10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2009
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission File Number 001-33689

athenahealth, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 04-3387530
(I.R.S. Employer
Identification No.)

311 Arsenal Street,
Watertown, Massachusetts
(Address of principal executive offices) 02472
(Zip Code)

617-402-1000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,169,309,706.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At March 12, 2010, the registrant had 34,034,323 shares of Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts II and III of this Form 10-K incorporate information by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this annual report.

INDEX

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	44
Item 2.	Properties	44
Item 3.	Legal Proceedings	44
Item 4.	(Removed and Reserved)	44
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
Item 6.	Selected Financial Data	48
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 8.	Financial Statements and Supplementary Data	68
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	68
Item 9A.	Controls and Procedures	68
Item 9B.	Other Information	72
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	72
Item 11.	Executive Compensation	72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72
Item 13.	Certain Relationships and Related Transactions, and Director Independence	72
Item 14.	Principal Accounting Fees and Services	72
PART IV
Item 15.	Exhibits, Financial Statement Schedules	73
SIGNATURES		76
EX-10.24 MASTER EQUIPMENT LEASE AGREEMENT BY AND BETWEEN CIT TECHNOLOGIES CORPORATION AND THE REGISTRANT, DATED JUNE 1, 2007
EX-10.27 PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE REGISTRANT AND INTERNATIONAL BUSINESS MACHINES CORPORATION DATED AS OF OCTOBER 2, 2009
EX-10.28 MASTER AGREEMENT FOR U.S. AVAILABILITY SERVICES BETWEEN SUNGARD AVAILABLILITY SERVICES LP AND THE REGISTRANT, DATED DECEMBER 1, 2009, AS AMENDED
EX-21.1 SUBSIDIARIES OF THE REGISTRANT
EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
EX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER
EX-32.1 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

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EXPLANATORY NOTE REGARDING RESTATEMENT

In this Annual Report on Form 10-K, the terms “athena,” “athenahealth,” “we,” “us,” and “our” refer to athenahealth, Inc. and its subsidiaries, Anodyne Health Partners, Inc., athenahealth MA, Inc., and athenahealth Technology Private Limited, and any subsidiary that may be acquired or formed in the future.

athenahealth, athenaNet, and the athenahealth logo are registered service marks of athenahealth; Anodyne Analytics, Anodyne Intelligence Platform, athenaClinicals, athenaCollector, athenaCommunicator, athenaEnterprise, athenaRules, PayerView, and ReminderCall are service marks of athenahealth. This Annual Report on Form 10-K also includes the registered and unregistered trademarks and service marks of other persons.

This Annual Report on Form 10-K for the fiscal year ended December 31, 2009, includes restatement of the following previously filed consolidated financial statements and data (and related disclosures): (1) our consolidated balance sheet as of December 31, 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the fiscal years ended December 31, 2007 and 2008; (2) our selected financial data as of and for our fiscal years ended December 31, 2005, 2006, 2007, and 2008, located in Part II, Item 6 of this Annual Report on Form 10-K; (3) our management’s discussion and analysis of financial condition and results of operations as of and for our fiscal years ended December 31, 2007 and 2008, contained in Part II, Item 7 of this Annual Report on Form 10-K; and (4) our unaudited quarterly financial information for each quarter in our fiscal year ended December 31, 2008, and for the first three quarters in our fiscal year ended December 31, 2009, in Note 20, “Summarized Quarterly Unaudited Financial Data” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

We have completed our previously announced internal accounting review related to the amortization period for deferred implementation revenue. Implementation revenue consists primarily of professional services fees related to assisting customers with the implementation of our services. These non-refundable fees are generally billed up front and recorded as deferred revenue until the implementation is complete and then recognized ratably over the expected performance period. Previously, the expected performance period was estimated based upon the initial customer contract terms, the vast majority of which were one year in duration. Implementation and other revenue has ranged from four to seven percent of total revenue on an annual basis since 2007.

As a result of this review, we have concluded that in prior and future periods, we will amortize deferred implementation revenue over a longer expected performance period of twelve years in order to reflect the estimated expected customer life. Accordingly, we will restate the “implementation and other” revenue within our previously filed consolidated financial statements to reflect the longer amortization period for deferred implementation revenue. We will continue to record implementation expenses in the period as incurred. The length of the amortization period for deferred implementation revenue recognition does not impact cumulative total implementation revenue under contract nor does it impact cash flow. The restatement will result in the deferral to future periods of $22.3 million of implementation revenue previously recognized through September 30, 2009.

In addition, in connection with the restatement, certain prior year amounts have been reclassified to conform to revised accounting policies. These reclassifications had no effect on net income or shareholders’ equity for any period and pertain to: (1) reimbursements of out-of-pocket expenses that were previously netted against corresponding expense and have now been grossed up and included in “implementation and other” revenue; (2) certain deferred tax liabilities that have been reclassified from non-current to current; (3) draw downs of capital leased lines that were previously presented as sources of cash within the financing activities section of the cash flow statements and have now been reclassified as investing activities; and (4) the excess tax benefit from stock-based awards that were previously presented as sources of cash within the “operating activities” section of the consolidated statements of cash flows in the accrued expense line have been reclassified as “operating activities” in the excess tax benefit from stock-based awards line item.

Financial information included in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed by us prior to March 15, 2010, and all earnings, press releases, and similar communications issued by us prior to March 15, 2010, should not be relied upon and are superseded in their entirety by this Annual Report on Form 10-K.

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For more information regarding the restatement, please refer to Part II, Item 6, “Selected Financial Data”; Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; Note 2, “Restatement and Reclassification of Previously Issued Consolidated Financial Statements,” and Note 20, “Summarized Quarterly Unaudited Financial Data,” of the Notes to Consolidated Financial Statements in Part II, Item 8; and Part II, Item 9A, “Controls and Procedures.”

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PART I

SPECIAL NOTE REGARDING

FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Annual Report on Form 10-K contains forward-looking statements. All statements other than statements of historical fact contained in this Annual Report on Form 10-K are forward-looking statements, including those regarding our patient cycle management service; the combination or integration of newly acquired services with athenaCollector and athenaNet; expanded sales and marketing efforts; changes in expenses related to operations, selling, marketing, research and development, general and administrative matters, and depreciation and amortization; liquidity issues; additional fundraising; and the expected performance period and estimated term of our client relationships, as well as more general statements regarding our expectations for future financial or operational performance, product and service offerings, regulatory environment, and market trends. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue”; the negative of these terms; or other comparable terminology.

Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, those listed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Although we believe that the expectations reflected in the forward-looking statements contained in this Annual Report on Form 10-K are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of such forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this Annual Report on Form 10-K.

Unless otherwise indicated, information contained in this Annual Report on Form 10-K concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity, and market share, is based on information from independent industry analysts and third-party sources (including industry publications, surveys, and forecasts), our internal research, and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable. None of the sources cited in this Annual Report on Form 10-K has consented to the inclusion of any data from its reports, nor have we sought their consent. Our internal research has not been verified by any independent source, and we have not independently verified any third-party information. While we believe the market position, market opportunity, and market share information included in this Annual Report on Form 10-K is generally reliable, such information is inherently imprecise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in Item 1A of Part 1 of this Annual Report on Form 10-K and elsewhere in this Annual Report on Form 10-K. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Item 1.   Business.

Overview

athenahealth is a leading provider of Internet-based business services for physician practices. Our service offerings are based on four integrated components: our proprietary Internet-based software, our continually updated database of payer reimbursement process rules, our back-office service operations that perform administrative aspects of billing and clinical data management for physician practices, and our automated and live patient communication services. Our principal offering, athenaCollector, automates and manages billing-

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related functions for physician practices and includes a medical practice management platform. We have also developed a service offering, athenaClinicals, that automates and manages medical-record-related functions for physician practices and includes an electronic health record, or EHR, platform. ReminderCall, which we added to our service suite in September 2008, is our automated appointment reminder system that allows patients to either confirm the appointment or request rescheduling. We have now combined ReminderCall with other automated patient messaging services, live operator services, and a patient web portal in the first edition of our athenaCommunicator services suite that we beta launched in 2009 and expect to offer commercially in the first half of 2010. We refer to athenaCollector as our revenue cycle management service, athenaClinicals as our clinical cycle management service, and athenaCommunicator as our patient cycle management service. As a complement to these services, our newest offering, Anodyne Analytics, is a web-based, Software-as-a-Service business intelligence platform that organizes and displays detailed and insightful practice performance data for decision makers at our client practices. Our services are designed to help our clients achieve faster reimbursement from payers, reduce error rates, increase collections, lower operating costs, improve operational workflow controls, improve patient satisfaction and compliance, and more efficiently manage clinical and billing information.

In the last six years, we have primarily focused on developing our proprietary Internet-based software application and integrated service operations to expand our client base. In 2005, we formed a subsidiary in India to complement our U.S.-based software development activities and to work closely with our business partners in India. In September 2008, we completed our first acquisition, purchasing the assets of Crest Line Technologies, LLC (d.b.a. MedicalMessaging.net), a privately held company that developed ReminderCall and associated services. We continued this expansion of our offerings in October 2009 with our acquisition of our new operating subsidiary, Anodyne Health Partners, Inc. (“Anodyne”), a privately held company that developed the Anodyne Analytics service. In 2009, we generated revenue of $188.5 million from the sale of our services, compared to $136.3 million in 2008. As of December 31, 2009, there were more than 23,350 medical providers, including more than 15,700 physicians, using our services across 43 states and the District of Columbia and 60 medical specialties.

Market Opportunity

We believe that the market opportunity for our services is, in large part, currently driven by physician practice collections in the United States. According to the U.S. Centers for Medicare and Medicaid Services, physician and clinical services spending increased since 2000 by an average of 7.0% per year to $496 billion in 2008.

Growth in managed care has increased the complexity of physician practice reimbursement. Managed care plans typically create reimbursement structures with greater complexity than previous methods, placing greater responsibility on the physician practice to capture and provide appropriate data to obtain payments. Also, despite substantial consolidation in the number of managed care organizations over the last decade, many of the legacy information technology platforms used to manage the plans operated by these companies have remained in place. As a result of this increasing complexity, physician practices must keep track of multiple plan designs and processing requirements to ensure appropriate payment for services rendered.

Physician practice-based billing activities that are required to ensure appropriate payment for services rendered have increased in number and complexity for the following reasons:

•  Diversity of health benefit plan design.  Health insurers have introduced a wide range of benefit structures, many of which are customized to unique goals of particular employer groups. This has resulted in an increase in rules regarding who is eligible for healthcare services, what healthcare services are eligible for reimbursement, and who is responsible for payment for healthcare services delivered.

•  Dynamic nature of health benefit plan design.  Health insurers continuously update their reimbursement rules based on ongoing monitoring of consumption patterns, in response to new medical products and procedures, and to address changing employer demands. As these changes are made frequently throughout the year and are frequently specific to each individual health plan, physician practices need

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to be continually aware of this dynamic element of the reimbursement cycle as it could impact overall reimbursement and specific workflows.

•  Proliferation of new payment models.  New health benefit plans and reimbursement structures have considerably modified the ways in which physician practices are paid. For example, there is an increasing trend toward consumer-driven health plans, or CDHPs, that require a far greater portion of fees to be paid by the consumer, typically until a pre-specified threshold is achieved. Care-based initiatives, including pay-for-performance, or P4P programs, which provide reimbursement incentives centered around capture and submission of specified clinical information, have dramatically increased the administrative and clinical documentation burden of the physician practice.

•  Changes in the regulatory environment.  The Health Insurance Portability and Accountability Act of 1996, or HIPAA, required changes in the way private health information is handled, mandated new data formats for the health insurance industry, and created new security standards. Among the changes introduced by HIPAA, physicians have been required to adopt National Provider Identifiers, and this has affected physician practice billing and collection workflow requirements.

In addition to administering typical business functions, physician practices must invest significant time and resources in activities that are required to secure reimbursement from patients or third-party payers and process inbound and outbound communications related to physician orders to laboratories and pharmacies. In order to process these communications, physician practices often manipulate locally or remotely installed software, execute paper-based and fax-based communications to and from payers, and conduct telephone-based discussions with payers and intermediaries to resolve unpaid claims or to inquire about the status of transactions.

The Established Model

Currently, the majority of physician practices bill for their services in one of three ways: purchasing, installing, and operating locally installed practice management software; paying for use of remotely installed “on-demand” practice management software; or hiring a third-party billing service to collect billing-related information and input the information into a software system maintained by the service. In terms of medical-record-management, the majority of physician practices rely on paper-based systems or use locally or remotely installed EHR software to generate electronic medical record information. However, these software systems do not eliminate paper-based transactions and information exchanges with intermediaries such as labs, pharmacies, and hospitals. Physician practices are still responsible for inputting all medical record information into the software, as these systems are not automatically linked to those of the intermediaries. In many instances, the solutions that are installed at a physician practice or a remote location are operated by that practice’s administrative staff. As the complexity and number of health benefit plan payer rules has increased, the ability of locally or remotely installed software solutions to keep up with new and revised payer rules has lagged behind this trend, leading to higher levels of unpaid claims, prolonged billing cycles, increased clinical inefficiencies, and missed opportunities for reimbursements for participation in P4P programs. While locally or remotely installed software has been shown to provide improvement in physician practice efficiency and collections relative to paper-based systems, we believe that such standalone software is not suited for today’s dynamic and increasingly complex healthcare system.

Despite advances in practice management and EHR software to address the administrative needs of physician practices, the billing, collections, and medical record management functions remain expensive, inefficient, and challenging for many physician practice groups. We believe that established locally or remotely installed physician practice management and EHR software has generally suffered from the following challenges:

•  Software is static and isolated.  Payer rules change continuously, and the systems used to seek reimbursement require constant updating to remain accurate. If it is not linked to a centrally hosted, continuously updated knowledge base of payer rules, software typically cannot reflect real-time changes based upon health-benefit-plan-specific requirements. Additionally, since most software vendors are not in the business of processing claims, they are often unaware of the creation of new payer rules and

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changes to existing payer rules. As a result, physician practices typically have the responsibility to navigate this complex and dynamic reimbursement system in order to submit accurate and complete claims. We believe that their inability to keep current on these rule changes is the single largest factor leading to claims denials and diverting time and resources away from revenue and clinical cycle workflow.

•  Software requires reliance on physician practice personnel.  Physician practices have difficulty managing the increased complexity of billing, collections, and medical record management because they lack the necessary infrastructure and suffer from significant staff turnover rates. Despite attempts to automate workflow, many software solutions still require that a number of healthcare supply chain interactions be executed manually via paper, fax, or phone. These manual interactions include insurance product monitoring, insurance eligibility, claims submission, claims tracking, remittance posting, denials management, payment processing, formatting of lab requisitions, submitting of lab requisitions, and monitoring and classification of all inbound faxes. These tasks are prone to human error, are inefficient, and generally require the accumulation of rules and claims processing knowledge by the individuals involved. High employee turnover in physician practices leads to critical reimbursement and transaction processing knowledge being lost.

•  Software vendors are not paid on results.  Most established practice management and EHR software companies operate under a business model that does not directly incentivize them to improve their clients’ financial and operational results. The established software business model involves a substantial upfront license payment in addition to ongoing maintenance fees. While the goal of practice management and EHR software is to improve reimbursement and clinical efficiency, the responsibility for realizing these efficiencies still largely rests on physician practices’ administrative and clinical staff.

We believe that the use of traditional outsourced back-office service providers does not adequately compensate for the deficiencies of the locally or remotely installed software model. Such service providers generally rely on third-party software that suffers from the same deficiencies that physicians experience when they perform their own back-office processing operations. The software often is not connected to payer rules that can be enforced in real time by office staff throughout the patient workflow. In addition, these service providers typically operate discrete databases and sometimes utilize separate processes for each client they serve, which affords limited advantages of scale, thereby conferring limited cost advantages to physician practices. Without either control over the software application or an integrated rules database, outsourced service providers cannot offer physicians the benefits of our Internet-based business service model.

The payer universe is dynamic and continuously growing in complexity as rules are changed and new rules are added, making it extremely difficult for physician practices, and even payers, to effectively manage the reimbursement rules landscape. In addition, clinical data management and reporting is also beginning to impact reimbursement for physician practices. While locally or remotely installed software has struggled to meet these challenges, the Internet has developed in the broader economy into a reliable and efficient medium that opens the door to entirely new ways of performing business functions. The Internet is ideally suited to centralization of the large-scale research needed to stay current with payer rules and to the instantaneous dissemination of this information. The Internet also allows real-time consolidation and centralized execution of administrative work across many medical practice locations. As a result, the health care industry is well suited to benefit from the efficiency and effectiveness of the Internet as a delivery platform.

Our Solution

The dynamic and increasingly complex healthcare market requires an integrated solution to manage the reimbursement and clinical landscape effectively. We believe that we are the first company to integrate web-based software, a continually updated database of payer rules, back-office service operations, and automated and live patient communication services into a single Internet-based business service for physician practices.

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We seek to deliver these services at each critical step in the revenue and clinical cycle workflow through a combination of software, knowledge, and work:

•  Software.  athenaNet, our proprietary web-based practice management and EHR application, is a workflow management tool used to properly handle billing, collections, patient communications, and medical-record-management-related functions. All users across our client-base simultaneously use the same version of our software application, which connects them to our continually updated database of payer rules and to our services team.

•  Knowledge.  athenaRules, our proprietary database of payer reimbursement process rules, enforces physician practice workflow requirements and is continually updated with payer-specific coding and documentation information. This knowledge continues to grow as a result of our years of experience managing back-office service operations for hundreds of physician practices, including processing medical claims with tens of thousands of health benefit packages. athenaRules is also designed to access medication formularies, identify potential medication errors such as drug-to-drug interactions or allergy reactions, and identify the specific clinical activities that are required to comply with P4P programs.

•  Work.  The athenahealth service operations, consisting of approximately 582 people, interact with clients at all key steps of the revenue and clinical cycle workflow. These operations include setting up medical providers for billing, checking the eligibility of scheduled patients electronically, submitting electronic and paper-based claims to payers directly or through intermediaries, processing clinical orders, receiving and processing checks and remittance information from payers, documenting the result of payers’ responses, and evaluating and resubmitting claims denials.

We are economically aligned with our physician practice clients because payment for our services in most cases is dependent on the results our services achieve for our clients. The positive results of our approach are seen in the significant growth in the number of clients serviced, collections under management, and overall revenue in each of the preceding nine years.

Key advantages of our solution include:

•  Low total cost of the athenahealth solutions.  The cost of our services includes a modest upfront expenditure for implementation and training, with ongoing monthly service fees typically based on a percentage of client collections. This approach differs from the established model that requires upfront investments in software, hardware, implementation service and support, and additional information technology staff. We continually update our web-based software and add or revise over 100 rules on average each month in our shared payer knowledge base, which enables our clients to use these new features with minimal disruption and no incremental cost. Once implemented, our clients access our services by using an Internet connection and a web browser. We believe that our services-based model provides advantages to our clients based on the elimination of future upgrade, training, and extra follow-up costs associated with the established model.

•  Comprehensive payer rules engine that is continuously expanded and updated.  We believe that we have the largest and most comprehensive continually updated database of payer reimbursement process rules in the United States. We collect health-benefit-plan-specific processing information so that the medical office workflow and the work of our service operations can be tailored to the requirements of each health benefit plan. Real-time error alerts automatically triggered by our rules engine enable our clients in many cases to catch billing-related errors immediately at the beginning of the reimbursement cycle, fix these errors quickly, and generate medical claims that achieve high first-pass success rates. Payer rules change frequently and are not commonly published by payers; therefore most rules must be learned from experience. We have full-time staff focused on finding, researching, documenting, and implementing new rules, enabling our solution to consistently deliver quantifiably improved financial results for our clients. Additionally, we discover and implement even more new rules as new clients connect to our rules engine and expose our staff to new reimbursement scenarios. Our other clients

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benefit from the addition of these new rules, and this continuous updating increases our value proposition benefiting both current and future clients.

•  Real-time workflow and process optimization result in improved financial and operational outcomes.  Our solution enables real-time communications between the physician practice’s staff and our service operations staff throughout the patient encounter and billing processes. We believe that this online interaction is vital for delivering the financial and operational performance our clients enjoy. The monitoring and managing of physician practice workflows allows us to stay close to client needs and constantly upgrade our offerings in order to improve the effectiveness of our overall service. These elements allow us to identify and influence critical practice workflow steps to maximize billing performance and deliver improved financial and operational outcomes for our clients.

•  Critical mass and access to superior scale and capabilities.  We have taken physician back-office tasks that would otherwise be performed on a local or regional basis and have brought them together on a single national platform. Our platform was designed and constructed to enable us to assume responsibility for the completion of automated and manual tasks in the revenue and clinical workflow cycles, while providing critical tools and knowledge to effectively assist clients in completing those tasks that must be done on-site in the physician practice. As a result of our centralized infrastructure, we can apply a broad array of resources (from athenahealth, our clients, and our off-shore partners) to address the myriad of discrete tasks within the revenue and clinical workflow cycles in a cost-effective manner. This approach allows us to deliver services and performance superior to what any particular physician practice could achieve on its own.

Our Strategy

Our mission is to be the most trusted business service to medical groups. Key elements of our strategy include:

•  Remaining intensely focused on our clients’ success.  Our business model aligns our goals with our clients’ goals and provides an incentive for us to improve the performance of our clients continually. We believe that this approach enables us to maintain client loyalty, enhance our reputation, and improve the quality of our solutions.

•  Maintaining and growing our payer rules database.  Our rules engine development work is designed to increase the percentage of transactions that are successfully executed on the first attempt and to reduce the time to resolution after claims or other transactions are submitted. We continue to develop our centralized payer reimbursement process rules database, athenaRules, by learning from experience gained across our national network of clients.

•  Attracting new clients.  We expect to continue with current and expanded sales and marketing efforts to address our market opportunity by aggressively seeking new clients. We believe that our Internet-based business services provide significant value for physician practices of any size. With more than 600,000 practicing physicians in the United States, we estimate that our client base currently represents less than three percent of the U.S. addressable market for revenue cycle management and clinical cycle management services.

•  Increasing revenue per client by adding new service offerings.  We expanded our offerings in September 2008 by acquiring the assets of Crest Line Technologies, LLC, which provided our ReminderCall service, and in October 2009 by acquiring Anodyne, which developed our Anodyne Analytics service. In 2009, we beta launched our athenaCommunicator services suite that combined ReminderCall with other automated patient messaging services, live operator services, and a patient web portal, and we expect to offer athenaCommunicator commercially in the first half of 2010. We continue to explore additional services to address other administrative tasks within physician practices.

•  Expanding operating margins by reducing the costs of providing our services.  We believe that we can increase our operating margins as we increase the scalability of our service operations. Our integrated operations enable us to deploy efficient and effective resources in providing our services.

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Our Services

athenahealth is a leading provider of Internet-based business services for physician practices. Our service offerings are based on our proprietary web-based software, a continually updated database of payer rules, integrated back-office service operations, and our automated and live patient communication services. Our services are designed to help our clients achieve faster reimbursement from payers, reduce error rates, increase collections, lower operating costs, improve operational workflow controls, and more efficiently manage clinical and billing information.

athenaCollector

Our principal offering, athenaCollector, is our revenue cycle management service that automates and manages billing-related functions for physician practices and includes a practice management platform. athenaCollector assists our physician clients with the proper handling of claims and billing processes to help manage reimbursement quickly and efficiently.

Software (athenaNet)

Through athenaNet, athenaCollector utilizes the Internet to connect physician practices to our rules engine and service operations team. In its 2009 year-end “Best in KLAS” survey, KLAS Enterprises, LLC, a healthcare information technology industry research firm, reported athenaNet No. 1 in the Other Revenue Cycle Solutions category for practices with a single physician, No. 1 in the Practice Management category for practice groups with two to five physicians, No. 2 in the Practice Management category for practice groups with six to 25 physicians, and No. 2 in the Practice Management category for practice groups with 25 to 100 physicians. Apart from the single-physician practice category, which was first instituted in 2008, athenaNet has been ranked in the top 5 in each of these categories in each annual Best in KLAS ranking since 2004.

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athenaNet includes a workflow dashboard used by our clients and our services team to track claims requiring edits in real-time before they are sent to the payer, claims requiring work that have come back from the payer unpaid, and claims that are being held up due to administrative steps required by the individual client. This Internet-native functionality provides our clients with the benefits of our database of payer rules as it is updated and enables them to interact with our services team to efficiently monitor workflows. The Internet-based architecture of athenaNet allows each transaction to run through our centralized rules engine so that mistakes can be corrected quickly across all of our clients. In the future, we plan to further leverage the efficiencies currently provided by athenaNet with the additional detail and analysis offered by our Anodyne Analytics service.

Knowledge (athenaRules)

Physician practices route all of their day-to-day electronic and paper-based payer communications to us, which we then process using athenaRules and our service operations to avoid reimbursement delays and improve practice performance. Our proprietary database of payer knowledge has been constructed based on over nine years of experience in dealing with physician workflow in hundreds of physician practices with medical claims from tens of thousands of health benefit packages. The core focus of the database is on the payer rules, which are the key drivers of claim payment and denials. Understanding denials allows us to construct rules to avoid future denials across our entire client base, resulting in increased automation of our workflow processes. On average, over 100 rules are added or revised in our rules engine each month. athenaRules has been designed to interact seamlessly with athenaNet in the medical office workflow and in our service operations.

Work (athenahealth Service Operations)

athenahealth Service Operations enables the service teams that collaborate with client staff to achieve successful transactions. Our Service Operations consists of both knowledgeable staff and technological infrastructure used to execute the key steps associated with proper handling of physician claims and clinical data management. The service team is comprised of approximately 582 people on our service teams who interact with physicians, providers, and clinicians at all of the key steps in the revenue cycle, including:

•  coordinating with payers to ensure that client providers are properly set up for billing;

•  checking the eligibility of scheduled patients electronically;

•  submitting claims to payers directly or through intermediaries, whether electronically or via printed claim forms;

•  obtaining confirmation of claim receipt from payers, either electronically or through phone calls;

•  receiving and processing checks and remittance information from payers and documenting the result of payers’ responses;

•  evaluating denied claims and determining the best approach to appealing and/or resubmitting claims to obtain payment;

•  billing patients for balances that are due;

•  compiling and delivering management reporting about the performance of clients at both the account level and the provider level;

•  transmitting key clinical data to the revenue cycle workflow to eliminate the need for code re-entry and to permit assembling all key data elements required to achieve maximum appropriate reimbursement; and

•  providing proactive and responsive client support to manage issues, address questions, identify training needs, and communicate trends.

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athenaClinicals

athenaClinicals is our clinical cycle management service that automates and manages medical-record-management-related functions for physician practices and includes an EHR platform. It assists medical groups with the proper handling of physician orders and related inbound and outbound communications to ensure that orders are carried out quickly and accurately and to provide an up-to-date and accurate online patient clinical record. athenaClinicals is designed to improve clinical administrative workflow, and its software component has received certification from the Certification Commission for Healthcare Information Technology, or CCHIT, under that body’s 2008 standards.

Software (athenaNet)

Through athenaNet, athenaClinicals displays key clinical measures by office location related to the drivers of high quality and efficient care delivery on a workflow dashboard, including lab results requiring review, patient referral requests, prescription requests, and family history of previous exams. According to the 2009 year-end “Best in KLAS” survey, athenaClinicals achieved 100% client confidence in its ability to enable clients to meet the 2011 Meaningful Use standards under the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”). Similar to its functionality within athenaCollector, athenaNet provides comprehensive reporting on a range of clinical results, including distribution of different procedure codes (leveling), incidence of different diagnoses, timeliness of turnaround by lab companies and other intermediaries, and other key performance indicators.

Knowledge (athenaRules)

Clinical data must be captured according to the requirements and incentives of different payers and plans. Clinical intermediaries such as laboratories and pharmacy networks require specific formats and data elements as well. athenaRules is designed to access medication formularies, identify potential medication errors such as drug-to-drug interactions or allergy reactions, and identify the specific clinical activities that are required to adhere to P4P programs including Medicare incentive payments under the HITECH Act, which can add incremental revenue to the physician practice.

Work (athenahealth Service Operations)

athenaClinicals provides the additional functionality that we believe medical groups expect from an EHR to help them complete the key processes that affect the clinical care record related to patient care, including:

•  identifying available P4P programs, incentives, and enrollment requirements and assisting with the enrollment and data submission for those programs;

•  entering data about patient encounters as they happen;

•  delivering outbound physician orders such as prescriptions and lab requisitions; and

•  capturing, classifying, and presenting inbound documentation, such as lab results, electronically or via fax.

athenaCommunicator

As a result of our acquisition of the assets of Crest Line Technologies, LLC (d.b.a. MedicalMessaging.net) in September 2008, we offer automated messaging services that remind patients of appointment details and allow them to use that automated system to confirm or reschedule the appointment or to speak with a live operator. These services help to reduce no-shows and thereby increase the number of revenue-generating appointments. We have renamed these services ReminderCall and expanded their marketing to our existing clients and prospective clients while also offering our other services to existing MedicalMessaging clients. We have developed an expanded set of services, called athenaCommunicator, which includes ReminderCall and other automated patient messaging services, live operator services, and a patient web portal. A beta version of athenaCommunicator was first offered to clients in July 2009, and, although the specific packaging, pricing,

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and marketing plans for this new service line have not been completed, we expect to offer an initial commercial version of these services in the first half of 2010, with expanded versions likely to follow in subsequent years.

Anodyne Analytics

With the acquisition of our newest operating subsidiary, Anodyne, in October 2009, we expanded the business intelligence function of our existing services through the addition of Anodyne Analytics. This web-based Software-as-a-Service platform organizes and analyzes billing and claims-based data, allowing physician practices to quickly and easily visualize that data through a wide array of business performance metrics. These metrics can be provided either as broad, practice-wide summaries or as discrete, highly specific analyses based on complex user-defined requests. In the future, we plan to further leverage the efficiencies currently provided by athenaNet with the additional detail and analysis offered by Anodyne Analytics and the Anodyne Intelligence Platform.

Sales and Marketing

We have developed a sales and marketing capability aimed at expanding our network of physician clients and expect to expand these efforts in the future. We have a significant direct sales effort, which we augment through our indirect channel relationships.

Direct Sales

As of December 31, 2009, we employed a direct sales and sales support force of 124 employees. Of these employees, 94 were sales professionals. Due to of our ongoing service relationship with clients, we conduct a consultative sales process. This process includes understanding the needs of prospective clients, developing service proposals, and negotiating contracts to enable the commencement of services. Our sales team can be divided into three groups: the enterprise team who are dedicated to physician practices with 150 or more physicians; the group team who are dedicated to physician practices with four to 149 physicians; and the small group team who are dedicated to physician practices with one to three physicians. This sales force includes 45 quota-carrying sales representatives, five members of the enterprise team, 18 members of the group team, and 22 members of the small group team. Our sales force is supported by 30 personnel in our marketing organization who provide specialized support for promotional and selling efforts.

Channel Partners

In addition to our employed sales force, we maintain business relationships with individuals and organizations that promote or support our sales or services within specific industries or geographic regions, which we refer to as channels. We refer to these individuals and organizations as our channel partners. In most cases, these relationships are generally agreements that compensate channel partners for providing us sales lead information that results in sales. These channel partners generally do not make sales but instead provide us with leads that we use to develop new business through our direct sales force. Other channel relationships permit third parties to act as value-added resellers or as independent sales representatives. In some instances, the channel relationship involves endorsement or promotion of our services by these third parties. In 2009, channel-based leads were associated with approximately half of our new business. Our channel relationships include state medical societies, healthcare information technology product companies, healthcare product distribution companies, and consulting firms. Examples of these types of channel relationships include:

•  the Ohio State Medical Society;

•  Eclipsys Corporation; and

•  WorldMed Shared Services, Inc. (d/b/a PSS World Medical Shares Services, Inc.), or PSS.

In May 2007, we entered into a marketing and sales agreement with PSS for the marketing and sale of athenaClinicals and athenaCollector. The agreement has an initial term of three years and may be terminated by either party for cause or convenience. The agreement shall automatically renew after the initial term for

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successive one year periods unless athenahealth or PSS gives notice of termination no later than sixty days prior to expiration of the then-current term. Under the terms of the agreement, we will pay PSS sales commissions based upon the estimated contract value of orders placed with PSS, which will be adjusted 15 months after the date the service begins for each client, in order to reflect actual revenue received by us from clients. Subsequent commissions will be based upon a specified percentage of actual revenue generated from orders placed with PSS. We funded $0.3 million toward the establishment of an incentive plan for the PSS sales representatives during the first twelve months of the agreement and are responsible for co-sponsoring training sessions and conducting on-line education for PSS sales representatives.

Under the terms of the agreement, athenahealth’s revenue cycle services and clinical cycle services are now the exclusive revenue and clinical cycle solutions sold by PSS, except that PSS may sell clinical cycle services not based on an application service provider model. Additionally, the terms of the agreement prohibit us from entering into a similar agreement with any business that has, as its primary source of revenue, revenue from the business of distributing medical and surgical supplies to the physician ambulatory care market in the United States. None of our existing channel relationships are affected by our exclusive arrangement with PSS, and while our agreement with PSS precludes us from entering into similar arrangements with other distributors of medical and surgical supplies to the physician ambulatory care market in the United States, we believe that PSS is of sufficient size so as to offer us a compelling opportunity to market our services to prospective clients that would otherwise be difficult for us to reach. According to PSS, they are the largest provider of medical and surgical supplies to the physician market in the United States, with a sales force consisting of more than 750 sales consultants who distribute medical supplies and equipment to more than 100,000 offices in all 50 states.

Marketing Initiatives

Since our service model is new to most physicians, our marketing and sales objectives are designed to increase awareness of our company, establish the benefits of our service model, and build credibility with prospective clients so that they will view our company as a trustworthy long-term service provider. To execute on this strategy, we have designed and implemented specific activities and programs aimed at converting leads to new clients.

Our marketing initiatives are generally targeted towards specific segments of the physician practice market. These marketing programs primarily consist of:

•  traditional print advertising;

•  sponsoring pay-per-click search advertising and other Internet-focused awareness building efforts (such as social media, online videos, webinars, and destination websites covering compliance and other issues of interest to physician practices);

•  engaging in public relations activities aimed at generating media coverage;

•  participating in industry-focused trade shows;

•  disseminating targeted mail, e-mail, and phone calls to physician practices;

•  conducting informational meetings (such as strategic retreats with targeted potential clients); and

•  dinner seminar series.

In June 2006, we introduced our annual PayerView rankings in order to provide an industry-unique framework to systematically address what we believe is administrative complexity existing between payers and providers. PayerView is designed to look at payers’ performance based on a number of categories, which combine to provide an overall ranking aimed at quantifying the “ease of doing business with the payer.” All data used for the rankings come from actual claims performance data of our clients and depict our experience in dealing with individual payers across the nation. The rankings include national payers that meet a minimum yearly threshold of 120,000 charge lines of data and regional payers that meet a minimum yearly threshold of 20,000 charge lines.

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Technology, Development, and Operations

Our primary data center is in Bedford, Massachusetts with Digital 55 Middlesex, LLC (as successor to Sentinel Properties — Bedford, LLC) and our production data is housed in systems at our Watertown, Massachusetts and Belfast, Maine offices. As backup to the primary data center, we have a backup data center at our Belfast, Maine offices. In addition, in December 2009 we signed a contract with a major provider of disaster recovery services, SunGard Availability Services, LP, to store our disaster recovery plans, deepen the resiliency of our technology recovery infrastructure, and provide disaster recovery testing services. In the case of a significant event at our primary data center, we could become operational in a reasonable timeframe at our backup data center. The services provided by our data centers and disaster recovery service providers are generally commercially available at comparable rates from other service providers.

Our mission-critical business application is hosted by us and accessed by clients using Internet connections or private network connections. We have devoted significant resources to producing software and related application and data center services that meet the functionality and performance expectations of clients. We use commercially available hardware and a combination of proprietary and commercially available software to provide our services. Software licenses for the commercially sourced software are generally available on commercially reasonable terms. The design of our application and database servers is modular and scalable in that, as new clients are added, we are able to add additional capacity as necessary. We refer to this as a “horizontal scaling architecture,” which means that hardware to support new clients is added alongside existing clients’ hardware and does not directly affect existing clients.

We devote significant resources to innovation. We execute monthly releases of new software functionality to our clients each year. Our software development life cycle methodology ensures that each software release is properly designed, built, tested, and rolled out. Our clients all operate on the same version of our software, although some rules are designed to take effect only locally for particular clients. Our software development activities involve approximately 78 technologists employed by us in the United States as of December 31, 2009. We complement this team’s work with software development services from third-party technology development providers in Huntsville, Alabama and Pune, India, and with our own direct employees at our development centers operated through our subsidiaries located in Alpharetta, Georgia, and Chennai, India. In addition to our core software development activities, we dedicate full-time staff to our ongoing development and maintenance of the athenaRules database. On average, over 100 rules are added or revised in our rules engine each month. We also employ process program management and product management personnel, who work continually on improvements to our service operations processes and our service design, respectively.

Once our clients are live on our service, we collaborate with them to generate business results. We employed approximately 582 people in our service operations dedicated to providing these services to our clients as of December 31, 2009. These employees assist our clients at each critical step in the revenue cycle and clinical cycle workflow process and provide services that include insurance benefits packaging, insurance eligibility confirmation, claims submission, claims tracking, remittance posting, denials management, payment processing, formatting of lab requisitions, submission of lab requisitions, and monitoring and classification of all inbound faxes. Additionally, we use third parties for data entry, data matching, data characterization, and outbound telephone services. Currently, we have contracted for these services with International Business Machines Corporation and Vision Business Process Solutions Inc., a subsidiary of Dell, Inc. (formerly Perot Systems Corporation), to provide data entry and other services from facilities located in India and the Philippines to support our client service operations. These services are generally commercially available at comparable rates from other service providers.

During 2009, athenahealth:

•  posted approximately $4.9 billion in physician collections;

•  processed over 40 million medical claims;

•  handled approximately 96.5 million charge postings; and

•  sorted over 30 million pages of paper, which amounted to approximately 300,000 pounds of mail.

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We depend on satisfied clients to succeed. Our client contracts require minimum commitments by us on a range of tasks, including claims submission, payment posting, claims tracking, and claims denial management. We also commit to our clients that athenaNet is accessible 99.7% of the time, excluding scheduled maintenance windows. Each quarter, our management conducts a survey of clients to identify client concerns and track progress against client satisfaction objectives. In our most recent survey for athenaCollector, 88.7% of the respondents reported that they would recommend our services to a trusted friend or colleague.

In addition to the services described above, we also provide client support services. There are several client service support activities that take place on a regular basis, including the following:

•  client support by our client services center that is designed to address client questions and concerns rapidly, whether those questions and concerns are registered via a phone call or via an online support case through our customized use of customer relationship management technology;

•  account performance and issue resolution activities performed by the account management organization that are designed to address open issues and focus clients on the financial results of the co-sourcing relationship; these activities are intended to aid in client retention, determine appropriate adjustments to service pricing at renewal dates, and provide incremental services when appropriate; and

•  relationship management by regional leaders of the client services organization to ensure that decision-makers at client practices are satisfied and that regional performance is managed proactively with regard to client satisfaction, client margins, client retention, renewal pricing, and added services.

The increased burden on patients to pay for a larger percentage of their healthcare services, together with the need for providers to have the ability to determine this patient payment responsibility at the time of service, has led some payers to develop the capability to accept and process claims in real time. Under such a real-time adjudication, or RTA, system, payers notify physicians immediately upon receipt of billing information if third-party claims are accepted or rejected, the amount that will be paid by the payer, and the amount that the patient may owe under the particular health plan involved. This capability is frequently referred to within the industry as “real time adjudication” because it avoids the processing time that adjudication of claims by payers has historically involved. Taking advantage of this payer capability, we have designed a platform for transacting with payer RTA systems that is payer-neutral and designed to integrate the various payer RTA processes so that our clients experience the same workflow regardless of payer. Using this platform, we have collaborated with two major payers, Humana and United Healthcare, to process RTA transactions with their systems.

Competition

We have experienced, and expect to continue to experience, intense competition from a number of companies. Our primary competition is the use of locally installed software to manage revenue and clinical cycle workflow within the physician’s office. Other nationwide competitors have begun introducing services that they refer to as “on-demand” or “software-as-a-service” models, under which software is centrally hosted and services are provided from central locations. Software and service companies that sell practice management and EHR software and medical billing and collection services include GE Healthcare, Sage Software Healthcare, Inc., Allscripts-Misys Healthcare Solutions, Inc., Siemens Medical Solutions USA, Inc., eClinical Works, LLC, and Quality Systems, Inc. As a service company that provides revenue cycle services, we also compete against large billing companies such as McKesson Corp.; Ingenix, a division of United Healthcare, Inc.; and regional billing companies.

The principal competitive factors in our industry include:

•  ability to quickly adapt to increasing complexity of the healthcare reimbursement system;

•  size and scope of payer rules knowledge;

•  ease of use and rates of user adoption;

•  product functionality and scope of services;

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•  scope of network connections to support electronic data interactions;

•  performance, security, scalability, and reliability of service;

•  sale and marketing capabilities of the vendor; and

•  financial stability of the vendor.

We believe that we compete favorably with our competitors on the basis of these factors. However, many of our competitors and potential competitors have significantly greater financial, technological, and other resources and name recognition than we do, as well as more established distribution networks and relationships with healthcare providers. As a result, many of these companies may respond more quickly to new or emerging technologies and standards and changes in customer requirements. These companies may be able to invest more resources than we can in research and development, strategic acquisitions, sales and marketing, and patent prosecution and litigation and to finance capital equipment acquisitions for their customers.

Government Regulation

Although we generally do not contract with U.S. state or local government entities, the services that we provide are subject to a complex array of federal and state laws and regulations, including regulation by the Centers for Medicare and Medicaid Services, or CMS, of the U.S. Department of Health and Human Services, as well as additional regulation.

Government Regulation of Health Information

HIPAA Privacy and Security Rules.  The Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations that have been issued under it (collectively, “HIPAA”) contain substantial restrictions and requirements with respect to the use and disclosure of individuals’ protected health information. These are embodied in the Privacy Rule and Security Rule portions of HIPAA. The HIPAA Privacy Rule prohibits a covered entity from using or disclosing an individual’s protected health information unless the use or disclosure is authorized by the individual or is specifically required or permitted under the Privacy Rule. The Privacy Rule imposes a complex system of requirements on covered entities for complying with this basic standard. Under the HIPAA Security Rule, covered entities must establish administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of electronic protected health information maintained or transmitted by them or by others on their behalf.

The HIPAA Privacy and Security Rules apply directly to covered entities, such as healthcare providers who engage in HIPAA-defined standard electronic transactions, health plans, and healthcare clearinghouses. Because we translate electronic transactions to and from the HIPAA-prescribed electronic forms and other forms, we are considered a clearinghouse, and as such are a covered entity. In addition, our clients are also covered entities. In order to provide clients with services that involve the use or disclosure of protected health information, the HIPAA Privacy and Security Rules require us to enter into business associate agreements with our clients. Such agreements must, among other things, provide adequate written assurances:

•  as to how we will use and disclose the protected health information;

•  that we will implement reasonable administrative, physical, and technical safeguards to protect such information from misuse;

•  that we will enter into similar agreements with our agents and subcontractors that have access to the information;

•  that we will report security incidents and other inappropriate uses or disclosures of the information; and

•  that we will assist the client in question with certain of its duties under the Privacy Rule.

HIPAA Transaction Requirements.  In addition to the Privacy and Security Rules, HIPAA also requires that certain electronic transactions related to health care billing be conducted using prescribed electronic formats. For example, claims for reimbursement that are transmitted electronically to payers must comply with

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specific formatting standards, and these standards apply whether the payer is a government or a private entity. As a covered entity subject to HIPAA, we must meet these requirements, and moreover, we must structure and provide our services in a way that supports our clients’ HIPAA compliance obligations.

HITECH Act.  The HITECH Act, which became law in February 2009, and the regulations issued and to be issued under it have provided and are expected to provide, among other things, clarification of certain aspects of both the Privacy and Security Rules, expansion of the disclosure requirements for a breach of the Security Rule, and strengthening of the civil and criminal penalties for failure to comply with HIPAA. As these additional requirements are adopted, we will be required to comply with them.

State Laws.  In addition to the HIPAA Privacy and Security Rules and the requirements imposed by the HITECH Act, most states have enacted patient confidentiality laws that protect against the disclosure of confidential medical information, and many states have adopted or are considering further legislation in this area, including privacy safeguards, security standards, and data security breach notification requirements. Such state laws, if more stringent than HIPAA and HITECH Act requirements, are not preempted by the federal requirements, and we must comply with them. For example, the Massachusetts Office of Consumer Affairs and Business Regulations issued final data security regulations, which became effective in March 2010 and establish minimum standards for protecting and storing personal information about Massachusetts residents contained in paper or electronic format.

Red Flag Rules.  Starting June 1, 2010, medical practices that act as “creditors” to their patients will need to comply with new Federal Trade Commission rules promulgated under the Fair and Accurate Credit Transactions Act of 2003 that are aimed at reducing the risk of identity theft. These rules require creditors to adopt policies and procedures that identify patterns, practices, or activities that indicate possible identity theft (called “red flags”); detect those red flags; and respond appropriately to those red flags to prevent or mitigate any theft. The rules also require creditors to update their policies and procedures on a regular basis. Because most practices treat their patients without receiving full payment at the time of service, our clients are generally considered “creditors” for purposes of these rules and are required to comply with them. Although we are not directly subject to these rules — since we do not extend credit to customers — we do handle patient data that, if improperly disclosed, could be used in identity theft. Because the red flag rules were originally slated to take effect in November 2008, we have been assisting in our clients’ efforts to the extent necessary to implement appropriate procedures for some time and plan on continuing to do so.

Government Regulation of Reimbursement

Our clients are subject to regulation by a number of governmental agencies, including those that administer the Medicare and Medicaid programs. Accordingly, our clients are sensitive to legislative and regulatory changes in, and limitations on, the government healthcare programs and changes in reimbursement policies, processes, and payment rates. During recent years, there have been numerous federal legislative and administrative actions that have affected government programs, including adjustments that have reduced or increased payments to physicians and other healthcare providers and adjustments that have affected the complexity of our work. For example, Medicare reimbursement was, for a period of time in 2006, reduced with respect to portions of the physician payment fee schedule. The federal government subsequently rescinded reduction and decided to pay physicians the amount of the reduction that had been applied to claims already processed under the reduced payment fee schedule. To collect these payments for our clients, we re-submitted claims that had previously been processed. This process required substantial unanticipated processing work by us, and the additional payments for re-submitted claims were sometimes very small. It is possible that the federal or state governments will implement future reductions, increases, or changes in reimbursement under government programs that adversely affect our client base or our cost of providing our services. Any such changes could adversely affect our own financial condition by reducing the reimbursement rates of our clients or by increasing our cost of serving clients.

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Fraud and Abuse

A number of federal and state laws, loosely referred to as “fraud and abuse laws,” are used to prosecute healthcare providers, physicians, and others that make, offer, seek, or receive referrals or payments for products or services that may be paid for through any federal or state healthcare program and, in some instances, any private program. Given the breadth of these laws and regulations, they are potentially applicable to our business; the transactions that we undertake on behalf of our clients; and the financial arrangements through which we market, sell, and distribute our services. These laws and regulations include:

Anti-Kickback Laws.  There are numerous federal and state laws that govern patient referrals, physician financial relationships, and inducements to healthcare providers and patients. The federal healthcare programs’ anti-kickback law prohibits any person or entity from offering, paying, soliciting, or receiving anything of value, directly or indirectly, for the referral of patients covered by Medicare, Medicaid, and other federal healthcare programs or the leasing, purchasing, ordering, or arranging for or recommending the lease, purchase, or order of any item, good, facility, or service covered by these programs. Courts have construed this anti-kickback law to mean that a financial arrangement may violate this law if any one of the purposes of one of the arrangements is to encourage patient referrals or other federal healthcare program business, regardless of whether there are other legitimate purposes for the arrangement. There are several limited exclusions known as safe harbors that may protect some arrangements from enforcement penalties. These safe harbors have very limited application. Penalties for federal anti-kickback violations are severe, and include imprisonment, criminal fines, civil money penalties with triple damages, and exclusion from participation in federal healthcare programs. Many states have similar anti-kickback laws, some of which are not limited to items or services for which payment is made by a government healthcare program.

False or Fraudulent Claim Laws.  There are numerous federal and state laws that forbid submission of false information or the failure to disclose information in connection with the submission and payment of physician claims for reimbursement. In some cases, these laws also forbid abuse of existing systems for such submission and payment, for example, by systematic over treatment or duplicate billing for the same services to collect increased or duplicate payments. These laws and regulations may change rapidly, and it is frequently unclear how they apply to our business. For example, one federal false claim law forbids knowing submission to government programs of false claims for reimbursement for medical items or services. Under this law, knowledge may consist of willful ignorance or reckless disregard of falsity. How these concepts apply to services such as ours that rely substantially on automated processes has not been well defined in the regulations or relevant case law. As a result, our errors with respect to the formatting, preparation, or transmission of such claims and any mishandling by us of claims information that is supplied by our clients or other third parties may be determined to, or may be alleged to, involve willful ignorance or reckless disregard of any falsity that is later determined to exist.

In most cases where we are permitted to do so, we charge our clients a percentage of the collections that they receive as a result of our services. To the extent that liability under fraud and abuse laws and regulations requires intent, it may be alleged that this percentage calculation provides us or our employees with incentive to commit or overlook fraud or abuse in connection with submission and payment of reimbursement claims. The Centers for Medicare and Medicaid Services has stated that it is concerned that percentage-based billing services may encourage billing companies to commit or to overlook fraudulent or abusive practices.

Stark Law and Similar State Laws.  The Ethics in Patient Referrals Act, known as the Stark Law, prohibits certain types of referral arrangements between physicians and healthcare entities. Physicians are prohibited from referring patients for certain designated health services reimbursed under federally funded programs to entities with which they or their immediate family members have a financial relationship or an ownership interest, unless such referrals fall within a specific exception. Violations of the statute can result in civil monetary penalties and/or exclusion from the Medicare and Medicaid programs. Furthermore, reimbursement claims for care rendered under forbidden referrals may be deemed false or fraudulent, resulting in liability under other fraud and abuse laws.

Laws in many states similarly forbid billing based on referrals between individuals and/or entities that have various financial, ownership, or other business relationships. These laws vary widely from state to state.

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Corporate Practice of Medicine Laws, Fee-Splitting Laws, and Anti-Assignment Laws

In many states, there are laws that forbid non-licensed practitioners from practicing medicine, prevent corporations from being licensed as practitioners, and forbid licensed medical practitioners from practicing medicine in partnership with non-physicians, such as business corporations. In some states, these prohibitions take the form of laws or regulations forbidding the splitting of physician fees with non-physicians or others. In some cases, these laws have been interpreted to prevent business service providers from charging their physician clients on the basis of a percentage of collections or charges.

There are also federal and state laws that forbid or limit assignment of claims for reimbursement from government-funded programs. Some of these laws limit the manner in which business service companies may handle payments for such claims and prevent such companies from charging their physician clients on the basis of a percentage of collections or charges. In particular, the Medicare program specifically requires that billing agents who receive Medicare payments on behalf of medical care providers must meet the following requirements:

•  the agent must receive the payment under an agreement between the provider and the agent;

•  the agent’s compensation may not be related in any way to the dollar amount billed or collected;

•  the agent’s compensation may not depend upon the actual collection of payment;

•  the agent must act under payment disposition instructions, which the provider may modify or revoke at any time; and

•  in receiving the payment, the agent must act only on behalf of the provider, except insofar as the agent uses part of that payment to compensate the agent for the agent’s billing and collection services.

Medicaid regulations similarly provide that payments may be received by billing agents in the name of their clients without violating anti-assignment requirements if payment to the agent is related to the cost of the billing service, not related on a percentage basis to the amount billed or collected, and not dependent on collection of payment.

Electronic Prescribing Laws

States have differing prescription format and signature requirements. Many existing laws and regulations, when enacted, did not anticipate the methods of e-commerce now being developed. However, due in part to recent industry initiatives, federal law and the laws of all 50 states now permit the electronic transmission of prescription orders. In addition, on November 7, 2005, the Department of Health and Human Services published its final E-Prescribing and the Prescription Drug Program regulations, referred to below as the E-Prescribing Regulations. These regulations are required by the Medicare Prescription Drug Improvement and Modernization Act of 2003 (“MMA”) and became effective beginning on January 1, 2006. The E-Prescribing Regulations consist of detailed standards and requirements, in addition to the HIPAA standards discussed previously, for prescription and other information transmitted electronically in connection with a drug benefit covered by the MMA’s Prescription Drug Benefit. These standards cover not only transactions between prescribers and dispensers for prescriptions but also electronic eligibility and benefits inquiries and drug formulary and benefit coverage information. The standards apply to prescription drug plans participating in the MMA’s Prescription Drug Benefit. Aspects of our services are affected by such regulation, as our clients need to comply with these requirements.

Anti-Tampering Laws

For certain prescriptions that cannot or may not be transmitted electronically from physician to pharmacy, both federal and state laws require that the written forms used exhibit anti-tampering features. For example, the U.S. Troop Readiness, Veterans’ Care, Katrina Recovery, and Iraq Accountability Appropriations Act of 2007 has since April 2008 required that most prescriptions covered by Medicaid must demonstrate security features that prevent copying, erasing, or counterfeiting of the written form. Because our clients will, on

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occasion, need to use printed forms, we must take these laws into consideration for purposes of the prescription functions of our athenaClinicals service.

Electronic Health Records Certification Requirements

The federal Office of the National Coordinator for Health Information Technology, or ONCHIT, is responsible for promoting the use of interoperable electronic health records and systems. ONCHIT has introduced a strategic framework and has awarded contracts to advance a national health information network and interoperable EHRs. One project within this framework is a “voluntary” private sector based certification commission, CCHIT, that certifies electronic health record systems as meeting minimum functional and interoperability requirements. Our clinical application functionality is certified by CCHIT under its 2008 criteria. Due to the possible incorporation of CCHIT’s criteria into the meaningful use standards under the HITECH Act, such certification may become a de facto requirement for selling clinical systems in the future; however, CCHIT’s certification requirement may change substantially. While we believe our system is well designed in terms of function and interoperability, we cannot be certain that it will meet future requirements.

United States Food and Drug Administration

The FDA has promulgated a draft policy for the regulation of computer software products as medical devices and a proposed rule for reclassification of medical device data systems under the Federal Food, Drug and Cosmetic Act, as amended, or FDCA. If our computer software functionality is a medical device under the policy or a medical device data system under the rule, we could be subject to the FDA requirements discussed below. Although it is not possible to anticipate the final form of the FDA’s policy or final rule with regard to computer software, we expect that the FDA is likely to become increasingly active in regulating computer software intended for use in healthcare settings regardless of whether the draft policy or proposed rule is finalized or changed.

Medical devices are subject to extensive regulation by the FDA under the FDCA. Under the FDCA, medical devices include any instrument, apparatus, machine, contrivance, or other similar or related article that is intended for use in the diagnosis of disease or other conditions or in the cure, mitigation, treatment, or prevention of disease. FDA regulations govern, among other things, product development, testing, manufacture, packaging, labeling, storage, clearance or approval, advertising and promotion, sales and distribution, and import and export. FDA requirements with respect to devices that are determined to pose lesser risk to the public include:

•  establishment registration and device listing with the FDA;

•  the Quality System Regulation, or QSR, which requires manufacturers, including third-party or contract manufacturers, to follow stringent design, testing, control, documentation, and other quality assurance procedures during all aspects of manufacturing;

•  labeling regulations and FDA prohibitions against the advertising and promotion of products for uncleared, unapproved off-label uses and other requirements related to advertising and promotional activities;

•  medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur;

•  corrections and removal reporting regulations, which require that manufacturers report to the FDA any field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health; and

•  post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device.

Non-compliance with applicable FDA requirements can result in, among other things, public warning letters, fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension of production,

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failure of the FDA to grant marketing approvals, withdrawal of marketing approvals, a recommendation by the FDA to disallow us from entering into government contracts, and criminal prosecutions. The FDA also has the authority to request repair, replacement, or refund of the cost of any device.

Foreign Regulations

Our subsidiary in Chennai, India, is subject to additional regulations by the Government of India, as well as its regional subdivisions. These regulations include Indian federal and local corporation requirements, restrictions on exchange of funds, employment-related laws, and qualification for tax status and tax incentives.

Intellectual Property

We rely on a combination of patent, trademark, copyright, and trade secret laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology, databases, and our brand. Despite these reliances, we believe the following factors are more essential to establishing and maintaining a competitive advantage:

•  the statistical and technological skills of our service operations and research and development teams;

•  the healthcare domain expertise and payer rules knowledge of our service operations and research and development teams;

•  the real-time connectivity of our solutions;

•  the continued expansion of our proprietary rules engine; and

•  a continued focus on the improved financial results of our clients.

Our first patent application described and documented our unique patient workflow process, including the athenaNet Rules Engine, which applies proprietary rules to practice and payer inputs on a live, ongoing basis to produce cleaner healthcare claims, which can be adjudicated more quickly and efficiently. This patent application was granted in November 2009 and expires in December 2023. We have filed seven subsequent patent applications and two provisional patent applications that describe and document other unique aspects of our functionality and workflow processes during calendar years 2006 through 2009 and are currently pending before the United States Patent and Trademark Office. We also acquired one patent application each in connection with the acquisitions of MedicalMessaging.net in September 2008 and Anodyne in October 2009.

We also rely on a combination of registered and unregistered service marks to protect our brands. “athenahealth,” “athenaNet,” and the athenahealth logo are registered service marks of athenahealth. In 2009, we applied for the registration of athenaClinicals, athenaCollector, athenaCommunicator, and PayerView as service marks of athenahealth, and we are currently corresponding with the examiner to resolve some technical issues. Additionally, athenaEnterprise, athenaRules, and ReminderCall are service marks of athenahealth, and in connection with the acquisition of Anodyne we acquired Anodyne Analytics and Anodyne Intelligence Platform as service marks.

We have a policy of requiring key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Our agreements with clients include confidentiality and non-disclosure provisions.

Employees

As of December 31, 2009, we had 1,035 employees. Of these employees, 966 were employed in the U.S., including 582 in service operations, 124 in sales and marketing, 139 in research and development, and 121 in general and administrative functions. In addition, as of that date, we had 68 employees located in Chennai, India, who were employed by our foreign subsidiary, athenahealth Technology Private Limited, including

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thirteen in service operations, 42 in research and development, and thirteen in general and administrative functions. As of the same date, our domestic operating subsidiary, Anodyne had 37 U.S. employees, of whom seventeen were in service operations, ten were in sales and marketing, three were in research and development, and seven provided general and administrative services. We believe that we have good relationships with our employees. None of our employees are subject to collective bargaining agreements or are represented by a union.

Organization and Trademarks

We were incorporated in Delaware on August 21, 1997, as Athena Healthcare Incorporated. We changed our name to athenahealth.com, Inc. on March 31, 2000, and to athenahealth, Inc. on November 17, 2000. Our corporate headquarters are located at 311 Arsenal Street, Watertown, Massachusetts, 02472, and our telephone number is (617) 402-1000. In this Annual Report on Form 10-K, the terms “athena,” “athenahealth,” “we,” “us,” and “our” refer to athenahealth, Inc. and its subsidiaries, Anodyne Health Partners, Inc., athenahealth MA, Inc., and athenahealth Technology Private Limited, and any subsidiary that may be acquired or formed in the future.

Our marks include athenahealth, athenaNet, and the athenahealth logo as registered service marks; Anodyne Analytics, Anodyne Intelligence, athenaClinicals, athenaCollector, athenaCommunicator, athenaEnterprise, athenaRules, PayerView, and ReminderCall, as unregistered service marks. This Annual Report on Form 10-K also includes the registered and unregistered trademarks and service marks of other persons.

Financial Information

The financial information required under this Item 1 is incorporated herein by reference to Part II, Item 8 of this Annual Report on Form 10-K.

Where You Can Find More Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available through the investor relations portion of our website ( www.athenahealth.com ) free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or SEC. As discussed in “Explanatory Note Regarding Restatement,” financial information included in the reports on Form 10-K, Form 10-Q, and Form 8-K filed by us prior to March 15. 2010, and all earnings press releases and similar communications issued by us prior to March 15, 2010, should not be relied upon and are superseded in their entirety by this Annual Report on Form 10-K. Information on our investor relations page and on our website is not part of this Annual Report on Form 10-K or any of our other securities filings unless specifically incorporated herein by reference. In addition, our filings with the Securities and Exchange Commission may be accessed through the Securities and Exchange Commission’s Interactive Data Electronic Applications (IDEA) system at www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Item 1A.   Risk Factors.

Our operating results and financial condition have varied in the past and may in the future vary significantly depending on a number of factors. Except for the historical information in this report, the matters contained in this report include forward-looking statements that involve risks and uncertainties. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this report and presented elsewhere by management from time to time. Such factors, among others, may have a material adverse effect upon our business, results of operations, and financial condition.

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RISKS RELATED TO OUR BUSINESS

Our operating results have in the past and may continue to fluctuate significantly, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our operating results are likely to fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Moreover, our stock price may be based on expectations of our future performance that may be unrealistic or that may not be met. Some of the important factors that could cause our revenues and operating results to fluctuate from quarter to quarter include:

•  the extent to which our services achieve or maintain market acceptance;

•  our ability to introduce new services and enhancements to our existing services on a timely basis;

•  new competitors and the introduction of enhanced products and services from new or existing competitors;

•  the length of our contracting and implementation cycles;

•  the financial condition of our current and potential clients;

•  changes in client budgets and procurement policies;

•  the amount and timing of our investment in research and development activities;

•  technical difficulties or interruptions in our services;

•  our ability to hire and retain qualified personnel and maintain an adequate rate of expansion of our sales force;

•  changes in the regulatory environment related to healthcare;

•  regulatory compliance costs;

•  the timing, size, and integration success of potential future acquisitions; and

•  unforeseen legal expenses, including litigation and settlement costs.

Many of these factors are not within our control, and the occurrence of one or more of them might cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenues and operating results may not be meaningful and should not be relied upon as an indication of future performance.

A significant portion of our operating expense is relatively fixed in nature, and planned expenditures are based in part on expectations regarding future revenue. Accordingly, unexpected revenue shortfalls may decrease our gross margins and could cause significant changes in our operating results from quarter to quarter. In addition, our future quarterly operating results may fluctuate and may not meet the expectations of securities analysts or investors. If this occurs, the trading price of our common stock could fall substantially either suddenly or over time.

We operate in a highly competitive industry, and if we are not able to compete effectively, our business and operating results will be harmed.

The provision by third parties of revenue cycle services to physician practices has historically been dominated by small service providers who offer highly individualized services and a high degree of specialized knowledge applicable in many cases to a limited medical specialty, a limited set of payers, or a limited geographical area. We anticipate that the software, statistical, and database tools that are available to such service providers will continue to become more sophisticated and effective and that demand for our services could be adversely affected.

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Revenue cycle software for physician practices has historically been dominated by large, well-financed and technologically sophisticated entities that have focused on software solutions. Some of these entities are now offering “on-demand” services or a “software-as-a-service” model under which software is centrally administered, and administrative services may be provided on a vendor basis. The size, financial strength, and breadth of offerings of these entities is increasing as a result of continued consolidation in both the information technology and healthcare industries. We expect large integrated technology companies to become more active in our markets, both through acquisition and internal investment. As costs fall and technology improves, increased market saturation may change the competitive landscape in favor of competitors with greater scale than we possess.

Some of our current large competitors, such as GE Healthcare, Sage Software Healthcare, Inc., Allscripts-Misys Healthcare Solutions, Inc., Quality Systems, Inc., Siemens Medical Solutions USA, Inc., and McKesson Corp. have greater name recognition, longer operating histories, and significantly greater resources than we do. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or client requirements. In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with vendors of complementary products, technologies, or services to increase the availability of their products to the marketplace. Current or future competitors may consolidate to improve the breadth of their products, directly competing with our integrated offerings. Accordingly, new competitors or alliances may emerge that have greater market share, larger client bases, more widely adopted proprietary technologies, broader offerings, greater marketing expertise, greater financial resources, and larger sales forces than we have, which could put us at a competitive disadvantage. Further, in light of these advantages, even if our services are more effective than the product or service offerings of our competitors, current or potential clients might accept competitive products and services in lieu of purchasing our services. Increased competition is likely to result in pricing pressures, which could negatively impact our sales, profitability, or market share. In addition to new niche vendors, who offer stand-alone products and services, we face competition from existing enterprise vendors, including those currently focused on software solutions, which have information systems in place with clients in our target market. These existing enterprise vendors may now, or in the future, offer or promise products or services with less functionality than our services, but that offer ease of integration with existing systems and that leverage existing vendor relationships.

The market for our services is relatively immature and volatile, and if it does not develop further or if it develops more slowly than we expect, the growth of our business will be harmed.

The market for Internet-based business services is still relatively new and narrowly based, and it is uncertain whether these services will achieve and sustain high levels of demand and market acceptance. Our success will depend to a substantial extent on the willingness of enterprises, large and small, to increase their use of on-demand business services in general, and for their revenue and clinical cycles in particular. Many enterprises have invested substantial personnel and financial resources to integrate established enterprise software into their businesses, and therefore may be reluctant or unwilling to switch to an on-demand application service. Furthermore, some enterprises may be reluctant or unwilling to use on-demand application services, because they have concerns regarding the risks associated with security capabilities, among other things, of the technology delivery model associated with these services. If enterprises do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect, either of which would significantly adversely affect our operating results. In addition, as a relatively new company in the healthcare business services market, we have limited insight into trends that may develop and affect our business. We may make errors in predicting and reacting to relevant business trends, which could harm our business. If any of these risks occur, it could materially adversely affect our business, financial condition, or results of operations.

If we do not continue to innovate and provide services that are useful to users, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on providing services that the medical community uses to improve business performance and quality of service to patients. Our competitors are constantly developing products and services that may become more efficient or appealing to our clients. As a result, we must continue to invest significant resources in research and development in order to enhance our existing services and introduce new

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high-quality services that clients will want. If we are unable to predict user preferences or industry changes, or if we are unable to modify our services on a timely basis, we may lose clients. Our operating results would also suffer if our innovations are not responsive to the needs of our clients, are not appropriately timed with market opportunity, or are not effectively brought to market. As technology continues to develop, our competitors may be able to offer results that are, or that are perceived to be, substantially similar to or better than those generated by our services. This may force us to compete on additional service attributes and to expend significant resources in order to remain competitive.

As a result of our variable sales and implementation cycles, we may be unable to recognize revenue to offset expenditures, which could result in fluctuations in our quarterly results of operations or otherwise harm our future operating results.

The sales cycle for our services can be variable, typically ranging from three to five months from initial contact to contract execution. During the sales cycle, we expend time and resources, and we do not recognize any revenue to offset such expenditures. Our implementation cycle is also variable, typically ranging from three to five months from contract execution to completion of implementation. Some of our new-client set-up projects are complex and require a lengthy delay and significant implementation work. Each client’s situation is different, and unanticipated difficulties and delays may arise as a result of failure by us or by the client to meet our respective implementation responsibilities. In some cases, especially those involving larger clients, the sales cycle and the implementation cycle may exceed the typical ranges by substantial margins. During the implementation cycle, we expend substantial time, effort, and financial resources implementing our services, but accounting principles do not allow us to recognize the resulting revenue until the service has been implemented, at which time we begin recognition of implementation revenue over an expected attribution period of the longer of the estimated expected customer life, currently twelve years, or the contract term. This could harm our future operating results.

After a client contract is signed, we provide an implementation process for the client during which appropriate connections and registrations are established and checked, data is loaded into our athenaNet system, data tables are set up, and practice personnel are given initial training. The length and details of this implementation process vary widely from client to client. Typically, implementation of larger clients takes longer than implementation for smaller clients. Implementation for a given client may be cancelled. Our contracts typically provide that they can be terminated for any reason or for no reason in 90 days. Despite the fact that we typically require a deposit in advance of implementation, some clients have cancelled before our services have been started. In addition, implementation may be delayed or the target dates for completion may be extended into the future for a variety of reasons, including the needs and requirements of the client, delays with payer processing, and the volume and complexity of the implementations awaiting our work. If implementation periods are extended, our provision of the revenue cycle or clinical cycle services upon which we realize most of our revenues will be delayed, and our financial condition may be adversely affected. In addition, cancellation of any implementation after it has begun may involve loss to us of time, effort, and expenses invested in the cancelled implementation process and lost opportunity for implementing paying clients in that same period of time.

These factors may contribute to substantial fluctuations in our quarterly operating results, particularly in the near term and during any period in which our sales volume is relatively low. As a result, in future quarters our operating results could fall below the expectations of securities analysts or investors, in which event our stock price would likely decrease.

If the revenue of our clients decreases, or if our clients cancel or elect not to renew their contracts, our revenue will decrease.

Under most of our client contracts, we base our charges on a percentage of the revenue that the client realizes while using our services. Many factors may lead to decrease in client revenue, including:

•  interruption of client access to our system for any reason;

•  our failure to provide services in a timely or high-quality manner;

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•  failure of our clients to adopt or maintain effective business practices;

•  actions by third-party payers of medical claims to reduce reimbursement;

•  government regulations and government or other payer actions reducing or delaying reimbursement; and

•  reduction of client revenue resulting from increased competition or other changes in the marketplace for physician services.

The current economic situation may give rise to several of these factors. For example, patients who have lost health insurance coverage due to unemployment or who face increased deductibles imposed by financially struggling employers or insurers could reduce the number of visits those patients make to our physician clients. Patients without health insurance or with reduced coverage may also default on their payment obligations at a higher rate than patients with coverage. Added financial stress on our clients could lead to their acquisition or bankruptcy, which could cause the termination of some of our service relationships. Further, despite the cost benefits that we believe our services provide, prospective clients may wish to delay contract decisions due to implementation costs or be reluctant to make any material changes in their established business methods in the current economic climate. With a reduction in tax revenue, state and federal government health care programs, including reimbursement programs such as Medicaid, may be reduced or eliminated, which could negatively impact the payments that our clients receive. Also, although we currently estimate our expected customer life to be twelve years, this is only an estimate and there can be no assurance that our clients will elect to renew their contracts for this period of time. Our clients typically purchase one-year contracts that, in most cases, may be terminated on 90 days notice without cause. If our clients’ revenue decreases for any of the above or other reasons, or if our clients cancel or elect not to renew their contracts, our revenue will decrease.

We may not see the benefits of, or have our services approved under, government programs initiated to counter the effects of the current economic situation or foster the adoption of certain health information technologies, which could reduce client demand, trigger certain guarantee obligations, and affect our access to the market.

Although government programs have been initiated to counter the effects of the current economic situation and foster the adoption of certain health information technologies, we cannot assure you that we will receive any funds from, or have our services approved under, those programs. For example, the HITECH Act has authorized approximately $17 billion in expenditures to further adoption of electronic health records, and entities such as the Massachusetts Healthcare Consortium have offered to subsidize such adoption, as permitted by recent changes in federal regulations.

While we believe that our service offerings will meet the requirements of the HITECH Act and other programs in order for our clients to qualify for additional reimbursement for implementing and using our services, there can be no certainty that any of the planned additional reimbursements, if made, will be made in regard to our services. To the extent that we do not qualify for or participate in such subsidy programs, demand for our services may be reduced, which may result in decreased revenues, perhaps material decreases. Furthermore, we have offered certain existing and prospective clients a guarantee that they will receive Medicare incentive reimbursement under the 2011 HITECH Act program year for meaningful use of our athenaClinicals EHR service. If such reimbursements are delayed or not made because of a failure on our part, we could be obligated to credit up to six months of our EHR services fees for each client participating in our guarantee program.

In addition, if our services are not approved or included as a preferred solution under certain programs, our access to the market could be reduced. For example, the Health Information Technology Extension Program under the HITECH Act provides for 70 or more regional centers that will assist local healthcare providers in selecting and using EHR products and services. If any of our services are not approved, or not included in a list of preferred products and services, under one or more programs, demand for our services and our access to the market could be reduced, which could have a material adverse effect on our business, including a material decrease in revenues and possibly market share.

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If participants in our channel marketing and sales lead programs do not maintain appropriate relationships with current and potential clients, our sales accomplished with their help or data may be unwound and our payments to them may be deemed improper.

We maintain a series of relationships with third parties that we term channel relationships. These relationships take different forms under different contractual language. Some relationships help us identify sales leads. Other relationships permit third parties to act as value-added resellers or as independent sales representatives for our services. In some cases, for example in the case of some membership organizations, these relationships involve endorsement of our services as well as other marketing activities. In each of these cases, we require contractually that the third party disclose information to and/or limit their relationships with potential purchasers of our services for regulatory compliance reasons. If these third parties do not comply with these regulatory requirements or if our requirements are deemed insufficient, sales accomplished with the data or help that they have provided as well as the channel relationship themselves may not be enforceable, may be unwound, and may be deemed to violate relevant laws or regulations. Third parties that, despite our requirements, exercise undue influence over decisions by current and prospective clients, occupy positions with obligations of fidelity or fiduciary obligations to current and prospective clients, or who offer bribes or kickbacks to current and prospective clients or their employees may be committing wrongful or illegal acts that could render any resulting contract between us and the client unenforceable or in violation of relevant laws or regulations. Any misconduct by these third parties with respect to current or prospective clients, any failure to follow contractual requirements, or any insufficiency of those contractual requirements may result in allegations that we have encouraged or participated in wrongful or illegal behavior and that payments to such third parties under our channel contracts are improper. This misconduct could subject us to civil or criminal claims and liabilities, require us to change or terminate some portions of our business, require us to refund portions of our services fees, and adversely affect our revenue and operating margin. Even an unsuccessful challenge of our activities could result in adverse publicity, require costly response from us, impair our ability to attract and maintain clients, and lead analysts or investors to reduce their expectations of our performance, resulting in reduction in the market price of our stock.

Failure to manage our rapid growth effectively could increase our expenses, decrease our revenue, and prevent us from implementing our business strategy.

We have been experiencing a period of rapid growth. To manage our anticipated future growth effectively, we must continue to maintain, and may need to enhance, our information technology infrastructure and financial and accounting systems and controls, as well as manage expanded operations in geographically distributed locations. We also must attract, train, and retain a significant number of qualified sales and marketing personnel, professional services personnel, software engineers, technical personnel, and management personnel. Failure to manage our rapid growth effectively could lead us to over-invest or under-invest in technology and operations; result in weaknesses in our infrastructure, systems, or controls; give rise to operational mistakes, losses, or loss of productivity or business opportunities; and result in loss of employees and reduced productivity of remaining employees. Our growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of new services. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our revenue could decline or may grow more slowly than expected, and we may be unable to implement our business strategy.

We depend upon two third-party service providers for important processing functions. If either of these third-party providers does not fulfill its contractual obligations or chooses to discontinue its services, our business and operations could be disrupted and our operating results would be harmed.

We have entered into service agreements with International Business Machines Corporation and Vision Business Process Solutions Inc., a subsidiary of Dell, Inc. (formerly Perot Systems Corporation), to provide data entry and other services from facilities located in India and the Philippines to support our client service operations. Among other things, these providers process critical claims data and clinical documents. If these services fail or are of poor quality, our business, reputation, and operating results could be harmed. Failure of

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either service provider to perform satisfactorily could result in client dissatisfaction, disrupt our operations, and adversely affect operating results. With respect to these service providers, we have significantly less control over the systems and processes involved than if we maintained and operated them ourselves, which increases our risk. In some cases, functions necessary to our business are performed on proprietary systems and software to which we have no access. If we need to find an alternative source for performing these functions, we may have to expend significant money, resources, and time to develop the alternative, and if this development is not accomplished in a timely manner and without significant disruption to our business, we may be unable to fulfill our responsibilities to clients or the expectations of clients, with the attendant potential for liability claims and a loss of business reputation, loss of ability to attract or maintain clients, and reduction of our revenue or operating margin.

Various risks could affect our worldwide operations, exposing us to significant costs.

We conduct operations throughout the world, including the United States, India, and the Philippines, either directly or through our service providers. Such worldwide operations expose us to potential operational disruptions and costs as a result of a wide variety of events, including local inflation or economic downturn, currency exchange fluctuations, political turmoil, terrorism, labor issues, natural disasters, and pandemics. Any such disruptions or costs could have a negative effect on our ability to provide our services or meet our contractual obligations, the cost of our services, client satisfaction, our ability to attract or maintain clients, and, ultimately, our profits.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our planned growth.

To continue to execute on our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for senior sales executives and engineers with high levels of experience in designing and developing software and Internet-related services. We may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in the Internet and high-technology industries, job candidates often consider the value of the equity awards they are to receive in connection with their employment. Volatility in the price of our stock may, therefore, adversely affect our ability to attract or retain key employees. Furthermore, the requirements to expense equity awards may discourage us from granting the size or type of equity awards that job candidates require to join our company. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

If we acquire companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value, and adversely affect our operating results and the value of our common stock.

As part of our business strategy, we may acquire, enter into joint ventures with, or make investments in complementary companies, services, and technologies in the future. Acquisitions and investments involve numerous risks, including:

•  difficulties in identifying and acquiring products, technologies, or businesses that will help our business;

•  difficulties in integrating operations, technologies, services, and personnel;

•  diversion of financial and managerial resources from existing operations;

•  the risk of entering new markets in which we have little to no experience;

•  risks related to the assumption of known and unknown liabilities;

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•  the risk of write-offs and the amortization of expenses related intangible assets and

•  delays in client purchases due to uncertainty and the inability to maintain relationships with clients of the acquired businesses.

As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, we may incur costs in excess of what we anticipate, and management resources and attention may be diverted from other necessary or valuable activities.

We may require additional capital to support business growth, and this capital might not be available.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges or opportunities, including the need to develop new services or enhance our existing service, enhance our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us or as a result of the current condition of the equity and debt markets limited financing may be available, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.

If we are required to collect sales and use taxes on the services we sell in additional jurisdictions, we may be subject to liability for past sales and incur additional related costs and expenses, and our future sales may decrease.

We may lose sales or incur significant expenses should states be successful in imposing state sales and use taxes on our services. A successful assertion by one or more states that we should collect sales or other taxes on the sale of our services could result in substantial tax liabilities for past sales, decrease our ability to compete with traditional retailers, and otherwise harm our business. Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. We review these rules and regulations periodically and, when we believe our services are subject to sales and use taxes in a particular state, voluntarily engage state tax authorities in order to determine how to comply with their rules and regulations. For example, in April 2006 we entered into a settlement agreement with the Ohio Department of Taxation after it determined that we owed sales and use taxes for sales made in the State of Ohio between July 2005 and January 2006. In connection with this settlement, we paid the State of Ohio $0.2 million in taxes, interest, and penalties. Additionally, in November 2004, we began paying sales and use taxes in the State of Texas. We cannot assure you that we will not be subject to sales and use taxes or related penalties for past sales in states where we believe no compliance is necessary.

Vendors of services, like us, are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our services, we may be liable for past taxes in addition to taxes going forward. Liability for past taxes may also include very substantial interest and penalty charges. Our client contracts provide that our clients must pay all applicable sales and similar taxes. Nevertheless, clients may be reluctant to pay back taxes and may refuse responsibility for interest or penalties associated with those taxes. If we are required to collect and pay back taxes and the associated interest and penalties, and if our clients fail or refuse to reimburse us for all or a portion of these amounts, we will have incurred unplanned expenses that may be substantial. Moreover, imposition of such taxes on our services going forward

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will effectively increase the cost of such services to our clients and may adversely affect our ability to retain existing clients or to gain new clients in the areas in which such taxes are imposed.

We may also become subject to tax audits or similar procedures in states where we already pay sales and use taxes. For example, in October 2007, we received an audit notification from the Commonwealth of Massachusetts Department of Revenue requesting materials relating to the amount of use tax we paid on account of our purchases for the audit periods between January 1, 2004, and December 31, 2006. The audit was resolved in 2008. We paid a liability of approximately $0.1 million in connection with this audit. The incurrence of additional accounting and legal costs and related expenses in connection with, and the assessment of taxes, interest, and penalties as a result of, audits, litigation, or otherwise could be materially adverse to our current and future results of operations and financial condition.

From time to time we may become subject to income tax audits or similar proceedings, and as a result we may incur additional costs and expenses or owe additional taxes, interest, and penalties in amounts that may be material.

We are subject to income taxes in the United States at both the federal and state levels. In determining our provision for income taxes, we are required to exercise judgment and make estimates where the ultimate tax determination is uncertain. While we believe that our estimates are reasonable, we cannot assure you that the final determination of any tax audit or tax-related litigation will not be materially different from that reflected in our income tax provisions and accruals. The incurrence of additional accounting and legal costs and related expenses in connection with, and the assessment of taxes, interest, and penalties as a result of, audits, litigation, or otherwise could be materially adverse to our current and future results of operations and financial condition.

In December 2009, the IRS completed the audit of our 2006, 2007, and 2008 tax returns commenced earlier in the year and found that no amounts were due from us in connection with either return.

Unanticipated changes in our tax rates or our exposure to additional income tax liabilities could affect our operating results and financial condition.

Our future effective tax rates could be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, the geographic mix of our revenue, or changes in tax laws or their interpretation. Significant judgment is required in determining our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance, however, that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition. Additionally, due to the evolving nature of tax rules combined with the number of jurisdictions in which we operate, it is possible that our estimates of our tax liability and our ability to realize our deferred tax assets could change in the future, which may result in additional tax liabilities and adversely affect our results of operations, financial condition, and cash flows.

The results of our review of our revenue recognition practices and resulting restatement may continue to have adverse effects on our financial results.

Our review of our revenue recognition practices and our restatement of our historical financial statements have resulted in the deferral of previously recognized revenue and have required and may continue to require us to expend significant management time and incur significant accounting, legal, and other expenses, all of which may have an adverse effect on our financial results.

As a result of our revenue recognition review and related restatement, approximately $22.3 million of implementation services revenue previously recognized through September 30, 2009, will be deferred to periods after that date. See the “Explanatory Note Regarding Restatement” immediately preceding Item 1 of Part I; Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and Note 2, “Restatement and Reclassification of Previously Issued Consolidated Financial Statements,” and Note 20, “Summarized Quarterly Unaudited Financial Data,” in Notes to Consolidated

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Financial Statements in Part II, Item 8 for further discussion. The accounting, legal, and other expenses associated with this restatement may also have a material adverse effect on our results of operations.

In addition, future private or government actions may be brought against us or our current or former officers relating to a failure to apply generally accepted accounting principles in the reporting of quarterly and annual financial statements and securities prospectuses from the time of our initial public offering to our most recent filing with the SEC. Such actions could have a material adverse effect on our business, financial condition, results of operations, and cash flows and the trading price for our securities. Litigation would be time-consuming, expensive, and disruptive to normal business operations, and the outcome of litigation is difficult to predict. The defense of any litigation would result in significant expenditures and the continued diversion of our management’s time and attention from the operation of our business, which could impede our business. In addition, while we maintain standard directors and officers insurance, all or a portion of any amount we may be required to pay to satisfy a judgment or settlement of any or all of these claims may not be covered by insurance.

We cannot be certain that the measures we have taken that address this restatement will ensure that restatements will not occur in the future. Execution of restatements like the one described above could create a significant strain on our internal resources, cause delays in our filing of quarterly or annual financial results, increase our costs, and cause management distraction.

We have identified a material weakness in our internal control over financial reporting, which has required us to incur substantial costs and diverted management resources in connection with our efforts to remediate this material weakness

In connection with our internal accounting policy review of our revenue recognition policies for the fiscal year ended December 31, 2009, and as discussed in Item 9A, “Controls and Procedures,” of this Annual Report on Form 10-K, we have identified a control deficiency relating to the application of generally accepted accounting principles to revenue recognition. Management has concluded that this control deficiency constituted a material weakness in internal control over financial reporting as of December 31, 2009. A “material weakness in internal control over financial reporting” is one or more deficiencies in process that create a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The deficiency in the application of our controls relating to the review of our revenue recognition policy resulted in a reasonable possibility that a material misstatement of our financial statements would not have been prevented or detected by us in the normal course of our financial statement close process.

We have discussed the identified control deficiency in our financial reporting and the remediation of such deficiency with the audit committee of our board of directors and will continue to do so as necessary. We believe that recent key additions to our financial staff, the use of external experts, and revisions to our internal training programs have remediated this control deficiency. However, we cannot be certain that the remedial measures that we have taken will ensure that we maintain adequate controls over our financial reporting in the future and, accordingly, additional material weaknesses could occur or be identified. Any future deficiencies could materially and adversely affect our ability to provide timely and accurate financial information, and the current and future deficiencies may impact investors’ confidence in our internal controls and our company, which could cause our stock price to decline.

We may be unable to adequately protect, and we may incur significant costs in enforcing, our intellectual property and other proprietary rights.

Our success depends in part on our ability to enforce our intellectual property and other proprietary rights. We rely upon a combination of trademark, trade secret, copyright, patent, and unfair competition laws, as well as license and access agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. In addition, we attempt to protect our intellectual property and proprietary information by requiring certain of our employees and consultants to enter into confidentiality, noncompetition, and assignment of inventions agreements. Our attempts to protect our intellectual property may be challenged by others or invalidated through administrative process or litigation. While we have one issued U.S. patent and have nine

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more U.S. patent applications and two provisional patent applications pending, we may be unable to obtain further meaningful patent protection for our technology. In addition, any patents issued in the future may not provide us with any competitive advantages or may be successfully challenged by third parties. Agreement terms that address non-competition are difficult to enforce in many jurisdictions and may not be enforceable in any particular case. To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties might gain access to our proprietary information, develop and market products or services similar to ours, or use trademarks similar to ours, each of which could materially harm our business. Existing U.S. federal and state intellectual property laws offer only limited protection. Moreover, the laws of other countries in which we now or may in the future conduct operations or contract for services may afford little or no effective protection of our intellectual property. Further, our platform incorporates open source software components that are licensed to us under various public domain licenses. While we believe that we have complied with our obligations under the various applicable licenses for open source software that we use, there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses, and therefore the potential impact of such terms on our business is somewhat unknown. The failure to adequately protect our intellectual property and other proprietary rights could materially harm our business.

In addition, if we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results, or financial condition.

We may be sued by third parties for alleged infringement of their proprietary rights.

The software and Internet industries are characterized by the existence of a large number of patents, trademarks, and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, our business involves the systematic gathering and analysis of data about the requirements and behaviors of payers and other third parties, some or all of which may be claimed to be confidential or proprietary. We have received in the past, and may receive in the future, communications from third parties claiming that we have infringed on the intellectual property rights of others. For example, in 2005, Billingnetwork Patent, Inc. sued us in Florida federal court alleging infringement of its patent issued in 2002 entitled “Integrated Internet Facilitated Billing, Data Processing and Communications System.” Although we settled this case in 2008, the prospect of similar litigation remains. Our technologies may not be able to withstand third-party claims of rights against their use. Any intellectual property claims, with or without merit, could be time-consuming and expensive to resolve, divert management attention from executing our business plan, and require us to pay monetary damages or enter into royalty or licensing agreements. In addition, many of our contracts contain warranties with respect to intellectual property rights, and some require us to indemnify our clients for third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling on such a claim.

Moreover, any settlement or adverse judgment resulting from such a claim could require us to pay substantial amounts of money or obtain a license to continue to use the technology or information that is the subject of the claim, or otherwise restrict or prohibit our use of the technology or information. There can be no assurance that we would be able to obtain a license on commercially reasonable terms, if at all, from third parties asserting an infringement claim; that we would be able to develop alternative technology on a timely basis, if at all; or that we would be able to obtain a license to use a suitable alternative technology to permit us to continue offering, and our clients to continue using, our affected services. Accordingly, an adverse determination could prevent us from offering our services to others. In addition, we may be required to indemnify our clients for third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling for such a claim.

We are bound by exclusivity provisions that restrict our ability to enter into certain sales and marketing relationships in order to market and sell our services.

Our marketing and sales agreement with Worldmed Shared Services, Inc. (d/b/a PSS World Medical Shared Services, Inc.), or PSS, restricts us during the term of the agreement from certain sales and marketing relationships, including relationships with certain competitors of PSS and certain distributors and

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manufacturers of medical, surgical, or pharmaceutical supplies. This restriction may make it more difficult for us to realize sales, distribution, and income opportunities with certain potential clients — in particular small physician practices — which could adversely affect our operating results.

Our loan and capital lease agreements contain operating and financial covenants that may restrict our business and financing activities.

We have loan and capital lease agreements with $12.4 million outstanding at December 31, 2009. Borrowings are secured by substantially all of our assets, including our intellectual property. Our loan agreements restrict our ability to:

•  incur additional indebtedness;

•  create liens;

•  make investments;

•  sell assets;

•  pay dividends or make distributions on and, in certain cases, repurchase our stock; or

•  consolidate or merge with other entities.

In addition, our credit facilities require us to meet specified minimum financial measurements. The operating and financial restrictions and covenants in these credit facilities, as well as any future financing agreements that we may enter into, may restrict our ability to finance our operations, engage in business activities, or expand or fully pursue our business strategies. Our loan agreements also contain certain financial and nonfinancial covenants, including limitations on our consolidated leverage ratio and capital expenditures, as well as defaults relating to non-payment, breach of covenants, inaccuracy of representations and warranties, default under other indebtedness (including a cross-default with our interest rate swap), bankruptcy and insolvency, inability to pay debts, attachment of assets, adverse judgments, ERISA violations, invalidity of loan and collateral documents, and change of control. Our ability to comply with these covenants may be affected by events beyond our control, and we may not be able to meet those covenants. A breach of any of these covenants could result in a default under either or both of the loan agreements, which could cause all of the outstanding indebtedness under both credit facilities to become immediately due and payable and terminate all commitments to extend further credit.

We have entered into a derivative contract with a financial counterparty, the effectiveness of which is dependent on the continued viability of this financial counterparty, and its nonperformance could harm our financial condition.

We have entered into an interest rate swap contract as part of our strategy to mitigate risks related to fluctuations in cash flow from movement in interest rates. The effectiveness of our hedging programs using this instrument is dependent, in part, upon the counterparty to this contract honoring its financial obligations. The recent upheaval in the capital markets has caused the viability of certain counterparties to be questioned. While we have not experienced any losses due to counterparty nonperformance, if our counterparty is unable to perform its obligations in the future, we could be exposed to increased earnings and cash flow volatility.

We may incur additional costs as a result of continuing to operate as a public company, and our management may be required to devote substantial time to new compliance initiatives.

As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company, and greater expenditures may be necessary in the future with the advent of new laws and regulations pertaining to public companies. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission and the NASDAQ Global Select Market, have imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives, and additional laws and regulations may divert further management resources. Moreover, if we are not able to comply with the requirements of new compliance initiatives in a timely

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manner, the market price of our stock could decline, and we could be subject to sanctions or investigations by the NASDAQ Global Select Market, the Securities and Exchange Commission, or other regulatory authorities, which would require additional financial and management resources.

Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies may adversely affect our financial statements.

Our financial statements are subject to the application of U.S. GAAP, which are periodically revised or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB and the SEC. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse impact on our results of operations and financial condition.

Current and future litigation against us could be costly and time-consuming to defend.

We are from time to time subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our clients in connection with commercial disputes and employment claims made by our current or former employees. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, overall financial condition, and operating results. In addition, legal claims that have not yet been asserted against us may be asserted in the future. Insurance may not cover such claims, be sufficient for one or more such claims, or continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our operating results and leading analysts or potential investors to reduce their expectations of our performance resulting in a reduction in the trading price of our stock.

RISKS RELATED TO OUR SERVICE OFFERINGS

Our proprietary software or our services may not operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business and operating results.

Proprietary software development is time-consuming, expensive, and complex. Unforeseen difficulties can arise. We may encounter technical obstacles, and it is possible that we discover additional problems that prevent our proprietary athenaNet application from operating properly. If athenaNet does not function reliably or fails to achieve client expectations in terms of performance, clients could assert liability claims against us and/or attempt to cancel their contracts with us. This could damage our reputation and impair our ability to attract or maintain clients.

Moreover, information services as complex as those we offer have in the past contained, and may in the future develop or contain, undetected defects or errors. We cannot assure you that material performance problems or defects in our services will not arise in the future. Errors may result from receipt, entry, or interpretation of patient information or from interface of our services with legacy systems and data that we did not develop and the function of which is outside of our control. Despite testing, defects or errors may arise in our existing or new software or service processes. Because changes in payer requirements and practices are frequent and sometimes difficult to determine except through trial and error, we are continuously discovering defects and errors in our software and service processes compared against these requirements and practices. These defects and errors and any failure by us to identify and address them could result in loss of revenue or market share, liability to clients or others, failure to achieve market acceptance or expansion, diversion of development resources, injury to our reputation, and increased service and maintenance costs. Defects or errors in our software and service processes might discourage existing or potential clients from purchasing services from us. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors or in responding to resulting claims or liability may be substantial and could adversely affect our operating results.

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In addition, clients relying on our services to collect, manage, and report clinical, business, and administrative data may have a greater sensitivity to service errors and security vulnerabilities than clients of software products in general. We market and sell services that, among other things, provide information to assist care providers in tracking and treating ill patients. Any operational delay in or failure of our technology or service processes may result in the disruption of patient care and could cause harm to patients and thereby harm our business and operating results.

