AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


     AMENDMENT NO. 1 TO EMPLOYMENT  AGREEMENT dated June 16, 2005 by and between
NETSMART TECHNOLOGIES,  INC., a Delaware corporation (hereinafter the "Company")
and JAMES L. CONWAY (hereinafter the "Executive").

                              W I T N E S S E T H:

     WHEREAS,  the Company and Executive  entered into an  Employment  Agreement
dated as of April 1, 2005 (hereinafter the "Employment Agreement"); and

     WHEREAS,  the Company and  Executive  desire to modify the said  Employment
Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Paragraph 3(a) shall be amended and restated as follows,  effective as
          of the date hereof:

          "(a) For his services to the Company during the  Employment  Term, the
          Company shall pay the Executive an annual salary ("Salary") commencing
          June 1, 2005 at the rate of  $350,000  to be  increased  on January 1,
          2005 and on each January 1st  thereafter by a percentage not less than
          the greater of (i) five percent (5%) or (ii) the (then) current annual
          percentage  increase  in the  "Consumer  Price  Index for  Urban  Wage
          Earners and Clerical Workers (Revised Series) - New York  Metropolitan
          Area".  As used in this  Agreement,  the term "Salary"  shall mean the
          salary in  effect  at the time of any  relevant  Company  event  after
          giving effect to the annual  adjustments  specified herein. All Salary
          payments  shall  be  payable  in  such  installments  as  the  Company
          regularly pays its executive  officers,  but not less  frequently than
          semi monthly."

     2.   Except as  specifically  provided in this  Amendment,  the  Employment
          Agreement  is in all other  respects  hereby  ratified  and  confirmed
          without amendment.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
day and year first above written.

                                          NETSMART TECHNOLOGIES, INC.


                                          By: /s/Anthony F. Grisanti
                                             ------------------------------
                                              Anthony F. Grisanti


                                              /s/James L. Conway
                                             ------------------------------
                                              James L. Conway