SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (hereinafter this “Agreement”) is made effective as of August 2, 2007 (the “Effective Date”), between Mediware Information Systems, Inc., (hereinafter the “Company”) and John Damgaard (hereinafter the “Executive”).

WHEREAS, the Executive is a current employee of the Company, and now the Company desires to employ the Executive as the Senior Vice President and Chief Operating Officer of the Company, or in such other capacity as the parties may agree, and the Executive desires to be so employed by the Company, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements herein set forth, the Company and the Executive hereby agree as follows:

1. Employment . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve as the Senior Vice President and Chief Operating Officer, or in such other capacity as the parties may mutually agree. The Executive agrees to perform such services customary to such office as shall from time to time be assigned to him by the Chief Executive Officer or his designee. The Executive further agrees to use his best efforts to promote the interests of the Company and to devote his full energies to the business and affairs of the Company.

2. Term of Employment . The employment hereunder shall be for a term of thirty-six months commencing on the Effective Date hereof and ending thirty-six months after the Effective Date hereof (the “Expiration Date”), unless terminated earlier pursuant to Paragraph 4 of this Agreement (the “Term of Employment”). This Agreement shall automatically renew for successive terms of one (1) year (each a “Renewal Term”) commencing on the first day immediately following the Expiration Date, unless such renewal is objected to by either the Company or the Executive by giving at least 90 days prior written notice prior to the scheduled Expiration Date. In the event of such renewal, the last day of each successive Renewal Term shall be deemed the Expiration Date.

3. Compensation and Other Related Matters .

(a) Salary . As compensation for services rendered hereunder, the Executive shall receive an annual base salary of two hundred twenty-five thousand dollars ($225,000), which salary shall be paid in accordance with the Company’s then prevailing payroll practices for its executives and shall be subject to review annually by the Chief Executive Officer and the Compensation Committee of the Board of Directors, which may include annual increases (the “Annual Base Salary”).

(b) Bonus . During the term of this Agreement the Executive shall be eligible to receive an annual bonus of up to fifty percent (50%) of Executive’s Annual Base Salary for achieving objectives established by the Company, subject to the discretion of the Chief Executive Officer and the Compensation Committee of the Board of Directors (the “Annual Bonus”).  The bonus, if any, would be payable after the conclusion of the annual audit.

(c)   Equity Compensation .

Performance Shares . The Executive is hereby granted forty-five thousand (45,000)   restricted shares of the Company’s common stock (the “Performance Shares”) subject to the terms of the 2003 Equity Incentive Plan, any applicable restricted stock agreement and the vesting requirements set forth on Attachment A.

Options .  The Executive is hereby granted thirty thousand (30,000) non-qualified stock options to purchase the Company’s common stock (the “Stock Options”).  Ten thousand (10,000) Stock Options, subject to the terms of the 2003 Equity Incentive Plan and any applicable stock option agreement, shall vest on each of the first, second, and third anniversary of the date of grant as provided on Attachment A.

(d) Other Benefits . The fringe benefits, perquisites and other benefits of employment, including four (4) weeks vacation each year, to be provided to the Executive shall be equivalent to such benefits and perquisites as are provided to other senior executives of the Company as amended from time to time.

(e) Reimbursement . Subject to policies established from time to time by the Company, the Company shall reimburse Executive for the reasonable expenses incurred by him in connection with the performance of his duties hereunder, including but not limited to, travel expenses and entertainment expenses, for which the Executive shall account to the Company in a manner sufficient to conform to Company policy and Internal Revenue Service requirements.  If the Company requires Executive to relocate, the Company will pay Executive’s reasonable moving expenses.

4. Termination .

(a) Disability . If, as a result of the incapacity of the Executive due to physical or mental illness, the Executive is unable to perform substantially and continuously the duties assigned to him hereunder for a period of three (3) consecutive months or for a non-consecutive period of nine (9) months during the Term of Employment, the Company may terminate his employment for “Disability” upon thirty (30) days prior written notice to the Executive.

(b) Death . The Executive’s employment shall terminate immediately upon the death of the Executive.

(c) Cause . The Company shall be entitled to terminate the Executive’s employment for “Cause.” Termination by the Company of the employment of the Executive for “Cause” shall mean termination based upon (i) the willful failure by the Executive to follow directions communicated to him by the Chief Executive Officer or his designee; (ii) the willful engaging by the Executive in conduct which is materially injurious to the Company, monetarily or otherwise; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) the Executive’s habitual drunkenness or use of illegal substances; (v) a material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross misconduct which the Company deems in good faith to be good and sufficient cause.  Executive hereby represents and warrants that he has never been convicted of an act of fraud, misappropriation, embezzlement or a felony, and Executive further warrants that during the term of this Agreement, he will give the Company immediate notice of any charge against the Executive relating to any of the foregoing.

(d) Termination Without Cause . The Executive shall have the right to terminate the Executive’s employment without cause at any time upon three months written notice.  The Company shall have the right to terminate the Executive’s employment without cause at any time upon written notice.  The giving of notice by either party pursuant to Section 2 to prevent the renewal of this Agreement shall not be deemed a termination of Executive’s employment without cause.

5. Compensation Upon Termination or During Disability .

(a) Disability . During any period that the Executive fails to perform his full-time duties with the Company for a three-month period as a result of incapacity due to physical or mental illness (the “Disability Period”), the Executive shall continue to receive his Annual Base Salary at the rate set forth in Paragraph 3(a) of this Agreement, less any compensation payable to the Executive under the applicable disability insurance plan of the Company during the Disability Period, until this Agreement is terminated pursuant to Paragraph 4(a) hereof. Thereafter, or in the event the Executive’s employment shall be terminated by reason of his death, the Executive’s benefits shall be determined under the Company’s insurance and other compensation programs then in effect in accordance with the terms of such programs and the Company shall have no further obligation to the Executive under this Agreement.

(b) Death . In the event of the Executive’s death, the Executive’s beneficiary shall be entitled to receive the Executive’s Annual Base Salary at the rate set forth in Paragraph 3(a) of this Agreement until the date of his death. Thereafter, the Company shall have no further obligation to the Executive or the Executive’s beneficiary under this Agreement.

(c) Cause . If the Executive’s employment shall be terminated by the Company for “Cause” as defined in Paragraph 4(c) of this Agreement, the Company shall continue to pay the Executive his Annual Base Salary at the rate set forth in Paragraph 3(a) of this Agreement through the date of termination of the Executive’s employment. Thereafter, the Company shall have no further obligation to the Executive under this Agreement.

(e) Acquisition or Sale of Company . If a third party described in Paragraph 5(f) of this Agreement terminates the Executive due to “an acquisition or sale of the Company,” as described in Paragraph 5(f) below, the Company shall pay the Executive an amount equal to six months of Executive’s Annual Base Salary at the rate in effect at the date of termination of the Executive’s employment during the period of the Executive’s employment, payable in three equal monthly installments. Until the earlier of the three months after the