Our clients or their patients may assert claims against us alleging that they suffered damages due to a defect, error, or other failure of our software or service processes. A product liability claim or errors or omissions claim could subject us to significant legal defense costs and adverse publicity, regardless of the merits or eventual outcome of such a claim.

If our security measures are breached or fail, and unauthorized access is obtained to a client’s data, our services may be perceived as not being secure, clients may curtail or stop using our services, and we may incur significant liabilities.

Our services involve the storage and transmission of clients’ proprietary information and protected health information of patients. Because of the sensitivity of this information, security features of our software are very important. If our security measures are breached or fail as a result of third-party action, employee error, malfeasance, insufficiency, defective design, or otherwise, someone may be able to obtain unauthorized access to client or patient data. As a result, our reputation could be damaged, our business may suffer, and we could face damages for contract breach, penalties for violation of applicable laws or regulations, and significant costs for remediation and remediation efforts to prevent future occurrences. We rely upon our clients as users of our system for key activities to promote security of the system and the data within it, such as administration of client-side access credentialing and control of client-side display of data. On occasion, our clients have failed to perform these activities. Failure of clients to perform these activities may result in claims against us that this reliance was misplaced, which could expose us to significant expense and harm to our reputation. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose sales and clients. In addition, our clients may authorize or enable third parties to access their client data or the data of their patients on our systems. Because we do not control such access, we cannot ensure the complete propriety of that access or integrity or security of such data in our systems.

Failure by our clients to obtain proper permissions and waivers may result in claims against us or may limit or prevent our use of data, which could harm our business.

We require our clients to provide necessary notices and to obtain necessary permissions and waivers for use and disclosure of the information that we receive, and we require contractual assurances from them that they have done so and will do so. If they do not obtain necessary permissions and waivers, then our use and disclosure of information that we receive from them or on their behalf may be limited or prohibited by state or federal privacy laws or other laws. This could impair our functions, processes, and databases that reflect, contain, or are based upon such data and may prevent use of such data. In addition, this could interfere with or prevent creation or use of rules, and analyses or limit other data-driven activities that benefit us. Moreover, we may be subject to claims or liability for use or disclosure of information by reason of lack of valid notice, permission, or waiver. These claims or liabilities could subject us to unexpected costs and adversely affect our operating results.

Various events could interrupt clients’ access to athenaNet, exposing us to significant costs.

The ability to access athenaNet is critical to our clients’ administering care, cash flow, and business viability. Our operations and facilities are vulnerable to interruption and/or damage from a number of sources, many of which are beyond our control, including, without limitation: (i) power loss and telecommunications failures; (ii) fire, flood, hurricane, and other natural disasters; (iii) software and hardware errors, failures, or crashes in our own systems or in other systems; and (iv) computer viruses, hacking, and similar disruptive problems in our own systems and in other systems. We attempt to mitigate these risks through various means,

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including redundant infrastructure, disaster recovery plans, business continuity plans, separate test systems, and change control and system security measures, but our precautions will not protect against all potential problems. If clients’ access is interrupted because of problems in the operation of our facilities, we could be exposed to significant claims by clients or their patients, particularly if the access interruption is associated with problems in the timely delivery of funds due to clients or medical information relevant to patient care. Our plans for disaster recovery and business continuity rely upon third-party providers of related services, and if those vendors fail us at a time that our systems are not operating correctly, we could incur a loss of revenue and liability for failure to fulfill our obligations. Any significant instances of system downtime could negatively affect our reputation and ability to retain clients and sell our services, which would adversely impact our revenues.

In addition, retention and availability of patient care and physician reimbursement data are subject to federal and state laws governing record retention, accuracy, and access. Some laws impose obligations on our clients and on us to produce information to third parties and to amend or expunge data at their direction. Our failure to meet these obligations may result in liability that could increase our costs and reduce our operating results.

Interruptions or delays in service from our third-party data-hosting facilities could impair the delivery of our services and harm our business.

We currently serve our clients from a third-party data-hosting facility located in Bedford, Massachusetts, operated by Digital 55 Middlesex, LLC (as successor to Sentinel Properties-Bedford, LLC). In addition, in December 2009 we signed a contract with a major provider of disaster recovery services, SunGard Availability Services, LP, to store our disaster recovery plans, deepen the resiliency of our technology recovery infrastructure, and provide disaster recovery testing services. In the case of a significant event at our primary data center, we could become operational in a reasonable timeframe at our backup data center.

However, we do not control the operation of any of these facilities, and they are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems at both facilities could result in lengthy interruptions in our service. Even with the disaster recovery arrangements, our services could be interrupted.

We rely on Internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing services to our users, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with users, adversely affecting our brand and our business.

Our ability to deliver our Internet- and telecommunications-based services is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, and security for providing reliable Internet access and services and reliable telephone, facsimile, and pager systems. Our services are designed to operate without interruption in accordance with our service level commitments. However, we have experienced and expect that we will in the future experience interruptions and delays in services and availability from time to time. We rely on internal systems as well as third-party vendors, including data center, bandwidth, and telecommunications equipment providers, to provide our services. We do not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with users. To operate without interruption, both we and our service providers must guard against:

•  damage from fire, power loss, and other natural disasters;

•  communications failures;

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•  software and hardware errors, failures, and crashes;

•  security breaches, computer viruses, and similar disruptive problems; and

•  other potential interruptions.

Any disruption in the network access, telecommunications, or co-location services provided by these third-party providers or any failure of or by these third-party providers or our own systems to handle current or higher volume of use could significantly harm our business. We exercise limited control over these third-party vendors, which increases our vulnerability to problems with services they provide.

Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with users and adversely affect our business and could expose us to third-party liabilities. Although we maintain insurance for our business, the coverage under our policies may not be adequate to compensate us for all losses that may occur. In addition, we cannot provide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

The reliability and performance of the Internet may be harmed by increased usage or by denial-of-service attacks. The Internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage as well as the availability of the Internet to us for delivery of our Internet-based services.

We rely on third-party computer hardware and software that may be difficult to replace or that could cause errors or failures of our services, which could damage our reputation, harm our ability to attract and maintain clients, and decrease our revenue.

We rely on computer hardware purchased or leased and software licensed from third parties in order to offer our services, including database software from Oracle Corporation and storage devices from International Business Machines Corporation and EMC Corporation. These licenses are generally commercially available on varying terms; however, it is possible that this hardware and software may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or software could result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained, and integrated, which could harm our business. Any errors or defects in third-party hardware or software could result in errors or a failure of our services, which could damage our reputation, harm our ability to attract and maintain clients, and decrease our revenue.

We are subject to the effect of payer and provider conduct that we cannot control and that could damage our reputation with clients and result in liability claims that increase our expenses.

We offer certain electronic claims submission services for which we rely on content from clients, payers, and others. While we have implemented certain features and safeguards designed to maximize the accuracy and completeness of claims content, these features and safeguards may not be sufficient to prevent inaccurate claims data from being submitted to payers. Should inaccurate claims data be submitted to payers, we may experience poor operational results and may be subject to liability claims, which could damage our reputation with clients and result in liability claims that increase our expenses.

If our services fail to provide accurate and timely information, or if our content or any other element of any of our services is associated with faulty clinical decisions or treatment, we could have liability to clients, clinicians, or patients, which could adversely affect our results of operations.

Our software, content, and services are used to assist clinical decision-making and provide information about patient medical histories and treatment plans. If our software, content, or services fail to provide accurate and timely information or are associated with faulty clinical decisions or treatment, then clients, clinicians, or their patients could assert claims against us that could result in substantial costs to us, harm our reputation in the industry, and cause demand for our services to decline.

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Our proprietary athenaClinicals service is utilized in clinical decision-making, provides access to patient medical histories, and assists in creating patient treatment plans, including the issuance of prescription drugs. If our athenaClinicals service fails to provide accurate and timely information, or if our content or any other element of that service is associated with faulty clinical decisions or treatment, we could have liability to clients, clinicians, or patients.

The assertion of such claims and ensuing litigation, regardless of its outcome, could result in substantial cost to us, divert management’s attention from operations, damage our reputation, and decrease market acceptance of our services. We attempt to limit by contract our liability for damages and to require that our clients assume responsibility for medical care and approve key system rules, protocols, and data. Despite these precautions, the allocations of responsibility and limitations of liability set forth in our contracts may not be enforceable, be binding upon patients, or otherwise protect us from liability for damages.

We maintain general liability and insurance coverage, but this coverage may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims against us. In addition, the insurer might disclaim coverage as to any future claim. One or more large claims could exceed our available insurance coverage.

Our proprietary software may contain errors or failures that are not detected until after the software is introduced or updates and new versions are released. It is challenging for us to test our software for all potential problems because it is difficult to simulate the wide variety of computing environments or treatment methodologies that our clients may deploy or rely upon. From time to time we have discovered defects or errors in our software, and such defects or errors can be expected to appear in the future. Defects and errors that are not timely detected and remedied could expose us to risk of liability to clients, clinicians, and patients and cause delays in introduction of new services, result in increased costs and diversion of development resources, require design modifications, or decrease market acceptance or client satisfaction with our services.

If any of these risks occur, they could materially adversely affect our business, financial condition, or results of operations.

We may be liable for use of incorrect or incomplete data that we provide, which could harm our business, financial condition, and results of operations.

We store and display data for use by healthcare providers in treating patients. Our clients or third parties provide us with most of these data. If these data are incorrect or incomplete or if we make mistakes in the capture or input of these data, adverse consequences, including death, may occur and give rise to product liability and other claims against us. In addition, a court or government agency may take the position that our storage and display of health information exposes us to personal injury liability or other liability for wrongful delivery or handling of healthcare services or erroneous health information. While we maintain insurance coverage, we cannot assure that this coverage will prove to be adequate or will continue to be available on acceptable terms, if at all. Even unsuccessful claims could result in substantial costs and diversion of management resources. A claim brought against us that is uninsured or under-insured could harm our business, financial condition, and results of operations.

RISKS RELATED TO REGULATION

Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies.

The healthcare industry is highly regulated and is subject to changing political, legislative, regulatory, and other influences. Existing and new laws and regulations affecting the healthcare industry could create unexpected liabilities for us, cause us to incur additional costs, and restrict our operations. Many healthcare laws are complex, and their application to specific services and relationships may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the healthcare information services that we provide, and these laws and regulations may be applied to our services in ways that we do not anticipate. Our failure to accurately anticipate the application of these laws and regulations, or our other

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failure to comply, could create liability for us, result in adverse publicity, and negatively affect our business. Some of the risks we face from healthcare regulation are described below:

•  False or Fraudulent Claim Laws.  There are numerous federal and state laws that forbid submission of false information or the failure to disclose information in connection with submission and payment of physician claims for reimbursement. In some cases, these laws also forbid abuse of existing systems for such submission and payment. Any failure of our services to comply with these laws and regulations could result in substantial liability (including, but not limited to, criminal liability), adversely affect demand for our services, and force us to expend significant capital, research and development, and other resources to address the failure. Errors by us or our systems with respect to entry, formatting, preparation, or transmission of claim information may be determined or alleged to be in violation of these laws and regulations. Any determination by a court or regulatory agency that our services violate these laws could subject us to civil or criminal penalties, invalidate all or portions of some of our client contracts, require us to change or terminate some portions of our business, require us to refund portions of our services fees, cause us to be disqualified from serving clients doing business with government payers, and have an adverse effect on our business.

In most cases where we are permitted to do so, we calculate charges for our services based on a percentage of the collections that our clients receive as a result of our services. To the extent that violations or liability for violations of these laws and regulations require intent, it may be alleged that this percentage calculation provides us or our employees with incentive to commit or overlook fraud or abuse in connection with submission and payment of reimbursement claims. The U.S. Centers for Medicare and Medicaid Services has stated that it is concerned that percentage-based billing services may encourage billing companies to commit or to overlook fraudulent or abusive practices.

In addition, we may contract with third parties that offer software relating to the selection or verification of codes used to identify and classify the services for which reimbursement is sought. Submission of codes that do not accurately reflect the services provided or the location or method of their provision may constitute a violation of false or fraudulent claims laws. Our ability to comply with these laws depends on the coding decisions made by our clients and the accuracy of our vendors’ software and services in suggesting possible codes to our clients and verifying that proper codes have been selected.

•  HIPAA and other Health Privacy Regulations.  There are numerous federal and state laws related to patient privacy. In particular, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, includes privacy standards that protect individual privacy by limiting the uses and disclosures of individually identifiable health information and implementing data security standards that require covered entities to implement administrative, physical, and technological safeguards to ensure the confidentiality, integrity, availability, and security of individually identifiable health information in electronic form. HIPAA also specifies formats that must be used in certain electronic transactions, such as claims, payment advice, and eligibility inquiries. Because we translate electronic transactions to and from HIPAA-prescribed electronic formats and other forms, we are a clearinghouse and, as such, a covered entity. In addition, our clients are also covered entities and are mandated by HIPAA to enter into written agreements with us — known as business associate agreements — that require us to safeguard individually identifiable health information. Business associate agreements typically include:

•  a description of our permitted uses of individually identifiable health information;

•  a covenant not to disclose the information except as permitted under the agreement and to make our subcontractors, if any, subject to the same restrictions;

•  assurances that appropriate administrative, physical, and technical safeguards are in place to prevent misuse of the information;

•  an obligation to report to our client any use or disclosure of the information other than as provided for in the agreement;

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•  a prohibition against our use or disclosure of the information if a similar use or disclosure by our client would violate the HIPAA standards;

•  the ability of our clients to terminate the underlying support agreement if we breach a material term of the business associate agreement and are unable to cure the breach;

•  the requirement to return or destroy all individually identifiable health information at the end of our support agreement; and

•  access by the Department of Health and Human Services to our internal practices, books, and records to validate that we are safeguarding individually identifiable health information.

We may not be able to adequately address the business risks created by HIPAA implementation. Furthermore, we are unable to predict what changes to HIPAA or other laws or regulations might be made in the future or how those changes could affect our business or the costs of compliance. For example, the provisions of the HITECH Act and the regulations issued under it have provided and are expected to provide clarification of certain aspects of both the Privacy and Security Rules, expansion of the disclosure requirements for a breach of the Security Rule, and strengthening of the civil and criminal penalties for failure to comply with HIPAA. In addition, the federal Office of the National Coordinator for Health Information Technology, or ONCHIT, is coordinating the ongoing development of national standards for creating an interoperable health information technology infrastructure based on the widespread adoption of electronic health records in the healthcare sector. We are unable to predict what, if any, impact the changes in such standards will have on our compliance costs or our services.

In addition, some payers and clearinghouses with which we conduct business interpret HIPAA transaction requirements differently than we do. Where clearinghouses or payers require conformity with their interpretations as a condition of effecting transactions, we seek to comply with their interpretations.

The HIPAA transaction standards include proper use of procedure and diagnosis codes. Since these codes are selected or approved by our clients, and since we do not verify their propriety, some of our capability to comply with the transaction standards is dependent on the proper conduct of our clients.

Among our services, we provide telephone reminder services to patients, Internet- and telephone-based access to medical test results, pager and email notification to practices of patient calls, and patient call answering services. We believe that reasonable efforts to prevent disclosure of individually identifiable health information have been and are being taken in connection with these services, including the use of multiple-password security. However, any failure of our clients to provide accurate contact information for their patients or physicians or any breach of our telecommunications systems could result in a disclosure of individually identifiable health information.

In addition to the HIPAA Privacy and Security Rules and the HITECH Act requirements, most states have enacted patient confidentiality laws that protect against the disclosure of confidential medical information, and many states have adopted or are considering further legislation in this area, including privacy safeguards, security standards, and data security breach notification requirements. Such state laws, if more stringent than HIPAA and HITECH Act requirements, are not preempted by the federal requirements, and we are required to comply with them.

Failure by us to comply with any of the federal and state standards regarding patient privacy may subject us to penalties, including civil monetary penalties and, in some circumstances, criminal penalties. In addition, such failure may injure our reputation and adversely affect our ability to retain clients and attract new clients.

We are subject to a variety of other regulatory schemes, including:

•  Red Flag Rules.  Although the federal and state laws regarding patient privacy help to maintain the confidentiality of personal information that could be used in identity theft, they were not drafted with that risk in mind. To fill this gap, the Federal Trade Commission has issued new rules under the Fair and Accurate Credit Transactions Act of 2003 that go into effect on June 1, 2010. These rules require medical practices that act as “creditors” to their patients to adopt policies and procedures that identify

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patterns, practices, or activities that indicate possible identity theft (called “red flags”); detect those red flags; and respond appropriately to those red flags to prevent or mitigate any theft. The rules also require creditors to update their policies and procedures on a regular basis. Because most practices treat their patients without receiving full payment at the time of service, our clients are generally considered “creditors” for purposes of these rules and are required to comply with them. Although we are not directly subject to these rules — since we do not extend credit to customers — we do handle patient data that, if improperly disclosed, could be used in identity theft. If we are not successful in assisting our clients in implementing necessary procedures, such failure may injure our reputation and adversely affect our ability to retain clients and attract new clients.

•  Anti-Kickback and Anti-Bribery Laws.  There are federal and state laws that govern patient referrals, physician financial relationships, and inducements to healthcare providers and patients. For example, the federal healthcare programs’ anti-kickback law prohibits any person or entity from offering, paying, soliciting, or receiving anything of value, directly or indirectly, for the referral of patients covered by Medicare, Medicaid, and other federal healthcare programs or the leasing, purchasing, ordering, or arranging for or recommending the lease, purchase, or order of any item, good, facility, or service covered by these programs. Many states also have similar anti-kickback laws that are not necessarily limited to items or services for which payment is made by a federal healthcare program. Moreover, both federal and state laws forbid bribery and similar behavior. Any determination by a state or federal regulatory agency that any of our activities or those of our clients, vendors, or channel partners violate any of these laws could subject us to civil or criminal penalties, require us to change or terminate some portions of our business, require us to refund a portion of our service fees, disqualify us from providing services to clients doing business with government programs, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•  Anti-Referral Laws.  There are federal and state laws that forbid payment for patient referrals, patient brokering, remuneration of patients, or billing based on referrals between individuals and/or entities that have various financial, ownership, or other business relationships with health care providers. In many cases, billing for care arising from such actions is illegal. These vary widely from state to state, and one of the federal laws — called the Stark Law — is very complex in its application. Any determination by a state or federal regulatory agency that any of our clients violate or have violated any of these laws may result in allegations that claims that we have processed or forwarded are improper. This could subject us to civil or criminal penalties, require us to change or terminate some portions of our business, require us to refund portions of our services fees, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•  Corporate Practice of Medicine Laws and Fee-Splitting Laws.  Many states have laws forbidding physicians from practicing medicine in partnership with non-physicians, such as business corporations. In some states, including New York, these take the form of laws or regulations forbidding splitting of physician fees with non-physicians or others. In some cases, these laws have been interpreted to prevent business service providers from charging their physician clients on the basis of a percentage of collections or charges. We have varied our charge structure in some states to comply with these laws, which may make our services less desirable to potential clients. Any determination by a state court or regulatory agency that our service contracts with our clients violate these laws could subject us to civil or criminal penalties, invalidate all or portions of some of our client contracts, require us to change or terminate some portions of our business, require us to refund portions of our services fees, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•  Anti-Assignment Laws.  There are federal and state laws that forbid or limit assignment of claims for reimbursement from government-funded programs. In some cases, these laws have been interpreted in regulations or policy statements to limit the manner in which business service companies may handle checks or other payments for such claims and to limit or prevent such companies from charging their

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physician clients on the basis of a percentage of collections or charges. Any determination by a state court or regulatory agency that our service contracts with our clients violate these laws could subject us to civil or criminal penalties, invalidate all or portions of some of our client contracts, require us to change or terminate some portions of our business, require us to refund portions of our services fees, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•  Prescribing Laws.  The use of our software by physicians to perform a variety of functions relating to prescriptions, including electronic prescribing, electronic routing of prescriptions to pharmacies, and dispensing of medication, is governed by state and federal law, including fraud and abuse laws, drug control regulations, and state department of health regulations. States have differing prescription format requirements, and, due in part to recent industry initiatives, federal law and the laws of all 50 states now provide a regulatory framework for the electronic transmission of prescription orders. Regulatory authorities such as the U.S. Department of Health and Human Services’ Centers for Medicare and Medicaid Services may impose functionality standards with regard to electronic prescribing and EHR technologies. Any determination that we or our clients have violated prescribing laws may expose us to liability, loss of reputation, and loss of business. These laws and requirements may also increase the cost and time necessary to market new services and could affect us in other respects not presently foreseeable.

•  Electronic Medical Records Laws.  A number of federal and state laws govern the use and content of electronic health record systems, including fraud and abuse laws that may affect how such technology is provided. As a company that provides EHR functionality, our systems and services must be designed in a manner that facilitates our clients’ compliance with these laws. Because this is a topic of increasing state and federal regulation, we expect additional and continuing modification of the current legal and regulatory environment. We cannot predict the content or effect of possible future regulation on our business activities. The software component of our athenaClinicals service complies with the CCHIT criteria for ambulatory electronic health records for 2008. Due to the possible incorporation of CCHIT’s criteria into the meaningful use standards under the HITECH Act such certification may become a de facto requirement for selling EHR systems in the future; however, CCHIT’s certification requirements may change substantially. ONCHIT may approve another certification body for EHRs and we plan on meeting ONCHIT certification criteria. While we believe that our system is well designed in terms of function and interoperability, we cannot be certain that it will meet future requirements.

•  Claims Transmission Laws.  Our services include the manual and electronic transmission of our client’s claims for reimbursement from payers. Federal and various state laws provide for civil and criminal penalties for any person who submits, or causes to be submitted, a claim to any payer (including, without limitation, Medicare, Medicaid, and any private health plans and managed care plans) that is false or that overbills or bills for items that have not been provided to the patient. Although we do not determine what is billed to a payer, to the extent that such laws apply to a service that merely transmits claims on behalf of others, we could be subject to the same civil and criminal penalties as our clients.

•  Prompt Pay Laws.  Laws in many states govern prompt payment obligations for healthcare services. These laws generally define claims payment processes and set specific time frames for submission, payment, and appeal steps. They frequently also define and require clean claims. Failure to meet these requirements and timeframes may result in rejection or delay of claims. Failure of our services to comply may adversely affect our business results and give rise to liability claims by clients.

•  Medical Device Laws.  The U.S. Food and Drug Administration (FDA) has promulgated a draft policy for the regulation of computer software products as medical devices under the 1976 Medical Device Amendments to the Federal Food, Drug and Cosmetic Act. To the extent that computer software is a medical device under the policy, we, as a provider of application functionality, could be required, depending on the functionality, to:

•  register and list our products with the FDA;

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•  notify the FDA and demonstrate substantial equivalence to other products on the market before marketing our functionality; or

•  obtain FDA approval by demonstrating safety and effectiveness before marketing our functionality.

The FDA can impose extensive requirements governing pre- and post-market conditions such as service investigation and others relating to approval, labeling, and manufacturing. In addition, the FDA can impose extensive requirements governing development controls and quality assurance processes.

Potential healthcare reform and new regulatory requirements placed on our software, services, and content could impose increased costs on us, delay or prevent our introduction of new services types, and impair the function or value of our existing service types.

Our services may be significantly impacted by healthcare reform initiatives and are subject to increasing regulatory requirements, either of which could affect our business in a multitude of ways. If substantive healthcare reform or applicable regulatory requirements are adopted, we may have to change or adapt our services and software to comply. Reform or changing regulatory requirements may render our services obsolete or may block us from accomplishing our work or from developing new services. This may in turn impose additional costs upon us to adapt to the new operating environment or to further develop services or software. It may also make introduction of new service types more costly or more time consuming than we currently anticipate. Such changes may even prevent introduction by us of new services or make the continuation of our existing services unprofitable or impossible.

Potential additional regulation of the disclosure of health information outside the United States may adversely affect our operations and may increase our costs.

Federal or state governmental authorities may impose additional data security standards or additional privacy or other restrictions on the collection, use, transmission, and other disclosures of health information. Legislation has been proposed at various times at both the federal and the state level that would limit, forbid, or regulate the use or transmission of medical information outside of the United States. Such legislation, if adopted, may render our use of our off-shore partners, such as our data-entry and customer service providers, International Business Machines Corporation and Vision Business Process Solutions Inc., for work related to such data impracticable or substantially more expensive. Alternative processing of such information within the United States may involve substantial delay in implementation and increased cost.

Changes in the healthcare industry could affect the demand for our services, cause our existing contracts to terminate, and negatively impact the process of negotiating future contracts.

As the healthcare industry evolves, changes in our client and vendor bases may reduce the demand for our services, result in the termination of existing contracts, and make it more difficult to negotiate new contracts on terms that are acceptable to us. For example, the current trend toward consolidation of healthcare providers within hospital systems may cause our existing client contracts to terminate as independent practices are merged into hospital systems. Such larger healthcare organizations may also have their own practice management services and health IT systems, reducing demand for our services. Similarly, client and vendor consolidation results in fewer, larger entities with increased bargaining power and the ability to demand terms that are unfavorable to us. If these trends continue, we cannot assure you that we will be able to continue to maintain or expand our client base, negotiate contracts with acceptable terms, or maintain our current pricing structure, and our revenues may decrease.

Errors or illegal activity on the part of our clients may result in claims against us.

We require our clients to provide us with accurate and appropriate data and directives for our actions. We also rely upon our clients as users of our system to perform key activities in order to produce proper claims for reimbursement. Failure of our clients to provide these data and directives or to perform these activities may result in claims against us alleging that our reliance was misplaced or unreasonable or that we have facilitated or otherwise participated in submission of false claims.

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Our services present the potential for embezzlement, identity theft, or other similar illegal behavior by our employees or subcontractors with respect to third parties.

Among other things, our services involve handling mail from payers and from patients for many of our clients, and this mail frequently includes original checks and/or credit card information and occasionally includes currency. Even in those cases in which we do not handle original documents or mail, our services also involve the use and disclosure of personal and business information that could be used to impersonate third parties or otherwise gain access to their data or funds. If any of our employees or subcontractors takes, converts, or misuses such funds, documents, or data, we could be liable for damages, and our business reputation could be damaged or destroyed. In addition, we could be perceived to have facilitated or participated in illegal misappropriation of funds, documents, or data and therefore be subject to civil or criminal liability.

Potential subsidy of services similar to ours may reduce client demand.

Recently, entities such as the Massachusetts Healthcare Consortium have offered to subsidize adoption by physicians of electronic health record technology. In addition, federal regulations have been changed to permit such subsidy from additional sources subject to certain limitations, and the current administration has passed the HITECH Act, which will provide federal support for EHR initiatives. To the extent that we do not qualify or participate in such subsidy programs, demand for our services may be reduced, which may decrease our revenues.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

An orderly market for our common stock may not be sustained.

The trading price of our common stock has been and is likely to remain highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, these factors include:

•  our operating performance and the operating performance of similar companies;

•  the overall performance of the equity markets;

•  announcements by us or our competitors of acquisitions, business plans, or commercial relationships;

•  threatened or actual litigation;

•  changes in laws or regulations relating to the sale of health insurance;

•  any major change in our board of directors or management;

•  publication of research reports or news stories about us, our competitors, or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•  large volumes of sales of our shares of common stock by existing stockholders; and

•  general political and economic conditions.

In addition, the stock market in general, and the market for Internet-related companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs; divert our management’s attention and resources; and harm our business, operating results, and financial condition.

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If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.

If our existing stockholders sell a large number of shares of our common stock or the public market perceives that these sales may occur, the market price of our common stock could decline. As of December 31, 2009, we had approximately 33.9 million shares of common stock outstanding. Moreover, the holders of shares of common stock have rights, subject to some conditions, to require us to file registration statements covering the shares they currently hold, or to include these shares in registration statements that we may file for ourselves or other stockholders.

We have also registered all common stock that we may issue under our 1997 Stock Plan, 2000 Stock Plan, 2007 Stock Option and Incentive Plan, and 2007 Employee Stock Purchase Plan. As of December 31, 2009, we had outstanding options to purchase approximately 3.4 million shares of common stock (approximately 1.6 million of which were exercisable at December 31, 2009) that, if exercised, will result in those shares becoming available for sale in the public market. If a large number of these shares are sold in the public market, the sales could reduce the trading price of our common stock.

Actual or potential sales of our stock by our employees, including members of our senior management team, pursuant to pre-arranged stock trading plans could cause our stock price to fall or prevent it from increasing for numerous reasons, and actual or potential sales by such persons could be viewed negatively by other investors.

In accordance with the guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934 and our policies regarding stock transactions, a number of our employees, including members of our senior management team, have adopted and will continue to adopt pre-arranged stock trading plans to sell a portion of our common stock. Generally, stock sales under such plans by members of our senior management team and directors require public filings. Actual or potential sales of our stock by such persons could cause our stock price to fall or prevent it from increasing for numerous reasons. For example, a substantial amount of our common stock becoming available (or being perceived to become available) for sale in the public market could cause the market price of our common stock to fall or prevent it from increasing. Also, actual or potential sales by such persons could be viewed negatively by other investors.

Provisions in our certificate of incorporation and by-laws or Delaware law might discourage, delay, or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of our certificate of incorporation and by-laws and Delaware law may discourage, delay, or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include:

•  limitations on the removal of directors;

•  advance notice requirements for stockholder proposals and nominations;

•  the inability of stockholders to act by written consent or to call special meetings; and

•  the ability of our board of directors to make, alter, or repeal our by-laws.

The affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote is necessary to amend or repeal the above provisions of our certificate of incorporation. As our board of directors has the ability to designate the terms of and issue new series of preferred stock without stockholder approval, the effective number of votes required to make such changes could increase. Also, absent approval of our board of directors, our by-laws may only be amended or repealed by the affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote.

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In addition, Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder (generally an entity that, together with its affiliates, owns, or within the last three years has owned, 15% or more of our voting stock) for a period of three years after the date of the transaction in which the entity became an interested stockholder, unless the business combination is approved in a prescribed manner.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

We do not currently intend to pay dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

Item 1B.   Unresolved Staff Comments.

None.

Item 2.   Properties.

As of December 31, 2009, we own a complex of buildings, including approximately 133,000 square feet of office space, on approximately 53 acres of land in Belfast, Maine. We lease the remainder of our facilities. Our primary location is 311 Arsenal Street in Watertown, Massachusetts, where we lease 133,616 square feet, which is under lease until July 1, 2015. We also lease 2,562 square feet in Rome, Georgia, on a month-to-month basis; 5,087 square feet in Alpharetta, Georgia, through our domestic operating subsidiary, Anodyne Health Partners, Inc. through October 31, 2012; and 22,295 square feet in Chennai, India, through our Indian subsidiary, athenahealth Technology Private Limited, until April 27, 2012, with the option to extend the lease for up to two additional three-year periods. Our servers are housed at our headquarters and our Belfast, Maine, offices and also in data centers in Bedford, Massachusetts, and Somerville, Massachusetts. Our owned property in Belfast, Maine, is subject to a mortgage that secures any and all amounts we may from time to time owe under our credit facility or any other transaction with Bank of America, N.A.

Item 3.   Legal Proceedings.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, results of operations, or financial condition.

Item 4.   (Removed and Reserved)

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PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is listed on the NASDAQ Global Select Market under the trading symbol “ATHN.” Prior to our initial public offering on September 20, 2007, there was no public market for our common stock. The following table sets forth the high and low closing sales prices of our common stock, as reported by the NASDAQ Global Market in 2008 and the NASDAQ Global Select Market in 2009, for each of the periods listed.

Fiscal Year December 31, 2009, Quarters Ended:	High		Low
First Quarter	$	38.20	$	23.59
Second Quarter	$	37.01	$	23.74
Third Quarter	$	40.78	$	32.34
Fourth Quarter	$	46.74	$	35.75
Fiscal Year December 31, 2008, Quarters Ended:
First Quarter	$	37.25	$	22.10
Second Quarter	$	34.10	$	22.15
Third Quarter	$	36.82	$	25.04
Fourth Quarter	$	37.62	$	21.20

Holders

The last reported sale price of our common stock on the NASDAQ Global Select Market on March 12, 2010, was $38.13 per share. As of March 12, 2010, we had 163 holders of record of our common stock. Because many shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividends

We have never declared or paid any dividends on our capital stock, and our loan agreements restrict our ability to pay dividends. We currently intend to retain any future earnings and do not intend to declare or pay cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be, subject to applicable law, at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions, and capital requirements.

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Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

Set forth below is a graph comparing the cumulative total stockholder return on our common stock with the NASDAQ Composite-Total Returns Index and the NASDAQ Computer and Data Processing Index for the period starting with our initial public offering on September 20, 2007, through the end of our fiscal year ended December 31, 2009. The graph assumes an investment of $100.00 made at the closing of trading on September 20, 2007, in each of (i) our common stock, (ii) the stocks comprising the NASDAQ Composite-Total Returns Index, and (iii) stocks comprising the NASDAQ Computer and Data Processing Index. All values assume reinvestment of the full amount of all dividends, if any, into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable time period.

Recent Sales of Unregistered Securities

None.

Use of Proceeds from Registered Securities

We registered shares of our common stock in connection with our initial public offering under the Securities Act of 1933, as amended. Our Registration Statement on Form S-1 (No. 333-143998) in connection with our initial public offering was declared effective by the SEC on September 20, 2007. The offering commenced as of September 25, 2007, and did not terminate before all securities were sold. The offering was co-managed by the underwriters Goldman, Sachs & Co; Merrill Lynch, Pierce, Fenner & Smith, Incorporated; Piper Jaffray &Co.; and Jefferies & Company, Inc. A total of 7,229,842 shares of common stock was registered and sold in the initial public offering, including 943,023 shares of common stock sold upon exercise of the underwriters’ over-allotment option, at a price to the public of $18.00 per share. The offering closed on September 25, 2007, and we received net proceeds of approximately $81.3 million (after underwriters’ discounts and commissions of approximately $6.3 million and additional offering-related costs of approximately $2.4 million). No underwriting discounts and commissions or offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates.

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There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b). We expect to use the remaining net proceeds for capital expenditures, working capital, and other general corporate purposes. We may also use a portion of our net proceeds to fund acquisitions of complementary businesses, products, or technologies or to fund expansion of our operations facilities. However, we do not have agreements or commitments for any specific acquisitions at this time. Pending the uses described above, we have invested the net proceeds in a variety of short-term, interest-bearing, investment-grade securities.

At December 31, 2009, we had approximately $30.5 million invested in cash and cash equivalents and $52.3 million in short-term investments.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2009, there were no purchases made by us, on our behalf, or by any “affiliated purchasers” of shares of our common stock.

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Item 6.   Selected Financial Data.

The consolidated statement of operations data for the years ended December 31, 2005, 2006, 2007, and 2008, and the consolidated balance sheet data as of December 31, 2005, 2006, 2007, and 2008, have been restated as set forth in this Annual Report on Form 10-K. You should read the following financial information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to these consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. The information presented in the following tables has been adjusted to reflect our restatement resulting from our review of our revenue recognition practices, as is more fully described in the “Explanatory Note Regarding Restatement” immediately preceding Part I, Item 1 and in Note 2, “Restatement of Consolidated Financial Statements,” of the Notes to Consolidated Financial Statements in Part II, Item 8. We have not amended our previously filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement. Historical results are not necessarily indicative of the results to be expected in future periods.

	Years Ended December 31,
	2009			2008(1)			2007(1)			2006(2)									2005(2)
				As restated			As restated			As reported			Adjustments			As restated			As reported			Adjustments			As restated
	(In thousands, except per share data)
Revenue:
Business services	$	183,230		$	131,879		$	94,182		$	70,652		$	—		$	70,652		$	48,958		$	—		$	48,958
Implementation and other		5,297			4,403			3,436			5,161			(2,496	)		2,665			4,582			(2,383	)		2,199
Total revenue		188,527			136,282			97,618			75,813			(2,496	)		73,317			53,540			(2,383	)		51,157
Expenses(3):
Direct operating costs		79,017			59,947			46,978			36,530			642			37,172			27,545			555			28,100
Selling and marketing		34,072			22,827			17,212			15,645			—			15,645			11,680			—			11,680
Research and development		14,348			10,600			7,476			6,903			—			6,903			2,925			—			2,925
General and administrative		36,111			29,330			19,922			16,347			—			16,347			15,545			—			15,545
Depreciation and amortization		7,767			5,993			5,541			6,238			—			6,238			5,483			—			5,483
Total expenses		171,315			128,697			97,129			81,663			642			82,305			63,178			555			63,733
Operating income (loss)		17,212			7,585			489			(5,850	)		(3,138	)		(8,988	)		(9,638	)		(2,938	)		(12,576	)
Other income (expense):
Interest income		1,016			1,942			1,415			372			—			372			106			—			106
Interest expense		(968	)		(428	)		(3,682	)		(2,671	)		—			(2,671	)		(1,861	)		—			(1,861	)
Gain (loss) on interest rate derivative contract		590			(881	)		—			—			—			—			—			—			—
Other income (expense)		255			182			(5,689	)		(702	)		—			(702	)		—			—			—
Total other income (expense)		893			815			(7,956	)		(3,001	)		—			(3,001	)		(1,755	)		—			(1,755	)
Income (loss) before income taxes and cumulative effect of change in accounting principle		18,105			8,400			(7,467	)		(8,851	)		(3,138	)		(11,989	)		(11,393	)		(2,938	)		(14,331	)
Income tax (provision) benefit(4)		(8,829	)		23,202			(34	)		—			—			—			—			—			—
Income (loss) before cumulative effect of change in accounting principle		9,276			31,602			(7,501	)		(8,851	)		(3,138	)		(11,989	)		(11,393	)		(2,938	)		(14,331	)
Cumulative effect of change in accounting principle		—			—			—			(373	)		—			(373	)		—			—			—
Net income (loss)	$	9,276		$	31,602		$	(7,501	)	$	(9,224	)	$	(3,138	)	$	(12,362	)	$	(11,393	)	$	(2,938	)	$	(14,331	)
Net income (loss) per share — basic
Before cumulative effect of change in accounting principle	$	0.28		$	0.97		$	(0.60	)	$	(1.88	)	$	(0.67	)	$	(2.55	)	$	(2.51	)	$	(0.65	)	$	(3.16	)
Cumulative effect of change in accounting principle(5)		—			—			—			(0.08	)		—			(0.08	)		—			—			—
Net income (loss) per share — basic	$	0.28		$	0.97		$	(0.60	)	$	(1.96	)	$	(0.67	)	$	(2.63	)	$	(2.51	)	$	(0.65	)	$	(3.16	)
Net income (loss) per share — diluted
Before cumulative effect of change in accounting principle	$	0.27		$	0.91		$	(0.60	)	$	(1.88	)	$	(0.67	)	$	(2.55	)	$	(2.51	)	$	(0.65	)	$	(3.16	)
Cumulative effect of change in accounting principle		—			—			—			(0.08	)		—			(0.08	)		—			—			—
Net income (loss) per share — diluted	$	0.27		$	0.91		$	(0.60	)	$	(1.96	)	$	(0.67	)	$	(2.63	)	$	(2.51	)	$	(0.65	)	$	(3.16	)
Weighted average shares used in net income (loss) per share — basic		33,584			32,746			12,568			4,708			4,708			4,708			4,532			4,532			4,532
Weighted average shares used in net income (loss) per share — diluted		34,917			34,777			12,568			4,708			4,708			4,708			4,532			4,532			4,532

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	As of December 31,
	2009		2008(1)		2007(2)							2006(2)									2005(2)
			As restated		As reported		Adjustments			As restated		As reported			Adjustments			As restated			As reported			Adjustments			As restated
	(In thousands)
Balance Sheet Data:
Cash, cash equivalants and short-term investments	$	82,849	$	86,994	$	71,891		—		$	71,891	$	9,736		$	—		$	9,736		$	9,309		$	—		$	9,309
Current assets		126,379		123,816		88,689		—			88,689		21,355			—			21,355			17,722			—			17,722
Total assets		211,077		169,571		103,636		—			103,636		39,973			—			39,973			38,345			—			38,345
Current liabilities		37,489		25,310		16,959		(2,109	)		14,850		23,646			(2,210	)		21,436			16,947			(2,072	)		14,875
Total non-current liabilities		46,270		39,226		11,158		15,780			26,938		30,504			11,883			42,387			25,640			8,607			34,247
Total liabilities		83,759		64,536		28,117		13,671			41,788		54,150			9,673			63,823			42,587			6,535			49,122
Convertible preferred stock		—		—		—		—			—		50,094			—			50,094			50,094			—			50,094
Total indebtedness including current portion		12,388		10,416		1,398		—			1,398		27,293			—			27,293			20,137			—			20,137
Total stockholders’ equity (deficit)		127,318		105,035		75,519		(13,671	)		61,848		(64,271	)		(9,673	)		(73,944	)		(54,336	)		(6,535	)		(60,871	)

(1)

See Note 2 “Restatement and Reclassification of Previously Issued Consolidated Financial Statements” of the Notes to Consolidated Financial Statements for a discussion of these adjustments.

(2)

The consolidated statements of operations data for the years ended December 31, 2006 and 2005, and the consolidated balance sheet data as of December 31, 2007, 2006 and 2005 have been revised to reflect adjustments related to the restatement described below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Restatement” and Note 2 of the Notes to Consolidated Financial Statements. The amortization of the implementation fees over an expected performance period of the longer of the estimated expected customer life, currently twelve years, or the contract term, decreased previously reported revenue by $3.1 million and $2.9 million for the years ended December 31, 2006 and 2005, respectively. The reporting of the reimbursement of out-of-pocket expenses gross in revenue and direct operating costs increased previously reported revenue and direct operating costs by $0.6 million and $0.6 million for the years ended December 31, 2006 and 2005, respectively.

	Years Ended December 31,
	2009		2008		2007		2006		2005
	(In thousands)
(3) Amounts include stock-based compensation expense as follows:
Direct operating costs	$	1,589	$	872	$	181	$	63	$	—
Selling and marketing		2,126		1,383		97		44		—
Research and development		1,015		1,086		260		53		—
General and administrative		3,584		2,217		773		196		—
Total	$	8,314	$	5,558	$	1,311	$	356	$	—

(4)

In the year ended December 31, 2008, we determined that a valuation allowance was no longer needed on its deferred tax assets. Accordingly, the 2008 results include the reversal of a $23.9 million valuation allowance.

(5)

Change in accounting principle — Effective January 1, 2006, freestanding warrants and other similar instruments related to shares that are redeemable are accounted for in accordance with authoritative guidance on freestanding warrants and other similar instruments on shares that are redeemable. Under this guiadance, freestanding warrants exercisable for shares of the Company’s redeemable convertible preferred stock are classified as a warrant liability on the Company’s balance sheet. The warrants issued for the purchase of the Company’s Series D and Series E Preferred Stock are subject to the provisions of this guidance. The Company accounted for the adoption of this guidance as a cumulative effect of change in accounting principle of $373 recorded on January 1, 2006, the date of the Company’s adoption of this guidance. The cumulative effect adjustment was calculated as the difference in the fair value of the warrants from the historical carrying value as of January 1, 2006. The original carrying value of the warrants, $1,229, was reclassified to liabilities from additional paid-in capital at the date of adoption.

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations -Restatement.

The following discussion and analysis should be read in conjunction with our consolidated financial statements, the accompanying notes to these financial statements, and the other financial information that appear elsewhere in this Annual Report on Form 10-K. This discussion contains predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue”; the negative of these terms; or other comparable terminology. Actual results may differ materially from those discussed in these forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of Annual Report on Form 10-K.

Restatement

With this Annual Report on Form 10-K, we have restated the following previously filed consolidated financial statements, data, and related disclosures:

(1) Our consolidated balance sheet as of December 31, 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the fiscal years ended December 31, 2007 and 2008 located in Part II, Item 8 of this Annual Report on Form 10-K;

(2) Our selected financial data as of and for our fiscal years ended December 31, 2005, 2006, 2007, and 2008 located in Part II, Item 6 of this Annual Report on Form 10-K;

(3) Our management’s discussion and analysis of financial condition and results of operations as of and for our fiscal years ended December 31, 2007 and 2008, contained herein; and

(4) Our unaudited quarterly financial information for each quarter in our fiscal year ended December 31, 2008, and for the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009, in Note 20, “Summarized Quarterly Unaudited Financial Data” of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

The restatement results from our review of revenue recognition practices. See “Explanatory Note Regarding Restatement” immediately preceding Part I, Item 1 and Note 2, “Restatement and Reclassification of Previously Issued Consolidated Financial Statements” of the Notes to Consolidated Financial Statements in Part II, Item 8 for a detailed discussion of the review and effect of the restatement.

The following discussion and analysis of our financial condition and results of operations incorporates the restated amounts. For this reason the data set forth in this section may not be comparable to discussions and data in our previously filed Annual Reports of Form 10-K.

Overview

athenahealth is a leading provider of Internet-based business services for physician practices. Our service offerings are based on four integrated components: our proprietary Internet-based software, our continually updated database of payer reimbursement process rules, our back-office service operations that perform administrative aspects of billing and clinical data management for physician practices, and our automated and live patient communication services. Our principal offering, athenaCollector, automates and manages billing-related functions for physician practices and includes a medical practice management platform. We have also developed a service offering, athenaClinicals, that automates and manages medical-record-related functions for physician practices and includes an electronic health record, or EHR, platform. ReminderCall, which we added to our service suite in September 2008, is our automated appointment reminder system that allows patients to

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either confirm the appointment or request rescheduling. We have now combined ReminderCall with other automated patient messaging services, live operator services, and a patient web portal in the first edition of our athenaCommunicator services suite that we beta launched in 2009 and expect to offer commercially in the first half of 2010. We refer to athenaCollector as our revenue cycle management service, athenaClinicals as our clinical cycle management service, and athenaCommunicator as our patient cycle management service. As a complement to these services, our newest offering, Anodyne Analytics, is a web-based, Software-as-a-Service business intelligence platform that organizes and displays detailed and insightful practice performance data for decision makers at our client practices. Our services are designed to help our clients achieve faster reimbursement from payers, reduce error rates, increase collections, lower operating costs, improve operational workflow controls, improve patient satisfaction and compliance, and more efficiently manage clinical and billing information.

In 2009, we generated revenue of $188.5 million from the sale of our services compared to $136.3 million in 2008 and $97.6 million in 2007. Given the scope of our market opportunity, we have increased our spending each year on growth, innovation, and infrastructure. Despite increased spending in these areas, higher revenue and lower direct operating expense as a percentage of revenue have led to greater operating income. However, the reversal of a valuation allowance against deferred tax assets that occurred in the fourth quarter of 2008 has had and will have an impact on net profits as our results are now fully taxed.

Our revenues are predominately derived from business services that we provide on an ongoing basis. This revenue is generally determined as a percentage of payments collected by us on behalf of our clients, so the key drivers of our revenue include growth in the number of physicians working within our client accounts and the collections of these physicians. To provide these services, we incur expense in several categories, including direct operating, selling and marketing, research and development, general and administrative, and depreciation and amortization expense. In general, our direct operating expense increases as our volume of work increases, whereas our selling and marketing expense increases in proportion to our rate of adding new accounts to our network of physician clients. Our other expense categories are less directly related to growth of revenues and relate more to our planning for the future, our overall business management activities, and our infrastructure. As our revenues have grown, the difference between our revenue and our direct operating expense also has grown, which has afforded us the ability to spend more in other categories of expense and to experience an increase in operating margin. We manage our cash and our use of credit facilities to ensure adequate liquidity, in adherence to related financial covenants.

Sources of Revenue

We derive our revenue from two sources: from business services associated with our revenue cycle and clinical cycle offerings and from implementation and other services. Implementation and other services consist primarily of professional services fees related to assisting clients with the initial implementation of our services and for ongoing training and related support services. Business services accounted for approximately 97%, 97%, and 96% of our total revenues for the years ended December 31, 2009, 2008, and 2007, respectively. Business services fees are typically 2% to 8% of a practice’s total collections depending upon the size, complexity, and other characteristics of the practice, plus a per-statement charge for billing statements that are generated for patients. Accordingly, business services fees are largely driven by: the number of physician practices we serve, the number of physicians and other medical providers working in those physician practices, the volume of activity and related collections of those physicians and other medical providers, and our contracted rates. There is moderate seasonality in the activity level of physician practices. Typically, discretionary use of physician services declines in the late summer and during the holiday season, which leads to a decline in collections by our physician clients about 30 to 50 days later. None of our clients accounted for more than 10% of our total revenues for the years ended December 31, 2009, 2008, or 2007.

Operating Expense

Direct Operating Expense.  Direct operating expense consists primarily of salaries, benefits, claim processing costs, other direct costs, and stock-based compensation related to personnel who provide services to clients, including staff who implement new clients. We expense implementation costs as incurred. Although

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we expect that direct operating expense will increase in absolute terms for the foreseeable future, the direct operating expense is expected to decline as a percentage of revenues as we further increase the percentage of transactions that are resolved on the first attempt and as we decrease the cost of implementation for new clients. In addition, over the longer term, we expect to increase our overall level of automation and to reduce our direct operating expense as a percentage of revenues as we become a larger operation, with higher volumes of work in particular functions, geographies, and medical specialties. In 2009 and 2008, we include in direct operating expense the service costs associated with our athenaClinicals offering, which includes transaction handling related to lab requisitions, lab results entry, fax classification, and other services. We also expect these costs to increase in absolute terms for the foreseeable future but to decline as a percentage of revenue. This decrease will be driven by increased levels of automation and by economies of scale. Direct operating expense does not include allocated amounts for rent, depreciation, and amortization, except for amortization related to purchased intangible assets.

Selling and Marketing Expense.  Selling and marketing expense consists primarily of marketing programs (including trade shows, brand messaging, and on-line initiatives) and personnel-related expense for sales and marketing employees (including salaries, benefits, commissions, stock-based compensation, non-billable travel, lodging, and other out-of-pocket employee-related expense). Although we recognize substantially all of our revenue when services have been delivered, we recognize a large portion of our sales commission expense at the time of contract signature and at the time our services commence. Accordingly, we incur a portion of our sales and marketing expense prior to the recognition of the corresponding revenue. We plan to continue to invest in sales and marketing by hiring additional direct sales personnel to add new clients and increase sales to our existing clients. We also plan to expand our marketing activities in certain areas, such as attending trade shows, expanding user groups, and creating new printed materials. As a result, we expect that, in the future, sales and marketing expense will increase in absolute terms but remain relatively consistent over time as a percentage of revenue.

Research and Development Expense.  Research and development expense consists primarily of personnel-related expenses for research and development employees (including salaries, benefits, stock-based compensation, non-billable travel, lodging, and other out-of-pocket employee-related expense) and consulting fees for third-party developers. We expect that, in the future, research and development expense will increase in absolute terms but not as a percentage of revenue as new services and more mature products require incrementally less new research and development investment.

General and Administrative Expense.  General and administrative expense consists primarily of personnel-related expense for administrative employees (including salaries, benefits, stock-based compensation, non-billable travel, lodging, and other out-of-pocket employee-related expense), occupancy and other indirect costs (including building maintenance and utilities), and insurance, as well as software license fees; outside professional fees for accountants, lawyers, and consultants; and compensation for temporary employees. We expect that general and administrative expense will increase in absolute terms for the foreseeable future as we invest in infrastructure to support our growth and incur additional expense related to being a publicly traded company. Though expenses are expected to continue to rise in absolute terms, we expect general and administrative expense to decline as a percentage of overall revenues.

Depreciation and Amortization Expense.  Depreciation and amortization expense consists primarily of depreciation of fixed assets and amortization of capitalized software development costs, which we amortize over a two-year period from the time of release of related software code. Because our core revenue cycle application is relatively mature, we expense those costs as incurred, and, as a result, in 2009 approximately 85% of our software development expenditures were expensed rather than capitalized. In the year ended December 31, 2008, approximately 87% were expensed rather than capitalized. In the year ended December 31, 2007, approximately 85% were expensed rather than capitalized. As we grow, we will continue to make capital investments in the infrastructure of the business, and we will continue to develop software that we capitalize. At the same time, because we are spreading fixed costs over a larger client base, we expect related depreciation and amortization expense to decline as a percentage of revenues over time.

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Other Income (Expense).  Interest expense consists primarily of interest costs related to our former working capital line of credit, our equipment-related term leases, our term loan and revolving loans under our credit facility, and our former subordinated term loan, offset by interest income on investments. Interest income represents earnings from our cash, cash equivalents, and investments. The gain or loss on interest rate derivative contract represents the change in the fair market value of a derivative instrument that is not designated a hedge under the authoritative accounting guidance. Although this derivative has not been designated for hedge accounting, we believe that such instrument is correlated with the underlying cash flow exposure related to variability in interest rate movements on our term loan. In 2007, the unrealized loss on warrant liability represents the change in the fair value of our warrants to purchase shares of our preferred stock at the end of each reporting period. This warrant liability and associated accounting to recognize this liability at its fair value, ceased upon the completion of our initial public offering, at which time the associated liability converted to additional paid-in-capital.

Acquisitions

2009 Acquisition

In October 2009, the Company acquired Anodyne Health Partners, Inc., a software as a service business intelligence company based in Alpharetta, Georgia. We believe that the acquisition of Anodyne provides us with expanded service offerings that will better enable us to compete in the large medical group market. The Anodyne software as a service business intelligence tool enhances customers’ ability to view all facets of its revenue cycle information and to access and extract critical operational and administrative information from various data systems. Consideration for this transaction was $22.3 million plus potential additional consideration of $7.7 million which will be paid over a three-year period if Anodyne achieves certain business and financial milestones.

2008 Acquisition

In September 2008, we acquired specified assets and assumed specified liabilities of Crest Line Technologies, LLC (d.b.a. MedicalMessaging.net). MedicalMessaging is a provider of live and automated calling services for healthcare professionals. The purpose of the acquisition is to augment our core business service offering with MedicalMessaging’s automated and live communication services. We believe the purchase of MedicalMessaging gave us access to a developed technology that could speed the time to market versus internal development of our own similar product. In addition, we plan to leverage its existing customer base to increase revenues of the MedicalMessaging services. Consideration for this transaction was $7.1 million plus potential additional consideration of $1.0 million which will be paid over a three-year period if MedicalMessaging achieves certain financial milestones. As of December 31, 2009, we have paid $0.7 million of the additional consideration.

Critical Accounting Policies

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors we believe to be relevant at the time we prepared our consolidated financial statements. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and

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liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition; including our estimated expected customer life; (2) allowance for doubtful accounts; (3) asset impairments (4) depreciable lives of assets; (5) economic lives and fair value of leased assets; (6) income tax reserves and valuation allowances; (7) fair value of stock options; (8) allocation of direct and indirect cost of sales; and (9) litigation reserves. Future events and their effects cannot be predicted with certainty, and accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. We evaluate and update our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluations. Actual results could differ from the estimates we have used.

Our significant accounting policies are discussed in Note 3, Business and Summary of Significant Accounting Policies, to our accompanying consolidated financial statements. We believe the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, as they require management to make difficult, subjective or complex judgments, and to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting policies and related disclosures with the Audit Committee of our board of directors.

		Effect if Actual Results
Description	Judgments and Uncertainties	Differ from Assumptions
Revenue recognition
We derive its revenue from business services associated with our revenue cycle and clinical cycle offerings and from implementation and other services.	We recognize revenue when all of the following conditions are satisfied: •   there is evidence of an arrangement; •   the service has been provided to the client; •   the collection of the fees is reasonably assured; and •   the amount of fees to be paid by the client is fixed or determinable.	Although we believe that our approach to estimates and judgments as described herein is reasonable, actual results could differ and we may be exposed to increases or decreases in revenue that could be material.
	Our arrangements do not contain general rights of return. All revenue, other than implementation revenue, is recognized when the service is performed. Relative to our business services offering that is based on the collections of amounts by our customers; we do not recognize revenue until our customers have been paid. As the implementation service is not separable from the ongoing business services, we record implementation fees as deferred revenue until the implementation service is complete, at which time we recognize revenue ratably on a monthly basis over the longer of the estimated expected customer life or contract life.

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		Effect if Actual Results
Description	Judgments and Uncertainties	Differ from Assumptions
	Our clients typically purchase one-year contracts that renew automatically upon completion. In most cases, our clients may terminate their agreements with 90 days notice without cause. We typically retain the right to terminate client agreements in a similar timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to athenaNet, minimum fees, flat fees, or per-claim fees where applicable. Invoices are generated within the first two weeks of the month and delivered to clients primarily by email. For most of our clients, fees are then deducted from a pre-defined bank account one week after invoice receipt via an auto-debit transaction. Amounts that have been invoiced are recorded as revenue or deferred revenue, as appropriate, and are included in our accounts receivable balances.
	We maintain allowances for doubtful accounts based on an assessment of the collectability of specific customer accounts, the aging of accounts receivable, and other economic information on both an historical and prospective basis. Customer account balances are charged against the allowance when it is probable the receivable will not be recovered. Changes in the allowance during fiscal 2009 and 2008 were not material. There is no off-balance sheet credit exposure related to customer receivable balances.
We are required to recognize our non-refundable up-front fees over the contract term or estimated expected customer life, whichever is longer.	The determination of the amount of revenue we can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life. We determined the estimated customer life considering the following key factors: •   Renewal rate considerations •   Economic life of the product or service •   Industry data •   Marketing studies •   Data used to set the pricing terms of the arrangement.	Our estimate of expected customer life may prove to be inaccurate, in which case we may have understated or overstated the revenue recognized in an accounting period. For example, if in the future, we need to increase our estimated expected performance period to a period longer than 12 years, the amount we would recognize in each accounting period would decrease. On the other hand, if in the future, we need to decrease our estimated expected customer life to a period shorter than 12 years, the amount we would recognize in each accounting period would increase. The amount of deferred revenue related to non-refundable up-front fees is $32.1 million as of December 31, 2009.

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		Effect if Actual Results
Description	Judgments and Uncertainties	Differ from Assumptions
Income taxes
We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recorded with respect to net operating losses and other tax attribute carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the income of the period that includes the enactment date.	A high degree of judgment is required to determine if, and the extent to which, valuation allowances should be recorded against deferred tax assets. Since December 31, 2008, we have not had a valuation allowance recorded against our net deferred tax asset. Contingent tax liabilities are based on our assessment of the likelihood that we have incurred a liability. Such liabilities are reviewed based on recent changes in tax laws and regulations, including judicial rulings.	Although we believe that our approach to estimates and judgments as described herein is reasonable, actual results could differ and we may be exposed to increases or decreases in income taxes that could be material.
In addition, we are required to establish reserves for tax contingencies.
Share-based Compensation
Athenahealth grants various nonqualified stock-based compensation awards, including stock options. The share-based compensation expense and related income tax benefit recognized in the consolidated statement of operations in fiscal year 2009 was $8.3 million and $2.5 million, respectively. As of December 31, 2009, there was $25.5 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized through 2013.	We estimate the fair value of each stock option award on the date of grant using the Black-Scholes valuation model, which requires us to make estimates regarding expected option life, stock price volatility and other assumptions. we have not had sufficient history as a publicly traded company to evaluate its volatility factor and expected term. As such, we analyzed the volatilities and expected terms of a group of peer companies to support the assumptions used in its calculations for the years ended December 31, 2009, 2008, and 2007. We averaged the volatilities of the peer companies with in-the-money options, sufficient trading history and similar vesting terms to generate the assumptions detailed above. We have not paid and do not anticipate paying cash dividends on our shares of common stock; therefore, the expected dividend yield is assumed to be zero. In addition, we are required to utilize an estimated forfeiture rate when calculating the expense for the period.	We believe that there is a high degree of subjectivity involved when using option-pricing models to estimate share-based compensation under the authoritative guidance. If factors change and we employ different assumptions in the application of the authoritative guidance in future periods than those currently, the compensation expense that we record in the future may differ significantly from what we have historically reported for future grants. if the volatility percentage used in calculating our stock compensation expense had fluctuated by 10%, the total stock compensation expense to be recognized over the stock options’ four-year vesting period would have increased or decreased by approximately $2.6 million. If the forfeiture rate used in calculating our stock compensation expense had fluctuated by 10%, the total stock compensation expense to be recognized over the stock options’ four-year vesting period would have decreased or increased by approximately $0.2 million.

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		Effect if Actual Results
Description	Judgments and Uncertainties	Differ from Assumptions
Software Development Costs
Software development costs for internal use are expensed or capitalized based on the stage of development for the software.	Under this guidance, costs related to the preliminary project stage of subsequent versions of athenaNet and/or other technology are expensed as incurred. Costs incurred in the application development stage are capitalized. Such costs are amortized over the software’s estimated economic life of two years. In 2009, approximately 85% of our software development expenditures were expensed rather than capitalized, based upon the stage of development of the software. In the year ended December 31, 2008, approximately 87% of our software development expenditures were expensed rather than capitalized. In the year ended December 31, 2007, approximately 85% of our software development expenditures were expensed rather than capitalized.	Although we believe that our approach to estimates and judgments as described herein is reasonable, actual results could differ and we may be exposed to increases or decreases in software development costs that could be material.
Contingent consideration
Contingent consideration in a business combination is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings.	Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense we record in any given period. Each period we revalue the contingent consideration obligations associated with certain acquisitions to their then fair value and record increases in the fair value as contingent consideration expense and record decreases in the fair value as a reduction of contingent consideration expense.	Increases or decreases in the fair value of the contingent consideration obligations can result from changes in assumed discount periods and rates, changes in the assumed timing and amount of revenue and expense estimates. We recorded potential contingent consideration of $7.7 million in the initial purchase price allocation at its estimated fair value of $5.1 million related to the Anodyne Health Partners, Inc acquisition in October 2009.

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Consolidated Results of Operations

The following table sets forth our consolidated results of operations as a percentage of total revenue for the periods shown:

	Year Ended December 31,
	2009			2008			2007
Revenue:
Business services		97.2	%		96.8	%		96.5	%
Implementation and other		2.8			3.2			3.5
Total revenue		100			100			100
Expenses:
Direct operating costs		41.9			44.0			48.1
Selling and marketing		18.1			16.7			17.6
Research and development		7.6			7.8			7.7
General and administrative		19.2			21.5			20.4
Depreciation and amortization		4.1			4.4			5.7
Total expenses		90.9			94.4			99.5
Operating income		9.1			5.6			0.5
Other income (expenses):
Interest income		0.5			1.4			1.4
Interest expense		(0.5	)		(0.3	)		(3.7	)
Gain (loss) on interest rate derivative contract		0.3			(0.6	)		—
Other income (expense)		0.2			0.1			(5.8	)
Total other income (expense)		0.5			0.6			(8.1	)
Income (loss) before income taxes		9.6			6.2			(7.6	)
Income tax (provision) benefit		(4.7	)		17.0			(0.1	)
Net income (loss)		4.9	%		23.2	%		(7.7	)%

We have restated our audited consolidated statement of operations and cash flows for the years ended December 31, 2008 and 2007. For additional information about the restatement, please see the “Explanatory Note Regarding Restatement” immediately preceding Part I, Item 1 and Note 2 of the Notes to Consolidated Financial Statements, “Restatement and Reclassification of Previously Issued Consolidated Financial Statements, in Part II, Item 8.” The following discussion and analysis of our financial results of operations incorporates the restated amounts.

Comparison of the Years Ended December 31, 2009 and 2008

	Year Ended December 31,
	2009		2008		Change
	Amount		Amount		Amount		Percent
Business services	$	183,230	$	131,879	$	51,351		39	%
Implementation and other		5,297		4,403		894		20
Total revenue	$	188,527	$	136,282	$	52,245		38	%

Revenue.  Total revenue for the year ended December 31, 2009, was $188.5 million, an increase of $52.2 million, or 38%, over revenue of $136.3 million for the year ended December 31, 2008. This increase was due almost entirely to an increase in business services revenue.

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Business Services Revenue.  Revenue from business services for the year ended December 31, 2009, was $183.2 million, an increase of $51.4 million, or 39%, over revenue of $131.9 million for the year ended December 31, 2008. This increase was primarily due to the growth in the number of physicians and other medical providers using our services. The number of physicians using our revenue cycle management service, athenaCollector, at December 31, 2009, was 15,719, an increase of 3,130, or 25%, from 12,589 physicians at December 31, 2008. The number of active medical providers using our revenue cycle management service, athenaCollector, at December 31, 2009, was 23,366, an increase of 4,598, or 24%, from 18,768 active medical providers at December 31, 2008. The number of physicians using our clinical cycle management service, athenaClinicals, at December 31, 2009, was 920, an increase of 435, or 90%, from 485 physicians at December 31, 2008. The number of active medical providers using our clinical cycle management service, athenaClinicals, at December 31, 2009, was 1,471, an increase of 673, or 84%, from 798 active medical providers at December 31, 2008. Also contributing to this increase was the growth in related collections on behalf of these physicians and medical providers. Total collections generated by these physicians and other medical providers that was posted for the year ended December 31, 2009, was $4.9 billion, an increase of $1.2 billion, or 32%, over posted collections of $3.7 billion for the year ended December 31, 2008.

Implementation and Other Revenue.  Revenue from implementations and other sources was $5.3 million for the year ended December 31, 2009, an increase of $0.9 million, or 20%, over revenue of $4.4 million for the year ended December 31, 2008. This increase was driven by new client implementations and increased professional services for our larger client base. As of December 31, 2009, the numbers of accounts live on our revenue cycle management service, athenaCollector, increased by 366 accounts since December 31, 2008. As of December 31, 2009, the numbers of accounts live on our clinical cycle management service, athenaClinicals, increased by 116 accounts since December 31, 2008. The increase in implementation and other revenue is the result of the increase in the volume of our business.

	Year Ended December 31,
	2009		2008		Change
	Amount		Amount		Amount		Percent
Direct operating costs	$	79,017	$	59,947	$	19,070		32	%

Direct Operating Costs.  Direct operating costs for the year ended December 31, 2009, was $79.0 million, an increase of $19 million, or 32%, over direct operating costs of $60.0 million for the year ended December 31, 2008. This increase was primarily due to an increase in the number of claims that we processed on behalf of our clients and the related expense of providing services, including transactions expense and salary and benefits expense. The amount of collections processed for the year ended December 31, 2009, was $4.9 billion, which was $1.2 billion, or 32% higher than the $3.7 billion of collection processed for the year ended December 31, 2008. The increase in collections increased at a higher rate than the increase in the related direct operating expense as we benefited from economies of scale.

	Year Ended December 31,
	2009		2008		Change
	Amount		Amount		Amount		Percent
Selling and marketing	$	34,072	$	22,827	$	11,245		49	%
Research and development		14,348		10,600		3,748		35
General and administrative		36,111		29,330		6,781		23
Depreciation and amortization		7,767		5,993		1,774		30
Total	$	92,298	$	68,750	$	23,548		34	%

Selling and Marketing Expense.  Selling and marketing expense for the year ended December 31, 2009, was $34.1 million, an increase of $11.3 million, or 49%, over costs of $22.8 million for the year ended December 31, 2008. This increase was primarily due to increases in external commissions of $1.5 million, a $0.7 million increase in stock-based compensation expense, and an increase in salaries, internal commissions and benefits of $4.9 million. Additional increases were due to increases in online and offline marketing-related

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expenses totaling $3.3 million, a $0.5 million increase in travel related expense, and a $0.4 million increase in consulting costs.

Research and Development Expense.  Research and development expense for the year ended December 31, 2009, was $14.3 million, an increase of $3.7 million, or 35%, over research and development expense of $10.6 million for the year ended December 31, 2008. This increase was primarily due to a $3.7 million increase in salaries and benefits.

General and Administrative Expense.  General and administrative expense for the year ended December 31, 2009, was $36.1 million, an increase of $6.8 million, or 23%, over general and administrative expenses of $29.3 million for the year ended December 31, 2008. This increase was primarily due to a $3.8 million increase in employee-related costs due to an increase in headcount, a $1.4 million increase in stock compensation expense, and a $1.0 million increase in audit-related and legal fees due to the costs of being a public company and acquisition related costs. The remaining portion of the increase relates to an increase in our bad debt expense.

Depreciation and Amortization.  Depreciation and amortization expense for the year ended December 31, 2009, was $7.8 million, an increase of $1.8 million, or 30%, from depreciation and amortization of $6.0 million for the year ended December 31, 2008. This increase was primarily due to the addition of assets during 2009 and 2008.

	Year Ended December 31,
	2009			2008			Change
	Amount			Amount			Amount			Percent
Interest income	$	1,016		$	1,942		$	(926	)		(48	)%
Interest expense		(968	)		(428	)		(540	)		*
Gain (loss) on interest rate derivative contract		590			(881	)		1,471			*
Other income		255			182			73			40
Total	$	893		$	815		$	78			10	%

* not meaningful

Other Income (Expense).  Interest income for the year ended December 31, 2009, was $1.0 million, a decrease of $0.9 million from interest income of $1.9 million for the year ended December 31, 2008. The decrease was directly related to the lower interest rates during the year. Interest expense for the year ended December 31, 2009, was $1.0 million, an increase of approximately $0.6 million over interest expense of $0.4 million for the year ended December 31, 2008. The increase is related to an increase in the balance outstanding on our capital leases during 2009 and a full year of interest expense relating to our term and revolving loans. The loss on interest rate derivative for the year ended December 31, 2008, was $0.9 million, compared to a gain on interest rate derivative for the year ended December 31, 2009, of $0.6 million. The gain was the result of the change in the fair market value of a derivative instrument that was not designated a hedge instrument under the authoritative guidance. Although this derivative does not qualify for hedge accounting, we believe that the instrument is closely correlated with the underlying exposure, thus managing the associated risk. The gains or losses from changes in the fair value of derivative instruments that are not accounted for as hedges are recognized in earnings.

Income Tax Provision.  We recorded a provision of $8.8 million for the income taxes for the year ended December 31, 2009 based upon an effective tax rate of 49%. We recorded a benefit of $23.2 million for income taxes for the period of December 31, 2008, which included a reversal of the valuation allowance against the deferred tax assets of the Company. We consider whether a valuation allowance is needed on its deferred tax assets by evaluating all positive and negative evidence relative to its ability to recover deferred tax assets. Prior to the year ended December 31, 2008, we had incurred losses and it is difficult to assert that deferred tax assets are recoverable with this negative evidence. During the fourth quarter of 2008, our results of operations generated a cumulative profit as measured over the current and prior two years. In addition, we had been profitable for six consecutive quarters before releasing the allowance. Based on consideration of the

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weight of positive and negative evidence, including forecasted operating results, we concluded that there was sufficient positive evidence that our deferred tax assets were more likely than not recoverable as of December 31, 2008. Accordingly, the remaining valuation allowance was reversed as of December 31, 2008.

Comparison of the Years Ended December 31, 2008 and 2007

We have restated our audited consolidated statement of operations and cash flows for the years ended December 31, 2008 and 2007. For additional information about the restatement, please see the “Explanatory Note Regarding Restatement” immediately preceding Part I, Item 1 and Note 2 of the Notes to Consolidated Financial Statements, “Restatement and Reclassification of Previously Issued Consolidated Financial Statements in Part II, Item 8.” The following discussion and analysis of our financial results of operations incorporates the restated amounts.

	Year Ended December 31,
	2008		2007		Change
	Amount		Amount		Amount		Percent
Business services	$	131,879	$	94,182	$	37,697		40	%
Implementation and other		4,403		3,436		967		28
Total revenue	$	136,282	$	97,618	$	38,664		40	%

Revenue.  Total revenue for the year ended December 31, 2008, was $136.3 million, an increase of $38.7 million, or 40%, over revenue of $97.6 million for the year ended December 31, 2007. This increase was almost entirely due to an increase in business services revenue.

Business Services Revenue.  Revenue from business services for the year ended December 31, 2008, was $131.9 million, an increase of $37.7 million, or 40%, over revenue of $94.2 million for the year ended December 31, 2007. This increase was primarily due to the growth in the number of physicians using our services. The number of physicians using our services at December 31, 2008, was 12,589, an increase of 3,166, or 34%, over the 9,423 physicians at December 31, 2007. Also contributing to this increase was growth in related collections on behalf of these physicians. Total collections generated by these providers posted for the year ended December 31, 2008, was $3.7 billion, an increase of $1.0 billion, or 37%, over $2.7 billion for the year ended December 31, 2007.

Implementation and Other Revenue.  Revenue from implementations and other sources was $4.4 million for the year ended December 31, 2008, an increase of $1.0 million, or 28%, over revenue of $3.4 million for the year ended December 31, 2007. This increase was driven by new client implementations and increased professional services for our larger client base. As of December 31, 2008, the number of accounts live on our revenue cycle management system, athenaCollector increased by 305 since December 31, 2007. As of December 31, 2008, the number of accounts live on our clinical cycle management service, athenaClinicals increased by 80 since December 31, 2007. The increase in implementation and other revenue is the result of the increase in the volume of our business.

	Year Ended December 31,
	2008		2007		Change
	Amount		Amount		Amount		Percent
Direct operating expense	$	59,947	$	46,978	$	12,969		28	%

Direct Operating Expense.  Direct operating expense for the year ended December 31, 2008, was $59.9 million, an increase of 28% over direct operating expense of $47.0 million for the year ended December 31, 2007. This increase was primarily due to an increase in the number of claims that we processed on behalf of our clients and the related expense of providing services, including transactions expense and salary and benefits expense. The amount of collections processed for our clients for the year ended

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December 31, 2008, was $3.7 billion, which was 37% higher than the $2.7 billion of collections processed for the year ended December 31, 2007. The increase in collections increased at a higher rate than the increase in the related direct operating expense, as we benefited from economies of scale.

	Year Ended December 31,
	2008		2007		Change
	Amount		Amount		Amount		Percent
Selling and marketing	$	22,827	$	17,212	$	5,615		33	%
Research and development		10,600		7,476		3,124		42
General and administrative		29,330		19,922		9,408		47
Depreciation and amortization		5,993		5,541		452		8
Total	$	68,750	$	50,151	$	18,599		37	%

Selling and Marketing Expense.  Selling and marketing expense for the year ended December 31, 2008, was $22.8 million, an increase of $5.6 million, or 33%, over sales and marketing expense of $17.2 million for the year ended December 31, 2007. This increase was primarily due to increases in internal and external commissions of $1.7 million, a $1.3 million increase in stock compensation expense, an increase in salaries and benefits of $2.3 million, and an increase in marketing expenses of $0.3 million.

Research and Development Expense.  Research and development expense for the year ended December 31, 2008, was $10.6 million, an increase of $3.1 million, or 42%, over research and development expense of $7.5 million for the year ended December 31, 2007. This increase was primarily due to a $1.9 million increase in salaries, a $0.8 million increase in stock compensation expense, and a $0.4 million increase in consulting related to our athenaClinicals product.

General and Administrative Expense.  General and administrative expense for the year ended December 31, 2008, was $29.3 million, an increase of $9.4 million, or 47%, over general and administrative expense of $19.9 million for the year ended December 31, 2007. This increase was primarily due to a $6.5 million increase in salaries and benefits resulting from an increase in headcount, a $1.4 million increase in stock compensation expense, and a $1.5 million increase in audit-related and legal fees due to the costs of being a public company.

Depreciation and Amortization.  Depreciation and amortization expense for the year ended December 31, 2008, was $6.0 million, an increase of $0.5 million, or 8%, from depreciation and amortization expense of $5.5 million for the year ended December 31, 2007. This increase was primarily due to the addition of property and equipment during 2008.

	Year Ended December 31,
	2008			2007			Change
	Amount			Amount			Amount			Percent
Interest income	$	1,942		$	1,415		$	527			37	%
Interest expense		(428	)		(3,682	)		3,254			(88	)
Gain (loss) on interest rate derivative contract		(881	)		—			(881	)		*
Other income		182			(5,689	)		5,871			*
Total	$	815		$	(7,956	)	$	8,771			(110	)%

* not meaningful

Other Income (Expense).  Interest income for the year ended December 31, 2008, was $1.9 million, an increase of $0.5 million from interest income of $1.4 million for the year ended December 31, 2007. The increase was directly related to the higher cash and short-term investments balance during the year. Interest expense for the year ended December 31, 2008, was $0.4 million, a decrease of $3.3 million, or 88%, over interest expense of $3.7 million for the year ended December 31, 2007. The decrease is related to a decrease in bank debt during 2008. The loss on interest rate derivative for the year ended December 31, 2008, was

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$0.9 million, which was the result of the change in the fair market value of a derivative instrument that was not designated a hedge under the authoritative guidance. Although this derivative does not qualify for hedge accounting, we believe that the instrument is closely correlated with the underlying exposure, thus managing the associated risk. The gains or losses from changes in the fair value of derivative instruments that are not accounted for as hedges are recognized in earnings. The loss on warrant liability for the year ended December 31, 2007, was $5.0 million, which was the result of the change in the fair value of the warrants prior to our initial public offering, or IPO. This change in the fair value of the warrants is attributable to the appreciation in the fair value of our common and preferred stock during this period, as the common stock increased from $7.20 per share as of December 31, 2006, to $18.00 per share at the time of our IPO. These warrants converted to warrants to purchase shares of common stock upon the consummation of our IPO, at which time the existing liability was reclassified to additional paid-in-capital. Therefore there was no such expense in 2008. Also included in other expense for the year ended December 31, 2007, was $0.1 million in loss on disposal of assets and $0.6 million of financial advisor fees paid by shareholders. Included in other expense for the year ended December 31, 2008, was $0.2 million in gain on disposal of assets.

Income Tax Provision.  We recorded a benefit of $23.2 million for income taxes for the period of December 31, 2008, which included a reversal of the valuation allowance against the deferred tax assets of the company. We consider whether a valuation allowance is needed on its deferred tax assets by evaluating all positive and negative evidence relative to its ability to recover deferred tax assets. Prior to the year ended December 31, 2008, we had incurred losses and it is difficult to assert that deferred tax assets are recoverable with this negative evidence. During the fourth quarter of 2008, our results of operations generated a cumulative profit as measured over the current and prior two years. In addition, we have been profitable for six consecutive quarters. Based on consideration of the weight of positive and negative evidence, including forecasted operating results, we concluded that there was sufficient positive evidence that its deferred tax assets are more likely than not recoverable as of December 31, 2008. Accordingly, the remaining valuation allowance was reversed as of December 31, 2008. We recorded a provision for income taxes for the year ended December 31, 2007, of less than $0.1 million, which represents income tax expense for the alternative minimum tax (“AMT”).

Liquidity and Capital Resources

Since our inception, we have funded our growth primarily through the private sale of equity securities, totaling approximately $50.6 million, as well as through long-term debt, working capital, equipment-financing loans, and the completion of our initial public offering, which provided net proceeds of approximately $81.3 million. As of December 31, 2009, our principal sources of liquidity were cash and cash equivalents totaling $30.5 million and short term investments of $52.3 million. Our total indebtedness was $12.4 million at December 31, 2009, and was comprised of capital leases and amounts borrowed under our credit facility with Bank of America, N.A.

Looking forward to 2010, we anticipate sufficient liquidity from cash flows and access to existing credit facilities to meet our operational needs and financial obligations. Our liquidity derived from cash flows is, to a large degree, predicated on our ability to collect our receivables in a timely manner and the cost of operating our business.

Cash provided by operating activities during the year ended December 31, 2009, was $32.3 million and consisted of a net income of $9.3 million and $2.4 million utilized by working capital and other activities. This is offset by positive non-cash adjustments of $8.4 million related to depreciation and amortization expense, $8.3 million in non-cash stock compensation expense, $1.0 million for a provision for uncollectible accounts, a $0.3 million loss on disposal of assets, and $5.9 million relating to changes in our deferred tax assets and liabilities. Negative non-cash adjustments relate to amortization of discounts on investments of $0.1 million, a $2.5 million from excess tax benefit from stock-based awards, and a $0.6 million from a non-cash gain on interest rate swap. Cash used by working capital and other activities was primarily attributable to a $1.1 million decrease in deferred rent, a $10.5 million increase in accounts receivable and a $0.2 million increase in other long-term assets, offset in part by a $7.4 million increase in deferred revenue, a $6.4 million increase in accrued expenses, a $0.9 million increase in prepaid expenses and other current assets, and a

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$1.4 million increase in accounts payables. These changes were attributable to growth in the size of our business and in the related direct operating expense.

Cash provided by operating activities during the year ended December 31, 2008, was $21.1 million and consisted of a net income of $31.6 million and $1.8 million utilized by working capital and other activities. This is offset by positive non-cash adjustments of $6.1 million related to depreciation and amortization expense, $5.6 million in non-cash stock compensation expense, a $0.9 million from a non-cash loss on interest rate swap, a $0.5 million from excess tax benefit from stock-based awards, and $0.4 million for a provision for uncollectible accounts. Negative non-cash adjustments relate to amortization of discounts on investments for $0.9 million and $23.8 million increase in deferred provision. Cash used by working capital and other activities was primarily attributable to a $7.4 million increase in accrued expense, a $1.4 million decrease in deferred rent, a $9.3 million increase in accounts receivable, a $0.9 million increase in prepaid expenses and other current assets, and a $0.1 million increase in other long-term assets, offset in part by a $7.1 million increase in deferred revenue and a $1.2 million increase in accounts payables. These changes were attributable to growth in the size of our business and in the related direct operating expense.

Net cash used by investing activities was $33.2 million for the year ended December 31, 2009, which consisted of purchases of investments of $78.6 million; purchases of property and equipment of $10.3 million; net cash paid for acquisition and other purchased intangible assets of $22.4 million; expenditures for internal development of the athenaClinicals and athenaCommunicator applications of $2.6 million; increase in restricted cash balance of $7.4 million; and purchase of investment in unconsolidated company of $0.6 million. This outgoing investment cash flow was offset by positive investment cash flow of $84.0 million from proceeds of the maturities of investments and proceeds from sale of equipment of $4.5 million.

Net cash used by investing activities was $74.8 million for the year ended December 31, 2008, which consisted of purchases of investments of $130.0 million; purchases of plant, property, and equipment of $13.5 million; net cash paid for acquisition and other purchased intangible assets of $6.7 million; expenditures for internal development of the athenaClinicals application of $1.4 million; and purchase of investment in unconsolidated company of $0.6 million. This outgoing investment cash flow was offset by positive investment cash flow of $73.3 million from proceeds of the maturities of investments and proceeds from disposals and sale of equipment of $4.1 million.

Net cash provided by financing activities was $2.6 million for the year ended December 31, 2009. The majority of the cash provided in the period resulted from proceeds from the issuance of common stock under stock plans of $2.7 million, and an excess tax benefit from stock-based awards of $2.4 million. This was offset by payments on long-term debt of $2.5 million. The $12.4 million of debt was either issued as fixed-interest-rate debt or has been effectively converted to fixed-rate debt through the use of interest rate swaps that change floating rates to fixed rates. The weighted-average interest rate on fixed-rate long-term debt is 5%, including the effects of the interest rate swaps. At December 31, 2009, the current fair value of the swap is a liability of $0.3 million.

Net cash provided by financing activities was $10.8 million for the year ended December 31, 2008. The majority of the cash provided in the period resulted from proceeds from long-term debt of $6.0 million, $5.2 million in proceeds from the exercise of stock options and warrants, and a tax benefit from stock-based awards of $0.5 million. This was offset by payments on long-term debt of $0.8 million and $0.2 million of deferred financing fees. The debt was either issued as fixed-interest-rate debt or has been effectively converted to fixed-rate debt through the use of interest rate swaps that change floating rates to fixed rates. The weighted-average interest rate on fixed-rate long-term debt is 4.55%, including the effects of the interest rate swaps. At December 31, 2008, the current fair value of the swap was a liability of $0.9 million.

We make investments in property and equipment and in software development on an ongoing basis. Our property and equipment investments consist primarily of technology infrastructure to provide capacity for expansion of our client base, including computers and related equipment in our data centers and infrastructure in our service operations. Our software development investments consist primarily of company-managed design, development, testing, and deployment of new application functionality. Because the practice management component of athenaNet is considered mature, we expense nearly all software maintenance costs for this

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component of our platform as incurred. For the electronic health records (“EHR”) component of athenaNet, which is the platform for our athenaClinicals offering, we capitalize nearly all software development. In the year ended December 31, 2009, we capitalized $10.3 million in property and equipment and $2.6 million in software development. In the year ended December 31, 2008, we capitalized $13.5 million of property and equipment and $1.4 million of software development. Included in the capitalized property and equipment during 2008 was a complex of buildings totaling 186,000 square feet, including approximately 133,000 square feet of office space, on approximately 53 acres of land located in Belfast, Maine, for a total price of $6.2 million. We currently anticipate making aggregate capital expenditures of approximately $16.3 million over the next twelve months. In the years ended December 31, 2009 and 2008, we paid cash for acquisitions of $22.4 million and $6.7 million. We believe that the acquisitions provide us with expanded service offerings that will better enable it to compete in this market.

Given our current cash and cash equivalents, short-term investments, accounts receivable, and funds available under our existing revolving credit facility with Bank of America, N.A., we believe that we will have sufficient liquidity to fund our business and meet our contractual obligations for at least the next twelve months. We may increase our capital expenditures consistent with our anticipated growth in infrastructure and personnel and as we expand our national presence. In addition, we may pursue acquisitions or investments in complementary businesses or technologies or experience unexpected operating losses, in which case we may need to raise additional funds sooner than expected. Accordingly, we may need to engage in private or public equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain required financing on terms satisfactory to us, our ability to continue to support our business growth and to respond to business challenges could be significantly limited. Beyond the twelve-month period, we intend to maintain sufficient liquidity through continued improvements in the size and profitability of our business and through prudent management of our cash resources and our credit arrangements.

Credit Facilities

Capital Leases

As of December 31, 2009, there was a net present value of $6.8 million in aggregate principal amount outstanding under a series of capital leases with one finance company. They accrue interest at a weighted average rate of 3.5% per annum, and they are payable on a monthly basis through December 2012.

Term and Revolving Loans

On September 30, 2008, we entered into a credit agreement with Bank of America, N.A. This credit agreement consists of a revolving credit facility in the amount of $15.0 million and a term loan facility in the amount of $6.0 million. The revolving credit facility may be extended by up to an additional $15.0 million on the satisfaction of certain conditions and includes a $10.0 million sublimit for the issuance of standby letters of credit. The revolving credit facility matures on September 30, 2011, and the term facility matures on September 30, 2013, although either facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. On September 30, 2008, we borrowed a total of $6.0 million under the term loan facility for general working capital purposes and as of December 31, 2009, the outstanding balance on the term loan facility was $5.6 million. As of December 31, 2009 and 2008, there were no amounts outstanding under the revolving credit facility.

The revolving credit loans and term loans bear interest, at our option, at either (i) the British Bankers Association London Interbank Offered Rate (known as LIBOR), or (ii) the higher of (a) the Federal Funds Rate plus 0.50% or (b) Bank of America’s prime rate. For term loans, these rates are adjusted up 100 basis

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points for LIBOR loans and down 100 basis points for all other loans. For revolving credit loans, a margin is added to the chosen interest rate that is based on our consolidated leverage ratio, as defined in the credit agreement, which margin can range from 100 to 275 basis points for LIBOR loans and from 0 to 50 basis points for all other loans. A default rate applies on all obligations in the event of a default under the credit agreement at an annual rate equal to 2% above the applicable interest rate. We were also required to pay other customary commitment fees and upfront fees for this credit facility. The interest rate as of December 31, 2009, for the term loan and for the revolving credit facility was 4.55%.

Our obligations under the credit agreement and all related documents are collateralized by a security interest in our personal and fixture property, instruments, documents, chattel paper, deposit accounts, claims, investment property, contract rights, general intangibles, and certain intellectual property rights. As additional security, we have granted to Bank of America, N.A. a mortgage, assignment of rents, and security interest in fixtures relating to our property in Belfast, Maine, and pledged all stock of any domestic subsidiary that may be formed or acquired and 65% of our foreign subsidiaries’ stock. If we acquire or form any United States subsidiary, that subsidiary shall be required to provide a joint and several guaranty of all of our obligations under the credit agreement as primary obligor.

The credit agreement contains customary default provisions, including, without limitation, defaults relating to non-payment, breach of covenants, inaccuracy of representations and warranties, default under other indebtedness (including a cross-default with our interest rate swap with Bank of America, N.A.), bankruptcy and insolvency, inability to pay debts, attachment of assets, adverse judgments, ERISA violations, invalidity of loan and collateral documents, and change of control. Upon an event of default, the lenders may terminate the commitment to make loans and the obligation to extend letters of credit, declare the unpaid principal amount of all outstanding loans and interest accrued under the credit agreement to be immediately due and payable, require us to provide cash and deposit account collateral for our letter of credit obligations, and exercise their security interests and other rights under the credit agreement. The credit agreement also contains certain financial and nonfinancial covenants, including limitations on our consolidated leverage ratio and capital expenditures. As of December 31, 2009 and 2008, we were in compliance with our covenants under the credit agreement.

Contractual Obligations

We have contractual obligations under our bank debt, equipment line of credit, and revolving and term loans. We also maintain operating leases for property and certain office equipment. The following table summarizes our long-term contractual obligations and commitments as of December 31, 2009:

	Payments Due by Period
			Less than 1		2 - 3		4 -5		After 5
	Total		Year		Years		Years		Years		Other
Long-term debt obligations	$	5,625	$	300	$	600	$	4,725	$	—	$	—
Capital lease obligations		6,763		3,137		3,626		—		—		—
Operating lease obligations		30,778		5,357		10,651		10,629		4,141		—
Other		—		—		—		—		—		986
Total	$	43,166	$	8,794	$	14,877	$	15,354	$	4,141	$	986

These amounts exclude interest payments of $0.3 million that are due in the next three years on the capital lease obligations and $1.0 million that are due in the next four years on our long-term debt obligations.

The commitments under our operating leases shown above consist primarily of lease payments for our Watertown, Massachusetts, corporate headquarters; our Rome, Georgia, offices; our Alpharetta, Georgia, subsidiary location; and our Chennai, India, subsidiary location.

On February 15, 2008, we purchased a complex of buildings, including approximately 133,000 square feet of office space, on approximately 53 acres of land located in Belfast, Maine, for a total purchase price of

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$6.2 million from a wholly owned subsidiary of Bank of America Corporation. We use this facility as a second operational service site and intend to lease a small portion of the space to commercial tenants.

Other amount consists of uncertain tax benefits. We have not utilized these uncertain tax benefits, nor do we have an expectation of when these uncertain tax benefits would be challenged. As of December 31, 2009, we cannot reasonably estimate when any future cash outlays would occur related to these uncertain tax positions.

Off-Balance Sheet Arrangements

As of December 31, 2009, 2008, and 2007, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured finance” or “special purpose” entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Other than our operating leases for office space and computer equipment, we do not engage in off-balance sheet financing arrangements.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance on business combinations. This guidance establishes principles and requirements for how an acquirer recognizes and measures in its financial statements significant aspects of a business combination. Under this guidance, acquisition costs are generally expensed as incurred; noncontrolling interests are reflected at fair value at the acquisition date; in-process research and development (“IPR&D”) is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are generally expensed rather than capitalized; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period will affect income tax expense. We adopted this guidance on January 1, 2009 and during the year ended December 31, 2009, expensed approximately $0.8 million of acquisition costs that, prior to the change in accounting, would have been included as part of the purchase price. In addition, under the provisions of guidance, future reversal of our current acquisition-related tax reserves of approximately $0.7 million (excluding interest and penalties) will be recorded in earnings, rather than as an adjustment to goodwill or acquisition related other intangible assets and will affect the Company’s annual effective income tax rate. The potential contingent consideration of $7.7 million was recorded in the initial purchase price allocation at its estimated fair value of $5.1 million. The contingent consideration will be accreted to the amount payable when, and if, earned. The difference between the estimated and earn-out amount will be charged or credited to expense. The contingent consideration for acquisitions which occurred prior to this change will be recorded as additional goodwill when it is earned.

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for periods beginning January 1, 2011, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We are currently evaluating the impact of adoption of this authoritative guidance might have on our financial statements, if any.

From time to time, new accounting pronouncements are issued by FASB and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued

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accounting pronouncements will not have a material impact on consolidated financial position, results of operations, and cash flows, or do not apply to our operations.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk.  Our results of operations and cash flows are subject to fluctuations due to changes in the Indian rupee. None of our consolidated revenues are generated outside the United States. None of our vendor relationships, including our contracts with our offshore service providers, International Business Machines Corporation and Vision Process Business Solutions Inc., for work performed in India or the Philippines, is denominated in any currency other than the U.S. dollar. Although the contracts are denominated in U.S. dollars, the fees in one of our vendor contracts are subject to adjustment based upon fluctuation in exchange rates between the India Rupees and the U.S. dollar. In 2009 and 2008, 0.9% and 1.0%, respectively, of our expenses occurred in our direct subsidiary in Chennai, India, and were incurred in Indian rupees. We therefore believe that the risk of a significant impact on our operating income from foreign currency fluctuations is not substantial.

Interest Rate Sensitivity.  We had unrestricted cash and cash equivalents totaling $30.5 million at December 31, 2009. These amounts are held for working capital purposes and were invested primarily in deposits, money market funds, and short-term, interest-bearing, investment-grade securities. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. The value of these securities, however, will be subject to interest rate risk and could fall in value if interest rates rise.

Interest Rate Risk

As of December 31, 2009, we had long-term debt and capital lease obligations totaling $12.4 million, which have both variable and fixed interest rate components. We have entered into interest rate swaps as a hedge relating to variability in interest rate movements on our term loan. For floating rate debt, interest rate changes generally do not affect the fair market value, but do impact future earnings and cash flows, assuming other factors are held constant.

The table below summarizes the principal terms of our interest rate swap transaction, including the notional amount of the swap, the interest rate payment we receive from and pay to our swap counterparty, the term of the transaction, and its fair market value at December 31, 2009.

							Fair Market
					Fiscal Year		Value at
		Notional			Entered	Maturity	December 31,
Description	Borrowing	Amount	Receive	Pay	Into	(Fiscal Year)	2009
Interest rate swap
— variable to fixed	Revolving Credit Facility	$5,625	LIBOR plus 1.0%	4.55% Fixed	2008	2028	$(291)

Item 8.   Financial Statements and Supplementary Data.

The financial statements required by this Item are located beginning on page F-1 of this report.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2009. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934,

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means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to that company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our financial disclosure controls and procedures were not effective as of December 31, 2009, due to the material weakness in our internal control over financial reporting as described below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our Chief Executive and Chief Financial Officers and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•  pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;

•  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

•  provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

•  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive and Chief Financial Officers, assessed the effectiveness of our internal control over financial reporting as of December 31, 2009, and identified a material weakness in internal control over financial reporting as of that date. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statement will not be prevented or detected on a timely basis. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in Internal Control-Integrated Framework. Because of the material weakness described below, management concluded that, as of December 31, 2009, our internal control over financial reporting was not effective.

Based upon management’s evaluation, we concluded that we did not maintain adequate and effective internal control in the area of technical accounting relating to the application of applicable accounting literature related to revenue recognition for implementation fees. Specifically, the control deficiency related to our interpretation of the Revenue Recognition Topic of the FASB Accounting Standards Codification in

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determining the proper period over which to amortize implementation fees. It was discovered during the preparation of our year-end financial statements for fiscal year 2009 that certain prior technical accounting judgments and conclusions related to revenue recognition were not supportable, leading management to conclude that the execution of certain internal control activities had not been adequate. Specifically, we believe that, in the context of the rapid growth of our business, we did not have sufficient staffing and technical expertise in the area of revenue recognition accounting to provide adequate review and control with respect to accounting for implementation revenue accounting. The material weakness contributed to material post-closing adjustments and restatement of prior period financial statements, which have been reflected in the financial statements for the three years ended December 31, 2009.

Deloitte and Touche LLP, our independent registered public accounting firm, has audited our consolidated financial statements and the effectiveness of our internal control over financial reporting as of December 31, 2009. This report appears below.

Changes in Internal Control over Financial Reporting

Other than as described below, there was no change in our internal control over financial reporting during the fourth quarter of 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation of Material Weakness — Technical Accounting Related to Revenue Recognition for Implementation Fees

On February 25, 2010, we announced that we were conducting an internal accounting policy review related to the timing of amortization for deferred implementation revenue to determine whether these policies were appropriate and in accordance with the generally accepted accounting principles. As a result, under the direction of the Audit Committee, we commenced a process to review our deferred implementation revenue policies. On March 15, 2010, we announced that certain previously issued financial statements would be restated to correct items relating to the timing of revenue recognition for implementation fees. See the “Explanatory Note Regarding Restatement” immediately preceding Part I, Item 1, and Note 2 of the Notes to Consolidated Financial Statements in Part II, Item 8.

In connection with such review, we identified a control deficiency relating to the application of applicable accounting literature related to revenue recognition for implementation fees. Specifically, the control deficiency related to our interpretation of the Revenue Recognition topic of the FASB Accounting Standards Codification in determining the proper period over which to amortize implementation fees.

Management, with the input, oversight, and support of the Audit Committee has identified and taken the following steps, which management believes have corrected the material weakness described above subsequent to December 31, 2009:

•  in January 2010, we hired a new Chief Financial Officer, who has extensive experience leading the accounting and finance functions at publicly traded companies and adds accounting expertise to our staff;

•  in February 2010, we engaged external advisors knowledgeable in revenue recognition to assist us in the interpretation of key technical revenue recognition standards and associated interpretations and the determination of how they apply to our software-enabled service business model; and

•  we revised our internal training program to ensure that our finance personnel have the competence and the on-going accounting and financial reporting training necessary for their assigned duties, including specific technical training courses related to revenue recognition topics. To that end, we increased our training budget significantly over the amount spent in 2009 for technical training and development.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of athenahealth, Inc.

Watertown, Massachusetts

We have audited the internal control over financial reporting of athenahealth, Inc. and subsidiaries (the “Company”) as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment:

The Company did not maintain effective internal control over their application of applicable accounting literature related to revenue recognition for implementation fees. The control deficiency related to the Company’s interpretation of the Revenue Recognition Topic of the FASB Accounting Standards Codification in determining the proper period over which to amortize implementation fees. The material weakness contributed to material post-closing adjustments and restatement of prior period financial statements.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2009, of the Company and this report does not affect our report on such financial statements.

In our opinion, because of the effect of the material weakness identified above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2009 of the Company and our report dated March 15, 2010, expressed an unqualified opinion on those financial statements and included explanatory paragraphs relating to the change in the company’s method of accounting for business combinations on January 1, 2009 and the restatement of the Company’s 2008 and 2007 consolidated financial statements.

/s/  Deloitte & Touche LLP

Boston, Massachusetts

March 15, 2010

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Item 9B.   Other Information.

Entry into Rule 10b5-1 Trading Plans

Our policy governing transactions in our securities by our directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. We have been advised that a number of our employees, including members of our senior management team, have entered into trading plans in accordance with Rule 10b5-1 and our policy governing transactions in our securities. We undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan.

PART III

Certain information required by Part III of Form 10-K is omitted from this report because we expect to file a definitive proxy statement for our 2010 Annual Meeting of Stockholders (“2010 Proxy Statement”) within 120 days after the end of our fiscal year pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, and the information included in our 2010 Proxy Statement is incorporated herein by reference to the extent provided below.

Item 10.   Directors, Executive Officers and Corporate Governance.

The information required by this Item is incorporated by reference to the information to be contained in our 2010 Proxy Statement.

We have adopted a code of ethics that applies to all of our directors, officers, and employees. This code is publicly available on our website at www.athenahealth.com. Amendments to the code of ethics or any grant of a waiver from a provision of the code requiring disclosure under applicable SEC and NASDAQ Global Select Market rules will be disclosed on our website or, if so required, disclosed in a Current Report on Form 8-K.

Item 11.   Executive Compensation.

The information required by this Item is incorporated by reference to the information to be contained in our 2010 Proxy Statement.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item is incorporated by reference to the information to be contained in our 2010 Proxy Statement.

Item 13.   Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item is incorporated by reference to the information to be contained in our 2010 Proxy Statement.

Item 14.   Principal Accounting Fees and Services.

The information required by this Item is incorporated by reference to the information to be contained in our 2010 Proxy Statement.

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PART IV

Item 15.   Exhibits, Financial Statement Schedules.

a) Documents filed as part of this Report.

(1) The following consolidated financial statements are filed herewith in Item 8 of Part II above.

(i) Report of Independent Registered Public Accounting Firm

(ii) Consolidated Balance Sheets

(iii) Consolidated Statements of Operations

(iv) Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(v) Consolidated Statements of Cash Flows

(vi) Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

All other supplemental schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

(3) Exhibits

Exhibit
No.	Exhibit Index
2.1(x)	Agreement and Plan of Merger by and among athenahealth, Inc., Aries Acquisition Corporation, Anodyne Health Partners, Inc., and the Securityholders’ Representatives named therein, dated October 5, 2009
3.1(i)	Amended and Restated Certificate of Incorporation of the Registrant
3.2(i)	Amended and Restated Bylaws of the Registrant
4.1(i)	Specimen Certificate evidencing shares of common stock
10.1(i)	Form of Indemnification Agreement, to be entered into between the Registrant and each of its directors and officers
†10.2(i)	1997 Stock Plan of the Registrant and form of agreements thereunder
†10.3(i)	2000 Stock Option and Incentive Plan of the Registrant, as amended, and form of agreements thereunder
†10.4(i)(xi)	2007 Stock Option and Incentive Plan of the Registrant, and form of agreements thereunder
†10.5(viii)	2007 Employee Stock Purchase Plan, as amended
†10.6(viii)	Employment Agreement by and between the Registrant and Nancy G. Brown, dated August 2, 2004, as amended
†10.7(i)	Employment Agreement by and between the Registrant and Jonathan Bush, dated November 1, 1999, as amended
†10.8(iv)	Employment Agreement by and between the Registrant and Robert L. Cosinuke, dated December 3, 2007
†10.9(xi)	Employment Agreement by and between the Registrant and Dawn Griffiths, dated May 30, 2008
†10.10(viii)	Employment Agreement by and between the Registrant and Robert M. Hueber, dated September 16, 2002, as amended
†10.11(viii)	Employment Agreement by and between the Registrant and David Robinson, dated February 24, 2009
†10.12(iii)	Management Incentive Compensation Plan of the Registrant, adopted April 11, 2008
†10.13(vii)	Director Compensation Plan of the Registrant, dated December 17, 2008
10.14(i)	Warrant to Purchase 32,468 Shares of the Registrant’s Series D Convertible Preferred Stock, issued to GATX Ventures, Inc. on May 31, 2001

73

Exhibit
No.	Exhibit Index
#10.15(i)	Lease between President and Fellows of Harvard College and the Registrant, dated November 8, 2004, for space at the premises located at 300 North Beacon Street, Watertown, MA 02472 and 311 Arsenal Street, Watertown, MA 02472
10.16(ix)	Deed of Lease by and between RMZ Infotech Private Limited and Athena Net India Private Limited, dated April 28, 2009, for space at the premises located at Unit No. 701, Campus 3B, RMZ Millenia Tech Park, 143, Dr.MGR Road, Perungudi, Chennai 600 113
#10.17(i)	Agreement of Lease by and between Sentinel Properties -- Bedford, LLC and the Registrant, dated May 8, 2007
10.18(vi)(xi)	Credit Agreement by and between the Registrant and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, dated September 30, 2008, and exhibits and schedules thereunder
10.19(vi)	Security Agreement by and between the Registrant and Bank of America, N.A., as Administrative Agent, dated September 30, 2008
10.20(vi)	Term Note by and between the Registrant and Bank of America, N.A., dated September 30, 2008
10.21(xi)	First Amendment to Credit Agreement by and between the Registrant and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, dated December 12, 2008
10.22(x)	Second Amendment to Credit Agreement and Limited Waiver by and between the Registrant and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, dated October 5, 2009
#10.23(i)	Amended and Restated Marketing and Sales Agreement by and between the Registrant and WorldMed Shared Services, Inc. (d/b/a PSS World Medical Shared Services, Inc.) dated May 24, 2007
10.24**	Master Equipment Lease Agreement by and between CIT Technologies Corporation and the Registrant, dated June 1, 2007
10.25(ii)	Purchase Agreement dated November 28, 2007, between the Registrant and Bracebridge Corporation
#10.26(v)	Master Agreement by and between the Registrant and Vision Business Process Solutions Inc., dated June 30, 2008
#10.27**	Professional Services Agreement by and between the Registrant and International Business Machines Corporation dated as of October 2, 2009
#10.28**	Master Agreement for U.S. Availability Services between SunGard Availability Services LP and the Registrant, dated December 1, 2009, as amended
21.1**	Subsidiaries of the Registrant
23.1**	Consent of Independent Registered Public Accounting Firm
31.1**	Rule 13a-14(a) or 15d-14 Certification of Chief Executive Officer
31.2**	Rule 13a-14(a) or 15d-14 Certification of Chief Financial Officer
32.1**	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350

†	Indicates a management contract or any compensatory plan, contract, or arrangement.
#	Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.
(i)	Incorporated by reference to the Registrant’s registration statement on Form S-1 (File No. 333-143998)
(ii)	Incorporated by reference to the Registrant’s current report on Form 8-K, filed November 29, 2007.
(iii)	Incorporated by reference to the Registrant’s current report on Form 8-K, filed April 17, 2008.

74

(iv)	Incorporated by reference to the Registrant’s quarterly report on Form 10-Q, filed May 6, 2008.
(v)	Incorporated by reference to the Registrant’s quarterly report on Form 10-Q, filed August 5, 2008.
(vi)	Incorporated by reference to the Registrant’s quarterly report on Form 10-Q, filed November 7, 2008.
(vii)	Incorporated by reference to the Registrant’s current report on Form 8-K, filed December 23, 2008.
(viii)	Incorporated by reference to the Registrant’s annual report on Form 10-K, filed March 2, 2009.
(ix)	Incorporated by reference to the Registrant’s quarterly report on Form 10-Q, filed August 6, 2009.
(x)	Incorporated by reference to the Registrant’s current report on Form 8-K, filed October 5, 2009.
(xi)	Incorporated by reference to the Registrant’s quarterly report on Form 10-Q, filed October 30, 2009.
**	Filed herewith

75

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATHENAHEALTH, INC.

By:  /s/  Jonathan Bush

Jonathan Bush

Chief Executive Officer, President, and Chairman

By:  /s/  Timothy M. Adams

Timothy M. Adams

Chief Financial Officer and Senior Vice President

By:  /s/  Dawn Griffiths

Dawn Griffiths

Principal Accounting Officer,
Treasurer, and Vice President

Date: March 15, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Jonathan Bush (Jonathan Bush)	Chief Executive Officer, President, and Chairman (Principal Executive Officer)	March 15, 2010
/s/  Timothy M. Adams (Timothy M. Adams)	Chief Financial Officer and Senior Vice President (Principal Financial Officer)	March 15, 2010
/s/  Dawn Griffiths (Dawn Griffiths)	Treasurer and Vice President (Principal Accounting Officer)	March 15, 2010
/s/  Ruben J. King-Shaw, Jr. (Ruben J. King-Shaw, Jr.)	Lead Director	March 15, 2010
/s/  Richard N. Foster (Richard N. Foster)	Director	March 15, 2010
/s/  Brandon H. Hull (Brandon H. Hull)	Director	March 15, 2010
/s/  John A. Kane (John A. Kane)	Director	March 15, 2010

76

Signature	Title	Date
/s/  Ann H. Lamont (Ann H. Lamont)	Director	March 15, 2010
/s/  James L. Mann (James L. Mann)	Director	March 15, 2010
/s/  William Winkenwerder, Jr., M.D. (William Winkenwerder, Jr., M.D.)	Director	March 15, 2010

77

Financial Statements and Supplementary Data

athenahealth, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

athenahealth, Inc.

Watertown, Massachusetts

We have audited the accompanying consolidated balance sheets of athenahealth, Inc. and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of athenahealth, Inc. and its subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the consolidated financial statements, the company changed its method of accounting for business combinations on January 1, 2009.

As discussed in Note 2 to the consolidated financial statements, the accompanying 2008 and 2007 consolidated financial statement have been restated.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2010, expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness.

/s/  Deloitte & Touche LLP

Boston, Massachusetts

March 15, 2010

F-2

athenahealth, Inc.

CONSOLIDATED BALANCE SHEETS

	December 31			December 31
	2009			2008
				(As restated)(1)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	30,526		$	28,933
Short-term investments		52,323			58,061
Accounts receivable — net		33,323			23,236
Deferred tax assets		5,544			9,962
Prepaid expenses and other current assets		4,663			3,624
Total current assets		126,379			123,816
Property and equipment — net		24,871			20,871
Restricted cash		9,216			1,848
Software development costs — net		2,324			1,879
Purchased intangibles — net		14,490			1,925
Goodwill		22,120			4,887
Deferred tax assets		10,284			13,683
Other assets		1,393			662
Total assets	$	211,077		$	169,571
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	3,437		$	2,038
Accounts payable		1,880			803
Accrued compensation		15,774			10,154
Accrued expenses		10,781			7,442
Current portion of deferred revenue		4,038			2,848
Interest rate derivative liability		291			881
Current portion of deferred rent		1,288			1,144
Total current liabilities		37,489			25,310
Deferred rent, net of current portion		7,444			8,662
Deferred revenue, net of current portion		28,684			22,186
Other long-term liabilities		1,191			—
Debt and capital lease obligations, net of current portion		8,951			8,378
Total liabilities		83,759			64,536
Commitments and contingencies (see notes to financial statements)
Preferred stock; $0.01 par value: 5,000 shares authorized and no shares issued and outstanding at December 31, 2009 and 2008, respectively		—			—
Common stock; $0.01 par value per share; 125,000 shares authorized;
35,166 shares issued and 33,888 shares outstanding at December 31, 2009
34,645 shares issued and 33,367 shares outstanding at December 31, 2008		352			346
Additional paid-in capital		169,715			156,303
Treasury stock, at cost, 1,278 shares		(1,200	)		(1,200	)
Accumulated other comprehensive (loss) income		(73	)		338
Accumulated deficit		(41,476	)		(50,752	)
Total stockholders’ equity		127,318			105,035
Total liabilities and stockholders’ equity	$	211,077		$	169,571

(1) See Note 2 “Restatement and Reclassifications of Previously Issued Consolidated Financial Statements” of Notes to Consolidated Financial Statements.

See notes to consolidated financial statements.

F-3

athenahealth, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2009			2008			2007
				(As restated)(1)			(As restated)(1)
	(In thousands, except per share amounts)
Revenue:
Business services	$	183,230		$	131,879		$	94,182
Implementation and other		5,297			4,403			3,436
Total revenue		188,527			136,282			97,618
Expenses:
Direct operating costs		79,017			59,947			46,978
Selling and marketing		34,072			22,827			17,212
Research and development		14,348			10,600			7,476
General and administrative		36,111			29,330			19,922
Depreciation and amortization		7,767			5,993			5,541
Total expenses		171,315			128,697			97,129
Operating income		17,212			7,585			489
Other income (expense):
Interest income		1,016			1,942			1,415
Interest expense		(968	)		(428	)		(3,682	)
Gain (loss) on interest rate derivative contract		590			(881	)		—
Other income (expense)		255			182			(5,689	)
Total other income (expense)		893			815			(7,956	)
Income (loss) before income tax (provision) benefit		18,105			8,400			(7,467	)
Income tax (provision) benefit		(8,829	)		23,202			(34	)
Net income (loss)		9,276			31,602			(7,501	)
Net income (loss) per share — basic	$	0.28		$	0.97		$	(0.60	)
Net income (loss) per share — diluted	$	0.27		$	0.91		$	(0.60	)
Weighted average shares used in computing net income (loss) per share:
Basic		33,584			32,746			12,568
Diluted		34,917			34,777			12,568

(1) See Note 2 “Restatement and Reclassifications of Previously Issued Consolidated Financial Statements” of Notes to Consolidated Financial Statements

See notes to consolidated financial statements.

F-4

athenahealth, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

													Accumulated
					Additional								Other						Total			Total
	Common Stock				Paid-In		Treasury Stock						Comprehensive			Accumulated			Stockholders			Comprehensive
	Shares		Amount		Capital		Shares			Amount			Income (Loss)			Deficit			Equity (Deficit)			Income (Loss)
BALANCE — January 1, 2007
As previously reported		5,281	$	53	$	2,090		(1,278	)	$	(1,200	)	$	(34	)	$	(65,180	)	$	(64,271	)
Prior period adjustments(1)																$	(9,673	)	$	(9,673	)
BALANCE — January 1, 2007
As restated(1)		5,281		53		2,090		(1,278	)		(1,200	)		(34	)		(74,853	)		(73,944	)
Stock compensation expense						1,311														1,311
Stock options and warrants exercised		1,000		10		2,442														2,452
Shareholder contribution of capital						592														592
Shares issued in initial public offering, net of expenses		5,000		50		81,237														81,287
Conversion of convertible preferred stock to common stock		22,332		223		49,871														50,094
Reclassification of warrant liability to additional paid-in capital						7,451														7,451
Net loss(1)																	(7,501	)		(7,501	)	$	(7,501	)
Unrealized holding gain on available-for-sale-investments, net of tax														34						34			34
Foreign currency translation adjustment														72						72			72
Total Comprehensive Loss(1)																				—			(7,395	)
BALANCE — December 31, 2007(1)		33,613		336		144,994		(1,278	)		(1,200	)		72			(82,354	)		61,848
Stock compensation expense						5,558														5,558
Stock options and warrants exercised		1,021		10		4,908														4,918
Common stock issued under employee stock purchase plan		11		—		317														317
Tax benefit realized from stock-based awards						526														526
Net income(1)																	31,602			31,602			31,602
Unrealized holding gain on available-for-sale-investments, net of $188 tax														288						288			288
Foreign currency translation adjustment														(22	)					(22	)		(22	)
Total Comprehensive Income(1)																				—			31,868
BALANCE — December 31, 2008(1)		34,645		346		156,303		(1,278	)		(1,200	)		338			(50,752	)		105,035
Stock compensation expense						8,314														8,314
Stock options exercised		488		5		1,890														1,895
Common stock issued under employee stock purchase plan		33		1		780														781
Tax benefit realized from stock-based awards						2,428														2,428
Net income																	9,276			9,276			9,276
Unrealized holding gain on available-for-sale-investments, net of $17 tax														(262	)					(262	)		(262	)
Foreign currency translation adjustment														(149	)					(149	)		(149	)
Total Comprehensive Income																				—		$	8,865
BALANCE — December 31, 2009		35,166	$	352	$	169,715		(1,278	)	$	(1,200	)	$	(73	)	$	(41,476	)	$	127,318

(1) See Note 2 “Restatement and Reclassifications of Previously Issued Consolidated Financial Statements” of Notes to Consolidated Financial Statements

See notes to consolidated financial statements.

F-5

athenahealth, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2009			2008			2007
				(As restated)(1)			(As restated)(1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	9,276		$	31,602		$	(7,501	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		8,403			6,095			5,541
Accretion of debt discount		—			—			413
Amortization of discounts on investments		(113	)		(899	)		(74	)
Financial advisor fee paid by investor		—			—			592
Provision for uncollectible accounts		999			405			524
Non-cash warrant expense		—			—			4,995
(Gain) loss on interest rate derivative contract		(590	)		881			—
Deferred income taxes		5,918			(23,833	)		—
Excess tax benefit from stock-based awards		(2,505	)		(526	)		—
Stock-based compensation expense		8,314			5,558			1,311
(Gain) loss on disposal of property and equipment		276			(47	)		102
Changes in operating assets and liabilities:
Accounts receivable		(10,489	)		(9,254	)		(4,670	)
Prepaid expenses and other current assets		(887	)		(912	)		(1,033	)
Accounts payable		1,379			(1,195	)		52
Other assets		(173	)		86			162
Accrued expenses		6,201			7,424			2,587
Deferred revenue		7,438			7,120			4,626
Deferred rent		(1,118	)		(1,446	)		(804	)
Net cash provided by operating activities		32,329			21,059			6,823
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized software development costs		(2,555	)		(1,393	)		(1,090	)
Purchases of property and equipment		(10,277	)		(13,452	)		(2,693	)
Proceeds from sales and disposals of property and equipment		4,538			4,112			1,456
Purchase in long-term investment		(550	)		(550	)		—
Proceeds from sales and maturities of short-term investments		84,014			73,250			7,603
Purchases of short term investments		(78,588	)		(129,935	)		(1,949	)
Payments for acquisitions net of cash acquired		(22,391	)		(6,680	)		—
(Increase) decrease in restricted cash		(7,368	)		(136	)		1,457
Net cash (used in) provided by investing activities		(33,177	)		(74,784	)		4,784
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and warrants		2,676			5,235			2,452
Proceeds of initial public offering, net of issuance costs		—			—			81,287
Debt issuance costs		—			(177	)		—
Excess tax benefit from stock-based awards		2,505			526			—
Proceeds from long-term debt		—			6,000			4,249
Proceeds from line of credit		—			—			5,914
Payments on long term debt and capital lease obligations		(2,514	)		(777	)		(24,776	)
Payments on line of credit		—			—			(13,118	)
Net cash provided by financing activities		2,667			10,807			56,008
Effects of exchange rate changes on cash and cash equivalents		(226	)		(40	)		85
Net increase (decrease) in cash and cash equivalents		1,593			(42,958	)		67,700
Cash and cash equivalents at beginning of year		28,933			71,891			4,191
Cash and cash equivalents at end of year	$	30,526		$	28,933		$	71,891
Supplemental disclosures of non-cash investing activities — Property and equipment recorded in accounts payable and accrued expenses	$	510		$	998		$	48
Supplemental disclosure — Cash paid for interest	$	836		$	324		$	3,666
Supplemental disclosure — Non-cash investing activities — Contingent Consideration	$	5,100		$	—		$	—
Supplemental disclosure — Cash paid for taxes	$	514		$	403		$	—
Property and equipment acquired under capital leases	$	4,538		$	3,795		$	1,456

(1) See Note 2 “Restatement and Reclassifications of Previously Issued Consolidated Financial Statements” of Notes to Consolidated Financial Statements

See notes to consolidated financial statements.

F-6

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per-share amounts)

1.   BUSINESS AND ORGANIZATION

General — athenahealth, Inc. (the “Company,” “we,” “us,” or “our”) is a business services company that provides ongoing billing, clinical-related, and other related services to its customers. The Company provides these services with the use of athenaNet, a proprietary Internet-based practice management application. The Company’s customers consist of medical group practices ranging in size throughout the United States of America.

In August 2005, the Company established a subsidiary in Chennai, India, athenahealth Technology Private Limited, to conduct research and development activities. On April 10, 2009, the Company established a Massachusetts corporation, athenahealth MA, Inc., to hold a share of common stock of athenahealth Technology Private Limited.

On October 16, 2009, the Company acquired Anodyne Health Partners, Inc. (“Anodyne”). The Company paid cash for Anodyne. For financial reporting purposes, the acquisition was accounted for using the acquisition method of accounting in accordance with the guidance on business combinations.

Initial Public Offering — On September 25, 2007, the Company raised $90,000 in gross proceeds from the sale of 5,000 shares of its common stock in an initial public offering (“IPO”) at $18.00 per share. The net offering proceeds after deducting approximately $8,713 in offering-related expenses and underwriters’ discount were approximately $81,287. All outstanding shares of the Company’s convertible preferred stock were converted into 21,531 shares of common stock upon completion of the IPO.

Risks and Uncertainties — The Company is subject to risks common to companies in similar industries and stages of development, including, but not limited to, competition from larger companies, a volatile market for its services, new technological innovations, dependence on key personnel, third-party service providers and vendors, protection of proprietary technology, fluctuations in operating results, dependence on market acceptance of its products, and compliance with government regulations.

2.   RESTATEMENT AND RECLASSIFICATION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

On March 9, 2010, we concluded that we needed to restate our previously issued consolidated financial statements for the years ended December 31, 2008 and 2007. We have also concluded to restate our previously issued condensed consolidated financial statements for the first, second, and third quarters of 2009 and each of the quarters in 2008. (See Note 20, Summarized Quarterly Unaudited Financial Data, for information related to each of the restated quarters.) The restatements resulted primarily from a correction in the timing of revenue recognition of deferred implementation fees.

As part of the process to finalize our financial results for the year ended December 31, 2009, we undertook a comprehensive review of our significant accounting policies. As a result of our review, we concluded that, in prior and future periods, we will amortize deferred implementation revenue over a longer expected performance period of twelve years in order to reflect the estimated expected customer life. Previously, the expected performance period was estimated based upon the initial customer contract term, which, for the vast majority of contracts, was one year in duration. As a result of these adjustments, we also revised our previously calculated income tax expense for each quarter in 2009 and 2008. The pretax effect of the restatement adjustments on years and quarters prior to December 31, 2008, had the effect of increasing pretax losses and deferred tax assets. Because sufficient positive evidence that such deferred tax assets would be realized did not exist until December 31, 2008, no tax benefits for the additional deferred tax assets resulting from the restatement adjustments were recognized in periods prior to December 31, 2008. At December 31, 2008, the entire valuation allowance relating to deferred tax assets was reversed and, therefore, the effect of the 2008 restatement adjustment includes a $7,149 tax benefit relating to the recognition of deferred tax assets arising from the restatement that were generated in prior years. The restatement adjustments result in a cumulative net reduction to previously reported shareholders’ equity of approximately $10,940 and $13,671 as of December 31, 2008 and 2007, respectively, and an increase in previously reported net income

F-7

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

by $2,731 for the year ended December 31, 2008 and a reduction in previously reported net income by $3,998 for the year ended December 31, 2007. We have also restated the January 1, 2007 opening retained earnings balance to recognize the impact of the restatement adjustments that relate to prior periods. Except as otherwise specified, all information presented in the consolidated financial statements and the related notes include all such restatement adjustments.

In addition, in connection with the restatement, we have corrected previously issued financial statements for the following reclassification items none of which had any effect on net income or shareholders’ equity for any period: a) Reimbursements of out of pocket (“pass through”) expenses which were previously netted against operating expense have been grossed up and included in Implementation and other revenue in the consolidated statements of operations, b) Certain deferred tax liabilities have been reclassified from non-current to current in the consolidated statements of financial position, c) Draw downs of the capital leased lines which were previously presented as sources of cash within the “financing activities” section of the consolidated statements of cash flows have been reclassified as “investing activities” and d) the excess tax benefit from stock-based awards which were previously presented as sources of cash within the “operating activities” section of the consolidated statements of cash flows in the accrued expense line have been reclassified as “operating activities” in the excess tax benefit from stock-based awards line item.

The following tables summarize the effects of the restatement and presentation reclassifications on our previously issued consolidated financial statements:

Summary of increases (decreases) in Net Income (Loss) for the years ended December 31, 2008 and 2007

	December 31,
	2008			2007
	(In thousands, except per share amounts)
Net income (loss), as previously reported	$	28,871		$	(3,503	)
Net adjustments
Implementation revenue		(4,418	)		(3,998	)
Income tax provision		7,149			—
Net income (loss), restated	$	31,602		$	(7,501	)
Basic earning (loss) per common share:
Net income (loss), as previously reported	$	0.88		$	(0.28	)
Net adjustments
Implementation revenue		(0.13	)		(0.32	)
Income tax provision		0.22			—
Net income (loss), restated	$	0.97		$	(0.60	)
Diluted earning (loss) per common share:
Net income (loss), as previously reported	$	0.83		$	(0.28	)
Net adjustments
Implementation revenue		(0.13	)		(0.32	)
Income tax provision		0.21			—
Net income (loss), restated		0.91		$	(0.60	)
Weighted average shares used in computing net income (loss) per share:
Basic		32,746			12,568
Diluted		34,777			12,568

F-8

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the effects of the restatement adjustments on our Accumulated deficit as of January 1, 2007.

	Amount
Accumulated deficit, January 1, 2007, as previously reported	$	(65,180	)
Restatement adjustments:
Implementation revenue		(9,673	)
Accumulated deficit, January 1, 2007, as restated	$	(74,853	)

Consolidated Balance Sheet impact as of December 31, 2008

	As of December 31, 2008
	As Previously					As
	Reported		Adjustments			Restated
Assets
Current assets:
Cash and cash equivalents	$	28,933	$	—		$	28,933
Short-term investments		58,061		—			58,061
Accounts receivable — net		23,236		—			23,236
Deferred tax assets		8,499		1,463			9,962
Prepaid expenses and other current assets		3,624		—			3,624
Total current assets		122,353		1,463			123,816
Property and equipment — net		20,871		—			20,871
Restricted cash		1,848		—			1,848
Software development costs — net		1,879		—			1,879
Purchased intangibles — net		1,925		—			1,925
Goodwill		4,887		—			4,887
Deferred tax assets		7,997		5,686			13,683
Other assets		662		—			662
Total assets	$	162,422	$	7,149		$	169,571
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	2,038	$	—		$	2,038
Accounts payable		803		—			803
Accrued compensation		10,154		—			10,154
Accrued expenses		7,442		—			7,442
Current portion of deferred revenue		6,945		(4,097	)		2,848
Interest rate derivative liability		881		—			881
Current portion of deferred rent		1,144		—			1,144
Total current liabilities		29,407		(4,097	)		25,310
Deferred rent, net of current portion		8,662		—			8,662
Deferred revenue, net of current portion		—		22,186			22,186
Debt and capital lease obligations, net of current portion		8,378		—			8,378
Total liabilities		46,447		18,089			64,536

F-9

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	As of December 31, 2008
	As Previously						As
	Reported			Adjustments			Restated
Preferred stock		—			—			—
Common stock		346			—			346
Additional paid-in capital		156,303			—			156,303
Treasury stock		(1,200	)		—			(1,200	)
Accumulated other comprehensive income		338			—			338
Accumulated deficit		(39,812	)		(10,940	)		(50,752	)
Total stockholders’ equity		115,975			(10,940	)		105,035
Total liabilities and stockholders’ equity	$	162,422		$	7,149		$	169,571

Consolidated Statement of Operations impact for the year ended December 31, 2008

	For the Year Ended December 31, 2008
	As Previously								As
	Reported			Adjustments			Reclassifications		Restated
Revenue:
Business services	$	131,879		$	—		$	—	$	131,879
Implementation and other		7,673			(4,418	)		1,148		4,403
Total revenue		139,552			(4,418	)		1,148		136,282
Expenses:
Direct operating costs		58,799			—			1,148		59,947
Selling and marketing		22,827			—			—		22,827
Research and development		10,600			—			—		10,600
General and administrative		29,330			—			—		29,330
Depreciation and amortization		5,993			—			—		5,993
Total expenses		127,549			—			1,148		128,697
Operating income (loss)		12,003			(4,418	)		—		7,585
Other income (expense):
Interest income		1,942			—			—		1,942
Interest expense		(428	)		—			—		(428	)
Loss on interest rate derivative contract		(881	)		—			—		(881	)
Other income		182			—			—		182
Total other income		815			—			—		815
Income (loss) before income tax benefit		12,818			(4,418	)		—		8,400
Income tax benefit		16,053			7,149			—		23,202
Net income		28,871			2,731			—		31,602
Net income per share — basic	$	0.88		$	0.08		$	—	$	0.97
Net income per share — diluted	$	0.83		$	0.08		$	—	$	0.91
Weighted average shares used in computing net income per share:
Basic		32,746			32,746			32,746		32,746
Diluted		34,777			34,777			34,777		34,777

F-10

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidated Statement of Operations impact for the year ended December 31, 2007

	For the Year Ended December 31, 2007
	As Previously
	Reported			Adjustments			Reclassifications		As Restated
Revenue:
Business services	$	94,182		$	—		$	—	$	94,182
Implementation and other		6,591			(3,998	)		843		3,436
Total revenue		100,773			(3,998	)		843		97,618
Expenses:
Direct operating costs		46,135			—			843		46,978
Selling and marketing		17,212			—			—		17,212
Research and development		7,476			—			—		7,476
General and administrative		19,922			—			—		19,922
Depreciation and amortization		5,541			—			—		5,541
Total expenses		96,286			—			843		97,129
Operating income (loss)		4,487			(3,998	)		—		489
Other income (expense):
Interest income		1,415			—			—		1,415
Interest expense		(3,682	)		—			—		(3,682	)
Other income (expense)		(5,689	)		—			—		(5,689	)
Total other expense		(7,956	)		—			—		(7,956	)
Loss before income tax provision		(3,469	)		(3,998	)		—		(7,467	)
Income tax provision		(34	)		—			—		(34	)
Net loss		(3,503	)		(3,998	)		—		(7,501	)
Net loss per share — basic	$	(0.28	)	$	(0.32	)	$	—	$	(0.60	)
Net loss per share — diluted	$	(0.28	)	$	(0.32	)	$	—	$	(0.60	)
Weighted average shares used in computing net loss per share:
Basic		12,568			12,568			12,568		12,568
Diluted		12,568			12,568			12,568		12,568

F-11

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidated Statement of Stockholders’ Equity Impact

In addition to the effects on the consolidated balance sheets as of December 31, 2008, and consolidated statements of operations for the years ended December 31, 2008 and 2007, discussed above, the restatement affected the consolidated statements of stockholders’ equity as of December 31, 2008 and 2007. Stockholders’ equity as of January 1, 2007, is approximately $73,944 as restated, compared to approximately $64,271 as previously reported. The following table sets forth the effects of the restatement on our consolidated stockholders’ equity as of December 31, 2008 and 2007:

	For the Year Ended
	December 31,
	2008			2007
Stockholders’ equity, as previously reported	$	115,975		$	75,519
Effect of restatement adjustment on net (loss) for the current period		2,731			(3,998	)
Cumulative adjustment to accumulated deficit		(13,671	)		(9,673	)
Total restatement adjustments		(10,940	)		(13,671	)
Stockholders’ equity, as restated	$	105,035		$	61,848

Consolidated Statement of Cash Flows Impact

The following table includes selected information from our consolidated statements of cash flows presenting previously reported and restated cash flows, for the years ended December 31, 2008 and 2007:

	For the Year Ended December 31,
	2008						2007
	As Previously			As			As Previously			As
	Reported			Restated			Reported			Restated
Net income (loss)	$	28,871		$	31,602		$	(3,503	)	$	(7,501	)
Deferred income taxes(1)		(16,684	)		(23,833	)		—			—
Excess tax benefit from stock-based awards(2)		—			(526	)		—			—
Accrued expenses(2)		6,898			7,424			2,587			2,587
Deferred revenue(1)		2,702			7,120			628			4,626
Proceeds from the sales and disposals of property and equipment(3)		317			4,112			—			1,456
Net cash provided by (used in) investing activities		(78,579	)		(74,784	)		3,328			4,784
Proceeds from long-term debt and capital lease obligations(3)		9,795			6,000			5,705			4,249
Net cash provided by financing activities		14,602			10,807			57,464			56,008

(1)	Revenue and related tax effect due to the correction of the accounting for implementation fees.
(2)	To separately present the excess tax benefit from stock-based awards previously presented as a component of the change in accrued expenses.
(3)	To correct the presentation of draw downs of capital lease obligations.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The accompanying consolidated financial statements include the results of operations of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

F-12

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Comprehensive Income (Loss)  — Comprehensive income (loss) includes net income (loss), foreign currency translation adjustments, and unrealized holding gains (losses) on available-for-sale securities.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition; including the estimated expected performance period; (2) allowance for doubtful accounts; (3) asset impairments; (4) depreciable lives of assets; (5) economic lives and fair value of leased assets; (6) income tax reserves and valuation allowances; (7) fair value of stock options; (8) allocation of direct and indirect cost of sales; and (9) litigation reserves. Actual results could significantly differ from those estimates.

Revenue Recognition — The Company recognizes revenue when there is evidence of an arrangement, the service has been provided to the customer, the collection of the fees is reasonably assured, and the amount of fees to be paid by the customer are fixed or determinable.

The Company derives its revenue from business services fees, implementation fees, and other services. Business services fees include amounts charged for ongoing billing, clinical-related, and other related services and are generally billed to the customer as a percentage of total collections. The Company does not recognize revenue for business services fees until these collections are made, as the services fees are not fixed and determinable until such time. Business services fees also include amounts charged to customers for generating and mailing patient statements and are recognized as the related services are performed.

Implementation revenue consists primarily of professional services fees related to assisting customers with the implementation of the Company’s services and are generally billed upfront and recorded as deferred revenue until the implementation is complete and then recognized ratably over the longer of the life of the agreement or the estimated expected customer life, which is currently estimated to be twelve years. The Company evaluates the length of the amortization period of the implementation fees based on our experience with customer contract renewals and consideration of the period over which those customers will receive benefits from our current portfolio of services. Certain expenses related to the implementation of a customer, such as out-of-pocket travel, are typically reimbursed by the customer. This is accounted for as both revenue and expense in the period the cost is incurred. Other services consist primarily of training and interface fees and are recognized as the services are performed.

The Company utilizes the authoritative revenue recognition guidance to determine whether its arrangements containing multiple deliverables contain more than one unit of accounting. Multiple element arrangements require the delivery or performance of multiple products, services and/or rights to use assets. To qualify as a separate unit of accounting, the delivered item must have value to the customer on a standalone basis and there must be objective and reliable evidence of fair value of the undelivered element.

Direct Operating Expenses — Direct operating expenses consist primarily of salaries, benefits, and stock-based compensation related to personnel who provide services to clients; claims processing costs; implementing new clients; and other direct costs related to collection and business services. Costs associated with the implementation of new clients are expensed as incurred. The reported amounts of direct operating expenses do not include allocated amounts for rent, depreciation, amortization, or other overhead costs, except for the amortization of certain intangible assets.

Research and Development Expenses — Research and development expenses consist primarily of personnel-related costs and consulting fees for third-party developers. All such costs are expensed as incurred.

Cash and Cash Equivalents — Cash and cash equivalents consist of deposits, money market funds, commercial paper, and other liquid securities with remaining maturities of three months or less at the date of purchase.

F-13

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Investments — Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. All investments are classified as available-for-sale and are recorded at fair value with unrealized holding gains and losses included in accumulated other comprehensive income (loss). The Company classifies its investments based on the maturity of the instrument. The Company determines realized gains and losses based on the specific identification method.

Accounts Receivable — Accounts receivable represents amounts due from customers for subscription and implementation services. Accounts receivable are stated net of an allowance for uncollectible accounts, which are determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses.

Activity in the allowance for doubtful accounts is as follows:

	Years Ended December 31,
	2009			2008			2007
Beginning balance	$	726		$	437		$	211
Provision		999			405			524
Write-offs and adjustments		(454	)		(116	)		(298	)
Ending balance	$	1,271		$	726		$	437

Financial Instruments — Certain financial instruments are required to be recorded at fair value. The other financial instruments approximate their fair value, primarily because of their short-term nature which include cash equivalents, accounts receivable, accounts payable, and accrued expenses. The carrying amounts of the Company’s debt obligations approximate fair value based upon our best estimate of interest rates that would be available to the Company for similar debt obligations. All highly liquid debt instruments purchased with a maturity of three months or less at the date of acquisition are included in cash and cash equivalents.

Derivative financial instruments are used to manage certain of the Company’s interest rate exposures. The Company does not enter into derivatives for speculative purposes, nor does the Company hold or issue any financial instruments for trading purposes. In October 2008, the Company entered into a derivative instrument that is not designated as a hedge. The Company entered into the derivative instrument to offset the cash flow exposure associated with its interest payments on certain outstanding debt. Derivatives are carried at fair value, as determined using standard valuation models and adjusted, when necessary, for credit risk and are separately presented on the balance sheet. The gains or losses from changes in the fair value of derivative instruments that are not accounted for as hedges are recognized in earnings and are separately presented.

Property and Equipment — Property and equipment are stated at cost. Equipment, furniture and, fixtures are depreciated using the straight-line method over their estimated useful lives, generally ranging from three to five years. Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Buildings are depreciated using the straight-line method over 30 years. Building improvements are depreciated using the straight-line method over the lesser of the useful life of the improvement or the remaining life of the building. Costs associated with maintenance and repairs are expensed as incurred.

Long-Lived Assets — Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell. No impairment losses have been recognized in the years ended December 31, 2009, 2008, or 2007.

F-14

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Cash — Restricted cash consists of funds held under a letter of credit as a condition of the Company’s operating lease for its corporate headquarters (see Note 10). The letter of credit was reduced in 2008 to $856. The letter of credit will remain in effect during the term of the lease agreement. The remaining restricted cash balance as of December 31, 2009, consists of escrowed amounts relating to the purchase of MedicalMessaging and Anodyne (see Note 8). Of the remaining balance, $660 relates to MedicalMessaging and will be paid over a three-year period starting in 2008 if MedicalMessaging achieves certain financial milestones. Restricted cash relating to the purchase of Anodyne at December 31, 2009, was $7,700 and may be paid over a three-year period starting in 2010 if Anodyne achieves certain business and financial milestones or released to the Company to cover indemnification claims.

Software Development Costs — The Company accounts for software development costs based on required criteria and timing. Costs related to the preliminary project stage of subsequent versions of athenaNet or other technologies are expensed as incurred. Costs incurred in the application development stage are capitalized, and such costs are amortized over the software’s estimated economic life. The estimated useful life of the software is two years. Amortization expense was $2,110, $1,395, and $958 for the years ended December 31, 2009, 2008, and 2007, respectively. Future amortization expense for all software development costs capitalized as of December 31, 2009, is estimated to be $1,647 and $677 for the years ending December 31, 2010, and 2011, respectively.

Goodwill — Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. The Company evaluates the carrying value of its goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the Company’s reporting unit exceeds its carrying amount, the goodwill of the reporting unit is considered not impaired. If the carrying amount of the Company’s reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. No impairment losses have been recognized in the years ended December 31, 2009, 2008, and 2007.

Other Intangible Assets — Other intangible assets consist of technology and customer relationships acquired in connection with business acquisitions and are amortized over their estimated useful lives on a straight-line basis.

Accrued expenses and accrued compensation — Accrued expenses consist of the following:

	As of December 31,
	2009		2008
Accrued bonus		8,030		5,310
Accrued vacation		1,884		1,169
Accrued payroll		4,081		2,379
Accrued commissions		1,779		1,296
Accrued compensation expenses	$	15,774	$	10,154
Accrued expenses	$	6,468	$	7,442
Current portion of accrued contingent consideration		4,313		—
Accrued expenses	$	10,781	$	7,442

Warrant Liability — Prior to our IPO, freestanding warrants exercisable for shares of the Company’s redeemable convertible preferred stock were classified as a warrant liability on the Company’s balance sheet.

F-15

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

These warrants were issued for the purchase of the Company’s Series D and Series E Preferred Stock. During the year ended December 31, 2007, the Company revalued the warrant liability relating to the preferred stock warrants and recorded other expense of $4,995, for the increase in value of the warrants. Upon completion of the IPO and the conversion of outstanding preferred stock to common stock, the preferred stock warrants became automatically exercisable into shares of common stock. Accordingly, the warrant liability of $7,451 was reclassified to additional paid-in capital.

Deferred Rent — Deferred rent consists of step rent and tenant improvement allowances and other incentives received from landlords related to the Company’s operating leases for its facilities. Step rent represents the difference between actual operating lease payments due and straight-line rent expense, which is recorded by the Company over the term of the lease, including any construction period. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord as part of the negotiated terms of the lease or reimbursements of moving costs. These cash payments are recorded as deferred rent from landlords and are amortized as a reduction of periodic rent expense, over the term of the applicable lease.

Deferred Revenue — Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue includes certain deferred implementation services fees which are recognized as revenue ratably over the longer of the life of the agreement or the estimated expected customer life, which is currently estimated to be twelve years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent.

Concentrations of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents, investments, derivatives, and accounts receivable. The Company attempts to limit its credit risk associated with cash equivalents, investments by investing in highly rated corporate and financial institutions, and engages with highly rated financial institutions as a counterparty to its derivative transaction. With respect to customer accounts receivable, the Company manages its credit risk by performing ongoing credit evaluations of its customers. No customer accounted for more than 10% of revenues or accounts receivable as of or for the years ended December 31, 2009, 2008, or 2007.

Other Income (Expense) — other expense consists of the following:

	Year Ended December 31,
	2009		2008		2007
Loss on warrants	$	—	$	—	$	(4,995	)
Financial advisor fee paid by shareholder		—		—		(592	)
Other income (expense)		255		182		(102	)
	$	255	$	182	$	(5,689	)

Income Taxes — Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results.

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation

F-16

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period.

The Company’s policy is to record interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2009, the Company has no accrued interest or penalties related to uncertain tax positions.

Segment Reporting — Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief decision-maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. The Company, which uses consolidated financial information in determining how to allocate resources and assess performance, has determined that it operates in one segment.

Stock-Based Compensation — The Company accounts for share-based awards, including shares issued under employee stock purchase plans, stock options, and share-based awards with compensation cost measured using the fair value of the awards issued.

In determining the exercise prices for stock-based awards before the IPO, the Company’s Board of Directors considered the estimated fair value of the common stock as of each grant date. The determination of the fair value of the Company’s common stock without an active market involves significant assumptions, estimates, and complexities that impact the amount of stock-based compensation. The estimated fair value of the Company’s common stock prior to the Company’s IPO was determined by the Board of Directors after considering a broad range of factors including, but not limited to, the illiquid nature of an investment in common stock, the Company’s historical financial performance and financial position, the Company’s significant accomplishments and future prospects, opportunity for liquidity events, and recent sale and offer prices of the common and convertible preferred stock in private transactions negotiated at arm’s length. Since the IPO, the exercise prices for stock-based awards have been set at the closing value of the Company’s stock price on the grant date.

Foreign Currency Translation — The financial position and results of operations of the Company’s foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive (loss) income.

Recent Accounting Pronouncements — In December 2007, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance on business combinations. This guidance establishes principles and requirements for how an acquirer recognizes and measures in its financial statements significant aspects of a business combination. Under this guidance, acquisition costs are generally expensed as incurred; non-controlling interests are reflected at fair value at the acquisition date; in-process research and development (“IPR&D”) is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are generally expensed rather than capitalized; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period will affect income tax expense. The Company adopted this guidance on January 1, 2009 and during the year ended December 31, 2009, expensed $751 of acquisition costs that, prior to the change in accounting, would have been included as part of the purchase price. The potential contingent consideration of $7,700 was recorded in the initial purchase price allocation at its estimated fair value of $5,100. A portion of the contingent consideration relating to the Anodyne acquisition expected to be paid in 2011 and 2012 totaling $787 and is presented in other long-term liabilities. The contingent consideration will be accreted to the amount payable when, and if, earned. The difference between the estimated and earn-out amount will be charged or credited to expense. The contingent consideration for acquisitions which occurred prior to this change will be recorded as additional goodwill when it is earned. In addition, under the provisions of

F-17

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

guidance, future reversal of the Company’s acquisition-related tax reserves of $680 (excluding interest and penalties) will be recorded in earnings, rather than as an adjustment to goodwill or acquisition related other intangible assets and will affect the Company’s annual effective income tax rate.

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for the Company beginning January 1, 2011, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. The Company is currently evaluating the impact of adoption of this authoritative guidance might have on our financial statements, if any.

From time to time, new accounting pronouncements are issued by FASB and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of other recently issued accounting pronouncements will not have a material impact on consolidated financial position, results of operations, and cash flows, or do not apply to our operations.

4.   NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. Potentially dilutive securities include stock options and warrants. Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted net income (loss) per share if their effect would be antidilutive to earnings per share.

The following table reconciles the weighted average shares outstanding for basic and diluted net income (loss) per share for the periods indicated.

	Years Ended December 31,
	2009		2008		2007
			(As restated)		(As restated)
Net income (loss)	$	9,276	$	31,602	$	(7,501	)
Weighted average shares used in computing basic net income (loss) per share		33,584		32,746		12,568
Net income (loss) per share — basic	$	0.28	$	0.97	$	(0.60	)
Net income (loss)	$	9,276	$	31,602	$	(7,501	)
Weighted average shares used in computing basic net income (loss) per share		33,584		32,746		12,568
Effect of dilutive securities		1,333		2,031		—
Weighted average shares used in computing diluted net income (loss) per share		34,917		34,777		12,568
Net income (loss) per share — diluted	$	0.27	$	0.91	$	(0.60	)

F-18

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Outstanding unvested common stock purchased by employees is subject to repurchase by the Company and therefore is not included in the calculation of the weighted-average shares outstanding for basic earnings per share.

The following potentially dilutive securities were excluded from the calculation of diluted net income (loss) per share, since to include them would be anti-dilutive:

	Years Ended December 31,
	2009		2008		2007
Options to purchase common stock		1,021		1,088		2,889
Warrants to purchase common stock		—		—		65
		1,021		1,088		2,954

5.   FAIR VALUE OF FINANCIAL INSTRUMENTS

As of December 31, 2009 and 2008, the carrying amounts of cash and cash equivalents, restricted cash, receivables, accounts payable, and accrued expenses approximated their estimated fair values because of their short term nature of these financial instruments. All highly liquid debt instruments purchased with a maturity of three months or less at the date of acquisition are included in cash and cash equivalents. Included in cash and cash equivalents as of December 31, 2009 and 2008, are money market fund investments of $10,081 and $23,610, respectively, which are reported at fair value. The fair value of these investments was determined by using quoted prices for identical investments in active markets which are considered to be Level 1 inputs.

The carrying amounts of the Company’s debt obligations approximate fair value based upon our best estimate of interest rates that would be available to the Company for similar debt obligations. The estimated fair value of our long-term debt was determined using quoted market prices and other inputs that were derived from available market information and may not be representative of actual values that could have been or will be realized in the future.

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2009 and 2008, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities and fair values determined by Level 2 inputs utilize quoted prices (unadjusted) in inactive markets for identical assets or liabilities obtained from readily available pricing sources for comparable instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or no market activity.

	Fair Value Measurements as of December 31, 2009 Using
	Level 1		Level 2			Level 3			Total
Cash equivalents:
Money market securities	$	10,081	$	—		$	—		$	10,081
Available-for-sale investments:
U.S. government backed securities		—		52,323			—			52,323
Accrued contingent consideration		—		—			(5,100	)		(5,100	)
Interest rate swap derivative		—		(291	)		—			(291	)
Total	$	10,081	$	52,032		$	(5,100	)	$	57,013

F-19

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Fair Value Measurements as of
	December 31, 2008 Using
	Level 1		Level 2			Level 3		Total
Cash equivalents:
Money market securities	$	23,610	$	—		$	—	$	23,610
Available-for-sale investments:
Commercial paper		—		16,575			—		16,575
U.S. government backed securities		—		41,486			—		41,486
Interest rate swap derivative		—		(881	)		—		(881	)
Total	$	23,610	$	57,180		$	—	$	80,790

U.S. government backed securities and commercial paper are valued using a market approach based upon the quoted market prices of identical instruments when available or other observable inputs such as trading prices of identical instruments in inactive markets or similar securities. The interest rate swap derivative is valued using an interest rate swap model and observable inputs at the reporting date. The accrued contingent consideration is valued using a probability-weighted income approach model at the acquisition and reporting date.

Balance as of January 1, 2009	$	—
Contingent consideration relating to acquisition valued at October 16, 2009		5,100
Balance as of December 31, 2009	$	5,100

6.   SHORT-TERM INVESTMENTS

The summary of available-for-sale securities as of December 31, 2009, is as follows:

			Gross
	Amortized		Unrealized
	Cost		Gains		Fair Value
U.S. government backed securities	$	52,280	$	43	$	52,323

The summary of available-for-sale securities as of December 31, 2008, is as follows:

			Gross
	Amortized		Unrealized
	Cost		Gains		Fair Value
Commercial paper	$	16,487	$	88	$	16,575
U.S. government backed securities		41,098		388		41,486
Total	$	57,585	$	476	$	58,061

Scheduled maturity dates of U.S. government backed securities and commercial paper as of December 31, 2009 and 2008, was within one year of that date and therefore investments were classified as short-term. There were no material realized gains and losses on sales of these investments for the periods presented. Unrealized gains and losses are included in other accumulated comprehensive income.

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.   PROPERTY AND EQUIPMENT

On February 15, 2008, the Company purchased a complex of buildings totaling 186,000 square feet, including approximately 133,000 square feet of office space, on approximately 53 acres of land located in Belfast, Maine, for a total price of $6,197. The Company is using the office space of this facility as a second operational service site, and are leasing a small portion of the space to commercial tenants. The building is being depreciated over 30 years. The Company allocated $800 of the purchase price to land and $5,397 to the buildings. In addition, the gross amount of the Company assets under capital leases as December 31, 2008, was $4,169 of equipment, $793 of leasehold and building improvements and $289 of furniture, the gross amount of the capital leases as of December 31, 2009 was $8,551 of equipment, $1,249 of leasehold improvements, and $300 of furniture. Property and equipment consist of the following:

	Years Ended December 31,
	2009			2008
Equipment	$	17,063		$	12,921
Furniture and fixtures		804			853
Leasehold improvements		9,854			9,499
Building and improvements		8,515			6,698
Land		800			800
Total property and equipment, at cost		37,036			30,771
Accumulated depreciation and amortization		(13,897	)		(11,783	)
Construction in progress		1,732			1,883
Property and equipment, net	$	24,871		$	20,871

Depreciation expense on property and equipment was $5,658, $4,598, and $4,583 for the years ended December 31, 2009, 2008, and 2007, respectively. During the year ended December 31, 2009 and 2008, the Company wrote off fully depreciated assets totaling approximately $3,503 and $7,190, respectively. Since the assets were fully depreciated, there was no impact on the statement of operations.

8.   ACQUISITION

Acquisition of Anodyne Health Partners, Inc.

On October 16, 2009, the Company acquired Anodyne Health Partners, Inc. (“Anodyne”), a software enabled service business intelligence company based in Alpharetta, Georgia. The Company believes that the acquisition of Anodyne provides the Company with expanded service offerings that will better enable it to compete in the large medical group market. The Anodyne software as a service business intelligence tool enhances customers’ ability to view all facets of its revenue cycle information and to access and extract critical operational and administrative information from various data systems. The Company used existing cash to fund the acquisition of Anodyne, following which Anodyne became a wholly-owned subsidiary of the Company. The Company has determined that the presentation of pro forma information is impracticable as the preexisting business acquired was previously combined with other operations that were not part of the business combination.

The Company has accounted for the acquisition as a business combination using the acquisition method. The Company incurred legal costs and professional fees in connection with the acquisition of $751 which are included in general and administrative expenses. The results of Anodyne’s operations are included in the statement of operations of the combined entity since the date of acquisition.

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the total consideration transferred on the acquisition date:

Cash payments	$	22,300
Contingent consideration		5,100
Cash acquired		(50	)
Fair value of total consideration	$	27,350

The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed:

Current assets and other assets	$	757
Property and equipment		128
Intangible assets:
Technology		2,000
Customer relationships		11,200
Deferred tax asset		(2,206	)
Accrued expenses and other liabilities		(1,041	)
Deferred revenue		(250	)
Total identifiable net assets		10,588
Goodwill		16,762
	$	27,350

Revenue from the date of acquisition of Anodyne, October 16, 2009, to December 31, 2009, was $906. The Company has determined that the presentation of Anodyne’s net income is impracticable for the period ended December 31, 2009, due to the integration of Anodyne operations into the Company upon acquisition.

Contingent consideration is recorded at fair value as an element of purchase price with subsequent adjustments recognized in the consolidated statement of operations. The Company accrued a liability of $5,100 for the estimated fair value of contingent considerations expected to be payable based upon one of the acquired companies reaching specific performance metrics over the next three years of operation. There are two separate elements that make up the contingent consideration. The first potential contingent consideration ranges from zero to $4,800 and is payable in one installment based upon operational performance for the year ending December 31, 2010. The second potential contingent consideration ranges from zero to $2,900 and is payable in quarterly installments based upon the selling of the Company’s product base into the Anodyne customer base for the year ending December 31, 2010 and 2011, and the six-month period ended June 30, 2012.

The fair value was determined using a probability-weighted income approach. That approach is based on significant inputs that are not observable in the market, which are referred to as level 3 inputs. Key assumptions include a discount rate of 21%, a probability adjusted level of 60%. As of December 31, 2009, the amount recognized for the contingent consideration, the range of outcomes and assumptions has not changed.

The intangibles are being amortized over 5-10 years, with customer lists being amortized over 10 years. The goodwill of $16,762 resulting from the acquisition arises largely from the synergies expected from combining the operations of the acquisitions with our existing services operations, as well as from the benefits

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

derived from the assembled workforce of the acquisitions. The goodwill recognized is not expected to be deductible for tax purposes.

Acquisition of Crest Line Technologies, Inc. (d.b.a. MedicalMessaging.net)

On September 5, 2008, the Company acquired specified assets and assumed specified liabilities of Crest Line Technologies, LLC (d.b.a. MedicalMessaging.net) (“MedicalMessaging”). MedicalMessaging is a provider of live and automated calling services for healthcare professionals. The purpose of the acquisition is to augment the Company’s core business service offering with MedicalMessaging’s automated and live communication services. The Company believes the purchase of MedicalMessaging gave access to a developed technology that could speed the time to market versus internal development of our own similar product. In addition, the Company plans to leverage its existing customer base to increase revenues of the MedicalMessaging services.

Consideration for this transaction was approximately $7,100, plus potential additional consideration of $992 which was to be paid over a three-year period if MedicalMessaging achieves certain financial milestones. If the contingent consideration is paid, it will result in an increase in the goodwill. The final payment will include accrued interest on the escrowed amounts. At the date of acquisition, the Company determined that $241 of the $992 potential contingent consideration was met and recorded the obligation. At December 31, 2008, the Company determined that $331 of the potential consideration was met and recorded to the obligation. This amount was paid out in March 2009 from a restricted cash account. During 2009, the Company paid a working capital adjustment of $141. As of December 31, 2009, the Company determined that an additional $331 of the potential consideration was met and recorded to the obligation. The excess of the purchase price over the fair value of the acquired net assets has been allocated to goodwill, all of which is tax deductible.

Allocation of the purchase price for the acquisition was based on estimates of the fair value of the net assets acquired, and is subject to adjustment upon finalization of the contingent consideration. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

9.   GOODWILL AND OTHER PURCHASED INTANGABLE ASSETS

The following table summarizes the activity relating to the carrying value of the Company’s goodwill during the years ended December 31, 2009 and 2008:

Gross balance as of January 1, 2008	$	—
Goodwill recorded in connection with Medical Messaging		4,887
Gross balance as of December 31, 2008	$	4,887
Contingent consideration recorded in connection with Medical Messaging		330
Net working capital adjustment recorded in connection with Medical Messaging		141
Goodwill recorded in connection with Anodyne		16,762
Gross balance as of December 31, 2009	$	22,120

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Intangible Assets

Intangible assets acquired as of December 31, 2009 and 2008, are as follows:

	December 31, 2009
			Accumulated					Weighted Averge Remaining
	Gross		Amortization			Net		Useful Life (years)
Developed technology	$	3,161	$	(390	)	$	2,771		4.4
Customer relationships		12,066		(347	)		11,719		9.7
Total	$	15,227	$	(737	)	$	14,490

	December 31, 2008
			Accumulated					Weighted Averge Remaining
	Gross		Amortization			Net		Useful Life (years)
Developed technology	$	1,161	$	(74	)	$	1,087		5
Customer relationships		866		(28	)		838		10
Total	$	2,027	$	(102	)	$	1,925

Amortization expense for the years ended December 31, 2009, 2008, and 2007, was $635, $102 and $0, respectively, and is included in direct operating expenses. Estimated amortization expense, based upon the Company’s intangible assets at December 31, 2009, is as follows:

Year Ending December 31,	Amount
2010	$	1,839
2011		1,839
2012		1,839
2013		1,765
2014		1,523
Thereafter		5,685
Total	$	14,490

10.   OPERATING LEASES AND OTHER COMMITMENTS

The Company maintains operating leases for facilities and certain office equipment. The facility leases contain renewal options and require payments of certain utilities, taxes, and shared operating costs of each leased facility. The Company also rents certain of its leased facilities to third-party tenants. The rental agreements expire at various dates from 2010 to 2015.

The Company entered into a lease agreement with a new landlord in connection with the relocation of its corporate offices in June 2005. The Company assumed possession of the leased space in January of 2005, with a rent commencement date of June 2005 and expiration date of June 2015. The Company was not required to pay rent from January 2005 through June 2005. The Company recognizes rent escalations and lease incentives for this lease on a straight-line basis over the lease period from January 2005 (date of possession) to June 2015.

Under the terms of such lease agreement, the landlord provided approximately $9,400 in allowances to the Company for the leasehold improvements for the office space and reimbursement of moving costs. These lease incentives are being recorded as a reduction of rent expense on a straight-line basis over the term of the new lease. The Company has recorded the leasehold improvements in property and equipment in the accompanying balance sheets. Moving costs were expensed as incurred.

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additionally, the landlord agreed to make all payments under the Company’s lease agreement relating to its previous office space, amounting to approximately $2,100. The Company recognized the lease costs when the Company ceased to use the previous office space. The payments and incentives received from the new landlord are being recognized over the new lease term.

The lease agreement contains certain financial and operational covenants. These covenants provide for restrictions on, among other things, a change in control of the Company and certain structural additions to the premises, without prior consent from the landlord.

Rent expense totaled $2,399, $2,121, and $2,901 for the years ended December 31, 2009, 2008, and 2007, respectively. In June 2005, the Company entered into a sub-lease agreement, which generated rental income of $497, $378, and $286 for the years ended December 31, 2009, 2008, and 2007, respectively. Rental income is recorded as a reduction in rent expense. We terminated this sub-lease effective February 2010.

The Company entered into a lease agreement with a new landlord in connection with the relocation of its corporate offices in India in May 2009. The Company assumed possession of the leased space in May of 2009, with a rent commencement date of May 2009 and expiration date of April 2012. The Company was not required to pay rent from May 2009 through August 2009. The Company recognizes rent escalations for this lease on a straight-line basis over the lease period from May 2009 (date of possession) to April 2012. Rent expense totaled $275, $214, and $201 for the years ended December 31, 2009, 2008, and 2007, respectively.

In March 2007, the Company entered into a noncancelable contract for data center services in the event of a service interruption in the Company’s primary data center. The term of the agreement is 36 months, commencing in July 2007, at a monthly rate of $27, for a total payments of $978 over the term of the agreement.

In December 2009, the Company entered into a noncancelable contract for data center services in the event of a service interruption in the Company’s primary data center. The term of the agreement is 26 months, commencing in December 2009, at a monthly rate of $20, for a total payments of $480 over the term of the agreement.

In May 2007, the Company entered into a ten-year, noncancelable lease agreement with a data center provider in Bedford, Massachusetts. Under the agreement, the Company took possession of a portion of the contracted space in June 2007. Minimum payments under the lease total $6,133 over the life of the agreement. The Company paid $496, $243 and $119 under this agreement in 2009, 2008, and 2007, respectively.

Future minimum lease payments under noncancelable operating leases as of December 31, 2009, are as follows:

	Future Rent
Year Ending December 31,	Payments
2010	$	5,357
2011		5,439
2012		5,212
2013		5,233
2014		5,396
Thereafter		4,141
Total minimum lease payments	$	30,778

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11.   LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

The summary of outstanding debt and capital lease obligations is as follows:

	As of December 31,
	2009			2008
Term loan	$	5,625		$	6,000
Capital lease obligation		6,763			4,416
		12,388			10,416
Less current portion of long-term debt and capital lease obligations		(3,437	)		(2,038	)
Long-term debt and capital lease obligations, net of current portion	$	8,951		$	8,378

2008 Term and Revolving Loans — On September 30, 2008, the Company entered into a Credit Agreement (the “Credit Agreement”) with a financial institution. The Credit Agreement consists of a revolving credit facility in the amount of $15,000 and a term loan facility in the amount of $6,000 (collectively, the “Credit Facility”). The revolving credit facility may be extended by up to an additional $15,000 on the satisfaction of certain conditions and includes a $10,000 limit for the issuance of standby letters of credit. The revolving credit facility matures on September 30, 2011, and the term facility matures on September 30, 2013, although either facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. On September 30, 2008, the Company borrowed $6,000 under the term loan facility for general working capital purposes. The term loan has a 5-year term which is payable quarterly starting March 31, 2009, for $75 each quarter. The Company has the option to extend the loan at the end of the 5-year term. As of December 31, 2009, there were no amounts outstanding under the revolving credit facility.

The revolving credit loans and term loan bear interest, at the Company’s option, at either (i) the London Interbank Offered Rate (“LIBOR”), or (ii) the higher of (a) the Federal Funds Rate plus 0.50% or (b) the financial institution’s prime rate (the higher of the two being the “Base Rate”). For term loans, these rates are adjusted down 100 basis points for Base Rate loans and up 100 basis points for LIBOR loans. For revolving credit loans, a margin is added to the chosen interest rate that is based on the Company’s consolidated leverage ratio, as defined in the Credit Agreement, which margin can range from 100 to 275 basis points for LIBOR loans and from 0 to 50 basis points for Base Rate loans. A default rate shall apply on all obligations in the event of a default under the Credit Agreement at a rate per annum equal to 2% above the applicable interest rate. The Company was also required to pay commitment fees and upfront fees for this Credit Facility. The interest rate as of December 31, 2009 and 2008, for the term loan was 4.5%.

The obligations of the Company and its subsidiaries under the Credit Agreement are collateralized by substantially all assets.

The Credit Agreement also contains certain financial and nonfinancial covenants, including limitations on our consolidated leverage ratio and capital expenditures, defaults relating to non-payment, breach of covenants, inaccuracy of representations and warranties, default under other indebtedness (including a cross-default with our interest rate swap), bankruptcy and insolvency, inability to pay debts, attachment of assets, adverse judgments, ERISA violations, invalidity of loan and collateral documents, and change of control. Upon an event of default, the lenders may terminate the commitment to make loans and the obligation to extend letters of credit, declare the unpaid principal amount of all outstanding loans and interest accrued under the Credit Agreement to be immediately due and payable, require us to provide cash and deposit account collateral for our letter of credit obligations, and exercise their security interests and other rights under the Credit Agreement.

Capital Lease Obligation — In June 2007, the Company entered into a master lease and security agreement (the “Equipment Line”) with a financing company. The Equipment Line allows for the Company to lease from the financing company eligible equipment purchases, submitted within 90 days of the applicable

F-26

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

equipment’s invoice date. Each lease has a 36 month term which are payable in equal monthly installments, commencing on the first day of the fourth month after the date of the disbursements of such loan and continuing on the first day of each month thereafter until paid in full. The Company has accounted for these as capital leases. As of December 31, 2009 and 2008, the Company had $6,763 and $4,416, respectively, of outstanding capital leases. The interest rate as of December 31, 2009 and 2008, was 3.5% and 5.8%, respectively.

Future principal payments on debt and outstanding capital leases as of December 31, 2009, are as follows:

				Capital Lease
Year Ending December 31,	Debt			Obligations
2010	$	300		$	3,269
2011		300			2,904
2012		300			956
2013		300			—
Thereafter		4,425			—
Total		5,625			7,129
Less: imputed interest					(366	)
Present value of future minimum lease payments					6,763
Less current portion		(300	)		(3,137	)
Long-term portion	$	5,325		$	3,626

The Company’s borrowings are collateralized by substantially all assets.

Interest paid was $836, $324, and $3,666 for the years ended December 31, 2009, 2008, and 2007, respectively.

12.   INTEREST RATE SWAP DERIVATIVE

The Company entered into a derivative instrument which has a decreasing notional value over the term to offset the cash flow exposure associated with its interest payments on certain outstanding debt. In October 2008, we entered into an interest rate swap to mitigate the cash flow exposure associated with our interest payments on certain outstanding debt. Our interest rate swap is not designated as a hedging instrument. The derivative is accounted for at fair value with gains or losses reported in earnings.

The swap had a notional amount of $5,850 to hedge changes in cash flows attributable to changes in the LIBOR rate associated with the September 30, 2008, issuance of the Term Loan due September 30, 2028. We pay a fixed rate of 4.55% and receive a variable rate based on one month LIBOR. The fair value of derivatives as of December 31, 2009, is summarized in the following table.

	Liability Derivatives
	Balance Sheet Location		Fair Value
Interest rate contracts		Interest rate derivative liability	$	291
Total derivatives			$	291

F-27

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The effect of derivative instruments on the consolidated statements of operations is summarized in the following table.

		Gain Recognized in		Loss Recognized in
		Earnings for the		Earnings for the
	Location of Gain (Loss)	Year Ended December 31,		Year Ended December 31,
	Recognized in Earnings	2009		2008
Interest rate contracts	Gain (loss) on interest rate derivative contract	$	590	$	(881	)

Derivatives are carried at fair value, as determined using standard valuation models and adjusted, when necessary, for credit risk and is separately presented on the balance sheet. The Company manages its interest rate exposures by maintaining a fixed rate debt to minimize interest expense and interest rate volatility. The following is a description/summary of the derivative financial instrument the Company has entered into to manage the interest rate exposure:

						Maturity	Fair Value
		Notional			Fiscal Year	(Fiscal	as of December 31,
Description	Borrowing	Amount	Receive	Pay	Entered Into	Year)	2009
Interest rate swap
— variable to fixed	Revolving Credit Facility	$5,625	LIBOR plus 1.0%	4.55% Fixed	2008	2028	$(291)

13.   CONVERTIBLE PREFERRED STOCK

All outstanding shares of the Company’s convertible preferred stock were converted into 21,531 shares of common stock upon completion of the IPO.

14.   PREFERRED STOCK

After the consummation of the initial public offering in September 2007 and the filing of the Company’s amended and restated certificate of incorporation, the Company’s board of directors has the authority, without further action by stockholders, to issue up to 5,000 shares of preferred stock in one or more series. The Company’s board of directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of its common stock, impairing the liquidation rights of its common stock, or delaying or preventing a change in control. The ability to issue preferred stock could delay or impede a change in control. As of December 31, 2009 and 2008, no shares of preferred stock were outstanding.

15.   COMMON STOCK AND WARRANTS

Common Stock — Common stockholders are entitled to one vote per share and dividends when declared by the Board of Directors, subject to any preferential rights of preferred stockholders.

Warrants — In connection with equipment financing with a finance company and a bank in May 2001, the Company issued warrants to purchase 65 shares of the Company’s Series D Preferred Stock at an exercise price of $3.08 per share. The warrants are exercisable through September 2012.

Upon completion of the IPO, all of the Company’s outstanding preferred stock was automatically converted into common stock and, accordingly, all warrants to purchase preferred stock were converted into warrants to purchase common stock. During the year ended December 31, 2008, warrant holders exercised using the net issue exercise provision resulting in 29 shares of common stock issued to the warrant holder on the exercise of 32 warrants. No warrants were exercised during the year ended December 31, 2009.

F-28

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Shares Reserved for Future Issuance — The Company has reserved shares of common stock for future issuance for the following purposes:

	December 31,
	2009		2008
Stock award plans		4,583		4,003
Warrants to purchase common stock		32		32
Total		4,615		4,035

16.   STOCK-BASED COMPENSATION

The Company’s stock award plans provide the opportunity for employees, consultants, and directors to be granted options to purchase, receive share awards, or make direct purchases of shares of the Company’s common stock, up to 5,238 shares. On January 30, 2007, the Company’s board of directors voted to increase the number of shares eligible for grant under the Company’s stock award plans by 448. On May 2, 2007, the Company’s board of directors voted to increase the number of shares eligible for grant under the Company’s stock awards plans by 149. Options granted under the plan may be incentive stock options or non-qualified stock options under the applicable provisions of the Internal Revenue Code.

In 2007, the Company’s 2007 Employee Stock Purchase Plan (“2007 ESPP”) was adopted by the board of directors and approved by the stockholders. A total of 500 shares of common stock has been reserved for future issuance to participating employees under the 2007 ESPP. Employees may authorize deductions from 1% to 10% of compensation for each payroll period during the offering period. On February 8, 2008, the board of directors approved an amendment to the Company’s 2007 ESPP. Under the terms of the amendment to the 2007 ESPP, the purchase price shall be equal to 85% of the lower of the closing price of the Company’s common stock on (1) the first day of the purchase period or (2) the last day of the purchase period. On May 1, 2008, the board of directors approved another amendment to the 2007 ESPP, which allows employees, officers, and directors of the Company’s majority owned subsidiary, athenahealth Technology Private Limited, to participate in the 2007 ESPP. The expense for the years ended December 31, 2009 and 2008 was $388 and $172, respectively.

In 2007, the board of directors and the Company’s stockholders approved the 2007 Stock Option and Incentive Plan (the “2007 Stock Option Plan”) effective as of the close of the Company’s IPO, which occurred on September 25, 2007. The board of directors authorized 1,000 shares in addition to the shares forfeited under the Company’s 2007 Stock Option Plan. Options granted under this plan may be incentive stock options or non-qualified stock options under the applicable provisions of the Internal Revenue Code. The 2007 Stock Option Plan includes an “evergreen provision” that allows for an annual increase in the number of shares of common stock available for issuance under the 2007 Stock Option Plan. The annual increase will be added on the first day of each fiscal year from 2008 through 2013, inclusive, and will be equal to the lesser of (i) 5.0% of the number of then-outstanding shares of stock and of the preceding December 31 and (ii) a number as determined by the board of directors. On January 1, 2009 and 2008, another 1,105 and 611 options, respectively, became available for grant under this evergreen provision.

Incentive stock options are granted with exercise prices at or above the fair value of the Company’s common stock at the grant date as determined by the Board of Directors. Incentive stock options granted to employees who own more than 10% of the voting power of all classes of stock are granted with exercise prices at 110% of the fair value of the Company’s common stock at the date of the grant. Non-qualified stock options may be granted with exercise prices up to the fair value of the Company’s common stock on the date of the grant, as determined by the Board of Directors. All options granted vest over a range of one to four years and have contractual terms of between five and ten years. Options granted typically vest 25% per year over a total of four years at each anniversary, with the exception of options granted to members of the board of directors, which vest on a quarterly basis.

F-29

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pursuant to stock option awards granted under the Company’s 2000 Stock Option and Incentive Plan, unvested stock options awarded under these awards shall become accelerated by a period of one year upon the consummation of an acquisition of the Company. For purposes of these agreements, an acquisition is defined as: (i) the sale of the Company by merger in which its shareholders in their capacity as such no longer own a majority of the outstanding equity securities of the Company; (ii) any sale of all or substantially all of the assets or capital stock of the Company; or (iii) any other acquisition of the business of the Company, as determined by its board of directors.

As of December 31, 2009 and 2008, there were approximately 1,151 and 1,052 shares, respectively, available for grant under the Company’s stock award plans.

The following table presents the stock option activity for the year ended December 31, 2009:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual Term		Instrinsic
	Shares			Price		(in years)		Value
Outstanding — January 1, 2009		2,951		$	16.02
Granted		1,080			28.97
Exercised		(488	)		3.88
Forfeited		(111	)		22.78
Outstanding — as of December 31, 2009		3,432		$	21.62		7.6	$	81,083
Exercisable — as of December 31, 2009		1,526		$	12.73		6.3	$	49,614
Vested and expected to vest as of December 31, 2009		3,178		$	21.05		7.6	$	76,875
Weighted-average fair value of options granted for the year ended December 31, 2009				$	14.56

The Company recorded compensation expense of $8,314, $5,558, and $1,311 for the years ended December 31, 2009, 2008, and 2007, respectively. There was an impact of $2,505 and $526 on the presentation in the consolidated statements of cash flows relating to excess tax benefits on the state tax level that have been realized as a reduction in taxes payable for the year ended December 31, 2009 and 2008, respectively.

Stock-based compensation expense for the years ended December 31, 2009, 2008, and 2007, are as follows (no amounts were capitalized):

	Year Ended December 31,
	2009		2008		2007
Stock-based compensation charged to:
Direct operating	$	1,589	$	872	$	181
Selling and marketing		2,126		1,383		97
Research and development		1,015		1,086		260
General and administrative		3,584		2,217		773
Total	$	8,314	$	5,558	$	1,311

F-30

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company uses the Black-Scholes option pricing model to value share-based awards and determine the related compensation expense. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates. The following table illustrates the weighted average assumptions used to compute stock-based compensation expense for awards granted:

	Year Ended December 31,
	2009	2008	2007
Risk-free interest rate	1.9% - 3.0%	1.9% - 3.5%	3.5% - 4.9%
Expected dividend yield	0.0%	0.0%	0.0%
Expected option term (years)	6.25	6.25	6.25
Expected stock volatility	48% - 53%	48% - 54%	71.0%

The risk-free interest rate estimate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued.

The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future.

The weighted average expected option term reflects the application of the simplified method. The simplified method defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. In December 2007, the SEC issued additional guidance, which permits entities, under certain circumstances, to continue to use the simplified method beyond December 31, 2007. We have continued to utilize this methodology for the year ended December 31, 2009, due to the short length of time our common stock has been publicly traded. The resulting fair value is recorded as compensation cost on a straight-line basis over the requisite service period, which generally equals the option vesting period. Since the Company completed its initial public offering in September 2007, it did not have sufficient history as a publicly traded company to evaluate its volatility factor and expected term. As such, the Company analyzed the volatilities of a group of peer companies to support the assumptions used in its calculations. The Company averaged the volatilities of the peer companies with in-the-money options, sufficient trading history and similar vesting terms to generate the assumptions.

As of December 31, 2009 and 2008, there was $25,474 and $16,435, respectively, of unrecognized stock compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans. This expense is expected to be recognized over a weighted-average period of approximately 2.7 years.

Cash received from stock option exercises during the years ended December 31, 2009 and 2008, was $1,895 and $4,918, respectively. The intrinsic value of the shares issued from option exercises in the years ended December 31, 2009 and 2008, was $16,547 and $25,932, respectively. The Company generally issues previously unissued shares for the exercise of stock options, however the Company may reissue previously acquired treasury shares to satisfy these issuances in the future.

Summary of Employee Stock Option Exercises — The weighted average fair value of employee stock purchase shares granted during fiscal 2009, 2008, and 2007,was $14.56, $16.52, and $6.10, respectively. Employees purchased 488 shares, 991 shares, and 433 shares, respectively, for fiscal 2009, 2008, and 2007. The intrinsic value of shares purchased during fiscal 2009, 2008, and 2007, was $16,547, $25,932, and $3,642, respectively. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares.

F-31

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

17.   INCOME TAXES

The components of the Company’s income tax (benefit) provision for the years ended December 31, 2009, 2008, and 2007 are as follows:

	2009			2008			2007
Current Provision:
Federal	$	174		$	(16	)	$	24
State		2,706			647			10
Foreign		31			—			—
		2,911			631			34
Deferred Provision:
Federal		6,527			34			—
State		(609	)		9			—
Valuation allowance reversal		—			(23,876	)		—
		5,918			(23,833	)		—
Total income tax provision (benefit)	$	8,829		$	(23,202	)	$	34

During the year ended December 31, 2009, the Company utilized tax federal and state net operating loss carryforwards to reduce the current tax provision by $8,246 and $21, respectively. The Company recognized an alternative minimum tax expense for the year ended December 31, 2008, and December 31, 2007. During the year ended December 31, 2008, the Company utilized tax net operating loss carryforwards to reduce the current tax provision by $7,797.

The components of the Company’s deferred income taxes as of December 31, 2009 and 2008, are as follows:

	2009			2008
Deferred tax assets:
Federal net operating loss carryforward	$	4,851		$	10,468
State net operating loss carryforward		151			58
Research and development tax credits		881			841
Allowance for doubtful accounts		611			377
Deferred rent obligation		2,346			2,570
Stock compensation		3,197			1,529
Other accrued liabilities		920			321
Deferred revenue		10,395			9,893
Other		422			—
		23,774			26,057
Deferred tax liabilities:
Intangibles		(5,527	)		—
Capitalized software development		(924	)		(743	)
Property and equipment		(1,412	)		(1,481	)
Investments		(17	)		(188	)
Other		(66	)		—
		(7,946	)		(2,412	)
Net deferred tax assets	$	15,828		$	23,645

F-32

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company classifies its deferred tax assets and liabilities as current or noncurrent based on the classification of the related asset or liability for financial reporting giving rise to the temporary difference. A deferred tax asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to NOLs, is classified according to the expected reversal date.

As of December 31, 2009, the Company had federal and state NOLs of approximately $55,895 (which includes $41,627 of NOLs from stock-based compensation) and $16,549 (which includes $14,717 of NOLs from stock-based compensation), respectively, to offset future federal and state taxable income. The state NOLs begin to expire 2010 and the federal NOLs expire at various times from 2017 through 2028.

The Company has generated NOLs from stock compensation deductions in excess of expenses recognized for financial reporting purposes (excess tax benefits). Excess tax benefits are realized when they reduce taxes payable, as determined using a “with and without” method, and are credited to additional paid-in capital and not as a reduction of income tax provision. During the years ended December 31, 2009 and 2008, the Company realized excess tax benefits from state tax deductions of $2,505 and $526, respectively, which was credited to additional paid-in capital. As of December 31, 2009, the amount of unrecognized federal and state excess tax benefits is $14,153 and $872, respectively, which will be credited to additional paid-in capital when realized.

The Company records a deferred tax asset or liability based on the difference between the financial statement and tax bases of assets and liabilities, as measured by enacted tax rates assumed to be in effect when these differences reverse. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including its past operating results, the existence of cumulative income in the most recent fiscal years, changes in the business in which the Company operates and its forecast of future taxable income. In determining future taxable income, the Company is responsible for assumptions utilized including the amount of state, federal and international pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. Based on the consideration of the weight of the positive and negative evidence, the Company concluded that there was sufficient positive evidence that its deferred tax assets will be fully utilized. Accordingly, the remaining valuation allowance was reversed as of December 31, 2008. As of December 31, 2009, the Company continues to believe that it is more likely than not that the deferred tax assets will be fully realized.

The Company’s federal research and development tax credit carryforward as of December 31, 2009 was $881. This credit is available to offset future federal and state taxes and expire at various times through 2024.

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31:

	2009			2008			2007
Income tax computed at federal statutory tax rate		34	%		34	%		34	%
State taxes net of federal benefit		8	%		9	%		0	%
Research and development credits		(1	)%		(2	)%		1	%
Permanent differences		8	%		8	%		(27	)%
Valuation allowance		0	%		(328	)%		(7	)%
Total		49	%		(279	)%		1	%

F-33

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2009		2008			2007
Beginning uncertain tax benefits	$	301	$	610		$	744
Prior year — decreases		0		(365	)		(134	)
Prior year — increases		18		—			—
Current year — increases		667		56			—
Total	$	986	$	301		$	610

Included in the balance of unrecognized tax benefits at December 31, 2009, are $912 of tax benefits that, if recognized, would affect the effective tax rate. Included in the current year increases was $627 of unrecognized tax benefits which the Company acquired through its acquisition of Anodyne, Inc. The Company does not expect unrecognized tax benefits will significantly change within 12 months of the reporting date.

The Company includes interest and penalties related to uncertain tax positions as a component of its provision for taxes. For the year ended December 31, 2009, the Company’s accrued interest and penalties recorded in its consolidated financial statements was not significant.

The Company does not expect unrecognized tax benefits to significantly change within 12 months of the reporting date.

For state tax purposes, the tax years 1997 through 2008 remain open to examination by major taxing jurisdictions to which the Company is subject, which years primarily resulted in carryforward attributes that may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they have or will be used in a future period. The Company recently concluded an Internal Revenue Service audit for tax years 2006 through 2008. The closing of this audit resulted in no change to the income tax benefit (provision) or previously recorded net operating loss carryforwards.

18.   EMPLOYEE BENEFIT PLAN

The Company sponsors a 401(k) retirement savings plan (the “401(k) Plan”), under which eligible employees may contribute, on a pre-tax basis, specified percentages of their compensation, subject to maximum aggregate annual contributions imposed by the Internal Revenue Code of 1986. All employee contributions are allocated to the employee’s individual account and are invested in various investment options as directed by the employee. Employees’ cash contributions are fully vested and nonforfeitable. The Company may make a discretionary contribution in any year, subject to authorization by the Company’s Board of Directors. During the years ended December 31, 2009, 2008, and 2007, the Company’s contributions to the Plan were $901, $673 and $235, respectively.

19.   COMMITMENTS AND CONTINGENCIES

The Company is engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment discrimination claims and challenges to the Company’s intellectual property. The Company believes that it has adequate legal defenses and believes that it is remote that the ultimate dispositions of these actions will have a material effect on the Company’s financial position, results of operations, or cash flows. There are no accruals for such claims recorded at December 31, 2009.

The Company’s services are subject to sales and use taxes in certain jurisdictions. The Company’s contractual agreements with its customers provide that payment of any sales or use tax assessments are the responsibility of the customer. Accordingly, the Company believes that sales and use tax assessments, if applicable, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

F-34

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20.   SUMMARIZED QUARTERLY UNAUDITED FINANCIAL DATA

As discussed in greater detail in Note 2, Restatement and Reclassification of Previously Issued Consolidated Financial Statements, we determined we needed to restate our previously issued consolidated financial information for the quarterly periods ended March 31, 2009, June 30, 2009, September 30, 2009 and each of the quarterly periods in the year ended December 31, 2008. The restatements resulted from a correction to the amortization period for deferred implementation revenue.

The following tables summarize the effects of the restatement and presentation reclassifications on our previously issued unaudited condensed consolidated financial statements:

Summary of increases (decreases) in net income (unaudited)

	For the Quarter Ended
	March 31, 2009			June 30, 2009						September 30, 2009
	Three			Three			Six			Three			Nine
	Months			Months			Months			Months			Months
	Ended			Ended			Ended			Ended			Ended
Net income, as previously reported	$	2,338		$	3,029		$	5,367		$	2,112		$	7,479
Net adjustments
Implementation revenue		(1,334	)		(1,308	)		(2,642	)		(1,577	)		(4,219	)
Income tax provision		534			523			1,057			631			1,688
Net income, restated	$	1,538		$	2,244		$	3,782		$	1,166		$	4,948
Basic earning (loss) per common share:
Net income, as previously reported	$	0.07		$	0.09		$	0.16		$	0.06		$	0.22
Net adjustments
Implementation revenue		(0.04	)		(0.04	)		(0.08	)		(0.05	)		(0.12	)
Income tax provision		0.02			0.02			0.03			0.02			0.05
Net income, restated	$	0.05		$	0.07		$	0.11		$	0.03		$	0.15
Diluted earning (loss) per common share:
Net income, as previously reported	$	0.07		$	0.09		$	0.15		$	0.06		$	0.22
Net adjustments
Implementation revenue	$	(0.04	)	$	(0.04	)	$	(0.07	)	$	(0.05	)	$	(0.12	)
Income tax provision	$	0.01			0.01		$	0.03			0.02		$	0.04
Net income (loss), restated	$	0.04		$	0.06		$	0.11		$	0.03		$	0.14
Weighted average shares used in computing net income per share:
Basic		33,418			33,527			33,472			33,610			33,520
Diluted		34,814			34,822			34,818			34,900			34,707

F-35

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summary of increases (decreases) in Net income (unaudited)

	For the Quarter Ended
	March 31, 2008			June 30, 2008						September 30, 2008						December 31, 2008
	Three			Three			Six			Three			Nine			Three
	Months			Months			Months			Months			Months			Months
	Ended			Ended			Ended			Ended			Ended			Ended
Net income, as previously reported	$	1,829		$	2,779		$	4,608		$	3,700		$	8,308		$	20,563
Net adjustments
Implementation revenue		(884	)		(1,068	)		(1,952	)		(1,598	)		(3,550	)		(868	)
Income tax provision		—			—			—			—			—			7,149
Net income, restated	$	945		$	1,711		$	2,656		$	2,102		$	4,758		$	26,844
Basic earning (loss) per common share:
Net income, as previously reported	$	0.06		$	0.09		$	0.14		$	0.11		$	0.26		$	0.62
Net adjustments
Implementation revenue		(0.03	)		(0.04	)		(0.06	)		(0.05	)		(0.11	)		(0.03	)
Income tax provision		—			—			—			—			—			0.22
Net income, restated	$	0.03		$	0.05		$	0.08		$	0.06		$	0.15		$	0.81
Diluted earning (loss) per common share:
Net income, as previously reported	$	0.05		$	0.08		$	0.13		$	0.11		$	0.24		$	0.59
Net adjustments
Implementation revenue		(0.02	)		(0.03	)		(0.05	)		(0.05	)		(0.10	)		(0.03	)
Income tax provision		—			—			—			—			—			0.21
Net income, restated	$	0.03		$	0.05		$	0.08		$	0.06		$	0.14		$	0.77
Weighted average shares used in computing net income per share:
Basic		32,344			32,485			32,414			32,904			32,579			33,242
Diluted		34,786			34,730			34,758			34,825			34,780			34,766

F-36

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2009 Quarterly Condensed Consolidated Balance Sheets (unaudited)

	As of March 31, 2009						As of June 30, 2009						As of September 30, 2009
	As Previously			As			As Previously			As			As Previously			As
	Reported			Restated			Reported			Restated			Reported			Restated
Assets
Current assets:
Cash and cash equivalents	$	20,527		$	20,527		$	23,320		$	23,320		$	27,473		$	27,473
Short-term investments		69,553			69,553			72,984			72,984			77,090			77,090
Accounts receivable — net		22,837			22,837			23,680			23,680			26,850			26,850
Deferred tax assets		6,441			7,904			5,844			7,307			3,901			5,364
Prepaid expenses and other current assets		3,805			3,805			4,517			4,517			4,959			4,959
Total current assets		123,163			124,626			130,345			131,808			140,273			141,736
Property and equipment — net		21,399			21,399			22,420			22,420			23,280			23,280
Restricted cash		1,516			1,516			1,516			1,516			1,516			1,516
Software development costs — net		1,920			1,920			2,054			2,054			2,191			2,191
Purchased intangibles — net		1,845			1,845			1,766			1,766			1,686			1,686
Goodwill		4,887			4,887			5,018			5,018			5,284			5,284
Deferred tax assets		8,156			14,376			8,061			14,804			8,351			15,725
Other assets		646			646			630			630			1,163			1,163
Total assets	$	163,532		$	171,215		$	171,810		$	180,016		$	183,744		$	192,581
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	2,308		$	2,308		$	2,684		$	2,684		$	3,123		$	3,123
Accounts payable		1,211			1,211			642			642			1,090			1,090
Accrued compensation		8,471			8,471			10,065			10,065			13,808			13,808
Accrued expenses		5,534			5,534			5,834			5,834			7,170			7,170
Current portion of deferred revenue		6,829			3,166			7,104			3,435			7,633			3,861
Interest rate derivative liability		689			689			381			381			506			506
Current portion of deferred rent		1,139			1,139			1,135			1,135			1,253			1,253
Total current liabilities		26,181			22,518			27,845			24,176			34,583			30,811
Deferred rent, net of current portion		8,383			8,383			8,128			8,128			7,742			7,742
Deferred revenue, net of current portion		—			23,086			—			24,400			—			26,080
Debt and capital lease obligations, net of current portion		8,267			8,267			8,779			8,779			8,954			8,954
Total liabilities		42,831			62,254			44,752			65,483			51,279			73,587
Preferred stock		—			—			—			—			—			—
Common stock		348			348			349			349			349			349
Additional paid-in capital		158,748			158,748			162,221			162,221			165,777			165,777
Treasury stock		(1,200	)		(1,200	)		(1,200	)		(1,200	)		(1,200	)		(1,200	)
Accumulated other comprehensive income		279			279			133			133			(128	)		(128	)
Accumulated deficit		(37,474	)		(49,214	)		(34,445	)		(46,970	)		(32,333	)		(45,804	)
Total stockholders’ equity		120,701			108,961			127,058			114,533			132,465			118,994
Total liabilities and stockholders’ equity	$	163,532		$	171,215		$	171,810		$	180,016		$	183,744		$	192,581

F-37

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	March 31, 2009						June 30, 2009
	Three Month Ended						Three Month Ended						Six Month Ended
	As						As						As
	Previously			As			Previously			As			Previously			As
	Reported			Restated			Reported			Restated			Reported			Restated
Revenue:
Business services	$	39,895		$	39,895		$	44,429		$	44,429		$	84,324		$	84,324
Implementation and other		2,204			1,133			2,290			1,219			4,494			2,352
Total revenue		42,099			41,028			46,719			45,648			88,818			86,676
Expenses:
Direct operating costs		18,298			18,561			19,160			19,397			37,458			37,958
Selling and marketing		6,999			6,999			8,888			8,888			15,887			15,887
Research and development		3,181			3,181			3,439			3,439			6,620			6,620
General and administrative		8,201			8,201			8,394			8,394			16,595			16,595
Depreciation and amortization		1,639			1,639			1,798			1,798			3,437			3,437
Total expenses		38,318			38,581			41,679			41,916			79,997			80,497
Operating income		3,781			2,447			5,040			3,732			8,821			6,179
Other income (expense):
Interest income		402			402			320			320			722			722
Interest expense		(174	)		(174	)		(283	)		(283	)		(457	)		(457	)
Gain on interest rate derivative contract		192			192			308			308			500			500
Other income		36			36			79			79			115			115
Total other income		456			456			424			424			880			880
Income before income taxes		4,237			2,903			5,464			4,156			9,701			7,059
Income tax provision		(1,899	)		(1,365	)		(2,435	)		(1,912	)		(4,334	)		(3,277	)
Net income		2,338			1,538			3,029			2,244			5,367			3,782
Net income per share — basic	$	0.07		$	0.05		$	0.09		$	0.07		$	0.16		$	0.11
Net income per share — diluted	$	0.07		$	0.04		$	0.09		$	0.06		$	0.15		$	0.11
Weighted average shares used in computing net income per share:
Basic		33,418			33,418			33,527			33,527			33,472			33,472
Diluted		34,814			34,814			34,822			34,822			34,818			34,818

In addition to the restatement of implementation fees and the related tax expense, we reclassified $263, $237 and $500 of reimbursed out-of-pocket expenses from direct operating costs to implementation and other revenue for the three months ended March 31, 2009, and June 30, 2009, and for the six months ended June 30, 2009.

