EX-10.1


    CHD
      MERIDIAN HEALTHCARE, LLC

    40
      Burton Hills Boulevard, #200

    Nashville,
      TN 37215

    


    


    August
      19, 2005

    


    E.
      Stuart
      Clark

    


    


    Re: Termination
      of Employment

    


    Dear
      Stuart:

    


    Upon
      your
      acceptance of this letter, please allow it to serve as a binding agreement
      (the
“Agreement”)
      between
      you, on the one hand, and CHD Meridian Healthcare, LLC and its subsidiary and
      affiliated companies (collectively, “CHD
      Meridian”),
      on the
      other hand, with respect to the termination of your employment with CHD Meridian
      and the other issues addressed in this Agreement. 

    


    1. Termination;
      Transition; Severance. 

    


    (a) Termination.
      Your
      employment at CHD Meridian under the terms of the Employment Agreement dated
      January 1, 2000, as amended on January 26, 2005 (collectively, the “Employment
      Agreement”),
      which
      is attached to this Agreement as Exhibit
      A,
      will
      terminate on the earlier of: (1) September 30, 2005; and (2) the date specified
      in a written notice from CHD Meridian indicating that your employment is
      terminating, which date will be at least one week after the date you receive
      the
      notice. The date on which your employment terminates is referred to as the
      “Termination
      Date.”

    


    (b) Transition.
      Through
      the Termination Date, you will continue to conduct the duties commensurate
      with
      your position and such other duties as may be assigned to you by the Chief
      Executive Officer of CHD Meridian in the Chief Executive Officer’s reasonable
      discretion. Following the Termination Date and during the Severance Period
      (as
      defined below), you will make yourself available to answer questions concerning
      your duties while employed by CHD Meridian. 

    


    (c) Severance. 

    


    (1) Subject
      to Section 1(c)(3), you will be entitled to a severance allowance equal to
      $92,500 payable over six months (the “Severance
      Period”)
      not
      inclusive of any accrued and unused Paid Time Off available to you under CHD
      Meridian’s policies on the Termination Date, less deductions for federal and/or
      state income tax withholding, FICA, and any other deductions from wages required
      by law or regulation. The Severance Period will begin the day following the
      Termination Date. The severance allowance will be paid in 13 equal installments
      in approximately the same intervals and with approximately the same frequency
      as
      CHD Meridian’s normal pay periods. The first such installment will be payable on
      CHD Meridian’s regular payday next following the Termination Date. 

     

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    (2) Subject
      to Section 1(c)(3) and provided you exercise your COBRA continuation rights
      under CHD Meridian’s group health insurance plan in which you participate on the
      Termination Date, CHD Meridian will provide to you COBRA continuation coverage
      during the Severance Period at no cost to you. The payment of any COBRA
      continuation premiums following the expiration or termination of the Severance
      Period is your sole responsibility, without any further notice from CHD
      Meridian. 

    


    (3) To
      the
      extent that you secure new employment before the expiration of the Severance
      Period, CHD Meridian will discontinue and retain thereafter any payment not
      yet
      paid under this Section 1(c).

    


    2. General
      Releases.
      Prior to
      the Termination Date, you will execute a General Release in favor of CHD
      Meridian in the form of Exhibit
      B attached
      to this Agreement, and CHD Meridian will execute a General Release in favor
      of
      you in the form of Exhibit
      C
      attached
      to this Agreement. 

    


    3. No
      Further Benefits or Obligations.
      As of
      the date hereof, you will be entitled to receive from CHD Meridian only the
      benefits set forth and incorporated by reference in this Agreement. Except
      as
      set forth or incorporated by reference in this Agreement, neither you nor CHD
      Meridian will have any further obligations to the other. 

    


    4. Indemnification.
      Following the Termination Date, as a former officer of CHD Meridian you are
      entitled to indemnification as provided by I-trax, Inc.’s Certificate of
      Incorporation and Bylaws, as amended from time to time.

    


    5. Conditions
      of Benefits.
      CHD
      Meridian will provide to you the rights, payments and benefits set forth in
      this
      Agreement as consideration for (a) your execution, non-revocation and honoring
      of a release of claims and covenant not to sue in favor of CHD Meridian in
      the
      form attached hereto as Exhibit
      B;
      and (b)
      your continued compliance with the provisions of Sections 6 and 8 of this
      Agreement. 

