EXHIBIT 10.2

Amended and Restated Employment Agreement  by and between  CareScience, Inc. and Ronald A. Paulus

This
Amended and Restated Employment Agreement (this "Agreement") is made and entered into April 11, 2003 (the "Effective Date") by and between CareScience, Inc., a
Pennsylvania corporation (the "Company"), and Ronald A. Paulus ("Executive").

WHEREAS
Executive and the Company previously entered into that certain Employment Agreement dated November 8, 1998 (the "Prior Employment Agreement");

WHEREAS,
Executive and the Company are executing and delivering this Agreement to amend and restate in its entirety the Prior Employment Agreement;

WHEREAS,
the non-management members of the Company's Board of Directors have approved the execution and delivery of this Agreement by the Company.

NOW
THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Employment and Duties.



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2.Term of Employment.Executive's employment under this Agreement commenced as of the date of the Prior
Employment Agreement and shall continue through 5:00 p.m. on December 31, 2004 (the "Stated Term") unless terminated earlier as provided herein. The Company and Executive may, by mutual
written agreement, extend the term of Executive's employment beyond the Stated Term. Unless the Company delivers to Executive, prior to July 1, 2004, written notice of its intention to extend
the term of Executive's employment beyond the Stated Term, the Company shall be presumed to have elected not to extend such term, but such presumption shall not preclude Executive and the Company from
subsequently agreeing in writing to an extension. The term "Employment Period" shall mean the period that commenced on the Effective Date and that continues until the earlier of (i) the end of
the
Stated Term and (ii) the date that Executive's employment with the Company terminates for any reason (whether with or without Cause, upon a resignation for Good Reason, or otherwise).

3.Compensation and Benefits.



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4.Confidentiality.



5.Non-Competition.Executive and the Company have previously executed and are subject to the terms
and conditions of a Non-Competition Agreement (the "Non-Competition Agreement"). The Non-Competition Agreement shall have no further force or effect if Executive's
employment hereunder is terminated by the Company, under Section 7, for any reason other than "Cause" (as defined in Section 7) or if Executive terminates his employment for "Good
Reason" (as defined in Section 7).

6.Equitable Remedies and Enforceability of Covenants.



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7.Termination by the Company or Executive.



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6

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8.Inventions Discovered by Executive.Executive has previously executed and is subject to the terms and
conditions of a Nondisclosure, Proprietary Information and Invention Assignment Agreement (the "Nondisclosure, Proprietary Information and Invention Assignment Agreement").

9.Indemnification.The Company shall indemnify Executive, to the maximum extent permitted by applicable law,
against all costs, charges and expenses (including amounts paid in settlement and reasonable attorneys' fees) incurred or sustained by him in connection with any action, suit or proceeding to which he
may be made a party by reason of his being an officer, director, employee or agent of the Company or of any subsidiary or affiliate of the Company. The rights contained in this Section 9 shall
not limit any rights of Executive under the Articles or By-laws of the Company.

10.Representations and Agreements of Executive.



11.Arbitration.Any controversy or claim arising out of or relating to this Agreement (or breach thereof) shall
be settled by arbitration in Philadelphia, Pennsylvania, in accordance with the rules then existing of the American Arbitration Association (three arbitrators), and judgment upon the award rendered
may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the Company, at its option, shall be entitled to seek and obtain equitable relief from any court of competent
jurisdiction, including, without limitation, temporary, preliminary and permanent injunctive relief and specific performance with respect to alleged violations of Sections 4 and 5 of this Agreement,
Section 1 of the Non-Competition Agreement or the Nondisclosure Proprietary Information and Invention Assignment Agreement, and the Company's pursuit of the remedies described in
Section 6 hereof in connection therewith. The parties shall be free to pursue any remedy before the arbitration tribunal that they shall be otherwise permitted to pursue in a court of competent
jurisdiction. The award of the arbitrators shall be final and binding and may be enforced by any court as if it were a judgment of that court, and may include interest at a rate or rates considered
just under the circumstances by the arbitrators. The substantive law of the Commonwealth of Pennsylvania shall be applied by the arbitrators to the resolution of the dispute, provided that the
arbitrators shall base their decision on the express terms, covenants and conditions of this Agreement. The arbitrators shall be required to produce a written decision setting forth the reasons for
the decision or award to be made.

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The parties agree that the arbitrators shall have no power to alter or modify any express provision of this Agreement or to render any award which, by its terms, effects any such alteration or
modification. Upon written demand to any party to the arbitration for the production of documents and things reasonably related to the issues being arbitrated, the party upon whom such demand is made
shall promptly produce, or make available for inspection and copying, such documents and things without the necessity of any action by the arbitrators.

