedule
      A To Agreement Re Specified Acts**









Designated
      Companies




[
      * ]























***EXHIBIT
      C TO EMPLOYMENT AGREEMENT***




Release




**RELEASE**





This
      Release (this “ **Release** ”)
      is
      entered into as of _______________, by John E. Deady(“ **Executive** ”)
      in
      favor of Eclipsys Corporation (“Eclipsys” or the “Company”) and certain other
      parties as set forth herein.





Contingent
      upon Executive’s execution and delivery to the Company of this Release, and the
      effectiveness of this Release following the lapse without revocation of any
      revocation period, the Company is obligated to provide to Executive the
“ **Severance
      Package** ”
as
      defined in and pursuant to that certain Employment Agreement entered into as
      of
      January __, 2006 by and between Executive and the Company (the “ **Employment
      Agreement** ”).
      In
      consideration of Executive’s right to receive the Severance Package, Executive
      hereby agrees as follows:





1.  **Termination
      Date** .
      The
      effective date of Executive’s termination of employment with the Company is
      ________________.





2.  **Release** .





(a)
      As of
      the Effective Date (as defined below), Executive, for Executive and Executive’s
      assigns, heirs, executors, successors and administrators, hereby fully and
      unconditionally releases the Company, its subsidiaries and other affiliates,
      their respective successors, and the officers, directors, employees,
      stockholders, attorneys and agents of each of them (the “ **Released
      Parties** ”),
      from
      any and all claims, causes of action, rights, agreements, obligations,
      liabilities, and expenses (including attorneys’ fees and costs), of every kind
      and nature, whether known or unknown, suspected or unsuspected, liquidated
      or
      unliquidated, arising out of, relating to or in any way connected with
      Executive’s employment with or separation from the Company (the “ **Released
      Matters** ”).
      The
      Released Matters include, but are not limited to, claims for wrongful
      termination, breach of contract, breach of the covenant of good faith and fair
      dealing, tort, intentional or negligent infliction of emotional distress,
      defamation, invasion of privacy, fraud, negligent misrepresentation, violation
      of or rights under local, state or federal law, ordinance or regulation, all
      common law claims, and all claims to any non-vested ownership interest in the
      Company, contractual or otherwise, including but not limited to claims to
      non-vested stock or non-vested stock options. However, Released Matters do
      not
      include, and nothing in this Release waives or releases or prevents Executive
      from in any way pursuing any rights or claims Executive may have (i) to
      indemnity and defense from the Company pursuant to provisions of the Company’s
      charter documents, any contract of indemnity, or applicable law; (ii) to
      coverage under policies of insurance maintained by the Company (including
      without limitation insurance covering directors’ and officers’ liability,
      fiduciary liability, employment practices liability, general liability, and
      automobile damage and liability) according to the terms of such policies; (iii)
      to the Accrued Amounts and Severance Package *[or
      substitute Change in Control Benefits, if appropriate]* as
      defined in the Employment Agreement; (iv) to reimbursement of expenses properly
      incurred by Executive in the course of his service to the Company; (v) under
      plans or contracts governing equity awards made to Executive; (vi) as a former
      employee under the Company’s retirement and welfare plans under which Executive
      is a beneficiary or in which Executive is a participant, including without
      limitation the Company’s 401(k) plan and plans or policies or insurance
      providing for health care; or (vi) as a stockholder of the Company.




(b)
      Executive acknowledges and agrees that the releases made herein constitute
      final
      and complete releases of the Released Parties with respect to all Released
      Matters, and that by signing this Release, Executive is forever giving up the
      right to sue or attempt to recover money, damages or any other relief from
      the
      Released Parties for all claims Executive has or may have with respect to the
      Released Matters (even if any such claim is unforeseen as of the date hereof).





(c) *[insert
      the following or other state equivalent if appropriate]* Executive
      represents and warrants that Executive understands California Civil Code
      Section 1542, which provides as follows:





"A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR."





Executive,
      being aware of Section 1542, hereby expressly waives any and all rights
      Executive may have thereunder as well as under any other statute or common
      law
      principles of similar effect under the laws of any state or the United States.
      This Release shall act as a release of all future claims that may arise from
      the
      Released Matters, whether such claims are currently known or unknown, foreseen
      or unforeseen including, without limitation, any claims for damages incurred
      at
      any time after the date of this Release resulting from the acts or omissions
      which occurred on or before the date of this Release of any of the Released
      Parties.


Thus,
      notwithstanding the provisions of Section 1542, and for the purpose of
      implementing a full and complete release and discharge of the Released Parties,
      Executive expressly acknowledges that this Release is intended to include in
      its
      effect, without limitation, all Released Matters which Executive does not know
      or suspect to exist in his favor at the time of execution hereof, and that
      this
      Release contemplates the extinguishment of all such Released
      Matters.





3.  **No
      Claims.** Executive represents and warrants that Executive has not instituted any
      complaints, charges, lawsuits or other proceedings against any Released Parties
      with any governmental agency, court, arbitration agency or tribunal. Executive
      further agrees that, except to the extent that applicable law prohibits such
      agreements, Executive will not, directly or indirectly, (i) file, bring,
      cause to be brought, join or participate in, or provide any assistance in
      connection with any complaint, charge, lawsuit or other proceeding or action
      against any Released Parties at any time hereafter for any Released Matters,
      (ii) assist, encourage, or support employees or former employees or
      stockholders or former stockholders of Eclipsys or any of its affiliates in
      connection with any lawsuit, charge, claim or action they may initiate, unless
      compelled to testify by appropriate civil processes; or (iii) defend any
      action, proceeding or suit in whole or in part on the grounds that any or all
      of
      the terms or provisions of this Release are illegal, invalid, not binding,
      unenforceable or against public policy. In addition, Executive will refrain
      from
      bringing or dismiss, as applicable, any claim against any third party if any
      Released Party would be required to defend or indemnify that third party in
      connection with such claim. If any agency or court assumes jurisdiction of
      any
      complaint, charge, or lawsuit against Eclipsys or any Released Party, on
      Executive’s behalf, Executive agrees to immediately notify such agency or court,
      in writing, of the existence of this Release, including providing a copy of
      it
      and to request, in writing, that such agency or court dismiss the matter with
      prejudice.





4.  **Non-Disclosure
      and Non-Solicitation** .
      Executive acknowledges and reaffirms his obligation to keep confidential all
      non-public information concerning the Company which he acquired during the
      course of his employment with the Company and his post-employment obligations
      to
      refrain from soliciting the Company’s employees or clients, as stated more fully
      in the Confidentiality, Non-Disclosure and Developments Agreement Executive
      executed in connection with the inception of his employment, which remains
      in
      full force and effect. Executive also acknowledges the Agreement re Specified
      Acts entered into between Executive and the Company in connection with the
      inception of his employment, which remains in full force and effect.





5.  **Return
      of Company Property** .
      Executive shall immediately return to the Company all keys, files, records
      (and
      copies thereof), equipment (including, but not limited to, computer hardware,
      software and printers, wireless handheld devices, cellular phones, pagers,
      etc.), Company identification, Company vehicles and any other Company-owned
      property in his possession or control. Executive confirms that he has left,
      and
      will continue to leave, intact all electronic Company documents, including
      but
      not limited to those Executive developed or helped develop during his
      employment. Executive further confirms that he has cancelled or shall
      immediately cancel 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.





6.  **Business
      Expenses and Compensation** .
      Executive acknowledges that he has been reimbursed by the Company for all costs
      and business expenses incurred in conjunction with the performance of his
      employment and that no other reimbursements are owed to him, except for
      unreimbursed expenses properly incurred by him in the course of his service
      to
      the Company that he submits within 30 days after the date of this Release.
      Executive further acknowledges that he has received payment in full for all
      services rendered in conjunction with his employment by the Company and that
      no
      other compensation is owed to his, other than the Accrued Amounts and the
      Severance Package as defined in the Employment Agreement.





7.  **Non-Disparagement** .
      Executive shall not make any false, disparaging or derogatory statements to
      any
      media outlet, industry group, financial institution or current or former
      employee, consultant, or customer of the Company, or any other third party,
      regarding any Released Party.





8.  **Amendment** .
      This
      Release is binding upon Executive and may not be modified in any manner, except
      by an instrument in writing of concurrent or subsequent date signed by Executive
      and a duly authorized representative of Eclipsys. This Release is binding upon
      Executive and his assigns, heirs, executors, successors and administrators,
      and
      shall inure to the benefit of all the Released Parties.





