Exhibit 10.16(iv)

FIRST AMENDMENT AND WAIVER TO
LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 26th day of March, 2007, by and between SILICON VALLEY BANK (“Bank”), MEDECISION, INC., a Pennsylvania corporation (“MEDecision”), and MEDECISION INVESTMENTS, INC., a Delaware corporation (“MEDecision Investments”; and together with MEDecision, jointly, severally and collectively, “Borrower”) whose address is 601 Lee Road, Wayne, Pennsylvania 19087.

RECITALS

A.            Bank and Borrower have entered into that certain Loan and Security Agreement dated as of September 28, 2006 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.            Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.            Borrower has also requested that Bank amend the Loan Agreement to (i) waive the Existing Default (as defined below), (ii) increase the amount available to be borrowed under the Equipment Line, (iii) extend the Equipment Maturity Date, (iv) replace the Liquidity and Net Income covenants with the Adjusted Quick Ratio and Tangible Net Worth covenants, and (v) make certain other revisions to the Loan Agreement as more fully set forth herein.

D.            Although Bank is under no obligation to do so, Bank is willing to waive the Existing Default on the terms and conditions set forth in this Agreement, so long as Borrower complies with the terms, covenants and conditions set forth in this Agreement in a timely manner.

E.             Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW , THEREFORE , in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.              Definitions.  Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.              Waiver of Default.  Borrower hereby acknowledges and agrees that it has failed to comply with the Net Income financial covenant set forth in Section 6.8(b) of the Loan Agreement, for the quarter ending December 31, 2006 (the “Existing Default”).  Borrower further acknowledges and agrees that unless the foregoing Existing Default were waived by Bank, such Existing Default would constitute an Event of Default under the Loan Documents.

Bank hereby waives the Existing Default. Bank’s agreement to waive the Existing Default shall in no way obligate Bank to make any modifications to the Loan Agreement or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall not limit or impair Bank’s right to demand strict performance of all other terms and covenants as of any date.

3.              Amendments to Loan Agreement.

3.1.          Section 2.1.4 Equipment Advances.  Section 2.1.4(a) is amended in its entirety and replaced with the following:

2.1.4       Equipment Advances.

a.             Subject to the terms and conditions of this Agreement, during the Draw Period, Bank shall make advances (each, an “Equipment Advance” and, collectively, “Equipment Advances”) not exceeding the Equipment Line. Equipment Advances may only be used to finance Eligible Equipment purchased within ninety (90) days (determined based upon the applicable invoice date of such Eligible Equipment) before the date of each Equipment Advance; provided, however, that the initial Equipment Advance shall be made on or within thirty (30) days of March 13, 2007, and such initial Equipment Advance shall be used to finance equipment purchased after September 30, 2006. No Equipment Advance may exceed the total invoice for Eligible Equipment, excluding taxes, shipping, warranty charges, freight discounts and installation expenses relating to such Eligible Equipment. After repayment, no Equipment Advance may be reborrowed.

3.2.          Financial Statements; Reports, Certificates.  Section 6 2(a) is amended in its entirety and replaced with the following:

6.2          Financial Statements; Reports, Certificates.

a.             Borrower shall provide Bank with the following:

(i)            within thirty (30) days after the end of each month, a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date); provided, however, Borrower’s monthly accounts receivable agings and accounts payable, aged by invoice date, for the month ending January 31, 2007, shall be delivered to Bank no later than March 15, 2007;

(ii)           as soon as available, and in any event within thirty (30) days after the end of each month, monthly unaudited financial statements; provided, however, Borrower’s monthly unaudited financial statements for the month ending January 31, 2007, shall be delivered to Bank no later than March 15, 2007;

(iii)          within thirty (30) days after the end of each month, a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the

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terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; provided, however, Borrower’s monthly Compliance Certificate signed by a Responsible Officer for the month ending January 31, 2007, shall be delivered to Bank no later than March 15, 2007;

(iv)          thirty (30) days prior to the end of each fiscal year of Borrower, annual internal operating plans (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and prior to the end of each fiscal year of Borrower, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and

(v)           as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, annual financial statements certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank.

3.3.          Section 6.3 (Accounts Receivable).  Section 6.3(a) is amended in its entirety and replaced with the following:

6.3          Accounts Receivable

a.             Schedules and Documents Relating to Accounts . If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary endorsements, and copies of all credit memos.

3.4.          Section 6.7 (Access to Collateral; Books and Records).  Section 6.7 is amended in its entirety and replaced with the following:

6.7          Access to Collateral; Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. Borrower hereby acknowledges that provided that no Event of Default has occurred and is continuing, no more than one (1) audit shall be conducted in any twelve month period. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Seven Hundred Fifty Dollars ($750) per person per day (or such higher amount as shall

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represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

3.5.          Section 6.8 (Financial Covenants).  Section 6.8 is amended in its entirety and replaced with the following:

6.8          Financial Covenants.

Borrower shall maintain on a consolidated basis with respect to Borrower and its Subsidiaries:

(a)           Adjusted Quick Ratio .  A ratio of Quick Assets to Current Liabilities minus fifty percent (50.0%) of Deferred Revenue, of at least the following amounts at the following times: