0000950159-07-001602 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2007 • I Trax Inc • Services-health services • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on December 17, 2007 (the “Effective Date”), by I-TRAX, INC., a Delaware corporation with its principal business offices located at 4 Hillman Drive, Suite 130, Chadds Ford, Pennsylvania 19317 (the “Company”), and FRANK A. MARTIN, an individual residing at 489 East London Grove Road, West Gove, Pennsylvania 19390 (“Executive”).

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NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 20th, 2007 • I Trax Inc • Services-health services • Tennessee

THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated December 14, 2007, is made and entered into on the terms and conditions hereinafter set forth, by and among I-TRAX, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower who are parties to the Credit Agreement (as hereinafter defined) as guarantors (the "Guarantors"), the several lenders who are parties to the Credit Agreement as lenders (the "Lenders"), and BANK OF AMERICA, N.A., a national banking association ("Bank of America"), as administrative agent for the Lenders and the Issuing Bank (in such capacity, the "Administrative Agent") and as Issuing Bank.

EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2007 • I Trax Inc • Services-health services • Pennsylvania

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on December 17, 2007 (the “Effective Date”), by I-TRAX, INC., a Delaware corporation with its principal business offices located at 4 Hillman Drive, Suite 130, Chadds Ford, Pennsylvania 19317 (the “Company”), and R. DIXON THAYER, an individual residing at 1583 West Doe Run Road, Unionville, Pennsylvania 19375 (“Executive”).

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