9.  **Waiver
      of Rights** .
      No
      delay or omission by the Company in exercising any right under this Release
      shall operate as a waiver of that or any other right. A waiver or consent given
      by the Company on any one occasion shall be effective only in that instance
      and
      shall not be construed as a bar or waiver of any right on any other
      occasion.





10.  **Validity** .
      If any
      part of this Release is determined by any court of competent jurisdiction to
      be
      void, illegal, invalid or unenforceable, the legality, validity and
      enforceability of the remaining parts shall not be affected thereby and said
      void, illegal, invalid or unenforceable part shall be deemed not to be a part
      of
      this Release.





11.  **Nature
      of Agreement** .
      This
      Release is part of a severance arrangement and does not constitute an admission
      of liability or wrongdoing on the part of Executive, the Company or any other
      person.





12.  **Acknowledgments** .
      Executive acknowledges that he has been given at least twenty-one (21) days
      to
      consider this Release and that the Company advised him to consult with an
      attorney of his own choosing prior to signing this Release. Executive
      understands that he may revoke this Release for a period of seven (7) days
      after
      its execution and delivery. The eighth (8 th )
      day
      after Executive’s execution and delivery of this Release will be its
“ **Effective
      Date.** ”
This
      Release will be effective and enforceable beginning on the Effective Date unless
      Executive delivers written revocation of this Release to the Company’s Chief
      Executive Officer and General Counsel, or persons acting in those capacities,
      before the Effective Date, in which case this Release will be of no force or
      effect. Executive understands and agrees that by entering into this Release
      he
      is waiving any and all rights or claims he might have under The Age
      Discrimination in Employment Act, as amended by The Older Workers Benefit
      Protection Act, and that he has received consideration beyond that to which
      he
      was previously entitled.





13.  **Voluntary
      Assent** .
      -
      Executive represents and agrees that he fully understands his right to discuss,
      and that Eclipsys has advised Executive to discuss, all aspects of this Release
      with Executive’s private attorney, that Executive has carefully read and fully
      understands all the provisions of the Release, that Executive understands its
      final and binding effect, that Executive is competent to sign this Release
      and
      that Executive is voluntarily entering into this Release. Executive specifically
      agrees not to claim, and has waived any right to claim, to have been under
      duress in connection with the review, negotiation, execution and delivery of
      this Release.





14.  **Applicable
      Law** .
      This
      Release shall be interpreted and construed in accordance with the laws of the
      State of Florida, without regard to conflict of laws provisions.





15.  **Entire
      Agreement** .
      This
      Release contains and constitutes the entire understanding and agreement between
      Executive and the Company regarding the matters set forth herein, but provisions
      of other agreements between Executive and the Company (including without
      limitation the Employment Agreement, the Restricted Stock Agreement, the
      Agreement re Specified Acts, and grant notices for equity awards) that by their
      nature or terms are intended to survive termination of employment will continue
      in effect. Executive represents and agrees that in executing this Release
      Executive relies solely upon his own judgment, belief and knowledge, and the
      advice and recommendations of any independently selected counsel, concerning
      the
      nature, extent and duration of Executive’s rights and claims. Executive
      acknowledges that no other individual has made any promise, representation
      or
      warranty, express or implied, not contained in this Release, to induce Executive
      to execute this Release. Executive further acknowledges that Executive is not
      executing this Release in reliance on any promise, representation, or warranty
      not contained in this Release.





In
      witness whereof, Executive has executed this Release as of the date above
      written.





________________________


John
      E.
      Deady


US1DOCS
        5148638v2





**EXHIBIT
      D TO EMPLOYMENT AGREEMENT**





Definition
      of Change in Control




“ Change
      in Control ”
means
      an event or occurrence set forth in any one or more of subsections (a) through
      (d) below (including an event or occurrence that constitutes a Change in Control
      under one of such subsections but is specifically exempted from another such
      subsection) that occurs during the Term of Employment:





(a)  the
      acquisition by an individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “ Exchange
      Act ”))
      (a
“ Person ”)
      of
      beneficial ownership of any capital stock of the Company if, after such
      acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) 30% or more of either (x) the
      then-outstanding shares of common stock of the Company (the “ Outstanding
      Company Common Stock ”)
      or (y)
      the combined voting power of the then-outstanding securities of the Company
      entitled to vote generally in the election of directors (the “ Outstanding
      Company Voting Securities ”); provided , however ,
      that
      for purposes of this subsection (a), the following acquisitions shall not
      constitute a Change in Control: (i) any acquisition directly from the Company
      (excluding an acquisition pursuant to the exercise, conversion or exchange
      of
      any security exercisable for, convertible into or exchangeable for common stock
      or voting securities of the Company, unless the Person exercising, converting
      or
      exchanging such security acquired such security directly from the Company or
      an
      underwriter or agent of the Company), (ii) any acquisition by the Company,
      (iii)
      any acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company or any corporation controlled by the Company, (iv)
      any
      acquisition by any corporation pursuant to a transaction which complies with
      clauses (i) and (ii) of subsection (c) below; or (v) any acquisition by
      General Atlantic Partners 28, L.P., General Atlantic Partners 38, L.P., General
      Atlantic Partners 47, L.P., GAP Coinvestment Partners, L.P., General Atlantic
      Partners, LLC, and any person directly or indirectly controlled (within the
      meaning of Rule 12b-2 promulgated under the Exchange Act) by any of the
      foregoing entities described in this clause (v) (each such party is referred
      to
      herein as an “ Exempt
      Person ”)
      of any
      shares of Common Stock; or




(b)  such
      time
      as the Continuing Directors (as defined below) do not constitute a majority
      of
      the Board (or, if applicable, the Board of Directors of a successor corporation
      to the Company), where the term “ Continuing
      Director ”
means
      at any date a member of the Board (i) who was a member of the Board on the
      date
      of the execution of this Agreement or (ii) who was nominated or elected
      subsequent to such date by at least a majority of the directors who were
      Continuing Directors at the time of such nomination or election or whose
      election to the Board was recommended or endorsed by at least a majority of
      the
      directors who were Continuing Directors at the time of such nomination or
      election; provided , however ,
      that
      there shall be excluded from this clause (ii) any individual whose initial
      assumption of office occurred as a result of an actual or threatened election
      contest with respect to the election or removal of directors or other actual
      or
      threatened solicitation of proxies or consents, by or on behalf of a person
      other than the Board; or




(c)  the
      consummation of a merger, consolidation, reorganization, recapitalization or
      statutory share exchange involving the Company or a sale or other disposition
      of
      all or substantially all of the assets of the Company in one or a series of
      transactions (a “ Business
      Combination ”),
      unless, immediately following such Business Combination, each of the following
      two conditions is satisfied: (i) all or substantially all of the individuals
      and
      entities who were the beneficial owners of the Outstanding Company Common Stock
      and Outstanding Company Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, more than 50% of the
      then-outstanding shares of common stock and the combined voting power of the
      then-outstanding securities entitled to vote generally in the election of
      directors, respectively, of the resulting or acquiring corporation in such
      Business Combination (which shall include, without limitation, a corporation
      which as a result of such transaction owns the Company or substantially all
      of
      the Company’s assets either directly or through one or more subsidiaries) (such
      resulting or acquiring corporation is referred to herein as the “ Acquiring
      Corporation ”)
      in
      substantially the same proportions as their ownership, immediately prior to
      such
      Business Combination, of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities, respectively; and (ii) no Person (excluding the
      Acquiring Corporation, any employee benefit plan (or related trust) maintained
      or sponsored by the Company or by the Acquiring Corporation, or any Exempt
      Person) beneficially owns, directly or indirectly, 30% or more of the then
      outstanding shares of common stock of the Acquiring Corporation, or of the
      combined voting power of the then-outstanding securities of such corporation
      entitled to vote generally in the election of directors (except to the extent
      that such ownership existed prior to the Business Combination); or




(d)  approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company.







***EXHIBIT
      E TO EMPLOYMENT AGREEMENT***







Confidentiality,
      Non-disclosure and Developments Agreement





**CONFIDENTIALITY,
      NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT**




This
      Confidentiality, Non-Disclosure and Developments Agreement is made as of January
      __, 2006 by and between Eclipsys Corporation, a Delaware corporation
      headquartered in Florida (hereinafter referred to collectively with any of
      its
      subsidiaries as the “Company”), and John E. Deady (the “Employee”).




WHEREAS,
      the Company desires to employ the Employee;




THEREFORE,
      IN CONSIDERATION of the employment of the Employee by the Company, the Employee
      and the Company agree as follows:




1.  Condition
      of Employment .




The
      Employee acknowledges that his employment with the Company is contingent upon his agreement to sign and adhere to the provisions of this Confidentiality,
      Non-Disclosure and Developments Agreement (“Agreement”).




2.  Proprietary
      and Confidential Information .




(a)  The
      Employee agrees that all information, whether or not in writing, of a private,
      secret or confidential nature concerning the Company’s business, business
      relationships or financial affairs (collectively, “Proprietary Information”) is
      and shall be the exclusive property of the Company. By way of illustration,
      but
      not limitation, Proprietary Information may include discoveries, inventions,
      products, product improvements, product enhancements, processes, methods,
      techniques, formulas, compositions, compounds, negotiation strategies and
      positions, projects, developments, plans (including business and marketing
      plans), research data, clinical data, financial data (including sales costs,
      profits, pricing methods), personnel data, computer programs (including software
      used pursuant to a license agreement), customer and supplier lists, and contacts
      at or knowledge of customers or prospective customers of the Company. The
      Employee will not disclose any Proprietary Information to any person or entity
      other than employees of the Company or use the same for any purposes (other
      than
      in the performance of his duties
      as an employee of the Company) without written approval by an officer of the
      Company, either during or after his employment with the Company, unless and until such Proprietary Information
      has
      become public knowledge without fault by the Employee.




(b)  The
      Employee agrees that all files, documents, letters, memoranda, reports, records,
      data, sketches, drawings, models, laboratory notebooks, program listings,
      computer equipment or devices, computer programs or other written, photographic,
      or other tangible material containing Proprietary Information, whether created
      by the Employee or others, which shall come into his custody
      or possession, shall be and are the exclusive property of the Company to be
      used
      by the Employee only in the performance of his duties
      for the Company and shall not be copied or removed from the Company premises
      except in the pursuit of the business of the Company. All such materials or
      copies thereof and all tangible property of the Company in the custody or
      possession of the Employee shall be delivered to the Company, upon the earlier
      of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Employee shall not retain any such
      materials or copies thereof or any such tangible property.




(c)  The
      Employee agrees that his obligation not to disclose or to use information and materials of the types
      set
      forth in paragraphs 2(a) and 2(b) above, and his obligation to return materials and tangible property set forth in paragraph
      2(b)
      above also extends to such types of information, materials and tangible property
      of customers of the Company or suppliers to the Company or other third parties
      who may have disclosed or entrusted the same to the Company or to the
      Employee.




3.  Developments .


(a)  The
      Employee will make full and prompt disclosure to the Company of all inventions,
      creations, improvements, discoveries, trade secrets, secret processes,
      technology, know-how, methods, developments, software, and works of authorship
      or other creative works, whether patentable or not, which are created, made,
      conceived or reduced to practice by him or under
      his direction or jointly with others during his employment by the Company, whether or not during normal working hours or on
      the
      premises of the Company (all of which are collectively referred to in this
      Agreement as “Developments”).




(b)  Employee
      agrees to assign and does hereby assign to the Company (or any person or entity
      designated by the Company) all his right,
      title and interest in and to all Developments and all related patents, patent
      applications, copyrights and copyright applications. However, this
      paragraph 3(b) shall not apply to Developments that do not relate to the
      present or planned business or research and development of the Company and
      which
      are made and conceived by the Employee not during normal working hours, not
      on
      the Company’s premises and not using the Company’s tools, devices, equipment or
      Proprietary Information. The Employee understands that, to the extent this
      Agreement shall be construed in accordance with the laws of any state that
      precludes a requirement in an employee agreement to assign certain classes
      of
      inventions made by an employee, this paragraph 3(b) shall be interpreted
      not to apply to any invention that a court rules and/or the Company agrees
      falls
      within such classes. In addition, for purposes of California law, this provision
      shall apply only to the maximum extent permitted by Section 2870 of the
      California Labor Code (attached hereto as Attachment
      A ).
      The
      Employee understands that the provisions of this Agreement requiring assignment
      of Developments to the Company do not apply to any invention that qualifies
      fully under the provisions of California Labor Code Section 2870. The Employee
      agrees to advise the Company promptly in writing of any invention that
      he believes
      meets the criteria in Section 2870 that are not otherwise disclosed on Attachment
      B .
      The
      Employee also hereby waives all claims to moral rights in any Developments.




