Exhibit 10.1

                                    AMENDMENT
                                       to
                              EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of April 19, 2002, modifies the
terms and conditions of the EMPLOYMENT AGREEMENT between I-many, Inc. (the
"Company") and Terrence M. Nicholson ("Executive"), dated as of July 1, 2001
(the "Agreement"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Agreement. Any term
or condition of the Agreement in conflict with the terms or conditions of this
Amendment shall be deemed to be specifically and expressly superseded by the
provisions hereof.

Section 2.3 of the Agreement is hereby deleted and replaced with the following:

              2.3  ACCELERATION OF STOCK OPTIONS. If the Company is consolidated
       with or merged into another entity (other than a consolidation or merger
       in which the stockholders of the Company immediately prior to the
       consolidation or merger own a majority of the issued and outstanding
       shares of stock of the survivor corporation, or of an entity owning the
       survivor corporation, immediately after the consolidation or merger); or
       if the business of the Company is acquired by another entity in an
       acquisition of all or substantially all of the Company's assets; or an
       entity acquiring in a transaction or series of related transactions in a
       three month period from the then-existing stockholders, more than 50 % of
       the Company's issued and outstanding shares of capital stock (each a
       "Company Sale"); then (a) fifty percent (50%) of the Executive's unvested
       options on the date of the Company Sale shall become exercisable in full
       immediately prior to the closing of such Company Sale, and (b)
       thereafter, if the Company terminates the Executive's employment or
       reduces his base compensation or potential bonus compensation without
       cause during the period ending twelve months after the Company Sale, then
       the remainder of the Executive's then-unvested options shall become
       exercisable in full.

All other terms of the Agreement shall remain unmodified by this Amendment.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in duplicate originals.

I-MANY, INC.                                     EXECUTIVE

By:   /s/ A. Leigh Powell                        /s/ Terrence M. Nicholson
    --------------------------------             -----------------------------
A. Leigh Powell                                  Terrence M. Nicholson
Chairman and Chief Executive Officer