12.Legal Fees.It is the intent of the parties that Executive not be required to incur any expenses associated
with the enforcement of Executive's rights under this Agreement by litigation, mediation or other legal action, unless a court determines that Executive's legal action is frivolous. Accordingly, the
Company agrees to pay as incurred, to the full extent permitted by law, all expenses (including all attorney's fees and legal expenses) which Executive may reasonably incur as a result of any
arbitration, litigation, mediation or other legal action (regardless of the outcome thereof) concerning the validity or enforceability of, or liability under, any provision of this Agreement, unless a
court determines that Executive's legal action is frivolous.

13.Notices.All notices, requests, consents and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if sent by private overnight mail service (delivery confirmed by such service), registered or certified mail (return receipt
requested and received), telecopy (confirmed receipt by return fax from the receiving party) or delivered personally, as follows (or to such other address as either party shall designate by notice in
writing to the other in accordance herewith):



14.General.



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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

|CARESCIENCE, INC.                         |  |                                                                                 
|----------------------------------------- |  | --------------------------------------------------------------------------------
|By:                                       |  | /s/ROBB L. TRETTERName:  Robb L. Tretter
Title:    General Counsel and Secretary
|EXECUTIVE:                                |  |                                                                                 
|/s/RONALD A. PAULUSRonald A. Paulus, M.D. |  |                                                                                 

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EXHIBIT A

RELEASE AND NON-DISPARAGEMENT AGREEMENT

THIS RELEASE AND NON-DISPARAGEMENT AGREEMENT (this "Release") is made as of the    day of
            ,            by and between Ronald A. Paulus (the "Executive") and
CARESCIENCE, INC. (the
"Company").

WHEREAS,
the Executive's employment as an executive of the Company has terminated; and

WHEREAS,
pursuant to the Amended and Restated Employment Agreement by and between the Company and the Executive
dated                        , 2003 (as amended, the
"Employment Agreement"), the Executive will be entitled to receive payments that, pursuant to Section 7(e), are subject to his execution and
delivery of this Release.

NOW
THEREFORE, in consideration of these premises and the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows:

1.Consideration.The Executive acknowledges that the payments that, pursuant to Section 7(e) of the
Employment Agreement, are conditioned on his execution and delivery of this Release (the "Severance Benefits") constitute full settlement of all his rights under the Employment Agreement,
(b) except as provided specifically in the Employment Agreement, he has no entitlement under any other severance or similar arrangement maintained by the Company, and (c) except as
provided specifically in this Release, the Company does not and will not have any other liability or obligation to the Executive. The Executive further acknowledges that, in the absence of his
execution and delivery of this Release, the Severance Benefits would not otherwise be due to him.

2.Release and Covenant Not to Sue.



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3.Non-Disparagement.The Executive will not disparage the Company or any of its directors,
officers, agents or employees or otherwise take any action that could reasonably be expected to adversely affect the reputation of the Company or the personal or professional reputation of any of the
Company's directors, officers, agents or employees. Similarly, the Company (meaning, solely for this purpose, the officers and directors of the Company and those employees and agents of the Company
specifically authorized to make communications on its behalf) will not disparage the Executive or otherwise take any action that could reasonably be expected to adversely affect the personal or
professional reputation of the Executive.

4.Cooperation.The Executive further agrees that, subject to reimbursement of his reasonable expenses, he will
cooperate fully with the Company and its counsel with respect to any matter (including litigation, investigations, or governmental proceedings) which relates to matters with which the Executive was
involved during his employment with the Company. The Executive shall render such cooperation in a timely manner on reasonable notice from the Company.

5.Acknowledgement.The Executive expressly acknowledges and recites that (a) he has read and understands
the terms of this Release in its entirety, (b) he has entered into this Release knowingly and voluntarily, without any duress or coercion; (c) he has been advised orally and is hereby
advised in writing to consult with an attorney with respect to this Release before signing it; (d) he was provided twenty-one (21) calendar days after receipt of the Release
to consider its terms before signing it; and (e) he is provided seven (7) calendar days from the date of signing to terminate and revoke this Release, in which case this Release shall be
unenforceable, null and void. The Executive may revoke this Release during the period described in clause (e) of the preceding by providing written notice of revocation to the Company.

6.Challenge.If the Executive violates or challenges the enforceability of any provisions of the Restrictive
Covenants or this Release, the payment or provision of Severance Benefits to the Executive will cease and the Executive will have no further right to any Severance Benefits.

7.Miscellaneous.



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IN
WITNESS WHEREOF, the Company has caused this Release to be executed by its duly authorized officer, and the Executive has executed this Release, in each case as of the date first
above written.

| |  | CARESCIENCE, INC.
| |  | -----------------
| |  | By:              
| |  | Name             
| |  | Title:           
| |  | [EXECUTIVE]      
| |  |                  

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