(c)  The
      Employee agrees to cooperate fully with the Company and to take such further
      actions as may be necessary or desirable, both during and after his employment with the Company, with respect to the procurement, maintenance and
      enforcement of copyrights, patents and other intellectual property rights (both
      in the United States and foreign countries) relating to Developments. The
      Employee shall sign all papers, including, without limitation, copyright
      applications, patent applications, declarations, oaths, formal assignments,
      assignments of priority rights, and powers of attorney, which the Company may
      deem necessary or desirable in order to protect its rights and interests in
      any
      Development. The Employee further agrees that if the Company is unable, after
      reasonable effort, to secure the signature of the Employee on any such papers,
      any executive officer of the Company shall be entitled to execute any such
      papers as the agent and the attorney-in-fact of the Employee, and the Employee
      hereby irrevocably designates and appoints each executive officer of the Company
      as his agent
      and attorney-in-fact to execute any such papers on his behalf,
      and to take any and all actions as the Company may deem necessary or desirable
      in order to protect its rights and interests in any Development, under the
      conditions described in this sentence.




4.  Other
      Agreements .




The
      Employee hereby represents that, except as the Employee has disclosed in writing
      to the Company, the Employee is not bound by the terms of any agreement with
      any
      previous employer or other party to refrain from using or disclosing any trade
      secret or confidential or proprietary information in the course of
      his employment with the Company, to refrain from competing, directly or indirectly,
      with the business of such previous employer or any other party, or to refrain
      from soliciting employees, customers or suppliers of such previous employer
      or
      other party. The Employee further represents that his performance of all the terms of this Agreement and the performance of
      his duties
      as an employee of the Company do not and will not breach any agreement with
      any
      prior employer or other party to which the Employee is a party (including
      without limitation any non-disclosure or non-competition agreement), and that
      the Employee will not disclose to the Company or induce the Company to use
      any
      confidential or proprietary information or material belonging to any previous
      employer or others.




5.  United
      States Government Obligations .




The
      Employee acknowledges that the Company from time to time may have agreements
      with other
      persons or with the United States Government, or agencies thereof, which impose
      obligations or restrictions on the Company regarding inventions made during
      the
      course of work under such agreements or regarding the confidential nature of
      such work. The Employee agrees to be bound by all such obligations and
      restrictions that are made known to the Employee and to take all action
      necessary to discharge the obligations of the Company under such
      agreements.





6.  Non-Solicitation .




While
      employed by the Company, the Employee shall devote all of his business
      time, attention, skill and effort to the faithful performance of his duties
      for the Company. F or
      a
      period of 1 year after the termination or cessation of Employee’s employment for
      any reason, the Employee will not, in the geographical areas that the Company
      or
      any of its subsidiaries does business or has done business at the time of
      Employee’s departure, directly or indirectly:




(a)  Either
      alone or in association with others (i) solicit, recruit, induce, or attempt
      to
      solicit, recruit or induce, or permit any organization directly or indirectly
      controlled by the Employee to solicit, recruit, induce, or attempt to solicit,
      recruit or induce any employee of the Company to leave the employ of the
      Company, or (ii) solicit, recruit, induce, or attempt to solicit, recruit or
      induce for employment, or permit any organization directly or indirectly
      controlled by the Employee to solicit, recruit, induce, or attempt to solicit,
      recruit or induce for employment, any person who was employed by the Company
      at
      any time during the term of the Employee’s employment with the Company;
      provided, that this clause (ii) shall not apply to any individual's employment
      with the Company, which has been terminated for a period of six months or
      longer; or


(b)  Either
      alone or in association with others, solicit, divert or take away, or attempt
      to
      solicit, divert or take away, or permit any organization directly or indirectly
      controlled by the Employee to solicit, divert or take away, or attempt to
      solicit, divert or take away, the business or patronage of any of the clients,
      customers or accounts, or prospective clients, customers or accounts, of the
      Company, which were contacted, solicited or served by the Company at any time
      during the term of the Employee’s employment with the Company.




7.  Not
      An
      Employment Contract .




The
      Employee acknowledges that this Agreement does not constitute a contract of
      employment, either express or implied, and does not imply that the Company
      will
      continue the Employee’s employment for any period of time. This Agreement shall
      in no way alter the Company’s policy of employment at will, under which both the
      Employee and the Company remain free to terminate the employment relationship,
      with or without cause, at any time, with or without notice.




8.  General
      Provisions .




(a)  No
      Conflict .
      The
      Employee represents that the execution and performance by him of this
      Agreement does not and will not conflict with or breach the terms of any other
      agreement by which the Employee is bound.




