Contribution And Exchange Agreement

TRAX.COM, INC.
One Logan Square
130 N. 18th Street, Suite 2615
Philadelphia, PA 19103


September 22, 2000


iSummit Partners, LLC d/b/a MyFamilyMD 60 Madison Avenue, Suite 903 New York, NY 10010-1600 Attention: Stuart Ditchek, MD, Chairman


Re: Contribution and Exchange Agreement
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Gentlemen:


Reference is made to the Contribution and Exchange Agreement ("Exchange Agreement") dated as of the date hereof, by and among I-Trax.com, Inc., a Delaware corporation ("I-trax"), and I-trax, Inc., a wholly owned subsidiary of I-trax (the "Holding Company"), on the one hand, and Stuart Ditchek, A. David Fishman, and Granton Marketing Nederland BV (collectively, the "Members"), and iSummit Partners, LLC, a New York limited liability company (d/b/a MyFamilyMD) ("MyFamilyMD"), on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Exchange Agreement.


Reference is also made to the Intellectual Property Letter Agreement ("Intellectual Property Agreement") dated as of August 30, 2000 by and between I-trax and MyFamilyMD and to the Financial Statements of MyFamilyMD attached to Section 6(g) of the Disclosure Schedule and certain matters that are disclosed in such Financial Statements.


In connection with the execution today of the Exchange Agreement and notwithstanding anything to the contrary contained therein, the Parties, intending to be legally bound, hereby acknowledge and agree as follows with respect to the matters covered specifically herein:


1. Liabilities of MyFamilyMD. The Members, as a condition to Closing, shall satisfy, severally in accordance with their Membership Percentage, on behalf of MyFamilyMD all liabilities (including all accounts payable and accrued expenses) incurred prior to or as of the Closing Date on the earlier of: (x) the applicable due date and (y) the Closing Date. In the event the Members fail to satisfy such liabilities in accordance with this Paragraph 1, such liabilities shall be accounted for pursuant to Paragraph 4 below.


2. Liabilities Paid or Reimbursed by I-trax.
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(a) Notwithstanding Paragraph 1 above, I-trax, as a condition to Closing, shall satisfy on behalf of MyFamilyMD, or shall reimburse MyFamilyMD for, the following liabilities of MyFamilyMD incurred after August 1, 2000 or applicable for the period after August 1, 2000: (i) rent for


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the premises occupied by MyFamilyMD at 60 Madison Avenue, Suite 903, New York, New York 10010-1600 (the "Premises"), (ii) cost of electricity, electricity to operate the air conditioning, telephone and heat for the Premises, and (iii) any other cost and expense approved by Gary Reiss, the Chief Operating Officer of I-trax.


(b) For purposes hereof, "approval by Gary Reiss" shall mean a submission to Mr. Reiss of a written request related to the proposed or incurred expenses and obtaining a signature of Mr. Reiss on such written request, a procedure currently utilized by I-trax with respect to any expenses incurred by I-trax and its employees.


3. Liabilities Incurred on Account of MyFamilyMD Employees. As of August 16, 2000 certain employees of MyFamilyMD ...