F-38

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	September 30, 2009
	Three Month Ended						Nine Month Ended						Three
	As						As						Months Ended
	Previously			As			Previously			As			December 31,
	Reported			Restated			Reported			Restated			2009
Revenue:
Business services	$	45,609		$	45,609		$	129,933		$	129,933		$	53,297
Implementation and other		3,083			1,796			7,577			4,148			1,149
Total revenue		48,692			47,405			137,510			134,081			54,446
Expenses:
Direct operating costs		19,652			19,942			57,110			57,900			21,117
Selling and marketing		8,963			8,963			24,850			24,850			9,222
Research and development		3,748			3,748			10,368			10,368			3,980
General and administrative		9,732			9,732			26,327			26,327			9,784
Depreciation and amortization		2,098			2,098			5,535			5,535			2,232
Total expenses		44,193			44,483			124,190			124,980			46,335
Operating income		4,499			2,922			13,320			9,101			8,111
Other income (expense):
Interest income		216			216			938			938			78
Interest expense		(270	)		(270	)		(727	)		(727	)		(241	)
Gain (loss) on interest rate derivative contract		(125	)		(125	)		375			375			215
Other income		96			96			211			211			44
Total other (expense) income		(83	)		(83	)		797			797			96
Income before income taxes		4,416			2,839			14,117			9,898			8,207
Income tax provision		(2,304	)		(1,673	)		(6,638	)		(4,950	)		(3,879	)
Net income		2,112			1,166			7,479			4,948			4,328
Net income per share — basic	$	0.06		$	0.03		$	0.22		$	0.15		$	0.13
Net income per share — diluted	$	0.06		$	0.03		$	0.22		$	0.14		$	0.12
Weighted average shares used in computing net income per share:
Basic		33,610			33,610			33,520			33,520			33,785
Diluted		34,900			34,900			34,707			34,707			35,133

In addition to the restatement of implementation fees and the related tax expense, we reclassified $290, $295 and $790 of reimbursed out-of-pocket expenses from direct operating costs to implementation and other revenue for the three months ended September 30, 2009, and December 31, 2009, and for the nine months ended September 30, 2009.

F-39

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	March 31, 2008						June 30, 2008
	Three Month Ended						Three Month Ended						Six Month Ended
	As						As						As
	Previously			As			Previously			As			Previously			As
	Reported			Restated			Reported			Restated			Reported			Restated
Revenue:
Business services	$	27,889		$	27,889		$	31,190		$	31,190		$	59,079		$	59,079
Implementation and other		1,866			1,247			1,783			995			3,649			2,242
Total revenue		29,755			29,136			32,973			32,185			62,728			61,321
Expenses:
Direct operating costs		12,787			13,052			14,076			14,356			26,863			27,408
Selling and marketing		4,669			4,669			5,364			5,364			10,033			10,033
Research and development		2,346			2,346			2,596			2,596			4,942			4,942
General and administrative		7,205			7,205			6,580			6,580			13,785			13,785
Depreciation and amortization		1,441			1,441			1,589			1,589			3,030			3,030
Total expenses		28,448			28,713			30,205			30,485			58,653			59,198
Operating income		1,307			423			2,768			1,700			4,075			2,123
Other income (expense):
Interest income		709			709			396			396			1,105			1,105
Interest expense		(23	)		(23	)		(105	)		(105	)		(128	)		(128	)
Other income		18			18			31			31			49			49
Total other income		704			704			322			322			1,026			1,026
Income before income taxes		2,011			1,127			3,090			2,022			5,101			3,149
Income tax provision		(182	)		(182	)		(311	)		(311	)		(493	)		(493	)
Net income		1,829			945			2,779			1,711			4,608			2,656
Net income per share — basic	$	0.06		$	0.03		$	0.09		$	0.05		$	0.14		$	0.08
Net income per share — diluted	$	0.05		$	0.03		$	0.08		$	0.05		$	0.13		$	0.08
Weighted average shares used in computing net income per share:
Basic		32,344			32,344			32,485			32,485			32,414			32,414
Diluted		34,786			34,786			34,730			34,730			34,758			34,758

In addition to the restatement of implementation fees and the related tax expense, we reclassified $265, $280 and $545 of reimbursed out-of-pocket expenses from direct operating costs to implementation and other revenue for the three months ended March 31, 2008, and June 30, 2008, and for the six months ended June 30, 2008.

F-40

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	September 30, 2008												December 31, 2008
	Three Month Ended						Nine Month Ended						Three Month Ended
	As						As						As
	Previously			As			Previously			As			Previously			As
	Reported			Restated			Reported			Restated			Reported			Restated
Revenue:
Business services	$	33,080		$	33,080		$	92,159		$	92,159		$	39,720		$	39,720
Implementation and other		2,348			1,070			5,997			3,312			1,676			1,091
Total revenue		35,428			34,150			98,156			95,471			41,396			40,811
Expenses:
Direct operating costs		14,932			15,252			41,795			42,660			17,004			17,287
Selling and marketing		6,275			6,275			16,308			16,308			6,519			6,519
Research and development		2,327			2,327			7,269			7,269			3,331			3,331
General and administrative		6,909			6,909			20,694			20,694			8,636			8,636
Depreciation and amortization		1,582			1,582			4,612			4,612			1,381			1,381
Total expenses		32,025			32,345			90,678			91,543			36,871			37,154
Operating income		3,403			1,805			7,478			3,928			4,525			3,657
Other income (expense):
Interest income		412			412			1,517			1,517			425			425
Interest expense		(75	)		(75	)		(203	)		(203	)		(225	)		(225	)
Loss on interest rate derivative contract		—			—			—			—			(881	)		(881	)
Other income		38			38			87			87			95			95
Total other income (expense)		375			375			1,401			1,401			(586	)		(586	)
Income before income taxes		3,778			2,180			8,879			5,329			3,939			3,071
Income tax (provision) benefit		(78	)		(78	)		(571	)		(571	)		16,624			23,773
Net income		3,700			2,102			8,308			4,758			20,563			26,844
Net income per share — basic	$	0.11		$	0.06		$	0.26		$	0.15		$	0.62		$	0.81
Net income per share — diluted	$	0.11		$	0.06		$	0.24		$	0.14		$	0.59		$	0.77
Weighted average shares used in computing net income per share:
Basic		32,904			32,904			32,579			32,579			33,242			33,242
Diluted		34,825			34,825			34,780			34,780			34,766			34,766

In addition to the restatement of implementation fees and the related tax expense, we reclassified $320, $283 and $865 of reimbursed out-of-pocket expenses from direct operating costs to implementation and other revenue for the three months ended September 30, 2008, and December 31, 2008, and for the nine months ended September 30, 2008.

F-41

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended						Six Months Ended						Nine Months Ended
	March 31, 2009						June 30, 2009						September 30, 2009
	As						As						As
	Previously			As			Previously			As			Previously			As
	Reported			Restated			Reported			Restated			Reported			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,338		$	1,538		$	5,367		$	3,782		$	7,479		$	4,948
Deferred income taxes		1,899			1,365			3,937			2,880			6,109			4,421
Deferred revenue		(116	)		1,218			159			2,801			688			4,907
Other changes in operating activities		379			379			2,540			2,540			7,259			7,259
Net cash provided by operating activities		4,500			4,500			12,003			12,003			21,535			21,535
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized software development costs		(449	)		(449	)		(1,060	)		(1,060	)		(1,759	)		(1,759	)
Purchases of property and equipment		(2,142	)		(2,142	)		(5,061	)		(5,061	)		(6,616	)		(6,616	)
Proceeds from disposals and sale of property and equipment(1)		—			1,803			—			3,366			4,690			4,690
Purchase in long term investment		—			—			—			—			(550	)		(550	)
Proceeds from sales and maturities of investments		14,500			14,500			37,000			37,000			58,000			58,000
Purchases of investments		(25,762	)		(25,762	)		(51,770	)		(51,770	)		(77,066	)		(77,066	)
Payments for acquisitions net of cash acquired		—			—			—			—			(131	)		(131	)
Increase in restricted cash		332			332			332			332			332			332
Net cash (used in) investing activities		(13,521	)		(11,718	)		(20,559	)		(17,193	)		(23,100	)		(23,100	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and warrants		530			530			697			697			1,654			1,654
Tax benefit from stock-based awards		—			—			1,231			1,231			1,705			1,705
Proceeds from long-term debt(1)		1,803			—			3,366			—			—			—
Payments on long term debt and capital lease obligations		(1,643	)		(1,643	)		(2,319	)		(2,319	)		(2,978	)		(2,978	)
Net cash provided by (used in) financing activities		690			(1,113	)		2,975			(391	)		381			381
Effects of exchange rate changes on cash and cash equivalents		(75	)		(75	)		(32	)		(32	)		(276	)		(276	)
Net (decrease) in cash and cash equivalents		(8,406	)		(8,406	)		(5,613	)		(5,613	)		(1,460	)		(1,460	)
Cash and cash equivalents at beginning of period		28,933			28,933			28,933			28,933			28,933			28,933
Cash and cash equivalents at end of period	$	20,527		$	20,527		$	23,320		$	23,320		$	27,473		$	27,473

(1) To correct the presentation of draw downs of the capital lease lines.

F-42

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended						Six Months Ended						Nine Months Ended
	March 31, 2008						June 30, 2008						September 30, 2008
	As						As						As
	Previously			As			Previously			As			Previously			As
	Reported			Restated			Reported			Restated			Reported			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,829		$	945		$	4,608		$	2,656		$	8,308		$	4,758
Deferred revenue		25			909			872			2,824			2,291			5,841
Other changes in operating activities		267			267			5,228			5,228			4,041			4,041
Net cash provided by operating activities		2,121			2,121			10,708			10,708			14,640			14,640
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized software development costs		(251	)		(251	)		(602	)		(602	)		(939	)		(939	)
Purchases of property and equipment		(7,668	)		(7,668	)		(9,622	)		(9,622	)		(11,483	)		(11,483	)
Proceeds from disposals of property and equipment(1)		—			400			12			1,226			12			1,637
Purchase in long-term investment		—			—			(250	)		(250	)		(250	)		(250	)
Proceeds from sales and maturities of investments		—			—			—			—			18,500			18,500
Purchases of investments		(26,465	)		(26,465	)		(49,154	)		(49,154	)		(57,543	)		(57,543	)
Payments for acquisitions net of cash acquired		—			—			—			—			(6,680	)		(6,680	)
(Increase) decrease in restricted cash		—			—			—			—			(135	)		(135	)
Net cash (used in) investing activities		(34,384	)		(33,984	)		(59,616	)		(58,402	)		(58,518	)		(56,893	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and warrants		64			64			698			698			4,071			4,071
Deferred financing fees		—			—			—			—			(179	)		(179	)
Proceeds from long-term debt(1)		400			—			1,214			—			7,625			6,000
Payments on long term debt and capital lease obligations		(120	)		(120	)		(271	)		(271	)		(526	)		(526	)
Net cash provided by (used in) financing activities		344			(56	)		1,641			427			10,991			9,366
Effects of exchange rate changes on cash and cash equivalents		(4	)		(4	)		(22	)		(22	)		(75	)		(75	)
Net (decrease) increase in cash and cash equivalents		(31,923	)		(31,923	)		(47,289	)		(47,289	)		(32,962	)		(32,962	)
Cash and cash equivalents at beginning of period		71,891			71,891			71,891			71,891			71,891			71,891
Cash and cash equivalents at end of period	$	39,968		$	39,968		$	24,602		$	24,602		$	38,929		$	38,929

(1) To correct the presentation of draw downs of the capital lease lines.

F-43

athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables present selected operating results for the quarters ended 2009 and 2008:

	For the Quarter Ended
	March 31,		June 30,		September 30,		December 31,
	2009		2009		2009		2009
	(Restated)		(Restated)		(Restated)
Total revenue	$	41,028	$	45,648	$	47,405	$	54,446
Operating income		2,447		3,732		2,922		8,111
Net income	$	1,538	$	2,244	$	1,166	$	4,328
Net income per share — basic	$	0.05	$	0.07	$	0.03	$	0.13
Net income per share — diluted	$	0.04	$	0.06	$	0.03	$	0.12

	For the Quarter Ended
	March 31,		June 30,		September 30,		December 31,
	2008		2008		2008		2008
	(Restated)		(Restated)		(Restated)		(Restated)
Total revenue	$	29,136	$	32,185	$	34,150	$	40,811
Operating income		423		1,700		1,805		3,657
Net income	$	945	$	1,711	$	2,102	$	26,844
Net income per share — basic	$	0.03	$	0.05	$	0.06	$	0.81
Net income per share — diluted	$	0.03	$	0.05	$	0.06	$	0.77

F-44

EX-10.24

Exhibit 10.24

Master Equipment Lease Agreement
Dated June 1, 2007

Lessee:	ATHENAHEALTH, INC.	Lessor:	CIT TECHNOLOGIES CORPORATION
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

1. Lease. Lessor leases to Lessee the equipment (‘Equipment’) described in an executed schedule (‘Schedule’) incorporating this Master Equipment Lease Agreement (‘Agreement’). Lessor also finances for Lessee the costs of those software, services, and other nonhardware items described in this Lease and included in the Lessor’s Basis (‘Soft Cost Items’). Such lease shall be comprised of the Schedule and this Agreement, as applicable thereto, and such documents are collectively referred to as this ‘Lease.’ Each Schedule is an agreement separate and distinct from this Agreement and any other Schedule. Capitalized terms used in this Agreement are defined in this Agreement or in the Schedule. The Schedule governs to the extent of inconsistencies with this Agreement.

2. Purchase and Delivery of Equipment. Lessee is responsible for delivery and installation of the Equipment at the Equipment Location. Lessor will purchase the Equipment from, and pay for Soft Cost Items to, the seller thereof (‘Seller’), and lease the Equipment to Lessee, only if: no Event of Default, or event that with notice or the lapse of time or both would constitute an Event of Default, is continuing; and on or before the Outside Acceptance Date or, if no Outside Acceptance Date is specified in this Lease, one month from the date of the Schedule, Lessor receives the Acceptance Certificate executed by Lessee and this Lease executed by the parties, and such other documents or assurances as Lessor may reasonably request.

3. Acceptance. On the day Lessee accepts the Equipment and is prepared for Lessor to pay for the Soft Cost Items (‘Acceptance Date’), or promptly thereafter, Lessee will execute a certificate of acceptance acceptable to Lessor (‘Acceptance Certificate’). By executing the Acceptance Certificate, in addition to its provisions, Lessee represents and warrants that: Lessee has selected the Equipment, Soft Cost Items, and Seller; Lessee has been informed by Lessor or otherwise knows of the Seller’s identity; and Lessee has irrevocably accepted the Equipment and authorized Lessor to pay for the Soft Cost Items.

4. Term. The initial term of the lease of an item of Equipment and financing of a Soft Cost Item (‘Initial Term’) begins on the item’s Acceptance Date and continues through the Base Term Commencement Date and then for the Base Term. Any renewal term (‘Renewal Term’) begins at the end of, as applicable, the Initial Term or any preceding Renewal Term (the Initial Term and all Renewal Terms currently in effect, previously in effect, or which are to come into effect as provided in this Lease or by other written agreement of the parties, collectively, ‘Term’).

5. Rental Payments. Regardless of whether Lessee receives invoices or notices that any Rental Payments are due, Lessee will pay the Rental Payments, plus all applicable Taxes, for the Term, at such address as Lessor may specify in writing (including in any invoice), on the Due Dates. Lessor will invoice Lessee for Rental Payments, but the sole remedy for any failure to invoice shall be that no late interest shall accrue under Section 25 on any Rental Payment until payment has been demanded in writing (including in any invoice) for at least 30 days. This Lease is a net lease and is noncancelable during its Term (except as expressly provided in this Lease). During the Term, Lessee’s obligation to pay Rental Payments and other amounts under this Lease shall be, except to the limited extent provided for in Section 23, absolute and unconditional and not subject to abatement, reduction, offset, recoupment, crossclaim, counterclaim, or any other defense whatsoever, arising under this Lease or otherwise, or against Lessor, Assignee, Seller, the Equipment’s manufacturer (‘Manufacturer’), or any other person. However, the foregoing does not limit Lessee’s enforcement of rights against Lessor in a separate action at law.

6. Lessee’s End of Term Options. At the end of the Term, Lessee has the right, but not the obligation, to exercise one of these options, but only if Lessee gives irrevocable notice to Lessor unequivocally electing one of these options (‘Exercise Notice’) and the Exercise Notice is received by Lessor at least 90 days before the end of the Term:

(a)	Purchase Option. If no Event of Default is continuing at the time Lessor receives the Exercise Notice or at the end of the Term, Lessee may purchase all of the Equipment in which case: Lessee will, on the last day of the Term, pay Lessor the Fair Market Value of the Equipment determined as of the date of the Exercise Notice, and all applicable Taxes; Lessee will make all other payments required during the remainder of the Term; and, at the end of the Term, this Lease will terminate and Lessee will be entitled to Lessor’s interest in the Equipment.
(b)	Renewal Option. If no Event of Default is continuing at the time Lessor receives the Exercise Notice or at the end of the Term and Lessor determines that no material adverse change in Lessee’s business or financial condition has occurred since the Acceptance Date, Lessee may renew the Term for a Renewal Term of 6 months or more as specified in the Exercise Notice in which case: the Rental Payment will be the Fair Market Value of all of the Equipment for the Renewal Term; the parties will enter into a Lease supplement confirming the applicable Rental Payment and Renewal Term; and all other provisions of this Lease will continue to apply (but the failure of the parties to enter into such a supplement will not condition or affect Lessee’s obligations during the Renewal Term).
(c)	Return Option. Lessee may return all of the Equipment, in which case Lessee will return the Equipment to Lessor in accordance with Section 16 within 10 days of the last day of the Term.

If one of the foregoing options is not exercised, the Term will automatically extend for successive 3-month Renewal Terms in which case Lessee will continue to pay Lessor rent at the rate of the periodic Rental Payment previously in effect (or, if the Rental Payments for the Base Term or Renewal Term previously in effect were not constant for all whole Rental Periods, at the rate of the sum of such Rental Payments divided by the number of Rental Periods) (the ‘Previously Effective Rental Rate’); and all other provisions of this Lease will continue to apply. Lessor may terminate any such automatic Renewal Term upon at least 10 days’ notice in which case the Term will terminate on the date specified in such notice, and Lessee will return the Equipment to Lessor in accordance with Section 16 within 10 days of that date. Lessee’s purchase, renewal, and return options and the automatic renewal provisions provided for in this section apply at the end of the Initial Term and all optional or automatic Renewal Terms. If Lessee fails to comply with the terms of any of the foregoing options elected by it, Lessor may in its absolute discretion elect to terminate the Exercise Notice in which case the automatic renewal provision set forth above will apply as if no Exercise Notice were given, or Lessor may proceed as otherwise permitted by this Lease, including exercising the remedies provided for in this Lease or at law. The foregoing applies following the noncompliance with any of the foregoing options notwithstanding the execution or entry into of any Lease supplement, bill of sale, purchase agreement, confirmation, or other documentation memorializing and/or confirming the exercise of the option or the terms of the exercise.

7. Taxes. Lessee will pay Lessor (or pay directly to the applicable taxing authority if instructed in writing by Lessor) all taxes, fees, and assessments that may be imposed by any governmental entity or taxing authority on the Rental Payments or the Equipment or Soft Cost Items, or their purchase (by Lessee or Lessor), ownership, delivery, return, possession, operation, sale (by Lessor to Lessee), or rental, whether imposed on Lessor or Lessee or any of their affiliates or the Equipment, any Soft Cost Item, this Agreement, the Schedule, or any related instrument (‘Taxes’). Taxes include all license and registration fees, environmental fees, and all sales, use, personal property, and other taxes

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and governmental charges, together with any penalties, fines and interest thereon (except to the extent resulting from Lessor’s negligence or willful misconduct), that may be imposed during the Term or Possession Period (as defined in Section 10) or after the Term or Possession Period and relating to events or conditions occurring or existing during the Term or Possession Period. Lessee will not be liable for: Taxes imposed on or measured by Lessor’s net income or tax preference items; state business activity taxes in lieu of a net income tax (e.g., Michigan Single Business Tax or Washington Business & Occupation Tax); or Lessor’s corporate franchise or net worth taxes. If Lessee is required by law or administrative practice to make any report or return with respect to Taxes, Lessee will promptly give Lessor notice and cooperate with Lessor to ensure that such action is properly made and Lessor’s interests accurately reflected. Lessor has no obligation to contest or preserve any right to contest Taxes. However, Lessee may contest Taxes in its own name and at its own expense so long as, in Lessor’s opinion, the contest will not result in an encumbrance on any Equipment or otherwise jeopardize Lessor’s rights or interests in any Equipment.

8. Covenants. Lessee will during the Term: (a) maintain the Equipment in good working order and condition, in accordance with the Manufacturer’s recommended engineering and maintenance standards, and, except for personal computers, at the Manufacturer’s current or minimum engineering change levels; (b) use the Equipment only in connection with its business operations and for the purposes for which it was designed and in compliance with all applicable Manufacturer operating standards; (c) Lessee may remove the Equipment from the Equipment Location only to another of its business locations within the continental United States and only if it notifies Lessor of the removal within 30 days thereafter (however mobile computers such as laptops may be temporarily removed from the Equipment Location without complying with the foregoing if they remain domiciled at the Equipment Location); (d) affix to the Equipment any labels Lessor may supply stating the Equipment is owned by Lessor; (e) except for personal computers, keep in effect a prime-shift maintenance contract for the Equipment, if generally available, with the Manufacturer or another party acceptable to Lessor; (f) make all alterations or additions to the Equipment that may be required (or supplied at no cost or under a maintenance agreement) by the Manufacturer or other maintenance provider or which are otherwise legally required; (g) make no other alterations or additions to the Equipment except additions that: do not impair the value or performance of the Equipment, are readily removable without damage to the Equipment, and do not result in an encumbrance on the Equipment; (h) comply with all laws and regulations applicable to or affecting this Lease, the Equipment, or Lessee, including maintaining all required insurance and obtaining all governmental permissions necessary for it to so comply or that may be required of Lessor in so complying, and including occupational safety and employment laws and laws relating to hazardous materials and the environment; (i) furnish Lessor with its certified or audited financial statements (at any time that its current financial statements are not readily available on the internet through a free governmental website), and Lessee represents and warrants that all such financial statements or other financial information will be prepared in accordance with generally accepted accounting principles and accurately present Lessee’s financial position as of the dates given; (j) furnish Lessor with resolutions, certifications of the names, titles, signatures, and authority of those persons executing Lease documents on behalf of Lessee, and such other information and documents as Lessor may reasonably request; (k) not permit the Equipment to become an accession, a fixture, or real property; (1) upon reasonable prior notice permit Lessor to inspect the Equipment and Lessee’s applicable maintenance agreements and records at any reasonable time (subject to Lessee’s usual, reasonable security procedures); (m) promptly notify Lessor of: any change in Lessee’s name; and any change in the location of Lessee’s chief executive office; and (n) ensure that neither Lessee nor its successors or assigns is a tax-exempt entity (as described in the Internal Revenue Code) at any time during the Term or the five years preceding the Term.

9. Title to Equipment. The Equipment will remain the personal property of Lessor even if physically attached to real property. Lessee will keep the Equipment free of encumbrances (other than this Lease or encumbrances created by Lessor or Assignee). Before the Acceptance Date if requested by Lessor, and from time to time within 30 days of any request by Lessor, Lessee will provide a written waiver of any claim to the Equipment by any person having an interest in the real property where the Equipment is located. Lessee has no right or interest in the Equipment except that set forth in this Lease.

10. Risk of Loss. From delivery of the Equipment to a carrier for shipment to Lessee until the Equipment is returned to and received by Lessor (‘Possession Period’), Lessee bears the entire risk of whole or partial loss, theft, destruction or damage to the Equipment from any cause whatsoever, or requisition of the Equipment by any governmental entity, or the taking of the Equipment by eminent domain or otherwise (collectively, ‘Loss’). Lessee will give Lessor notice within 10 days of any Loss (‘Loss Notice’). Except as provided in this section, no Loss will condition, reduce, or relieve Lessee’s Lease obligations, including its obligation to pay Rental Payments in full. If any Equipment is damaged but can be economically repaired, Lessee will immediately place the Equipment in good working order and condition. Upon the occurrence of any other kind of Loss, or if Lessee does not place the Equipment in good working order and condition within 30 days of any economically repairable damage, Lessee will upon Lessor’s demand pay Lessor the Casualty Value (as defined in Section 19), calculated by Lessor as of the date of Loss; upon Lessor’s receipt of the Casualty Value, plus all other amounts that are or become due under this Lease, this Lease will terminate and Lessee will be entitled to Lessor’s interest in the Equipment.

11. Insurance. Lessee will at its expense during the Possession Period maintain: (a) insurance against the loss, theft, or damage to the Equipment for its full replacement value, naming Lessor as loss payee; and (b) public liability and third party property damage insurance in the amount of $1,000,000 or such other amount as may be requested by Lessor, naming Lessor as an additional insured. Such insurance shall be reasonably satisfactory to Lessor; shall contain the insurer’s agreement to give Lessor 30 days’ written notice before any cancellation or material change; shall be payable to Lessor regardless of any act, omission or breach by Lessee; and shall provide for commercially reasonable deductibles satisfactory to Lessor. Lessee will provide Lessor with certificates of such insurance effective for the entire Term. Any insurance proceeds of such insurance received by Lessor or Assignee in respect of events with respect to which Lessee has concurrent Lease obligations (including obligations under Sections 10 or 15) will be applied by Lessor to those obligations.

12. Assignment of Warranties. Lessee is entitled under the Uniform Commercial Code—Leases (Article 2A) to the promises and warranties provided to Lessor by Seller or any third party in connection with the Equipment. Lessor assigns to Lessee, during the Term, so long as no Event of Default is continuing, any assignable representations, warranties, and promises made by Seller or Manufacturer or any other third party in connection with the Equipment, but any claims arising therefrom may only be pursued by Lessee in its own name. Lessor will reasonably cooperate with Lessee, at Lessee’s request and expense, in pursuing any such claims and obtaining for Lessee the benefit of all such rights. Lessee may communicate with Seller or any third party and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations thereon or on any remedies.

13. Disclaimers and Limitations. As to Lessor, Lessee leases the Equipment and finances the Soft Cost Items As-Is, Where-Is, and on a nonrecourse basis. Whenever Lessee is entitled to Lessor’s interest in any Equipment, Lessor will assign such Equipment As-Is, Where-Is, except that Lessor will warrant the absence of any encumbrances by, through, or under Lessor. Lessor disclaims any other representation or warranty, including with respect to the design, compliance with specifications, durability, quality, operation, or condition of the Equipment or Soft Cost Items, title, the merchantability of the Equipment or Soft Cost Items, the fitness of the Equipment or Soft Cost Items for particular purposes, status of this Lease for tax or accounting classification purposes, or issues regarding patent, trademark, or copyright infringement or the like. Lessor will not be considered to have made any statement, representation, warranty, or promise made by Seller, and neither Seller nor Lessor shall be considered to be an agent of the other. Lessor will have no liability to Lessee, or its customers, or any other persons, for damages or specific performance arising out of this Lease or concerning any Equipment or Soft Cost Items, including direct, indirect, special, or consequential damages, or damages based on strict or absolute tort liability. However, Lessor shall remain liable to Lessee, in a separate

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action at law, for direct damages resulting from Lessor’s negligence, willful misconduct, or breach of Lease. This Lease is intended to be a finance lease as defined in the Uniform Commercial Code—Leases (Article 2A) and to be governed solely by its terms. This Lease, the parties’ performance of this Lease, and their other actions relating to this Lease are to be considered so as to give the fullest possible effect to such intent. To the extent permitted by law, Lessee and Lessor agree that this Lease shall be treated as a finance lease. This section does not affect Lessee’s rights against persons other than Lessor, including Seller and Manufacturer.

14. Lessee Warranties. Lessee represents and warrants, each time it executes a Schedule or Acceptance Certificate, that: (a) Lessee is duly organized and in good standing under applicable law in the jurisdictions of its organization and domicile and in which Equipment may be located with full power and authority to enter into this Lease; (b) this Lease is enforceable against Lessee in accordance with its terms, subject to laws of general application affecting creditors’ rights generally, and does not breach or create a default under any instrument or agreement binding on Lessee; (c) no proceedings exist before any court or administrative agency that would have a material adverse effect on Lessee, this Lease, or the Equipment, nor has Lessee been threatened, in writing, with any such proceedings; (d) the financial statements and other financial information made available by Lessee have been prepared in accordance with generally accepted accounting principles and accurately present Lessee’s financial position as of the dates given; and (e) Lessee’s chief executive office is located at its address specified in this Lease.

15. Indemnity. Lessee will indemnify Lessor against and hold Lessor harmless from all liabilities, damages, Taxes, losses (including losses of tax benefits), penalties, expenses (including legal fees and disbursements and costs), claims, actions, and suits, whether based on a theory of strict liability or statutory or regulatory liability of Lessor or otherwise (collectively, ‘Claims’), directly or indirectly relating to the operation, selection, manufacture, purchase (by Lessee or Lessor), ownership (for strict liability in tort or for statutory or regulatory liability), leasing, possession, maintenance, delivery, return, or sale (by Lessor to Lessee) of the Equipment, or the selection, licensing, provision, return or relinquishment, obtaining, use, creation, or ownership of Soft Cost Items, including Claims relating to: (a) the condition of any Equipment arising or existing during the Possession Period, including undiscoverable defects; (b) infringement by Lessee or the Equipment or Soft Cost Items of any patent, trademark, copyright, or other intellectual property rights of any person; and (c) Lessee’s contest of Taxes or Lessor’s contest of Taxes at Lessee’s behest. However, Lessee will not be liable to a person (including Lessor or Assignee) pursuant to the foregoing for any Claims to the extent resulting from that person’s negligence or willful misconduct or breach of Lease (but this limitation does not limit Lessee’s liability to any other person for any Claims).

16. Surrender of Equipment. Whenever Lessee is required or permitted to return Equipment, Lessee will (or, at Lessor’s request, Lessee will have the Manufacturer or another party acceptable to Lessor), at Lessee’s expense, deinstall, inspect, and properly pack the Equipment, and return the Equipment to Lessor by such common carrier as Lessor may specify, to a destination within the continental United States of America specified by Lessor, accompanied by the relocation inventory or similar form completed by the deinstaller. However, if the return destination is more than 1,000 miles from the original or final Equipment Location (whichever is closer to the return destination), Lessee’s freight expense in returning the Equipment shall be limited to the amount that would be incurred if the return destination were within such a distance. Lessor is not required to accept any return of Equipment more than one month before the end of the Term. Any return of Equipment accepted by Lessor releases Lessee of its leasehold rights and possessory interest in the Equipment, but will not otherwise constitute a termination of the Term or this Lease or Lessee’s related obligations. When received by Lessor, the Equipment shall be in good working order, cosmetically good, and in the same condition as when shipped to Lessee, reasonable wear and tear excepted, and, except for personal computers, at the Manufacturer’s minimum acceptable and current engineering level, and certified by the Manufacturer as eligible for the Manufacturer’s generally available maintenance contract at then prevailing rates without the need for Lessor to incur any repair, rehabilitation, or certification expense (‘Maintenance Certified’). Lessee will be liable to Lessor for all expenses Lessor incurs or would incur in placing the Equipment in the condition required by this Lease (whether or not Lessor actually does place the Equipment in such condition), up to the Fair Market Value of the Equipment. Any additions to the Equipment not removed before return shall become Lessor’s exclusive property (lien free) or, at Lessor’s option and Lessee’s expense, removed and returned to Lessee or sold, destroyed, or otherwise disposed of, all without liability to Lessee, and the Equipment restored to its original condition.

          For personal computers, Lessee shall have the option, when returning Equipment at or after the end of the Base Term, in lieu of any complete system of original Equipment it would otherwise be required to return (‘Original Equipment’), of returning a comparable complete system of substitute equipment, which: is owned by Lessee free of encumbrances; was acquired by Lessee in the ordinary course of business and not for purposes of being substitute equipment under this Lease; is of the same model, manufacturer, configuration, and value (as determined by Lessor) as the Original Equipment; and is in the condition required by this Lease for the return of Original Equipment (‘Substitute Equipment’). In order to exercise this option, Lessee must in the Exercise Notice given under Section 6 state that it is returning Substitute Equipment and identify (by equipment type and serial number) both the Substitute Equipment being returned and the Original Equipment being substituted for. Upon the return by Lessee of any equipment as Substitute Equipment under this Lease, Lessee represents and warrants that: Lessor shall have good and marketable title to the Substitute Equipment, free of encumbrances; and such equipment shall satisfy the requirements of being Substitute Equipment under this Lease. Upon the return of Substitute Equipment in compliance with the terms of this paragraph. Lessee shall be entitled to Lessor’s interest in the Original Equipment.

17. Default. It is an ‘Event of Default’ under this Agreement and all Schedules if: (a) Lessee fails to pay any Rental Payment or other amount within 10 days after its due date_; (b) Lessee’s failure to observe any provision of this Lease continues for 30 days after notice; (c) a representation or warranty or statement made by Lessee in this Lease or in any other instrument provided by Lessee is incorrect in any material respect when made; (d) unless expressly permitted by this Lease, Lessee relocates the Equipment or purports to assign or sublet any interest in the Equipment or this Lease; (e) the Equipment is levied against, seized, or attached; (f) Lessee makes an assignment for the benefit of creditors, or becomes insolvent, or is the subject of a petition or proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency, or receivership law, or Lessee seeks to effectuate a bulk sale of its inventory, equipment, or assets, or any action is taken with a view to Lessee’s termination or the termination of its business, and, if any of the foregoing events is not voluntary, it continues for 60 days; or (g) any guarantor of this Lease dies or is the subject of an event of the types listed in clause (f) or breaches or defaults under the guaranty.

18. Remedies. If an Event of Default is continuing, or if at any time previously Lessor has with or without notice to Lessee declared the occurrence of an Event of Default under this Agreement or any Schedule, Lessor may in its absolute discretion exercise any one or more of these remedies: (a) terminate this Lease; (b) take possession of, or render unusable, any Equipment wherever located, without notice or process of law (but without breaching the peace and subject to any applicable law), and without liability for damages occasioned by such action (except for direct damages to the extent caused by Lessor’s negligence or willful misconduct), and no such action will constitute a termination of this Lease, all as though Lessee had failed to surrender the Equipment when required to do so; (c) require Lessee to return the Equipment to a location designated by Lessor in accordance with Section 16 and there surrender control of the Equipment to Lessor pursuant to Section 16 as though the Term had expired (and such actions will not constitute a termination of this Lease); (d) declare all or, in one or more declarations, any portion of the Casualty Value (as defined in Section 19), calculated by Lessor as of the date of the declaration, due and payable, and: (i) upon Lessor’s full receipt of the entire Casualty Value, plus all other amounts that are or become due under this Lease, this Lease will terminate and Lessee will be entitled to Lessor’s interest in the Equipment, and (ii) upon a declaration of the entire Casualty Value or Remaining Rental Payments (as defined in Section 19) being due and payable, any later Rental Payments coming due under this Lease before the then effective expiration date of the Term shall cease; (e)

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proceed by court action to enforce performance by Lessee of this Lease and/or to recover all damages and expenses suffered by Lessor as a consequence of any Event of Default; or (f) exercise any other right or remedy available at law or in equity. Lessee will also reimburse Lessor for all expenses (including legal fees and disbursements and costs and fees of collection agencies) incurred by Lessor in enforcing this Lease. Lessor’s sole obligation to mitigate its damages is that if it repossesses any Equipment pursuant to this section Lessor will lease, sell, or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice, and at public or private sale, and apply the net proceeds (after deducting all expenses of disposition), if any, to the amounts owed to Lessor; but Lessee will remain liable to Lessor for any deficiency that remains after any such disposition. With respect to any notice of sale required by law, 10 days’ notice is reasonable notice. The remedies provided in this Lease are in addition to all other rights or remedies now or hereafter existing under this Lease, or at law or in equity, and may be enforced concurrently therewith, and from time to time.

19. Casualty Value. Lessor may become entitled to the Casualty Value, which shall be Lessor’s anticipated benefit of its bargain and profit from this Lease transaction (to which it will specifically be entitled). The Casualty Value, as stipulated to herein, includes amounts attributed by the parties to (and a loss to Lessor upon a Loss or Event of Default is dependent in part upon) unpaid Rental Payments to become due, the Lessor’s Basis (defined as the original cost of the Equipment) and Soft Cost Items to Lessor, the unrealized anticipated value of the Equipment to Lessor, the future observance by Lessee of its nonrental Lease obligations for the benefit of Lessor for the Term and then only to the extent that Lessor continues to own the Equipment, and Lessor’s minimum anticipated proceeds from the future retail sale or lease of the Equipment to Lessee or another customer. The parties agree that the Casualty Value will, as liquidated damages and not as a penalty, be the following (together with related Taxes): Calculated by a separate document executed at the time of the Schedule which provides a month by month Table displaying the percentage of the Lessor’s Basis as the amount of the Casualty Value for the respective month.

20. Assignment By Lessor. Lessor may unqualifiedly assign this Lease or any Equipment, in whole or in part, including granting or assigning any encumbrance or other interest in this Lease or any Equipment, without notice to or consent of Lessee, to any person (‘Assignee’). No assignment will relieve Lessor of its Lease obligations. Lessee and Lessor acknowledge that any such assignment will not materially change Lessee’s or Lessor’s obligations under this Lease. If Lessor notifies Lessee of an assignment, Lessee will: (a) unless otherwise directed, absolutely and unconditionally pay all amounts due under this Lease to Assignee without abatement, reduction, offset, recoupment, crossclaim, counterclaim, or any other defense whatsoever; (b) not permit this Lease to be amended or any of its terms waived without the written consent of Assignee; (c) not require Assignee to perform any obligations of Lessor other than the warranty of quiet enjoyment provided for in Section 23 and any other obligations expressly assumed by the Assignee in writing; and (d) execute such acknowledgments of assignment as may be reasonably requested by Lessor. Assignee will be entitled to all of Lessor’s rights, powers, and privileges under this Lease to the extent of the assignment, including the right to make further assignments. Assignee will not be liable for Lessor’s negligence or willful misconduct or breach of Lease, nor will any action or inaction by Lessor affect the obligations of Lessee to Assignee under this Lease. Lessor may provide copies of this Lease or related documents or information concerning Lessee and its obligations thereunder to any Assignee or other person.

21. Assignment By Lessee. Lessee cannot assign any interest in this Lease or assign or sublet any interest in Equipment without the prior written consent of the Lessor (not to be unreasonably withheld). No assignment or sublease by Lessee will discharge or diminish Lessee’s obligations, and Lessee will continue to be primarily, absolutely, unconditionally, and independently liable for the full and prompt observance of all of its obligations under this Lease following any such assignment or sublease.

22. Counterparts; Financing Statements. This Agreement and any Schedule may be executed in one or more counterparts. If there is only one such counterpart, it will be the ‘Original,’ otherwise, one such counterpart will be marked as and be the ‘Original’ and any other counterparts will be marked as and be ‘Duplicates.’ No security interest in this Lease, if it constitutes chattel paper, as defined in the Uniform Commercial Code—Secured Transactions (Article 9) or analogous legislation in effect in any relevant jurisdiction (‘Secured Transactions Law’), may be created except through the transfer or possession of the Original of the Schedule together with a photocopy of this Agreement. Unless Lessee has the right to acquire Lessor’s interest in the Equipment at the end of the Term for nominal or no consideration, the parties intend this Lease to be a true lease and not one intended merely for security. However, to the extent this Lease does creates a security interest, such security interest is a purchase money security interest (as the terms ‘security interest’ and ‘purchase money security interest’ are used in the Secured Transactions Law) in the Equipment and any proceeds thereof. Lessee authorizes Lessor and its agents to file financing statements to give public notice of Lessor’s interest in the Equipment and any proceeds thereof or any other items Lessor anticipates may be leased by Lessor to Lessee, whether or not a Schedule therefor has been executed, but Lessor will terminate or amend any financing statement covering items not leased. at Lessee’s request and Lessor’s expense.

23. Quiet Enjoyment. So long as no Event of Default is continuing, Lessor will not interfere with Lessee’s quiet enjoyment of the Equipment. If a failure by Lessor to materially observe the foregoing warranty of quiet enjoyment continues for 10 days after notice, Lessee may in its absolute discretion exercise any one or more of the following remedies (which shall be its exclusive remedies for such failure): (a) by notice terminate this Lease (including its obligation to pay Rental Payments) as it relates to such Equipment; or (b) proceed in a separate court action at law to recover all direct damages suffered by Lessee resulting from such failure.

24. Fair Market Value. ‘Fair Market Value’ is the price or rent, as applicable, that would be obtained at arm’s length between informed and willing parties, neither under compulsion to contract, for the sale or lease of Equipment assuming the Equipment is: in installed, continued, and uninterrupted use by the buyer or lessee; in the condition required by this Lease and, except for personal computers, Maintenance Certified (as defined in Section 16); and being sold with the software necessary for its use. Fair Market Value will be determined by Lessor, but if Lessee objects in writing to Lessor’s determination within 10 days after Lessor communicates its determination to Lessee’s representative in writing or by email, then Fair Market Value will at Lessee’s expense be determined by an independent appraiser selected by Lessor and reasonably satisfactory to Lessee.

25. Late Performance; Interest Limitations. Amounts due under this Lease (including Rental Payments and Casualty Value and other payments demanded or declared to be due or otherwise due or reimbursable) that are not paid within 10 days of their due date or demand will bear interest, payable upon demand, at the rate of 1% per month (12% per annum), or such lesser rate as may be the maximum legal rate, from their due dates. Whenever any Equipment is required to be returned to Lessor but is not returned to Lessor by the date required, in addition to all of Lessor’s other rights and remedies hereunder, Lessee shall pay to Lessor rent for the period after the end of the Term through the date of Lessor’s receipt of the Equipment at the Previously Effective Rental Rate (as defined in Section 6). If any payments required to be made under this Lease would otherwise be considered the collection of interest in excess of the maximum amount permitted by applicable law: Lessee will not be obligated to pay the excess; any excess which may have been collected will be credited to Lessee’s other obligations to Lessor or refunded; and this Lease will be considered to have been amended so as to eliminate Lessee’s obligation to pay such excess.

26. Prorations. Rental Payments for Rental Periods not consisting of a whole calendar month or a whole calendar quarter or another whole calendar period, as applicable, will be prorated on the basis of a 360-day year comprised of four 90-day quarters and twelve 30-day months.

27. Present Value. ‘Present Value’ is the present value of the amount in question discounted to the date present value is to be determined at two-thirds of the annualized daily prime rate of interest, as described in Federal Reserve Statistical Release 11.15 — Selected Interest Rates (available, for example, at http://www.federalreserve.gov/Releases/H15/data.htm), or any successor publication of the US Federal Reserve System, for either the last day of the complete week most recently reported on the date of determination, or the Base Term Commencement Date, whichever is less, but if there is no such publication, the lowest prime rate published in The

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Wall Street Journal for either of such dates, compounded with the same periodicity as the Rental Period.

28. Further Assurances. Lessee will promptly execute such documents and take such further action as Lessor may from time to time reasonably request in order to carry out the intent of this Lease or protect or perfect the rights, interests, and remedies of Lessor reasonably intended to be created thereunder.

29. Notices. Notices under this Lease shall be in writing and conclusively deemed to have been received by the receiving party: on the 5th business day after being sent by first class mail, postage prepaid; or on the business day when sent by confirming fax; or if sent by overnight or express domestic or international courier, on the next business day or other business day warranted by the courier for delivery; or when given in person; and in all such cases notice shall be directed to a party at its address set forth this Lease, or at such other address as a party may notify the other from time to time as its address for notice. Notices not sent in accordance with the foregoing will only be effective if and when the writing is actually received by the receiving party at its address for notice.

30. Interpretation. Terms of inclusion mean inclusion without limitation. Time is of the essence. The provisions of this Lease will survive its termination, and any return or sale of Equipment, and remain in full force and effect with respect to events or conditions occurring or existing during (or fairly attributable to) the Term or Possession Period. Any waiver or failure of a party to require strict observance of this Lease, will not constitute a waiver of any other breach of the same or any other provision of the same Lease or any other lease. This Lease will not be binding upon a party until executed by the party. This Lease cannot be amended except in an instrument executed by both parties. This Lease binds and benefits the parties’ successors and permitted assigns.

31. Soft Cost Items. The Equipment may contain software in which the parties have no ownership or other proprietary rights. Where required by a software owner or manufacturer or the Seller of other Soft Cost Items, Lessee will enter into a license or other agreement for the use of the software and the provision of the Soft Cost Items. Any such agreement will be separate and distinct from this Lease, and Lessor will have no rights or obligations thereunder unless otherwise agreed by it in writing. Any rent attributable to Lessor’s financing of Soft Cost Items will be paid under this Lease as rent subject to the provisions of Section 5 regardless of Lessee’s dissatisfaction with, or the failure or quality of, the Soft Cost Items. Lessee acknowledges that all Soft Cost Items are provided directly to Lessee by Seller, and not by Lessor, regardless of: anything to the contrary in this Lease; the listing of a Soft Cost Item in this Lease or any purchase agreement, purchase assignment agreement, or other agreement entered into by Lessor (and any such agreement, to the extent entered into by Lessor and relating to Soft Cost Items, shall be solely for the benefit of the Lessee); any characterization by the parties of a Soft Cost Item as ‘Equipment’ in this Lease or any related document.

32. Facsimiles. In any proceeding relating to this Lease, a party may produce a reliably made facsimile of an instrument rather than the original and such facsimile will be considered the original. Each party acknowledges that it has received and reviewed all of the pages of this Agreement and that none of its provisions are missing or illegible.

33. Applicable Law. This Lease is governed by New Jersey law without regard to conflicts of law principles. A provision of this Lease that is or becomes invalid will be ineffective only to the extent of the invalidity, without affecting the remainder of such provision or this Lease. The parties consent to the jurisdiction of the local, state, and federal courts located within New Jersey. The parties waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such courts. The parties irrevocably waive all right to trial by jury in any proceeding between them relating to this Lease or the Equipment.

If this Agreement was transmitted to Lessee for signature in electronic format, Lessee represents and warrants to Lessor that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Agreement and all Schedules is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. Lessee acknowledges receipt of a true copy of this Agreement. This Lease constitutes the entire agreement of the parties relating to the leasing of the Equipment.

Athenahealth, Inc.		CIT Technologies Corporation (Lessor)
(Lessee)
By:	/s/ Jonathan Bush	By:	/s/ Jennifer E. Gordon
Name/Title:	Jonathan Bush, CEO	Name/Title:	Jennifer E. Gordon, Contracts Supervisor
Date:	6/28/07	Date:	7/5/07

Page 5 of 5

MELA V (Rev. 1/11/05)

Leaseline Rider
to the Master Equipment Lease Agreement
dated June 1, 2007

Lessee:	ATHENAHEALTH, INC.	Lessor:	CIT Technologies Corporation
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

1. Leaselines. This Leaseline Rider is incorporated into the Master Equipment Lease Agreement referenced above (“Agreement”) and applies to Schedules expressly subject to this Leaseline Rider or otherwise denominated as “leaseline” Schedules or including “LL” as part of the Schedule number (“Leaseline Schedules”). The Leaseline Schedule and the Agreement and this Leaseline Rider, as applicable thereto, are the “Leaseline.” Terms used in this Leaseline Rider without definition are defined in the Agreement or Leaseline Schedule. The Leaseline provides for the streamlined acquisition and leasing of a variety of items of Equipment the particulars of which are unknown or unspecified at the time the Leaseline is entered into. Inconsistencies in a Leaseline shall be resolved with first priority given to the Leaseline Schedule, second priority given to this Leaseline Rider, and lowest priority to the Agreement.

2. Equipment. The Equipment to be leased under a Leaseline is the equipment accepted by Lessee under the Leaseline that qualifies for the Hardware Lease Rate Factor as stated in the Leaseline (“Qualifying Equipment”) and any other equipment which Lessor may in its sole discretion determine to lease as qualifying for the Software Lease Rate Factor (“Nonqualifying Equipment”). Lessor may also in its sole discretion determine to finance the costs of Software, maintenance, services, taxes, and other items (“Soft Costs”) as qualifying for the Software Lease Rate Factor in which case the terms of the Lease and related documents shall apply thereto as if the Soft Cost items were Equipment except that the parties’ obligations relating to ownership of Equipment shall not apply to Soft Cost items. Nonqualifying Equipment and Soft Cost items shall only be deemed to be leased upon Lessor’s written agreement to lease and the inclusion of the cost of such items in the Lessor’s Basis.

3. Acceptance Invoices. In addition to the Acceptance Certificates permitted by the Agreement, Lessee may from time to time submit to Lessor, and Lessor will accept, Acceptance Certificates in the form of Seller invoices which have been signed and dated with the Acceptance Date by the Lessee and which adequately describe the Equipment (including serial numbers where applicable) and the delivery location specified therein shall be the Equipment Location (“Acceptance Invoices”). If Lessee does not specify the Acceptance Date next to its signature, the Acceptance Date shall be the date of the Acceptance Invoice. By executing and delivering an Acceptance Invoice to Lessor, Lessee represents and warrants that it has selected the Equipment and the Seller specified thereon and has irrevocably accepted the Equipment described thereon under lease. If there is more than one Leaseline to which an Acceptance Invoice may serve as an Acceptance Certificate, the Acceptance Invoice shall be deemed delivered with respect to, and the Equipment thereon shall be leased under, the Leaseline determined by Lessor.

4. Equipment Acquisition. Lessee will order all Equipment. Lessor will purchase from Seller, for lease to Lessee, the items shown in the Acceptance Certificates if: (a) the items specified are Qualifying Equipment, or Nonqualifying Equipment or Soft Cost items Lessor determines in its sole discretion to lease; and (b) the invoice is issued in the name of Lessor, or in the name of Lessee and Lessee and Seller have executed an assignment relating thereto acceptable to Lessor. Lessor will have no obligation to pay Seller the purchase price for the Equipment before 30 days from the Acceptance Date, or 15 days from the date the conditions specified above are satisfied, or the date the conditions set forth in Section 2 of the Agreement are satisfied, whichever is latest. The Outside Acceptance Date of a Leaseline is the last day of the Acquisition Period.

5. Adjustments. The Lease Rate Factors set forth in a Leaseline assume: (a) all Acceptance Dates occur within the Acquisition Period; (b) Lessor receives all Acceptance Certificates within 15 days of the end of the Acquisition Period; and (c) Soft Costs do not exceed 35% of the total Lessor’s Basis (or such other limiting percentage as may be specified in the Leaseline, as the case may be, “Maximum Soft Cost Percentage”). If any of the foregoing assumptions do not hold, Lessor may, in its sole discretion, either determine not to lease the items in question or to adjust the Lease Rate Factors in order to maintain an assumed economic yield which Lessor would have required for similar transactions.

6. Leaseline Maximum. Lessor shall not be obligated to lease any items if after taking account of all items previously leased or committed to be leased by Lessor the aggregate cost to Lessor would exceed the Leaseline Maximum. Items in excess of the Leaseline Maximum shall only be deemed leased under a Leaseline upon Lessor’s written agreement therefor and the inclusion of their cost in the Lessor’s Basis. Following the expiration of the Acquisition Period, if the total Lessor’s Basis under a Leaseline is less than $25,000, then Lessor may in its sole discretion extend the Acquisition Period (and correspondingly the Base Term Commencement Date and Outside Acceptance Date) for a period of up to three months and, except as provided in this section and Section 5, the terms and conditions of the Leaseline shall remain the same.

7. Leaseline Summary. Following the Acquisition Period, Lessee and Lessor will enter into a Leaseline Summary summarizing the Equipment, the Lessor’s Basis, the Acceptance Dates, and the Rental Payment (“Summary Terms”). Upon its execution, the Leaseline Summary shall be considered an amendment to the Leaseline, but the failure of the Leaseline Summary to be executed shall not be a condition to or otherwise affect the obligations of Lessee under the Leaseline. If within 10 days after Lessor sends a Leaseline Summary to Lessee for execution Lessee fails to (a) execute the Leaseline Summary, or (b) notify Lessor of any objection to the Leaseline Summary, then Lessor may execute the Leaseline Summary as Lessee’s agent, and Lessee shall thereupon be fully bound to the Summary Terms specified in the Leaseline Summary as so executed.

8. Items Not Leased. With respect to items which Lessor is not required to lease, and which Lessor determines not to lease (which it may do even if it has already paid Seller therefor), including, without limitation, with respect to Nonqualifying Equipment and Soft Costs in general as provided in Section 2, Soft Costs exceeding the Maximum Soft Cost Percentage as provided in Section 5; and items exceeding the Leaseline Maximum as provided in Section 6; (a) if Lessor has paid Seller any amounts relating to such items, Lessee shall, upon demand, reimburse Lessor for the amounts so paid, and Lessee shall be entitled to Lessor’s interest in such items, As-Is, Where-Is, except that Lessor will warrant the absence of any liens by, through, or under Lessor; and (b) if Lessee has paid any Rental Payments attributable to such items Lessor shall on demand refund the amounts so paid to Lessee.

9. Replacement Equipment. Except for Equipment substitutions expressly permitted by the Agreement, Lessee may only replace the Equipment leased under a Leaseline Schedule (“Original Equipment”) with Replacement Equipment (defined as equipment of identical model, manufacturer, and condition as the Original Equipment) as a result of a maintenance/warranty swap-out by the Equipment maintenance provider (“Swap-Out”) in accordance with this section. Any such replacement shall only be effective if the Replacement Equipment has been delivered to the Equipment Location, title to the Replacement Equipment has to the satisfaction of Lessor been conveyed (lien free) to Lessor, and Lessee has notified Lessor of the replacement (including the serial numbers of the Replacement Equipment) within 30 days of delivery to the Equipment Location. Thereupon, the Replacement Equipment shall become Equipment subject to all of the terms and conditions of this Agreement and Lessee shall be entitled to Lessor’s interest in the Original Equipment so replaced; otherwise Equipment which is the subject of a Swap-Out shall be deemed to have been lost and Section 10 of the Agreement shall apply.

ATHENAHEALTH, INC. (Lessee)		CIT Technologies Corporation (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title:	Carl Byers, CFO	Name/Title:	Jennifer E. Gordon, Contracts Supervisor
Date:	6/29/07	Date:	7/5/07

MELA V (Rev 1/11/05)

Leaseline Schedule No. LL-001
Dated June 1, 2007

Lessee:	ATHENAHEALTH, INC.	Lessor:	CIT TECHNOLOGIES CORPORATION
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition	Leaseline
Period	Maximum	Lease Rate Factors	Lessor’s Basis	Rental Payment
		Hardware: 0.02958       Software: 0.02958*
From June 25, 2007 through September 30, 2007	$600,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items. *See Special Term No. 5 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the first day of each Rental Period.	Base Term: 36 months.
	Base Term Commencement Date: October 1, 2007
Rental Period: Each calendar month during the Term.
Billing Address (if different from Lessee address stated above):

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	As Lessor will be acquiring certain of the Equipment from Lessee, Lessor’s obligations under this Schedule shall be contingent on the execution by Lessee of documentation satisfactory to Lessor providing for the purchase of the Equipment and receipt by Lessor of such other documentation as it may request, including, without limitation, vendor invoices, canceled checks, bills of sale, and other documentation describing the Equipment and the prices paid therefore by Lessee and/or evidencing Lessee’s title thereto.
3.	It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.
4.	Lessee shall maintain EBITDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000
The four-consecutive-fiscal-quarter period ending March 31, 2008	$	11,030,000
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

MELA V (Rev 1/11/05)

	Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization expenses, determined in accordance with GAAP; “Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP; and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.
5.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.032047, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
6.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
7.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor an amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

Athenahealth, Inc.		CIT Technologies Corporation (Lessor)
(Lessee)
By:	/s/ Jonathan Bush	By:	/s/ Jennifer E. Gordon
Name/Title:	Jonathan Bush, CEO	Name/Title:	Jennifer E. Gordon, Contracts Supervisor
Date:	6/28/07	Date:	7/5/07

Acceptance Certificate
for Leaseline Schedule No. LL-001

Lessee:	ATHENAHEALTH, INC.	Lessor:	CIT TECHNOLOGIES CORPORATION
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Acceptance Certificate is made by Lessee pursuant to the above-referenced Schedule (“Schedule”) between Lessee and Lessor, which incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. Capitalized terms used in this Acceptance Certificate without definition are defined in the Schedule.

Lessee certifies that: (a) the Equipment described or referred to in this Acceptance Certificate (“Accepted Equipment”) is located at the Equipment Location specified below and is fully installed; (b) Lessee has inspected the Accepted Equipment; (c) on the Acceptance Date specified below Lessee accepted the Accepted Equipment for all purposes of the Schedule, the Agreement, any purchase documents with Seller, and all related documents; and (d) no Default is continuing.

1.	The Accepted Equipment is all of the Equipment described in Exhibit A attached hereto and incorporated herein.
2.	Sellers:                                                Blue River Associates, Cambridge Computer, CDW, Data Management Products, Suburban                                                              Electric, Sugar CRM and USI
3.	Address for Billing (if different from Lessee’s address stated above):
4.	Equipment Location:	311 Arsenal Street
		Watertown, MA 02472
5.	Acceptance Date:	6/29/07	(Lessee to fill in.)

ATHENAHEALTH, INC. (Lessee)

By:	/s/ Carl Byers
Name/Title:	Carl Byers, CFO
Date:	6/29/07

EXHIBIT A
TO ACCEPTANCE CERTIFICATE NO. 1
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
BLUE RIVER ASSOCIATES	1222				DEVELOPMENT (MONTH OF MARCH 2007)		$	6,596.00	311 ARSENAL STREET WATERTOWN, MA 02472
					BUG-FIX		$	1,275.00
BLUE RIVER ASSOCIATES	1227				DEVELOPMENT (MONTH OF APRIL 2007)		$	1,275.00	311 ARSENAL STREET WATERTOWN, MA 02472
					BUG-FIX		$	2,677.50
CAMBRIDGE COMPUTER	43401		1	RS-1220-F4-5402E-0512-1	XYRATEX 12-BAY 4G FC TO SAS/SATA (3G) ARRAY		$	3,675.00	311 ARSENAL STREET WATERTOWN, MA 02472
			12	HS-500G72-SAT3-ES10-D1	500G SEAGATE ES10 SATA DRIVE			3480
			1	RS-1220-E3-XPN-1	12-BAY SAS TO SAS/SATA RAID EXPANSION			2231
			12	HS-500G72-SAT3-ES10-D1	500G SEAGATE ES10 SATA DRIVE		$	3,480.00
DATA MANAGEMENT PRODUCTS	12262		2	PROGRAMMING	DEVELOPMENT-ACCOUNT NUMBER KEYING AT BATCH LOGON-2 DAYS		$	2,800.00	311 ARSENAL STREET WATERTOWN, MA 02472
SUBURBAN ELECTRIC	9227				LEASEHOLD IMPROVEMENTS		$	3,725.00	311 ARSENAL STREET WATERTOWN, MA 02472
SUGARCRM INC.	INV06-12063		63		PS-ARCHITECT-HOURLY RATE-PHASE 4 (ATHENAHEALTH-004) SEPT HOURS		$	10,237.50	311 ARSENAL STREET WATERTOWN, MA 02472
			34		PS-ARCHITECT-HOURLY RATE-PHASE 4 (ATHENAHEALTH-004) OCT-DEC HOURS		$	5,525.00
USI	2510-76795				LABOR AND MATERIALS FOR MODIFICATIONS TO 3RD FLOOR DATA CENTER TO THE HVAC SYSTEMS AND EQUIPMENT		$	189,370.00	311 ARSENAL STREET WATERTOWN, MA 02472
CDW	FCH1091		1	88633SU	IBM X3850 7/2.67 2MB 2GB SAS	1S8863AC1KQNT981	$	7,199.24	580 WINTER STREET WALTHAM, MA 02451
			1	39R8729	IBM SERVERAID 8I SAS CTRL		$	415.00
			1	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT		$	250.00
			3	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2		$	4,350.00
			1	BURNIN. DIAGNOSTIC	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC		$	0.00
			1	73P9341	IBM REMOTE SUPERVISOR ADAPTER II	1S73P9341KQPK068	$	350.00
			1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	420.00

EXHIBIT A

TO ACCEPTANCE CERTIFICATE NO. 1
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO		PRICE	EQUIPMENT LOCATION
		3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	1,050.00
		1	ASSETTAGW/ INSTALL	CDW ASSET TAG W/INSTALL		$	0.00
		2	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	32.00
		3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	2,310.00
		2	40K1052	IBM SAS 73GB 10K HS HD	1S40K1052KQZPW92, 1S40K1052KQZPW94	$	727.28
CDW	FGP2888	2	88633SU	IBM X3850 7/2.67 2MB 2GB SAS	1S88633SUKQD3094, 1S88633SU99PB291	$	13,558.00	580 WINTER STREET WALTHAM, MA 02451
		4	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299M4519, 1S40K105299M4520, 1S40K105299M4526, 1S40K105299M4530	$	1,454.56
		2	39R8729	IBM SERVERAID 8I SAS CTRL		$	830.00
		2	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT		$	500.00
		6	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2		$	8,700.00
		2	BURNIN. DIAGNOSTIC	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC		$	0.00
		4	QLA2340-CK	QLOGIC PCIX HBA 2GB 1PT LC MMF	GFC0646R52651, RFC0616G59521, RFC0621K02005, RFC0644M50102	$	3,600.00
		2	73P9341	IBM REMOTE SUPERVISOR ADAPTER II	1S73P9341KQMR153, 1S73P9341KQXXG3H	$	700.00
		2	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	840.00
		6	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	2,100.00
		4	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	64.00
		6	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	4,620.00
		2	ASSETTAGW/ INSTALL	CDW ASSET TAG W/INSTALL		$	0.00
CDW	FGW5030	1	88633SU	IBM X3850 7/2.67 2MB 2GB SAS	1S8863AC199PB266	$	6,779.00	580 WINTER STREET WALTHAM, MA 02451
		2	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299M4521, 1S40K105299M4531	$	727.28
		1	39R8729	IBM SERVERAID 8I SAS CTRL		$	415.00

EXHIBIT A
TO ACCEPTANCE CERTIFICATE NO. 1
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT		$	250.00
			3	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2		$	4,350.00
			1	BURNIN. DIAGNOSTIC	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC		$	0.00
			2	QLA2340-CK	QLOGIC PCIX HBA 2GB 1PT LC MMF		$	1,800.00
			1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	420.00
			3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	1,050.00
			2	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	32.00
			3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	2,310.00
			1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	350.00
			1	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
				INSTALL
							$	308,900.36

BILL OF SALE

THIS BILL OF SALE MADE THIS 27TH DAY OF JUNE, 2007.

BETWEEN:

ATHENAHEALTH, INC.
311 Arsenal Street
Watertown, MA 02472

(the “Seller”)

AND:

CIT TECHNOLOGIES CORPORATION
2285 Franklin Road
Bloomfield Hills, MI 48302

(the “Buyer”)

The Seller, as beneficial owner, hereby sells, assigns and transfers to the Buyer, in consideration of payment by the Buyer to the Seller of Three Hundred Eight Thousand Nine Hundred and 36/100 Dollars ($308,900.36), net of all sales, goods and services and transfer taxes of any kind whatsoever, all of the Seller’s right, title and interest in and to the goods (the “Equipment”) described below:

		EQUIPMENT	MODEL/		SERIAL
QTY.	MFG.	TYPE	FEATURE	DESCRIPTION	NUMBER

SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN

IN CONSIDERATION of the recital and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Seller and the Buyer hereby agree as follows:

1. Buyer acknowledges and agrees that the purchase price will be paid by ordinary business check and that as a condition of payment of the purchase price, Buyer shall have received all of the following: (a) a fully executed copy of Leaseline Schedule No. LL-001 dated June 1, 2007 under the Master Equipment Lease Agreement dated June 1, 2007 between Buyer as Lessor and Seller as Lessee (the “Schedule”); (b) an executed commencement or acceptance certificate in a form acceptable to Lessor evidencing Lessee’s acceptance of the Equipment pursuant to the Schedule; (c) such other documents as Lessor may (in its sole discretion) require, including but not limited to Uniform Commercial Code financing statements, Certificates of Insurance, and Certificates of Incumbency and Authority, evidence of Seller’s ownership interest in the

Equipment including copies of Seller’s proof of payment to its vendor(s), vendor invoices identifying the Equipment, bills of sale, and other such documentation as Lessor may request.

2. The Seller has, prior to the execution and delivery of this Bill of Sale, good and marketable title to the Equipment, free and clear of all liens, claims, taxes, charges and encumbrances of any nature or kind whatsoever, and the Buyer will acquire such title upon the execution and delivery of this Bill of Sale.

3. The Seller is duly authorized and entitled to sell, assign and transfer to the Buyer the Equipment and all the right, title and interest of the Seller in and to the Equipment and, by the execution and delivery of this is Bill of Sale, the Seller absolutely, beneficially unconditionally sells, transfers, conveys, assigns and delivers all of its right, title and interest in and to the Equipment to the Buyer.

4. Seller will pay all sales, use, excise, or other transfer tax or charge imposed on the sale or transfer of the Equipment. However, Buyer represents that it is purchasing for resale and will provide Seller with a resale exemption certificate.

5. As of the date of this Bill of Sale, Seller assigns to Buyer its warranties on the Equipment and agrees to provide reasonable assistance, at Buyer’s expense, in enforcing those warranties.

6. The Seller and the Buyer shall do such acts and shall execute such further documents, and will cause the doing of such acts and the executions of such further documents by others, as the Buyer may in writing at any time and from time to time reasonably request be done or executed in order to give effect to this Bill of Sale.

7. This Agreement shall be governed by the laws of the State of New Jersey.

IN WITNESS WHEREOF, the Seller has hereby executed this Bill of Sale as of the date first above written.

SELLER: ATHENAHEALTH, INC.
By:	/s/ Carl Byers
Name/Title:	Carl Byers, CFO

EXHIBIT A
LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

OTY	ITEM NO	DESCRIPTION	SERIAL NO
		DEVELOPMENT (MONTH OF MARCH 2007)
		BUG-FIX
		DEVELOPMENT (MONTH OF APRIL 2007)
		BUG-FIX
1	RS-1220-F4-5402E- 0512-1	XYRATEX 12-BAY 4G FC TO SAS/SATA (3G) ARRAY
12	HS-500G72-SAT3- ES10-D1	500G SEAGATE ES10 SATA DRIVE
1	RS-1220-E3-XPN-I	12-BAY SAS TO SAS/SATA RAID EXPANSION
12	HS-500G72-SAT3- ES10-D1	500G SEAGATE ES10 SATA DRIVE
2	PROGRAMMING	DEVELOPMENT-ACCOUNT NUMBER KEYING
		AT BATCH LOGON-2 DAYS
		LEASEHOLD IMPROVEMENTS
63		PS-ARCHITECT-HOURLY RATE-PHASE 4
		(ATHENAHEALTH-004) SEPT HOURS
34		PS-ARCHITECT-HOURLY RATE-PHASE 4
		(ATHENAHEALTH-004) OCT-DEC HOURS
		LABOR AND MATERIALS FOR MODIFICATIONS
		TO 3RD FLOOR DATA CENTER TO THE HVAC
		SYSTEMS AND EQUIPMENT
1	88633SU	IBM X3850 712.67 2MB 2GB SAS	1S8863AC1KQNT981
1	39R8729	IBM SERVERAID 8I SAS CTRL
1	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT
3	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2
1	BURNIN. DIAGNOSTIC	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC
1	73P9341	IBM REMOTE SUPERVISOR ADAPTER II	1S73P9341KQPK068
1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM
3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD
1	ASSETTAGW/ INSTALL	CDW ASSET TAG W/INSTALL
2	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG
3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM
2	40K1052	IBM SAS 73GB 10K HS HD	1S40K1052KQZPW92,
			1S40K1052KQZPW94
2	88633SU	IBM X3850 712.67 2MB 2GB SAS	1S88633SUKQD3094,
			1S88633SU99PB291
4	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299M4519,
			1S40K105299M4520,
			1S40K105299M4526,
			1S40K105299M4530
2	39R8729	IBM SERVERAID 8I SAS CTRL
2	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT
6	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2
2	BURNIN. DIAGNOSTIC	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC

OTY	ITEM NO	DESCRIPTION	SERIAL NO
4	QLA2340-CK	QLOGIC PCIX HBA 2GB 1PT LC MMF	GFC0646R52651,
			RFC0616G59521,
			RFC0621K02005,
			RFC0644M50102
2	73P9341	IBM REMOTE SUPERVISOR ADAPTER II	1S73P9341KQMR153,
			1S73P9341KQXXG3H
2	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM
6	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD
4	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG
6	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM
2	ASSETTAGW/ INSTALL	CDW ASSET TAG W/INSTALL
1	88633SU	IBM X3850 7/2.67 2MB 2GB SAS	1S8863AC199PB266
2	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299M4521,
			1S40K105299M4531
1	39R8729	IBM SERVERAID 8I SAS CTRL
1	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT
3	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2
1	BURNIN. DIAGNOSTIC	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC
2	QLA2340-CK	QLOGIC PCIX HBA 2GB 1PT LC MMF
1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM
3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD
2	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG
3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM
1	39Y9566	IBM RSA-II SLIMLINE ADAPTER
1	ASSETTAGW/ INSTALL	CDW ASSET TAG W/INSTALL

ORIGINAL

Leaseline Summary
dated September 21, 2007
for Leaseline Schedule No. LL-001

Lessee:	ATHENAHEALTH, INC.	Lessor:	CIT TECHNOLOGIES CORPORATION
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Acceptance Certificate without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	603,044.59		.02949	$	17,783.78
Software/Soft Cost:	$	274,991.50		.03192	$	8,777.73
Total:	$	878,036.09			$	26,561.51

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH INC. (Lessee)			CIT TECHNOLOGIES CORPORATION (Lessor)
By:	/s/ Carl Byers		By:	/s/ Carie L. Kerns
	Name/Title:	Carl Byers/CFO		Name/Title:	Carie L. Kerns AVP-Lease Operations, Contracts
	Date: September 24, 2007			Date: 9/24/07

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
BLUE RIVER ASSOCIATES	1222			DEVELOPMENT (MONTH OF MARCH 2007)		$	6,596.00	311 ARSENAL STREET WATERTOWN, MA 02472
				BUG-FIX		$	1,275.00
BLUE RIVER	1227			DEVELOPMENT (MONTH OF APRIL 2007)		$	1,275.00	311 ARSENAL STREET
ASSOCIATES								WATERTOWN, MA 02472
				BUG-FIX		$	2,677.50
CAMBRIDGE COMPUTER	43401	1	RS-1220-F4-5402E-0512-1	XYRATEX 12-BAY 4G FC TO SAS/SATA (3G) ARRAY		$	3,675.00	311 ARSENAL STREET WATERTOWN, MA 02472
		12	HS-500G72-SAT3-ES10-D1	500G SEAGATE ES10 SATA DRIVE			3480
		1	RS-1220-E3-XPN-1	12-BAY SAS TO SAS/SATA RAID EXPANSION			2231
		12	HS-500G72-SAT3-ES10-D1	500G SEAGATE ES10 SATA DRIVE		$	3,480.00
DATA MANAGEMENT PRODUCTS	12262	2	PROGRAMMING	DEVELOPMENT-ACCOUNT NUMBER KEYING AT BATCH LOGON-2 DAYS		$	2,800.00	311 ARSENAL STREET WATERTOWN, MA 02472
SUBURBAN ELECTRIC	9227			LEASEHOLD IMPROVEMENTS		$	3,725.00	311 ARSENAL STREET WATERTOWN, MA 02472
SUGARCRM INC.	INV06-12063	63		PS-ARCHITECT-HOURLY RATE-PHASE 4		$	10,237.50	311 ARSENAL STREET
				(ATHENAHEALTH-004) SEPT HOURS				WATERTOWN, MA 02472
		34		PS-ARCHITECT-HOURLY RATE-PHASE 4		$	5,525.00
				(ATHENAHEALTH-004) OCT-DEC HOURS
USI	2510-76795			LABOR AND MATERIALS FOR MODIFICATIONS TO 3RD		$	189,370.00	311 ARSENAL STREET
				FLOOR DATA CENTER TO THE HVAC SYSTEMS AND EQUIPMENT				WATERTOWN, MA 02472
CDW	FCH1091	1	88633SU	IBM X3850 7/2.67 2MB 2GB SAS	1S8863AC1KQNT981	$	7,199.24	580 WINTER STREET
								WALTHAM, MA 02451
		1	39R8729	IBM SERVERAID 81 SAS CTRL		$	415.00
		1	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT		$	250.00
		3	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2		$	4,350.00
		1	BURNIN.	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC		$	0.00
			DIAGNOSTIC
		1	73P9341	IBM REMOTE SUPERVISOR ADAPTER II	1S73P9341KQPK068	$	350.00
		1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	420.00

1 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	1,050.00
		1	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
			INSTALL
		2	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	32.00
		3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	2,310.00
		2	40K1052	IBM SAS 73GB 10K HS HD	1S40K1052KQZPW92,	$	727.28
					1S40K1052KQZPW94
CDW	FGP2888	2	88633SU	IBM X3850 7/2.67 2MB 2GB SAS	1S88633SUKQD3094,	$	13,558.00	580 WINTER STREET
					1S88633SU99PB291			WALTHAM, MA 02451
		4	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299M4519,	$	1,454.56
					1S40K105299M4520,
					1S40K105299M4526,
					1S40K105299M4530
		2	39R8729	IBM SERVERAID 8I SAS CTRL		$	830.00
		2	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT		$	500.00
		6	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2		$	8,700.00
		2	BURNIN.	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC		$	0.00
			DIAGNOSTIC
		4	QLA2340-CK	QLOGIC PCIX HBA 2GB 1PT LC MMF	GFC0646R52651,	$	3,600.00
					RFC0616G59521,
					RFC0621K02005,
					RFC0644M50102
		2	73P9341	IBM REMOTE SUPERVISOR ADAPTER II	1S73P9341KQMR153,	$	700.00
					1S73P9341KQXXG3H
		2	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	840.00
		6	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	2,100.00
		4	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	64.00
		6	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	4,620.00
		2	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
			INSTALL
CDW	FGW5030	1	88633SU	IBM X3850 7/2.67 2MB 2GB SAS	1S8863AC199PB266	$	6,779.00	580 WINTER STREET
								WALTHAM, MA 02451

2 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		2	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299M4521,	$	727.28
					1S40K105299M4531
		1	39R8729	IBM SERVERAID 81 SAS CTRL		$	415.00
		1	41Y5001	IBM XSERIES 1300W POW SUPPLY KIT		$	250.00
		3	40K2522	IBM INTEL XEON 7020 2.67 667 2MB L2		$	4,350.00
		1	BURNIN.	CDW 1-2 DAY BURN IN WITH DIAGNOSTIC		$	0.00
			DIAGNOSTIC
		2	QLA2340-CK	QLOGIC PCIX HBA 2GB 1PT LC MMF		$	1,800.00
		1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	420.00
		3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	1,050.00
		2	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	32.00
		3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	2,310.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	350.00
		1	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
			INSTALL
AMERICAN ALARM	31901	1		UPGRADE 7 PROX KEYPADS THROUGHOUT COMPLEX		$	3,900.00	311 ARSENAL STREET WATERTOWN, MA 02472
		7	PR-PROX-PROK	HID PROX READER/KEYPAD
		1	I-5	INSTALLATION
AMERICAN ALARM	22323	1		CONNECT 4 OUTPUTS FROM LIEBERT GENERATORS TO ALARM SYSTEM FOR MONITORING		$	584.00	311 ARSENAL STREET WATERTOWN, MA 02472
		1		THE OUTPUTS ARE NO AND CONNECTIONS ARE ON
				THE SAME WALL AS OUR PANEL
		1		LIEBERT REP, ULTRA SERVICES TO MEET US FOR
				CONNECTION ASSISTANCE & TESTING
		1	DMP-714	DMP 4 ZONE EXPANDER
		1	MC-1	MISC HARDWARE & CONNECTORS
		1	I-6	INSTALLATION
		1		CUSTOM CRITICAL CONDITION MONITORING
		1		5 YEAR AGREEMENT ANNUAL IN ADVANCE

3 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
IFAX SOLUTIONS	9435	1	105-030-024	BROOKTROUT TR1034+P24H-T1-1N (24-PORT V.34		$	14,866.00	311 ARSENAL STREET
				FAX BOARD WITH ONBOARD T1/PRI INTERFACE, UPCI)				WATERTOWN, MA 02472
		1	103-100-031	ANNUAL HYLAFAX SUPPORT - BASIC 2		$	1,495.00
		1	107-100-010	HYLAFAX FAX SERVER FOR UNIX - ENTERPRISE		$	2,895.00
				EDITION
		1	107-100-011	ANNUAL MAINTENANCE, HYLAFAX ENTERPRISE		$	579.00
				EDITION (@ 20% OF SOFTWARE COST ANNUALLY)
CDW	FLH1779	1	7979G5U	IBM EXP X3650 DC 5050 1GB SAS	1S7979G5U99G1522	$	2,828.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	25R8926	IBM INTEL XEON 5050 DC 3.0 4MB		$	925.00
		1	25R8064	IBM SERVERAID 8K SAS CONTROLLER		$	320.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	348.00
		1	40K1905	IBM X3650/X3655 REDUNDANT POWER SUPPLY		$	210.00
		1	40K1908	IBM PCI-X RISER CARD X3650		$	200.00
		2	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	2,200.00
		3	40K1040	IBM SAS 146GB 10K HD	1S40K104099K5322,	$	1,425.00
					1S40K104099K5472,
					1S40K104099K5484
		2	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPGRADE		$	32.00
		1	COUPON	CDW ELECTRONIC COUPON		-$	478.01
CDW	FBG4644	9	KTM5037/2G	KINGSTON 2GB KIT IBM 2,3 8400 SERIES		$	5,462.91	311 ARSENAL STREET
								WATERTOWN, MA 02472
CDW	FFB6830	3	KTM5037/4G	KINGSTON 4GB ESERVER X SERIES		$	2,582.61	311 ARSENAL STREET
								WATERTOWN, MA 02472
CDW	FNS3465	4	40K6816	IBM TS 73GB 15K 4GBPS EDDM	1S40K68169900257,	$	3,600.00	311 ARSENAL STREET
					1S40K68169900575,			WATERTOWN, MA 02472
					1S40K68169900685,
					1S40K68169900694
CDW	FPB4060	1	26K7941	IBM TS SW 4GB SFP TRANS PAIR		$	400.00	311 ARSENAL STREET
								WATERTOWN, MA 02472

4 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
CDW	FPP2905	31	40K6816	IBM TS 73GB 15K 4GBPS EDDM	1S40K68169900853,	$	27,900.00	311 ARSENAL STREET
					1S40K68169900854,			WATERTOWN, MA 02472
					1S40K68169900857,
					1S40K68169900858,
					1S40K68169900860,
					1S40K68169900865,
					1S40K68169901065,
					1S40K68169901108,
					1S40K68169901109,
					1S40K68169901115,
					1S40K68169901135,
					1S40K68169901142,
					1S40K68169901148,
					1S40K68169901248,
					1S40K68169901250,
					1S40K68169901253,
					1S40K68169901259,
					1S40K68169901261,
					1S40K68169901270,
					1S40K68169901303,
					1S40K68169901309,
					1S40K68169901310,
					1S40K68169901314,
					1S40K68169901316,
					1S40K68169901322,
					1S40K68169901468,
					1S40K68169901469,
					1S40K68169901471,
					1S40K68169901472,
					1S40K68169901480,
					1S40K68169901481
CDW	FPH6398	1	26K7941	IBM TS SW 4GB SFP TRANS PAIR		$	400.00	311 ARSENAL STREET
								WATERTOWN, MA 02472

5 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
CDW	FWV2249	2	1812-81A	IBM DS4000 EXP810 EXP UNIT MODEL 81	136913A, 136913X	$	6,000.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		2	1812-2410	IBM SW GBPS SFP TRANSCVR PAIR		$	800.00
		1	1814-70A	IBM DS4700 EXPRESS MODEL 70	138720F	$	9,100.00
		2	1814-2410	IBM 22R4242 SW 4GBPS SFP TRANSCVR		$	800.00
		4	1814-5601	IBM 1M LC-LC FIBER CABLE		$	120.00
		4	1814-5605	IBM LC-LC 5M MULTIMODE FIBRE CABLE		$	180.00
		1	1814-7382	IBM DS4700 MOD 70 EXPS ATT 1-3		$	3,000.00
		1	1814-7700	IBM DS4700 WINDOWS HOST KIT		$	500.00
		1	1814-7701	IBM DS4700 LINUX/INTEL HOST KIT		$	500.00
		1	1814-8852	IBM DS4700 70 8 STOR PART ACTIVATION		$	3,300.00
CDW	GBF7058	7	8853L3U	IBM HS21 BLADE DC 5130 1GB	1S8853AC199H9322,	$	13,433.00	311 ARSENAL STREET
					1S8853AC199K2954,			WATERTOWN, MA 02472
					1S8853AC199K5226,
					1S8853AC199K5227,
					1S8853AC199K5242,
					1S8853AC199K5749,
					1S8853AC199K6848
		7	40K1227	IBM INTEL XEON DC 5130 2.0 PROC		$	3,888.50
		7	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	5,124,00
		7	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1S26K577799F8906,	$	1,554.00
					1S26K577799F8907,
					1S26K577799F8939,
					1S26K577799F8948,
					1S26K577799F8949,
					1S26K577799F8954,
					1S26K577799F8964
		1	86773RU	IBM BLADECENTER CHASSIS	1S8677HC1KQGT889	$	2,061.00
		1	39M4675	IBM BLADECENTER 2000W POWER SUPPLY	1S39M4675KQFNZZ5	$	553.00
		1	32R1860	IBM NORTEL LAYER 2/3 GBE SWITCH MOD	1S32R1860KQFBHH9	$	2,000.00
		1	88643RU	IBM X3850 2X 7130N 2MB 2GB	1S88643RU99B2195	$	8,700.00
		2	40K1261	IBM INTEL XEON 3.16 DC 2MB L2 PROC		$	4,600.00

6 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		2	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299L7226,	$	535.30
					1S40K105299L7227
		1	39R8729	IBM SERVERAID 81 SAS CONTROLLER		$	362.30
		1	41Y5001	IBM XSERIES 13000W POWER SUPPLY KIT		$	196.61
		1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	379.70
		3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	2,334.00
		3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	928.50
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230AN6U,	$	1,529.24
					1S39R6525230AN7B
CDW	FZW3294	1	8853L3U	IBM HS21 BLADE DC 5130 1GB	1S8853L3U99K5754	$	1,919.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		1	40K1227	IBM INTEL XEON DC 5130 2.0 PROC		$	555.50
		1	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	732.00
		1	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1S26K577799F5104	$	222.00
		1	ASSETTAGW/ INSTALL	CDW ASSET TAG W/INSTALL		$	0.00
CDW	GDJ3067	2	88643RU	IBM X3850 2X 7130N 2MB 2GB	1S8864AC199B2200,	$	17,400.00	55 MIDDLESEX TPKE
					1S8864AC199B2204			BEDFORD, MA 01730
		4	40K1261	IBM INTEL XEON 3.16 DC 2MB L2 PROC		$	9,200.00
		4	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299V1663,	$	1,070.60
					1S40K105299V1700,
					1S40K105299V1701,
					1S40K105299V1702,
					1S40K105299V1703,
					1S40K105299V1710
		2	39R8729	IBM SERVERAID 81 SAS CONTROLLER		$	724.60
		2	41Y5001	IBM XSERIES 13000W POWER SUPPLY KIT		$	393.22
		2	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	759.40
		6	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	4,668.00
		6	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	1,857.00

7 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		4	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230ARFY,	$	3,058.48
					1S39R6525230ARGA,
					1S39R6525230ARG4,
					1S39R6525230AR88,
					1S39R6525230AW4R,
					1S39R6525230AX8T
CDW	GDW9451	1	88643RU	IBM X3850 2X 7130N 2MB 2GB	1S8864AC199B5658	$	8,700.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		2	40K1261	IBM INTEL XEON 3.16 DC 2MB L2 PROC		$	4,600.00
		2	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299V1952,	$	535.30
					1S40K105299V1954
		1	39R8729	IBM SERVERAID 81 SAS CONTROLLER		$	362.30
		1	41Y5001	IBM XSERIES 13000W POWER SUPPLY KIT		$	196.61
		1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	379.70
		3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	2,334.00
		3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	928.50
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230AVKH,	$	1,529.24
					1S39R6525230AVM2
CDW	GFW1250	3	797871U	IBM X3550 DC 5160 1GB	1S7978AC1KQFWGY8,	$	7,725.39	55 MIDDLESEX TPKE
					1S7978AC1KQFWHK1,			BEDFORD, MA 01730
					1S7978AC1KQFXKV0
		3	40K1242	IBM INTEL XEON DC 5160 3.0 PROC		$	4,336.05
		6	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K104399L8731,	$	1,639.80
					1S40K104399L8915,
					1S40K104399L8917,
					1S40K104399L8921,
					1S40K104399L8934,
					1S40K104399L8941
		3	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	867.45
		3	32R2815	IBM X3550 REDUNDANT POWER SUPPLY		$	432.00
		5	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	3,660.00
CDW	GFG6089	1	86773RU	IBM BLADECENTER CHASSIS	1S8677HC199ZM879	$	2,061.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730

8 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		1	39M4675	IBM BLADECENTER 2000W POWER SUPPLY	1S39M4675KQFNZX8	$	553.00
		1	32R1860	IBM NORTEL LAYER 2/3 GBE SWITCH MOD	1S32R1860KQFBHH7	$	2,000.00
CDW	GGL7053	1	797951U	IBM X3650 DC 5140 1GB	1S7979AC1KQGDLC3	$	2,325.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		1	40K1234	IBM INTEL XEON DC 5140 2.33 PROCESSOR		$	920.00
		3	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	2,196.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	300.75
		1	40K1905	IBM X3650/X3655 REDUNDANT POWER SUPPLY		$	210.00
		2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K104399L7053,	$	670.00
					1S40K104399L7059
		4	40K1040	IBM SAS 146GB 10K HD	1S40K104099K6530,	$	1,560.00
					1S40K104099K6537,
					1S40K104099K6539,
					1S40K104099K7860
		1	25R8064	IBM SERVERAID 8K SAS CONTROLLER		$	320.00
		1	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R652530H7PH	$	764.62
CDW	GLV9859	2	88643RU	IBM X3850 2X 7130N 2MB 2GB	1S88643RU99B6980,	$	17,400.00	55 MIDDLESEX TPKE
					1S88643RU99B6988			BEDFORD, MA 01730
		4	40K1261	IBM INTEL XEON 3.16 DC 2MB L2 PROC		$	9,200.00
		4	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299R7364,	$	1,070.60
					1S40K105299R7372,
					1S40K105299R7404,
					1S40K105299T0364
		2	39R8729	IBM SERVERAID 81 SAS CONTROLLER		$	724.60
		2	41Y5001	IBM XSERIES 13000W POWER SUPPLY KIT		$	393.22
		2	39B5809	IBM 2GB KIT PC2-3200 ECC DDR2 RDIMM		$	759.40
		6	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	4,668.00
		6	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	1,857.00
		4	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230B6PN,	$	3,058.48
					1S39R6525230B6RG,
					1S39R6525230B6RM,
					1S39R6525230B1TL

9 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
SENTINEL PROPERTIES	BD2007-116	27		CABINET INSTALLATION AND GROUNDING		$	6,885.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1		CABLE TRAY (PER ATHENAHEALTH PLAN)		$	9,475.00
		60		POWER CABLING - L6-30		$	16,320.00
		4		POWER CABLING - 60A SINGLE PHASE		$	3,192.00
		6		POWER CABLING - L5-20		$	1,362.00
		3		RPP INSTALLATION - 3 RPP’S AMD RELATED		$	31,125.00
				FEEDERS
ADAPTIVE	AC-20070512	2	MGBIC-LC09	MINI-GBIC 1000BASE-LX WITH 1 LC SM PORT		$	1,592.00	55 MIDDLESEX TPKE
COMMUNICATIONS								BEDFORD, MA 01730
ADAPTIVE	AC-20070486	1	7G4202-72	DFE (DISTRIBUTED FORWARDING ENGINE) PLATINUM 72 PORTS 10/100/1000BASE-TX RJ45		$	13,337.10	55 MIDDLESEX TPKE
COMMUNICATIONS								BEDFORD, MA 01730
ADAPTIVE	AC-20070436	1	N7-SYSTEM-R	MATRIX N7 SYSTEM BUNDLE INCLUDING CHASSIS,		$	6,087.10	55 MIDDLESEX TPKE
COMMUNICATIONS				FAN TRAY AND TWO POWER SUPPLY				BEDFORD, MA 01730
		1	7G4202-72	DFE (DISTRIBUTED FORWARDING ENGINE) PLATINUM		$	13,337.10
				72 PORTS 10/100/1000BASE-TX RJ45
PRESIDIO	INV000031193	1	NM-1T3/E3	CISCO ONE PORT T3/E3 NETWORK MODULE	FOC11294NPV	$	5,270.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
PRESIDIO	INV000030782	2	ASA5520-BUN-K9	CISCO ASA 5520 APPLIANCE SECURITY APPLIANCE -	JMX1126L0UY,	$	10,074.00	311 ARSENAL STREET
				FAST EN, GIGABIT EN - 1 U RACK-MOUNTABLE	JMX1126L0UZ			WATERTOWN, MA 02472
		2	CON-OSP-AS2BUNK9	CISCO SMARTNET ONSITE 24X7X4 ASA5520 W/300	CONTRACT # 3594407	$	2,880.00
				VPN PRS, 4GE+1FE, 3DES/AES
		2	ASA5550-BUN-K9	CISCO ASA 5550 FIREWALL EDITION BUNDLE	JMX1126L1AH,	$	25,194.00
				SECURITY APPLIANCE - EN, FASTEN, GIGABIT	JMX1126L1AJ
				EN - 1U - RACK MOUNTABLE
		1	CON-OSP-AS5550B	CISCO SMARTNET ONSITE PREMIUM EXTENDED	CONTRACT # 3594408	$	1,440.00
				SERVICE AGREEMENT - REPLACEMENT - 1 YEAR
				ONSITE 24X7X4H
		1	CON-SNTP-3845SEC	CISCO SMARTNET PREMIUM EXTENDED SERVICE	CONTRACT # 3583757	$	2,173.00
				AGREEMENT - REPLACEMENT - 1 YEAR 24X7X4H
			TRADE DISCOUNT	TRADE DISCOUNT		-$	7,347.50

10 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
PRESIDIO	INV000030241	1	CISCO3845-SEC/K9	CISCO 3845 SECURITY BUNDLE	FTX1126A17T	$	9,069.00	311 ARSENAL STREET
				ROUTER - EN, FAST EN, GIGABIT				WATERTOWN, MA 02472
				EN - CISCO IOS ADVANCED
				SECURITY - 3 U
		1	S384UASK9B-12412	CISCO IOS ADVANCED IP SERVICES	NSN66508	$	630.00
				(V 12 4(12)) - PRODUCT UPGRADE
				PACKAGE - UPGRADE FROM CISCO
				IOS ADVANCED SECURITY
		1	MEM3800-256U512D	UPGRADE FROM 256MB TO 512MB		$	1,260.00
				MEMORY-256MB-DDR
		1	PWR-3845-AC/2	CISCO POWER SUPPLY - REDUNDANT	NSN66508	$	315.00
			TRADE DISCOUNT	TRADE DISCOUNT		-$	2,652.50
OPEX CORPORATION	1003716	1	OM2100	OMATION MODEL 2100 ENVELOPENER	ZB01409	$	3,595.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
C.E. COMMUNICATION	9001	8	P3MM51141200	P3LINK MPO CASSETTE MODULE,		$	1,520.00	311 ARSENAL STREET
SERVICES				PINNED, 10 GIG 50/125 MM, LC				WATERTOWN, MA 02472
				AQUA DUPLEX ADAPTERS, 12-FIBER
				STANDARD CASSETTE
C.E. COMMUNICATION	8817	42	I-1499515-2	AMP NETCONNECT, MRJ21 TO MRJ21		$	8,483.16	55 MIDDLESEX TPKE
SERVICES				CABLE ASSEMLBY, UTP, CMR (180				BEDFORD, MA 01730
				DEGREE BACK SHELL) GRAY, 12
				METERS
		24	I-1499515-1	AMP NETCONNECT, MRJ21 TO MRJ21		$	4,610.40
				CABLE ASSEMLBY, UTP, CMR (180
				DEGREE BACK SHELL) GRAY, 11
				METERS
		24	1499515-9	AMP NETCONNECT, MRJ21 TO MRJ21		$	4,374.00
				CABLE ASSEMLBY, UTP, CMR (180
				DEGREE BACK SHELL) GRAY, 9
				METERS
		18	1499515-8	AMP NETCONNECT, MRJ21 TO MRJ21		$	3,189.60
				CABLE ASSEMLBY, UTP, CMR (180
				DEGREE BACK SHELL) GRAY, 8
				METERS
		24	1499515-7	AMP NETCONNECT, MRJ21 TO MRJ21		$	4,132.08
				CABLE ASSEMLBY, UTP, CMR (180
				DEGREE BACK SHELL) GRAY, 7
				METERS
		34	1499515-5	AMP NETCONNECT, MRJ21 TO MRJ21		$	5,508.00
				CABLE ASSEMLBY, UTP, CMR (180
				DEGREE BACK SHELL) GRAY, 5
				METERS

11 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		22	1777052-1	AMP MRJ21 HIGH-DENSITY ANGLED 48-PORT PATCH PANEL 4-PAIR (10/100/1000BASE-T) FOR FAST ETHERNET & GIGABIT ETHERNET		$	5,527.50
				APPLICATIONS
		20	1435971-1	AMP NETCONNECT MRJ21 STRAIGHT PATCH PANEL, 48-PORT, 10/100/1000BASE-T FOR FAST ETHERNET & GIGABIT ETHERNET APPLICATIONS		$	5,025.00
		3	1777029-1	AMP NETCONNECT MRJ21 STRAIGHT PATCH PANEL, 24-PORT, 10/100/1000BASE-T FOR FAST ETHERNET & GIGABIT ETHERNET APPLICATIONS		$	610.50
		45	557548-1	AMP NETCONNECT CABLE SUPPORT BAR, RACKMOUNT DEPTH: 5”		$	540.00
		10	FTS-175	CENTURY FIBER OPTICS 1U RACK MOUNT FIBER OPTIC ENCLOSURE COLOR: BLACK		$	1,650.00
		16	P3MM51142400	P3LINK MPO CASSETTE MODULE, PINNED, 10 GIG 50/125 MM, LC AQUA QUAD COUPLERS, 24-FIBER, STANDARD CASSETTE SHELL (041907)		$	6,080.00
		2	559552-2	AMP NETCONNECT 4U RACK MOUNT FIBER OPTIC PATCH PANEL ENCLOSURE HOLDING UP TO 288-FIBER COLOR BLACK (021407)		$	530.00
		16	P3MM51142402	CECOMM P3LINK FIBER OPTIC CASSETTE MTP(M)/LC QUAD 24-FIBER 10 GIG 50/125 MM DEPTH. 6” (AMP FOOTPRINT CASSETTE SHELL SUPPLIED BY C.E. COMMUNICATION)		$	6,080.00
		6	P3RP2428F300	P3LILNK MPO BACKBONE TRUNK CABLE INDOOR OFNP, 24-FIBER 10 GIG 50/125 MM, MPO PINNED, STRAIGHT THROUGH WIRED W/36” COLOR		$	2,516.76
				CODED BREAKOUT LEGS LENGTH: 9 METER

12 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		6	P3RP2428F300	P3LILNK MPO BACKBONE TRUNK CABLE INDOOR OFNP, 24-FIBER 10 GIG 50/125 MM,		$	2,457.12
				MPO PINNED, STRAIGHT THROUGH WIRED W/36” COLOR CODED BREAKOUT LEGS
				LENGTH: 8 METER
		2	P3RP2428F300	P3LILNK MPO BACKBONE TRUNK CABLE INDOOR OFNP, 24-FIBER 10 GIG 50/125 MM,		$	799.16
				MPO PINNED, STRAIGHT THROUGH WIRED W/36” COLOR CODED BREAKOUT LEGS
				LENGTH: 7 METER
		1	P3RP2428F300	P3LILNK MPO BACKBONE TRUNK CABLE INDOOR OFNP, 24-FIBER 10 GIG 50/125 MM,		$	369.76
				MPO PINNED, STRAIGHT THROUGH WIRED W/36” COLOR CODED BREAKOUT LEGS
				LENGTH: 4 METER
		1	P3RP2428F300	P3LILNK MPO BACKBONE TRUNK CABLE INDOOR OFNP, 24-FIBER 10 GIG 50/125 MM,		$	359.82
				MPO PINNED, STRAIGHT THROUGH WIRED W/36” COLOR CODED BREAKOUT LEGS
				LENGTH: 3 METER
		44	558331-1	AMP NETCONNECT 2U HORIZONTAL RINGED CABLE MANAGEMENT PANEL		$	1,760.00
C.E. COMMUNICATION SERVICES	8910	1	LABOR	LABOR INCLUDES INSTALLING COPPER AND FIBER PATCH PANELS IN MULTIPLE CABINETS, RUNNING PRE-TERMINATED COPPER AND FIBER CABLES, ROUTING AND DRESSING OUT CABLES IN DESIGNATED PANELS. TESTING NOT INCLUDED		$	2,940.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
RAID INCORPORATED	SI-18806	2	SB5202-20A	QLOGIC SWITCH 2GB 20-PORT 2PS 20 PORT KEY	119022,199023	$	12,230.00	311 ARSENAL STREET WATERTOWN, MA 02472

13 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		32	FTLF8519P2BNL	GBIC FINISAR SFP OPTICAL 3.3V 2GB ROHS	118990, 118991, 118992,	$	1,920.00
					118993, 118994, 118995,
					118996, 118997, 118998,
					118999, 119000, 119001,
					119002, 119003, 119004,
					119005, 119006, 119007,
					119008, 119010, 119011,
					119012, 119013, 119014,
					119015, 119016, 119017,
					119018, 119019, 119020,
					119021
		2	2XPAK-COPP-09	QLOGIC 10GB CAB COPPER STACKING CABLE 9”	119024, 119025	$	700.00
WRIGHT LINE	3565316	1	EALAD1006B	LADDERRACK 6’W 10’L 1.5”H, BLACK		$	104.40	55 MIDDLESEX TPKE BEDFORD, MA 01730
		1	EALAD1012B	LADDERRACK, 12’W, 10’L,1.5”H, BLK		$	114.30
WRIGHT LINE	3565166	27	VCMT24SP	CABLE TROUGH, 24”W SOLID PANEL		$	777.60	55 MIDDLESEX TPKE BEDFORD, MA 01730
		27	VCMT24PP	CABLE TROUGH, 24W PASS THRU PNL		$	850.50
		27	VCMT24PT	POWER TROUGH, 24” WIDE		$	2,016.90
		2	JCMTLDRPR	LADDER RACK BRKTS, PARALLEL MNT		$	43.20
		6	VSPS4240	ASSY SOLID SIDE PANEL 42U 40” D		$	864.00

14 of 15

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-001
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION
		27	V3CBB74	BUSS BAR ISOLATED COPPER 42U	070000011397,	$	3,207.60
					070000011398,
					070000011399,
					070000011400,
					070000011401,
					070000011402,
					070000011403,
					070000011404,
					070000011405,
					070000011406,
					070000011407,
					070000011408,
					070000011409,
					070000011410,
					070000011411,
					070000011412,
					070000011413,
					070000011414,
					070000011415,
					070000011416,
					070000011417,
					070000011418,
					070000011419,
					070000011420,
					070000011421,
					070000011422,
					070000011423
		30	PDME302001	PWR ME V64 L6-30P SGL 001		$	14,283.00
		15	PDML302004	RACK PWR ML V64 L6-30P DUL C13		$	11,731.50
		27	VFR422440	VANTAGE S2 42U X 24” W X 40”D		$	13,340.70
		27	VTPS2440	TOP PNL SOLID 24W X 40D CAN S2		$	1,166.40
		27	VRM42SQ	19” EIA 375 DQ HOLD 42U RAILS		$	3,159.00
		27	OPVAN17	ENCLOSURE PACKAGING		$	0.00
						$	878,036.09

15 of 15

Leaseline Summary
dated December 21, 2007
for Leaseline Schedule No. LL-002

Lessee:	ATHENAHEALTH, INC.	Lessor:	CIT TECHNOLOGIES CORPORATION
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	286,403.22		.029330	$	8,400.21
Software/Soft Cost (up to 25%):	$	144,463.46		.029330	$	4,237.11
Software/Soft Cost (in excess to 25%):	$	146,987.16		.031758	$	4,668.02
Total:	$	577,853.84			$	17,305.34

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH, INC. (Lessee)		CIT TECHNOLOGIES CORPORATION (Lessor)
By:	/s/ Carl Byers	By:	/s/ Wendell A. Lochbiler
	Name/Title: Carl Byers CFO		Name/Title:	WENDELL A. LOCHBILER VICE PRESIDENT OF LEASE OPERATIONS
	Date: Dec. 26, 2007		Date: 12-26-07

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	ACCEPTANCE DATE
BLUE RIVER ASSOC	1273	1		SUGARCRM DEVELOPMENT AND BUG FIX FOR AUGUST		$	4,870.50	311 ARSENAL STREET WATERTOWN, MA 02472	$	4,870.50
CE COMMUNICATION	9107	64	FD5AGLCD-00	FIBER OPTIC ASSEMBLY 10G 50/125 MM DUPLEX ORNR RATED 2MM AQUA JACKET LC/LC LENGTH. 1 METER		$	1,560.32	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730
		64	FD5ALCD-001M	FIBER OPTIC ASSEMBLY 50/125 MM DUPLEX ORNR RATED 2MM AQUA JACKET LC/LC LENGTH. 1 METER		$	1,479.68
		48	FD5AGLCD-00	FIBER OPTIC ASSEMBLY 10G 50/125 MM DUPLEX ORNR RATED 2MM AQUA JACKET LC/LC LENGTH. 2 METER		$	1,260.00
		48	FD5ALCD-002M	FIBER OPTIC ASSEMBLY 50/125 MM DUPLEX ORNR RATED 2MM AQUA JACKET LC/LC LENGTH. 2 METER		$	1,164.00
		24	24PA/JKR-RJ-C	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 8 RISER RATED WRAPPED W/TECHFLEX TERMINATED AMP CAT 6 SL SERIES MODULAR JACK STAGGERED RIGHT TO RJ45 CUSTOM LENGTH BREAKOUT FOR ENTERSYS SWITCH TOTAL LENGTH: 9’		$	3,793.92
		24	24PA/JKL-RJ-C	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED WRAPPED W/TECHFLEX TERMINATED AMP CAT 6 SL SERIES MODULAR JACK STAGGERED LEFT TO RJ45 CUSTOM LENGTH BREAKOUT FOR ENTERSYS SWITCH TOTAL LENGTH: 9’		$	3,793.92
		4	PP72HDARU2	72-PORT CATEGORY 6 HIGH DENSITY ANGLED PATCH PANEL, 2U		$	300.00
		1	MATERIALS	LABOR AND MATERIALS		$	2,880.00		$	16,231.84
CE COMMUNICATION	9118	200	2591	AC POWER CORD lEC 60320 C14 PLUG TO C13 CONNECTOR 2.5 FEET 15A/250V 14/3		$	1,328.00	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730
CE COMMUNICATION	9198	20	PC6B-WH-003F	PATCH CORD CAT 6 WHITE W/BOOTS LENGTH: 3’		$	78.00	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730
		60	PC6B-WH-005F	PATCH CORD CAT 6 WHITE W/BOOTS LENGTH: 5’		$	270.00
		200	PC6B-WH-007F	PATCH CORD CAT 6 WHITE W/BOOTS LENGTH: 7’		$	1,020.00

1 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
		20	PC88-YE-003F	PATCH CORD CAT 6 YELLOW W/BOOTS LENGTH: 3’		$	78.00
		60	PC6B-YE-O05F	PATCH CORD CAT 6 YELLOW W/BOOTS LENGTH: 5’		$	270.00
		200	PC6B-YE-007F	PATCH CORD CAT 6 YELLOW W/BOOTS LENGTH: 7		$	1,020.00
		20	PC6B-GR-003F	PATCH CORD CAT 6 GREEN W/BOOTS LENGTH: 3’		$	78.00
		40	PC6B-GR-005F	PATCH CORD CAT 6 GREEN W/BOOTS LENGTH: 5’		$	180.00
		100	PC6B-GR-007F	PATCH CORD CAT 6 GREEN W/BOOTS LENGTH: 7’		$	510.00
		10	PC6B-RD-010F	PATCH CORD CAT 6 RED W/BOOTS LENGTH: 10’		$	60.00
		10	PC6B-OR-010F	PATCH CORD CAT 6 ORANGE W/BOOTS LENGTH: 10’		$	60.00
CE COMMUNICATION	9108	1	1725150-1	AMP NETCONNECT SL SERIES MODULAR JACK		$	107.14	55 MIDDLESEX TURNPIKE
				TERMINATION TOOL W/LACING FIXTURE				BEDFORD, MA 01730
		18	1375055-2	AMP NETCONNECT SL SERIES 110 CONNECT CAT 6		$	107.64		$	214.78
				INSERT COLOR: BLACK
SYNERGY	200609.08	4		COMMISSIONING WORK FOR PERIOD FROM MAY 19,		$	520.00	311 ARSENAL STREET
				2007 THROUGH AUGUST 24, 2007				WATERTOWN, MA 02472
		1	EXPENSES	EXPENSES		$	42.93			$562.93
RAID INCORPORATED	SI-19117	1	RS-TlER-2	RAIDSERV TIER 2 SUPPORT		$	18,800.00	311 ARSENAL STREET WATERTOWN, MA 02472	$	18,800.00
IMAGING BUSINESS MACHINES	JKEH-76ZPGK-1	2	203-00023	IMAGETRAC III, E13B MICR READ, TOP SIDE		$	11,000.00	311 ARSENAL STREET WATERTOWN, MA 02472
		12	500-00006	INTEGRATION SERVICES/HOURLY		$	0.00		$	11,000.00
PRESIDIO	31796	2	NME-16ES-1G	CISCO ETHERSWITCH SERVICE MODULE SWITCH, 16		$	2,892.00	311 ARSENAL STREET
				PORTS, EN, FAST EN, 10BASE-T 100BASE-TX +				WATERTOWN, MA 02472
				1X10/100/1000BASE-T PLUG-IN MODULE
PRESIDIO	31909	1	ACS-3845RM-19	CISCO RACK MOUNTING KIT		$	64.00	311 ARSENAL STREET WATERTOWN, MA 02472
PRESIDIO	30974	1	CON-OSP-AS5550B	CISCO SMARTNET ONSITE PREMIUM EXTENDED SERVICE AGREEMENT		$	1,440.00	311 ARSENAL STREET WATERTOWN, MA 02472	$	1,440.00
DELL	XC46P2T12	10	341-3332	80GB HARD DRIVE 9.5MM, 7200RPM FOR DELL		$	749.90	311 ARSENAL STREET
				LATTITUDE D620 CUSTOMER KIT				WATERTOWN, MA 02472

2 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
DELL	XC4FJ6J83	1	310-6748	DELL 3400MP REPLACEMENT CABLE KIT		$	29.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
DELL	XC4MM4J89	2	310-7921	ULTRA LIGHT NYLON SLIP CASE DELL LATITUDE D-		$	46.50	311 ARSENAL STREET
				FAMILY NOTEBOOKS				WATERTOWN, MA 02472
		8	310-7920	CLASSIC NYLON CARRYING CASE FOR DELL		$	201.60
				LATITUDE D-FAMILY
		3	310-7443	LARGE NYLON CARRYING CASE FOR DELL LATITUDE		$	88.80
				D-FAMILY NOTEBOOKS
DELL	XC4WTND25	1	430-1649	DELL TRUEMOBILE 350 BLUETOOTH MODULE FOR		$	23.20	311 ARSENAL STREET
				LATITUDE D CUSTOMER INSTALL				WATERTOWN, MA 02472
DELL	XC572X414	2	A0231883	CHIEF FSM-4101 BRACKET FOR FLAT PANEL SILVER		$	99.00	311 ARSENAL STREET
				METALLIC MOUNTING INTERFACE 100X100MM, 75X75MM WALL MOUNTED				WATERTOWN, MA 02472
DELL	XC41136W7	10	312-0383	6-CELL/55-WHR PRIMARY BATTERY LATITUDE D620		$	973.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		20	310-7699	90 WATT AC ADAPTER W/6-FOOT POWER CORD, LAT		$	1,035.80		$	2,008.80
CDW	GRS0110	6	8853L3U	IBM HS21 BLADE DC 5130 1GB	1S8853AC199K4825,	$	11,340.00	55 MIDDLESEX TURNPIKE
					1S8853AC199M1810,			BEDFORD, MA 01730
					1S8853AC199M1812,
					1S8853AC199M2645,
					1S8853AC199M2646,
					1S8853AC199M2647
		6	40K1227	IBM INTEL XEON DC 5130 2.0 PROC		$	3,333.00
		6	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	4,392.00
		6	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1S26K577799Y8843,	$	1,332.00
					1S26K577799Y8866,
					1S26K577799Y8867,
					1S26K577799Z4588,
					1S26K577799Z4592,
					1S26K577799Z4598
CDW	GRS0118	1	79795AU	IBM X3650 5140 1GB	1S79795AU99F5232	$	2,325.13	55 MIDDLESEX TURNPIKE
								BEDFORD, MA 01730
		1	40K1234	IBM INTEL XEON DC 5140 2.33 PROC	1S40K1234KQHYMA9	$	920.00

3 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
		8	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299T4905,	$	2,329.12
					1S40K105299T4906,
					1S40K105299T4907,
					1S40K105299T4908,
					1S40K105299T4931,
					1S40K105299T4932,
					1S40K105299W1775,
					1S40K105299X0172
		3	39M5794	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	2,196.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	301.00
		1	40K1905	IBM X3650/X3655 REDUNDANT POWER SUPPLY		$	210.00
		1	25R8064	IBM SERVERAID 8K SAS CONTROLLER		$	320.02
CDW	GRS0125	2	797871U	IBM X3550 DC 5160 1GB	1S797871U99E0947,	$	5,150.26	55 MIDDLESEX TURNPIKE
					1S797871U99E0964			BEDFORD, MA 01730
		2	40K1242	IBM INTEL XEON DC 5160 3.0 PROC		$	2,890.70
		4	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K104399V0428,	$	1,093.20
					1S40K104399V0431,
					1S40K104399V0553,
					1S40K104399V0557
		2	39Y9555	IBM RSA-II SLIMLINE ADAPTER		$	602.00
		2	32R2815	IBM X3550 REDUNDANT POWER SUPPLY		$	288.00
		4	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	2,928.00
		4	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230AXTK,	$	3,058.48
					1S39R6525230AXTL,
					1S39R6525230B3TP,
					1S39R625230B8N2
CDW	GSK4137	1	86773RU	IBM BLADECENTER CHASSIS	1S8677HC199ZD749	$	2,200.00	55 MIDDLESEX TURNPIKE
								BEDFORD, MA 01730
		1	39M4675	IBM BLADECENTER 2000W POWER SUPPLY	1S39M4675KQKDWN9	$	553.00
		1	32R1860	IBM NORTEL LAYER 2/3 GBE SWITCH MOD	1S32R1860KQDPPZ7	$	2,000.00
CDW	GSR9677	3	88643RU	IBM X3850 2X 7130N 2MB 2GB	1S88643RU99B8763,	$	26,100.00	55 MIDDLESEX TURNPIKE
					1S88643RU99B9088,			BEDFORD, MA 01730
					1S88643RU99B9090
		6	40K1261	IBM INTEL XEON 3.16 DC 2MB L2 PROCESSOR		$	13,800.00

4 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
		6	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299R7430,	$	1,746.84
					1S40K105299T0897,
					1S40K105299T0898,
					1S40K105299T0899,
					1S40K105299T0900,
					1S40K105299T0901
		3	39R8729	IBM SERVERAID 8I SAS CONTROLLER		$	1,086.90
		3	41Y5001	IBM XSERIES 1300W POWER SUPPLY KIT		$	589.83
		3	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 DIMM		$	1,139.10
		9	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	7,011.00
		9	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	2,790.00
		6	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230B1TD,	$	4,587.72
					1S39R6525230B657,
					1S39R6525230B8LZ,
					1S39R6525230B8MC,
					1S39R6525230B8M2,
					1S39R6525230B8M5
CDW	GRS0043	2	73P5847	IBM 60A 3PHASE PDU		$	3,700.00	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730
CDW	GRH8276	16	40K6816	IBM TS 73GB 15K 4GBPS EDDM		$	14,400.00	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730

5 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
CDW	GSQ3406	19	40K6816	IBM TS 73GB 15K 4GBPS EDDM	1S40K68169907256,	$	17,100.00	55 MIDDLESEX
								TURNPIKE
					1S40K68169907265,			BEDFORD, MA 01730
					1S40K68169907266,
					1S40K68169907273,
					1S40K68169907274,
					1S40K68169907275,
					1S40K68169907297,
					1S40K68169907313,
					1S40K68169907314,
					1S40K68169907315
					1S40K68169907316,
					1S40K68169907321,
					1S40K68169907323,
					1S40K68169907324,
					1S40K68169907489,
					1S40K68169907490,
					1S40K68169907491,
					1S40K68169307492,
					1S40K68169907493
CDW	GRM1136	1	F2F802L7-10M	BELKIN 10M FIB CABLE LC/LC SM		$	60.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
CDW	GTR9727	1	797871U	IBM X3550 DC 5160 1GB	1S7978AC1KQGARD9	$	2,575.13	55 MIDDLESEX
								TURNPIKE
								BEDFORD, MA 01730
		1	40K1242	IBM INTEL XEON DC 5160 3.0 PROC		$	1,445.35
		2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K104399V2310,	$	546.60
					1S40K104399V2323
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	301.00
		1	32R2815	IBM X3550 REDUNDANT POWER SUPPLY		$	144.00
		2	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	1,464.00
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230B8LY	$	1,529.24
CDW	GVB4448	1	88643RU	IBM X3850 2X 7130N 2MB 2GB	1S8864AC199B9089	$	8,700.00	55 MIDDLESEX
								TURNPIKE
								BEDFORD, MA 01730
		2	40K1261	IBM INTEL XEON 3.16 DC 2MB L2 PROCESSOR		$	4,600.00
		2	40K1052	IBM SAS 73GB 10K HS HD	1S40K105299T1059,	$	582.28
					1S40K105299T1061
		1	39R8729	IBM SERVERAID 8I SAS CONTROLLER		$	362.30

6 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
		1	41Y5001	IBM XSERIES 1300W POWER SUPPLY KIT		$	196.61
		1	39M5809	IBM 2GB KIT PC2-3200 ECC DDR2 DIMM		$	379.70
		3	39M5812	IBM 4GB KIT PC2-3200 ECC DDR2 DIMM		$	2,337.00
		3	41Y5000	IBM ACTIVE MEMORY 4 SLOT EXP CARD		$	930.00
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230B3WT,	$	1,529.24
					1S39R6525230B4EH
CDW	GWK5188	4	96P2253	OBI-IBM SVC PK SR 3YR 24X7 4HR		$	3,140.00	55 MIDDLESEX	$	3,140.00
								TURNPIKE
								BEDFORD, MA 01730
CDW	GWR4109	2	1812-81A	IBM DS4000 EXP810 EXP UNIT MODEL 81	13154W1, 13154W2	$	6,000.00	55 MIDDLESEX
								TURNPIKE
								BEDFORD, MA 01730
		4	1812-2410	IBM SW 4 GBPS SFP TRANSCVR PAIR		$	1,600.00
		1	1814-70A	IBM DS4700 EXPRESS MODEL 70	138822N	$	9,100.00
		2	1814-2410	IBM 22R4242 SW 4GBPS SFP TRANSCVR		$	800.00
		4	1814-5601	IBM 1M LC-LC FIBER CABLE		$	120.00
		4	1814-5605	IBM LC-LC 5M MULTIMODE FIBRE CABLE		$	180.00
		1	1814-7382	IBM DS4700 MOD 70 EXPS ATT 1-3	00JW342	$	3,000.00
		1	1814-7700	IBM DS4700 WINDOWS HOS KIT	00JW343	$	500.00
		1	1814-7701	IBM DS4700 LINUX/INTEL HOST KIT		$	500.00
		1	1814-8852	IBM DS7400 70 8 STOR PART ACTIVATION		$	3,300.00
CDW	GCM6311	8	69P9518	OBI-IBM SVC PK SR 3YR 24X7 4HR		$	2,776.00	55 MIDDLESEX
								TURNPIKE
								BEDFORD, MA 01730
		2	30L9185	OBI-IBM SVC PK SR 3YR 24X7 4HR		$	1,320.00
		4	96P2253	OBI-IBM SVC PK SR 3YR 24X7 4HR		$	3,140.00		$	7,236.00
CDW	GHL3572	3	21P2073	IBM 3YR 24X7X4HR ONSITE SVC FOR SRVR		$	1,200.00	55 MIDDLESEX	$	1,200.00
								TURNPIKE
								BEDFORD, MA 01730
CDW	GJS4683	2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230B1TV,	$	1,529.24	311 ARSENAL STREET
					1S39R6525230H859			WATERTOWN, MA 02472
CDW	GLB9916	4	26K5655	IBM 73.4 GB 10K 2.5” SAS HDD	MNBA-EVS-26K5655,	$	1,384.72	311 ARSENAL STREET
					1S26K5655KQDRW31,			WATERTOWN, MA 02472
					1S26K5655KQDRW35,
					26K5655S99WS2909
CDW	GMP3708	15	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	4,515.00	311 ARSENAL STREET
								WATERTOWN, MA 02472

7 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
CDW	GNM1313	2	96P2253	OBI-IBM SVC PK SR 3YR 24X7 4HR		$	1,570.00	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730	$	1,570.00
CDW	GQB4598	1	21040145	MAGTEK DUAL HEAD SWIPE USB		$	62.39	311 ARSENAL STREET
								WATERTOWN, MA 02472
CAROUSEL INDUSTRIES	324241	3	63383A	TN2302AP-MEDIA PROCESS BOARD-REFURBISHED	03J209724458, 03J210711471,	$	6,600.00	311 ARSENAL STREET WATERTOWN, MA 02472
					03J210712115
		10	700289846	EXT MICS FOR 4690 IP SPEAKERPHONE		$	2,500.00
		1	FREIGHT	FREIGHT CHARGES		$	20.33		$	9,120.33
CDW	HPG4773	6	AP9877	APC POWER CORD IEC 320 C19 TO C20		$	183.42	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730
		6	AP9892	APC PWR CORD 100-230V 2 C19 TO C20		$	117.96
		1	FREIGHT	FREIGHT CHARGES		$	50.79		$	352.17
ORACLE	40807610	41		SOFTWARE UPDATE LICENSE & SUPPORT-ORACLE		$	118,276.70	311 ARSENAL STREET	$	118,276.70
				DATABASE STANDARD EDITION-PROCESSOR				WATERTOWN, MA 02472
				PERPETUAL; 02-NOV-2007; 01-NOV-2008
CDW	HQL1014	3	40K6816	IBM TS 73GB 15K 4GBPS EDDM	1S40K68169908432	$	2,700.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT CHARGES		$	36.56		$	2,736.56
CITRIX	90625619	1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE		$	1,000.00	1 MOODY STREET WALTHAM, MA 02453
				RENEWAL START: 11/15/2007 END: 11/15/2008
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL		$	1,000.00
				START: 11/15/2007 END: 11/15/2008
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL		$	1,000.00
				START: 11/15/2007 END; 11/15/2008
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL		$	1,000.00
				START: 11/15/2007 END: 11/15/2008
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL		$	1,000.00
				START: 11/15/2007 END: 11/15/2008

8 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

									ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST		EQUIPMENT LOCATION	DATE
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL START: 11/15/2007 END: 11/15/2008		$	500.00
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL START: 11/15/2007 END: 11/15/2008		$	2,500.00
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL START: 11/15/2007 END: 11/15/2008		$	1,000.00
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE		$	500.00
		1	CM-5850359-90450	CITRIX PRESENTATION SERVER, ENTERPRISE EDITION-SUBSCRIPTION ADVANTAGE RENEWAL START: 11/15/2007 END: 11/15/2008		$	1,000.00		$	10,500.00
MORE DIRECT	1425054	1	59471D	RSA SID700 KEYFOB-5YEAR 2 (SID700-6-60-60)		$	2,045.12	311 ARSENAL STREET WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT CHARGES		$	42.40		$	2,087.52		#########
DELL	XC6558881	10	222-7947	LATITUDE D630, INTEL CORE 2 DUO T7300, 2.00GHZ,	790YND1, HX1YND1,	$	12,771.60	311 ARSENAL STREET
				800MHZ 4M L2 CACHE, DUAL CORE	6Y1YND1, FY1YND1,			WATERTOWN, MA 02472
					4Z1YND1, 9Z1YND1,
					FZ1YND1, 102YND1,
					402YNO1, 802YND1
		10	986-8177	DELL HARDWARE WARRANTY, INITIAL YEAR		$	1,090.00
		1	FREIGHT	FREIGHT CHARGES		$	240.00		$	14,101.60
DELL	XC65K5MD6	10	341-4762	80GB HARD DRIVE 9.5MM, 7200RPM FOR LATITUDE		$	792.00	311 ARSENAL STREET
				D63X, CUSTOMER INSTALL				WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT CHARGES		$	4.99		$	796.99
DELL	XC71J56F4	10	310-7502	CORPORATE BACKPACK FOR DELL PRECISION M65,		$	299.90	311 ARSENAL STREET	$	299.90
				CUSTOMER KIT				WATERTOWN, MA 02472
DELL	XC73MC9T4	15	222-7947	LATITUDE D630. INTEL CORE 2 DUO T7300, 2.00GHZ,	97B2WD1, B7B2WD1,	$	18,584.70	311 ARSENAL STREET
				800MHZ 4M L2 CACHE, DUAL CORE	C7B2WD1, D7B2WD1,			WATERTOWN, MA 02472
					F7B2WD1, J7B2WD1,
					68B2WD1, C8B2WD1,
					F8B2WD1, H8B2WD1,
					J8B2WD1, 19B2WD1,
					39B2WD1, 69B2WD1,
					89B2WD1
		15	986-8177	DELL HARDWARE WARRANTY, INITIAL YEAR		$	1,635.00
		1	FREIGHT	FREIGHT CHARGES		$	360.00		$	20.579.70	$	35,778.19

9 of 10

EXHIBIT A TO
LEASELINE SUMMARY
TO LEASELINE SCHEDULE
NO. LL-002
ATHENAHEALTH, INC.

										ACCEPTANCE
VENDOR	INVOICE NO.	QTY.	ITEM NO.	DESCRIPTION	SERIAL NO.	TOTAL COST			EQUIPMENT LOCATION	DATE
MORE DIRECT	1353621	750	A642668	CLIENT MANAGEMENT SUITE (41701-01-AH1)		$	34,357.50		311 ARSENAL STREET
									WATERTOWN, MA 02472
		2	A642667	SERVICE AND ASSET MANAGE (46201-01-AH1)		$	10,911.08
		21	A642666	SERVICE AND ASSET MANAGE (46301-04-AH1)		$	27,300.00
		4	A641061	HELPDESK TRADE UP TO ASS. (A641061)		$	3,175.84
		1	276988	ALTIRIS 5 INCIDENT SUPPO (30200-09)		$	1,750.00			$	77,494.42
MORE DIRECT	1367342	3	MDPS-ALT-20699-INS	INITIAL DESIGN AND SERVE		$	30,000.00		311 ARSENAL STREET	$	30,000.00
									WATERTOWN, MA 02472
MORE DIRECT	1415620	1	MDPS-ALT-20699-TUN	WELLNESS CHECKUP/FINE T		$	10,000.00		311 ARSENAL STREET WATERTOWN, MA 02472	$	10,000.00
							$	577,853.84

10 of 10

ORIGINAL

Leaseline Schedule No. LL-002
Dated October 1, 2007

Lessee:	ATHENAHEALTH, INC.	Lessor:	CIT TECHNOLOGIES CORPORATION
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition Period	Leaseline Maximum		Lease Rate Factors	Lessor’s Basis	Rental Payment
			Hardware: 0.02947 Software: 0.03191*
From October 1, 2007 through December 31, 2007	$	1,250,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items. *See Special Term No. 5 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the first day of each Rental Period.	Base Term: 36 months.
Rental Period: Each calendar month during the Term.	Base Term Commencement Date: January 1, 2008
Billing Address (if different from Lessee’s address stated above)

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Eiquipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	As Lessor will be acquiring certain of the Equipment from Lessee, Lessor’s obligations under this Schedule shall be contingent on the execution by Lessee of documentation satisfactory to Lessor providing for the purchase of the Equipment and receipt by Lessor of such other documentation as it may request, including, without limitation, vendor invoices, canceled checks, bills of sale, and other documentation describing the Equipment and the prices paid therefore by Lessee and/or evidencing Lessee’s title thereto.
3.	It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.
4.	Lessee shall maintain EB1TDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000
The four-consecutive-fiscal-quarter period ending March 31, 2008	$	11,030,000
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

ORIGINAL

	Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization expenses, determined in accordance with GAAP; ''Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP: and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.
5.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.032047, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
6.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
7.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor an amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)			CIT TECHNOLOGIES CORPORATION (Lessor)
By:	/s/ Carl Byers		By:	/s/ Carie L. Kerns
	Name/Title: Date:	Carl Byers CFO 11/30/07		Name/Title:	Carie L. Kerns AVP-Lease Operations, Contracts
				Date: 12/4/07

ORIGINAL

		MASTER EQUIPMENT LEASE AGREEMENT STIPULATED LOSS VALUES
LESSEE:	ATHENAHEALTH, INC.	LESSOR:	CIT TECHNOLOGIES CORPORATION
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road Bloomfield Hills, MI 48302
City/State/Zip:	Watertown, MA 02472	Lease Number:	Schedule Number:	002

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss
Rental Period	Value Percentage
1		107.75	%
2		105.27	%
3		102.77	%
4		100.27	%
5		97.75	%
6		95.23	%
7		92.69	%
8		90.14	%
9		87.59	%
10		85.02	%
11		82.44	%
12		79.85	%
13		77.28	%
14		74.72	%
15		72.14	%
16		69.56	%
17		66.96	%
18		64.36	%
19		61.74	%
20		59.12	%
21		56.48	%
22		53.83	%
23		51.17	%
24		48.50	%
25		46.00	%
26		43.48	%
27		40.95	%
28		38.41	%
29		35.87	%
30		33.31	%
31		30.75	%
32		28.17	%
33		25.59	%
34		22.99	%
35		20.39	%
36		17.77	%

CB	CRK
Lessee Initials	Lessor Initials

ORIGINAL

Leaseline Summary
dated March 20, 2008
for Leaseline Schedule No. LL-003

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	206,364.92		0.02876	$	5,935.06
Software/Soft Cost (up to 25%):	$	50,575.28		0.02876	$	1,454.54
Software/Soft Cost (in excess of 25%):	$	151,725.83		0.03104	$	4,709.57
Total:	$	408,666.03			$	12,099.17

2.	The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.
3.	The Maximum Soft Cost Percentage shall be 50.5%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03104, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH INC. (Lessee)			MACQUARIE EQUIPMENT FINANCE, LLC(Lessor)
By:	/s/ Carl Byers		By:	/s/ Joleah F. Lombardo
	Name/Title:	Carl Byers, CFO		Name/Title:	Joleah F. Lombardo Contract Negotiator/Analyst
	Date: 3/21/08			Date: 3/25/08

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-003
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CAROUSEL INDUSTRIES	326045		1	CAROUSEL-48	MONTLY MAINTENANCE CONTRACT CHARGES, COVERAGE 24 HOURS PER DAY 7 DAYS A WEEK		$	3,178.12	311 ARSENAL STREET WATERTOWN, MA 02472
MORE DIRECT	1442462		1	1814903	VERTICAL MOUSE 3 (VM3)		$	63.08	311 ARSENAL STREET WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT		$	11.87
DELL	XC93MCM38		5	310-8814	DELL 65 WALL SLIM AUTO/AIR/AC ADAPTER FOR LATITUDE D SERIES CUSTOMER KIT		$	315.00	311 ARSENAL STREET WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT		$	7.99
DELL	XC9487T76		30	310-7502	CORPORATE BACKPACK FOR DELL PRECISION M65, CUSTOMER		$	899.70	311 ARSENAL STREET
					KIT				WATERTOWN, MA 02472
CITRIX ONLINE	90636112		1	CONTRACT	GOTOASSIST CORP SERVICE CONTRACT NO. 50007208 SERVICE PERIOD 12/2/2007 - 1/1/2008		$	160.00	311 ARSENAL STREET WATERTOWN, MA 02472
			2	AMEND.01	GOTOASSIST CORP SERVICE CONTRACT NO. 50007208 SERVICE PERIOD 12/2/2007 - 1/1/2008		$	320.00
			1	AMEND.02	GOTOASSIST CORP SERVICE CONTRACT NO. 50007208 SERVICE PERIOD 12/2/2007 - 1/1/2008		$	160.00
			4	AMEND.03	GOTOASSIST CORP SERVICE CONTRACT NO. 50007208 SERVICE PERIOD 12/2/2007 - 1/1/2008		$	640.00
			2	PRORATED	GOTOASSIST CORP SERVICE CONTRACT NO. 50007208 SERVICE PERIOD 12/28/2007 -1/27/2008		$	380.00
			5		GOTOASSIST CORP SERVICE CONTRACT NO. 50007208 SERVICE PERIOD 12/2/2007 - 1/1/2008		$	800.00
			1		GOTOASSIST CORP SERVICE CONTRACT NO. 50007208 SERVICE PERIOD 12/2/2007 - 1/1/2008		$	160.00
MORE DIRECT	1460950		2	E22170	SCANJET 5590 FB CLR DUPL (L1910A#B1H)	SCN7A5TR097, SCN7A5TR0D3	$	527.48	311 ARSENAL STREET WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT		$	24.61
MORE DIRECT	1464232		1	59472D	RSA SID700 KEYFOB-5YR 5 (SID700-6-60-60-)		$	3,567.17	311 ARSENAL STREET WATERTOWN, MA 02472
			1	59470D	RSA SID700 KEYFOB-5YR 1 (SID700-6-60-60-)		$	713.44
			1	FREIGHT	FREIGHT		$	128.42
MORE DIRECT	1459230		20	98585A	SID820 S/W TOKEN 10YR-PE (SD820-8-60-120-)		$	1,123.40	311 ARSENAL STREET WATERTOWN, MA 02472

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-003
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1455864		30	5488172	400/800GB LTO-3 ULTRIUM (183900)		$	1,267.20	311 ARSENAL STREET WATERTOWN, MA 02472
MORE DIRECT	1456225		20	M16172	HIP 1 CABLE FOR AVAYA PH (61804-03)		$	546.60	311 ARSENAL STREET WATERTOWN, MA 02472
			20	600104	SUPRA MONAURAL HEADSET I (H51)		$	960.80
MORE DIRECT	1469916		1	5919729	ALTIRIS 5-INCIDENT SUPPO (30200-09)		$	1,750.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
MORE DIRECT	1466444		20	4621SWIP	TELEPHONE	061624006327,061624006334,	$	6,340.00	311 ARSENAL STREET
						061624006336,061624006337,			WATERTOWN, MA 02472
						061624006349, 061624006360,
						061624007113,061624007114,
						061624007116,061624007120,
						061624007136,061624007145,
						061625112183,061625112185,
						061625112186,061625112187,
						061625112586,061625112587,
						061625112588,061625112621
			10	128028	IP PHONE POWER INJECTOR (175707)		$	500.00
			1	FREIGHT	FREIGHT		$	171.00
RAID INCORPORATED	SI-19539		2	SB5602Q-20A	QLOGIC SWITCH 4GB 16PORT 2PS QT SOFTWARE	128706,128707	$	14,780.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			32	FTLF8524P2BNL	GBIC FINISAR SFP OPTICAL 3.3V 4GB ROHS	128636,128637,128638,128639,	$	1,920.00
						128640,128643,128644,128645,
						128646,128647,128648,128649,
						128650,128651,128652,128653,
						128654,128655,128656,128657,
						128658,128659,128660,128661,
						128662,128663,128664,128665,
						128666,128667,128668,128669
			2	SB-RACKKIT	ENC ACC SAN BOX RACK KIT SB 5000 SERIES	128708,128709	$	370.00
			1	FREIGHT	FREIGHT		$	118.00
MORE DIRECT	1495853		4	M22128	HIGH CAPACITY TONER CART		$	815.84	311 ARSENAL STREET
									WATERTOWN, MA 02472

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-003
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	FREIGHT	FREIGHT		$	24.48
MORE DIRECT	1489131	2	406448121	INTEL PRO 1000VT QUAD PO		$	796.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT		$	23.88
MORE DIRECT	1491251	6	F94514	5M FIBER OPTIC PATCH COR		$	195.24	1 HATELY ROAD
								BELFAST, ME 04915
		1	FREIGHT	FREIGHT		$	5.86
MORE DIRECT	1488753	6	907238	10M CBL MMF LC LC-62.5/1		$	226.26	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT		$	63.00
MORE DIRECT	1493899	1	M22112	PHASER 4510N LASER 45 PPM	ART319845F	$	539.50	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	M22125	550-SHEET FEEDER ADJUSTA		$	161.94
		1	M22125	550-SHEET FEEDER ADJUSTA		$	161.94
		1	M22131	2 YR EXTENDED WARR ONSITE		$	89.43
		1	FREIGHT	FREIGHT		$	317.90
MORE DIRECT	1493188	4	7521765	4GB CRUZER TITANIUM USB		$	145.68	1 HATLEY ROAD BELFAST, ME 04915
		1	FREIGHT	FREIGHT		$	12.59
MORE DIRECT	1492416	2	SB5602-08A-E	SANBOX 5602 4GB 8PT-ENAB	0803C00326, 0805C00828	$	8,234.60	1 HATLEY ROAD BELFAST, ME 04915
		1	FREIGHT	FREIGHT		$	247.04
MORE DIRECT	1482542	1	N43984	NOTIFICATION SYSTEM FOUN		$	2,195.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	N43985	SERVICE AND ASSET MGMT ADM		$	2,195.00
		1	FREIGHT	FREIGHT		$	131.70
MORE DIRECT	1502666	3	40K6816	4 GBPS FC 73.4GB/15K E-DD		$	2,517.72	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT		$	76.32
MORE DIRECT	1502111	1	M34313	OFFICEJET PRO L7580 CLR	SMY7B6640TG	$	218.55	5644 ANNIE OAKLEY WAY
								COLORADO SPRINGS, CO
								80923

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-003
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1502174	1	630277	CCPX5 PROJ XGA 2500 LUME	F7G002319	$	844.71	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT		$	21.12
MORE DIRECT	1500467	2	59471D	RSA SID700 KEYFOB-5YR 2		$	4,090.24	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT		$	36.39
MORE DIRECT	1500743	15	Q45230	PDF CONVERTER PROF 5		$	1,292.55	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	FREIGHT	FREIGHT		$	38.78
MORE DIRECT	1500444	1	59490D	RSA SID800 KEYFOB USB-5Y		$	948.36	1 HATLEY ROAD
								BELFAST, ME 04915
		1	FREIGHT	FREIGHT		$	28.45
DELL	XC992KN89	5	222-9578	LATITUDE D430, INTEL CORE2 DUO U7600, 1.20GHZ ULV, 533MHZ,	7Y5M5F1, DY5M5F1, 1Z5M5F1,	$	6,813.00	311 ARSENAL STREET
				2M L2 CACHE	JY5M5F1, HY5M5F1			WATERTOWN, MA 02472
		5	960-0407	COMPLETECARE ACCIDENTAL DAMAGE SVC, LAT, 3YR		$	745.00
		5	987-1189	GOLD TECH SUPPORT, LAT, INIT (REL)		$	240.00
		5	987-1277	GOLD TECH SUPPORT, LAT, 2YR EXT (REL)		$	155.00
DELL	XCCXMX5D7	1	312-0402	9-CELL/85-WHR PRIMARY BATTERY DELL PRECISION, M65,		$	159.00	311 ARSENAL STREET
				CUSTOMER				WATERTOWN, MA 02472
DELL	XCDW5RFD4	8	A0454078	DIGITAL VIDEO CABLE-6FT		$	152.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		2	A1239684	FIREMV 2400 VIDADPT ROHS-256MB PCIE NOT FOR OPTIPLEX 745	18074500777701, 18074502264301	$	840.00
DELL	XCDPNP651	16	223-0695	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E6750/2.66GHZ, 4M, VT, 1333FSB	HS44KF1, BV44KF1, 5T44KF1, 6T44KF1, 8T44KF1, BT44KF1,	$	12,051.68	311 ARSENAL STREET WATERTOWN, MA 02472
					DT44KF1, FT44KF1, HT44KF1,
					JT44KF1, 2V44KF1, 3V44KF1,
					4V44KF1, 6V44KF1, 8V44KF1,
					3T44KF1
		16	987-1247	GOLD TECH SUPPORT, OPTI, INIT (REL)		$	531.52
		16	987-1258	GOLD TECH SUPPORT, OPTI, 2YR EXT (REL)		$	572.48

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-003
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
DELL	XCDR6XWX4	16	223-0295	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO	5V44KF1, FW44KF1, CV44KF1,	$	12,051.68	311 ARSENAL STREET
				E6750/2.66GHZ, 4M, VT, 1333FSB	HV44KF1, JV44KF1, 1W44KF1,			WATERTOWN, MA 02472
					2W44KF1, 4W44KF1, 6W44KF1,
					7W44KF1, 8W44KF1, 9W44KF1,
					8W44KF1, CW44KF1, DW44KF1,
					9V44KF1
		16	987-1247	GOLD TECH SUPPORT, OPTI, INIT (REL)		$	531.52
		16	987-1258	GOLD TECH SUPPORT, OPTI, 2YR EXT (REL)		$	572.48
DELL	XCDR6RTT5	8	320-5647	DELL ULTRASHARP 2407FP 2407FPW-HC, 24.0 INCH VIS OPTIPLEX.		$	4,720.00	311 ARSENAL STREET
				PRECISION AND LATITUDE, CUSTOMER INSTALL				WATERTOWN, MA 02472
DELL	XCDPNW7J2	8	223-0695	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO	54K3KF1, 94K3KF1, C4K3KF1,	$	6,025.84	311 ARSENAL STREET
				E6750/2.66GHZ, 4M, VT, 1333FSB	C5K3KF1, 25K3KF1, 55K3KF1,			WATERTOWN, MA 02472
					75K3KF1, F4K3KF1
		8	987-1247	GOLD TECH SUPPORT, OPTI, INIT (REL)		$	265.76
		8	987-1258	GOLD TECH SUPPORT, OPTI, 2YR EXT (REL)		$	286.24
DELL	XCDRKJ8J5	6	222-7947	LATITUDE D630, INTEL CORE 2 DUO T7300, 2.00GHZ, 800MHZ 4M L2	6LS7KF1, 9LS7KF1, 1MS7KF1,	$	6,400.86	311 ARSENAL STREET
				CACHE, DUAL CORE	FLS7KF1, HLS7KF1, CLS7KF1			WATERTOWN, MA 02472
		6	960-0407	COMPLETECARE ACCIDENTAL DAMAGE SVC, LAT, 3YR		$	894.00
		6	986-8177	DELL HARDWARE WARRANTY, INITIAL YEAR		$	654.00
		6	987-1169	GOLD TECH SUPPORT, LAT, INIT (REL)		$	288.00
		6	987-1277	GOLD TECH SUPPORT, LAT, 2YR EXT (REL)		$	186.00
		6	310-7276	CLASSIC NYLON CARRYING CASE FOR DELL LATITUDE D-FAMILY		$	174.00
				NOTEBOOKS
DELL	XCDTC8TW3	24	222-7947	LATITUDE D630, INTEL CORE 2 DUO T7300, 2.00GHZ, 800MHZ 4M L2	79S7KF1, 6FS7KF1, G9S7KF1,	$	25,603.44	311 ARSENAL STREET
				CACHE, DUAL CORE	1BS7KF1, 4BS7KF1, 7BS7KF1,			WATERTOWN, MA 02472
					BBS7KF1, FBS7KF1, JBS7KF1,
					3CS7KF1, 4CS7KF1, 5CS7KF1,
					6CS7KF1, 8CS7KF1, DCS7KF1,
					1DS7KF1, 6DS7KF1, BDS7KF1,
					GDS7KF1, 2FS7KF1, CFS7KF1,
					DFS7KF1, HFS7KF1, B9S7KF1
		24	960-0407	COMPLETECARE ACCIDENTAL DAMAGE SVC, LAT, 3YR		$	3,576.00
		24	986-8177	DELL HARDWARE WARRANTY, INITIAL YEAR		$	2,616.00
		24	987-1169	GOLD TECH SUPPORT, LAT, INIT (REL)		$	1,152.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-003
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		24	987-1277	GOLD TECH SUPPORT, LAT, 2YR EXT (REL)		$	744.00
		24	310-7276	CLASSIC NYLON CARRYING CASE FOR DELL LATITUDE D-FAMILY		$	696.00
				NOTEBOOKS
IBM	P055064	1	90P1310	146.8G HDD (INVOICE IS DUE TO NON-RETURN OF		$	600.48	311 ARSENAL STREET
				WARRANTY/REPLACED PART)				WATERTOWN, MA 02472
KESLE SYSTEMS	206991	48		BROUKTROUT/CANTATA SR 140-48F-DR		$	0.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1		RIGHTFAX 9.3 ENTERPRISE SERVER SOFTWARE		$	5,295.00
		1		RIGHTFAX 9.3 PDF MODULE-PR		$	1,895.00
		57		RIGHTFAX 9.3 CHANNEL UPGRADES-PR		$	23,615.10
		2		BROOKTROUT/CANTATA SR-140 48F-PR		$	27,190.00
		1		RIGHTFAX INTEGRATION MODULE-PR		$	9,495.00
		1		NEVERFAIL FOR RIGHTFAX-PR		$	15,950.00
		1		PREMIUM ANNUAL SUPPORT-PR		$	22,012.00
		1		PROFESSIONAL SERVICES AND DEPLOYMENT		$	20,000.00
		1		RIGHTFAX 9.3 ENTERPRISE SERVER SOFTWARE (DR)		$	2,648.00
		96		NEVERFAIL SERVER CHANNEL LICENSE-PR		$	21,888.00
		1		RIGHTFAX INTEGRATION MODULE-DR		$	4,748.00
		1		RIGHTFAX 9.3 PDF MODULE-DR		$	948.00
LEARN.COM, INC,	INV99180381	5000	LC1015	LEARNCENTER LICENSE FEES-HOSTED		$	75,000.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	LC1009	LEVEL 2 SUPPORT		$	9,000.00
		1	LC2007	SSL ENCRYPTION		$	1,000.00
THE PAPPAS COMPANY, INC.	8798	1		FURNISHED AND INSTALLED ONE WOODFOLD MANUAL GRADE “A” CLEAR MAPLE ROLL UP DOOR IN STRICT ACCORDANCE WITH SIGNED PROPOSAL #9988		$	6,196.00	311 ARSENAL STREET WATERTOWN, MA 02472
UNION OFFICE	21778	1	FEL25041	RTA ORGANIZER, LITER, 24CMPT, LTR, GY		$	89.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	832472A	T-MOLD EDGE WORKSURFACE 24D 72W		$	2,799.00
						$	408,666.03

ORIGINAL

Leaseline Schedule No. LL-003
dated January 1, 2008

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition Period	Leaseline Maximum		Lease Rate Factors	Lessor’s Basis	Rental Payment
			Hardware: 0.029330 Software: 0.031758*
From January 1, 2008 through March 31, 2008	$	1,000,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items. *See Special Term No. 5 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor ’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the first day of each Rental Period.	Base Term: 36 months.
Rental Period: Each calendar month during the Term.	Base Term Commencement Date: April 1, 2008
Billing Address (if different from Lessee’s address stated above) :

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	As Lessor will be acquiring certain of the Equipment from Lessee, Lessor’s obligations under this Schedule shall be contingent on the execution by Lessee of documentation satisfactory to Lessor providing for the purchase of the Equipment and receipt by Lessor of such other documentation as it may request, including, without limitation, vendor invoices, canceled checks, bills of sale, and other documentation describing the Equipment and the prices paid therefore by Lessee and/or evidencing Lessee’s title thereto.
3.	It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.
4.	Lessee shall maintain EBITDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000
The four-consecutive-fiscal-quarter period ending March 31, 2008	$	11,030,000
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of

ORIGINAL

	this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization expenses, determined in accordance with GAAP; “Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP: and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.
5.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.031758, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
6.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
7.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor an amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)			MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers		By:	/s/ Jennifer E. Gordon
	Name/Title:	Carl Byers/CFO		Name/Title:	Jennifer E. Gordon Contracts Manager
	Date: 1/15/08			Date: 1/16/08

ORIGINAL

		MASTER EQUIPMENT LEASE AGREEMENT STIPULATED LOSS VALUES
LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road, Suite 100 Bloomfield Hills, MI 48302
City/State/Zip:	Watertown, MA 02472	Lease Number:	Schedule Number:	003

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss
Rental Period	Value Percentage
1		107.75	%
2		105.27	%
3		102.77	%
4		100.27	%
5		97.75	%
6		95.23	%
7		92.69	%
8		90.14	%
9		87.59	%
10		85.02	%
11		82.44	%
12		79.85	%
13		77.28	%
14		74.72	%
15		72.14	%
16		69.56	%
17		66.96	%
18		64.36	%
19		61.74	%
20		59.12	%
21		56.48	%
22		53.83	%
23		51.17	%
24		48.50	%
25		46.00	%
26		43.48	%
27		40.95	%
28		38.41	%
29		35.87	%
30		33.31	%
31		30.75	%
32		28.17	%
33		25.59	%
34		22.99	%
35		20.39	%
36		17.77	%

CBB	JEG
Lessee Initials	Lessor Initials

ORIGINAL

Leaseline Summary
dated May 27, 2008
for Leaseline Schedule No. LL-004

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	450,461.66		0.02876	$	12,955.28
Software/Soft Cost (up to 25%):	$	150,153.89		0.02876	$	4,318.42
Software/Soft Cost (in excess of 25%):	$	213,016.87		0.03104	$	6,612.04
Total:	$	813,632.42			$	23,885.74

2.	The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.
3.	The Maximum Soft Cost Percentage shall be 47%, Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03104, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
4.	The Acquisition Period of April 1, 2008 through June 30, 2008 shall be deleted and replaced with April 1, 2008 through May 31, 2008.
5.	The Base Term Commencement Date of July 1, 2008 shall be deleted and replaced with June 1, 2008.
6.	Due Dates: Rental Payments are due in arrears on the last day of each Rental Period.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title:	Carl Byers/CFO	Name/Title:	Jennifer E. Gordon
Date:	May 29, 2008		Contracts Manager
		Date:	5/29/08

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1522105		40	A0529982-ALC	ALLCOMPONENTS 1GB 1024M		$	1,151.60	311 ARSENAL STREET
									WATERTOWN, MA 02472
			20	A0631777-ALC	ALLCOMPONENTS 1GB 1024M		$	575.80
			4	F94513	10M FIBER OPTIC PATCH CO		$	150.84
			1	FREIGHT	FREIGHT CHARGES		$	56.35
MORE DIRECT	1522104		16	FTLF-8524-P2BNV	FINISAR SW 4GB SFP 550M	PD92J1G, PD92JA3, PD92JJ5,	$	2,520.64	1 HATLEY ROAD
						PDA1K9H, PDA1KAH, PDA1QR5,			BELFAST, ME 04915
						PDA1QUH, PDA1QUY, PDA1QVB,
						PDA1QW1, PDA1ROX, PDA1R2A,
						PDA1RC5, PDA1TYA, PDA1TYD,
						PDA1TYY
			1	091050	CORE CAT 2950 24PT 10/10 (WS-C2950-24)	FOC1203Z9L7	$	569.91
			1	57829F	PRO3 KVM SWCH 16PT PS/2 (F1DA116Z)		$	364.43
			16	F1D9400-10	OMNVW DUAL PRT OCTPUS CB		$	476.16
			4	LK 5000-4PORT	QLOGIC PORT UPGRADE	LK0812SL0F8S, LK0812SL0FE6,	$	5,849.60
						LK0812SL0FEL, LK0812SL0FMS
			1	FREIGHT	FREIGHT CHARGES		$	217.82
MORE DIRECT	1520346		1	630277	CCPX5 PROJ XGA 2500 LUME (CPX5)	F7G002249	$	832.04	4933 BROWSTONE CT
									ELK GROVE, CA 95758
			1	FREIGHT	FREIGHT CHARGES		$	20.80
MORE DIRECT	1520072		1	M34313	OFFICEJET PRO L7580 CLR (C8187A#ABA)	SMY8266213S	$	218.55	20 HIGHWAY 87
									COMFORT, TX 78013
			1	FREIGHT	FREIGHT CHARGES		$	29.91
MORE DIRECT	1519732		20	98585A	SID820 S/W TOKEN 10YR-PE (SD820-8-60-120)		$	1,123.40	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT CHARGES		$	33.70
MORE DIRECT	1505095		20	M16172	HIP 1 CABLE FOR AVAYA PH (61804-03)		$	643.40	311 ARSENAL STREET
									WATERTOWN, MA 02472
			20	600104	SUPRA MONAURAL HEADSET I (H51)		$	954.00
			1	FREIGHT	FREIGHT CHARGES		$	47.92
MORE DIRECT	1513452		2	6795369	WIRELESS OPTICAL DESKTOP (65W-00001)		$	92.54	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT CHARGES		$	14.06

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1527993		14	5219837	CAT6 UTP PATCH CABLE, B1 (A3L980-30-BLU-S)		$	158.90	1 HATLEY ROAD
									BELFAST, ME 04915
			1	FREIGHT	FREIGHT CHARGES		$	90.75
MORE DIRECT	1527610		6	7979CCU	IBM SYSTEM X3650 2.66G 8	1S7979CCUKQPLFV4,	$	13,979.04	311 ARSENAL STREET
						1S7979CCUKQPLFV7,			WATERTOWN, MA 02472
						1S7979CCUKQYKNB6,
						1S7979CCUKQYKNB8,
						1S7979CCUKQYKNL4,
						1S7979CCUKQYKNL5
			6	43W5825	QUAD-CORE INTEL XEON PRO	1S43W5825KQZDDV3,	$	5,947.62
						1S43W5825KQZDFV6,
						1S43W5825KQZDFV7,
						1S43W5825KQZDFV9,
						1S43W5825KQZDFW3,
						1S43W5825KQZDGT0
			24	39M5791	4G PC2-5300 CL5 ECC DDR2	1S39M57919206A2K,	$	6,050.88
						1S39M57919206A38,
						1S39M57919206A54,
						1S39M57919206A5D,
						1S39M57919206A5L,
						1S39M57919206A61,
						1S39M57919206A64,
						1S39M57919206A65,
						1S39M57919206A66,
						1S39M57919206A6A,
						1S39M57919206A6F,
						1S39M57919206A6G,
						1S39M57919206A6H,
						1S39M57919206A6V,
						1S39M57919206A7A,
						1S39M57919206A7G,
						1S39M57919206A7N,
						1S39M57919206A7R,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
						1S39M57919206A7W,
						1S39M57919206ABD,
						1S39M57919106AG7,
						1S39M57919206AGR,
						1S39M57919206AH3,
						1S39M57919206AK1
			12	43X0824	146GB SAS 10K SFF HS	1S43X082499B5678,	$	2,600.28
						1S43X082499B5680,
						1S43X082499B5946,
						1S43X082499B5947,
						1S43X082499B5958,
						1S43X082499B5962,
						1S43X082499B5963,
						1S43X082499B5969,
						1S43X082499B5972,
						1S43X082499B5973,
						1S43X082499B5985,
						1S43X082499B6000
			6	39R6525	IBM 4-GBPS FC SINGLE-POR	1S39R6525230YBW3,	$	3,347.46
						1S39R6525230YBW6,
						1S39R6525230YBWB,
						1S39R6525230YBWN,
						1S39R6525230YBWV,
						1S39R6525230YC5X
			6	40K1905	POWER SUPPLY-HOT-PLUG	1S40K19059907637,	$	650.04
						1S40K19059907640,
						1S40K19059907641,
						1S40K19059907643,
						1S40K19059907644,
						1S40K19059907646

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			6	39Y9566	IBM REMOTE SUPERVISOR AD	1S39Y95669973694,	$	698.64
						1S39Y95669973695,
						1S39Y95669973696,
						1S39Y95669973697,
						1S39Y95669973698,
						1S39Y95669973699
			6	21P2078	WARRANTY SERVICE UPGRADE		$	2,908.92
			1	FREIGHT	FREIGHT CHARGES		$	442.74
MORE DIRECT	1526432		15	61804-03	HIP 1 CABLE FOR AVAYA PH		$	482.55	311 ARSENAL STREET
									WATERTOWN, MA 02472
			15	H51	SUPRA MONAURAL HEADSET I		$	715.50
			10	27019-03	IN-LINE Y ADAPTER TRAINE		$	224.50
			1	FREIGHT	FREIGHT CHARGES		$	42.68
MORE DIRECT	1526405		10	27140	1FT CAT6 BLUE UTP PATCH		$	23.80	1 HATLEY ROAD
									BELFAST, ME 04915
			20	A3L980-02-BLU-S	CAT6 SNAGLESS PATCH CABLE		$	97.80
			40	27141	3FT CAT6 BLUE UTP PATCH		$	109.20
			10	A3L980-04-BLU-S	PATCH CABLE-RJ-45 (M)		$	52.40
			1	FREIGHT	FREIGHT CHARGES		$	198.68
MORE DIRECT	1526958		1	Q6687A#BCC	HP DESIGNJET T1100 44IN	MY81L4C08S	$	4,894.45	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1	Q1398A	HEWLETT PACKARD SUPPLIES		$	15.12
			1	C9371A	HP 72 CYAN INK CARTRIDGE		$	49.69
			1	C9374A	HP 72 GRAY INK CARTRIDGE		$	49.69
			1	C9372A	HP 72 MAGENTA INK CARTRIDGE		$	49.69
			1	C9403A	HP 72 MATTE BLACK INK CARTRIDGE		$	49.69
			1	C9370A	HP 72 PHOTO BLACK INK CARTRIDGE		$	49.69
			1	C9373A	HP 72 YELLOW INK CARTRIDGE		$	49.69
			1	C9383A	72 MAGN/CYAN PRINTHEAD		$	50.60
			1	C9384A	72 MATTE BLK/YLW-PRINT		$	50.60
			1	7767C3U	X61 TS L7500 1GB/100 DVR	1S7767C3ULVB33PN	$	2,238.97
			1	7767C3U	X61 TS L7500 1GB/100 DVR	1S7767C3ULVB33KP	$	2,238.97
			1	FREIGHT	FREIGHT CHARGES		$	293.61

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1525093		2	SB-RACKKIT	RACKKIT FOR SB5202 AND S	0811C01557,0812C00409	$	341.74	1 HATLEY ROAD
									BELFAST, ME 04915
			1	FREIGHT	FREIGHT CHARGES		$	82.16
MORE DIRECT	1525492		1	AP5017	APC 17IN RM KYBD MON MOU	SNA0804015468	$	1,767.04	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT CHARGES		$	53.01
MORE DIRECT	1524673		16	F1D9401-12	12FT OMNIVIEW ENTERPRISE		$	534.40	1 HATLEY ROAD
									BELFAST, ME 04915
			1	FREIGHT	FREIGHT CHARGES		$	149.46
MORE DIRECT	1524244		1	J7934G#ABA	HP JETDIRECT 620N FAST E		$	338.29	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT CHARGES		$	34.25
MORE DIRECT	1522682		4	33175	5M FIBER OPTIC PATCH COR		$	130.16	1 HATLEY ROAD
									BELFAST, ME 04915
			1	GS116NA	16 PORT 10/100/1000MBPS S	1MN1821800189	$	178.42
CAROUSEL	345691		1	2393	CAROUSEL-48 MONTHLY MAINTENANCE CONTRACT CHARGES		$	3,178.12	311 ARSENAL STREET
					2/13/07-2/28/11				WATERTOWN, MA 02472
NETWORK	INV58185		2	CISCO7204VXR	4-SLOT CHASSIS, 1 AC SUPPLY W/IP SOFTWARE	74085197, 74079798	$	4,500.00	311 ARSENAL STREET
LIQUIDATORS									WATERTOWN, MA 02472
			2	NPE-400	CISCO 7200VXR NPE-400	14129278, 21017395	$	4,400.00
			2	C7200-I/O-2FE/E	CISCO 7200 I/O CROL 2PT 10/100 ETH	29863470, 30411742	$	3,000.00
			4	PWR-7200-AC	CISCO 7200 P/S AC US	9902059958, QCS00181TP,	$	900.00
						113706, QCS01020KC
			2	MEM-SD-NPE-256MB	256MB NPE-300 SDRAM FACTORY INSTALLED		$	360.00
			2	MEM-NPE-400-512MB	CISCO 7200 NPE-400 512MB MEM UPGRADE		$	510.00
			2	MEM-I/O-FLD128M	CISCO 7200 I/O PCCARD FL DISK 128MB SPAR		$	290.00
			2	PA-POS-OC3SML	1PT PACKET/SONET OC3/STM1 SM LR PT ADPT	16094620, 27482974	$	2,900.00
NETWORK	INV58880		2	ASA5520-BUN-K9	ASA 5520 APPLIANCE WITH SW, HA, 4GE+1FE, 3DES/AES		$	8,800.00	1 HATLEY ROAD
LIQUIDATORS									BELFAST, ME 04915

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
DONAHUE	4491P-1		1		50% CUSTOMER DEPOSIT ON (110) NEW SITMATIC CHARIS PER		$	25,074.50	1 HATLEY ROAD
					PROPOSAL DATED 3/6/08				BELFAST, ME 04915
WAUSAU	INV37429DP				INTEGRAPAY INSTALLING A SECOND FULL SITE - SO# 37429		$	12,091.00	1 HATLEY ROAD
									BELFAST, ME 04915
					REPLICATING 4.04.01 AND 4.07.03 ENVIRONMENTS - SO#34728		$	8,303.00
SUBURBAN ELECTRIC	10653				INSTALL 2 INOVA DISPLAY BOARDS SUPPLIED BY OTHERS;		$	5,940.00	311 ARSENAL STREET
					INSTALL (4) COMPUTER MONITORS WALL MOUNTED SUPPLIED BY				WATERTOWN, MA 02472
					OTHERS; SUPPLY, WIRE AND INSTALL (2) DEDICATED 20 AMP 120
					VOLT CIRCUITS; SUPPLY, WIRE AND INSTALL (2)
					DUPLEX RECEPTACLES; SUPPLY WIRE AND INSTALL (2) DOUBLE
					DUPLEX RECEPTACLES; SUPPLY, WIRE AND INSTALL (3) DATA
					LOCATIONS.
ADAPTIVE	AC-20080101		1	N7-SYSTEM-R	MATRIX N7 SYSTEM BUNDLE INCLUDING CHASSIS, FAN TRAY AND		$	5,772.25	1 HATLEY ROAD
					TWO POWER SUPPLY				BELFAST, ME 04915
			2	7G4282-49	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 48		$	20,894.50
					10/100/1000 BASE-TX PORTS VIA RJ45 AND 1 NETWORK
					EXPANSION MODULE (NEM) SLOT
			4	7G-6MGBIC-B	NETWORK EXPANSION MODULE (NEM) WITH 6 1000BASE-X PORTS		$	7,689.00
					VIA MINI-GBIC W/100FX MGBIC SUPPORT
			8	MGBIC-LC01	1000BASE-SX MINI GBIC W/LC CONNECTOR		$	2,178.00
			1	C3G124-48P	STACK 48 PORT POE RJ45 – 4 SFP COMBO		$	4,672.25
			2	N-POE-1200W	MATRIX POE 1200W WATT AC POWER SUPPLY		$	1,320.00
			1	N5-SYSTEM-R	MATRIX N5 SYSTEM BUNDLE INCLUDING CHASSIS, FAN TRAY AND		$	6,322.25
					TWO CHASSIS POWER SUPPLIES
			2	7G4285-49	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 48		$	16,494.50
					10/100/1000BASE-TX POE PORTS VIA RJ45 AND 1 NETWORK
					EXPANSION MODULE (NEM) SLOT
			1	7G4205-72	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 72		$	15,397.25
					10/100/1000 BASE-TX POE PORTS VIA RJ45 (POE SUPPORTED IN
					THE N5 ONLY)

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	RBT-8110	ROAMABOUT 8110 WIRELESS SWITCH WITH LICENSE FOR 24		$	3,297.25
					ACCESS POINTS
			6	RBT-1002	ROAMABOUT AP 1002 FOR USE WITH THE WIRELESS SWITCH		$	1,382.70
COMPELLENT	STDINV05132		1	QS4-DUAL-UPR	QUICKSTART 4GB CLUSTERED CONTROLLER UPGRADE		$	8,000.00	55 MIDDLESEX TURNPIKE
					INCLUDES:				BEDFORD, MA 01730
			1	CT-SC020	STORAGE CONTROLLER, 3U	KB28132
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0749E67959
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			1	QS4-BASE-SFC	QUICKSTART 4GB SBOD BASE BUNDLE INCLUDES:		$	9,600.00
			1	CT-SC020	STORAGE CONTROLLER, 3U	KB04152
			1	EN-SB4X16	COMPELLENT ENCLOSURE, SBOD, FC, 4GB, 16 BAY	SHU56152000B12A
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0749E67960
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			4	PA-ENCL-EXP	ENCLOSURE UPGRADE CONNECTIVITY KIT INCLUDES:		$	2,400.00
			16	EN-SFP	ENCLOSURE, SFP
			16	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			29	DS-F300X10K	300GB, FC, 2GB, 10K RPM HDD	DSSC30A3KR4ELRY,	$	40,600.00
						DSSC30A3KR4HHV7,
						DSSC30A3KR4J20X,
						DSSC30A3KR4KXW4,
						DSSC30A3KR4KY29,
						DSSC30A3KR4KYMK,
						DSSC30A3KR4KZG3,
						DSSC30A3KR4KZG7,
						DSSC30A3KR4KZLV,
						DSSC30A3KR4LBKD,
						DSSC30A3KR4LEJS,
						DSSC30A3KR4LF1Z,
						DSSC30A3KR4LGCF,
						DSSC30A3KR4LH2J,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
						DSSC30A3KR4LH2P,
						DSSC30A3KR4LH41,
						DSSC30A3KR4LM4Y,
						DSSC30A3KR4LMND,
						DSSC30A3KR4LNM8,
						DSSC30A3KR4LR7N,
						DSSC30A3KR4LT27,
						DSSC30A3KR4LT2D,
						DSSC30A3KR4LYK2,
						DSSC30A3KR4M214,
						DSSC30A3KR4MFLB,
						DSSC30A3KR4MFSA,
						DSSC30A3KR4MHZT,
						DSSC30A3KR4ML10,
						DSSC30A3KR4MZ9E
			50	DS-S750X7K	750GB SATA 7K RPM HDD	DSSS75A5QD0KT4S,	$	35,000.0
						DSSS75A5QD0YCYB,
						DSSS75A5QD0YHF3,
						DSSS75A5QD0YX59,
						DSSS75A5QD104WS,
						DSSS75A5QD1065S,
						DSSS75A5QD10FYY,
						DSSS75A5QD10HZX,
						DSSS75A5QD10J8N,
						DSSS75A5QD10MRB,
						DSSS75A5QD10N3D,
						DSSS75A5QD10RCT,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE	EQUIPMENT LOCATION
					DSSS75A5QD10TME,
					DSSS75A5QD10X3J,
					DSSS75A5QD11L4R,
					DSSS75A5QD11L52,
					DSSS75A5QD11L8Q,
					DSSS75A5QD11LA6,
					DSSS75A5QD11LNT,
					DSSS75A5QD11RXW,
					DSSS75A5QD11S74,
					DSSS75A5QD11SG8,
					DSSS75A5QD11SNA,
					DSSS75A5QD11TC8,
					DSSS75A5QD1238X,
					DSSS75A5QD123JV,
					DSSS75A5QD125Y7,
					DSSS75A5QD354E2,
					DSSS75A5QD3A8ST,
					DSSS75A5QD3BG6N,
					DSSS75A5QD3C258,
					DSSS75A5QD3EYDV,
					DSSS75A5QD3H0GQ,
					DSSS75A5QD3H1EF,
					DSSS75A5QD3H1LD,
					DSSS75A5QD3L9KH,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
						DSSS75A5QD3L9LS,
						DSSS75A5QD3L9LL,
						DSSS75A5QD3L9LM,
						DSSS75A5QD3L9M3,
						DSSS75A5QD3L9MG,
						DSSS75A5QD3L9MK,
						DSSS75A5QD3L9MV,
						DSSS75A5QD3LB1T,
						DSSS75A5QD3LB32,
						DSSS75A5QD3LB6G,
						DSSS75A5QDZ02SM,
						DSSS75A5QD20DZH,
						DSSS75A5QDZ0E4D,
						DSSS75A5QDZOEBP
			3	EN-BLNK	ENCLOSURE BLANK, FC		$	0.00
			3	EN-SA2X16	COMPELLENT ENCLOSURE, SATA, 2GB, 16 BAY INCLUDES:	SHU44534000B5D0,	$	14,940.00
						SHU44534000B5D9,
						SHU44534000B7E6
			1	EN-SB4X16	COMPELLENT ENCLOSURE, SBOD, FC, 4GB, 16 BAY	SHU56152000B140	$	5,200.00
			4	IO-F4X2S-X	IO, FC, 4GB, 2 PORT, STD PROFILE, PCI-X	RFC0719U45879,	$	8,000.00
						RFC0719U46275,
						RFC0737F14622, RFC0737F14758
			2	IO-I1X2S-X	IO, ISCSI, 1GB, 2 PORT, STD PROFILE, PCI-X	GS10744A49067, GA10744A49123	$	2,590.00
			1	QS-BASE-FC-SW	QUICKSTART FC BASE SOFTWARE INCLUDES:		$	5,000.00
			1	SW-DYNC-BASE	SW, DYNAMIC CAPACITY BASE LICENSE
			1	SW-SCOS-BASE	SW, STORAGE CENTER CORE BASE LICENSE
			1	QS-DUAL-UPR-SW	QUICKSTART CLUSTERED CONTROLLER UPGRADE SOFTWARE INCLUDES:		$	0.00
			1	SW-DCNT-BASE	SW, DYNAMIC CONTROLLERS BASE LICENSE
			1	SW-DAPR-BASE	SW, DATA PROGRESSION BASE LICENSE		$	6,000.00
			8	SW-DAPR-EXP	SW, DATA PROGRESSION EXPANSION LICENSE		$	19,200.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			8	SW-DCNT-EXP	SW, DYNAMIC CONTROLLERS EXPANSION LICENSE		$	0,00
			1	SW-DIRP-BASE	SW, DATA INSTANT REPLAY BASE LICENSE		$	7,000.00
			8	SW-DIRP-EXP	SW, DATA INSTANT REPLAY EXPANSION LICENSE		$	9,600.00
			8	SW-DYNC-EXP	SW, DYNAMIC CAPACITY EXPANSION LICENSE		$	9,600.00
			1	SW-RIRA-BASE	SW, REMOTE INSTANT REPLAY ASYNCHRONOUS BASE LIC		$	9,000.00
			8	SW-RIRA-EXP	SW, REMOTE INSTANT REPLAY ASYNCHRONOUS EXP LICENSE		$	19,200.00
			1	SW-RIRS-BASE	SW, REMOTE INSTANT REPLAY SYNCHRONOUS BASE LIC		$	0.00
			8	SW-RIRS-EXP	SW, REMOTE INSTANT REPLAY SYNCHRONOUS EXP LICENSE		$	0.00
			8	SW-SCOS-EXP	SW, STORAGE CENTER CORE EXPANSION LICENSE		$	9,600.00
			1	PS-1002	COMPELLENT INSTALLATION, CLUSTERED CONTROLLERS		$	4,750.00
			1	PS-1007	COMPELLENT INSTALLATION, REPLICATION ADDITION		$	5,000.00
			1	HW-MTC	ANNUAL HARDWARE SUPPORT		$	9,161.00
			1	SW-MTC	ANNUAL SOFTWARE SUPPORT		$	17,496.00
			1		TRADE DISCOUNT		$	-114,747.00
COMPELLENT	STDINV05134		1	QS4-BASE-SATA	QUICKSTART 2GB SATA BASE BUNDLE		$	9,500.00	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730
			1	CT-SC020	STORAGE CONTROLLER, 3U	KB04151
			1	EN-SA2X16	COMPELLENT ENCLOSURE, SATA, 2GB, 16 BAY INCLUDES:	SHU44534000B8B2
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0749E67989
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			1	QS4-DUAL-UPR	QUICKSTART 4GB CLUSTERED CONTROLLER UPGRADE INCLUDES:		$	8,000.00
			1	CT-SC020	STORAGE CONTROLLER, 3U	KB04121
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0749E67989
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			1	PA-ENCL-EXP	ENCLOSURE UPGRADE CONNECTIVITY KIT INCLUDES:		$	600.00
			4	EN-SFP	ENCLOSURE, SFP
			4	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			22	DS-S750X7K	750GB SATA 7K RPM HDD	DSSS75A5QD0Y99L,	$	15,400.00
						DSSS75A5QD0YSD5,
						DSSS75A5QD123M6,
						DSSS75A5QD3509C,
						DSSS75A5QD38RTM,
						DSSS75A5QD3AYAL,
						DSSS75A5QD3DT34,
						DSSS75A5QD3DV8T,
						DSSS75A5QD3GYR4,
						DSSS75A5QD3H1F1,
						DSSS75A5QD3H1ZX,
						DSSS75A5QD3H20T,
						DSSS75A5QD3H25E,
						DSSS75A5QD3H3YP,
						DSSS75A5QD3L9H6,
						DSSS75A5QD3L9HW,
						DSSS75A5QD3L9KT,
						DSSS75A5QD3L9KZ,
						DSSS75A5QD3L9M1,
						DSSS75A5QD3L9MR,
						DSSS75A5QD3LB2X,
						DSSS75A5QD3LB6A
			10	EN-BLNK-SATA	ENCLOSURE BLANK, SATA		$	0.00
			1	EN-SA2X16	COMPELLENT ENCLOSURE, SATA, 2GB, 16 BAY	SHU44534000B880	$	4,980.00
			4	IO-F4X2S-X	IO, FC, 4GB, 2 PORT, STD PROFILE, PCI-X	RFC0719U46005,	$	8,000.00
						RFC0719U46286,
						RFC0737F14745, RFC0737F14888
			2	IO-I1X2S-X	IO, SCSI, 1GB, 2 PORT, STD PROFILE, PCI-X	GS10744A50279, GS10744A50389	$	2,590.00
			1	QS-BASE-SATA-SW	QUICKSTART SATA BASE SOFTWARE		$	5,000.00
			1	SW-DYNC-BASE	SW, DYNAMIC CAPACITY BASE LICENSE

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	SW-SCOS-BASE	SW, STORAGE CENTER CORE BASE LICENSE
			1	QS-DUAL-UPR-SW	QUICKSTART CLUSTERED CONTROLLER UPGRADE SOFTWARE INCLUDES:		$	0.00
			1	SW-DCNT-BASE	SW, DYNAMIC CONTROLLERS BASE LICENSE
			1	SW-DAPR-BASE	SW, DATA PROGRESSION BASE LICENSE		$	6,000.00
			1	SW-DAPR-EXP	SW, DATA PROGRESSION EXPANSION LICENSE		$	2,400.00
			1	SW-DCNT-EXP	SW, DYNAMIC CONTROLLERS EXPANSION LICENSE		$	0.00
			1	SW-DIRP-BASE	SW, DATA INSTANT REPLAY BASE LICENSE		$	7,000.00
			1	SW-DIRP-EXP	SW, DATA INSTANT REPLAY EXPANSION LICENSE		$	1,200.00
			1	SW-DYNC-EXP	SW, DYNAMIC CAPACITY EXPANSION LICENSE		$	1,200.00
			1	SW-SCOS-EXP	SW, STORAGE CENTER CORE EXPANSION LICENSE		$	1,200.00
			1	PS-10002	COMPELLENT INSTALLATION, CLUSTERED CONTROLLERS		$	4,750.00
			1	HW-MTC	ANNUAL HARDWARE SUPPORT		$	5,410.00
			1	SW-MTC	ANNUAL SOFTWARE SUPPORT		$	4,860.00
			1		TRADE DISCOUNT		$	-27,000.00
COMPLELLENT	STDINV05131		1	QS4-DUAL-UPR	QUICKSTART 4GB CLUSTERED CONTROLLER UPGRADE INCLUDES:		$	8,000.00	311ARESENAL STREET WATERTOWN, MA 02472
			1	CT-SC020	STORAGE CONTROLLER, 3U	KB04192
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0749E67999
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			1	QS4-BASE-SFC	QUICKSTART 4GB SBOD BASE BUNDLE INCLUDES:		$	9,600.00
			1	CT-SC020	STORAGE CONTROLLER, 3U	KB04122
			1	EN-SB4X16	COMPELLENT ENCLOSURE, SBOD, FC, 4GB, 16 BAY	SHU56152000B467
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0749E67957
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			2	PA-ENCL-EXP	ENCLOSURE UPGRADE CONNECTIVITY KIT INCLUDES:		$	1,200.00
			8	EN-SFP	ENCLOSURE, SFP
			8	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			1	CD-EMGR	CD, ENTERPRISE MANAGER		$	0.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			16	DS-F300X10K	300GB, FC, 2GB, 10K RPM HDD	DSSC30A3KR4KVRN,	$	22,400.00
						DSSC30A3KR4L982,
						DSSC30A3KR4LEZT,
						DSSC30A3KR4LSBD,
						DSSC30A3KR4LWHE,
						DSSC30A3KR4MGN5,
						DSSC30A3KR4MGVZ,
						DSSC30A3KR4MH0M,
						DSSC30A3KR4MJ0R,
						DSSC30A3KR4MK8A,
						DSSC30A3KR4MN1R,
						DSSC30A3KR4MRAF,
						DSSC30A3KR4MSKT,
						DSSC30A3KR4MT5T,
						DSSC30A3KR4MYMA,
						DSSC30A3KR4N0A8
			24	DS-S750X7K	750GB SATA 7K RPM HDD	DSS75A3QD0NMPD,	$	16,800.00
						DSS75A3QD0P96R,
						DSS75A3QD0CLEQ,
						DSS75A3QD0GLQ8,
						DSS75A3QD0HNXP,
						DSS75A3QD0HYCA,
						DSS75A3QD0HYCD,
						DSS75A3QD0HYCY,
						DSS75A3QD0HYCZ,
						DSS75A3QD0HYD3,
						DSS75A3QD0HYHY,
						DSS75A3QD0HYK7,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
						DSS75A3QD0HYL0,
						DSS75A3QD0HYN0,
						DSS75A3QD0HYN3,
						DSS75A3QD0HYPF,
						DSS75A3QD0HYQM,
						DSS75A3QD0J03S,
						DSS75A3QD0J18F,
						DSS75A3QD0J1CM,
						DSS75A3QD0J1N8,
						DSS75A3QD0J1QG,
						DSS75A3QD0J1RD,
						DSS75A3QD0J1VA
			8	EN-BLNK-SATA	ENCLOSURE BLANK, SATA		$	0.00
			2	EN-SA2X16	COMPELLENT ENCLOSURE, SATA, 2GB, 16 BAY	SHU44534000B89D,	$	9,960.00
						SHU44534000B8A6
			4	IO-F4X2S-X	IO, FC, 4GB, 2 PORT, STD PROFILE, PCI-X	RFC0719U45905,	$	8,000.00
						RFC0719U46003,
						RFC0719U48120, RFC0719U46186
			2	IO-11X2S-X	IO, SCSI, 1GB, 2 PORT, STD PROFILE, PCI-X	GS10744A9559, GS10744A50180	$	2,590.00
			1	QS-DUAL-UPR-SW	QUICKSTART CLUSTERED CONTROLLER UPGRADE SOFTWARE INCLUDES:		$	0.00
			1	SW-DCNT-BASE	SW, DYNAMIC CONTROLLERS BASE LICENSE
			1	QS-BASE-FC-SW	QUICKSTART FC BASE SOFTWARE INCLUDES:		$	5,000.00
			1	SW-DYNC-BASE	SW, DYNAMIC CAPACITY BASE LICENSE
			1	SW-SCOS-BASE	SW, STORAGE CENTER CORE BASE LICENSE
			1	SW-DAPR-BASE	SW, DATA PROGRESSION BASE LICENSE		$	6,000.00
			3	SW-DAPR-EXP	SW, DATA PROGRESSION EXPANSION LICENSE		$	7,200.00
			3	SW-DCNT-EXP	SW, DYNAMIC CONTROLLERS EXPANSION LICENSE		$	0.00
			1	SW-DIRP-BASE	SW, DATA INSTANT REPLAY BASE LICENSE		$	7,000.00
			3	SW-DIRP-EXP	SW, DATA INSTANT REPLAY EXPANSION LICENSE		$	3,600.00
			3	DW-DYNC-E	SW, DYNAMIC CAPCITY EXPANSION LICENSE		$	3,600.00
			1	SW-EMGR-FD	SW, ENTERPRISE MANAGER FOUNDATION, UNLIMITED		$	0.00
			1	SW-EMGR-RP	SW, ENTERPRISE MANAGER REPORTER, UNLIMITED		$	3,500.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	SW-RIRA-BASE	SW, REMOTE INSTANT REPLAY ASYNCHRONOUS BASE LIC		$	9,000.00
			3	SW-RIRA-EXP	SW, REMOTE INSTANT REPLAY ASYNCHRONOUS EXP LICENSE		$	7,200.00
			1	SW-RIRS-BASE	SW, REMOTE INSTANT REPLAY SYNCHRONOUS BASE LIC		$	0.00
			3	SW-RIRS-EXP	SW, REMOTE INSTANT REPLAY SYNCHRONOUS EXP LICENSE		$	0.00
			3	SW-SCOS-EXP	SW, STORAGE CENTER CORE EXPANSION LICENSE		$	3,600.00
			1	PS-1002	COMPELLENT INSTALLATION, CLUSTERED CONTROLLERS		$	4,750.00
			1	PS-1007	COMPELLENT INSTALLATION, REPLICATION ADDITION		$	5,000.00
			1	HW-MTC	ANNUAL HARDWARE SUPPORT		$	6,601.00
			1	SW-MTC	ANNUAL SOFTWARE SUPPORT		$	10,566.00
			1		TRADE DISCOUNT		$	-59,000.00
COMPELLENT	STDINV05148		1	CAA-1000-C	CAA, COPILOT OPTIMIZE ANNUAL SERVICE PACKAGE		$	14,196.00	311 ARSENAL STREET WATERTOWN, MA 02472
			2	CAA-1007-C	CAA, HEALTH CHECK		$	4,220.00
			4	CAA-1009-C	CAA, CONFIGURATION MANAGEMENT		$	6,760.00
			1	CAA-1011-C	CAA, REMOTE INSTANT REPLAY ASSIST		$	1,270.00
			1		TRADE DISCOUNT		$	-1,446.00
COMPELLENT	STDINV05553		1	QS4-BASE-SFC	QUICKSTART 4GB SBOD BASE BUNDLE INCLUDES:		$	9,600.00	1 HATLEY ROAD BELFAST, ME 04915
			1	CT-SC020	STORAGE CONTROLLER, 3U	KE33011
			1	EN-SB4X16	COMPELLENT ENCLOSURE, SBOD, FC, 4GB, 16 BAY	SHU56152000BB95
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0749E67525
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			1	QS4-DUAL-UPR	QUICKSTART 4GB CLUSTERED CONTROLLER UPGRADE INCLUDES:		$	8,000.00
			1	CT-SC020	STORAGE CONTROLLER, 3U	KE32991
			2	EN-SFP	ENCLOSURE, SFP
			1	IO-F4X4S-E	IO, FC, 4GB, 4 PORT, STD PROFILE, PCI-E	GFC0801E98214
			2	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1-METER, ORANGE
			1	PA-ENCL-EXP	ENCLOSURE UPGRADE CONNECTIVITY KIT INCLUDES:		$	600.00
			4	EN-SFP	ENCLOSURE, SFP
			4	PA-LC1M-OR	OPTICAL CABLE, LC/LC, 1 -METER, ORANGE

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			13	DS-F146X10K	146GB, FC, 2GB, 10K RPM HDD	DSSC14A3KS6KNDW,	$	10,270.00
						DSSC14A3KS6LYLH,
						DSSC14A3KS6LYXZ,
						DSSC14A3KS6LYZT,
						DSSC14A3KS6LZ2Q,
						DSSC14A3KS6LZ3Q,
						DSSC14A3KS6LZQK,
						DSSC14A3KS6M0PG,
						DSSC14A3KS6M2GA,
						DSSC14A3KS6MHWN,
						DSSC14A3KS6MKQM,
						DSSC14A3KS6MKQN,
						DSSC14A3KS6MWHG
			8	DS-S500X7K	500GB SATA 7K RPM HDD	DSSS50A9QG6BLE9,	$	4,640.00
						DSSS50A9QG6BLF5,
						DSSS50A9QG6BLFY,
						DSSS50A9QG6BNDE,
						DSSS50A9QG6BNEA,
						DSSS50A9QG6BNEH,
						DSSS50A9QG6BNEL,
						DSSS50A9QG6C290
			3	EN-BLNK	ENCLOSURE BLANK, FC		$	0.00
			8	EN-BLNK-SATA	ENCLOSURE BLANK, SATA		$	0.00
			1	EN-SA2X16	COMPELLENT ENCLOSURE, SATA, 2GB, 16 BAY	SHU44534000C08C	$	4,980.00
			4	IO-F4X2S-X	IO, FC, 4GB, 2 PORT, STD PROFILE, PCI-X	RFC0734B86688,	$	8,000.00
						RFC073RB86840,
						RFC0734B86921, RFC0734B87517
			2	IO-I1X2S-X	IO, ISCSI, 1GB, 2 PORT, STD PROFILE, PCI-X	GS10741A45415, GS10803A57335	$	2,590.00
			1	QS-BASE-FC-SW	QUICKSTART FC BASE SOFTWARE INCLUDES:		$	5,000.00
			1	SW-DYNC-BASE	SW, DYNAMIC CAPACITY BASE LICENSE
			1	SW-SCOS-BASE	SW, STORAGE CENTER CORE BASE LICENSE

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	QS-DUAL-UPR-SW	QUICKSTART CLUSTERED CONTROLLER UPGRADE SOFTWARE INCLUDES:		$	0.00
			1	SW-DCNT-BASE	SW, DYNAMIC CONTROLLERS BASE LICENSE
			1	SW-DAPR-BASE	SW, DATA PROGRESSION BASE LICENSE		$	6,000.00
			1	SW-DAPR-EXP	SW, DATA PROGRESSION EXPANSION LICENSE		$	2,400.00
			1	SW-DCNT-EXP	SW, DYNAMIC CONTROLLERS EXPANSION LICENSE		$	0.00
			1	SW-DIRP-BASE	SW, DATA INSTANT REPLAY BASE LICENSE		$	7,000.00
			1	SW-DIRP-EXP	SW, DATA INSTANT REPLAY EXPANSION LICENSE		$	1,200.00
			1	SW-DYNC-EXP	SW, DYNAMIC CAPACITY EXPANSION LICENSE		$	1,200.00
			1	SW-SCOS-EXP	SW, STORAGE CENTER CORE EXPANSION LICENSE		$	1,200.00
			1	PS-1002	COMPELLENT INSTALLATION, CLUSTERED CONTROLLERS		$	4,750.00
			1	HW-MTC	ANNUAL HARDWARE SUPPORT		$	5,263.00
			1	SW-MTC	ANNUAL SOFTWARE SUPPORT		$	4,860.00
			1		TRADE DISCOUNT		$	-24,000.00
IMAGING BUSINESS MACHINES	34221		1	180-00017	DELL POWEREDGE 2800		$	5,000.00	311 ARSENAL STREET WATERTOWN, MA 02472
INOVA	12781		1	LLDMXC	LIGHTLINK CONTACT CENTER EDITION		$	16,000.00	311 ARSENAL STREET WATERTOWN, MA 02472
			1	LL2DS055	LSDS LICENSE FOR AVAYA RT SOCKET		$	0.00
			2	ONTM6-256R	INOVA ONTRACK M6 DISPLAY, ROHS	21729,21730	$	13,990.00
			2	ONTM8-256R	INOVA ONTRACK M8 DISPLAY, ROHS	19208, 19215	$	18,090.00
			4	ONTSPKR	SPEAKER KIT FOR INOVA ONTRACK DISPLAY		$	184.00
			1	LL2OC022	INOVA CORPORATE BROADCASTER SERVER SOFTWARE		$	12,800.00
			5	LL2OC022-1	INOVA CORPORATE BROADCASTER CLIENT		$	0.00
			5	LL2ML001	INOVA DESKTOP PRESENTER SUITE “MESSAGELIN		$	750.00
			1	LL2DS063	LLSDS LICENSE FOR AVAYA RT SOCKET HIST		$	0.00
			1	630052	CPU, AC POWERED ONTRACK, ROHS		$	0.00
			1	630054	ARE CARD, ROHS		$	0.00
			1	710069	COSEL, PBA100, ONTRACK		$	0.00
			1	630061	LED MODULE, APEX, AC POWER		$	0.00
			1	710070	COSEL, PBA150, ONTRACK		$	0.00
			1	SR13	GOLD INOVA SUPPORT AGREEMENT		$	11,235.00
SEACOAST	22485		1	GP ALARM	EQUIPMENT		$	2,985.00	1 HATLEY ROAD BELFAST, ME 04915

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	LA ALARM	LABOR		$	4,000.00
BERNHARD &	N/A		1	SERVICES	ARCHITECT'S BASIC SERVICES FOR CONSTRUCTION		$	7,905.00	1 HATLEY ROAD
PRIESTLEY					ADMINISTRATION, SITE VISITS, MEETINGS WITH CONTRACTOR				BELFAST, ME 04915
					AND CONSULTANTS, CONSULTANT COORDINATION,
					PREPARATION OF SK'S (SUPPLEMENTAL DRAWINGS), SHOP
					DRAWING REVIEW AND REVISIONS
					93.0 HOURS @ $85.00 PER HOUR
			1	EXPENSES	CONSULTANT EXPENSE - DONNA JANVILLE INTERIORS		$	542.50
COLUMBIA	APP3		1	MISC	APPLICATION AND CERTIFICATE FOR PAYMENT FOR LABOR		$	35,468.00	400 N. Beacon Street, Bldg 9 Conf Room Watertown, MA 02472
	APP4		1	MISC	APPLICATION AND CERTIFICATE FOR PAYMENT FOR LABOR		$	13,985.00
DELL	XCK71M8T6		2	223-4507	QUAL CORE XEON PROCESSOR E5430 2X6MB CACHE, 2.66GHZ, 1333MHZ FSB, PE2900	DG4JZF1, CG4JZF1	$	11,997.48	311 ARSENAL STREET WATERTOWN, MA 02472
			2	987-1332	PROSUPPORT FOR IT, 7X24 HW/SW TECH SUPPORT AND		$	998.00
					ASSISTANCE
			2	990-0378	MISSION CRITICAL PACKAGE: ENHANCED SERVICES, 3 YEAR		$	1,560.00
			2	341-4606	QLOGIC 2460 4GB OPTICAL FIBER CHANNEL HBA, PCI-E CARD		$	1,558.00
			2	313-3915	DELL REMOTE ACCESS CARD, 5TH GENERATION FOR		$	598.00
					POWEREDGE MANAGEMENT
MORE DIRECT	1551278		20	183900	400/800GB LTO-3 ULTRIUM		$	759.80	311 ARSENAL STREET WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT		$	22.79
MORE DIRECT	1551395		1	LS1203-1AZU0100	LS1203 USB KIT/SCNR/SERI	SMAJ00C	$	124.26	311 ARSENAL STREET WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT		$	72.10
MORE DIRECT	1553154		3	33177	10M FIBER OPTIC PATCH CO		$	105.06	1 HATLEY ROAD BELFAST, ME 04915
			5	27181	PATCH CABLE RJ-45		$	17.25
			50	27142	7FT CAT6 BLUE GIGABIT PA		$	206.50

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			5	27801	CABLES TO GO 3FT CAT6 SN		$	17.25
			4	33174	3M FIBER OPTIC PATCH COR		$	94.72
			4	33110	4M LC LC DUPLEX 62/125 M		$	131.16
			30	27141	3 FT CAT6 BLUE UTP PATCH		$	100.50
			20	31341	5FT CAT6 PATCH CABLE BLU		$	74.80
			2	JGS524NA	24PORT GIGABIT ETHERNET	1LK18358004C2, 1LK1835K004BF	$	460.40
			1	FREIGHT	FREIGHT		$	268.92
MORE DIRECT	1550454		1	E4510S3	2YR EXTENDED WARR ONSITE		$	-89.43	311 ARSENAL STREET WATERTOWN, MA 02472
MORE DIRECT	1533281		2	02717	6FT VGA MONITOR EXTENSION		$	11.50	311 ARSENAL STREET WATERTOWN, MA 02472
			2	02717	6FT VGA MONITOR EXTENSION		$	11.50
			1	FREIGHT	FREIGHT		$	12.29
MORE DIRECT	1533020		1	250510W	THINKPAD ESSENTIAL PORT	1S250510WM1A7XWX	$	152.83	311 ARSENAL STREET WATERTOWN, MA 02472
			1	FREIGHT	FREIGHT		$	5.98
MORE DIRECT	1544277		1	PROMPDS20699	ATHENAHEALTH 1-WEEK ALTI		$	10,000.00	311 ARSENAL STREET WATERTOWN, MA 02472
MORE DIRECT	1545022		1	PWLA8490MTBLK5	INTEL NETWORK ADAPTER		$	464.68	311 ARSENAL STREET WATERTOWN, MA 02472
MORE DIRECT	1532104		4	33167	8MLC ST DUPLEX 62/125 M		$	132.76	1 HATLEY ROAD BELFAST, ME 04915
			1	FREIGHT	FREIGHT		$	14.29
MORE DIRECT	1529091		1	C9380A	HP 72 GRAY AND PHOTO BLA		$	50.60	311 ARSENAL STREET WATERTOWN, MA 02472
			1	UG723E	3YR UPG WARR NBD DESIGNJ		$	673.08
			1	7767C3U	X61 TS L7500 1GB/100 DVR	1S7767C3ULVB33RW	$	2,238.97
			3	41C9342	3YEARTHINKPAD PROTECTION		$	586.44
			3	40Y7734-ALC	ALL COMPONENTS 1GB 1024M		$	126.51
			1	FREIGHT	FREIGHT		$	110.27
MORE DIRECT	1544384		10	175707	IP PHONE POWER INJECTOR		$	-425.00	311 ARSENAL STREET WATERTOWN, MA 02472

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-004
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1548050		16	39R6525	IBM 4GBPS FC SINGLE POR	1S39R6525230YAGB,	$	9,211.68	311 ARSENAL STREET
						1S39R6525230YBPH,			WATERTOWN, MA 02472
						1S39R6525230YBPV,
						1S39R6525231A29F,
						1S39R6525231A29L,
						1S39R6525231A2DC,
						1S39R6525231A2GY,
						1S39R6525231A2GZ,
						1S39R6525231A2H0,
						1S39R6525231A2H2,
						1S39R6525231A2K1,
						1S39R6525231A2K2,
						1S39R6525231A2K5,
						1S39R6525231A2K6,
						1S39R6525231A2L0,
						1S39R6525231A2L1
			1	FREIGHT	FREIGHT		$	120.17
						TOTAL	$	813,632.42

ORIGINAL

Leaseline Schedule No. LL-004
dated April 1, 2008

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition	Leaseline
Period	Maximum		Lease Rate Factors	Lessor’s Basis	Rental Payment
			Hardware: 0.028760     Software: 0.028760*
From April 1, 2008 through June 30, 2008	$	1,000,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items. *See Special Term No. 5 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the first day of each Rental Period.	Base Term: 36 months.
	Base Term Commencement Date: July 1, 2008
Rental Period: Each calendar month during the Term.
Billing Address (if different from Lessee’s address stated above):

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	As Lessor will be acquiring certain of the Equipment from Lessee, Lessor’s obligations under this Schedule shall be contingent on the execution by Lessee of documentation satisfactory to Lessor providing for the purchase of the Equipment and receipt by Lessor of such other documentation as it may request, including, without limitation, vendor invoices, canceled checks, bills of sale, and other documentation describing the Equipment and the prices paid therefore by Lessee and/or evidencing Lessee’s title thereto.
3.	It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.
4.	Lessee shall maintain EBITDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000
The four-consecutive-fiscal-quarter period ending March 31, 2008	$	11,030,000
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization

expenses, determined in accordance with GAAP; “Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP; and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.

5.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03104, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
6.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
7.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor an amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title:	Carl Byers Chief Financial Officer	Name/Title:	Jennifer E. Gordon Contracts Manager
Date:	4/28/08	Date:	5/2/08

		MASTER EQUIPMENT LEASE AGREEMENT
		STIPULATED LOSS VALUES
LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472		Bloomfield Hills, MI 48302
		Lease		Schedule
		Number:		Number:     LL-004

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss		Stipulated Loss
Rental Period	Value Percentage	Rental Period	Value Percentage
1	107.75%	19	61.74%
2	105.27%	20	59.12%
3	102.77%	21	56.48%
4	100.27%	22	53.83%
5	97.75%	23	51.17%
6	95.23%	24	48.50%
7	92.69%	25	46.00%
8	90.14%	26	43.48%
9	87.59%	27	40.95%
10	85.02%	28	38.41%
11	82.44%	29	35.87%
12	79.85%	30	33.31%
13	77.28%	31	30.75%
14	74.72%	32	28.17%
15	72.14%	33	25.59%
16	69.56%	34	22.99%
17	66.96%	35	20.39%
18	64.36%	36	17.77%

/s/ CB	/s/ JEG
Lessee Initials	Lessor Initials

ORIGINAL

Leaseline Summary
dated September 25, 2008
for Leaseline Schedule No. LL-005

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s	Lease Rate	Rental
	Basis	Factor	Payment
Hardware:	$403,176.45	0.02890	$11,651.80
Total:	$403,176.45		$11,651.80

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title:	Carl Byers, CFO	Name/Title:	Jennifer E. Gordon
Date:	9/26/08	Date:	Contracts Manager 9/26/08

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-005
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1559153		1	T02990	50PK 5YR SECURID AUTHENT		$	4,090.24	311 ARSENAL STREET
									WATERTOWN, MA 02472
			15	T02876	SECURID SOFTWARE TOKEN S		$	1,001.10
			1	FREIGHT	FREIGHT		$	152.74
MORE DIRECT	1580129		16	F1D9400-10	OMNVW DUAL PORT OCTPUS CB		$	476.16
ADAPTIVE	AC-20080332		2	7G4202-60	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 60		$	12,000.00	311 ARSENAL STREET
					10/100/1000 BASE-TX PORTS VIA RJ45				WATERTOWN, MA 02472
ADAPTIVE	AC-20080335		2	7G4205-72	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 72		$	27,995.00	1 HATLEY ROAD
					10/100/1000 BASE-TX POE PORTS VIA RJ45				BELFAST, ME 04915
HOLMAN EXHIBITS	23625		1		50% COMMENCEMENT DEPOSIT ON EXTERIOR AND INTERIOR BANNERS		$	4,329.50	311 ARSENAL STREET
									WATERTOWN, MA 02472
DELL	XCKWR14X3		10	223-7187	OPTIPLEX 755N SMALL FORM FACTOR CORE 2 DUO	3RYT1G1, 7RYT1G1, 9RYT1G1,	$	7,385.00	311 ARSENAL STREET
					E8200/2.66GHZ, 6M, VT, 1333FSB	FRYT1G1, CSYT1G1, 3SYT1G1,			WATERTOWN, MA 02472
						5SYT1G1, 7SYT1G1, 9SYT1G1,
						1SYT1G1
DELL	XCMNJ86J9		10	310-7699	90 WATT AC ADAPTER 2 PIN W/6-FOOT POWER CORD FOR DELL		$	559.90	311 ARSENAL STREET
					LATITUDE, CUSTOMER KIT				WATERTOWN, MA 02472
DELL	XCMNC2TF6		20	310-7704	D-PORT PORT REPLICATOR W/90W AC ADAPTER, 2-PIN, FOR		$	2,000.00	311 ARSENAL STREET
					LATITUDE D-SERIES, CUSTOMER KIT				WATERTOWN, MA 02472
DELL	XCN1NTC42		10	341-7462	80GB HARD DRIVE 9.5MM, 7200RPM FOR LATITUDE D63X,		$	767.90	311 ARSENAL STREET
					CUSTOMER INSTALL				WATERTOWN, MA 02472
ENERGY	200609.12		11		COMMISSIONING WORK ON PROJECT FOR 3/1 THROUGH 4/25/08		$	1,430.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
					EXPENSES		$	281.09
BEAL	139		1		UNICCO INVOICE #1035124 FROM 3/31/08		$	519.36	311 ARSENAL STREET
									WATERTOWN, MA 02472
POST ASSOCIATES, CORP.	41683		1	4212KN	CABINET, 48 CAPACITY W/DOORS, TAMBOUR DOOR WITH PULL		$	2,025.00	311 ARSENAL STREET
					OUT SHELF, PUTTY COLOR				WATERTOWN, MA 02472
			1	6901	ROLL OUT REFERENCE SHELF FOR THE 4212KN CABINET 6901		$	195.00
			48	235RWSFBL	TRAY, CHECK BLUE		$	1,320.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-005
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
XEROX	032726064		1	HLCCTL7	DOCUSP CONTROLLER	CAA-274660	$	25,000.00	1 HATLEY ROAD
									BELFAST, ME 04915
BERNHARD &			1		ARCHITECT’S BASIC SERVICES FOR CONSTRUCTION		$	2,890.00	311 ARSENAL STREET
PRIESTLEY					ADMINISTRATION, SITE VISITS, MEETINGS WITH CONTRACTOR				WATERTOWN, MA 02472
ARCHITECTURE, INC.					AND CONSULTANTS, PREPARATION OF SK’S
			1		CONSULTANT EXPENSE-PETER KNUPPEL LIGHTING DESIGN		$	240.00
DELL	XCNNT1TC4		25	320-5293	DELL ULTRASHARP 1908FP FLAT PANEL WITH HEIGHT		$	5,725.00	311 ARSENAL STREET
					ADJUSTABLE STAND, 19.0 INCH VIS, OPTIPLEX PRECISION AND				WATERTOWN, MA 02472
					LATITUDE, CUST
			10	310-7698	90 WATT AC ADAPTER W/3-FOOT POWER CORD, DELL LATITUDE,		$	559.90
					CUSTOMER KIT
DELL	XCNMDJW24		10	A1249405	1GB MEMORY MODULE FOR DELL OPTIPLEX 755 SERIES		$	327.90	311 ARSENAL STREET
					DESKTOPS				WATERTOWN, MA 02472
DOCUMENT	5771		14	097S03624	XEROX 4510N PRINTERS WITH 2 EXTRA TRAYS ON EACH	ART310469, ART311428,	$	11,298.00	3 HATLEY ROAD
TECHNOLOGIES						ART311429, ART311430,			BELFAST, ME 04915
						ART311432, ART311337,
						ART321083, ART321084,
						ART321089, ART321090,
						ART321091, ART321092,
						ART321097, ART321098
OPEX CORPORATION	1016737		1	OM206	OMATION MODEL 206 ENVELOPENER	ZA02060	$	7,895.00	1 HATLEY ROAD
									BELFAST, ME 04915
NETWORK	INV66158		1	CSS11506-2AC	CISCO 11506 CONTENT SERVICES SWITCH SCM-2GE HD 2SM 2AC	JAB0617903K	$	6,800.00	777 CENTRAL BLVD.
LIQUIDATORS					FAN				CARLSTADT, NJ 07072
DELL	XCP5D5XC3		24	222-7948	LATITUDE D630, INTEL CORE 2 DUO T7500, 2.20GHZ, 800MHZ 4M L2	J9B1MG1, 2LB1MG1, GBB1MG1,	$	31,974.48	311 ARSENAL STREET
					CACHE, DUAL CORE	5CB1MG1, BCB1MG1, 2DB1MG1,			WATERTOWN, MA 02472
						8DB1M61, JDB1MG1, 7FB1MG1,
						FFB1MG1, 1GB1MG1, 6GB1MG1,
						FGB1MG1, 2HB1MG1, 6HB1MG1,
						BHB1MG1, GHB1MG1, 6JB1MG1,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-005
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
						GJB1MG1, 2KB1MG1, 5KB1MG1,
						9KB1MG1, HKB1MG1, 8BB1MG1
HOLMAN EXHIBITS	23910		1		REMAINING BALANCE AFTER 50% DEPOSIT ON EXTERIOR AND		$	4,329.50	311 ARSENAL STREET
					INTERIOR BANNERS				WATERTOWN, MA 02472
CDW	KLP8801		8	7995C2U	IBM HS21 BLADE E5345	1S7995AC199C5011,	$	13,564.48	55 MIDDLELEX TPKE
						1S7995AC199C5072,			BEDFORD, MA 01730
						1S7995AC199C5073,
						1S7995AC199C5075,
						1S7995AC199C5079,
						1S7995AC199C5086,
						1S7995AC199C5118,
						1S7995AC199C5130
			16	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	3,827.36
			8	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1S26K577799CP121,	$	1,557.52
						1S26K577799CP148,
						1S26K577799CP152,
						1S26K577799CP609,
						1S26K577799CP611,
						1S26K577799CP612,
						1S26K577799CP613,
						1S26K577799CT808,
						1S26K577799CV162,
						1S26K577799CV193
			8	BURNIN	CDW BURN IN 12 HOURS		$	80.00
				DIAGNOSTIC
			8	42C0570-BSTK	IBM INTEL XEON DC E5345 PROC 2.33GHZ		$	5,434.88
RAID INCORPORATED	SI-20217		1	F3F-16000-1601	FALCON3 16TB 4GFC-SATA2 SYSTEM		$	12,950.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1	QLA2460-CK	HBA QLOGIC 4GB 1PORT FO LC PCI-X	1275220	$	1,025.00
RAID INCORPORATED	SI-20227		1	X28-8000-J	RAIDINC X28 8TB 2GBFC-SATA JBOD SYSTEM		$	8,740.00	311 ARSENAL STREET
									WATERTOWN, MA 02472

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-005
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	LGM0483		2	71412RU	IBM X3850 M2 2X QC 2.13	1S71412RU0602113,	$	15,911.72	55 MIDDLESEX TPKE
						1S71412RU0602114			BEDFORD, MA 01730-1403
			4	44E4241	IBM QUAD CORE XEON 4MB PROC E7320		$	5,957.00
			6	43X0824	IBM SAS 146GB 10K SFF HOT PLUG HD	1S43X082499C4684,	$	1,320.00
						1S43X082499D4563,
						1S43X082499D4566,
						1S43X082499D4567,
						1S43X082499D4568,
						1S43X082499D4680
			2	43U4280	IBM SERVERRAID MR10K SAS/SATA CNTRLR		$	628.00
			8	41Y2768	IBM 8GB KIT PC2-5300 ECC DDR2 RDIMM		$	4,560.00
			4		IBM MEMORY EXPANSION CARD		$	1,200.00
			4		IBM 4GBPS FC SINGLE-PORT PCIE		$	2,280.00
			2		CDW BURN IN 12 HOURS		$	20.00
CDW	KZX0261		25	42D0140	IBM FC 300GB 15K E-DDM OPTION	1S42D04109932811,	$	25,000.00	55 MIDDLESEX TPKE
						1S42D04109932816,			BEDFORD, MA 01730-1403
						1S42D04109932819,
						1S42D04109932849,
						1S42D04109932857,
						1S42D04109932862,
						1S42D04109932866,
						1S42D04109932867,
						1S42D04109941468,
						1S42D04109944402,
						1S42D04109944406,
						1S42D04109944408,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-005
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
						1S42D04109944423,
						1S42D04109944437,
						1S42D04109944438,
						1S42D04109944447,
						1S42D04109944448,
						1S42D04109944462,
						1S42D04109944468,
						1S42D04109944469,
						1S42D04109944486,
						1S42D04109944489,
						1S42D04109944490,
						1S42D04109944492,
						1S42D04109944495
CDW	LBF4684		33	42D0140	IBM FC 300GB 15K E-DDM OPTION	1S42D04109944401,	$	33,000.00	55 MIDDLESEX TPKE
						1S42D04109944404,			BEDFORD, MA 01730-1403
						1S42D04109944412,
						1S42D04109944425,
						1S42D04109944426,
						1S42D04109944427,
						1S42D04109944428,
						1S42D04109944432,
						1S42D04109944434,
						1S42D04109944436,
						1S42D04109944439,
						1S42D04109944440,
						1S42D04109944441,
						1S42D04109944442,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-005
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
						1S42D04109944443,
						1S42D04109944444,
						1S42D04109944445,
						1S42D04109944446,
						1S42D04109944474,
						1S42D04109944475,
						1S42D04109944476,
						1S42D04109944477,
						1S42D04109944478,
						1S42D04109944480,
						1S42D04109944481,
						1S42D04109944482,
						1S42D04109944483,
						1S42D04109944484,
						1S42D04109944485,
						1S42D04109944487,
						1S42D04109944488,
						1S42D04109944491,
						1S42D04109944494
CDW	LCC5997		1	181281H	IBM DS4000 EXP 810 STORAGE EXPANSION	1S181281H137399R	$	4,561.45	55 MIDDLESEX TPKE
									BEDFORD, MA 01730-1403
CDW	LDG9008		1	181281H	IBM DS4000 EXP 810 STORAGE EXPANSION	1S181281H137401R	$	4,561.45	55 MIDDLESEX TPKE
									BEDFORD, MA 01730-1403
CDW	LBT6085		1	26K7941	IBM TS SW 4GB SFP TRANS PAIR		$	729.22	55 MIDDLESEX TPKE
									BEDFORD, MA 01730-1403
			1	41Y5203	IBM TS DS4700 FLASHCOPY		$	7,648.58
			2	42D0410	IBM FC 300GB 15K E-DDM OPTION	1S42D04109937435,	$	2,000.00
						1S42D04109937474

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-005
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	LCR2567		1	26K7941	IBM TS SW 4GB SFP TRANS PAIR		$	729.22	55 MIDDLESEX TPKE
									BEDFORD, MA 01730-1403
			1	41Y5203	IBM TS DS4700 FLASHCOPY		$	7,648.58
CDW	LCK6909		2	181281H	IBM DS4000 EXP 810 STORAGE EXPANSION	1S181281H137392W,	$	9,122.90	55 MIDDLESEX TPKE
						1S181281H137395G			BEDFORD, MA 01730-1403
			2	26K7941	IBM TS SW 4GB SFP TRANS PAIR		$	1,458.44
INOVA	012797		1	SR01	TECHNICAL PROJECT MANAGEMENT		$	3,375.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1	SR04	ONSITE TRAINING		$	3,000.00
			1	SR05	TRAVEL EXPENSES		$	1,025.00
CONNECTIVITY POINT	7412		1	QUOTE	ATHENAHEALTH TRAINING ROOM CATEGORY 6 CABLING, AV LAN		$	2,245.20	311 ARSENAL STREET
					ANALOG CONNECTIONS				WATERTOWN, MA 02472
DELL	XCJ41WJ52		25	312-0386	9-CELL/85-WHR PRIMARY BATTERY LATITUDE D620, CUSTOMER KIT		$	3,475.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
RAID INCORPORATED	SI-20170		2	X48-8000-R	RAIDINC X48 8TB FC STORAGE SYSTEM		$	46,200.00	55 MIDDLESEX TPKE
									BEDFORD, MA 01730
			1	RS-TIER-2	RAIDSERV TIER 2 SUPPORT
RAID INCORPORATED	SI-20213		1	F3F8-6000	FALCON3 6TB 4GFC-STAT2 SYSTEM		$	5,725.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
						TOTAL:	$	403,176.45

ORIGINAL

Leaseline Schedule No. LL-005
dated August 1, 2008

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition	Leaseline
Period	Maximum		Lease Rate Factors	Lessor’s Basis	Rental Payment
			Hardware: 0.02890            Software: 0.028760*
From August 1, 2008 through September 30, 2008	$	1,000,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items. * See Special Term No. 5 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the last day of each Rental Period.	Base Term: 36 months.
	Base Term Commencement Date: October 1, 2008
Rental Period: Each calendar month during the Term.
Billing Address (if different from Lessee’s address stated above):

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	For the sum of $398,408.53 (“SLB Price”), Lessee hereby sells, assigns, and transfers to Lessor, all of the Lessee’s right, title and interest in and to the Equipment, as described on Exhibit A to Acceptance Certificate No. 2 (“SLB Equipment”), and any warranties on the SLB Equipment, and agrees to provide reasonable assistance in enforcing those warranties. The SLB Price will be paid by ordinary business check when all of the conditions to Lessor’s acquisition and lease of the Equipment under this Lease have been satisfied and Lessor shall have received such evidence of Lessee’s ownership interest in the SLB Equipment as Lessor may request, including copies of Lessee’s proof of payment to its vendor(s), vendor invoices identifying the SLB Equipment, bills of sale, and other such documentation as Lessor may request. Lessee represents and warrants that prior to the execution hereof, Lessee has good and marketable title to the SLB Equipment, free and clear of all liens, claims, taxes, charges and encumbrances of any nature or kind whatsoever, and Lessor will acquire such title upon the execution this Schedule. Lessee shall do such acts and shall execute such further documents, and will cause the doing of such acts and the executions of such further documents by others, as Lessor may in writing at any time and from time to time reasonably request be done or executed in order to give effect to the foregoing assignment.
3.	It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.
4.	Lessee shall maintain EBITDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000

Period	Minimum EBITDA
The four-consecutive- fiscal-quarter period ending March 31, 2008	$	11,030,000
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

	Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization expenses, determined in accordance with GAAP; “Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP; and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.
5.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03104, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
6.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
7.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor a minimum amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title: Date:	Carl Byers, CFO 9/26/08	Name/Title:	Jennifer E. Gordon Contracts Manager
		Date:	9/26/08

		MASTER EQUIPMENT LEASE AGREEMENT
		STIPULATED LOSS VALUES
LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	Lease	Bloomfield Hills, MI 48302           Schedule
		Number:	Number: LL-005

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss		Stipulated Loss
Rental Period	Value Percentage	Rental Period	Value Percentage
1	107.75%	19	61.74%
2	105.27%	20	59.12%
3	102.77%	21	56.48%
4	100.27%	22	53.83%
5	97.75%	23	51.17%
6	95.23%	24	48.50%
7	92.69%	25	46.00%
8	90.14%	26	43.48%
9	87.59%	27	40.95%
10	85.02%	28	38.41%
11	82.44%	29	35.87%
12	79.85%	30	33.31%
13	77.28%	31	30.75%
14	74.72%	32	28.17%
15	72.14%	33	25.59%
16	69.56%	34	22.99%
17	66.96%	35	20.39%
18	64.36%	36	17.77%
/s/ CB		/s/ JEG
Lessee Initials		Lessor Initials

Leaseline Summary
dated October 22, 2008
for Leaseline Schedule No. LL-006

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	937,855.66		0.03069	$	28,782.79
Total:	$	937,855.66			$	28,782.79

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Carie L. Kerns
Name/Title: Date:	Carl Byers, CFO 10/27/08	Name/Title:	Carie L. Kerns AVP- Lease Operations, Contracts
		Date:	10/27/08

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO		PRICE		EQUIPMENT LOCATION
IMAGING BUSINESS	34929		1	603-00021	IT-3, 30/45 IPS. DECISION FRAME 2 POCKETS, FRONT & REAR CAMERA	010020708000024		$	110,542.50	3 HATLEY ROAD
MACHINES										BELFAST, ME 04915
			2	180-00018	COMPUTERS, POWEREDGE 2900			$	10,000.00
			1	203-00059	IMAGETRAC III, E13B MICR READER, TOP SIDE	010020808000014		$	9,460.00
			1	203-00064	IMAGETRAC III, PRE-IMAGE SINGLE HEAD IJP	010013008000065		$	5,977.00
			1	203-00072	IMAGETRAC III, PRE-IMAGE LASER BARCODE, MS860	010020808000056		$	5,160.00
			1	203-00075	IMAGETRAC III ULTRASONIC DEDOUBLE OPTION	010120407000037		$	3,096.00
			1	200-00117	SOFTTRAC IT-3, ADVANCED VERSION	010121907000141		$	21,070.00
			1	200-00120	DATA & IMAGE RETENTION UTILITY	010121907000029		$	1,290.00
			1	203-00019-02	IMAGETRAC III, DOCNETICS, CHECKSALL, DUAL CAMERA	010121807000083		$	6,450.00
			1	200-00114	OFFLINE EXPORTTRAC SFOTWARE LICENSE	010120407000086		$	8,360.00
			1	203-00081	IT3 DYNAMIC TIFF	010102907000018		$	2,200.00
			40	500-00002	PROJECT MANAGEMENT, HOURLY			$	7,040.00
			20	500-00005	SOFTWARE CONFIGURATION, HOURLY			$	3,080.00
			80	500-00006	INTEGRATION SERVICES, HOURLY			$	13,024.00
			1	501-00004	IMAGETRAC HDWR/MNTNCE TRAINING			$	2,450.00
			1	501-00002	IMAGETRAC OPERATOR TRAINING			$	1,200.00
			1	501-00003	SOFTTRAC ADMINISTRATOR TRAINING			$	2,450.00
			1	501-00007	IMAGETRAC III, HARDWARE INSTALL			$	1,595.00
			4	SHIPPING PALLET	SHIPPING PALLET FOR IMAGE TRAC SYSTEMS AMOUNT RECEIVED			$	1,000.00
							-	$	53,861.13
NICKERSON & O’DAY	060908 POD III		1		LABOR COSTS, MATERIAL SUPPLIERS, SUBCONTRACTS,			$	177,956.37	1 HATLEY ROAD
					PROJECT MANAGEMENT, EQUIPMENT & TRAVEL					BELFAST, ME 04915
NICKERSON & O’DAY	041408 PRE-		1		PRECONSTRUCTION SERVICES AND MATERIALS			$	2,609.03	1 HATLEY ROAD
	CONSTRUCTION									BELFAST, ME 04915
NICKERSON & O’DAY	041408 POD III		1		LABOR COSTS, MATERIAL SUPPLIERS, SUBCONTRACTS,			$	221,991.90	1 HATLEY ROAD
					PROJECT MANAGEMENT, EQUIPMENT & TRAVEL					BELFAST, ME 04915
PENOBSCOT CLEANING	004430		1		FLOOR REFINISHING			$	1,591.20	1 HATLEY ROAD
										BELFAST, ME 04915
COASTAL BLDG	114-08		1		ATRIUM CONSTRUCTION & RENOVATION PER ESTIMATE			$	19,960.00	1 HATLEY ROAD
MAINTENANCE										BELFAST, ME 04915
COASTAL BLDG	100-08				REMOVAL OF 100 AWNINGS FROM THE BUILDING			$	4,102.77	1 HATLEY ROAD
MAINTENANCE										BELFAST, ME 04915

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CONNECTIVITY POINT	7242		0.25		CABLING PROJECT		$	12,401.14	1 HATLEY ROAD
									BELFAST, ME 04915
			-20		CREDIT FOR DOING 25 LESS LOCATIONS THAN QUOTED		$	-3,000.00
			33		ADDITIONAL 33 PATCH CORDS THAN WERE QUOTED		$	72.60
			1	TAX	ME TAX		$	473.69
OFFICE RESOURCES	63164		130	COPE 02	COPELAND LIGHT WITH STANDARD ARM		$	10,621.00	1 HATLEY ROAD
									BELFAST, ME 04915
			14	COPE02BASE	COPELAND LIGHT COMPACT BASE		$	585.20
			116	COPESLT	SLATWALL/LOADBAR MOUNT FOR COPELAND		$	4,297.80
			14	WSHSAK	WISHBONE KIT, STANDARD ARM		$	3,504.62
			116	WSHSAMP	STANDARD WISHBONE ARM, SLATBOARD/SLATWALL MOUNT		$	26,448.00
			24	APC0924P	WALL COVER, PAINTED STEEL, 24X1X9		$	267.36
			96	APC0936A	WALL COVER, ACOUSTICAL/TACKABLE, UPHOLSTERED, 36X1X9		$	3,369.60
			12	APC0948P	WALL COVER, PAINTED STEEL 48X1X9		$	182.28
			24	APC0972P	WALL COVER, PAINTED STEEL, 72X1X9		$	461.76
			48	APC0972S	SLATWALL COVER, 72X1X9		$	2,397.60
			24	APCAZ72P	STRUCTURAL BASE COVER (PAIR) 72X1X16		$	2,243.76
			48	APCOC	OUTLETS COVER, 12X1X9		$	420.96
			24	APF14872	WALL FRAME, 48" H 72X5X52 STANDARD CROWN		$	5,540.40
			24	APR724	RACEWAY COVERS (PAIR) 72X1-1/2, 4 OUTLETS EACH SIDE		$	405.12
			24	APT72	CROWN COVERS (PAIR) STANDARD 72X5X4		$	332.16
			48	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	486.24
			85	AA148E	END TRIM, LINKABLE SCREENS, 48H, NO CONNECTOR		$	1,118.60
			24	AA1MPS48	MORRISON PANEL STARTERS 48H		$	826.32
			74	AA10R	OUTRIGGER, STANDARD, 3X8X21		$	2,672.14
			8	AC1-48E1	END CONNECTOR, LINKABLE SCREEN, 48H		$	175.52
			27	AP14824N	LINKABLE SCREEN, UPHOLSTERED, 24X48		$	3,262.41
			1	AP14848N	LINKABLE SCREEN, UPHOLSTERED 48X48		$	179.55
			30	APT	CROWN END CAP, STANDARD		$	50.70
			11	APXCIP6	CEILING INFEED PANEL, 3-1/2 X 5 X 72		$	1,722.60
			106	AR1DA	DUPLEX OUTLET, CIRCUIT A		$	1,216.88
			106	AR1DB	DUPLEX OUTLET, CIRCUIT B		$	1,216.88
			10	AR1DC	DUPLEX OUTLET, CIRCUIT C		$	114.80

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			106	AR1DX	DUPLEX OUTLET, CIRCUIT X		$	1,216.88
			106	AR1DY	DUPLEX OUTLET, CIRCUIT Y		$	1,216.88
			10	AR1DZ	DUPLEX OUTLET, CIRCUIT Z		$	114.80
			56	AR1HCCH10	HIGH CAPACITY CABLE HOLDERS (10)		$	529.20
			28	AR1PCC100	CABLE CLIPS FOR WALL PANELS (100)		$	642.60
			42	AR1RCM10	RACEWAY CABLE MANAGERS (10)		$	765.66
			10	AR1T2	BASE RACEWAY POWER RAIL 12W, 48" OR 72" PANEL		$	597.40
			106	AR1E2	BASE RACEWAY POWER RAIL 12W, 48" OR 72" PANEL		$	5,366.78
			7	AR1EJ4	JUMPER CABLE, 73W		$	318.92
			2	AR1TJ4	JUMPER CABLE, 73W		$	110.70
			3	AR1TJ5	JUMPER CABLE, 85W		$	179.22
			2	AR1TJ6	JUMPER CABLE, 97W		$	128.24
			2	AR1EJ6	JUMPER CABLE, 97W		$	110.70
			24	AR1TOM	DESK HEIGHT OUTLET MODULE		$	1,328.40
			10	AR1EOM	DESK HEIGHT OUTLET MODULE		$	479.30
			48	AR1EPC1	BASE POWER CONNECTOR 13W, WITHIN A PANEL		$	1,101.60
			5	AR1TPC1	BASE POWER CONNECTOR 13W, WITHIN A PANEL		$	138.40
			38	AR1EPC2	BASE POWER CONNECTOR 25W, PANEL TO PANEL		$	1,051.84
			4	AR1TPC2	BASE POWER CONNECTOR 25W, PANEL TO PANEL		$	128.24
			10	AR1TPI2	POWER INFEED 61W, BASE POWER		$	553.50
			11	AR1EPI2	POWER INFEED, MODULAR 61W, BASE POWER		$	504.90
			1	AR1TPI5	POWER INFEED 85W, DESK HEIGHT POWER		$	64.12
			5	AR1EPIC	POWER INFEED, MODULAR 145W CEILING INFEED		$	345.95
			11	AX1F48	FLAT END, 5X48		$	408.43
			8	AX2C48480	T-END, CURRENTS & LINKABLE, 48" SCREEN/48" SPINE, 0" EXTENSION		$	1,941.28
			11	AX2C48483	T-END, CURRENTS & LINKABLE, 48" SCREEN/48" SPINE, 3-1/2" EXTENSION		$	2,966.26
			57	MC1-48S1	CONNECTOR TRACK, 48H		$	885.21
			5	MM1-WS48	WALL STARTER, 48H		$	307.15
			3	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	30.39
			3	APT72	CROWN COVERS (PAIR) STANDARD, 72X5X4		$	41.52
			3	APR724	RACEWAY COVERS (PAIR) 72X2-1/2, 4 OUTLETS EACH SIDE		$	50.64
			3	APF14872	WALL FRAME 48H, 72X5X52 STANDARD CROWN		$	692.55

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			6	APCOC	OUTLETS COVER, 12X1X9		$	52.62
			3	APCAZ72P	STRUCTURAL BASE COVER (PAIR), 72X1X16		$	280.47
			6	APC0972S	SLATWALL COVER, 72X1X9		$	299.70
			2	APC0972P	WALL COVER, PAINTED STEEL, 72X1X9		$	38.48
			2	APC0948P	WALL COVER, PAINTED STEEL, 48X1X9		$	30.38
			2	APC0936P	WALL COVER, PAINTED STEEL, 36X1X9		$	24.98
			12	APC0936A	WALL COVER, ACOUSTICAL/TACKABLE, UPHOLSTERED, 36X1X9		$	421.20
			2	APC0924P	WALL COVER, PAINTED STEEL, 24X1X9		$	22.28
			4	APC0924P	WALL COVER, PAINTED STEEL, 24X1X9		$	44.56
			8	APC0936A	WALL COVER, ACOUSTICAL/TACKABLE, UPHOLSTERED, 36X1X9		$	280.80
			4	APC0936P	WALL COVER, PAINTED STEEL, 36X1X9		$	49.96
			4	APC0972S	SLATWALL COVER, 72X1X9		$	199.80
			2	APCAZ72P	STRUCTURAL BASE COVER (PAIR), 72X1X16		$	186.98
			4	APCOC	OUTLETS COVER, 12X1X9		$	35.08
			2	APF14872	WALL FRAME 48" H, 72X5X52 STANDARD CROWN		$	461.70
			2	APR724	RACEWAY COVERS (PAIR), 72X2-1/2, 4 OUTLETS EACH SIDE		$	33.76
			2	APT72	CROWN COVERS (PAIR) STANDARD, 72X5X4		$	27.68
			2	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	20.26
			2	APC0924P	WALL COVER, PAINTED STEEL, 24X1X9		$	22.28
			20	APC0936A	WALL COVER, ACOUSTICAL/TACKABLE, UPHOLSTERED, 36X1X9		$	702.00
			2	APC0936P	WALL COVER, PAINTED STEEL, 48X1X9		$	24.98
			4	APC0948P	WALL COVER, PAINTED STEEL, 48X1X9		$	60.76
			4	APC0972P	WALL COVER, PAINTED STEEL, 72X1X9		$	76.96
			10	APC0972S	SLATWALL COVER, 72X1X9		$	499.50
			5	APCAZ72P	STRUCTURAL BASE COVER (PAIR)		$	467.45
			10	APCOC	OUTLETS COVER, 12X1X9		$	87.70
			5	APF14872	WALL FRAME, 48"H, 72X5X52		$	1,154.25
			5	APR724	RACEWAY COVERS (PAIR), 72X2-1/2, 4 OUTLETS EACH SIDE		$	84.40
			5	APT72	CROWN COVERS (PAIR), STANDARD, 72X5X4		$	69.20
			5	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	50.65

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			96	APC0936A	WALL COVER, ACOUSTICAL/TACKABLE, UPHOLSTERED, 36X1X9		$	3,369.60
			24	APC0936P	WALL COVER, PAINTED STEEL, 36X1X9		$	299.76
			24	APC0948P	WALL COVER, PAINTED STEEL, 48X1X9		$	364.56
			12	APC0972P	WALL COVER, PAINTED STEEL, 72X1X9		$	230.88
			48	APC0972S	SLATWALL COVER, 72X1X9		$	2,397.60
			24	APCAZ72P	STRUCTURAL BASE COVER (PAIR), 72X1X16		$	2,243.76
			48	APCOC	OUTLETS COVER, 12X1X9		$	420.96
			24	APF14872	WALL FRAME, 48"H, 72X5X52, STANDARD CROWN		$	5,540.40
			24	APR724	RACEWAY COVERS (PAIR), 72X2-1/2, 4 OUTLETS EACH SIDE		$	405.12
			24	APT72	CROWN COVERS (PAIR), STANDARD, 72X5X4		$	332.16
			24	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	243.12
			130	4024G	GIBRALTAR CORNER LEG		$	7,736.30
			520	7122G	GIBRALTAR C-LEG		$	38,828.40
			130	D1L4848SSN	WORKSURFACE, CURVILINEAR CORNER "L" SHAPE, 48X48X24X24, NO GROMMET		$	24,438.70
			260	D1R2424N	WORKSURFACE, RECTANGULAR, 24X24, NO GROMMET		$	14,479.40
			130	DS2PMLP24A	MOBILE PEDESTAL WITH HANDLE, SERIES 2 STEEL FRONT, BOX/BOX/FILE, 2		$	28,826.20
			48	DS2PMLP24B	MOBILE PEDESTAL WITH HANDLE, SERIES 2 STEEL FRONT, FILE/FILE, 22-3		$	10,643.52
			260	M83-F18W	BRACKET, FLAT FOR 18" SURFACE, WOOD SCREWS		$	2,457.00
			19	4024G	GIBRALTAR CORNER LEG		$	1,130.69
			110	7122G	GIBRALTAR C-LEG		$	8,213.70
			19	D1L4848SSN	WORKSURFACE, CURVILINEAR CORNER "L" SHAPE, 48X48X24X24 NO GROMMET		$	3,571.81
			4	D1R2424N	WORKSURFACE, RECTANGULAR, 24X24, NO GROMMET		$	222.76
			14	D1R3624N	WORKSURFACE, RECTANGULAR, 36X24, NO GROMMET		$	987.56
			20	D1R4824N	WORKSURFACE, RECTANGULAR, 48X24, NO GROMMET		$	1,815.80
			19	DS2PMLP24A	MOBILE PEDESTAL WITH HANDLE, SERIES 2 STEEL FRONT, BOX/BOX/FILE, 2		$	4,213.06
			18	DS2PMLP24B	MOBILE PEDESTAL WITH HANDLE, SERIES 2 STEEL FRONT, FILE/FILE, 22-3		$	3,991.32
			4	MB3-F18W	BRACKET, FLAT FOR 18" SURFACE, WOOD SCREWS		$	37.80

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			3	7448	FOUR COLUMN STAR BASE, 48X48		$	1,157.79
			1	ET1RT30	ROUND TABLE, LAMINATE, 30X29		$	304.48
			7	P4-GR	GROMMET REPLACEMENT SLEEVE AND COVER		$	129.92
			16	RSDHC	COLUMN LEG, 4X28-3/8, DESK HEIGHT		$	1,420.16
			2	RTA14448	CONFERENCE ROOM RACETRACK TOP, 144X48X1-1/4, 2 PIECE		$	1,671.98
			3	RTA7272	CONFERENCE ROOM ROUND TOP, 72X72X1-1/4		$	2,330.76
			48	G98A68KB	HARTER KNIT BACK CHAIR		$	15,655.68
			7	MDMS6048	MARKERBOARDS & TACKBOARDS, SQUARE CORNER, PORCELAIN		$	2,536.80
			5	MDMS9648	MARKERBOARDS & TACKBOARDS, SQUARE CORNER, PORCELAIN		$	2,481.00
			1	INSTALLATION	INSTALLATION		$	54,195.21
			24	AP14824N	LINKABLE SCREEN, UPHOLSTERED, 24X48		$	0.00
			24	AP14848N	LINKABLE SCREEN, UPHOLSTERED, 48X48		$	0.00
			48	APCOC	OUTLETS COVER, 12X1X9		$	0.00
			24	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	0.00
			51	AA148E	END TRIM, LINKABLE SCREENS, 48H, NO CONNECTOR		$	0.00
			20	AC1-48E1	END CONNECTOR, LINKABLE SCREEN, 48H		$	0.00
			2	APT	CROWN END CAP, STANDARD		$	0.00
			25	AR1EJ4	JUMPER CABLE, 73W		$	0.00
			19	AR1EJ8	JUMPER CABLE, 121W		$	0.00
			43	AR1E0M	DESK HEIGHT OUTLET MODULE		$	0.00
			5	AR1EPC1	BASE POWER CONNECTOR, 13W, WITHIN A PANEL		$	0.00
			23	AR0F	BLANK FILLER PLATE (10) FOR CURRENTS WALL COVER		$	0.00
			2	AX2C48480	T-END, CURRENTS & LINKABLE, 48" SCREEN/48" SPINE, 0" EXTENSION		$	0.00
			3	APTC 72	CROWN TOP CAP, 72W, INTEGRAL		$	0.00
			6	APCOC	OUTLETS COVER, 12X1X9		$	0.00
			4	APCOC	OUTLETS COVER, 12X1X9		$	0.00
			2	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	0.00
			10	APCOC	OUTLETS COVER, 12X1X9		$	0.00
			5	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	0.00
			48	APCOC	OUTLETS COVER, 12X1X9		$	0.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			13	AR1DB	DULPEX OUTLET, CIRCUIT B		$	0.00
			7	AR1DX	DULPEX OUTLET, CIRCUIT X		$	0.00
			27	AA1T24	TOP TRIM, LINKABLE SCREEN, 24W		$	0.00
			1	AA1T48	TOP TRIM, LINKABLE SCREEN, 48W		$	0.00
			19	APTC72	CROWN TOP CAP, 72W, INTEGRAL		$	0.00
			1	AA148E	END TRIM, LINKABLE SCREENS, 48H, NO CONNECTOR		$	0.00
			1	KCHANGE	CHANGE KEY		$	3.25
			2	KMASTER	MASTER KEY		$	6.50
			1		DISCOUNT		$	-104,783.00
			1	TAX	ME TAX		$	14,969.52
NICKERSON & O’DAY, INC.	070908 POD III		1	MISC EXP	CONSTRUCTION COSTS — LABOR, MATERIAL PROJECT		$	15,743.72	1 HATLEY ROAD
					MANAGEMENT, SUB-CONTRACTORS				BELFAST, ME 04915
NICKERSON & O’DAY, INC.	070908 POD III A		1	MISC EXP	CONSTRUCTION COSTS — LABOR, MATERIAL PROJECT		$	11,511.30	1 HATLEY ROAD
					MANAGEMENT, SUB-CONTRACTORS				BELFAST, ME 04915
LIEBERT GLOBAL SERVICES	S13187446		1	MISC EXP	REPLACED 60 UPS12-400MR BATTERIES		$	18,553.00	1 HATLEY ROAD
									BELFAST, ME 04915
INOVA SOLUTIONS	012894		1	SR01	TECHNICAL PROJECT MANAGEMENT		$	750.00	3 HATLEY ROAD
									BELFAST, ME 04915
ES BOULOS CO	52893		1	MISC	FINAL BILLING		$	1,637.00	3 HATLEY ROAD
									BELFAST, ME 04915
ES BOULOS CO	52892		1	MISC	FINAL BILLING		$	2,700.00	3 HATLEY ROAD
									BELFAST, ME 04915
DELL	XCP7ND381		50	320-5293	DELL ULTRASHARP 1908FP FLAT PANEL WITH HEIGHT ADJUSTABLE STAND, 19.0 INCH VIS, OPTIPLEX PRECISION AND LATITUDE		$	11,450.00	3 HATLEY ROAD BELFAST, ME 04915
			1	FREIGHT	FREIGHT		$	360.00
			1	TAX	TAX		$	590.50
DELL	XCP5CF729		5	222-7948	LATITUDE D630, INTEL CORE 2 DUO T7500, 2.20GHZ, 800MHZ 4M L2 2GC1MG1, 4GC1MG1, 9GC1MG1,		$	6,661.35	3 HATLEY ROAD
					CACHE, DUAL CORE       7GC1MG1, 5GC1MG1				BELFAST, ME 04915
			1	FREIGHT	FREIGHT		$	120.00
			1	TAX	TAX		$	339.08
SYNERGY	200609.13		19	MISC	COMMISSIONING WORK ON THE BELFAST PROJECT FOR THE		$	2,470.00	3 HATLEY ROAD
					PERIOD FROM 4/26 - 7/22 (PRINCIPALS)				BELFAST, ME 04915

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-006
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	MISC EXP	EXPENSES		$	376.91
			12	MISC	COMMISSIONING WORK ON THE BELFAST PROJECT FOR THE		$	1,080.00
					PERIOD FROM 4/26 - 7/22 (ENGINEERS)
							$	937,855.66

Amendment No. 1
dated October 27, 2008
to Schedule No. LL-006

Lessee:	ATHENAHEALTH, INC.	Lessor:	Macquarie Equipment Finance, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Lessor and Lessee amend the above-referenced Schedule (“Schedule”), which incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor, as provided in this Amendment. Capitalized terms used in this Amendment without definition are defined in the Schedule. Except as provided in this Amendment, the Schedule remains the same.

The following Special Term shall be added to the “Special Terms” section of Leaseline Schedule No. LL-006:

Provided no Event of Default has occurred and is continuing, Lessee will purchase the Equipment from Lessor at the expiration of the Initial Lease Term by payment to Lessor of one dollar ($1.00). Upon such payment, Lessor shall transfer title to the Equipment to Lessee free and clear of all liens, security interests, and encumbrances by and through Lessor and such transfer shall be AS-IS, WHERE-IS.

ATHENAHEALTH, INC. (Lessee)		Macquarie Equipment Finance, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Carie L. Kerns
Name/Title:	Carl Byers/CFO	Name/Title:	Carie L. Kerns
Date:	10/29/08	Date:	AVP - Lease Operations, Contracts 10/29/08

Leaseline Schedule No. LL-006
dated October 1, 2008

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition	Leaseline
Period	Maximum	Lease Rate Factors	Lessor’s Basis	Rental Payment
		Hardware: 0.03069      Software: 0.03069
From October 1, 2008 through October 31, 2008	$940,200.30	The Hardware Lease Rate Factor applies only to Tier I Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items. *See Special Term No. 5 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the last day of each Rental Period.	Base Term: 36 months.
Rental Period: Each calendar month during the Term.	Base Term Commencement Date: November 1, 2008
Billing Address (if different from Lessee’s address stated above):

Special Terms:

1. For the sum of $937,855.66 (“SLB Price”), Lessee hereby sells, assigns, and transfers to Lessor, all of the Lessee’s right, title and interest in and to the Equipment, as described on Exhibit A to Acceptance Certificate No. 1 (“SLB Equipment”), and any warranties on the SLB Equipment, and agrees to provide reasonable assistance in enforcing those warranties. The SLB Price will be paid by ordinary business check when all of the conditions to Lessor’s acquisition and lease of the Equipment under this Lease have been satisfied and Lessor shall have received such evidence of Lessee’s ownership interest in the SLB Equipment as Lessor may request, including copies of Lessee’s proof of payment to its vendor(s), vendor invoices identifying the SLB Equipment, bills of sale, and other such documentation as Lessor may request. Lessee represents and warrants that prior to the execution hereof, Lessee has good and marketable title to the SLB Equipment, free and clear of all liens, claims, taxes, charges and encumbrances of any nature or kind whatsoever, and Lessor will acquire such title upon the execution this Schedule. Lessee shall do such acts and shall execute such further documents, and will cause the doing of such acts and the executions of such further documents by others, as Lessor may in writing at any time and from time to time reasonably request be done or executed in order to give effect to the foregoing assignment.

2. It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.

3. Lessee shall maintain EBITDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000
The four-consecutive-fiscal-quarter period ending March 31, 2008	$	11,030,000
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-Fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization expenses, determined in accordance with GAAP; “Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP; and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.

4. As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Carie L. Kerns
Name/Title:	Carl Byers/CFO	Name/Title:	Carie L. Kerns
Date:	10/27/08	Date:	AVP - Lease Operations, Contracts 10/27/08

		MASTER EQUIPMENT LEASE AGREEMENT STIPULATED LOSS VALUES
LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address: City/State/Zip:	311 Arsenal Street Watertown, MA 02472	Address:	2285 Franklin Road, Suite 100 Bloomfield Hills, MI 48302
		Lease	Schedule
		Number:	Number:      LL-006

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss					Stipulated Loss
Rental Period	Value Percentage			Rental Period		Value Percentage
1		107.75	%		19		61.74	%
2		105.27	%		20		59.12	%
3		102.77	%		21		56.48	%
4		100.27	%		22		53.83	%
5		97.75	%		23		51.17	%
6		95.23	%		24		48.50	%
7		92.69	%		25		46.00	%
8		90.14	%		26		43.48	%
9		87.59	%		27		40.95	%
10		85.02	%		28		38.41	%
11		82.44	%		29		35.87	%
12		79.85	%		30		33.31	%
13		77.28	%		31		30.75	%
14		74.72	%		32		28.17	%
15		72.14	%		33		25.59	%
16		69.56	%		34		22.99	%
17		66.96	%		35		20.39	%
18		64.36	%		36		17.77	%

/s/ CB	/s/ CLK
Lessee Initials	Lessor Initials

ORIGINAL

Leaseline Summary
dated December 17, 2008
for Leaseline Schedule No. LL-007

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	1,197,090.41		0.02857	$	34,200.87
Soft Costs:	$	34,359.90		0.03085	$	1,060.00
Total:	$	1,231,450.31			$	35,260.87

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

3. The Leaseline Maximum of $1,000,000.00 shall be deleted and replaced with $1,261,149.51.

4. For the sum of $522,193.93 (“SLB Price”), Lessee hereby sells, assigns, and transfers to Lessor, all of the Lessee’s right, title and interest in and to the Equipment, as described on Exhibit A to Acceptance Certificate No. 2 (“SLB Equipment”), and any warranties on the SLB Equipment, and agrees to provide reasonable assistance in enforcing those warranties. The SLB Price will be paid by ordinary business check when all of the conditions to Lessor’s acquisition and lease of the Equipment under this Lease have been satisfied and Lessor shall have received such evidence of Lessee’s ownership interest in the SLB Equipment as Lessor may request, including copies of Lessee’s proof of payment to its vendor(s), vendor invoices identifying the SLB Equipment, bills of sale, and other such documentation as Lessor may request. Lessee represents and warrants that prior to the execution hereof, Lessee has good and marketable title to the SLB Equipment, free and clear of all liens, claims, taxes, charges and encumbrances of any nature or kind whatsoever, and Lessor will acquire such title upon the execution this Schedule. Lessee shall do such acts and shall execute such further documents, and will cause the doing of such acts and the executions of such further documents by others, as Lessor may in writing at any time and from time to time reasonably request be done or executed in order to give effect to the foregoing assignment.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Carie L. Kerns
Name/Title:	Carl Byers/CFO	Name/Title:	Carie L. Kerns
Date:	12/19/08	Date:	AVP - Lease Operations, Contracts 12/19/08

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT	1605363	6	WS-C3750G-24TS-S	CATALYST 3750 24PT-10/100	SFD01221Y3MW, SFD01221Y3MX,	$	22,410.00	311 ARSENAL STREET
					SFD01221Y3N1, SFD01221Y3N2,			WATERTOWN, MA 02472
					SFD01221Y3NN, SFD01221Y3NR
		3,024	CON-SNT-SMS-1	SMARTNET MNT SMS-1 SMS S		$	3,024.00
MEDICOMP SYSTEMS	2468	1	MISC	INITIAL FEE FOR MEDCIN LIMITED USE AGREEMENT DATED JUNE 18, 2008		$	10,000.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
DAPTIVE	AC-20080741	1	7G4205-72	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 72 10/100/1000BASE-		$	15,397.25	311 ARSENAL STREET
				TX POE PORTS VIA RJ45 (POE SUPPORTED IN THE N5 ONLY)				WATERTOWN, MA 02472
		1	7C111	MATRIX N1 SINGLE SLOT CHASSIS INCLUDING INTEGRATED REDUNDANT		$	0.00
				AC POWER SUPPLIES AND FAN
DELL	XCRP8PN16	200	320-6138	DELL ULTRASHARP 1908FP, WIDE FLAT PANEL W/ HEIGHT ADJUSTABLE		$	40,000.00	311 ARSENAL STREET
				STAND, 19.0 INCH VIS, OPTIPLEX, PRECISION AND LATITUDE				WATERTOWN, MA 02472
DELL	XCRK2MXK3	24	222-7948	LATITUDE D630, INTEL CORE 2 DUO T7500, 2.20GHZ, 800MHZ 4M L2 CACHE,	FPK1XG1, JTK1XG1, 5QK1XG1,	$	31,320.00	311 ARSENAL STREET
				DUAL CORE	BQK1XG1, FQK1XG1, JQK1XG1,			WATERTOWN, MA 02472
					4RK1XG1, 7RK1XG1, 9RK1XG1,
					CRK1XG1, DRK1XG1, FRK1XG1,
					JRK1XG1, 7SK1XG1, 6TK1XG1,
					7TK1XG1, 8TK1XG1, 9TK1XG1,
					BTK1XG1, CTK1XG1, DTK1XG1
					FTK1XG1, HTK1XG1, 2QK1XG1
DELL	XCRF3KN99	16	223-7187	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E8200/2.66GHZ, 6M,	4K95XG1, 3L95XG1, 6K95XG1,	$	11,152.00	311 ARSENAL STREET
				VT, 1333FSB	7K95XG1, 8K95XG1, 9K95XG1,			WATERTOWN, MA 02472
					BK95XG1, CK95XG1, DK95XG1,
					FK95XG1, GK95XG1, HK95XG1,
					JK95XG1, 1L95XG1, 2L95XG1,
					5K95XG1
DELL	XCRF3K938	16	223-7187	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E8200/2.66GHZ, 6M,	CC95XG1, CG95XG1, JC95XG1,	$	11,152.00	311 ARSENAL STREET
				VT, 1333FSB	5D95XG1, BD95XG1, DD95XG1,			WATERTOWN, MA 02472
					HD95XG1, 3F95XG1, 7F95XG1,
					DF95XG1, GF95XG1, 4G95XG1,
					8G95XG1, 9G95XG1, BG95XG1,
					FC95XG1

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
DELL	XCRDDR2K4	5	223-7920	LATITUDE D430, INTEL CORE2 DUO U7700, 1.33GHZ ULV, 533MHZ, 2M L2	7SYTWG1, 8SYTWG1, DSYTWG1,	$	7,405.00	311 ARSENAL STREET
				CACHE	CSYTWG1, BSYTWG1			WATERTOWN, MA 02472
DELL	XCRD98T33	5	223-6155	LATITUDE D830, INTEL CORE 2 DUO T8300, 2.40GHZ, 800MHZ 3M L2 CACHE,	1QRVWG1, 6QRVWG1, 5RRVWG1,	$	6,206.60	311 ARSENAL STREET
				DUAL CORE	JQRVWG1, BQRVWG1			WATERTOWN, MA 02472
DELL	XCRD35D38	16	223-7187	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E8200/2.66GHZ, 6M,	1J95XG1, 2K95XG1, 4J95XG1,	$	11,152.00	311 ARSENAL STREET
				VT, 1333FSB	5J95XG1, 6J95XG1, 7J95XG1,			WATERTOWN, MA 02472
					8J95XG1, 9J95XG1, BJ95XG1,
					CJ95XG1, DJ95XG1, FJ95XG1,
					GJ95XG1, JJ95XG1, 1K95XG1,
					2J95XG1
DELL	XCRD34259	16	223-7187	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E8200/2.66GHZ, 6M,	8PX1XG1, 7QX1XG1, BPX1XG1,	$	11,152.00	311 ARSENAL STREET
				VT, 1333FSB	CPX1XG1, DPX1XG1, FPX1XG1,			WATERTOWN, MA 02472
					GPX1XG1, HPX1XG1, JPX1XG1,
					1QX1XG1, 2QX1XG1, 3QX1XG1,
					4QX1XG1, 5QX1XG1, 6QX1XG1,
					9PX1XG1
DELL	XCRD324N8	16	223-7187	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E8200/2.66GHZ, 6M,	8NX1XG1, 7PX1XG1, BNX1XG1,	$	11,152.00	311 ARSENAL STREET
				VT, 1333FSB	CNX1XG1, DNX1XG1, FNX1XG1,			WATERTOWN, MA 02472
					GNX1XG1, HNX1XG1, JNX1XG1,
					1PX1XG1, 2PX1XG1, 3PX1XG1,
					4PX1XG1, 5PX1XG1, 6PX1XG1,
					9NX1XG1
DELL	XCRD2M925	16	223-7187	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E8200/2.66GHZ, 6M,	8MX1XG1, 7NX1XG1, BMX1XG1,	$	11,152.00	311 ARSENAL STREET
				VT, 1333FSB	CMX1XG1, DMX1XG1, FMX1XG1,			WATERTOWN, MA 02472
					GMX1XG1, HMX1XG1, JMX1XG1,
					1NX1XG1, 2NX1XG1, 3NX1XG1,
					4NX1XG1, 5NX1XG1, 6NX1XG1,
					9MX1XG1
DELL	XCRD27XT1	4	223-7187	OPTIPLEX 755N SMALL FORM FACTOR, CORE 2 DUO E8200/2.66GHZ, 6M,	5721XG1, 8721XG1, 7721XG1,	$	2,788.00	311 ARSENAL STREET
				VT, 1333FSB	6721 XZG1			WATERTOWN, MA 02472
DELL	XCRCNF1P2	25	310-7442	CORPORATE BACKPACK FOR DELL LATITUDE, D-FAMILY NOTEBOOKS		$	1,049.75	311 ARSENAL STREET
								WATERTOWN, MA 02472
DELL	XCRCND262	20	310-7698	90 WATT AC ADAPTER W/ 3-FOOT POWER CORD, FOR DELL LATITUDE,		$	1,119.80	311 ARSENAL STREET
				CUSTOMER KIT				WATERTOWN, MA 02472

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
DELL	XCRCD24K7	40	A0743679	1 GB MEMORY MODULE FOR DELL OPTIPLEX GX620 SYSTEMS		$	1,151.60	311 ARSENAL STREET
								WATERTOWN, MA 02472
DELL	XCRC2NXM8	10	341-2270	80GB SATA 3.0GB/S AND 8MB DATA BURST CACHE, ROHS COMPLIANT		$	479.90	311 ARSENAL STREET
				DELL OPTIPLEX 320/740/745 GX620/GX520, CUSTOMER INSTALL				WATERTOWN, MA 02472
DELL	XCRN22M98	10	310-9081	9-CELL/85-WHR PRIMARY BATTERY LATITUDE D63X, CUSTOMER KIT		$	2,999.90	311 ARSENAL STREET
								WATERTOWN, MA 02472
DELL	XCP57R472	6	222-7948	LATITUDE D630, INTEL CORE 2 DUO T7500, 2.20GHZ, 800MHZ 4M	4QB1MG1, 3RB1MG1, 7TB1MG1,	$	7,993.62	311 ARSENAL STREET
				L2 CACHE, DUAL CORE	6SB1MG1, HSB1MG1, GRB1MG1			WATERTOWN, MA 02472
MORE DIRECT	1618670	22	41C9342	LENOVO TP PROTECTION-3YR W/ 3YR IOR UPG		$	4,735.50	311 ARSENAL STREET
								WATERTOWN, MA 02472
		3	7767C3U	LENOVO TP X61 TAB C2D/1.6 1GB- 100GB DVDRW UB VZN WVU	1S7767C3ULVB38XP,	$	6,306.60
					1S7767C3ULVB38XR,
					1S7767C3ULVB38XT
MORE DIRECT	1615996	13	7767C3U	LENOVO TOPSELLER X61 L7500 1.6G 1GB DVDRW 12.1-XGA WL BT	NLVB38PD, SLVB375P, SLVB375R,	$	27,328.60	311 ARSENAL STREET
				BFP WVU	SLVB3768, SLVB3769, SLVB376A,			WATERTOWN, MA 02472
					SLVB376B, SLVB376C, SLVB376D,
					SLVB378G, SLVB378L, SLVB378M,
					SLVB378W
		6	7767C3U	LENOVO TOPSELLER X61 L7500 1.6G 1GB DVDRW 12.1-XGA WLBT BFP	SLVB39PX, SLVB39PY, SLVB39PZ,	$	12,613.20
				WVU	SLVB39RO,
					SLVB39R1, SLVB39R2
		22	40Y7734-ALC	ALLCOMPONENTS 1GB 1024MB DDR2-667MHZ PC2-5300 SODIMM FOR IBM		$	1,068.98
						$	34,010.00	311 ARSENAL STREET
KESLE SYSTEMS	211886	38		RIGHTFAX 9.3 CHANNEL UPGRADES				WATERTOWN, MA 02472
		1		RIGHTFAX 9.3 PREMIUM SUPPORT - INCREMENTAL TO EXISTING		$	6,122.00
				CONTRACT
BEAM	808204	1	SERVICES	INTERACTIVE SERVICES - SEPTEMBER 2008, SITE DESIGN AND		$	32,000.00	311 ARSENAL STREET
				DEVELOPMENT (CAPEX EXPENSES)				WATERTOWN, MA 02472

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	LPP7202	17	7995C2U	IBM HS21 BLADE E5345	1S7995AC199E3851,	$	28,824.52	55 MIDDLESEX TPKE
					1S7995AC199E3859,			BEDFORD, MA 01730
					1S7995AC199E3867,
					1S7995AC199E3889,
					1S7995AC199E3890,
					1S7995AC199E3903,
					1S7995AC199E8655,
					1S7995AC199E8656,
					1S7995AC199E8658,
					1S7995AC199E8664,
					1S7995AC199E8667,
					1S7995AC199E8669,
					1S7995AC199E8670,
					1S7995AC199E8673,
					1S7995AC199E8674,
					1S7995AC199E8675,
					1S7995AC199E8676
		51	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	12,199.71
		17	42C0570	IBM INTEL XEON DC E5345 PROC 2.33GHZ		$	11,549.12
		17	214266	CDW BURN IN 12 HOURS		$	170.00
		17	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1S26K577799CP194,	$	3,309.73
					1S26K577799CV322,
					1S26K577799CV331,
					1S26K577799CV334,
					1S26K577799CV335,
					1S26K577799CV336,
					1S26K577799CV471,
					1S26K577799CV475,
					1S26K577799CV511,
					1S26K577799CV512,

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
					1S26K577799CV513,
					1S26K577799CV522,
					1S26K577799CV523,
					1S26K577799CV585,
					1S26K577799CV589,
					1S26K577799CV755,
					1S26K577799DB155
AYMARK	1009168	1	DSI-SYMTC-NBU	SYMANTEC NETBACKUP SOFTWARE/SUPPORT		$	142,222.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		2	DSI-IBMS-3650	IBM 3650 SERVERS	99BV527, 99BV539	$	14,490.00
		2		2GB MEMORY KIT	920894N, 9208A1A
		6		146GB 10K SAS	99G0762, 99G0763, 99G0064,
					99G0920, 99G1013, 99G0922
		1	DSl-SYM-LICSSP	SYMANTEC NETBACKUP LICENSE AND SUPPORT		$	30,058.00
		1	DSI-IBMS-3850	IBM 3850	99C0098	$	23,157.00
		4		146GB 10K SAS	S99G0768, S99G0769, S99G0114,
					S99G0839
		1		SERVERAID-MR10 SAS CONTROLLER	K021322408
		1		BROCADE 16-PORT SWITCH	106898V
		1	DSI-HBCBTP-AA	HOST BUS ADAPTERS, FIBRE CBLS AND LTO CAR	RFC0829S06841, RFC0829S10862,	$	13,075.00
					RFC0829S11942, RFC0830S12238
		1	DSI-QUATM-682	QUANTUM 1500 LIBRARY	A0C0088715	$	84,259.00
		6		I500 IBM LTO 4TAPE DRIVE	BPC0718718, BPC0758718,
					BPC0768718, BPC0798718,
					BPC0788718, BPC0828718
		1	PROF-SVC-1	DAYMARK PROFESSIONAL SERVICES		$	1,500.00
CDW	LSG5060	5	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQCKRFX,	$	9,375.10	55 MIDDLESEX TPKE
					1S7978AC1KQCMRNK,			BEDFORD, MA 01730
					1S7978AC1KQCRGXF,
					1S7978AC1KQCRGYV,
					1S7978AC1KQCRGYZ
		5	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	2,940.20

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		10	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K104399DY896,	$	2,733.00
					1S40K104399GC837,
					1S4CK104399GC840,
					1S40K104399GC851,
					1S40K104399GC852,
					1S40K104399GC971,
					1S40K104399HK937,
					1S40K104399KM300,
					1S40K104399KM315,
					1S40K104399KM324
		5	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	1,505.00
		5	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	720.00
		5	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	1,196.05
		5	BURNIN.DIAGNOSTIC	CDW BURN IN 12 HOURS		$	50.00
ADAPTIVE	AC-20080896	1	SA4500	SECURE ACCESS 4500 BASE SYSTEM	0240062008000379	$	5,351.50	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	SA4500-ADD-10	ADD 100 SIMULTANEOUS USERS TO SA 4500		$	12,610.43
ASTERIA SOLUTIONS	12262	1		OMEGADIAL LICENSE UPGRADE FROM 300 TO 400 CHANNELS		$	8,000.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1		OMEGADIAL LICENSE UPGRADE ANNUAL SOFTWARE MAINTENANCE		$	1,200.00
RAID INC.	SI-20334	3	F3F-16000-1601	FALCON3 16TB 4GFC-SATA2 SYSTEM		$	41,925.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
DELL	XCX6K98J3	5	320-6523	DELL ULTRASHARP 2009FP, WIDE PANEL W/ HEIGHT ADJUSTABLE 20.0		$	1,145.00	311 ARSENAL STREET
				INCH VIS, OPTIPLEX, PRECISION AND LATITUDE, CUSTOMER INSTALL				WATERTOWN, MA 02472
BROADLEAF	6740	3		DELL EQUALLOGIC PS5000E, COST EFFICIENT, HIGH CAPACITY, 7.2K SATA		$	159,000.00	311 ARSENAL STREET
				DRIVES, 16TB CAPACITY, 16 X 1TB 7.2K SATA, DUAL COTNROLLER, ONE				WATERTOWN, MA 02472
				YEAR EQUALLOGIC COMPLETE CARE PLUS, SAME DAY 4 HOUR RESPONSE
		1	DISCOUNT	SPECIAL DISCOUNT		$	-28,760.00
CDW	LNH8754	1	88524XU	IBM BLADECENTER H 8852 - RACK-MOUNTABLE - 9U	1S8852HC199C0036	$	3,500.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		1	31R3335	IBM HOT PLUG/REDUNDANT POWER SUPPLY		$	987.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	32R1860-BSTK	IBM NORTEL LAYER 2/3 GBE SWITCH MOD		$	1,884.91
ADAPTIVE	AC-20080889	1	7C111	MATRIX N1 SINGLE SLOT CHASSIS INCLUDING INTEGRATED REDUNDANT		$	1,647.25	55 MIDDLESEX TPKE
				AC POWER SUPPLIES AND FAN				BEDFORD, MA 01730
		1	7G4282-49	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 48 10/100/1000		$	10,447.25
				BASE-TX PORTS VIA RJ45 AND 1 NETWORK EXPANSION MODULE (NEM)
				SLOT
CAROUSEL	414950R	2	700394794	TN464HP RHS *700350259* PP DSI INTERFACE	081632603223, 0181633040643	$	6,083.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
CAROUSEL	403312	5	700394794	TN464HP RHS *700350259* PP DSI INTERFACE	081624302344, 081631203097,	$	15,207.50	311 ARSENAL STREET
					081631203106, 081631203115, 081630002369			WATERTOWN, MA 02472
		5	700395445	120A CSU CABLE 50FT RHS		$	105.00
CDW	LSP1767	1	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQDALKL	$	1,875.02	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		1	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	588.04
		2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K104399GD005,	$	546.60
					1S40K104399KM163
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	301.00
		1	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	144.00
		1	39M5791	IBM 4GB KIT PC2-5300 ECC DDR2 DIMM		$	239.21
		1	BURNIN.DIAGNOSTIC	CDW BURN IN 12 HOURS		$	10.00
CAROUSEL	386572	51	196664	CMEE R4 51-100 NEW LIC		$	11,424.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	00043	SOFTWARE ACTIVATION CHARGE		$	285.00
CDW	LHB6926	5	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	1,485.75	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
ADTECH	191097	1	CPX1250W	HITACHI LCD PROJECTOR	G7D104552	$	3,995.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	78126	DALITE MODEL C CARPETED FLOOR STAND		$	345.00
		1	RPM-U	CHIEF ELITE SERIES UNIVERSAL MOUNT W/OUT KEYED LOCK		$	162.00
		1	CMA351	CHIEF HEAVY DUTY SWIVEL ADAPTER WITH STOPS		$	84.00
		1	HARDWARE	EXTENSION COLUMN		$	186.00
		1	2649003	EXTRON 12’ VGA CABLE M-M W/ AUDIO		$	24.00
		1	NEXIA-TC	NEXIA VIDEO TELECONFERENCE MIXER		$	2,110.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		2	CONTROL25-WH	JBL CONTROL 25 TWO-WAY SURFACE-MOUNT SPEAKER (WHITE)		$	220.00
		1	SPC82P-JT	WHIRLWIND 8-CHANNEL MICROPHONE SPLITTER		$	1,080.00
		1	CNPWS-75	CRESTRON EXTERNAL POWER SUPPLY		$	279.00
		1	IRP2	CRESTRON INFRARED EMITTER PROBE		$	31.00
		1	HARDWARE	PLATE 2		$	37.00
		1	D2	MIDDLE ATLANTIC RACK DRAWER		$	107.00
		1	PD915R	MIDDLE ATLANTIC POWER STRIP		$	75.00
		1	RSH-4S-C	MIDDLE ATLANTIC BLACK TEXTURED SHELF W/ CLAMP		$	102.00
		1	CABLE	INSTALLATION CABLES & CONNECTORS		$	880.00
		1	DESIGN	ADTECH DESIGN & ENGINEERING		$	1,000.00
		1	LABOR	INSTALLATION LABOR		$	900.00
		1	PROGRAM	ADTECH CONTROL SYSTEM PROGRAMMING		$	2,000.00
		1	PM	PROJECT MANAGEMENT		$	440.00
		1	GENADM	GENERAL ADMINISTRATION		$	375.00
		1	LABOR	INSTALLATION LABOR		$	3,520.00
		1	98045	DALITE MODEL C CARPETED FLOOR SCREEN		$	565.00
		1	RW5736	SOUNDCRAFT EPM 12 MULTI PURPOSE CONSOLE		$	356.00
		1	RW5746	SOUNDCRAFT EPM12 RACK MOUNT KIT		$	19.00
		4	ULXP124/85-J1	SHURE ULX WIRELESS MICROPHONE SYSTEM (36 MHZ)		$	4,372.00
		1	ECR-12/16ST	RAXXESS ELITE CONVERTA 12 SPACE RACK		$	715.00
		1	SLVD380P	SONY DVD/VCR PLAYER		$	124.00
		1	7014712	EXTRON EXTENDER AAP (BLACK/WORLDWIDE)		$	299.00
		1	7010318	EXTRON XLR ADAPTER PLATE		$	35.00
		1	7009372	EXTRON AUDIO/VIDEO AAP PLATE		$	35.00
		1	7009012	EXTRON DOULBE SPACE BLANK PLATE (BLACK)		$	13.00
		1	7009011	EXTRON SINGLE SPACE BLANK PLATE (BLACK)		$	9.00
		1	6063202	EXTRON RACK MOUNT		$	117.00
		2	6072601	EXTRON IN1502 TWO-INPUT VIDEO SCALER		$	1,808.00
		1	6019001	EXTRON RACK SHELF		$	85.00
		1	6048012	EXTRON MSW 4SVRS SWITCHER		$	351.00
		1	6019020	EXTRON VERSA TOOLS RACK SHELF		$	85.00
		4	EVI-D70	SONY EVI-D70 CONTROLLABLE VIDEO CAMERA		$	4,032.00
		1	ERK-3520	MIDDLE ATLANTIC 35 SPACE 20" DEEP RACK		$	439.00
		1	CBS-ERK-20	MIDDLE ATLANTIC SKIRTED WHEELBASE		$	139.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	FD-35	MIDDLE ATLANTIC RACK DOOR/LOCK		$	104.00
		1	PD915R	MIDDLE ATLANTIC POWER STRIP		$	85.00
		1	RSH-4A	MIDDLE ATLANTIC BLACK BRUSHED SHELF		$	130.00
		1	SR-DVM700US	JVC DVD/MINI DV RECORDER		$	1,655.00
		3	460DXN	SAMSUNG 46" LCD DISPLAY	BP46HCNQ600035,	$	9,357.00
					BP46HCNQ600042, BP46HCNQ700055
		1	PCS-U	CHIEF FLAT PANEL STRAIGHT COLUMN CEILING MOUNT		$	354.00
		3	CMA351	CHIEF HEAVY DUTY SWIVEL ADAPTER WITH STOPS		$	264.00
		3	CMA360	CHIEF I-BEAM ADAPTER		$	510.00
		4	RC893/1	SONY RSC 232C CONNECTOR CABLE		$	132.00
		1	TPMC-8X	CRESTRON COLOR TOUCHPANEL		$	2,470.00
		1	TPMC-8X-DSW	GRESTRON DOCKING STATION WALL MOUNT		$	1,300.00
		1	TPMC-8X-BTP	CRESTRON TOUCHPANEL BATTERY PACK (INTERNAL)		$	195.00
		1	AIR-AP1231GAK9	CISCO 1200 SERIES ACCESS PONT/ANTENNA		$	800.00
		1	AIR-ANT1728	CISCO OMNIDIRECTIONAL ANTENNA		$	155.00
		1	AIR-PWRINJ3	CISCO 1200 SERIES POWER INJECTOR		$	58.00
		1	7200-22540-001	POLYCOM VSX7000E VIDEO CONFERENCE SYSTEM		$	7,487.00
		1	C2ENET-1	CRESTRON SINGLE PORT ETHERNET SLOT		$	455.00
		1	C2COM-3	CRESTRON RS-232/422/485 CARD		$	455.00
		1	CTS600	CROWN AMPLIFIER		$	729.00
		4	CONTROL28T-60W	JBL CONTROL 28 TWO-WAY VENTED SURFACE-MOUNT SPEAKER W/ TRSNFR		$	780.00
		6	CONTROL25T-WH	JBL CONTROL 25 TWO-WAY SURFACE-MOUNT SPEAKER W/TRANSFORMER		$	660.00
		2	7028411	EXTRON VTT001 MAAP (BLACK)		$	390.00
		2	7031411	INLINE RJ45 PUCH BLOCK		$	54.00
		1	6033611	EXTRON CROSSPOINT 450 PLUS 88 HVA MATRIX SWITCHER		$	3,504.00
		1	HARDWARE	LAN ROUTER (FOR CNTRL SYS)		$	150.00
		1	HARDWARE	MISC HARDWARE		$	450.00
		1	CABLE	INSTALLATION CABLES & CONNECTORS		$	200.00
		1	LABOR	INSTALLATION LABOR		$	4,400.00
		1	PROGRAM	ADTECH CONTROL SYSTEM PROGRAMMING		$	2,500.00
		1	DESIGN	ADTECH DESIGN & ENGINEERING		$	1,000.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO, LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	LABOR	INSTALLATION LABOR AFTER HOURS		$	1,760.00
		1	PR02	CRESTRON DUAL BUS CONTROL SYSTEM		$	2,145.00
		1	5150-21297-001	POLYCOM VSX MPPLUS MULTIPOINT SOFTWARE OPTION KEY		$	2,456.00
		3	CMS009	CHIEF 9" FIXED EXTENSION COLUMN		$	351.00
		2	6058201	EXTRON VTR001 TWISTED PAIR TRANSMITTER		$	430.00
		4	CM-70B-18	ICI EVI CAMERA CEILING MOUNT W/ 18" POLE		$	784.00
		1	V-R72P-2SD	MARSHALL ELECTRONICS RACK MOUNTABLE DUAL 7.0" LCD MONITOR		$	2,469.00
		1	SS	MIDDLE ATLANTIC SLIDING SHELF		$	113.00
		1	7041411	EXTRON AAP PLATE		$	27.00
		2	PCS-U	CHIEF FLAT PANEL STRAIGHT COLUMN CEILING MOUNT		$	708.00
		1	7200-22785-001	POLYCOM VSX PEOPLE & CONTENT		$	1,750.00
ADTECH	191096	1	PPM50M7HB	SAMSUNG 50" PLASMA DISPLAY	AK3EHCEQ700026	$	1,705.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	PSN5032B	SAMSUNG 50" PLASMA SPEAKERS		$	155.00
		2	65044001	EXTRON MDA 3A MINI DISTRIBUTION AMPLIFIER		$	236.00
		1	7200-22730-001	POLYCOM VSX7000E W/ POWER CAM		$	8,195.00
		1	PL-3070	VFI PLASMA ROLLING PLASMA CART		$	735.00
		1	PM-S	VFI PLASMA MOUNT		$	625.00
		1	M-8	FURMAN POWER CONDITIONER		$	55.00
		1	D2	MIDDLE ATLANTIC RACK DRAWER		$	105.00
		1	CABLE	INSTALLATION CABLES & CONNECTORS		$	250.00
		1	DESIGN	ADTECH DESIGN & ENGINEERING		$	250.00
		1	LABOR	INSTALLATION LABOR		$	720.00
		1	PROGRAM	ADTECH CONTROL SYSTEM PROGRAMMING		$	250.00
		1	PM	PROJECT MANAGEMENT		$	220.00
		1	GENADM	GENERAL ADMINISTRATION		$	150.00
		1	LABOR	INSTALLATION LABOR		$	880.00
		1	6050621	EXTRON P/2 DA2XI MT DISTRIBUTION AMPLIFIER		$	341.00
		1	6019020	EXTRON VERSA TOOLS RACK SHELF		$	81.00
		1	SLVD380P	SONY DVD/VCR PLAYER		$	120.00
		1	2611205	EXTRON 25' VGA CABLE M-F (MOLDED)		$	35.00
		1	2623807	EXTRON 10' VGA CABLE M-M		$	19.00
		1	2649002	EXTRON 6' VGA CABLE M-M W/ AUDIO		$	24.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	6073701	EXTRON MIX301 AUDIO MIXER		$	112.00
		1	U1	MIDDLE ATLANTIC RACK SHELF		$	32.00
		1	6004602	EXTRON P/2 DA2 PLUS DISTRIBUTION AMPLIFIER (WORLD VERSION)		$	118.00
CDW	LHR2418	1	71412RU	IBM X3850 M2 2X QC 2.13	1S71412RU0602121	$	7,955.86	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		2	44E4241	IBM QUAD CORE XEON 4MB PROC E7320		$	2,978.50
		3	43X0824	IBM SAS 146GB 10K SFF HOT PLUG HD	1S43X082449D4433,	$	660.00
					1S43X082499D4437,
					1S43X082499D4439
		1	43W4280	IBM SERVERRAID MR10K SAS/SATA CNTRLR		$	314.00
		4	41Y2768	IBM 8GB KIT PC2-5300 ECC DDR2 RDIMM		$	2,280.00
		2	44E4252	IBM MEMORY EXPANSION CARD		$	600.00
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525230YW51,	$	1,140.00
					1S39R6525230YW8N
		1	BURNIN.DIAGNOSTIC	CDW BURN IN 12 HOURS		$	10.00
CDW	LGD5938	2	71412RU	IBM X3850 M2 2X QC 2.13	1S71412RU0601619,	$	15,911.72	55 MIDDLESEX TPKE
					1S71412RU0601622			BEDFORD, MA 01730
		4	44E4241	IBM QUAD CORE XEON 4MB PROC E7320		$	5,957.00
		6	43X0824	IBM SAS 146GB 10K SFF HOT PLUG HD	1S43X082499A5064,	$	1,320.00
					1S43X082499A5082,
					1S43X082499D1486,
					1X43X082499D1487,
					1S43X082499D1492,
					1S43X082499D1493
		2	43W4280	IBM SERVERRAID MR10K SAS/SATA CNTRLR		$	628.00
		8	41Y2768	IBM 8GB KIT PC2-5300 ECC DDR2 RDIMM		$	4,560.00
		4	N/A	IBM MEMORY EXPANSION CARD		$	1,200.00
		4	44E4252	IBM 4GBPS FC SINGLE-PORT PCIE HBA		$	2,280.00
		2	BURNIN.DIAGNOSTIC	CDW BURN IN 12 HOURS		$	20.00
POST ASSOCIATES	41863	4	CV	CLEAR VUE PER DRAWING NO. R08234.3346CV2 ON RISER #		$	8,117.04	3 HATLEY ROAD
				R08234.3346RV3				BELFAST, ME 04915

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
SEACOAST SECURITY	26822	1	GP ALARM	EQUIPMENT		$	2,400.00	3 HATLEY ROAD
								BELFAST, ME 04915
		1	LA ALARM	LABOR		$	720.00
ADTECH	191098	2	RPA-U	CHIEF UNIVERSAL CEILING MOUNT		$	310.00	3 HATLEY ROAD
								BELFAST, ME 04915
		2	SLVD380P	SONY DVD/VCR PLAYER		$	200.00
		2	6075922	EXTRON VGA-QXGA LINE DRIVER W/ AUDIO (WHITE)		$	484.00
		1	6032516	EXTRON CROSSPOINT 300 88 HVA SWITCHER		$	3,175.00
		2	NEXIA-TC	NEXIA VIDEO TELECONFERENCE MIXER		$	4,220.00
		1	01-EXESYS-BLKNM	REVO LABS SOLO EXECUTIVE SYSTEM		$	3,822.00
		2	01-EXEMIC-BLK11	REVO LABS SOLO LAPEL MICROPHONE		$	370.00
		4	05-TBLMIC-OM-11	REVO LABS SOLO TABLETOP BOUNDARY MICROPHONE		$	740.00
		2	06-XLRMIC-BLK11	REVO LABS SOLO PLUG-ON XLR MICROPHONE		$	370.00
		1	280A	CROWN AMPLIFIER		$	416.00
		4	EVI-D70	SONY EVI-D70 CONTROLLABLE VIDEO CAMERA		$	3,696.00
		1	7200-22540-001	POLYCOM VSX7000E VIDEO CONFERENCE SYSTEM		$	7,250.00
		1	CP2E	CRESTRON FIXED RESOURCE CONTROL SYSTEM W/ ETHERNET		$	1,209.00
		2	CNPWS-75	CRESTRON EXTERNAL POWER SUPPLY		$	558.00
		2	CNXRMAK	CRESTRON RACK MOUNT		$	186.00
		1	WMKT-6L	CRESTRON TPS-6L WALL MOUNT		$	50.00
		2	IRP2	CRESTRON INFRARED EMITTER PROBE		$	62.00
		1	PR02	CRESTRON DUAL BUS CONTROL SYSTEM		$	2,046.00
		2	SRS2-12	MIDDLE ATLANTIC 12 SPACE SLIDING RAIL SYSTEM		$	640.00
		2	PD915R	MIDDLE ATLANTIC POWER STRIP		$	160.00
		2	RSH-4S-C	MIDDLE ATLANTIC BLACK TEXTURED SHELF W/ CLAMP		$	204.00
		1	CABLE	INSTALLATION CABLES & CONNECTORS		$	792.00
		1	DESIGN	ADTECH DESIGN & ENGINEERING		$	2,500.00
		1	LABOR	INSTALLATION LABOR		$	1,080.00
		1	PROGRAM	ADTECH CONTROL SYSTEM PROGRAMMING		$	4,250.00
		1	PM	PROJECT MANAGEMENT		$	1,210.00
		1	GENADM	GENERAL ADMINISTRATION		$	825.00
		1	LABOR	INSTALLATION LABOR		$	4,400.00
		1	6055622	EXTRON MMX 42 SVA SWITCHER		$	558.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	TPS-6LB-T	CRESTRON ISYS ADVANCED TOUCHPANEL CONTROL SYSTEM (BLACK)		$	1,488.00
		1	C2ENET-1	CRESTRON SINGLE PORT ETHERNET SLOT		$	558.00
		1	TRAVEL	TRAVEL/LODGING		$	880.00
		2	WM-30B	ICI EVI CAMERA WALL MOUNT		$	176.00
		1	SRS2-12	MIDDLE ATLANTIC 12 SPACE SLIDING RAIL SYSTEM		$	320.00
		1	PD915R	MIDDLE ATLANTIC POWER STRIP		$	80.00
		4	RC893/1	SONY RSC 232C CONNECTOR CABLE		$	0.00
		2	460DX	SAMSUNG 46" LCD DISPLAY	BP46HCNQ600052, BP46HCNQ600063	$	5,198.00
		2	PCS-U	CHIEF FLAT PANEL STRAIGHT COLUMN CEILING MOUNT		$	544.00
		2	CMA0305	CHIEF 3' - 5' ADJUSTABLE EXTENSION COLUMN		$	234.00
		2	CMJ310	PEERLESS CEILING PLATE		$	38.00
		1	5150-21297-001	POLYCOM VSX MPPLUS MULTIPOINT SOFTWARE OPTION KEY		$	2,456.00
		1	C2COM-3	CRESTRON RS-232/422/485 CARD		$	455.00
		1	ST-COM	CRESTRON DUAL RS-232/422/485 MODULE		$	455.00
		1	CNRJ-11	CRESTRON 1-1 CONNECTION CONVERTER		$	98.00
		1	ST-RMK	CRESTRON RACK KIT		$	98.00
		2	6072601	EXTRON IN1502 TWO-INPUT VIDEO SCALER		$	1,808.00
		1	6019001	EXTRON RACK SHELF		$	85.00
		1	6048012	EXTRON MSW 4SVRS SWITCHER		$	351.00
		1	6019020	EXTRON VERSA TOOLS RACK SHELF		$	85.00
		2	6075922	EXTRON VGA-QXGA LINE DRIVER W/ AUDIO (WHITE)		$	546.00
		2	2649003	EXTRON 12' VGA CABLE M-M W/ AUDIO		$	70.00
		1	TPMC-8X	CRESTRON COLOR TOUCHPANEL		$	2,470.00
		1	TPMC-8X-DSW	CRESTRON DOCKING STATION WALL MOUNT		$	1,300.00
		1	WMKT-8X-DSW	CRESTRON TPMC-8X WALL MOUNT		$	98.00
		1	TPMC-8X-BTP	CRESTRON TOUCHPANEL BATTERY PACK (INTERNAL)		$	195.00
		1	AIR-AP1231GAK9	CISCO 1200 SERIES ACCESS PONT/ANTENNA		$	800.00
		1	AIR-ANT1728	CISCO OMNIDIRECTIONAL ANTENNA		$	155.00
		1	AIR-PWRINJ3	CISCO 1200 SERIES POWER INJECTOR		$	58.00
		2	HARDWARE	LAN ROUTER (FOR CNTRL SYS)		$	300.00
		1	RC893/1	SONY RSC 232C CONNECTOR CABLE		$	33.00
		1	WMKT-4000L	CRESTRON TPS4000 WALL MOUNT		$	98.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-007
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	C2N-HBLOCK	CRESTRON NETWORK DISTRIBUTION BLOCK		$	195.00
		2	01-EXEMIC-BLK11	REVO LABS SOLO LAPEL MICROPHONE		$	370.00
		1	CABLE	INSTALLATION CABLES & CONNECTORS		$	325.00
		1	LABOR	INSTALLATION LABOR		$	3,190.00
		1	PROGRAM	ADTECH CONTROL SYSTEM PROGRAMMING		$	500.00
		1	DESIGN	ADTECH DESIGN & ENGINEERING		$	1,000.00
		2	CM-70B-18	ICI EVI CAMERA CEILING MOUNT W/ 18* POLE		$	392.00
		1	TPS-4000LB	CRESTRON ISYS ADVANCED TOUCHPANEL CONTROL SYSTEM		$	3,120.00
		1	01-EXESYS-BLKNM	REVO LABS SOLO EXECUTIVE SYSTEM		$	4,007.00
		2	LVP-XD1000	MITSUBISHI DIP PROJECTOR	60007726, 60006815	$	4,390.00
		1	7200-22785-001	POLYCOM VSX PEOPLE & CONTENT		$	1,750.00
		3	RC893/1	SONY RSC 232C CONNECTOR CABLE		$	99.00
					TOTAL:	$	1,231,450.31

	ORIGINAL
Leaseline Schedule No. LL-007 dated October 1, 2008

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition	Leaseline
Period	Maximum	Lease Rate Factors	Lessor’s Basis	Rental Payment
		Hardware: 0.02876           Software: 0.028760*
From October 1, 2008 through December 31, 2008	$1,000,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items.	The aggregate for all items of Lessor’s actual cost of the item	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.
		*See Special Term No. 5 below.