(b)  Entire
      Agreement .
      This
      Agreement supersedes all prior agreements, written or oral, between the Employee
      and the Company relating to the subject matter of this Agreement. This Agreement
      may not be modified, changed or discharged in whole or in part, except by an
      agreement in writing signed by the Employee and the Company. The Employee agrees
      that any change or changes in his duties,
      salary or compensation after the signing of this Agreement shall not affect
      the
      validity or scope of this Agreement.




(c)  Interpretation .
      If the
      Employee violates the provisions of Section 6 of this Agreement, the Employee
      shall continue to be bound by the restrictions set forth in Section 6 until
      a
      period of 1 year has expired without any violation of such provisions. If any
      restriction set forth in Section 6 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.




(d)  Severability .
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect or impair the validity or enforceability of any other provision of this
      Agreement.




(e)  Waiver .
      No
      delay or omission by the Company in exercising any right under this Agreement
      will operate 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 to or waiver of any right on any other
      occasion.




(f)  Employee
      Acknowledgment and Equitable Remedies .
      The
      Employee acknowledges that the restrictions contained in this Agreement are
      necessary for the protection of the business and goodwill of the Company and
      considers the restrictions to be reasonable for such purpose. The Employee
      agrees that any breach of this Agreement is likely to cause the Company
      substantial and irrevocable damage and that therefore, in the event of any
      breach of this Agreement, the Employee agrees that the Company, in addition
      to
      such other remedies that may be available, shall be entitled to specific
      performance and other injunctive relief without posting a bond.




(g)  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of both parties and
      their respective successors and assigns, including any corporation or entity
      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 the Employee are
      personal and shall not be assigned by the Employee.




(h)  Subsidiaries
      and Affiliates .
      The
      Employee expressly consents to be bound by the provisions of this Agreement
      for
      the benefit of the Company or any subsidiary or affiliate thereof to whose
      employ the Employee may be transferred without the necessity that this Agreement
      be re-signed at the time of such transfer.




(i)  Governing
      Law, Forum and Jurisdiction .
      This
      Agreement shall be governed by and construed as a sealed instrument under and
      in
      accordance with the laws of the State of California (without reference to the
      conflicts of law provisions thereof). Any action, suit, or other legal
      proceeding that is commenced to resolve any matter arising under or relating
      to
      any provision of this Agreement shall be commenced only in a court in the City
      and County of San Francisco, California (or, if appropriate, a federal court
      located within the City and County of San Francisco, California), and the
      Company and the Employee each consents to the jurisdiction of such a
      court.




(j)  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.




THE
      EMPLOYEE ACKNOWLEDGES THAT HE HAS
      CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE
      PROVISIONS IN THIS AGREEMENT.




**ECLIPSYS
                CORPORATION**
              
              By:_______________________
              Name:
                R. Andrew Eckert
              Title:
                Chairman & CEO
            _________________________
              John
                E. Deady










**Attachment
      A**


**CALIFORNIA
      LABOR CODE SECTION 2870**


**INVENTION
      ON OWN TIME - EXEMPTION FROM AGREEMENT**





**(a)**  **Any
      provision in an employment agreement which provides that an employee shall
      assign, or offer to assign, any of his** **rights
      in an invention to his** **employer
      shall not apply to an invention that the employee developed entirely on
      his** **own time without using the employer’s equipment, supplies, facilities, or trade
      secret information except for those inventions that
      either:**




***(1)***  ***Relate
      at the time of conception or reduction to practice of the invention to the***    ***employer’s
      business, or actual or demonstrably anticipated research or***     ***development
      of the employer, or***




(2)  Result
      from any work performed by the employee for his employer.





**(b)**  **To
      the extent a provision in an employment agreement purports to require an
      employee to assign an invention otherwise excluded from being required to be
      assigned under subdivision (a), the provision is against the public policy
      of
      this state and is unenforceable.**







**Attachment
      B**


**LIST
      OF PRIOR INVENTIONS**


**AND
      ORIGINAL WORKS OF AUTHORSHIP**





**Title**
            **Date**
            **Identifying
                Number or Brief Description**




No
      inventions or improvements






Additional
      Sheets Attached






Signature
      of Employee:






Printed
      Name of Employee:  John
      E.
      Deady




Date:  January
      __. 2006