    


    6. Confidentiality,
      Non-Competition and Non-Disclosure. 

    


    (a) After
      the
      execution of this Agreement, Section 7(a) (Confidentiality), Section 7(c)
      (Non-Solicitation), Section 7(d) (Remedies), and Section 7(e) (Construction)
      of
      the Employment Agreement will continue in full force and effect in accordance
      with the terms of the Employment Agreement. After the execution of this
      Agreement, Section 7(b) (Non-Competition) of the Employment Agreement will
      continue in full force and effect for a period of 12 months commencing with
      the
      Termination Date and otherwise in accordance with the Employment Agreement.
      

    


    (b) CHD
      Meridian will suffer irreparable injury in the event of any material breach
      of
      this Section 6. The damages resulting from such injury will be incapable of
      being precisely measured and CHD Meridian will not have an adequate remedy
      at
      law to redress the harm that such damages may cause. Therefore, CHD Meridian
      has
      the rights and remedies of specific performance and injunctive relief, in
      addition to any other rights or remedies that may be available at law or in
      equity or under this Agreement, in respect of any failure, or threatened
      failure, on your part to comply with the provisions of this Section 6,
      including, but not limited to, temporary restraining orders and temporary
      injunctions to restrain any violation or threatened violation of this Section
      6.

     

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    7. CHD
      Meridian Property.
      Prior to
      the Termination Date, and as a condition to the payment by CHD Meridian of
      the
      payments described in Section 1(c), you must return to CHD Meridian all CHD
      Meridian property, including any laptop computer, presentation, software or
      other electronic device that you may have received from CHD Meridian or which
      were paid for by CHD Meridian.

    


    8. Business
      Goodwill.
      At all
      times following the date hereof, unless required by process of law or subpoena
      or to enforce the provisions of this Agreement, you will make no comments or
      take any other actions, direct or indirect, that will reflect adversely on
      CHD
      Meridian or its officers, directors, employees or agents in such capacity or
      adversely affect their business reputation or goodwill. At all times following
      the date hereof, CHD Meridian will make no comments or take any other actions,
      direct or indirect, that will reflect adversely on you or adversely affect
      your
      business reputation or goodwill. For a period of two years following the date
      hereof, you will reasonably cooperate with CHD Meridian in providing information
      that CHD Meridian reasonably requests and in taking such other action as CHD
      Meridian may reasonably request, including testifying in connection with any
      legal proceeding or matter relating to CHD Meridian, other than proceedings
      relating to the enforcement of this Agreement or other proceedings in which
      you
      are a named party whose interests are adverse to those of CHD Meridian. If
      CHD
      Meridian requests you to perform any of the obligations set forth in the
      previous sentence, CHD Meridian will pay you reasonable out-of-pocket expenses
      and compensate you, at least at the pro-rated rate provided for in this
      Agreement, for time spent.

    


    9. Governing
      Law; Arbitration. This
      Agreement and performance under it, and all proceedings that may ensue from
      its
      breach, will be construed in accordance with and under the laws of the State
      of
      Tennessee. Unless provided otherwise elsewhere in this Agreement, all
      proceedings that may ensue from the breach of this Agreement will be resolved
      through an arbitration proceeding conducted in Nashville, Tennessee, under
      the
      Commercial Arbitration Rules, Expedited Procedures, of the American Arbitration
      Association. Each party will pay half of the fees and expenses of arbitration
      as
      well as all of its own fees and expenses. The parties submit to the jurisdiction
      of the courts of the state courts of Tennessee located in Nashville for purposes
      of any actions or proceedings that may be required to enforce the final ruling
      of in the arbitration or other provision of this Agreement. 

    


    10. Miscellaneous.
      This
      Agreement and the agreements referenced in this Agreement constitute the entire
      agreement between the parties and cancel and supersede all other agreements
      and
      understandings, whether written or oral, between the parties, which may have
      related to the subject matter contained in this Agreement and your employment
      by
      CHD Meridian. 
      No
      modification, amendment or waiver of any provisions of this Agreement will
      be
      effective unless approved in writing by both parties. The failure at any time
      to
      enforce any of the provisions of this Agreement will in no way be construed
      as a
      waiver of such provisions and will not affect the right of either party
      thereafter to enforce each and every provision hereof in accordance with its
      terms. 
      Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be prohibited by or invalid under applicable law, such
      provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement. Except as specifically modified herein,
      all agreements between the parties remain in full force and effect.

     

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    If
      this
      Agreement is acceptable to you, please indicate by signing in the space provided
      below.

    


    Sincerely,

    


    CHD
      MERIDIAN HEALTHCARE, LLC

    


    


    /s/
      R.
      Dixon Thayer

    


    R.
      Dixon
      Thayer

    Chief
      Executive Officer 

    


    


    Accepted,
      Acknowledged

    and
      Agreed to:

    


    


    /s/
      E.
      Stuart Clark

    _____________________________

    E.
      STUART
      CLARK

     

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