Due Dates: Rental Payments are due in arrears on the last day of each Rental Period.	Base Term: 36 months.
	Base Term Commencement Date: January 1, 2009
Rental Period: Each calendar month during the Term.
Billing Address (if different from Lessee’s address stated above):

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	For the sum of $763,079.38 (“SLB Price”), Lessee hereby sells, assigns, and transfers to Lessor, all of the Lessee’s right, title and interest in and to the Equipment, as described on Exhibit A to Acceptance Certificate No. 1 (“SLB Equipment”), and any warranties on the SLB Equipment, and agrees to provide reasonable assistance in enforcing those warranties. The SLB Price will be paid by ordinary business check when all of the conditions to Lessor’s acquisition and lease of the Equipment under this Lease have been satisfied and Lessor shall have received such evidence of Lessee’s ownership interest in the SLB Equipment as Lessor may request, including copies of Lessee’s proof of payment to its vendor(s), vendor invoices identifying the SLB Equipment, bills of sale, and other such documentation as Lessor may request. Lessee represents and warrants that prior to the execution hereof, Lessee has good and marketable title to the SLB Equipment, free and clear of all liens, claims, taxes, charges and encumbrances of any nature or kind whatsoever, and Lessor will acquire such title upon the execution this Schedule. Lessee shall do such acts and shall execute such further documents, and will cause the doing of such acts and the executions of such further documents by others, as Lessor may in writing at any time and from time to time reasonably request be done or executed in order to give effect to the foregoing assignment.
3.	It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.
4.	Lessee shall maintain EBITDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000
The four-consecutive-fiscal-quarter period ending March 31, 2008	$	11,030,000

Period	Minimum EBITDA
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

	Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization expenses, determined in accordance with GAAP; “Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP; and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.
5.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03104, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
6.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
7.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor a minimum amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH , INC. (Lessee)		MACQIJARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title: Date:	Carl Byers, CFO 11/17/08	Name/Title:	Jennifer E. Gordon Contracts Manager
		Date:	11/18/08

MASTER EQUIPMENT LEASE AGREEMENT
STIPULATED LOSS VALUES

LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road, Suite 100 Bloomfield Hills, MI 48302
City/State/Zip:	Watertown, MA 02472	Lease Number:		Schedule Number: LL-007

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss		Stipulated Loss
Rental Period	Value Percentage	Rental Period	Value Percentage
1	107.75%	19	61.74%
2	105.27%	20	59.12%
3	102.77%	21	56.48%
4	100.27%	22	53.83%
5	97.75%	23	51.17%
6	95.23%	24	48.50%
7	92.69%	25	46.00%
8	90.14%	26	43.48%
9	87.59%	27	40.95%
10	85.02%	28	38.41%
11	82.44%	29	35.87%
12	79.85%	30	33.31%
13	77.28%	31	30.75%
14	74.72%	32	28.17%
15	72.14%	33	25.59%
16	69.56%	34	22.99%
17	66.96%	35	20.39%
18	64.36%	36	17.77%

/s/ CB	/s/ JEG
Lessee Initials	Lessor Initials

Leaseline Summary
dated March 23, 2009
for Leaseline Schedule No. LL-008

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to (the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	367,972.64		0.02872	$	10,568.17
Softcosts Less than 25%:	$	142,834.29		0.02872	$	4,102.20
Softcosts Greater than 25%:	$	60,530.22		0.03098	$	1,875.23
Total:	$	571,337.14			$	16,545.60

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title:	Carl Byers / CFO	Name/Title:	Jennifer E. Gordon
Date:	3/25/09	Date:	Contracts Manager 3/27/09

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-008
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
DELL	XD1RM7JK6	3	224-0630	LATITUDE E4300, INTEL CORE 2 DUO SP9300, W/LATITUDE ON 2.26GHZ,	7QSHRH1 , 9QSHRH1 , 8QSHRH1	$	5,302.56	311 ARSENAL STREET
				1066MHZ, 6M L2 CACHE DUAL CORE				WATERTOWN, MA 02472
		3	985-3817	ASSET RECOVERY SERVICE LABEL FOR RECOVERY OF ONE IT PIECE
				(NTB, DSK OR MON, ETC.)		$	30.00
DELL	XD32C1M62	10	223-9149	LATITUDE E6500, INTEL CORE 2 DUO P8400, 2.26GHZ, 1066MHZ 3M L2	4X6BXH1, DY6BXH1, GY6BXH1 ,	$	13,213.10	311 ARSENAL STREET
				CACHE, DUAL CORE	HY6BXH1, 6Z6BXH1, 2Z6BXH1, 3Z68XH1,			WATERTOWN, MA 02472
					4Z6BXH1, 5Z8BXH1, 1Z6BXH1
DELL	XD2T67653	5	310-7704	D/PORT, PORT REPLICATOR W/90W AC ADAPTER, 2-PIN, FOR LATITUDE D-		$	500.00	311 ARSENAL STREET
				SERIES NOTEBOOKS, CUSTOMER KIT				WATERTOWN, MA 02472
DELL	XD2RW8P24	20	430-3168	DELL WIRELESS 5720 MB (EV-DO REV A) MINI-CARD FOR VERIZON		$	2,099.81	311 ARSENAL STREET
				WIRELESS (WITH GPS), LATITUDE E/MOBILE PREC, CUSTOMER INSTALL				WATERTOWN, MA 02472
DELL	XD2RWF2D5	20	310-9081	9-CELL/85-WHR PRIMARY BATTERY LATITUDE D63X, CUSTOMER KIT		$	3,399.76	311 ARSENAL STREET
								WATERTOWN, MA 02472
DELL	XD2RT6PX4	5	341-5732	120GB HARD DRIVE 8MM, 5400RPM FOR LATITUDE D430, CUSTOMER		$	820.00	311 ARSENAL STREET
				INSTALL				WATERTOWN, MA 02472
PULSE	14177	2	AUCM3K1T3SC	M3K/1T3/SCALABLE-MEDIAN T3000 VOIP GATEWAY-CHASSIS REDUNDANT		$	59,600.00	311 ARSENAL STREET
				COMPONENTS-WITH 1 T3 LINK				WATERTOWN, MA 02472
		1	AUCMK3INSTA	M3K INSTALLATION		$	2,500.00
MONOLITH SOFTWARE	2255	1		PROFESSIONAL SERVICES FINAL 50% OF MONOLITH ENTERPRISE		$	16,550.00	311 ARSENAL STREET
				MANAGEMENT SYSTEM PROJECT				WATERTOWN, MA 02472
MONOLITH SOFTWARE	2246	1		PROFESSIONAL SERVICES 50% OF MONOLITH ENTERPRISE MANAGEMENT		$	16,550.00	311 ARSENAL STREET
				SYSTEM PROJECT				WATERTOWN, MA 02472
MONOLITH SOFTWARE	2257	1		MONOLITH MSUITE ITM UNRESTRICTED BUNDLE		$	122,127.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
SUBURBAN ELECTRIC	11684	1		INSTALLATION-WORK PERFORMED AND COMPLETED ON 1/13/09		$	7,035.00	400 NORTH BEACON
								WATERTOWN, MA 02472
CAROUSEL INDUSTRIES	435372	2	195251	C-LAN INT CIRCUIT PACK TN799DP RHS	081636200185, 081636300525	$	1,750.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		150	201898	AE SVCS 4.0 BSC TSAPI RTU 101-250		$	4,515,00
		1	201916	AE SVCS 4.0 ADV TSAPI RTU LG		$	17,500.00
		2	405362641	POWER CORD 9X10 IN USA 17505		$	12.60
		1	700448558	AE SVCS PE1950 COMMON SRVR	S08AN45400066	$	3,150.00

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-008
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	700451172	USB MODEM MT9234ZBA V.92 56K	S13357721	$	175.00
			1	700423379	ECAS CALL ACCOUNTING SOFTWARE (5-SITE WITH RSP 500 LICENSES)		$	3,866.00
			1	407349281	CAS INIT AND TRNG ONE DAY		$	2,500.00
			2	407349307	CAS INCREMENTAL SERVICES		$	500.00
			1	00044	INSTALLATION AND PROJECT MANAGEMENT		$	10,470.00
CAROUSEL INDUSTRIES	428398R2		1	00044	INSTALLATION AND PROJECT MANAGEMENT		$	21,236.50	311 ARSENAL STREET WATERTOWN, MA 02472
NET WORK HARDWARE	227716		1	CAB-PWR-C13-NA	NORTH AMERICAN AC POWER CORD		$	10.00	55 MIDDLESEX TPK BEDFORD, MA 01730
			1	CSS11503-AC	CISC0 11503 CONTENT SERVICES SWITCH INCLUDING SCM WITH 2 GIGABIT ETHERNET PORTS, HARD DISK, AND INTEGRATED AC POWER SUPPLY, INTEGRATED FAN, AND INTEGRATED SWITCH MODULE	JMX1112201U	$	6,900.00
			1	CSS5-SSL-K9	CSS11500 SSL MODULE, STRONG ENCRYPTION	JAB072506V1	$	3,995.00
			2	CSS5-MEM-144U288	CSS11500 UPGRADE 144MB TO 288MB RDRAM		$	800.00
KESLE SYSTEMS	212006		1		EQUIP-DIALOGIC DMG2120DTISG GATEWAY		$	7,750.00	311 ARSENAL STREET WATERTOWN, MA 02472
KESLE SYSTEMS	211992		2		EQUIP-DIALOGIC DMG2120DTISG GATEWAY		$	15,500.00	311 ARSENAL STREET WATERTOWN, MA 02472
KESLE SYSTEMS	212012		1		EQUIP-BROOKTROUT SR 140-24F FOIP BOARDLESS-24		$	13,650.00	311 ARSENAL STREET WATERTOWN, MA 02472
			24		EQUIP-RIGHTFAX CHANNEL UPGRADE		$	21,480.00
ADATIVE	AC-20081081		1	N7-SYSTEM-R	MATRIX N7 SYSTEM BUNDLE INCLUDING CHASSIS, FAN TRAY AND TWO POWER SUPPLY		$	5,960.20	55 MIDDLESEX TPK BEDFORD, MA 01730
			2	7G4202-72	DFE (DISTRIBUTED FORWARDING ENGINE) PLATINUM 72 PORTS 10/100/1000BASE-TX RJ45	08225933635H, 08216392635H	$	26,118.12
			2	7K4297-04	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 4 PORTS 10 GIGABIT ETHERNET VIA XFP	0847568663, 0847575163	$	28,389.76
			4	10GBASE-SR-XFP	10GB, 10GBASE-SR, IEEE 802.3MM, 850NM SHORT WAVE LENGTH, 33/82M, LC XFP		$	4,531.92
ADAPTIVE	AC-20081080		1	7G4202-72	DFE (DISTRIBUTED FORWARDING ENGINE) PLATINUM 72 PORTS 10/100/1000BASE-TX RJ45	08225941635H	$	6,000.00	55 MIDDLESEX TPK BEDFORD, MA 01730
ADAPTIVE	AC-20081114		2	N5-SYSTEM-R	MATRIX N5 SYSTEM BUNDLE INCLUDING CHASSIS, FAN TRAY AND TWO CHASSIS POWER SUPPLIES		$	11,185.55	3 HATLEY ROAD BELFAST, ME 04915

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-008
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		8	N-POE-1200W	MATRIX POE 1200W WATT AC POWER SUPPLY		$	4,670.83
		2	7G4285-49	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 48 10/100/1000BASE-	0846547663, 0846552863	$	24,322.13
				TX POE PORTS VIA RJ45 AND 1 NETWORK EXPANSION MODULE (NEM) SLOT
		2	7G-6MGBIC-B	NETWORK EXPANSION MODULE (NEM) WITH 6 1000BASE-X PORTS VIA MINI-GBIC W/100FX MGBIC SUPPORT		$	3,400.90
		8	MGBIC-LC01	1000BASE-SX MM GBIC W/LC CONNECTOR		$	1,926.65
		4	7G4205-72	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 72 10/100/1000BASE-	0830511263, 0830552563,	$	54,482.80
				TX POE PORTS VIA RJ45 (POE SUPPORTED IN THE N5 ONLY)	08205848635, 08205394635
		3	RBT-1002	ROAMABOUT AP 1002 FOR USE WITH THE WIRELESS SWITCH		$	691.35
MORE DIRECT	1696814	32	39M5797-ALC	ALL COMPONENTS 8GB 2X4		$	14,169.60	55 MIDDLESEX TPK
								BEDFORD, MA 01730
						$	571,337.14

Leaseline Schedule No. LL-008
dated January 1, 2009

ORIGINAL

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition Period	Leaseline Maximum		Lease Rate Factors	Lessor’s Basis	Rental Payment
			Hardware: 0.02857      Software: 0.02857*
From January 1, 2009 through March 31, 2009	$	1,000,000.00	The Hardware Lease Rate Factor applies only to Tier I Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items *See Special Term No 5 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the last day of each Rental Period.	Base Term: 36 months.
Rental Period: Each calendar month during the Term.	Base Term Commencement Date: April 1, 2009
Billing Address (if different from Lessee’s address stated above):

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	For the sum of $571,337.14 (“SLB Price”), Lessee hereby sells, assigns, and transfers to Lessor, all of the Lessee’s right, title and interest in and to the Equipment, as described on Exhibit A to Acceptance Certificate No. 1 (“SLB Equipment”), and any warranties on the SLB Equipment, and agrees to provide reasonable assistance in enforcing those warranties. The SLB Price will be paid by ordinary business check when all of the conditions to Lessor’s acquisition and lease of the Equipment under this Lease have been satisfied and Lessor shall have received such evidence of Lessee’s ownership interest in the SLB Equipment as Lessor may request, including copies of Lessee’s proof of payment to its vendor(s), vendor invoices identifying the SLB Equipment, bills of sale, and other such documentation as Lessor may request. Lessee represents and warrants that prior to the execution hereof, Lessee has good and marketable title to the SLB Equipment, free and clear of all liens, claims, taxes, charges and encumbrances of any nature or kind whatsoever, and Lessor will acquire such title upon the execution this Schedule. Lessee shall do such acts and shall execute such further documents, and will cause the doing of such acts and the executions of such further documents by others, as Lessor may in writing at any time and from time to time reasonably request be done or executed in order to give effect to the foregoing assignment.
3.	It shall be an Event of Default under this Lease pursuant to Section 17 of the Master Equipment Lease Agreement if Lessee breaches or otherwise defaults under the Loan and Security Agreement dated as of August 20, 2002 (the “Silicon Valley Bank Loan Agreement”) between Silicon Valley Bank, a California chartered bank, d/b/a Silicon Valley East, as “Bank,” and Lessee, as “Borrower” (“SVB Loan Default”), and the SVB Loan Default is not cured within any applicable grace period or waived by Silicon Valley Bank. However, no such cure or waiver by Silicon Valley Bank will constitute a cure or waiver of an SVB Loan Default as an Event of Default under this Lease if during the continuance of an SVB Loan Default Lessor has declared the occurrence thereof under the Silicon Valley Bank Loan Agreement as an Event of Default under this Lease.
4.	Lessee shall maintain EBITDA of not less than the following amounts during the following fiscal periods of Lessee:

Period	Minimum EBITDA
The fiscal quarter ending June 30, 2007	$	1,400,000
The two-consecutive-fiscal-quarter period ending September 30, 2007	$	4,000,000
The three-consecutive-fiscal-quarter period ending December 31, 2007	$	7,515,000
The four-consecutive-fiscal-quarter period ending March 31, 2008	$	11,030,000

\

Period	Minimum EBITDA
The four-consecutive-fiscal-quarter period ending June 30, 2008	$	13,145,000
The four-consecutive-fiscal-quarter period ending September 30, 2008	$	14,060,000
The four-consecutive-fiscal-quarter period ending each Fiscal Quarter thereafter	$	14,060,000

Notwithstanding the foregoing, Lessee’s failure to comply with the foregoing minimum EBITDA requirement in any fiscal period shall not constitute an Event of Default, if Lessee has Unrestricted Cash, as of the end of such fiscal period, of not less than $7,000,000. For purposes of this covenant: “EBITDA” means, on a consolidated basis, Lessee’s earnings before interest, taxes, depreciation and other non-cash amortization expenses, determined in accordance with GAAP; “Unrestricted Cash” means cash in deposit accounts and securities accounts, which is unrestricted in accordance with GAAP; and “Fiscal Quarter” means any period between January 1 and March 31, April 1 and June 30, July 1 and September 30, and October 1 and December 31.

5.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will he subject to a lease rate factor of 0.03085, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
6.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
7.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor a minimum amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.

The “Tier I Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier I Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title: Date:	Carl Byers/CFO 3/2/09	Name/Title:	Jennifer E. Gordon Contracts Manager
		Date:	3/3/09

MASTER EQUIPMENT LEASE AGREEMENT
STIPULATED LOSS VALUES

LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road, Suite 100
			Bloomfield Hills, Ml 48302
City/State/Zip:	Watertown, MA 02472	Lease Number:	Schedule Number: LL-008

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss					Stipulated Loss
Rental Period	Value Percentage			Rental Period		Value Percentage
1		107.75	%		19		61.74	%
2		105.27	%		20		59.12	%
3		102.77	%		21		56.48	%
4		100.27	%		22		53.83	%
5		97.75	%		23		51.17	%
6		95.23	%		24		48.50	%
7		92.69	%		25		46.00	%
8		90.14	%		26		43.48	%
9		87.59	%		27		40.95	%
10		85.02	%		28		38.41	%
11		82.44	%		29		35.87	%
12		79.85	%		30		33.31	%
13		77.28	%		31		30.75	%
14		74.72	%		32		28.17	%
15		72.14	%		33		25.59	%
16		69.56	%		34		22.99	%
17		66.96	%		35		20.39	%
18		64.36	%		36		17.77	%

/s/ CB	/s/ JEG
Lessee Initials	Lessor Initials

Leaseline Summary
dated June 24, 2009
for Leaseline Schedule No. LL-009

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	1,371,607.79		0.02872	$	39,392.58
Softcosts Greater than 25%:	$	0.00		0.03098	$	0.00
Softcosts Less than 25%:	$	191,563.32		0.03085	$	5,909.73
Total:	$	1,563,171.11			$	45,302.30

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Carie L. Kerns
Name/Title: Date:	Carl Byers/CFO 6/25/09	Name/Title:	Carie L. Kerns AVP - Contracts
		Date:	6/25/09

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CAROUSEL	447908	1	185446	AVAYA COMMUNICATIONS SOLUTION		$	0.00	311 ARSENAL ST, FL 3
								WATERTOWN, MA 02472
		1	185840	CM MODEL ADDITIONS		$	0.00
		51	196664	CMEE R4 51-100NEW LIC		$	11,424.00
		1	00043	SOFTWARE ACTIVATION CHARGE		$	285.00
CDW	NDK7595	1	26K7941	IBM TS SU 4GB TRANS PAIR		$	138.32	311 ARSENAL STREET
								WATERTOWN, MA 02472
		4	44X2458	IBM SATA 1TB 7.2K E-DDM	1S44X24589905864, 1S44X24589905888,	$	2,360.00
					1S44X24589905891, 1S44X24589905892
CDW	MZR0512	2	DCM00K03S2X30	APC MAGNUM VS50 DISTRIBUTION CABLE		$	2,822.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
CDW	NFQ2330	6	44X2458	IBM SATA 1TB 7.2K E-DDM	1S44X24589902153, 1S44X24589904522,	$	3,540.00	311 ARSENAL STREET
					1S44X24589904545, 1S44X24589904548,			WATERTOWN, MA 02472
					1S44X24589904549, 1S44X24589906515
CDW	NGC7675	1	8853G3U	IBM BLADECENTER HS21 QC 2.50 2GB	1S8853AC1KQKAPXK	$	2,095.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		1	44T1742	IBM INTEL XEON QC E5420 LGA771 PROC		$	480.00
		2	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1S26K5777KQHGCKG, 1S26K5777KQHGCMW	$	348,84
		2	39M5797-BSTK	IBM 8GB KIT PC2-5300 ECC DDR2 DIMM		$	700.00
CDW	NDD0237	1	181281H	IBM DS4000 EXP 810 STORAGE EXPANSION	181281H137403H	$	3,900.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
CDW	NCQ1642	16	69270-U48	LEVITON 48PT CAT6 PATCH PANEL BLACK		$	5,920.00	3 HATLEY ROAD
								BELFAST, ME 04915
CDW	NDR3768	12	44X2458	IBM SATA 1TB 7.2K E-DDM	1S44X24589903171, 1S44X24589905727,	$	7,080.00	311 ARSENAL STREET
					1S44X24589905728, 1S44X24589905729,			WATERTOWN, MA 02472
					1S44X24589905730, 1S44X24589905731,
					1S44X24589905732, 1S44X24589905733,
					1S44X24589905734, 1S44X24589905735,
					1S44X24589905736, 1S44X24589905737
CDW	NFG9372	2	8853G3U	IBM BLADECENTER HS21 QC 2.50 2GB	1S8853AC1KQKAPXY, 1S8853AC1KQKAPPH	$	4,190.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		2	44T1742	IBM INTEL XEON QC E5420 LGA771 PROC		$	960.00
		4	39M5797	IBM 8GB KIT PC2-5300 ECC DDR2 DIMM		$	1,400.00

Page 1 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		4	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1S26K5777KQHGCKL, 1S26K5777KQHGCNG,	$	697.68
					1S26K5777KQHXWKL, 1S26K5777KQHXWMX
CDW	NDX9973	2	8853G3U	IBM BLADECENTER HS21 QC 2.50 2GB	1S8853AC1KQKAPWK, 1S8853AC1KQKAPXB	$	4,190.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		2	44T1742	IBM INTEL XEON QC E5420 LGA771 PROC		$	960.00
		4	39M5797	IBM 8GB KIT PC2-5300 ECC DDR2 DIMM		$	1,400.00
		4	26K5777	IBM 73GB 10K U320 SFF SAS NHS HDD	1X26K5777KQGZFXN, 1X26K5777KQGZFYH,	$	697.68
					1X26K5777KQGZFYW, 1X26K5777KQHXWLN
CDW	MWQ2346	1	40Y5898	IBM STD IMPLEMENTATION DS5000		$	7,820.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
CDW	NDX9283	35	44X2458	IBM SATA 1TB 7.2K E-DDM	1S44X24589905854, 1S44X24589905859,	$	20,650.00	311 ARSENAL STREET
					1S44X24589905873, 1S44X24589905874,			WATERTOWN, MA 02472
					1S44X24589905875, 1S44X24589905878,
					1S44X24589905879, 1S44X24589905883,
					1S44X24589905886, 1S44X24589905889,
					1S44X24589905890, 1S44X24589906280,
					1S44X24589906285, 1S44X24589906288,
					1S44X24589906289, 1S44X24589906321,
					1S44X24589906211, 1S44X24589906325,
					1S44X24589906326, 1S44X24589906340,
					1S44X24589906341, 1S44X24589906342,
					1S44X24589906344, 1S44X24589906396,
					1S44X24589906397, 1S44X24589906398,
					1S44X24589906402, 1S44X24589906403,
					1S44X24589906404, 1S44X24589906405,
					1S44X24589906406, 1S44X24589906407,
					1S44X24589906411, 1S44X24589906412,
					1S44X24589906413
CDW	NCG5450	2	1818-D1A	IBM EXP5000 EXPANSION UNIT		$	4,624.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		2	1818-2412	IBM SU 4 GBPS SFP TRANSCEIVER PAIR		$	768.00
		32	1818-4711	IBM 1000 GB/7.2K SATA DDM		$	23,680.00

Page 2 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	NCP1013	52	42D0410	IBM FC 300GB 15K E-DDM OPTION	1S42D04109969230, 1S42D04109969231,	$	43,856.28	3 HATLEY ROAD
					1S42D04109969232, 1S42D04109969233,			BELFAST, ME 04915
					1S42D04109969246, 1S42D04109969247,
					1S42D04109973911, 1S42D04109973912,
					1S42D04109973913, 1S42D04109973915,
					1S42D04109973916, 1S42D04109973969,
					1S42D04109973985, 1S42D04109973987,
					1S42D04109973992, 1S42D04109974016,
					1S42D04109974022, 1S42D04109974033,
					1S42D04109974036, 1S42D04109974023,
					1S42D04109978425, 1S42D04109978426,
					1S42D04109978427, 1S42D04109978428,
					1S42D04109978435, 1S42D04109978436,
					1S42D04109978465, 1S42D04109978466,
					1S42D04109978485, 1S42D04109978494,
					1S42D04109978502, 1S42D04109979966,
					1S42D04109979984, 1S42D04109980021,
					1S42D04109980032, 1S42D04109980052,
					1S42D04109980053, 1S42D04109980058,
					1S42D04109980060, 1S42D04109980061,
					1S42D04109980118, 1S42D04109980156,
					1S42D04109980157, 1S42D04109980161,
					1S42D04109980200, 1S42D04109980201,
					1S42D04109980202, 1S42D04109980203,
					1S42D04109980206, 1S42D04109980209,
					1S42D04109980214, 1S42D04109980217
DELL	XD3R9D872	15	224-0630	LATITUDE E4300, INTEL CORE 2 DUO SP9300,	97N8YH1, B8N8YH1, D7N8YH1, F7N8YH1,	$	23,525.10	311 ARSENAL STREET
				W/LATITUDE ON 2.26GHZ, 1066MHZ, 6M L2 CACHE	G7N8YH1, H7N8YH1, J7N8YH1, 28N8YH1,			WATERTOWN, MA 02472
				DUAL CORE	38N8YH1, 48N8YH1, 58N8YH1, 68N8YH1,
					88N8YH1, 98N8YH1, B7N8YH1
		15	985-3817	ASSET RECOVERY SERVICE LABEL FOR RECOVERY		$	150.00
				OF ONE IT PIECE (NT, DSK OR MON, ETC)
IMAGING	PI 28239	1	DEPOSIT	DEPOSIT TOWARDS FINAL INVOICE NO. 41499		$	44,748.75	3 HATLEY ROAD
BUSINESS								BELFAST, ME 04915

Page 3 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
IMAGING	41499	1	603-00200	IMAGETRAC 3EX, TWO POCKETS	A1122308000001	$	104,040.00	3 HATLEY ROAD
BUSINESS								BELFAST, ME 04915
		1	180-00021	EMBEDDED APPLICATION CONTROLLER		$	6,000.00
		1	203-00096	IT3E, E13B MICR MODULE, TOP SIDE	A1111108000006	$	8,800.00
		1	203-00064	IT3, PRE-IMAGE SINGLE HEAD IJP	010122308000097	$	5,560.00
		1	203-00097	IT3E, BARCODE OPTION	A1111308000004	$	4,800.00
		1	203-00099	IT3E, ENVELOPE DETECTION W/DOCNETICS	A1122308000003	$	10,480.00
		1	200-00117	SOFTTRAC IT3, ADVANCED VERSION	010100708000190	$	19,600.00
		1	203-0019-02	IT3, DOCNETICS, CHECKSALL, DUAL CAMERA	010010209000111	$	6,000.00
		0	203-00081	IT3, DYNAMIC TIFF	010100708000045	$	2,000.00
		20	500-00002	PROJECT MANAGEMENT, HOURLY		$	3,200.00
		40	500-00006	INTEGRATION SERVICES, HOURLY		$	5,920.00
		1	501-00007	IMAGETRAC III-HARDWARE INSTALL		$	1,595.00
		1	PAYMENT	PAYMENT MADE ON INVOICE NO. PI 28239		$	44,748.75
KELSE SYSTEMS	213221	2		BROOKTROUT/DIALOGIC TR1034 + P24-T1		$	4.800.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
PES	2009-2-010	1	SERVICES	ENGAGEMENT FEE; SOFTWARE DELIVERY.		$	7,500.00	311 ARSENAL STREET
				KNOWLEDGE TRANSFER FOR WILL SWANSON 2/9-				WATERTOWN, MA 02472
				2/13/09
ADAPTIVE	AC-20090100	1	J-4350-JB	J4350, 256MB CF, 1GB RAM, 0 PIM CARDS, AC PSU,	JN10ACA5AADA	$	3,441.18	3 HATLEY ROAD
				W/JUNOS				BELFAST, ME 04915
		1	JX-1DS3-S	1XDS3 PIM SPARE	AH08410015	$	4,500.00
		1	SVC-ND-J4350	J-CARE NEXT DAY SUPPORT FOR J4350		$	510.00
APPLE STORE	RECEIPT	1	MB471LL/A	MACBOOK PRO 15/2.5/2X2GB/320/SD	W89080Y61GA	$	2,499.00
		1	S3184LL/A	APP MACBOOK PRO-RAE-USA	970000002712002	$	349.00
		1	MB966Z/A	ILIFE 09		$	79.00
		1	MA887Z/A	FINAL CUT STUDIO 2 UPGRADE FOR FCP		$	699.00
		1	TR414LL/A	KENSINGTON COMBOSAVER 08		$	29.95
BH MILLIKEN	9896	18		2P 30A SQUARE D BREAKERS		$	968.16	3 HATLEY ROAD
								BELFAST, ME 04915
		18		4" SQUARE BOXES		$	25.20
		16		RS COVERS		$	29.70
		16		L6-30 RECEPTACLES		$	555.74
		900'		10/2 MC		$	638.00
		36'		SINGLE BARREL MC CONNECTORS		$	34.56

Page 4 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		18		GROUND SCREWS		$	1.06
		36		ANTI-SHORTS		$	2.40
		2		4" SQUARE COVERS		$	1.20
		25		MCS 100		$	17.72
		50		SELF-TAPPING PEANUT SCREWS		$	2.00
		1		ROLL TAPE		$	1.60
		1		10% MARK-UP		$	239.12
		1		27 HOURS LABOR X $50.00		$	1,350.00
CDW	NFN6167	1	10N3651	IBM 3YR 24X7X4 ONSITE ELECTRONIC		$	900.00	311 ARSENAL STREET
				DISTRIBUTION - NO MEDIA				WATERTOWN, MA 02472
		7	44X2458	IBM SATA 1TB 7.2K E-DDM	1S44X24589905739, 1S44X24589905740,	$	4,130.00
					1S44X24589905741, 1S44X24589905742,
					1S44X24589905743, 1S44X24589905744,
					1S44X24589905745
CDW	NFV3116	4	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	1,780.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		8	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQGCBNP, 1S40K1043KQHADHZ,	$	1,440.00
					1S40K1043KQHFYAP, 1S40K1043KQHGCGB,
					1S40K1043KQHHFMU, 1S40K1043KQHHFNF,
					1S40K1043KQHVFTM, 1S40K1043KQHVFVL
		16	46C7420	IBM 8GB PC2-5300 QUAD CL5 ECC FBD		$	8,000.00
		4	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	420.00
		4	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	340.00
		11	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	MNBA-EVS-39R6525, 1S39R6525KQHFCGG,	$	6,050.00
					1S39R6525KQHFCGH, 1S39R6525KQHFCGM,
					1S39R6525KQHFCHD, 1S39R6525KQHFCKH,
					1S39R6525KQHRHAG, 1S39R6525KQHRHAH,
					1S39R6525KQHRHDH, 1S39R6525KQHRHHA,
					1S39R6525KQHRHHB
		4	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978EHUKQHDKXD, 1S7978EHUKQHYKNL,	$	6,852.00
					1S7978EHUKQHYKNN, 1S7978EHU99T7658
		4	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
			INSTALL

Page 5 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		4	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
CDW	NGC9932	2	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	890.00	3 HATLEY ROAD
								BELFAST, ME 04915
		4	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQFDGTV, 1S40K1043KQFDGTU,	$	720.00
					1S40K1043KQFDGXM, 1S40K1043KQHPMLT
		8	46C7420	IBM 8GB PC2-5300 QUAD CL5 ECC FBD		$	4,000.00
		2	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	210.00
		2	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	170.00
		2	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	60.00
		2	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
		2	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQKANKV, 1S7978AC1KQKANKY	$	3,426.00
		2	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
			INSTALL
CDW	NHD6315	20	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	8,900.00	3 HATLEY ROAD
								BELFAST, ME 04915
		40	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQFDHLG, 1S40K1043KQFDHLP,	$	7,200.00
					1S40K1043KQGCBMX, 1S40K1043KQHFVAM,
					1S40K1043KQHFXZW, 1S40K1043KQHHFMV,
					1S40K1043KQHHFNA, 1S40K1043KQHHFNC,
					1S40K1043KQHHFND, 1S40K1043KQHHFNG,
					1S40K1043KQHHFNK, 1S40K1043KQHPMKZ,
					1S40K1043KQHPMLC, 1S40K1043KQHPMLK,
					1S40K1043KQHPMLL, 1S40K1043KQHPMLZ,
					1S40K1043KQHPMMY, 1S40K1043KQHPMMZ,
					1S40K1043KQHPMNP, 1S40K1043KQHPMPK,
					1S40K1043KQHPMPV, 1S40K1043KQHVFVM,
					1S40K1043KQHVFVN, 1S40K1043KQHUUUB,
					1S40K1043KQHUUYV, 1S40K1043KQHWUZM,
					1S40K1043KQHWUZV, 1S40K1043KQHWXFA,

Page 6 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
					1S40K1043KQHWXFK, 1S40K1043KQHUXFR,
					1S40K1043KQHUXGA, 1S40K1043KQHWXGC,
					1S40K1043KQHWXGD, 1S40K1043KQHWXHP,
					1S40K1043KQHWXHY, IS40K1043KQHWXKD,
					1S40K1043KQHWXKF, 1S40K1043KQHWXKH,
					1S40K1043KQHWXKN, 1S40K1043KQHWXKP
		20	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	2,100.00
		20	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	1,700.00
		40	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525KQHFCHD, 1S39R6525KQHRFLB,	$	22,000.00
					1S39R6525KQHRFLF, 1S39R6525KQHYBKN,
					1S39R6525KQKBLVT, 1S39R6525KQKBLVV,
					1S39R6525KQKBLVX, 1S39R6525KQKBLWC,
					1S39R6525KQKBLWK, 1S39R6525KQKBLWL,
					1S39R6525KQKBLWW, 1S39R6525KQKBLXX,
					1S39R6525KQKCMPW, 1S39R6525KQKCMPX,
					1S39R6525KQKCMPY, 1S39R6525KQKCMPZ,
					1S39R6525KQKCMRC, 1S39R6525KQKCMRD,
					1S39R6525KQKCMRG, 1S39R6525KQKCMRL,
					1S39R6525KQKCMRN, 1S39R6525KQKCMRP,
					1S39R6525KQKCMRR, 1S39R6525KQKCMRV,
					1S39R6525KQKCMRW, 1S39R6525KQKCMRX,
					1S39R6525KQKCMRY, 1S39R6525KQKCMTA,

Page 7 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
					1S39R6525KQKCMTB, 1S39R6525KQKCMTF,
					1S39R6525KQKCMTH, 1S39R6525KQKCMTK,
					1S39R6525KQKCMTL, 1S39R6525KQKCMTP,
					1S39R6525KQKCMTR, 1S39R6525KQKCMTV,
					1S39R6525KQKCMTU, 1S39R6525KQKCMVC,
					1S39R6525KQKCMVD, 1S39R6525KQKCMVG
		20	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978EHUKQHWCPN, 1S7978EHUKQHWCPT,	$	34,260.00
					1S7978EHUKQHWCPV, 1S7978EHUKQHWCPX,
					1S7978EHUKQHWCRB, 1S7978EHUKQHWCRC,
					1S7978EHUKQKANKU, 1S7978EHUKQKANKZ,
					1S7978EHU99T7355, 1S7978EHU99T7643,
					1S7978EHU99T7644, 1S7978EHU99T7650,
					1S7978EHU99T7657, 1S7978EHU99T7662,
					1S7978EHU99T7676, 1S7978EHU99T7677,
					1S7978EHU99T7679, 1S7978EHU99T7683,
					1S7978EHU99T7686, 1S7978EHU99T8516
		20	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
			INSTALL
		20	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
		80	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	40,000.00
CDW	NHK9638	3	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	1,335.00	3 HATLEY ROAD BELFAST, ME 04915

Page 8 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		6	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHFVAH, 1S40K1043KQHPMLV,	$	1,080.00
					1S40K1043KQHPMLY, 1S40K1043KQHPMMN,
					1S40K1043KQHPMMP, 1S40K1043KQHPMMX
		3	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	315.00
		3	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	255.00
		3	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	90.00
		3	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
		3	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQHFFRT, 1S7978AC1KQHWATK,	$	5,139.00
					1S7978EHU99V1283
		12	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	6,000.00
CDW	NHR1908	1	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	445.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHVFTL, 1S40K1043KQHVFTW	$	360.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	105.00
		1	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	85.00
		1	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQHFFRH	$	1,713.00
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525KQHFCHK, 1S39R6525KQKCMTT	$	1,100.00
		4	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	2,000,00
		1	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
CDW	NHZ0165	1	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	445.00	3 HATLEY ROAD
								BELFAST, ME 04915
		2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHVBLG, 1S40K1043KQHVBMB	$	360.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	105.00
		1	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	85.00
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525KQKCNBH, 1S39R6525KQKCNBP	$	1,100.00
		1	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQHFFRF	$	1,713.00
		1	ASSETTAGW/	CDW ASSET TAG W/INSTALL		$	0.00
			INSTALL
		1	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
		4	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	2,000.00
CDW	NHZ0163	11	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	4,895.00	3 HATLEY ROAD
								BELFAST, ME 04915

Page 9 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		22	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHPMNB, 1S40K1043KQHPVXN,	$	3,960.00
					1S40K1043KQHPVXV, 1S40K1043KQHPVXZ,
					1S40K1043KQHPVYA, 1S40K1043KQHPVYD,
					1S40K1043KQHRXFD, 1S40K1043KQHRXFL,
					1S40K1043KQHVBKX, 1S40K1043KQHVBLB,
					1S40K1043KQHVBLV, 1S40K1043KQHVBLX,
					1S40K1043KQHVBMT, 1S40K1043KQHVBMW,
					1S40K1043KQHVBNC, 1S40K1043KQHVBND,
					1S40K1043KQHVBNP, 1S40K1043KQHVFVT,
					1S40K1043KQHZMLA, 1S40K1043KQHZMLC,
					1S40K1043KQHZMLM, 1S40K1043KQHZMLR
		11	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	1,155.00
		11	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	935.00
		11	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	330.00
		11	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
		11	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQHFFPL, 1S7978AC1KQHWART,	$	18,843.00
					1S7978AC1KQHWARV, 1S7978AC1KQHWARY,
					1S7978AC1KQHWATH, 1S7978AC1KQHWATP,
					1S7978AC1KQHWATR, 1S7978AC1KQKLFDN,
					1S7978AC1KQKLFDP, 1S7978EHU99V1285,
					1S7978EHU99V1286
		44	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	22,000.00
CDW	NHZ0079	1	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	445.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHPMPW, 1S40K1043KQHPMPZ	$	360.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	105.00
		1	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	85.00
		1	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQKANKP	$	1,713.00
		2	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525KQKCNBN, 1S39R6525230N8A6	$	1,100.00
		4	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	2,000.00
		1	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00

Page 10 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	NJF9665	50	27172	CABLES 7' CAT6 550MHZ PAT CAB GREEN		$	200.00	3 HATLEY ROAD
								BELFAST, ME 04915
		50	27192	CAB TO GO CAT6 PATCH SNAG 7FT YELLOW		$	200.00
		50	27162	CAB TO GO CAT6 PATCH SNAG 7FT WHITE		$	200.00
CDW	NJG6791	2	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB	1S40K1043KQHPMNT, 1S40K1043KQHVBMY,	$	890.00	55 MIDDLESEX TPKE
					1S40K1043KQHZMKX, 1S40K1043KQHZMLN			BEDFORD, MA 01730
		4	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS		$	720.00
		2	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	210.00
		2	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	170.00
		2	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978EHUKQHWCPH, 1S7978EHUKQHWCPP	$	3,426.00
		4	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525KQKCARD, 1S39R6525KQKCARF,	$	2,200.00
					1S39R6525KQKCAVH, 1S39R6525KQKCVK
		8	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	4,000.00
		2	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
CDW	NJG2252	36	AP7841	APC RM PDU METERED 30A-208V		$	14,220.00	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
		18	AR3100	APC NETSHELTER SX 42U ENCLOSURE		$	21,816.00
CDW	NJF0141	100	03120	CABLES 3' PWR CORD EXT-3PIN SHROUD		$	300.00	3 HATLEY ROAD
								BELFAST, ME 04915
CDW	NJB5118	1	44X2458	IBM SATA 1TB 7.2K E-DDM	1S44X24589906542	$	590.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
CDW	NKC4465	1	44E5076	IBM INTEL QUAD CORE XEON E5420 12MB		$	445.00	3 HATLEY ROAD
								BELFAST, ME 04915
		2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQFDHLL, 1S40K1043KQHZMLU	$	360.00
		1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	105.00
		1	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	85.00
		1	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	30.00
		1	BIOSUPGRADE	SYSTEMS BIOS/FIRMWARE UPG		$	0.00
		1	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQKMCWK	$	1,713.00
		4	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	2,000.00
CMS	0904737-IN	8	03-700345192-N	4621SWIP PHONE GRAY		$	1,760.00	311 ARSENAL STREET
								WATERTOWN, MA 02472

Page 11 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
COLUMBIA	1/8553		1/7/09	GENERAL REQUIREMENTS		$	1,150.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
				ROUGH CARPENTRY-TEMP PROTECTION		$	400.00
				MILLWORK-RECEPTION DESK & STONE TOP		$	31,919.00
				ADD TO HONE GRANITE		$	804.00
				PAINT & PATCH EXISTING WALLS		$	800.00
				GENERAL CONDITIONS		$	2,450.00
				LIABILITY INSURANCE		$	380.00
				FEE		$	1,300.00
CONNECTIVITY	8290	11	ABBOTT	TECHNICIAN RYAN ABBOTT		$	792.00	311 ARSENAL STREET
POINT								WATERTOWN, MA 02472
		11	WILSON	TECHNICIAN STEVE WILSON		$	792.00
DELL	XCRDMNJC7	1	222-7948	LATITUDE D630, INTEL CORE 2 DUO T7500, 2.20GHZ,	6PK1XG1	$	1,305,00	311 ARSENAL STREET
				800MHZ 4M L2 CACHE, DUAL CORE				WATERTOWN, MA 02472
DELL	XD3392588	50	320-6107	DELL ULTRASHARP 2208FP, WIDE FLAT PANEL		$	10,350.00	311 ARSENAL STREET
				W/HEIGHT ADJUSTABLE STAND, 22.0 INCH VIS,				WATERTOWN, MA 02472
				OPTIPLEX PRECISION AND LATITUDE, CUST
DELL	XD369RKC3	5	223-9334	LATITUDE E6400, INTEL CORE 2 DUO P8400,	HV8TXH1, 2W8TXH1, BW8TXH1, 8W8TXH1,	$	6,391.65	3 HATLEY ROAD
				2.26GHZ, 1066MHZ 3M L2 CACHE, DUAL CORE	5W8TXH1			BELFAST, ME 04915
		5	985-3817	ASSET RECOVERY SERVICE LABEL FOR RECOVERY		$	50.00
				OF ONE IT PIECE (NTB, DSK OR MON, ETC)
DELL	XD3CCRJF2	20	223-9334	LATITUDE E6400, INTEL CORE 2 DUO P8400,	FQ8TXH1, 7V8TXH1, 4R8TXH1, 8R8TXH1,	$	25,566.60	311 ARSENAL STREET
				2.26GHZ, 1066MHZ 3M L2 CACHE, DUAL CORE	BR8TXH1, GR8TXH1, JR8TXH1, 2S8TXH1,			WATERTOWN, MA 02472
					5S8TXH1, 8S8TXH1, CS8TXH1, B257YH1,
					2T8TXH1, C257YH1, F257YH1, FT8TXH1,
					HT8TXH1, 1V8TXH1, 4V8TXH1, 1R8TXH1
		20	985-3817	ASSET RECOVERY SERVICE LABEL FOR RECOVERY		$	200.00
				OF ONE IT PIECE (NTB, DSK OR MON, ETC)
DELL	XD3R9D872	15	224-0630	LATITUDE E4300, INTEL CORE 2 DUO SP9300,	97N8YH1, B8N8YH1, D7N8YH1, F7N8YH1,	$	23,525.10	311 ARSENAL STREET
				W/LATITUDE ON 2.26GHZ, 1066MHZ, 6M L2 CACHE	G7N8YH1, H7N8YH1, J7N8YH1, 28N8YH1,			WATERTOWN, MA 02472
				DUAL CORE	38N8YH1, 48N8YH1, 58N8YH1, 66N8YH1,
					88N8YH1, 98N8YH1, B7N8YH1

Page 12 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		15	985-3817	ASSET RECOVERY SERVICE LABEL FOR RECOVERY		$	150.00
				OF ONE IT PIECE (NTB, DSK OR MON, ETC)
MORE DIRECT	1723370	14	26K5777	73GB 10K U320 SFF SAS NH		$	2,500.26	55 MIDDLESEX TPKE
								BEDFORD, MA 01730
MORE DIRECT	1757462	25	473520105A	2 GB MEMORY MODULE FOR D		$	800.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
MORE DIRECT	1764013	24	470877239	E6400 3GB MEM 80GB HDD X	14VFWF1, 1MTFWF1, 1NTFWF1, 45VFWF1,	$	30,919.92	311 ARSENAL STREET
					4LTFWF1, 4MTFWF1, 57TFWF1, 5MTFWF1,			WATERTOWN, MA 02472
					67TFWF1, 6MTFWF1, 6PTFWF1, 6QTFWF1,
					8QTFWF1, BPTFWF1, DPTFWF1, F3VFWF1,
					F7TFWF1, FQTFWF1, GQTFWF1, H3VFWF1,
					H4VFWF1, H7TFWF1, HPTFWF1, HQTFWF1
		1	470877239	E6400 3GB MEM 80GB HDD X		$	1,288.33
		5	470877337	E6500 3GB MEM 80GB HDD 8	3J448J1, 4J448J1, 5J448J1, 6J448J1, 7J448J1	$	6,606.55
ROTH & SEELEN	4242	1		PROFESSIONAL SERVICES RENDERED NOVEMBER		$	600.00	311 ARSENAL STREET
				1 THROUGH NOVEMBER 30, 2008 IN ACCORDANCE				WATERTOWN, MA 02472
				WITH VERBAL REQUEST
SENTINEL		1		FURNISH AND INSTALL 3-INCH EMT CONDUIT		$	13,110.00	311 ARSENAL STREET
PROPERTIES								WATERTOWN, MA 02472
ADTECH	196791	1	CABLE	INSTALLATION CABLES & CONNECTORS		$	106.00	311 ARSENAL STREET
								WATERTOWN, MA 02472
		1	LABOR	INSTALLATION LABOR		$	500.00
		1	LABOR	INSTALLATION LABOR		$	660.00
		1	PM	PROJECT MANAGEMENT		$	220.00
		1	GENADM	GENERAL ADMINISTRATION		$	225.00
		1	RDY2GOSOFTWHE	VFI SOFT RUBBER WHEELS		$	170.00
		1	RMT	VFI RACK RAIL KIT		$	0.00
		1	PL-3070	VFI PLASMA ROLLING PLASMA CART		$	735.00
		1	P50F	SAMSUNG 50" PLASMA DISPLAY	AQC2HCES200002	$	1,749.00
		1	7200-22730-001	POLYCOM VSX7000E W/POWER CAM		$	8,247.00

Page 13 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY	ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
		1	GSP-VSX7000-3	GOLD SEAL 3 YEAR MAINTENANCE PROGRAM (VSX 7000)		$	1,346.00
		1	PM-S	VFI PLASMA MOUNT		$	649.00
		1	D2	MIDDLE ATLANTIC RACK DRAWER		$	115.00
		1	PD915R	MIDDLE ATLANTIC POWER STRIP		$	88.00
		1	2649003	EXTRON 12' VGA CABLE M-M W/AUDIO		$	39.00
AMERICAN ALARM MAP		1		EXPAND ACCESS & VIDEO FOR TWO READERS AT		$	6,800.00	311 ARSENAL STREET
				SUITE 2100 - DEPOSIT				WATERTOWN, MA 02472
		2	HID5355AGK00	HID PROX READER/KEYPAD COMBO
		2	CKIS10WH	REQUEST TO EXIT PIR
		2	SR-1078CWBR	RECESSED DOOR CONTACT, BROWN
		1	PW-5K1R2	PROWATCH 2 PORT READER BOARD
		1	PW-PERD232	PROWATCH DONGLE UPGRADE FOR 32 READERS
		2	AXIS211	AXIS 211 NETWORK CAMERA
		1	AX-SMP5CTX	LOCK POWER SUPPLY (24V ELECTRIFIED LOCKSETS)
		1	BL-332021	SUBCONTRACTING FOR ELECTRIFIED LOCKSET W/
				HINGE TRANSFER
		300	WPS186	READER CABLE, PLENUM
		2	DVMCAM1	HONEYWELL DVM ONE CAMERA LICENSE
		300	WP224	ALARM CABLE, PLENUM
		300	WPCAT5EWHITE	CAT5 CABLE PLENUM
		2	PE-DF8PB-1	DOME PEDESTAL MOUNT
		300	WP182	LOCK CABLE, PLENUM
		2	PE-SWMGY	DOME WALL MOUNT
		1	MC-1	MISC HARDWARE & CONNECTORS
		1	I-46	INSTALLATION
BH MILLIKEN	9895	250'		60A 5-WIRE MC CABLE		$	571.79	3 HATLEY ROAD
								BELFAST, ME 04915
		2		1" MC CONNECTORS		$	9.77
		1		QOB360 BREAKER		$	114.60
		20'		DEEP STRUT		$	34.20
		1		90o STRUT BRACKET		$	4.60
		2		3/8" DROP-IN ANCHORS		$	1.10

Page 14 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO		QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
				7		3/8" X 1 1/2" HEX BOLTS		$	1.40
				7		3/8" FLAT WASHERS		$	0.80
				4		3/8" CONE NUTS		$	5.18
				2		4" SQUARE BLANK COVERS		$	0.98
				2		1G MULBERRY BOXES 1/2" HUBS		$	6.98
				2		1G BLANK MULBERRY COVERS		$	2.84
				2		STRAIN RELIEF CONNECTORS FOR 12/3 SJO CORD		$	11.64
				2		BASKETS FOR 12/3 SJO		$	26.82
				2		20A 120V FEMALE CORD CAPS		$	16.86
				30'		12/2 MC		$	12.60
				4		3/8" PUSH-IN MC CONNECTORS		$	3.60
				1		4" SQUARE X DEEP BOX		$	1.40
				40'		12/3 SJO CORD		$	21.79
				9		B2 WIRENUTS		$	1.00
				1		10% MARK UP		$	89.25
				1		26 HOURS LABOR X 50.00		$	1,300.00
BROADLEAF		7146		1		DELL EQUALLOGIC PS5000XV, HIGH		$	49,000.00	311 ARSENAL STREET
SERVICES						PERFORMANCE, 10K SAS DRIVES, 6.4 TB CAPACITY,				WATERTOWN, MA 02472
						16 X 400GB, DUAL CONTROLLER, ONE YEAR
						EQUALLOGIC COMPLETE CARE PLUS, SAME DAY 4
						HOUR RESPONSE
				1	DISCOUNT	SPECIAL DISCOUNT		$	-15,380.98
BROADLEAF		7137		2		DELL EQUALLOGIC PS5500E, COST EFFICIENT, HIGH		$	169,600.00	311 ARSENAL STREET
SERVICES						CAPACITY, 24TB CAPACITY, 48 X500GB, 7.2K SATA,				WATERTOWN, MA 02472
						DUAL CONTROLLER, ONE YEAR EQUALLOGIC
						COMPLETE CARE PLUS, SAME DAY 4 HOUR
						RESPONSE
				1	DISCOUNT	SPECIAL DISCOUNT		-$	53,237.02
CAROUSEL		365909R		3	53185-A4A	120A4 CSU MODULE	051608009423, 051608009481, 051608009516	$	2,985.00	3 HATLEY ROAD
INDUSTRIES										BELFAST, ME 04915
CDW	NQF0427			1	PEIBM39M5797	EDGE 8GB KIT PC2-5300 ECC DIMM		$	265.00	55 MIDDLESEX TPKE
										BEDFORD, MA 01730
CDW	NQL2246			2	PEIBM39M5797	EDGE 8GB KIT PC2-5300 ECC DIMM		$	530.00	55 MIDDLESEX TPKE
										BEDFORD, MA 01730

Page 15 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	NHD6066		5	21P2073	IBM 3YR 24X7X4HR ONSITE SVC FOR SRVR,		$	1,990.00	55 MIDDLESEX TPKE
					ELECTRONIC DISTRIBUTION - NO MEDIA				BEDFORD, MA 01730
CDW	NRB6685		5	21P2073	IBM 3YR 24X7X4HR ONSITE SVC FOR SRVR,		$	1,990.00	55 MIDDLESEX TPKE
					ELECTRONIC DISTRIBUTION - NO MEDIA				BEDFORD, MA 01730
CDW	NRB6703		5	21P2073	IBM 3YR 24X7X4HR ONSITE SVC FOR SRVR,		$	1,990.00	55 MIDDLESEX TPKE
					ELECTRONIC DISTRIBUTION - NO MEDIA				BEDFORD, MA 01730
CDW	NVC1343		100	27172	CTG 7FT CAT6 SNAGLESS PATCH M GREEN		$	400.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			40	27192	CTG 7FT CAT6 SNAGLESS PATCH M YELLOW		$	160.00
			100	27162	CTG 7FT CAT6 SNAGLESS PATCH M WHITE		$	400.00
			49	27161	CTG 3FT CAT6 SNAGLESS PATCH M WHITE		$	245.00
			44	27191	CTG 3FT CAT6 SNAGLESS PATCH M YELLOW		$	220.00
			72	27171	CTG 3FT CAT6 SNAGLESS PATCH M GREEN		$	360.00
			146	03140	CTG 1FT COMPUTER POWER EXT CORD		$	438.00
			10	27174	CTG 14FT CAT6 SNAGLESS PATCH M GREEN		$	70.00
CDW	NRQ3969		8	AP7841	APC RM PDU METERED 30A-208V		$	3,160.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
CDW	NQR8416		17	PEIBM39M5797	EDGE 8GB KIT PC2-5300 ECC DIMM		$	4,505.00	55 MIDDLESEX TPKE
									BEDFORD, MA 01730
CDW	NPQ1340		1	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978EHUKQKTMAL	$	1,700.00	55 MIDDLESEX TPKE
									BEDFORD, MA 01730
			1	44E5076	IBM INTEL QUAD CORE XEON X5420 12MB		$	445.00
			2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHZNKY, 1S40K1043KQKCYLV	$	360.00
			4	46C7420	IBM 8GB PC2-5300 QUAD CL5 ECC FBD		$	2,000.00
			1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	105.00
			1	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	85.00
			1	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	30.00
			1	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	0.00
			1	ASSETTAGW/	CDW ASSET TAG W/ INSTALL		$	0.00
				INSTALL

Page 16 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	NFN6409		1	44E5076	IBM INTEL QUAD CORE XEON X5420 12MB		$	445.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
			2	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHPMKN, 1S40K1043KQHPMMD	$	360.00
			4	46C7420	IBM 8GB PC2-5300 QUAD CL5 ECC FBD		$	2,000.00
			1	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	105.00
			1	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	85.00
			1	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	30.00
			1	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQHYKNF	$	1,713.00
CDW	NQK5031		2	44E5076	IBM INTEL QUAD CORE XEON X5420 12MB		$	890.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
			4	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS		$	720.00
			2	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	210.00
			2	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	170.00
			2	7978EHU	IBM EXP X3550 E5420 4GB NO-HDD CRW		$	3,426.00
			1	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA		$	550,00
			8	KTM5780LP/8G	KINGSTON 8GB DDR2 667 LOW PWR KIT		$	4,000.00
			2	BlOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	0.00
CDW	NPW5600		4	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQKMCYL, 1S7978AC1KQKMCZC, 1S7978AC1KQKNHDW, 1S7978AC1KQKTMKG	$	6,800.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
			4	44E5076	IBM INTEL QUAD CORE XEON X5420 12MB		$	1,780.00
			8	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHYDDP, 1S40K1043KQHYDFC, 1S40K1043KQHZLYZ, 1S40K1043KQHZNKT, 1S40K1043KQKCYLM, 1S40K1043KQKLLHR, 1S40K1043KQKLLKT, 1S40K1043KQKLLLX	$	1,440.00
			16	46C7420	IBM 8GB PC2-5300 QUAD CL5 ECC FBD		$	8,000.00
			4	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	420.00
			4	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	340.00
			4	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	120.00
			4	BlOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	0.00
			4	ASSETTAGW/	CDW ASSET TAG W/ INSTALL		$	0.00
				INSTALL

Page 17 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	NPW6702		20	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525KQKHCBT, 1S39R6525KQKKTMY, 1S39R6525KQKKTNH, 1S39R6525KQKTNFR, 1S39R6525KQKTNFZ, 1S39R6525KQKVYRG, 1S39R6525KQKVYRK, 1S39R6525KQKVYRN, 1S39R6525KQKVYTB, 1S39R6525KQKVYVB,	$	11,000.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
						1S39R6525KQKWYLP, 1S39R6525KQKWYML, 1S39R6525KQLAPZA, 1S39R6525KQLAPZF, 1S39R6525KQLARBN, 1S39R6525KQLBWTN, 1S39R6525KQLBWTV, 1S39R6525KQLBWTW, 1S39R6525KQLBWTX, 1S39R6525KQLBWTY
			28	PEIBM39M5797	EDGE 8GB KIT PC2-5300 ECC DIMM		$	7,420.00
CDW	NDX9978		4	44E5076	IBM INTEL QUAD CORE XEON X5420 12MB		$	1,780.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
			8	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHPMKP, 1S40K1043KQHPMKV, 1S40K1043KQHPMLM, 1S40K1043KQHPMLP, 1S40K1043KQHPMLW, 1S40K1043KQHPMRH, 1S40K1043KQHPMRL, 1S40K1043KQHPMRP	$	1,440.00
			16	46C7420	IBM 8GB PC2-5300 QUAD CL5 ECC FBD		$	8,000.00
			4	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	420.00
			4	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	340.00
			4	32R2816	IBM PCI-X RISER CARD F/1U SYSTEMS		$	120.00
			4	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	S99T7668, 1S7978EHUKQHDKWW, 1S7978EHUKQHYKNM, 1S7978EHU99T7672	$	6,852.00
			3	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	0.00
			1	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	0.00

Page 18 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO		QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
CDW	NPW5601			5	7978EHU	IBM X3550 EXPRESS QC 2.50 4GB CRW	1S7978AC1KQKTLYV, 1S7978AC1KQKTLZH, 1S7978AC1KQKTLZK, 1S7978AC1KQKTMBN, 1S7978AC1KQKTMCH	$	8,500.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
				5	44E5076	IBM INTEL QUAD CORE XEON X5420 12MB		$	2,225.00
				10	40K1043	IBM 73GB 15K HOT-SWAP 3.5IN U320 SAS	1S40K1043KQHYDDY, 1S40K1043KQHYDFY, 1S40K1043KQHYDGH, 1S40K1043KQHZLUV, 1S40K1043KQHZLYX, 1S40K1043KQHZMYT, 1S40K1043KQHZNAY, 1S40K1043KQKCYLP, 1S40K1043KQKCYLT, 1S40K1043KQKLLKR	$	1,800.00
				20	46C7420	IBM 8GB PC2-5300 QUAD CL5 ECC FBD		$	10,000.00
				5	39Y9566	IBM RSA-II SLIMLINE ADAPTER		$	525.00
				5	32R2815	IBM X3550 REDUNDANT POW SUPPLY		$	425.00
				5	BIOSUPGRADE	SYSTEM’S BIOS/FIRMWARE UPG		$	0.00
				10	39R6525	IBM 4GBPS FC SINGLE-PORT PCIE HBA	1S39R6525KQKKTLW, 1S39R6525KQKKTLZ, 1S39R6525KQKKTNP, 1S39R6525KQKKTPT, 1S39R6525KQKLNMK, 1S39R6525KQKLNPA, 1S39R6525KQKVYTT, 1S39R6525KQKVYVA, 1S39R6525KQKVYVC, 1S39R6525KQLAPZC	$	5,500.00
CDW	NHR1716			1	1818-51A	IBM DS5100 MIDRANGE DISK (DUAL CONTR		$	26,589.00	55 MIDDLESEX TPKE BEDFORD, MA 01730
				1	1818-2030	IBM 8GB CACHE MEMORY		$	6,165.00
				1	1818-2050	IBM 2-QUAD 4 GBPS HOST PORT CARDS		$	3,853.00
				4	1818-2412	IBM SW 4 GBPS SFP TRANSCEIVER PAIR		$	1,536.00
				1	1818-7350	IBM DS5000 FLASH/VOLUMECOPY		$	9,247.00
				1	1818-8903	IBM DS5000 64-STORAGE PARTITIONS		$	13,487.00
				6	1818-D1A	IBM EXP5000 EXPANSION UNIT		$	13,872.00
				6	1818-2412	IBM SW 4 GBPS SFP TRANSCEIVER PAIR		$	2,304.00
				6	1818-5531	IBM 16-PAK 300 GB/15 DDM		$	84,696.00
				1	1818-7721	IBM DS5000 LINUX/INTEL HOST KIT		$	481.00
CE COMM		11985		8	24PA/JK-JK-C6-020F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED CABLE, TERMINATED W/LEVITON CAT 6 JACKS BOTH ENDS. INCLUDED TECH-FLEX LENGTH: 20'		$	1,430.64	311 ARSENAL STREET WATERTOWN, MA 02472

Page 19 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			8	24PA/JK-JK-C6-024F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED CABLE, TERMINATED W/LEVITON CAT 6 JACKS BOTH ENDS INCLUDED TECH-FLEX LENGTH: 24'		$	1,499.92
			4	49255-H48	LEVITON 48 PORT PATCH PANEL		$	275.00
			4	CMB-12176-701	CECOMM CUSTOM REAR CABLE MANAGEMENT BAR FOR 19" RACKS COLOR: BLACK		$	92.00
			5	AR8426A	APC 2U HORIZONTAL CABLE ORGANIZER **CORE SWITCH CROSS CONNECTS**		$	210.00
			12	24PA/JKR-RJ-C6- 009F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED CABLE TERMINATED W/LEVITON CAT 6 MODULAR JACK TO CAT 6 CUSTOM RJ45 BREAKOUT. LENGTH: 9'		$	1,896.96
			24	24PA/JKL-RJ-C6- 009F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED CABLE TERMINATED W/LEVITON CAT 6 MODULAR JACK TO CAT 6 CUSTOM RJ45 BREAKOUT. LENGTH: 9'		$	3,793.92
			5	49255-H48	LEVITON 48 PORT PATCH PANEL		$	343.75
			5	CMB-12176-701	CECOMM CUSTOM REAR CABLE MANAGEMENT BAR FOR 19" RACKS COLOR: BLACK		$	115.00
			6	AR8426A	APC 2U HORIZONTAL CABLE ORGANIZER		$	252.00
			1	NCMHAEF4	PANDUIT HIGH CAPACITY 4U HORIZONTAL CABLE MANAGEMENT PASS THROUGH MANAGER FOR NETWORK SWITCH VERTICAL MODULES		$	130.00
			1	LABOR	LABOR TO INSTALL ALL THE ABOVE MATERIALS, INCLUDING THE FOLLOWING: *COPPER PATCH PANELS & PRE-TERMINATED TRUNK CABLES, *DRESS-OUT, LABEL & TEST ALL COPPER TRUNK CABLES		$	1,500.00
			16	FRBC4X4YL	PANDUIT 4X4 QUIKLOCK COUPLER		$	276.00

Page 20 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO		QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
				4	FR6TRBN12	PANDUIT NEW THREADED ROD QUIKLOCK BRACKET FOR 6X4 AND 4X4 SYSTEMS		$	76.24
				8	FRVT4X4YL	PANDUIT 4X4 QUIKLOCK VERTICAL TEE		$	668.00
				1	FRT4X4YL	PANDUIT 4X4-HORIZONTAL TEE FITTING		$	71.59
				8	FR4X4YL6	PANDUIT 4X4 FIBERRUNNER CHANNEL 6' SECTION		$	600.00
				4	FREC4X4YL	PANDUIT 4X4 END CAP FITTING		$	33.76
				1	FRFWCSC4YL	SPLIT COVER FOR 4X4 FOUR WAY CROSS FITTING		$	72.50
				1	FRRF64YL	REDUCER FITTING — 6X4/4X4		$	42.28
				15	FR6ACAB	PANDUIT ADJUSTABLE CABINET QUIKLOCK BRACKET COLOR: BLACK		$	825.00
				6	10250-712	CHATSWORTH UNIVERSAL CABLE RUNWAY 12" W X 10'L COLOR: BLACK		$	585.00
CE COMM		11984		16	23PA/JK-JK-C6-017F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 17"		$	2,757.44	55 MIDDLESEX TPKE BEDFORD, MA 01730
				16	24PA/JK-JK-C6-015F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 15'		$	2,688.32
				8	24PA/JK-JK-C6-013F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 13'		$	1,309.52
				16	24PA/JK-JK-C6-025F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 25'		$	3,034.40
				8	24PA/JK-JK-C6-019F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 19'		$	1,413.28

Page 21 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			16	24PA/JK-JK-C6-023F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 23'		$	2,965.12
			8	24PA/JK-JK-C6-020F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 20'		$	1,430.64
			8	24PA/JK-JK-C6-028F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITRON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 28'		$	1,569.12
			16	24PA/JK-JK-C6-026F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITRON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 26'		$	3,069.12
			8	24PA/JK-JK-C6-031F	CECOMM CABLE ASSEMBLY 23AWG 6 X 4PR BUNDLE CAT 6 RISER RATED TERMINATED W/LEVITRON CAT 6 JACK BOTH ENDS, W/TECH-FLEX LENGTH: 31'		$	1,621.04
			30	49255-H48	LEVITON 48 PORT PATCH PANEL		$	2,062.50
			30	CMB-12176-701	CECOMM CUSTOM REAR CABLE MANAGEMENT BAR FOR 19" RACKS COLOR: BLACK		$	690.00
			25	AR8426A	APC 2U HORIZONTAL CABLE ORGANIZER		$	1,050.00
			2	P3RP4828F2030F0	48-FIBER (MTP(F) — MTP(F) TRUNK CABLE, PLENUM 50/125UM, 10GIG LASER OPTIMIZED 24" BREAK-OUT LENGTH: 30FEET		$	1,641.60
			1	P3RP4828F2032F0	48-FIBER (MTP(F) — MTP(F) TRUNK CABLE, PLENUM 50/125UM, 10GIG LASER OPTIMIZED 24" BREAK-OUT LENGTH: 32FEET		$	840.32
			1	P3RP4828F2034F0	48-FIBER (MTP(F) — MTP(F) TRUNK CABLE, PLENUM 50/125UM, 10GIG LASER OPTIMIZED 24' BREAK-OUT LENGTH: 34FEET		$	859.84

Page 22 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			1	P3RP4828F2035F0	48-FIBER (MTP(F) — MTP(F) TRUNK CABLE, PLENUM 50/125UM, 10GIG LASER OPTIMIZED 24" BREAK-OUT LENGTH: 35FEET		$	869.60
			1	P3RP4828F2037F0	48-FIBER (MTP(F) — MTP(F) TRUNK CABLE, PLENUM 50/125UM, 10GIG LASER OPTIMIZED 24" BREAK-OUT LENGTH: 37FEET		$	889.12
			1	P3RP4828F2040F0	48-FIBER (MTP(F) — MTP(F) TRUNK CABLE, PLENUM 50/125UM, 10GIG LASER OPTIMIZED 24" BREAK-OUT LENGTH: 40FEET		$	918.40
			1	P3RP4828F2042F0	48-FIBER (MTP(F) — MTP(F) TRUNK CABLE, PLENUM 50/125UM, 10GIG LASER OPTIMIZED 24" BREAK-OUT LENGTH: 42FEET		$	937.92
			32	P3MM51142400	P3LINK MPO CASSETTE MODULE, PINNED, 10 GIG 50/125 MM, LC AQUA QUAD COUPLERS, 24-FIBER, STANDARD CASSETTE SHELL		$	12,160.00
			8	FH1UR-3MTP3FR	CECOMM P3LINK FIBER HOUSING RACK MOUNT 1U ADJUSTABLE UNLOADED HOLDS UP TO (3) MTP CASSETTES 3" DEPTH W/FRONT & REAR CABLE MANAGEMENT BAR		$	1,169.20
			2	PBC4U	P3LINK RACK MOUNT FIBER ENCLOSURE 4U HOLDING UP TO (12) FIBER CASSETTE MODULES OR ADAPTER PANELS COLOR: BLACK		$	507.70
			1	LABOR	LABOR TO INSTALL ALL THE ABOVE MATERIALS, INCLUDING THE FOLLOWING: *COPPER & FIBER OPTIC PATCH PANELS, *COPPER & FIBER OPTIC TRUNK CABLES, *DRESS OUT, LABEL & TEST ALL COPPER AND FIBER TRUNK CABLES		$	4,900.00
CMS	0904073-IN		44	03-700345192-N	4621SW IP PHONE GRAY		$	9,680.00	3 HATLEY ROAD BELFAST, ME 04915
DYNTEK	N15207		1	MIMOSA	CAPEX PROJECT W05-108-2009 EMAIL ARCHIVING		$	64,930.00	311 ARSENAL STREET WATERTOWN, MA 02472

Page 23 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO		QTY		ITEM NO		DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
MORE DIRECT		1786549		25		473520105C	9-CELL/85-WHR PRIMARY BATTERY		$	3,975.00	311 ARSENAL STREET WATERTOWN, MA 02472
				5		473520105D	E/MONITOR CRT MONITOR ST		$	345.00
				20		474446087	90W AC ADAPTER		$	1,080.00
MORE DIRECT		1719078		10		39M5797	8GB 2X4GB DDR2 FB-DIMM P	S9203GMB, S9203GMX, S9203GPC, S9203GR4, S9203GRV, S9203GTY, S9203GV3, S9203GVN, S9203GVP, S9203GVW	$	3,654.90	55 MIDDLESEX TPKE BEDFORD, MA 01730
				10		26K5777	73GB SAS 10K RPM NON-HS		$	1,785.90
				4		8853G3U	BC HS21 QC X/2.50-12MB-2	1S8853G3U99ET192, 1S8853G3U99ET203, 1S8853G3U99ET208, 1S8853G3U99EV362	$	7,570.64
				1		8853G3U	HS21 E5420 2 50G 128MB 2G	9EK244	$	1,892.66
				5		44T1742	XEON E5420 QC LGA771 2.5	1S44T1742KQGVDBL, 1S44T1742KQGVDBM, 1S44T1742KQGVDBN, 1S44T1742KQGVDBX, MNBA-EVS-44T1742	$	2,341.50
MORE DIRECT		1784884		15		470877081	E4300 2GB MEM 80GB HDD X	1324JJ1, 2124JJ1, 2224JJ1, 2Z14JJ1, 3024JJ1, 5424JJ1, 6Y14JJ1, 8Z14JJ1, 9224JJ1, 9X14JJ1, BZ14JJ1, C124JJ1, C324JJ1, D024JJ1, GY14JJ1	$	22,663.05	311 ARSENAL STREET WATERTOWN, MA 02472
				30		473520105	DELL ULTRASHARP 2208FP, W		$	6,210.00
				5		473520105B	160GB FREE FALL SENSOR H		$	570.00
MORE DIRECT		1721158		1	88524YU		BLADECENTER H 14BAY 9USE	S99C5816	$	3,338.10	55 MIDDLESEX TPKE BEDFORD, MA 01730
				1		31R3335	BLADE H 2900W AC PWR MOD		$	832.46
				2		32R1860	NORTEL LAYER GBE SWTICH	1S32R1860KQHAPNH, 1S32R1860KQHAPNL	$	3,461.10
				2		25R5785	BLADECENTER H TRIPLE 320		$	138.76
				28		39M5797	8GB 2X4GB DDR2 FB-DIMM P	S920335T, S92033AW, S92033BL, S92033BN, S92033BW, S92033CB, S92033CH, S92033FH, S92033K7, S92033KF, S92033KG, S9203644, S920364A, S920366G, S9203GKG, S9203GL0, S9203GLP, S9203GLX, S9203GM2, S9203GPZ, S9203GRR, S9203GRT, S9203GT4, S9203GT8, S9203GVF, S9203L66, S9203L7W, S9203L8K	$	10,233.72

Page 24 of 25

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-009
ATHENAHEALTH, INC.

VENDOR	INVOICE NO		QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
				4	26K5777	73GB SAS 10K RPM NON-HS		$	714.36
				14	8853G3U	BC HS21 QC X/2.50-12MB-2	1S8853G3U99EN481, 1S8853G3U99EN487, 1S8853G3U99EN490, 1S8853G3U99EN499, 1S8853G3U99EN500, 1S8853G3U99EN501, 1S8853G3U99EN505, 1S8853G3U99EN507, 1S8853G3U99EN510, 1S8853G3U99EP896, 1S8853G3U99EP915, 1S8853G3U99EP920, 1S8853G3U99EP922, 1S8853G3U99EP954	$	26,497.24
				14	43W11XX	QC INTEL XEON E5420 X/2.	1S44T1742KQDWCPR, 1S44T1742KQDWCPV, 1S44T1742KQDWCPW, 1S44T1742KQDWCRA, 1S44T1742KQFHYWZ, 1S44T1742KQFMYDV	$	8,287.28
							1S44T1742KQFHCRG, 1S44T1742KQFPYVC, 1S44T1742KQFPYVD
							1S44T1742KQGVDBH, 1S44T1742KQGVDBP, 1S44T1742KQGVDCV, 1S44T1742KQGVDCW, 1S44T1742KQGVDCX
BH PHOTO		257267450		1	LADRD2Q/108900	LACIE D2 DESK RACK (NEW) / REG		$	49.95	311 ARSENAL STREET WATERTOWN, MA 02472
				2	DAMDV50/MDV50	DATRAX MDV-50 WALL MT, CASE F/50 MINI DV TAPE/REG		$	29.90
				1	SONPF970/NPF970	SONY NP-F970 LITHIUM ION BATT (6600 MAH) / REG		$	99.95
				1	SOHVRZ5U/ HVRZ5U	SONY HVR-Z5U HDV 1080P/24P CAMCORDER/ REG		$	4,049.00
POST ASSOCIATES		42093		3	NONE-STOCK COMPUTER FU	CLEARVUE PER DRAWING R08234.3346CV2- 5 X10 ON RISER R08234.3346RV3- RISER 48"L X 14"D X 12"T		$	6,087.78	3 HATLEY ROAD BELFAST, ME 04915
								$	1,563,171.11

Page 25 of 25

Leaseline Schedule No. LL-009
dated April 1, 2009

Lessee:	ATMENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition	Leaseline
Period	Maximum		Lease Rate Factors	Lessor’s Basis	Rental Payment
			Hardware: 0.02872  Software: 0.03085*
From April 1, 2009 through June 30, 2009	$	1,000,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items. * See Special Term No. 2 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the last day of each Rental Period.	Base Term: 36 months.
Rental Period: Each calendar month during the Term.	Base Term Commencement Date July 1, 2009
Billing Address (if different from Lessee’s address stated above)

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	The Maximum Soft Cost Percentage shall be 35%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03098, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
3.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
4.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor a minimum amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.
5.	If Lessor is to be acquiring any of the Equipment from Lessee, Lessee shall identify the Equipment as such in the Acceptance Certificate, and Lessor’s obligations under this Lease with respect thereto shall be contingent on the execution by Lessee of documentation satisfactory to Lessor providing for the conveyance of the Equipment to Lessor (such as a Bill of Sale or other documentation requested by Lessor transferring such Equipment to Lessor) and receipt by Lessor of such other documentation as it may request, including, without limitation, vendor invoices, cancelled checks, bills of sale, and other documentation describing such Equipment and the prices paid therefor by Lessee and/or evidencing Lessee’s title thereto.

The “Tier 1 Manufacturers” are IBM. Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Carie L. Kerns
Name/Title:	Carl Byers/CFO	Name/Title:	Carie L. Kerns
Date:	4/21/09	Date:	AVP - Contracts 4/23/09

		MASTER EQUIPMENT LEASE AGREEMENT STIPULATED LOSS VALUES
LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road, Suite 100
			Bloomfield Hills, MI 48302
City/State/Zip:	Watertown, MA 02472	Lease Number:	Schedule Number: LL-009

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss		Stipulated Loss
Rental Period	Value Percentage	Rental Period	Value Percentage
1	107.75%	19	61.74%
2	105.27%	20	59.12%
3	102.77%	21	56.48%
4	100.27%	22	53.83%
5	97.75%	23	51.17%
6	95.23%	24	48.50%
7	92.69%	25	46.00%
8	90.14%	26	43.48%
9	87.59%	27	40.95%
10	85.02%	28	38.41%
11	82.44%	29	35.87%
12	79.85%	30	33.31%
13	77.28%	31	30.75%
14	74.72%	32	28.17%
15	72.14%	33	25.59%
16	69.56%	34	22.99%
17	66.96%	35	20.39%
18	64.36%	36	17.77%

/s/ CB	/s/ CLK
Lessee Initials	Lessor Initials

ORIGINAL          

Leaseline Summary
dated September 14, 2009
for Leaseline Schedule No. LL-010

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

Leaseline Summary to the above-referenced Leaseline Schedule incorporating the Master Equipment Lease Agreement dated June 1, 2007, between Lessee and Lessor. Capitalized terms used in this Leaseline Summary without definition are defined in the Leaseline Schedule.

1. The Lessor’s Basis and Rental Payment for the Equipment is summarized as follows:

	Lessor’s		Lease Rate		Rental
	Basis		Factor		Payment
Hardware:	$	752,273.29		0.02872	$	21,605.29
Softcosts Greater than 25%:	$	270,257.83		0.03085	$	8,337.45
Softcosts Less than 25%:	$	250,757.76		0.02872	$	7,201.76
Total:	$	1,273,288.88			$	37,144.50

2. The Equipment is summarized by reference on Exhibit A attached hereto and incorporated herein.

3. Special Term No. 2 shall be deleted and replaced with the following: The Maximum Soft Cost Percentage shall be 42%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03085, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.

Each party acknowledges its receipt and review of this Leaseline Summary and that none of its provisions are missing or illegible. The page numbering of this Leaseline Summary may be exclusive of exhibits, if any. If this Leaseline Summary was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Leaseline Summary is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. When executed by Lessee and Lessor, this Leaseline Summary amends the Leaseline Schedule. Except as provided in this Leaseline Summary, the terms and conditions of the Leaseline Schedule remain the same.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Wendell Lochbiler
Name/Title: Date:	Carl Byers/CFO [ILLEGIBLE]	Name/Title:	Wendell Lochbiler Vice President - Contracts
		Date:	[ILLEGIBLE]

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO		PRICE		EQUIPMENT LOCATION
AES	20093-31		1		COMPUTER ROOM HVAC UNIT REPAIR			$	3,215.09	3 HATLEY ROAD
										BELFAST, ME 04915
BOWE BELL	9800002857		1	A581839/01712A	BBH4000 WITH JV			$	188,000.00	3 HATLEY ROAD
										BELFAST, ME 04915
			1	D0093622	JETVISION SMA			$	3,000.00
			1	DEPOSIT	LESS DEPOSIT		-	$	66,850.00
CDW	NVP0618		4	03140	CTG 1FT COMPUTER POWER EXT CORD			$	12.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			10	27194	CTG 14FT CAT6 SNAGLESS PATCH M YELLOW			$	70.00
			10	27164	CTG 14FT CAT6 SNAGLESS PATCH M WHITE			$	70.00
CDW	NVH7501		60	27192	CTG 7FT CAT6 SNAGLESS PATCH M YELLOW			$	240.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			1	03140	CTG 1FT COMPUTER POWER EXT CORD			$	3.00
CDW	NVT3526		51	27161	CTG 3FT CAT6 SNAGLESS PATCH M WHITE			$	255.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			56	27191	CTG 3FT CAT6 SNAGLESS PATCH M YELLOW			$	280.00
			28	27171	CTG 3FT CAT6 SNAGLESS PATCH M GREEN			$	140.00
			49	03140	CTG 1FT COMPUTER POWER EXT CORD			$	147.03
CMS COMMUNICATIONS	0905148-IN		2	03-700383409-N	9630 IP PHONE GRAY			$	534.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			2	03-NONINV	BLUE FACEPLATES			$	0.00
KESLE SYSTEMS	266909		24	2450007-00	RIGHTFAX CHANNEL UPGRADES			$	21,480.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			1	2670007-00	BROOKTROUT SR-140-24F CHANNEL FOIP			$	13,650.03
			1	DISCOUNT	LESS DISCOUNT		-	$	1,500.00
MORE DIRECT	1810876		1	W45695618	MAC PRO SING 2.66 QC COR			$	2,697.56	311 ARSENAL STREET
										WATERTOWN, MA 02472
			1	MB382LL/A	24IN LCD LED CINEMA DISP	S2A9092SROKO		$	843.50
ADTECH	198097		1	01-8FUSION-NM	REVO LABS FUSION 8 MICROPHONE SYSTEM			$	4,564.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			1	01-EXEMIC-BLK11	REVO LABS SOLO LAPEL MICROPHONE			$	175.00
			7	05-TBLMIC-OM-11	REVO LABS SOLO TABLETOP BOUNDARY			$	1,225.00
					MICROPHONE
			1	07-TTDIAL-01	REVO LABS SOLO TABLETOP DIALER			$	395.00

Page 1 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO		PRICE		EQUIPMENT LOCATION
			1	CABLE	INSTALLATION CABLES & CONNECTORS			$	53.00
			1	DESIGN	ADTECH DESIGN & ENGINEERING			$	250.00
			1	PROGRAM	ADTECH CONTROL SYSTEM PROGRAMMING			$	375.00
			1	LABOR	INSTALLATION LABOR			$	330.00
			1	PM	PROJECT MANAGEMENT			$	110.00
			1	GENADM	GENERAL ADMISSION			$	75.00
AMERICAN ALARM	35127		1		COMMERCIAL ADD-ON			$	13,758.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			1	DEPOSIT	LESS DEPOSIT		-	$	6,800.00
CAROUSEL INDUSTRIES	462628		1	185446	AVAYA COMMUNICATIONS SOLUTION			$	0.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			1	185840	CM MODEL ADDITIONS			$	0.00
			51	196664	CMEE R4 51-100 NEW LIC			$	11,424.00
			1	00043	SOFTWARE ACTIVATION CHARGE			$	285.00
CDW	PGR6547		10	39Y9566	IBM RSA-II SLIMLINE ADAPTER			$	3,340.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			6	29853	C2G 25FT HOOK AND LOOP CBL WRAP			$	42.00
			25	F2F402LL-02M	BELKIN 2M FIB OPTIC CAB LC/LC			$	750.00
DELL	XD7KDR6M2		2	A1998754	1GB SINGLE PORT ISCSI HBAPCIE	GS40906A37754, GS40906A37975		$	1,276.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
DELL	XD7CK1878		8	A2415129	VPP A-VI3 ENTERPRISE 2 PROC LICENSE FOR			$	38,360.00	311 ARSENAL STREET
					VMWARE, INFRASTRUCTURE 3-2 PROCESSORS					WATERTOWN, MA 02472
			8	A0688683	VI3 ENTERPRISE-1 YR PLATINUM SN S-24X7			$	10,760.00
					SUPPORT AND SUBSCRIPTION
FACTORY EXPRESS	0098123		2	E-STACK2000	CHALLENGE HANDY CART PAPER CAR			$	940.00	3 HATLEY ROAD
										BELFAST, ME 04915
GMC SOFTWARE	STDINV0000747		1	postoutput	POSTSCRIPT OUTPUT PROTOCOL FOR TEST ENVIR			$	3,850.00	311 ARSENAL STREET
										WATERTOWN, MA 02472
			1	NETSRVR	PRODUCTION FORMATTER LICENSE-PRINTNET T-FOR TEST ENVIRONMENT			$	9,450.00
			1	PRINTNETPA	PRINTNET PA PROCESS AUTOMATION SERVER-FOR TEST ENVIRONMENT			$	17,238.00
			1	DISCSW	SPECIAL DISCOUNT		-	$	5,538.00

Page 2 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
KESLE SYSTEMS	266988		1		RIGHTFAX INTEGRATION MODULE		$	4,748.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1		RIGHTFAX XML GENERATOR MODULE		$	597.00
			1		RIGHTFAX PDF MODULE		$	948.00
			1		RIGHTFAX WEB ACCESS MODULE		$	998.00
			1		RIGHTFAX INCREMENTAL SUPPORT		$	1,937.00
			1		KESLE SYSTEMS PROFESSIONAL SUPPORT		$	5,000.00
LODESTAR SOLUTIONS	3005		1		IBM COGNOS CONTRIBUTOR WITH EXCEL ADDIN		$	21,000.00	311 ARSENAL STREET
					CAPABILITIES (10 ADDITIONAL USERS)				WATERTOWN, MA 02472
			1		LODESTAR CLIENT 10% DISCOUNT		$	-2,100.00
MEDICOMP SYSTEMS					LICENSE AGREEMENT FOR MEDCIN DATA FILES,		$	190,000.00	311 ARSENAL STREET
					SOFTWARE COMPONENTS AND APPLICATION				WATERTOWN, MA 02472
					DEVELOPMENT TOOLS
MORE DIRECT	1807971		900	14055999	REW SMP 11.0.2-RNW BAS 1		$	16,560.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			150	13909743	REW SMP 110.2 BDL-LIC S		$	5,965.50
MORE DIRECT	1802776		50	54026197AS	ACROBAT 9 UE WIN AOO CLP		$	11,045.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			150	09946082A9	ACROBAT ALL UE MLP PPM 2		$	8,362.50
			33	54026356AS	ACROBAT PROFESSIONAL 9 U		$	10,899.90
			50	09946158A9	ACROBAT PROFESSIONAL ALL		$	4,197.00
			100	54026280AS	ACROBAT 9 UE WIN UAOO ST		$	7,717.00
			17	54026691AS	ACROBAT PROFESSIONAL 9 U		$	2,083.69
MORE DIRECT	1809930		1	480353591	E6400 4GB MEM 64GB ULTRA	8SQFTJ1	$	1,717.41	311 ARSENAL STREET
									WATERTOWN, MA 02472
			40	481149660	DELL ULTRASHARP 2208FP, W		$	8,280.00
			5	484170186	E6400 3GB MEM 80GB HDD X	63C8QJ1, 7YC8QJ1, 93C8QJ1, C7C8QJ1, D3C8QJ1	$	6,441.65
			5	484257346	E4300 3GB MEM 80GB HDD X	91RHTJ1, C1RHTJ1, D1RHTJ1, G1RHTJ1, J1RHTJ1	$	7,704.35
			10	CSP-470877239	MD E6400 3GB MEM 80GB HD	2W0HGJ1, 3W0HGJ1, 9W0HGJ1, 6V0HGJ1,	$	12,883.30
						6W0HGJ1, 9W0GHJ1, DT0HGJ1, FW0HGJ1,
						GT0HGJ1, HW0HGJ1
			5	CSP-470877337	MD E6500 3GB MEM 80GB HD	89MYGJ1, 99MYGJ1, D9MYGJ1, F9MYGJ1,	$	6,606.55
						J9MYGJ1

Page 3 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			10	CSP-470877081	MD E4300 2GB MEM 80GB HD	1CD4JJ1, 2BD4JJ1, 3BD4JJ1, 5BD4JJ1, 7BC4JJ1,	$	15,108.70
						9BD4JJ1, CBD4JJ1, FBD4JJ1, HSD4JJ1, J9D4JJ1
MORE DIRECT	1809016		5	31341	5FT CAT6 PATCH CABLE BLU		$	18.70	3 HATLEY ROAD
									BELFAST, ME 04915
			5	31341	5FT CAT6 PATCH CABLE BLU		$	18.70
			40	31341	5FT CAT6 PATCH CABLE BLU		$	149.60
			10	484168179	OPTI 760 2GB MEM 80GB HD	1YWGTJ1, 8XWGTJ1, 9XWGTJ1, BXWGTJ1,	$	7,571.00
						CXWGTJ1, DXWGTJ1, FXWGTJ1, GXWGTJ1,
						HXWGTJ1, JXWGTJ1
			5	484170186	E6400 2GB MEM 80GB HDD X	33C8QJ1, 34C8QJ1, 84C8QJ1, B4C8QJ1, D4C8QJ1	$	6,441.65
			16	484167965	OPTI 760 2GB MEM 80GB HD	1BLFTJ1, 2BLFTJ1, 3BIFTJ1, 46LFTJ1, 5BLFTJ1,	$	14,631.20
						6BLFTJ1, 7BLFTJ1, 8BLFTJ1, 9BLFTJ1, BBLFTJ1,
						CBLFTJ1, D9LFTJ1, F9LFTJ1, G9LFTJ1, HSLFTJ1,
						J9LFTJ1
			16	484167965	OPTI 760 2GB MEM 80GB HD	19LFTJ1, 29LFTJ1, 39LFTJ1, 49LFTJ1, 59LFTJ1,	$	14,631.20
						69LFTJ1, 78LFTJ1, 88LFTJ1, 98LFTJ1, B8LFTJ1,
						C8LFTJ1, D8LFTJ1, F8LFTJ1, G8LFTJ1, H8LFTJ1,
						J8LFTJ1
			14	484167965	OPTI 760 2GB MEM 80GB HD	12FHTJ1, 22FHTJ1, 32FHTJ1, 42FHTJ1, 52FHTJ1,	$	12,802.30
						81FHTJ1, 91FHTJ1, B1FHTJ1, C1FHTJ1, D1FHTJ1,
						F1FHTJ1, G1FHTJ1, H1FHTJ1, J1FHTJ1
			14	484167965	OPTI 760 2GB MEM 80GB HD	1PGHTJ1, 2PGHTJ1, 3PGHTJ1, 4PGHTJ1,	$	12,802.30
						5PGHTJ1, 6PGHTJ1, 7PGHTJ1, 8PGHTJ1,
						9PGHTJ1, DNGHTJ1, FNGHTJ1, GNGHTJ1,
						HHGHTJ1, JNGHTJ1
WISE	4341				ROOM CONVERSION PROJECT		$	67,138.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
ADAPTIVE COMMUNICATIONS	AC-20090468		1	7G4202-72	DFE (DISTRIBUTED FORWARDING ENGINE)	S09055401635J	$	12,647.25	55 MIDDLESEX TURNPIKE
					PLATINUM 72 PORTS 10/100/1000 BASE-TX RJ45				BEDFORD, MA 01730

Page 4 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
ADAPTIVE COMMUNICATIONS	AC-20090457		1	N3-SYSTEM-R	MATRIX N3 SYSTEM BUNDLE INCLUDING CHASSIS, FAN TRAY AND REDUNDANT POWER SUPPLY		$	3,847.25	3 HATLEY ROAD BELFAST, ME 04815
			2	7G4282-49	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 48	09215346635H, 09215345635H	$	20,894.50
					10/100/1000 BASE-TX PORTS VIA RJ45 AND 1 NETWORK
					EXPANSION MODULE (NEW) SLOT
			2	7G-6MGBIC-B	NETWORK EXPANSION MODULE (NEM) WITH 6 1000BASE-X PORTS	08375262635A, 08375264635A	$	3,844.50
					VIA MINI-GBIC W/100FX MGBIC SUPPORT
			1	ES-SN-S13	SUPPORTNET		$	2,172.92
ADAPTIVE COMMUNICATIONS	AC-20090143		1	N5-SYSTEM-R	MATRIX N5 SYSTEM BUNDLE INCLUDING CHASSIS,		$	4,253.15	311 ARSENAL STREET
					FAN TRAY AND TWO CHASSIS POWER SUPPLIES				WATERTOWN, MA 02472
			4	N-POE-1200W	MATRIX POE 1200W WATT AC POWER SUPPLY	S08445301095, S08445382095, S08445365095,	$	1,776.00
						S08465439095
			5	7G4205-72	DISTRIBUTED FORWARDING ENGINE (PLATINUM) WITH 72		$	51,790.75
					10/100/1000BASE-TX POE PORTS VIA RJ45 (POE SUPPORTED IN
					THE MS ONLY)
BROADLEAF SERVICES	7395		1		RIVERBED STEELHEAD APPLIANCE 1050-L W/6MBPS	C48HT00068733	$	13.995.00	311 ARSENAL STREET
					WAN SUPPORT, 100 KGB DATA STORE, AND 800 TCP CONNECTIONS				WATERTOWN, MA 02472
			1		RIVERBED: STEELHEAD MOBILE CONTROLLER WITH 30 CONCURRENT	D32UR00068D31	$	12,995.00
					USERS
			1	DISCOUNT	DISCOUNT		$	-6,748.00
BROADLEAF SERVICES	7452		1		DELL EQUALLOGIC PS65000E, COST EFFICIENT, HIGH CAPACITY,		$	58,200.00	311 ARSENAL STREET
					24TB CAPACITY, 48 X500GB, 7,2K SATA, DUAL CONTROLLER,				WATERTOWN, MA 02472
					ONE YEAR 4 HOUR MISSION CRITICAL 7X24 SUPPORT

Page 5 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
BROADLEAF SERVICES	7391		2		DELL EQUALLOGIC PS5000XV, HIGH		$	74,400.00	311 ARSENAL STREET
					PERFORMANCE, 15K SAS DRIVES, 7.2TB CAPACITY,				WATERTOWN, MA 02472
					16X450GB, DUAL CONTROLLER, ONE YEAR
					EQUALLOGIC COMPLETE CARE PLUS, SAME DAY 4
					HOUR RESPONSE
CAROUSEL INDUSTRIES	481892		1	224272	C-LAN INTF CP TN799DP-NON GSA	09WZ08300490	$	875.00	55 MIDDLESEX TURNPIKE
									BEDFORD, MA 01730
			1	216960	S8510 SERVER 4GB RAM	S09AN07300054	$	3,990.00
			2	405362641	PWR CORD USA		$	12.60
			1	700451172	USB MODEM MT9234ZBA V.92 56K	S13650836	$	175.00
			1	700470248	SES5.1.2 SFTW CD NEW SYS		$	70.00
			1	700464332	SES5.1.1 SFTW CD UPG		$	70.00
CAROUSEL INDUSTRIES	481890		1	224274	IP 320 MEDIA RESOURCE TN2602AP NON GSA-NEW	08WZ50500906	$	14,000.00	311 ARSENAL STREET
									WATERTOWN MA 02472
CDW	NGQ0704		50	37370	CABLES 1M LC/LC 50/125 MM PATCH GRN		$	1,000.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
CDW	NGW0922		48	37371	CABLES 2M LC/LC 50/125 MM PATCH GRN		$	1,104.00	311 ARSENAL STREET
									WATERTOWN MA 02472
DAYMARK SOLUTIONS	1009656		1	BRC-53002-644	BROCADE 80 PORT SWITCH INCLUDES (1) 80 PORT SWITCHES WITH 64-4GB SFP’S, RACKMOUNT KIT	SAAD06019738, AHX0614E018	$	43,526.00	3 HATLEY ROAD BELFAST, ME 04915
			1	X800E-R6-C	1 YEAR 7X24X4 ONSITE SUPPORT		$	2,860.00
DELL	XD84PWF83		2	224-4848	POWEREDGE R610 WITH CHASSIS FOR UP TO SIX	98189K1, 38189K1	$	7,319.86	55 MIDDLESEX TURNPIKE
					2.5 INCH HARD DRIVES				BEDFORD, MA 01730
			2	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT		$	234.86
					PLUG HARD DRIVE
			2	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT		$	234.86
					PLUG HARD DRIVE
DELL	XD85MNWW2		4	224-4848	POWEREDGE R610 WITH CHASSIS FOR UP TO SIX	41S99K1, 71S99K1, 61S99K1, 51S99K1	$	12,002.44	3 HATLEY ROAD
					2.5 INCH HARD DRIVES				BELFAST, ME 04915
			4	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT		$	563.68
					PLUG HARD DRIVE

Page 6 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
			4	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	563.68
DELL	XD75XK4C9		2	224-4845	POWEREDGE R710 WITH CHASSIS FOR UP TO EIGHT 2.5 INCH HARD DRIVES	9G6PTJ1, 8G6PTJ1	$	11,926.90	311 ARSENAL STREET WATERTOWN MA 02472
			2	341-8714	73GB 15K RPM SERIAL ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	362.18
			2	341-8714	73GB 15K RPM SERIAL ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	362.18
			2	341-8714	73GB 15K RPM SERIAL ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	362.18
			2	341-8714	73GB 15K RPM SERIAL ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	362.18
DELL	XD85K59T2		3	224-4848	POWEREDGE R610 WITH CHASSIS FOR UP TO SIX 2.5 INCH HARD DRIVES	11S99K1, 31S99K1, 21S99K1	$	12,232.92	311 ARSENAL STREET WATERTOWN, MA 02472
			3	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	358.50
			3	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	358.50
			3	341-9093	Qlogic 246D 4GB Optical Fiber Channel HBA, PCI - E Card		$	934.02
			3	341-9093	Qlogic 246D 4GB Optical Fiber Channel HBA, PCI - E Card		$	934.02
DELL	XD85TNJ73		3	224-4848	POWEREDGE R610 WITH CHASSIS FOR UP TO SIX 2.5 INCH HARD DRIVES	BG189K1, 9H189K1, 4H189K1	$	12,232.92	55 MIDDLESEX TURNPIKE BEDFORD, MA 01730
			3	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	358.50
			3	341-8715	146GB 10K RPM SERIAL-ATTACH SCSI 2.5” HOT PLUG HARD DRIVE		$	358.50
			3	341-9093	Qlogic 246D 4GB Optical Fiber Channel HBA, PCI - E Card		$	934.02
			3	341-9093	Qlogic 246D 4GB Optical Fiber Channel HBA, PCI - E Card		$	934.02

Page 7 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
DELL	XD7F4DNP7		2	223-4229	POWEREDGE R900, 2X QUAD CORE X7350 XEON,	4M1G4K1, 3M1G4K1	$	34,613.78	311 ARSENAL STREET
					2.93GHZ, 8M CACHE 130W, 1066MZ FSB				WATERTOWN, MA 02472
IMAGING BUSINESS MACHINES, LLC	JBRY-7LCT3V-1		1	853-00032	FIELD INSTALL IT3, ENVELOPE DETECTION		$	3,504.50	3 HATLEY ROAD
					W/DOCNETICS (25% WITH CONTRACT OR ORDER)				BELFAST, ME 04915
IMAGING BUSINESS MACHINES, LLC	JBRY-7LCT7R-1		2	800-00062	OPTION, IT3 ENVELOPE DETECTION W/BARCODE		$	7,009.00	311 ARSENAL STREET
					RECOGNITION (25% WITH CONTRACT OR ORDER)				WATERTOWN, MA 02472
MORE DIRECT	1831151		5	CSP-470877239	MD E6400 3GB MEM 80GB HD	19SYHJ1, 8JTYHJ1, C1SYHJ1, FBSYHJ1, J8SYHJ1	$	6,441.65	311 ARSENAL STREET
									WATERTOWN, MA 02472
MORE DIRECT	1831235		5	CSP-470877239	MD E6400 3GB MEM 80GB HD	18SYHJ1, B9SYHJ1, D2SYHJ1, GBSYHJ1, H2SYHJ1	$	6,441.65	3 HATLEY ROAD
									BELFAST, ME 04915
MORE DIRECT	1853988		20	492225234	DELL 22 INCH 2209WA FLAT PANEL MONITOR,		$	3,740.00	311 ARSENAL STREET
					OPTIPLEX, PRECISION LATITUDE				WATERTOWN, MA 02472
			10	491366921	DELL LATITUDE E4300 DUO SP9300 2.26GHZ 3GB 64GB	1K1NJK1, 2K1NJK1, 3K1NJK1, 4K1NJK1, 5K1NJK1,	$	15,908.70
					SSD DVDRW WLAN 1510 XPP 6-CELL 3YR 7X24 E-PORT	6K1NJK1, 7K1NJK1, 8K1NJK1, 9K1NJK1, BK1NJK1
					AND CASE
MORE DIRECT	1845759		15	491372090	LATITUDE E6400 14.1 INCH	1FGZ9K1, 1MGZ9K1, 2GGZ9K1, 3FGZ9K1, 3GGZ9K1,	$	20,073.30	311 ARSENAL STREET
						3MGZ9K1, 4MGZ9K1, 5GGZ9K1, 6FGZ9K1,			WATERTOWN, MA 02472
						7MGZ9K1, BHGZ9K1, CMGZ9K1, DMGZ9K1, GMGZ9K1, JFGZ9K1
			20	CSP-489304626	MD DELL ULTRASHARP 2208F		$	4,140.00
			5	CSP-470877337	MD E6500 3GB MEM 80GB HD	69MYGJ1, B9MYGJ1, C9MYGJ1, G9MYGJ1, H9MYGJ1	$	6,606.55
NETWORK HARDWARE RESALE	260931		1	CSS11503-AC	CISCO 11503 CONTENT SERVICES SWITCH INCLUDING	JAB0822L02K	$	4,795.00	3 HATLEY ROAD
					SCM WITH 2 GIGABIT ETHERNET PORTS, HARD DISK,				BELFAST, ME 04915
					AND INTEGRATED AC POWER SUPPLY, INTEGRATED FAN,
					AND INTEGRATED SWITCH MODULE (REQUIRES SFP
					GBICS)
			1	ASA5520-BUN-K9	ASA 5520 APPLIANCE WITH SW, HA, 4GE+1FE, 3DES/AES	JMX1252L07H	$	3,995.00
			2	GLC-T	1000BASE-T SFP		$	250.00

Page 8 of 9

EXHIBIT A
TO LEASELINE SUMMARY
TO LEASELINE SCHEDULE NO. LL-010
ATHENAHEALTH, INC.

VENDOR	INVOICE NO	QTY		ITEM NO	DESCRIPTION	SERIAL NO	PRICE		EQUIPMENT LOCATION
PROSOURCE PACKAGING, INC.	108477		1	17-PJ-100	STANDARD PJ-100 ELECTRIC AIR ASSIT PEDESTAL PAPER JOGGER		$	2,558.99	3 HATLEY ROAD BELFAST, ME 04915
PROVANTAGE	5094178		1	MK1633-61B05	MS1633 FOCUS BT SCANNER US BATTERY/STAND/CHARGER KIT		$	472.26	3 HATLEY ROAD
									BELFAST, ME 04915
			2	MK1690-61A38	MS1690 FOCUS IMAGER BLACK KIT USB HID CABLE FLEX STAND		$	568.82
TRIBRIDGE	S-81520		4		MICROSOFT DYNAMICS GP-PROFESSIONAL USERS		$	8,000.00	311 ARSENAL STREET
									WATERTOWN, MA 02472
			1		DYNAMICS GP ENHANCEMENT PLAN		$	608.49
				TOTAL:			$	1,273,288.88

Page 9 of 9

	ORIGINAL
Leaseline Schedule No. LL-010 dated July 1, 2009

Lessee:	ATHENAHEALTH, INC.	Lessor:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Street Address:	2285 Franklin Road, Suite 100
City/State/Zip:	Watertown, MA 02472	City/State/Zip:	Bloomfield Hills, MI 48302

This Schedule incorporates the Master Equipment Lease Agreement dated June 1, 2007 between Lessee and Lessor. This is a Leaseline Schedule to which the terms and conditions of the Leaseline Rider apply.

Acquisition	Leaseline
Period	Maximum		Lease Rate Factors	Lessor’s Basis	Rental Payment
			Hardware: 0.02872 Software: 0.03085*
From July 1, 2009 through September 30, 2009	$	1,500,000.00	The Hardware Lease Rate Factor applies only to Tier 1 Manufacturers’ and Approved Manufacturers’ Current (n) Technology System Components. The Software Lease Rate Factor applies to all other items *See Special Term No. 2 below.	The aggregate for all items of Lessor’s actual cost of the item.	The aggregate for all items of each item’s Lessor’s Basis multiplied by its Lease Rate Factor.

Due Dates: Rental Payments are due in arrears on the last day of each Rental Period.	Base Term: 36 months.
Rental Period: Each calendar month during the Term.	Base Term Commencement Date: October 1, 2009
Billing Address (if different from Lessee’s address stated above):

Special Terms:

1.	In any exercise of the purchase option provided for in Section 6(a) of the Master Equipment Lease Agreement, the purchase price (exclusive of Taxes) shall be limited to 10.75% of Lessor’s Basis.
2.	The Maximum Soft Cost Percentage shall be 25%. Lessee acknowledges and agrees that if the Soft Costs on this Schedule exceed 25% of the Lessor’s Basis, the excess Soft Costs will be subject to a lease rate factor of 0.03098, however, in no event, shall the total Soft Costs exceed the Maximum Soft Cost Percentage.
3.	As used in this Schedule, the “Approved Manufacturers” shall also include Lenovo, Opex, Kodak, Canon, Pitney Bowes and Ricoh.
4.	In addition to the Rental Payments to be paid under this Lease for the Base Term, but in lieu of Rental Payments, if any, to be paid under this Lease for any periods before the Base Term Commencement Date, Lessee pay Lessor a minimum amount equal to 1/30th of the total Rental Payment multiplied by 45 days, provided for herein.
5.	If Lessor is to be acquiring any of the Equipment from Lessee, Lessee shall identify the Equipment as such in the Acceptance Certificate, and Lessor’s obligations under this Lease with respect thereto shall be contingent on the execution by Lessee of documentation satisfactory to Lessor providing for the conveyance of the Equipment to Lessor (such as a Bill of Sale or other documentation requested by Lessor transferring such Equipment to Lessor) and receipt by Lessor of such other documentation as it may request, including, without limitation, vendor invoices, cancelled checks, bills of sale, and other documentation describing such Equipment and the prices paid therefor by Lessee and/or evidencing Lessee’s title thereto.

The “Tier 1 Manufacturers” are IBM, Compaq, Hewlett-Packard, Dell, and Toshiba. The “Approved Manufacturers” are the Tier 1 Manufacturers and the manufacturers of such products as Lessor may, in its sole discretion, approve in writing as qualifying for the Hardware Lease Rate Factor specified in the Leaseline Schedule. “Current (n) Technology Products” are the latest technological offerings of the Tier 1 manufacturers and the Approved Manufacturers. “System Components” are processors (including all internal features such as memory, modems, disk drives, and sound and video cards), display terminals, printers and other external hardware required for the operation of a system.

Each party acknowledges its receipt and review of this Schedule and that none of its provisions are missing or illegible. The terms of this Schedule may be different from other Schedules incorporating the Agreement. The page numbering of this Schedule may be exclusive of exhibits, if any. If this Schedule was transmitted to Lessee for signature in electronic format, Lessee represents and warrants that the text originally transmitted has not been altered in any way. Lessor’s acceptance of this Schedule is based on its reliance on, and specifically conditioned by, the truth of this representation and warranty. This Schedule and the Agreement constitute the entire agreement of the parties relating to the leasing of the Equipment.

ATHENAHEALTH, INC. (Lessee)		MACQUARIE EQUIPMENT FINANCE, LLC (Lessor)
By:	/s/ Carl Byers	By:	/s/ Jennifer E. Gordon
Name/Title:	Carl Byers/CFO	Name/Title:	Jennifer E. Gordon
Date:	8/14/09	Date:	Contracts Manager [ILLEGIBLE]

		MASTER EQUIPMENT LEASE AGREEMENT STIPULATED LOSS VALUES
LESSEE:	ATHENAHEALTH, INC.	LESSOR:	MACQUARIE EQUIPMENT FINANCE, LLC
Street Address:	311 Arsenal Street	Address:	2285 Franklin Road, Suite 100
			Bloomfield Hills, MI 48302
City/State/Zip:	Watertown, MA 02472	Lease Number:		Schedule Number: LL-010

The Stipulated Loss Value of the Equipment on the above referenced Master Equipment Lease Agreement Schedule shall be determined by multiplying the applicable Stipulated Loss Value Percentage (stated below) as of the due date of the last Rental Payment due immediately prior to the date of the Loss or the Event of Default, as applicable, by the Stipulated Loss Value Amount.

	Stipulated Loss		Stipulated Loss
Rental Period	Value Percentage	Rental Period	Value Percentage
1	107.75%	19	61.74%
2	105.27%	20	59.12%
3	102.77%	21	56.48%
4	100.27%	22	53.83%
5	97.75%	23	51.17%
6	95.23%	24	48.50%
7	92.69%	25	46.00%
8	90.14%	26	43.48%
9	87.59%	27	40.95%
10	85.02%	28	38.41%
11	82.44%	29	35.87%
12	79.85%	30	33.31%
13	77.28%	31	30.75%
14	74.72%	32	28.17%
15	72.14%	33	25.59%
16	69.56%	34	22.99%
17	66.96%	35	20.39%
18	64.36%	36	17.77%

/s/ CB	/s/ JEG
Lessee Initials	Lessor Initials

EX-10.27

Exhibit 10.27

Professional Services Agreement

     This Professional Services Agreement (this “PSA”) is entered into as of October 2, 2009 (the “Effective Date”), by and between athenahealth, Inc., a Delaware corporation with a primary business address of 311 Arsenal Street, Watertown, Massachusetts 02472 USA (hereinafter referred to as “Athena”); International Business Machines Corporation, a New York corporation with a primary business address of Armonk, New York 10504 USA (“IBM”).

     WHEREAS, Athena and IBM are parties to an IBM International Customer Agreement fully executed as of October 16, 2000, relating to the provision of services to Athena by IBM (the “Master Agreement”), as well as to a Pilot Statement of Work dated May 18, 2009, relating to preparation for the delivery of business process outsourcing services under the Master Agreement (the “Pilot SOW”);

     WHEREAS, Athena and IBM Daksh Business Process Services Private Limited, a wholly owned subsidiary of IBM (“IBM Daksh”), are parties to a certain Mutual Non-Disclosure Agreement dated as of April 28, 2008 (the “Existing NDA”); and

     WHEREAS, the parties hereto now desire to have IBM provide the services set forth in Schedule A (the “Services”).

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Relationship of Agreements

     a. Master Agreement. This PSA is considered a Transaction Document under the Master Agreement, and the general terms and conditions of the Master Agreement (excluding any and all Appendices and SOWs) are incorporated by reference into this PSA. For purposes of this PSA, references to “Customer” in the Master Agreement will be interpreted to mean “Athena.” Unless otherwise defined herein, capitalized terms used in this PSA shall have the same meanings as set forth in the Master Agreement. For clarification purposes, no machines or licensed program products are acquired by Athena under this PSA.

     b. Pilot SOW. This PSA is intended to supersede the Pilot SOW.

     c. Existing NDA. This PSA constitutes a “definitive agreement” for purposes of Section 2(c) of the Existing NDA and supersedes that agreement, and all information considered Proprietary Information and Technology of a party under the Existing NDA shall be considered Confidential Information of that party under this PSA.

     d. Schedules to this PSA. The following Exhibit and Schedules are included as attachments to this PSA:

          i. Exhibit A — Form of Project Change Request

          ii. Schedule A — Service Descriptions

          iii. Schedule B — Business Associate Terms and Conditions

          iv. Schedule C — Charges

     e. Conflicts. In the case of any conflict between this PSA and the Master Agreement or any other agreement between the Parties, the terms of this PSA shall control, and, regardless of any provision hereof to the contrary, the conflicting terms from such agreements shall not be considered incorporated into this PSA. In the case of a conflict between the terms of this PSA and any Change Order or Schedule to this PSA, the terms of this PSA shall control unless otherwise specifically stated in such Change Order or Schedule. There are no other prior or collateral understandings or agreements between the Parties other than those specifically described herein.

IBM/Athena Confidential Page 1 of 17

2. Definitions

     a. “Athena’s Business Processes” means the business processes executed or supported by IBM on Athena’s behalf under this PSA.

     b. “Athena’s Data” means any information relating to an identifiable individual that IBM processes on behalf of Athena in performing the Services. Athena’s Data excludes information: (i) processed by IBM for any reason other than IBM’s performance of the Services; (ii) processed by IBM because of its relationship with its customers (including Athena and Athena’s Enterprise) generally; and (iii) relating to employees of IBM, its Enterprise, and their permitted subcontractors.

     c. “Facilities” means any location: (i) owned, leased, rented, or used by Athena that IBM may use in providing the Services; and (ii) that is listed herein.

     d. “Kick Code” means a code attached to a claim to identify its current status and/or the next step(s) in the claim handling process.

     e. “Party” means either IBM or Athena, which shall be referred to collectively as the “Parties.”

     f. “Products” collectively means:

          i. “IBM Product(s),” which means any equipment, program, system, product, or business process developed by IBM and used by IBM in conjunction with the Services provided to Athena under this PSA, including IBM logoed hardware or software made generally available by IBM or its Enterprise; and

          ii. “Athena’s Product(s),” which means any equipment, system, program, product, or business process provided to IBM by Athena under this PSA or used in conjunction with the Services.

     g. “Project Manager” means an individual assigned by a Party to manage the performance of that Party’s obligations under this PSA, who has the authority to represent and bind that Party for purposes of this PSA, and who will have a specific operational role as described in this PSA. Athena and IBM will each provide the other reasonable advance written notice of a change to the respective Project Manager and will discuss any objections the other has to such change.

     h. “Regulatory Requirements” collectively means:

          i. “IBM Regulatory Requirements,” which means the laws, regulations, and rules applicable to IBM in its capacity as a provider of information technology enabled services and personnel to support business process outsourcing; and

          ii. “Athena’s Regulatory Requirements,” which means the laws, regulations, and rules applicable to Athena, including laws applicable to Athena’s Business Processes and/or use or receipt of the Services.

3. Additional Terms

     The following terms are applicable to this PSA and are in addition to or modify those of the Master Agreement.

     a. Changes to the Agreement Terms

     Should the Parties mutually agree upon any addition, modification, or change to any terms of this PSA, such addition, modification, or change shall be done as per the procedure stated below and be signed by the Parties’ authorized representatives (such a signed document, a “Change Order”).

          i. Project Change Control Procedure

          The following process will be followed if a change to this PSA is required.

IBM/Athena Confidential Page 2 of 17

               A. A Project Change Request (a “PCR”) will be the vehicle for communicating change. Each PCR must describe the change being requested, the rationale for that change, and the effect that change will have on the Services. The designated Project Manager of the requesting Party will review the proposed change and determine whether to submit the request to the other Party. A PCR form is included as Exhibit A to this PSA.

               B. Both Project Managers will review the proposed change and recommend it for further investigation or reject it. IBM will specify any material charges for such investigation and present them to Athena for approval. Each PCR must be signed by authorized representatives from both Parties to authorize further investigation of the recommended changes. The investigation will determine the effect that the implementation of the PCR will have on price, schedule, and other terms and conditions of the PSA.

               C. A written change authorization or PCR must be signed by authorized representatives from both Parties to authorize implementation of the investigated changes. Until a change is agreed to in writing, both Parties will continue to act in accordance with the latest agreed version of the PSA.

          ii. Changes Made by IBM on an Emergency Basis

          Except for changes made by IBM on an emergency basis, IBM will schedule change activities in accordance with the Project Change Control Procedure with the goal of minimizing unreasonable interruptions to Athena’s business operations. With respect to changes made by IBM on an emergency basis, IBM will provide Athena with notice of such changes within twenty-four (24) hours and documentation of such changes within five (5) Business Days (as that term is defined in Schedule A) after such changes are made.

     b. Required Consents

     Athena is responsible for promptly obtaining and providing to IBM all Required Consents necessary for IBM to provide the Services described in this PSA. A “Required Consent” means any consents or approvals required to give IBM, its Enterprise, and any permitted subcontractors the right or license to access, use and/or modify (including creating derivative works) Athena’s Products solely as necessary for the performance of the Services without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such Products. A Required Consent also includes any consents or approvals required to give IBM, its Enterprise, and permitted subcontractors the right or license to access or use Athena’s services or facilities (including the Facilities).

     Failure of Athena to provide any Required Consents to IBM shall be a basis for indemnification under Section 11 of this PSA.

     c. Service Recipients

     Athena represents to IBM that there will be no Services provided to third parties (e.g., health care providers) under this PSA.

     d. Data Protection

          i. General

               A. IBM and Athena are each responsible for complying with its respective obligations under the applicable data protection laws governing Athena’s Data.

               B. Athena remains solely responsible for determining the purposes and means of IBM’s processing of Athena’s Data under this PSA, including that such processing will not place IBM in breach of the applicable data protection laws.

               C. Data protection laws are Athena’s Regulatory Requirements with respect to Athena’s Data, except and only to the extent that such data protection laws regulate IBM’s processing of Athena’s Data in IBM’s performance of the Services. IBM and Athena each acknowledge that each Party has the right to investigate the steps the other is taking to comply with applicable data protection laws and the Parties agree to

IBM/Athena Confidential Page 3 of 17

reasonably cooperate with such investigation (including, but not limited to, providing copies of HIPAA security risk analysis and risk management plans, as well as any SAS-70 audits where reasonable to do so and subject to the terms of the Confidentiality provisions under this PSA). Nothing in this PSA prevents IBM or Athena from taking the steps it deems necessary to comply with applicable data protection laws.

               D. If Athena requests additional or materially different services to comply with the applicable data protection laws, such services will be considered new services.

          ii. Security

               A. Athena acknowledges that Athena is solely responsible for determining that the security measures specified herein constitute appropriate technical and organizational measures to protect Athena’s Data as required by the applicable data protection laws. IBM is not required to perform or adhere to any security measures concerning Athena’s Data other than those specified in this PSA.

               B. By executing this PSA, Athena appoints IBM as a data processor of Athena’s Data. As a processor of Athena’s Data, IBM will process Athena’s Data as specified herein. Athena agrees that IBM may perform such processing as IBM reasonably considers necessary or appropriate to perform the Services. Upon expiration or termination of this PSA and to the extent applicable, Athena will give the data protection authority prompt notice of the termination of the appointment of IBM as Athena’s data processor.

          iii. Transborder Data Flows

               A. IBM will not transfer any of Athena’s Data across a country border unless IBM reasonably considers such transfer appropriate or useful for IBM’s performance of the Services and obtains Athena’s prior written consent.

               B. Athena is solely responsible for determining that any transfer by IBM or Athena of Athena’s Data across a country border under this PSA complies with the applicable data protection laws.

               C. Athena shall obtain, with IBM’s reasonable assistance, all necessary consents and regulatory approvals required for any transfers of Athena’s Data across country borders, all at Athena’s reasonable expense.

          iv. Information

               A. If, under the applicable law, Athena is required to provide information to a third party regarding Athena’s Data, IBM will reasonably cooperate with Athena in providing such information. Athena will reimburse IBM for its reasonable charges for such assistance.

               B. Upon IBM’s or Athena’s reasonable written request, Athena or IBM will provide the other with such information that it has regarding Athena’s Data and its processing that is necessary to enable the requester to comply with its obligations under this Section and the applicable data protection laws.

               C. Nothing in this Section requires IBM to provide Athena access to the premises or systems of IBM, its Enterprise, or any of their permitted subcontractors or to information relating to the other customers of IBM, its Enterprise, or their permitted subcontractors, except to the extent reasonably necessary for Athena’s exercise of its rights under this PSA and upon reasonable notice.

               D. Athena agrees to allow IBM to store the contact information of Athena employees, such as names, phone numbers, and e-mail addresses, in any country where IBM does business and to use such information internally and to communicate with Athena for the purposes of Athena’s and IBM’s business relationship.

     e. Severability and Waiver

     In the event that any provision of this PSA is held to be invalid or unenforceable, the remaining provisions of the PSA remain in full force and effect. Nothing in this PSA affects any statutory rights of consumers that

IBM/Athena Confidential Page 4 of 17

cannot be waived or limited by contract. The exercise or waiver, in whole or in part, of any right, remedy, or duty provided for in this PSA will not constitute the waiver of any prior, concurrent or subsequent right, remedy, or duty within this PSA.

     f. Audits

          i. Each Party will keep appropriate business records pertaining to (A) its performance of this PSA; (B) the security measures to be maintained as specified in Section 3(d) and Schedule B; (C) access to and use of Athena Systems (as that term is defined in Section 12); (D) the compliance program specified in Section 13(i); and (E) financial records to substantiate the details of transactions specified in the invoices billed by IBM to Athena, solely as they relate to the Services.

          ii. Each Party will have the right to audit the other Party’s records to the extent reasonably necessary to verify any reports provided by such Party, to verify compliance with the security measures outlined in this PSA, and to verify each Party’s compliance with its other obligations under this PSA or to verify any charge or payment amount. At Athena’s written request during the course of any audit under this PSA, IBM will promptly make available to Athena financial records to substantiate the details of the invoices billed to Athena hereunder; provided, however, that IBM shall not be required to provide any records pertaining to its costs of providing the Services or data relating to the provision of services to other customers of IBM. A Party may conduct an audit not more often than once during any consecutive twelve (12) month period, starting from the Effective Date. Each audit will take place, upon reasonable written notice to the Party being audited, during regular business hours, and at any location of that Party or any affiliate thereof providing any of the Services or at a mutually agreed location. All audits will be scheduled in such a manner as not to interfere unreasonably with the operations of the Party subject to the audit. The party conducting an audit shall bear the costs relating to that audit.

          iii. In addition to the rights outlined above in this Section, Athena shall have the right, from time to time and upon reasonable advance notice no more frequently than quarterly, to request results of security assessments, reports, and/or audits conducted by IBM of the physical, administrative, and technical security measures in place at any facility at which Services are provided.

4. Term and Termination

     a. Term.

     The initial term of this PSA (the “Initial Term”) shall commence as of the Effective Date and will continue for a period of sixty-three (63) months thereafter, unless earlier terminated in accordance with the provisions of this PSA, with two (2) year automatic renewals to follow the Initial Term (collectively, the “Term”). If either Party determines it does not wish to allow an automatic renewal, then that Party shall provide the other Party with at least twelve (12) months advance written notice, and no such automatic renewal shall be added. *The provisions of Sections 6 through 11 and Section 14 shall survive the termination of this PSA.

     b. Termination for Convenience.

     Either Party may elect to terminate this PSA for convenience by:

          i. providing the other with at least six (6) months advance written notice of its election to terminate the convenience including the effective date of such termination, which shall not be earlier than two (2) contract years from the Effective Date of this PSA; and

          ii. in the case of termination by Athena, paying IBM any Termination Charges for Convenience, Winddown Charges, and other fees as set forth in Schedule C, Exhibit C-3: Termination for Convenience and Winddown Charges, for the month in which termination becomes effective, which IBM and Athena agree is Athena’s sole and exclusive liability for such termination for convenience, except as otherwise set forth in this PSA. Minimum volume commitments from Athena shall not apply to the six (6) months immediately prior to the effective date of the termination.

IBM/Athena Confidential Page 5 of 17

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

          iii. in the case of termination by IBM, IBM will pay Athena a $* termination fee. The parties agree this is IBM’s sole and exclusive liability for such termination for convenience, except as otherwise set forth in this PSA.

          iv. Restricted Activities

               A. In the event that, during the Term, IBM engages in Restricted Activities, Athena may, upon providing IBM with * days advance written notice and opportunity to cease any Restricted Activities, terminate this Agreement *.

               B. “Restricted Activities” means *

               C. “Athena Competitors” means eClinicalWorks; Epic Systems Corporation; GE Healthcare; Greenway Medical Technologies, Inc.; McKesson Corporation; Sage Software Healthcare, Inc.; Allscripts-Misys Healthcare Solutions, Inc.; Siemens Medical Solutions USA, Inc.; and Quality Systems, Inc. and their successors-in-interest upon notice to IBM.

     c. Termination for Cause

          i. Athena or IBM (the “Nonbreaching Party”) may elect to terminate this PSA because of a material breach of this PSA by the other (the “Breaching Party”) by following the process set forth in this Section.

          ii. The Nonbreaching Party will provide the Breaching Party with written notice of such material breach within sixty (60) days after becoming aware the material breach, describing in detail the specific nature and dates of the material breach, and will provide the Breaching Party with the opportunity to cure the material breach as follows:

               A. in the event of a failure to pay any amount due on the payable date specified in this PSA or a Schedule to the PSA, ten (10) days after receipt of such written notice; and

               B. in the event of any other material breach, forty-five (45) days after receipt of such written notice. If the nature of any nonmonetary breach is such that it would be unreasonable to expect a cure within forty-five (45) days, an additional fifteen (15) days will be allowed.

          iii. If the material breach is not cured during the applicable cure period set forth above, the Nonbreaching Party may terminate this PSA for material breach by providing the Breaching Party with written notice within sixty (60) days after the expiration of the cure period specified above, declaring termination of this PSA for material breach under this Section, effective on the date stated in such notice. Such effective date will be no later than 120 days after the Breaching Party’s receipt of such notice of termination for material breach. Minimum volume commitments from Athena shall not apply to the time period between the date of such notice and the effective date of the termination. If IBM terminates for cause due to failure to pay by Athena, then Athena will pay the Termination Charges for Cause and Winddown Charges set forth in Schedule C, Exhibit C-4: Termination for Cause and Winddown Charges for the month in which termination becomes effective; if Athena terminates for cause, then Athena shall not owe any such amounts to IBM.

     d. Transfer Assistance

          i. If Athena desires IBM’s assistance in transferring Services back to Athena or a third party upon termination or expiration of this PSA (“Transfer Assistance”), upon Athena’s six (6) month advance written request, or mutually agreed shorter period of time in the case of Termination for Cause by Athena, IBM will provide such Transfer Assistance to Athena:

               A. to the extent IBM can perform such requested Transfer Assistance using its then-existing resources dedicated solely to providing the Services under this PSA, until expiration or termination of this PSA; and

               B. to the extent IBM reasonably agrees to perform the requested Transfer Assistance, for the period of time requested by Athena, which period will end no later than twelve (12) months

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after the effective date of the expiration or termination of this PSA (the “Transfer Assistance Period”). Charges associated with Transfer Assistance will be subject to an inflation adjustment.

          ii. If IBM’s Transfer Assistance will require the use of different or additional services or resources beyond that which IBM is then using to provide the Services in accordance with the agreed baselines and performance metrics, such request for Transfer Assistance will be considered a New Service and performed for an additional charge.

          iii. During the Transfer Assistance Period, IBM will provide Athena and its third-party designees, as necessary, with reasonable access to the Machines and Software, provided:

               A. any such access does not interfere with IBM’s ability to provide the Services or Transfer Assistance; and

               B. such third parties and Athena’s Enterprise comply with IBM’s security and confidentiality requirements, including execution of a confidentiality agreement reasonably acceptable to IBM.

          iv. Athena will allow IBM to use the Facilities, subject to reasonable notification and Athena’s reasonable confidentiality and privacy restrictions as communicated to IBM, to enable IBM to effect an orderly transition of resources, for up to sixty (60) days after the later of:

               A. the expiration or termination of this PSA; or

               B. the last day of the Transfer Assistance Period.

          v. IBM will not provide Transfer Assistance if such Transfer Assistance will unreasonably interfere with IBM’s ability to perform the Services.

          vi. If IBM terminates this PSA for cause, IBM may provide Athena with Transfer Assistance only if Athena pays for such Transfer Assistance in advance.

          vii. The applicable provisions of this PSA will remain in full force and effect during the Transfer Assistance Period.

     e. Data Entry Application Access

     If IBM terminates for convenience or Athena terminates pursuant to either Section 4(b)(iv) or Section 4(c), IBM will provide Athena access to the data entry application (Intelligence Forms Processing) for internal use by Athena for up to one (1) year from the effective date of termination on IBM’s standard license terms for that application. IBM shall waive the license or usage fees associated with such access for that one year. For any other termination, the above access shall be granted at the license or usage fees associated with such access at the then current commercially available rates. Athena shall pay for any required services, support, or maintenance at the then current commercially available rates during that one (1) year.

5. The Services

     IBM shall perform the Services in a professional and workmanlike manner while striving to meet the Service Levels specified in Schedule A. IBM shall not, absent the prior written consent of Athena, subcontract any portion of the Services. The Parties acknowledge that IBM Daksh is a wholly owned subsidiary of IBM that will be performing the Services under this PSA, and IBM will remain responsible for the performance of IBM Daksh under this PSA. Athena shall, at its cost and in a timely manner, provide the information or materials and perform the actions required of it under this PSA. IBM’s failure to perform its obligations under this PSA shall be excused if and to the extent that IBM’s non-performance is caused by Athena’s failure to perform its obligations under this PSA or by circumstances beyond the reasonable control of IBM. Any change to the scope of the Services may only be effected as an amendment to Schedule A to this PSA.

     If, following any applicable training and initial ramp-up period and subject to the terms of this PSA, IBM’s performance falls significantly below the Service Levels or Quality Standards specified in Schedule A, Athena will notify IBM of that fact, and IBM will develop and implement agreed remedial actions to address such performance

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

issues within one week of its notification. Athena may reduce the volume of work provided to IBM to allow IBM opportunity to implement the agreed remedial actions or for other reasons in Athena’s reasonable discretion; the parties may also adjust the minimum volume commitments by mutual agreement in writing.

     Athena and IBM will work together during the initial ninety (90) days of the Initial Term to establish a governance structure to be used in the management of the Services provided under this PSA to be updated thereafter as appropriate within ninety (90) days of the effective date of any subsequent effort authorized under this PSA. Such governance structure will be mutually agreed by the Parties and may include guidance related to specific roles under the PSA and escalation procedures.

     Should IBM determine the need to provide the Services from an alternative location other than those contemplated in Schedule A as of the Effective Date of this PSA, IBM will submit to Athena for approval notification of such proposed move, including any known impact to the Services, provided that such approval be provided within thirty (30) days of such notification and such approval may not be unreasonably withheld by Athena.

6. Pricing and Payment

     a. Athena shall pay to IBM the fees for the Services at the rates set forth in Schedule C. IBM shall invoice Athena for the Services provided each month by the third (3^rd) Business Day of the following month. The IBM invoice shall include the Athena PO number, the invoiced rate for each type transaction that is separately priced, the number of billable transactions, and the total billing for each process. Athena shall remit payment to IBM for all invoiced amounts, not subject to reasonable dispute in accordance with Section 6(b) below, by wire transfer to a bank account designated by IBM no later than the last day of the month in which Athena received such invoice (the “Payment Due Date”). In the event that IBM provides the invoice after the third (3^rd) Business Day of the month, Athena shall remit payment to IBM within thirty (30) days of IBM’s submission of the invoice. To support invoicing by IBM on the third (3^rd) Business Day of each month, Athena shall make available monthly production reports necessary for invoicing by the first (1^st) Business Day of the month following when the Services were provided. In the event that IBM’s invoicing is delayed beyond the 3^rd Business Day of the month due to Athena’s failure to provide the monthly production reports by the 1^st Business Day of the month, Athena’s payment of such invoice shall still be due for the last day of the month in which the invoice is submitted by IBM. In any event, if Athena fails to provide the monthly production reports by the 5^th Business Day of the month, IBM will invoice Athena based off IBM’s operational data and Athena shall pay such invoice later than the last day of the month. All amounts payable for the performance of the Services shall be invoiced in US dollars. For any undisputed payment not received within * days of the Payment Due Date, Athena shall pay a late payment fee equal to the lesser of *% of the balance due per month or the maximum rate allowed by applicable law. IBM will provide prompt notice of any late payment.

     b. In the event either Party in good faith disputes the accuracy or applicability of any amount payable under this PSA, such Party shall, in writing notify the other Party of the disputed amount in sufficient detail, including basis for the dispute, within five (5) Business Days following the submission of the invoice by IBM, or for claims that are not discernable within this time period, within five (5) Business Days after becoming aware of the disputed matter. In the event of a dispute pursuant to which a Party in good faith believes it is entitled to withhold payment or receive a credit, said Party shall continue to perform its obligations under this PSA pending resolution of the dispute as provided herein. The Parties agree that Athena may withhold payment provided such withheld amounts do not exceed an amount equal to the average monthly fees for the preceding * (“Disputed Fee Cap”)). IBM shall continue to perform the Services and Athena shall continue to pay any charges in excess of the Disputed Fees Cap, under protest without waiver of its rights to dispute such fees. Upon resolution of such dispute, if Athena owes the disputed fees, such fees shall be paid to IBM within ten (10) Business Days. Athena shall also pay IBM any late payment fees accrued from the original Payment Due Date until such payment is received by IBM.

     c. Foreign Exchange Adjustment. IBM will be responsible for the first * in price fluctuation (either up or down) from the original price associated with changes in exchange rates as set forth in Schedule C for the respective charges. Any deviation in price (up or down) beyond * based on the currency exchange rate stated in Schedule C will be reflected as a price adjustment to the amounts invoiced Athena, as more specifically set forth in Schedule C.

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

     d. Economic Change Adjustment (ECA). Athena will be responsible for the first * in price fluctuation (either up or down) associated with changes in the cost of living based on the economic index value set forth in Schedule C for the respective charges and such price adjustment will be reflected in the amounts invoiced Athena. Any deviation in price (up or down) beyond * from the economic index value stated in Schedule C will be the responsibility of IBM. The ECA factor applicable to any Services set forth in Schedule A will be calculated based on the economic index value stated in Schedule C as compared to the then current economic index value for the applicable country. This comparison will be performed on an annual basis using the most recent economic index factor rate as published by the applicable country and any adjustment to rates will be reflected in the next month’s invoice.

7. Taxes

     a. If any authority imposes a duty, tax, levy, or fee, excluding those based on IBM’s net income, upon any transaction under this PSA, then Athena agrees to pay that amount as specified in an invoice or supply exemption documentation. Specifically, Athena will pay all:

          i. applicable taxes such as sales (including sales tax on services), use, gross receipts, excise, occupation, value-added, and other transaction-based taxes, duties, levies, and fees on IBM’s charges;

          ii. personal property, sales, value-added, and use taxes on Athena’s personal property or the use of IBM’s personal property;

          iii. telecommunication taxes for network access (for example, lines) and services used or provided by Athena; and

          iv. taxes, assessments, and other levies on Athena’s owned, leased, rented, or purchased real property.

     b. IBM will pay all:

          i. personal property, sales, value-added, and use taxes on IBM’s personal property operated by IBM personnel; and

          ii. taxes, assessments, and other levies on IBM’s owned, leased, rented, or purchased real property.

     c. Each party shall be responsible for taxes based on its net income and for compliance related to employment taxes of its employees.

     d. Athena and IBM agree to cooperate reasonably with the other to determine Athena’s tax liability on IBM’s charges. IBM’s invoices will state applicable taxes chargeable on the Services, if any, by tax jurisdiction. IBM and Athena will provide and make available to the other any resale certificates; tax exemption certificates; information regarding out-of-state sales or use of equipment, materials, or services; direct pay certificates; and other exemption certificates.

     e. Should Athena be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of the payments due to IBM, then the sum payable to IBM shall be increased by the amount necessary to yield to IBM an amount equal to the sum it would have received had no withholdings or deductions been made.

8. HIPAA

     a. Generally. During the term of this PSA, Athena will provide IBM with access to “Protected Health Information,” as that term is defined under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, as amended (collectively, “HIPAA”). IBM is therefore acting as a “Business Associate” (as defined under HIPAA) of Athena in the course of performing the Services. Athena and IBM therefore agree to be bound by the Business Associate Terms and Conditions attached hereto as Schedule B.

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     b. Security Measures. Capitalized terms used in this Section, but not otherwise defined, shall have the same meaning as those terms in 45 CFR §§160 through 164. In addition to and without diminishing its other obligations under this PSA with respect to privacy, security, and confidentiality, IBM will:

          i. implement authentication and access controls to safeguard PHI consistent with the requirements of HIPAA as specified in this PSA or as directly applicable to IBM under HIPAA;

          ii. use encryption as mutually agreed by both IT teams when it transmits PHI electronically;

          iii. not store PHI beyond periods necessary to perform work under this PSA and to conduct reasonable troubleshooting and quality control checking in connection with performance of such work;

          iv. maintain a formal program to comply with privacy and security requirements, including written policies;

          v. maintain a full-time privacy officer on location;

          vi. not perform or allow performance of any work under this PSA other than on IBM company premises and guard such facilities at all times with access to them controlled by key cards and posted guards or similar protection;

          vii. restrict entry into work processing areas by proximity cards or similar protection; and

          viii. except as required for the provision of the Services, restrict employee access to the Internet, e-mail, and removable media, including without limitation smart cards, USB devices, floppy disks, CDs, DVDs, removable hard drives, and tapes to deter removal of PHI from IBM’s premises.

     c. To the extent that HIPAA laws and security measures are applicable directly to IBM, IBM shall remain solely responsible for its compliance with such laws and security measures.

9. Confidentiality

     a. Definition. Subject to Section 9(b) below, “Confidential Information” means any and all information pertaining to the business, products, services, or technology of a Party, or any third party on whose behalf that Party holds such information in confidence, that is disclosed by that Party (the “Disclosing Party”) or its agents to another Party (the “Recipient”) or its agents, and (i) is identified as Confidential Information under any provision of this PSA; (ii) is clearly labeled or otherwise identified in writing as confidential; (iii) is identified orally as confidential at the time of disclosure with written confirmation within fifteen days thereafter; or (iv) would be apparent to a reasonable person, familiar with the Disclosing Party’s business and the industry in which it operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party. Confidential Information shall include, but not be limited to, financial information, business plans, marketing strategies, research and development activities, trade secrets, computer programs and codes, software design, network topology and security measures, claims processing rules and procedures, data relating to customers and customer transactions, pricing information, and information relating to the discussion or negotiation of any agreement or other relationship between the Parties, including the terms of this PSA and its attachments.

     b. Exceptions. Regardless of any other provision of this PSA to the contrary, Confidential Information shall not include any information that (i) is or becomes publicly available (other than through unauthorized disclosure by the Recipient), (ii) is shown by written record to have been in the possession of or known to the Recipient prior to its disclosure hereunder, (iii) is shown by written record to have been independently developed by the Recipient, or (iv) is made available without restriction to the Recipient by any person other than the Disclosing Party or any of its directors, officers, employees, attorneys, or other advisors without breach of any obligation of confidentiality of such other person.

     c. Use and Disclosure. From and after the Effective Date, the Recipient shall hold and maintain all Confidential Information in confidence with at least the same precautions and degree of care as the Recipient treats its own confidential information, without disclosure to any third party absent the prior written consent of the Disclosing Party, and shall use such information solely for the purpose of performing the Recipient’s obligations under this PSA. The Recipient shall use reasonable care to maintain the confidentiality of Confidential Information, provided that such care shall be at least as great as the precautions taken by the Recipient to protect its own confidential information. Regardless of any provision of this PSA to the contrary, the Recipient may disclose Confidential Information (i) on a “need-to-know” basis to any of the Recipient’s directors, officers, and

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employees to the extent that the Recipient causes that individual to treat, hold, and maintain such Confidential Information in the strictest confidence and only use such Confidential Information for the purpose of performing the Recipient’s obligations under this PSA and (ii) as required by law or any court or governmental order, if, to the extent legally permissible, the Recipient provides the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek an appropriate protective order with respect thereto.

     d. Return. Following termination of this PSA and upon the Disclosing Party’s request, the Recipient will promptly deliver to the Disclosing Party all materials containing or consisting of Confidential Information in the Recipient’s actual or constructive possession or control. At such time, the Recipient will also destroy any Confidential Information in an intangible format (e.g., electronic or magnetic) that is in its actual or constructive possession or control on equipment or media not owned by the Disclosing Party. Despite any provision of this PSA to the contrary, the Recipient may retain for its records a single copy of any correspondence between the Recipient and the Disclosing Party that contains Confidential Information, which correspondence will be kept strictly confidential by the Recipient.

     e. Ownership. All Confidential Information is and shall remain the property solely of the Disclosing Party or the third party that provided such information to the Disclosing Party, and the Recipient shall not obtain any right, title, or interest in or to any Confidential Information under this PSA or by the performance of any obligations hereunder. The Recipient may not decompile, reverse engineer, or disassemble any portion of the Disclosing Party’s software, programs, or code.

     f. Remedies. The Recipient acknowledges that a breach of this Section 9 may cause irreparable harm to the Disclosing Party for which the Disclosing Party could not be adequately compensated by money damages. Accordingly, the Recipient agrees that, in addition to all other remedies available to the Disclosing Party in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of this Section 9, the Disclosing Party maybe entitled to seek injunctive relief, including, but not limited to, specific performance of the terms hereof without the necessity of posting any bond or other security.

10. Intellectual Property

     a. All data, statistics, records, reports, programs, procedures, rules, business processes, formats, screens, functionality, and similar items disclosed or provided by Athena, obtained by IBM from Athena in connection with this PSA (including, but not limited to, data and databases provided by Athena under this PSA that have been processed or altered by IBM and the formats for such data), or developed by IBM in connection with the performance of the Services and either specifically developed at Athena’s request, as documented under a Schedule or Change Order, or derivative of products or services of Athena, as well as any intellectual property rights associated with any of the foregoing (all of the foregoing, collectively, “Athena Property”) is and will at all times remain the sole property of Athena or Athena’s customers. Athena grants to IBM a nonexclusive, non-assignable, non-sublicensable, worldwide, paid-up, irrevocable license for the term of this PSA to use, execute, reproduce, display, perform, distribute copies of, and modify Athena Property that may be developed by IBM under this PSA solely in accordance with this PSA and for the purpose of performing IBM’s obligations under this PSA. IBM hereby irrevocably and exclusively assigns to Athena any and all right, title, and interest IBM might have in or to any and all Athena Property and shall use all reasonable efforts to assist Athena in obtaining and enforcing, anywhere in the world, all applicable intellectual property rights in any Athena Property, in each case at Athena’s expense.

     b. Notwithstanding any provision to the contrary, nothing in this PSA shall assign to a Party any ownership rights in or to the Pre-Existing Intellectual Property of the other Party. For the purposes of this PSA, “Pre-Existing Intellectual Property” means intellectual property or materials either (i) developed, owned by, or licensed to a Party prior to the Effective Date; (ii) otherwise independently developed outside of the scope of this PSA; or (iii) any enhancements, modifications, or derivative works of (i) through (iii) above. To the extent that the Parties agree to develop any intellectual property not otherwise covered in this Section 10, the ownership of such property will be agreed to by the Parties at such time.

11. Indemnification; Limitations

     a. Indemnification

          i. Indemnification by IBM. Subject to the limitations imposed by Section 11(b), IBM shall indemnify, defend, and hold harmless Athena and Athena’s directors, officers, employees, and agents from and

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against any and all third-party claims, suits, proceedings, damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) (all of the foregoing, collectively, “Claims”) to the extent that such Claims relate to or arise out of IBM’s (A) infringement of any intellectual property right of a third party, except to the extent that IBM is acting at Athena’s direction or resulting from Athena’s combination of the Services or any deliverable with any other intellectual property not supplied by IBM pursuant to this PSA; (B) breach of confidentiality as stated in Section 9 or of Schedule B of this PSA; (C) violation of any applicable law or regulation to which IBM is obligated to comply under this PSA; (D) breach of any of the representations and warranties of IBM in Section 13; or (E) the * of IBM or any of IBM’s directors, officers, employees, or agents.

          ii. Indemnification by Athena. Subject to the limitations imposed by Section 11(b), Athena shall indemnify, defend, and hold harmless IBM and its directors, officers, employees, and agents from and against any and all third-party claims, suits, proceedings, damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) (all of the foregoing, collectively, “Claims”) to the extent that such Claims relate to or arise out of Athena’s (A) infringement of any intellectual property right of a third party; (B) breach of confidentiality as stated in Section 9 or of Schedule B of this PSA; (C) violation of any applicable law or regulation to which Athena is obligated to comply under this PSA; (D) breach of any of the representations and warranties of Athena in Section 13; or (E) the recklessness or willful misconduct of Athena or any of Athena’s directors, officers, employees, or agents.

          iii. Procedure. Each indemnitee shall promptly notify the Party from which it is seeking indemnification of any Claim that might give rise to that Party’s obligations under this Section 11, and that Party shall be relieved of such obligations as to that indemnitee if the indemnitee fails to provide such notice and that Party is materially harmed by such failure. The indemnifying Party shall have the right to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the its sole expense. Each indemnitee shall cooperate in all reasonable respects with the indemnifying Party and its attorneys in the investigation, trial, and defense of each Claim and any appeal arising therefrom; provided, however, that the indemnitee may participate, at its own expense, in such investigation of such Claim arising therefrom. No Party shall be liable for any costs or expenses incurred without that Party’s prior written authorization. The indemnifying Party has full authority to settle any indemnified claims at the indemnifying Party’s expense, except that any settlement requiring action by the indemnitee must be approved by the indemnitee, such approval not to be unreasonably withheld.

     b. Limitation of Liability

     Notwithstanding any provision of this PSA to the contrary and subject to Section 1.10 of the Master Agreement, except for breach of Section 10, no Party shall, in any event, regardless of the form of claim, be liable for (i) any indirect, special, punitive, exemplary, speculative, or consequential damages (including, but not limited to, any loss of use, loss of data, business interruption, and loss of income or profits), regardless of whether it had an advance notice of the possibility of any such damages; or (ii) damages relating to any claim that accrued more than two (2) years before the institution of adversarial proceedings thereon.

12. AthenaNet System Access and Use

     a. Definitions

          i. The “athenaNet System” means software applications, associated databases, and associated technology made available by Athena on an ASP basis that comprises Athena’s multi-user practice and clinical management system. The athenaNet System technology includes, without limitation, the screens, functions, and formats for organizing or presenting data and data made available by Athena as part of the athenaNet System and the manuals, specifications, instructions, and training provided by Athena in connection with the athenaNet System, whether written or otherwise.

          ii. “Other Systems” means other electronic systems or databases of Athena to which IBM may need access rights for the performance of its obligations under this PSA.

          iii. “Athena Systems” mean the athenaNet System and Other Systems, collectively.

     b. Access and Use. IBM shall take, and have each of its users take, the following steps when accessing the Athena Systems:

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          i. To the extent necessary for provision of Services under this PSA, during the term of this PSA, Athena hereby grants to IBM the right to access and use the Athena Systems on a non-exclusive basis subject to the terms and conditions contained herein.

          ii. IBM will not access or use the Athena Systems other than in compliance with all policies and procedures that Athena may provide to IBM from time to time (including, without limitation, policies and procedures for administering role-based access levels and adding and removing users).

          iii. To the extent that any software, hardware, equipment, or other electronic system at Athena is necessary for use by IBM for provision of the Services and is licensed to Athena by a third party, IBM will not access or use such system other than in compliance with such license, and Athena will provide the terms and restrictions of such license to IBM. Athena shall secure IBM the right to access and use any such third-party system, and Athena shall pay any fees, costs, and expenses associated with such access.

          iv. IBM will not knowingly, directly or indirectly, export or transmit (A) any software, application, access to any Athena Systems, or any related documentation or technical data or (B) any product, part, process, or service that is the direct product of any of the Services in or to any country to which such export or transmission is restricted by regulation or statute without the prior written consent, if required, of the Office of Export Administration of the United States Department of Commerce or such other governmental entity as may have jurisdiction over such export or transmission. In addition, and without limitation of the foregoing, IBM will not knowingly, directly or indirectly, export or transmit any of the foregoing to any country other than as required to perform its obligations under this PSA. Athena acknowledges IBM’s need and right to access the Athena Systems from the remote locations set forth in this PSA.

          v. IBM will not access or use the Athena Systems except as required to perform its obligations under this PSA.

          vi. In accessing or using the Athena Systems, IBM will not (A) make such access or use in connection with provision of any services to any third party; (B) make such access or use other than through and by its own employees who are registered with Athena individually as authorized users thereof; (C) make such access or use other than by electronically secure means and methods approved in advance in writing by Athena and only by the use of unique and confidential Login IDs and passwords applied to each individual user; (D) resell, lease, encumber, sublicense, distribute, publish, transmit, or provide such access or use to any third party in any medium whatsoever; (E) make such access or use accessible on any public system or multiple computer or user arrangement or network to anyone except Athena and IBM; (F) derive specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on Athena Systems applications; (G) copy data or screens from the Athena Systems; or (H) knowingly input or post through or to the Athena Systems any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights, or rights of publicity of others or that contains any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Athena Systems or grant unauthorized access thereto.

          vii. IBM will not make or operate or permit operation of any copy of any elements of the Athena Systems, except as explicitly authorized by Athena in writing or as may be necessary for the provision of the Services. If and to the extent that IBM makes or operates any copy of the Athena Systems, such copy will belong exclusively to Athena and will be located only upon a server with a root password solely owned and controlled by Athena, and IBM will not restrict or permit restriction of electronic or physical access of Athena to such server.

          viii. In accessing or using the Athena Systems, IBM will not knowingly order, review, access, or use any data in excess of that reasonably necessary for it to perform its obligations under this PSA.

          ix. IBM will limit access to and use of the Athena Systems by its personnel to secure levels agreed to by Athena. IBM is responsible for the actions of individuals to which IBM grants access to the Athena Systems. If IBM or any of its employees discloses user credentials to an unauthorized person, IBM is validating the identity and authority of such person to act on its behalf as to any access or use of Athena Systems with such credentials and will be responsible for such access and use. IBM will notify Athena immediately if it becomes aware of any unauthorized use of any Athena Systems username or password, or, where applicable, a IBM user making more than three failed system log-on attempts during any given day, and will take reasonable steps with

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Athena to shut off access to the Athena Systems by the individual associated with such username or password, and Athena will reset access only with IBM authorization.

     c. Facility Security. With respect to a facility owned or leased by or on behalf of IBM where it creates, receives, maintains, or transmits PHI on behalf of Athena, where applicable, IBM shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI.

13. Representations and Warranties

     a. Representations and Warranties of Both Parties. Each Party makes the following representations and warranties to the other Party.

          i. Neither it nor, to its knowledge, its agents or permitted subcontractors: (A) has been convicted of a federal health care crime; (B) has been excluded from participation in any federal health care program; or (C) is currently under investigation or involved in any legal proceeding which may lead to such a conviction or exclusion. Each Party will notify the other Party immediately if any of the foregoing occur, and such events shall constitute cause for termination on the part of the notified Party.

          ii. Throughout the Term, it will maintain a compliance program intended to conform in material respects with the guidelines set forth in the U.S. Sentencing Guidelines and the Office of Inspector General’s Compliance Program Guide for Third Party Medical Billing Companies. Upon request, a copy of such compliance program will be provided to the other Party, which program shall be treated as Confidential Information.

          iii. It has all requisite corporate power and authority to execute, deliver, and perform its obligations under this PSA; the execution, delivery, and performance of this PSA has been duly authorized by it; and no approval, authorization, or consent of any governmental or regulatory authority is required to be obtained by it or made in order for it to enter into and perform its obligations under this PSA.

          iv. Throughout the Term, it shall not knowingly or as a result of gross negligence permit any media, data, or software provided by it to the other Party to contain any code, virus, or other mechanism to disable, adversely affect, harm, or grant unauthorized access or use to Athena Systems or Athena’s equipment or data. Upon its discovery of any such code, virus, or mechanism, it shall promptly notify the other Party.

          v. Throughout the Term, (A) it shall not disclose Medicaid Confidential Data as defined under statues or regulations of the State or New York without prior written approval of the New York State Department of Health Office of Medicaid Management; (B) to the extent that it has access to eligibility data from Medicare or any Medicaid Program, it will each restrict its access to such Medicaid and Medicare eligibility data to the sole purpose of verification of patient eligibility for Medicaid and Medicare benefits respectively where the patient has requested such payment for medical services; and (C) to the extent that it receives or has access to health information sourced from or provided by the State of New York or any agency thereof, it shall be in compliance with the New York State AIDS/HIV Related Confidentiality Restrictions Notice hereinafter stated:

“This information has been disclosed to you from confidential records, which are protected by state law. State law prohibits you from making any further disclosure of this information without the specific written consent of the person to whom it pertains, or as otherwise permitted by law. Any unauthorized further disclosure in violation of state law may result in a fine or jail sentence or both. A general authorization for the release of medical or other information is not sufficient authorization for further disclosure.”

     b. Representations and Warranties of IBM. IBM makes the following representations and warranties to Athena.

          i. During the Term, IBM will comply with all employee and workplace laws, regulations, and requirements in the countries in which IBM provides the Services. IBM will provide to Athena, upon Athena’s

IBM/Athena Confidential Page 14 of 17

reasonable request from time to time, appropriate written assurances regarding the specific compliance steps and measures that IBM has taken.

          ii. IBM has sufficient right and title to all third-party software, hardware, or other equipment (other than Athena Systems and third-party software) that it uses in the provision of Services under this PSA, and, throughout the Term, IBM will comply with all terms and conditions of licenses or consents agreed to by IBM with any third party in respect of any software, hardware, or other equipment that IBM uses to provide the Services.

          iii. Throughout the Term, any encryption software provided by IBM to Athena for use in connection with the Services or used by IBM in connection with the Services complies substantially with the encryption requirements set forth in HCFA Internet Security Policy issued November 24, 1998, as it may be amended or updated from time to time, and provides encryption protection equal to or exceeding 128-bit encryption.

          iv. Each of the provisions of this PSA are valid and enforceable with respect to each IBM entity in each jurisdiction in which IBM may provide the Services.

14. General Provisions

     a. Nothing in this PSA is intended or shall be construed or interpreted to give any person or entity other than the Parties any legal or equitable right, remedy, or claim under or in respect of this PSA or any provision contained herein.

     b. This PSA may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

     c. This PSA shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Massachusetts. Any claims relating to this PSA or the provision of the Services shall be brought in the federal or state courts sitting in Massachusetts, and IBM shall be considered IBM’s agent for service of process.

     d. Nothing in this PSA shall be deemed to create a partnership, joint venture, agency, or employment relationship between the Parties. IBM shall be deemed to be an independent contractor. Except as expressly provided in this PSA, IBM shall be responsible for all of its costs and expenses incurred in connection with the provision of the Services, including, but not limited to, all costs and expenses pertaining to its employees and agents.

     e. No Party may assign any of its rights or obligations under this PSA to any third party without the prior written consent of the other Party; provided, however, that Athena may assign its rights and obligations hereunder to any of its affiliates or any successor-in-interest as the result of merger, consolidation, or the acquisition of all or substantially all of the assets of, or a majority equity interest in, Athena.

     f. Each Party shall be relieved of its failure to perform any obligations under this PSA, other than a payment obligation, if and to the extent that such failure is attributed to circumstances outside of its control, including, but not limited to, the other Party’s failure to perform any of its responsibilities in accordance with this PSA.

     g. Any amendment of or supplement to this PSA, and any waiver of any breach or provision hereof, must be in writing and signed by both Parties.

     h. All notices and other communications under this PSA (other than routine operational communications) must be in writing and shall be deemed given (i) upon hand delivery, (ii) one day after deposit with an internationally recognized overnight courier with a reliable system for tracking delivery, or (iii) upon receipt of facsimile or electronic mail with confirmation of delivery, in each case to the address, facsimile number, or email address of the intended recipient set forth below or such other address, facsimile number, or email address as the intended recipient may specify by notice from time to time:

IBM/Athena Confidential Page 15 of 17

If to IBM:	International Business Machines Corporation
	Senior Counsel, Managed Business Process Services
	294 Route 100, Building 4, 2D-09
	Somers, NY 10589-3216
	Attn: David Brown
	Facsimile: (914) 766-8445
	Email:
If to Athena:	athenahealth, Inc.
	311 Arsenal Street
	Watertown, MA 02472
	Attn: Daniel Orenstein, General Counsel
	Facsimile: +1 617-402-1099
	Email: dorenstein@athenahealth.com

The remainder of the page intentionally left bank.

IBM/Athena Confidential Page 16 of 17

          In witness whereof, the Parties have executed this PSA as of the Effective Date.

International Business Machines Corporation		athenahealth, Inc.
By:	/s/ Anthony C. Martinez	By:	/s/ Jonathan Bush
	Name: Anthony C. Martinez		Name: Jonathan Bush
	Title: General Manager		Title: CEO
Date: 10/2/09		Date: 10/2/09

IBM/Athena Confidential Page 17 of 17

Exhibit A — FORM OF PROJECT CHANGE REQUEST

In accordance with the terms and conditions of the Professional Services Agreement dated September 30, 2009 (the “PSA”), between athenahealth, Inc. (“Athena”) and International Business Machines Corporation (“IBM”), it is agreed between the parties thereto that the additional services described below (the “Services’’) are not currently included in the scope of services of Schedule A to the PSA, as it may have been modified from time to time.

Athena has therefore requested a project change to include the Services under the PSA, and IBM is willing to provide the Services under the same terms and conditions of the PSA and Schedule A thereto, subject to the additional terms (including payment terms) described herein:

IBM shall perform such Services as described below:

This Change Order is to be effective from _________ (the “Commencement Date”).

1. Description of Services

a.	Initial Scope of Support:
b.	Required FTE’s and other required support personnel:
c.	Is billable training required to support implementation of PCR?
d.	If yes, describe below in detail the training to be delivered, each parties responsibility related to the delivery of the training, and the number of billable training hours authorized by the Athena
e.	In support of implementation of the Services, the Athena will:
f.	In support of implementation of the Services, IBM will:
g.	Completion Criteria: This section to be used to document the criteria that will indicate completion of this PCR

2. Payment

The price to be charged for the services will be as set forth below. The invoicing and payments terms will be as per the PSA (if this is the case).

This section should include any relevant details supporting the Payment required including number or hours, rates, any non-personnel related charges (travel expenses, hardware or software, development costs, etc.)

3. Service Levels

This section to be used to document any expected Service Level impact related to implementation of the change

4. Forecasts

This section to be used to document any expected Forecast impact related to implementation of the change

In witness whereof, the parties below have executed this Project Change Request as of the date first signed below.

International Business Machines Corporation		athenahealth, Inc.
By:		By:
	Name:		Name:
	Title:		Title:
Date:		Date:

IBM/Athena Confidential Exhibit A-1

Schedule A — Services Description

This Schedule A describes the Services to be provided by IBM under the PSA including the duties and responsibilities of IBM and Athena related to IBM’s provision of the Services as well as any related service levels and deliverables. This Schedule A also consists of the following attachments which describe the specific effort which comprise the Services:

1)	Schedule A-1 — Explanation of Benefits Posting Process
2)	Schedule A-2 — Payer Contact Services
3)	Schedule A-3 — Enrollment Services
4)	Schedule A-4 — Clinical Document Services

Capitalized terms used but not defined in this Schedule shall have the same meaning assigned to such terms in the PSA unless the context in which such terms are used in this Schedule require a different meaning.

1. Definitions

1)	Agent means an IBM resource working on the Athena account.
2)	At Risk Amount shall mean the amount available for Service Level Credits and shall not exceed an amount equal to * of the previous month’s monthly recurring charges for the Service described in that specific Schedule (e.g., Schedule A-1, Schedule A-2, etc). For the avoidance of doubt, in no event shall the aggregate At Risk Amount for any month exceed * of the aggregate recurring charges for such month.
3)	athenaNet means the Athena proprietary application used by IBM to provide the Services described in this Schedule to Athena.
4)	Available Hour means the number of hours an Agent is available to work on Athena’s project.
5)	Batch means a group of images which may include EOBs, checks, and other remittance documents. This batch of documents will be provided to IBM by Athena as set forth in this Schedule A for processing by IBM.
6)	Business Days refers to the days in which Athena is open for business. For purposes of this Schedule A, it will be Monday through Friday (excluding Saturday and Sunday and Athena holidays. Athena and IBM will establish the holiday schedule on an annual basis.
7)	Claim Data Dump means the daily file provided by Athena listing all claims sent to the Payers in a mutually agreed format.
8)	EOB means the scanned image of the paper copy of the explanation of benefits supplied by the Payers.
9)	Evaluation Period shall mean * days from the Go Live date for a given business process during which period IBM will validate the targeted Service Levels which have been provided to IBM by Athena.
10)	FTP Server means the file transfer protocol server provided by IBM for Athena to transfer daily batch of EOBs, Claims Data Dump, Payer Data Dump and Remittance Data File.
11)	Go Live means the time when pre-process and process training is complete and Agents begin to perform the Services.
12)	IBM Project Executive means the full-time IBM resource responsible for the delivery of the Athena project. The IBM Project Executive will be a full-time resource who acts as a single point of contact for the Athena management.
13)	Kick Code means a code attached to a claim to identify its current status and/or the next step(s) in the claim handling process.

IBM/Athena Confidential Page 1 of 20

14)	Payer means health insurance companies to whom Athena sends claims on behalf of the providers.
15)	Payer Data Dump means the daily file provided by Athena listing Payer information in a mutually agreed format.
16)	Payment Posting Process means the Athena process of processing the electronic remittance file (ANSI 835 transaction) and Remittance Data File into the athenaNet application.
17)	Remittance Data File means the daily file created by IBM by entering EOB remittance data in a mutually agreed format.
18)	Service Level shall mean those levels of service as established in accordance with Section 4 of this Schedule A and set forth in Schedules A-1 through A-4.
19)	Wave means a group of IBM trainees starting and completing pre-process and process training together as a class.

2. Overall Description of Services

IBM shall provide the Services as specifically described in Schedules A-1 through A-4 attached hereto. In support of the provision of such Services and in addition to the responsibilities set forth in Schedules A-1 through A-4, the parties will perform the general responsibilities described below.

2.1 General Responsibilities

(a) IBM Responsibilities. In support of the Services, IBM will:

(i.)	Participate in conference calls (as needed) to review progress against mutually agreed transition plan and ongoing operations. Provide web conference and/or video conference capabilities if available and as necessary to accommodate business needs;
(ii.)	Provide process training to IBM resources after the completion of process training for the initial transition Wave at designated IBM locations in India and the Philippines;
(iii.)	Provide Athena with clear and consistent communication related to the any issues affecting or impacting the delivery of requirements described in each of the schedules;
(iv.)	Perform athenaNet administration tasks necessary to maintain the user groups for IBM resources;
(v.)	Communicate to the Athena Operations Manager any changes that may materially affect Athena’s business operating environment;
(vi.)	Report to Athena management problems and issues impacting IBM’s provision of the Services that may require Athena’s attention and/or resolution;
(vii.)	Coordinate resolution of issues raised by Athena management and, as necessary, escalate within IBM;
(viii.)	Work with Athena to provide findings and recommendations intended to improve operational efficiencies;
(ix.)	Manage the transition of the processes according to the agreed schedule; and
(x.)	Jointly work with Athena to develop a communication and management plan, which may consist of the following:

IBM/Athena Confidential Page 2 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

a.	Performance reviews with respect to the Services;
b.	Forecasting and scheduling review with Athena’s workforce management team;
c.	Training review with Athena’s training team;
d.	Quality review with Athena’s quality team;
e.	Quality calibrations; and
f.	Monthly and quarterly reviews as agreed by both Parties.

To the extent that Athena’s performance of any obligation requires or is contingent upon IBM’s performance of an obligation under this Schedule, and IBM unreasonably delays or withholds its performance beyond the applicable time period therefor (or beyond five (5) business days, if a time period is not specified), Athena will be relieved of such obligation until a reasonable period following IBM’s performance of its responsibility. *

(b) Athena Responsibilities. In support of the Services, Athena will:

(i)	Provide forecasts and transaction inflow data to identify anticipated volume patterns for each Service. Current estimates of those volume distribution patterns are provided in each subsequent schedule;
(ii)	Ensure athenaNet system is available daily from 6 AM to 1 AM ET, seven (7) days a week, with 99.7% availability during this timeframe;
(iii)	Provide trainers and training material to IBM during process training for the initial transition Wave at designated IBM locations in India and the Philippines. The support of Athena trainers and SME to IBM would continue as needed for a period of up to four (4) weeks following completion of classroom training of the initial transition Wave;
(iv)	Provide training materials as appropriate for any changes in AthenaNet application or Athena-owned business processes. Any extraordinary training would be through the PCK process. Routine updates are covered in cost;
(v)	Maintain the underlying athenaNet functionality that supports the activities comprising the Services;
(vi)	Provide detailed workflow information and supplemented training information as needed to support the Services;
(vii)	Provide IBM with a glide path for Service Level performance goals during Evaluation Period for each of the Services described in this Schedule;
(viii)	Manage the transition of the processes according to the agreed schedule;
(ix)	Provide IBM clear and consistent direction and communication related to the Services, and manage communication between IBM and any other parties engaged by Athena;
(x)	Participate in conference calls (as needed) to review progress against mutually agreed transition plan and ongoing operations. Provide web conference and/or video conference capabilities if available and as necessary to accommodate business needs; and
(xi)	Jointly work with IBM to develop a communication and management plan, why may consist of the following:

IBM/Athena Confidential Page 3 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

1.	Performance reviews with respect to the Services;
2.	Forecasting and scheduling review with Athena’s workforce management team;
3.	Training review with Athena’s training team;
4.	Quality review with Athena’s quality team;
5.	Quality calibrations; and
6.	Monthly and quarterly reviews as agreed by both Parties.

To the extent that IBM’s performance of the Services requires or is contingent upon Athena’s performance of an obligation (including providing approval or notification or taking a recommended corrective action) under this Schedule, and Athena unreasonably delays or withholds its performance beyond the applicable time period therefor (or beyond * business days, if a time period is not specified), IBM will be relieved of its obligation to perform such Services until a reasonable period following Athena’s performance of its responsibility. Athena will pay IBM for any additional expenses incurred as a result of Athena’s delay or nonperformance.

2.2 Disaster Recovery Responsibilities

Within the first 90 days following the Effective Date, IBM will work with Athena to jointly develop a business continuity/disaster recovery plan for the delivery of Services. IBM will at all times maintain, at a minimum, its predefined Level 1/Level 2 support disaster recovery plan which includes the following:

Information & Technology	*
Power & Utilities	*
Transport & Catering	*
Fire & Medical Emergencies	*
IT services Availability	*
Server Management Level	*
Network & Connectivity Media Level	*
Call Center Technology / Voice Infrastructure	*

IBM/Athena Confidential Page 4 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Infrastructure

3. Service Levels

3.1 Evaluation Period

(a)

With respect to the Service Levels set forth in this Schedule A, IBM shall, during the Evaluation Period, measure the actual performance of the Services against such Service Levels using the measurement tools and processes agreed upon by the Parties and, based on such measured actual performance. The value for such Service Level following the Evaluation Period shall be established by taking into account the average levels of performance achieved by Athena prior to the Effective Date of the PSA and the levels achieved by IBM during the Evaluation Period. If it is determined that the Evaluation Period is not indicative of Athena’s normal operating environment, Athena and IBM shall mutually define another period, which is representative of Athena’s normal operating environment.

(b)

Service Level Credits will not apply during the Evaluation Period.

3.2 Service Level Performance Reports

Each Service Level shall be measured on a monthly basis unless otherwise set forth in the applicable Schedule. Within * Business Days after the end of each calendar month during the Term, IBM shall provide to Athena monthly performance reports, in soft copy form, to verify IBM’s performance with respect to the Service Levels, including any failures to achieve the Service Levels and any Service Level Credits to which Athena is entitled for such month. IBM shall provide reasonably detailed supporting information for each report to Athena in machine-readable form suitable for use on a personal computer. For Service Levels that are not capable of being measured using a system tool, the Parties shall agree upon an appropriate measurement methodology, including sample size and measurement and reporting frequencies.

3.3 Service Level Values.

Service Level values for the Services are set forth in the respective Schedules A-1 through A-4 attached hereto.

3.4 Credit Calculation.

For failure to meet a Service Level, IBM will pay Athena a Service Level Credit which will be determined according to the following:

1.	Each Service Level is assigned a weighting factor, as set forth in the respective Services Schedules. No single weighting factor shall exceed * with the exception of those Services Schedules that have *. The total of the weighting factors for all Service Levels within a Service Schedule shall not exceed *.
2.	The weighting factor for any missed Service Level in a given month will be multiplied by the applicable At Risk Amount for such month to determine the amount of Service Level Credit to be subtracted from the following months invoice. In no event shall the total amount due as a credit in any given month exceed the At Risk Amount for such month. Additionally, if the monthly recurring charge for a given month has not been incurred, or for any other reason has been credited or waived, no Service Level Credit will be applicable for such month.
3.5	Service Level Exclusions.

IBM shall be excused from failure to meet any Service Level (including being excused from any related Service Level Credit) to the extent such failure is attributable to:

IBM/Athena Confidential Page 5 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

(a)	Force Majeure;
(b)	Breach of the PSA by Athena or any Athena obligation under the PSA to the extent it affects IBM’s ability to achieve any Service Level;
(c)	Act or omission by Athena;
(d)	Athena’s prioritization of IBM’s resources provided IBM has informed Athena that such prioritization may adversely impact IBM’s performance, including Athena request for or utilization of the Services beyond * of the forecasted volumes;
(e)	Problems determined to be caused by software code provided by Athena;
(f)	Problems attributed to world wide web Internet cloud beyond IBM control; and
(g)	Problems resulting from a technology component (network, hardware, software, applications, etc.) for which Athena is responsible to the extent it affects IBM’s ability to achieve any Service Level.

4. Reporting

IBM will provide standard monthly reports of volume processed each month and the quality and turn around results as measured by IBM based on reports provided by athenaNet. Athena will provide standard monthly report to IBM listing quality results of Athena quality monitoring process. In addition, Athena will provide IBM timely access to necessary production reports to enable IBM to manage their performance of the Services.

5. Charges

IBM will invoice Athena in accordance with Section 6 of the PSA for the Services described herein based on the amounts set forth in Schedule C.

IBM/Athena Confidential Page 6 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Schedule A-1 — Explanation of Benefits Posting Process

1. Description of Services

The EOB posting process involves the processing of remittance related documents received by Athena. Non-electronic payments, related EOB forms, and other payment related documents are posted to provider accounts.

2. Exhibits

• Exhibit 1 — Claim Data Dump format

• Exhibit 2 — Payer Data Dump format

• Exhibit 3 — Remittance Data File format

3. Location and Hours of Operations

EOB posting services will be provided from IBM location in Pune, India. Services may be provided between the hours of 5 AM to 1 AM ET (following day) seven (7) days a week. Volume distribution by day is expected to be approximately as follows (these estimates are to be used for planning purposes only):

	Monday	Tuesday	Wednesday	Thursday	Friday	Saturday
Volume	*	*	*	*	*	*

4. IBM Responsibilities

4.1 Payment Posting Services

(a)	Payment Batch Creation: IBM will review images in a daily batch and perform any divisions necessary to prepare batches appropriate for EOB data entry using the athenaNet application.
(b)	EOB Data Entry: IBM will:

(i)	Perform data entry of payment and denial data from EOBs, payer or patient checks, and other Payer provided documentation using IBM provided offline application;
(ii)	Validate line item charges on EOBs against the Claims Data Dump and payment;
(iii)	Enter denial data into Remittance Data File;
(iv)	Utilize the Claims Data Dump and the Payer Data Dump to facilitate data validation and to auto populate fields in order to expedite the data entry process;
(v)	Provide the completed data from the application to Athena using the Remittance Data File;
(vi)	post the Remittance Data File to the IBM FTP server upon creation; and
(vii)	not be required to archive any of these images after the processing of the image.

(c) Manual Payment Posting: IBM will:

IBM/Athena Confidential Page 7 of 20

(i)	manually post EOB charge lines that fail to auto-match and/or auto-post in athenaNet; and
(ii)	will resolve the transactions in the batch that were not automatically posted to athenaNet using IBM staff (“Posting Analysts”).

4.2	Resolution of Unpostable Records: IBM will resolve records marked as unpostable during the Payment Posting process and queued accordingly in the AthenaNet application.
4.3	Resolution of Posting Errors: IBM will correct records that are identified as having been posted in error and queued accordingly in the AthenaNet application.

5. Athena Responsibilities

In support of IBM’s provision of the Services as described in this Schedule, Athena will:

(a)	Populate IBM posting exception work queues in AthenaNet by 5 AM ET each Business Day;
(b)	Perform the following activities on days when images are to be processed:

(i)	Prepare daily batch of images and transfer them to the FTP Server by 5 AM ET each Business Day;
(ii)	Transfer Claims Data Dump to the FTP Server by 5 AM ET each Business Day; and
(iii)	Transfer Payer Data Dump to the FTP Server by 5 AM ET each Business Day.

(c)	Provide monthly forecast of projected volume in terms of relevant planning and billing units for each process;
(d)	Pull IBM posted Remittance Data File from the FTP Server daily throughout the Business Day per the agreed upon schedule
(e)	Maintain the connectivity of their FTP servers to the Internet and sufficient bandwidth to support the volume and timeframes depicted in this Schedule;
(f)	Provide IBM with application licenses required to perform the Services, including CITRIX licenses if required; and
(g)	Provide a real-time assignment queue in athenaNet to allocate unresolved batches in priority order to Posting Analysts.

6. Service Levels

In accordance with Section 4 of Schedule A, IBM will strive to perform the Services in accordance with business rules supplied by Athena as of the Effective Date and meet the Service Levels and Quality Standards set forth in this Section. If such business rules change in a manner so that the Service Levels and Quality Standards are affected, then IBM shall notify Athena, and the Parties will work together as necessary to establish new Service Levels and Quality Standards.

During the Evaluation Period for each process, IBM will evaluate the actual performance against the targeted service levels which have been provided by Athena. Should discrepancies exist, IBM and Athena will jointly develop an appropriate plan to revise the targeted Service Level.

6.1 Measurement.

Performance against the Service Levels stated herein will be measures as described below.

IBM/Athena Confidential Page 8 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

(a)	Process Turnaround Time: Average process turnaround time for all remittance related documents in any given month will be within *. Process turnaround time will be measured as the time duration between the placement of the remittance images on the IBM FTP Server by Athena to the placement of the Remittance Data File on the IBM FTP server by IBM.
(b)	Quality: IBM and Athena will work jointly to develop a data accuracy quality management process by the end of Evaluation Period. IBM is expected to meet * data accuracy quality standard.

6.2 Service Level Weighting Factors:

Service Level	Weighting Factor
Process Turnaround Time		*
Quality		*
Total Weighting Factor (not to exceed 100%)	100%

IBM/Athena Confidential Page 9 of 20

Schedule A-1, Exhibits 1, 2 and 3

Exhibit 1 — Claim Data Dump format (attachment removed)

Exhibit 2 — Payer Data Dump format (attachment removed)

Exhibit 3 — Remittance Data File format (attachment removed)

IBM/Athena Confidential Page 10 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Schedule A-2 — Payer Contact Services

1. Description of Services

Payer Contact Services consist of the communication needed between Athena and the payer community for the purposes of Revenue Cycle Management. Payers may be contacted to determine the status of a claim and related payment, provide additional detail regarding a claim, or clarify the reason for denied claim.

2. Location and Hours of Operations

Payer Contact Services will be provided from IBM locations in Pune, India and in Manila, Philippines. Services may be provided between the hours of 8 AM to 8 PM ET on Business Days. Volume distribution by day is expected to be approximately as follows (these estimates are to be used for planning purposes only):

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

Volume

*

*

*

*

*

*

3. IBM Responsibilities

3.1 Claim Tracking Services

Claim Tracking involves contacting payers via web, telephone, fax, and direct mail inquiries in an effort to obtain claim status information and to update athenaNet with the same. The claims processed in this workflow have an unknown payer adjudication status or require payer contact to process. The goal of the workflow is to identify any payer processing issues that may have delayed adjudication and payment and to either resolve the issue or notify the appropriate next responsible party to initiate resolution.

Athena places claims in this workflow in a worklist daily for processing by the IBM Claim Tracking Team. Prior to contacting the payer for claim status, claims must first be thoroughly reviewed through a detailed analysis of the claim history, including, without limitation, (i) review of claim-related events in chronological order to understand the processing to date of each claim, (ii) review of any payments posted or documentation attached to the claim that could impact the dialogue with the payer once contact is established, and (iii) review of all relevant demographic data prior to contacting the payer so that the call agent has a firm understanding of the types of insurance coverage the patient currently has or may have had in the past.

On completion of the above analysis, including identification of the payer with whom processing status is unknown, the agent will contact the payer by calling the number(s) listed in athenaNet, or by another contact method as directed by Athena.

The Claim Tracking team will follow documented workflows supplied by Athena. Details of the call and the relevant data points collected for each payer contact event will be updated in athenaNet through (i) direct entry in unique data fields and (ii) creation of an updated claim note that contains a unique Kick Code to characterize the information received from the payer and to identify the specific reason for the call.

3.2 Remittance Tracking Services

Remittance Tracking involves contacting payers via web, telephone, fax, and direct mail inquiries to obtain copies of claim remittance and proof of payment to be used for posting

IBM/Athena Confidential Page 11 of 20

activities. The claims processed in this workflow are known to be paid claims, as documented in connection with a previous payer contact event. The goals of this workflow are to (i) obtain a copy of the remittance detail (EOB/ERA) and proof of payment (check copy of verbal confirmation of disbursement details), (ii) forward the remittance detail and proof of payment to the posting department for claim posting, and (iii) identify any possible reasons for the initial failure of the remittance documents to be received and processed in a timely manner. The primary activity is confirmation of the pay-to address used by the relevant payer.

Athena places claims in this workflow in a worklist daily for processing by the IBM Remittance Tracking Team. Prior to contacting the payer for claim status, claims must first be thoroughly reviewed through a detailed analysis of the claim history, including, without limitation, (i) review of claim-related events in chronological order to understand the processing to date of each claim, (ii) review of any payments posted or documentation attached to the claim that could impact the dialogue with the payer once contact is established, (iii) review of all relevant unpostables inventory in athenaNet to search for missing remittance documentation prior to contacting the payer, and (iv) review of all relevant demographic data.

It can be the case that the remittance documents have already been received and a processing oversight or timing delay may have resulted in a failure to apply information to the claim. Since the payer has already been contacted and confirmed payment, the claim history will contain many of the payment details. These payment details can be used to search data fields in the unpostables library in order to aid the process of identifying previously received data that might now be able to be applied to the claim.

On completion of the above analysis, including identification of the payer from which remittance documentation is needed, the agent will contact the payer by calling the number(s) listed in athenaNet, or by another contact method as directed by Athena.

The Remittance Tracking Team will follow documented workflows supplied by Athena. Details of the call and the relevant data points collected for each payer contact event will be updated in athenaNet through (i) direct entry in unique data fields, and (ii) creation of an updated claim note that contains a unique Kick Code to characterize the information received from the payer and to identify the specific reason for the call.

3.3 Unpostables Tracking

Unpostables Tracking involves contacting payers via web, telephone, fax, and direct mail inquiries to obtain detailed claim data or copies of claim remittance and proof of payment to be used for posting activities for unpostable records. Unpostable records are not able to be uniquely associated with a specific charge line in athenaNet and therefore are not yet postable into the system. The goal of the workflow is to obtain the information needed to supplement the unpostable record so that the data can then be applied to individual charge lines in athenaNet and posted accordingly.

Only unpostable records for which contact with the payer is required to aid resolution are processed in this workflow. Unpostable records are categorized by the characteristics and resolution path of the records. The categories handled by the Unpostables Tracking process are:

• Missing EOB

• Missing Check

• Missing EFT

• Missing Page

• Provider Takeback

• Check Amount Different than EOB

• Rebate Check

IBM/Athena Confidential Page 12 of 20

• Unreadable EOB

Athena places claims in this workflow daily for processing by the IBM Unpostables Tracking Team. Prior to contacting the payer on an unpostable record, the record must first be thoroughly reviewed through a detailed analysis of the unpostable history, including, without limitation, (i) review of all events visible from the unpostable edit page in chronological order to understand the processing to date of each record, and (ii) review of any changes in status or added notes that could impact the dialogue with the payer once contact is established.

On completion of the above analysis, including identification of the payer from which remittance documentation is needed, the agent contacts the payer by calling the number(s) listed in athenaNet, or by another contact method as directed by Athena.

The Unpostables Tracking team will follow documented workflows supplied by Athena. Details of the call and the relevant data points collected for each payer contact event will be updated in athenaNet through (i) direct entry in unique data fields; (ii) creation of an updated unpostable note that contains a unique Kick Code to characterize the information received from the payer and to identify the specific reason for the call; and (iii) identify likely reasons for the initial failure of the transaction to be received and processed in a timely manner.

3.4 Denial Management Services

Denials Management involves contacting payers via web, telephone, fax, and direct mail inquiries in an effort to obtain denial status information and to update athenaNet with the same. The claims processed in this workflow have been processed and denied by payers. The goal of the workflow is to identify any opportunity to initiate reprocessing or reconsideration of the claim to have the denial overturned and payment issued. In the case of a final denial, the goal is to obtain as much detail about the reasons for the denial as possible to appropriately categorize the payer and to use such information to avoid future denials.

Athena places claims in this workflow in a worklist daily for processing by the IBM Denial Management Team. Prior to contacting the payer for claim status, claims must first be thoroughly reviewed through a detailed analysis of the claim history, including, without limitation, (i) review of claim-related events in chronological order to understand the processing to date of each claim, (ii) review of any payments posted or documentation attached to the claim that could impact the dialogue with the payer once contact is established, and (iii) review of all relevant demographic data prior to contacting the payer so that the call agent has a firm understanding of the types of insurance coverage the patient currently has or may have had in the past.

On completion of the above analysis, including identification of the payer with which the claim has been denied, the agent will contact the payer by calling the number(s) listed in athenaNet, or by another contact method as directed by Athena.

The Denials Management team will follow documented workflows supplied by Athena. Whenever possible, reconsideration should be initiated over the phone. Team members must exercise any available opportunity to initiate action over the phone or a follow-up faxed resubmission, which may quickly re-start activity on the claim and obtain payment. Details of the call and the relevant data points collected for each payer contact event will be updated in athenaNet through (i) direct entry in unique data fields and (ii) creation of an updated claim note that contains a unique Kick Code to characterize the information received from the payer and to identify the specific reason for the call, and (iii) identify likely reasons for the initial failure of the claim to be received and processed/approved in a timely manner.

4. Athena Responsibilities

In support of IBM’s provision of the Services as described in this Schedule, Athena will:

IBM/Athena Confidential Page 13 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

(a)	Populate IBM work queues in athenaNet by 7 AM ET on all Business Days; and
(b)	Provide IBM timely access to necessary production reports to enable IBM to manage their performance of the Services; and
(c)	Provide IBM with application licenses required to perform the Services, including CITRIX licenses if required.

5. Service Levels

In accordance with Section 5 of Schedule A, IBM will strive to perform the Services in accordance with business rules supplied by Athena as of the Effective Date and meet the Service Levels and Quality Standards set forth in this Section. If such business rules change in a manner so that the Service Levels and Quality Standards are affected, then IBM shall notify Athena, and the Parties will work together as necessary to establish new Service Levels and Quality Standards.

During the Evaluation Period for each process, IBM will evaluate the actual performance against the targeted service levels which have been provided by Athena. Should discrepancies exist, IBM and Athena will jointly develop an appropriate plan to revise the targeted Service Level.

5.1 Measurement.

Performance against the Service Levels stated herein will be measures as described below.

(a)	Average process turnaround time for all claims in any given month will be within *. Process turnaround time will be measured as the duration from the date and time that the claim is received into the IBM work queue until the date and time that the claim has been updated with a Kick Code and claim note.
(b)	Quality: IBM will strive to maintain a quality rate of at least * each of the service activities included in this Schedule A-2. The quality rating shall be a combined quality score based on separate equally weighted scores for each of (i) claims and (ii) calls, with respect to each such payer contact activity, evaluated by Athena and IBM on a monthly basis. The quality measurement tool and scoring method will be provided by Athena.
	IBM will be required to perform its own independent quality review using the Athena quality methodology. Calibration sessions will be held periodically throughout the month to assist in synchronization of global quality efforts. The size of the quality sample will be determined and agreed by Athena and IBM.

5.2 Service Level Weighting Factors:

Service Level	Weighting Factor
Process Turnaround Time		*
Quality		*
Total Weighting Factor (not to exceed 100%)	100%

6. Workflow, Security, and Technology

Specific workflow and training documentation will be provided by Athena. All work to be completed must be based in, and all responses logged in, athenaNet directly. All PHI and transaction data must be directly entered into athenaNet and not stored in any auxiliary systems. Whenever present, discreet data fields must be individually populated to store information rather than storing the same in free text note fields. Each member of IBM’s staff must have an individual workstation configuration that includes (at a minimum) Adobe

IBM/Athena Confidential Page 14 of 20

Reader, and a desktop efax software program, as well as a direct call-back extension and an individual voicemail box; protocols will be provided by Athena regarding each staff member’s access to MS Office, personal email, web browsing, printers, removable drives, and related matters. IBM will provide to Athena the IP addresses of each workstation for access to athenaNet. Live call monitoring and recording must be available.

As it relates to information technology,

IBM will:

• extend the voice connectivity provided by IBM at the IBM Points of Presence (PoP) at New York and Los Angeles to the IBM Service Delivery locations using IBM owned and maintained equipment. The application accessibility will be through an internet based VPN connectivity;

• procure and maintain voice circuits and the associated toll free numbers (TFN);

• provide voice T1 at IBM POPs for outbound calling;

• access application servers at the Athena data center for application access (there is no local application server to be hosted at IBM );

• record * of voice calls after obtaining any consent required from each call recipient to do so, which will be stored on-line for thirty days and archived to tape for at least one year (Athena to provide such advice and data as may be reasonably necessary to determine whether consent is required); and

• generate a standard Avaya CMS report to view agent statistics.

Athena will:

• provide and maintain any external connectivity requirements to any other third-party suppliers; and

• provide application licenses required to perform the Services, including CITRIX licenses if required.

IBM/Athena Confidential Page 15 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Schedule A-3 — Enrollment Services

1. Description of Services

This service consists of the activities necessary to onboard provider’s onto Athena’s system with accurate remittance information, as well as to maintain/monitor remittance information maintained by the payer. Activities include contact payers and providers to validate remittance addresses and other billing related information.

2. Location and Hours of Operations

Enrollment Services will be provided from IBM location in Manila, Philippines. Services may be provided Business Days between the hours of 8 AM to 8 PM ET. Volume distribution by day is expected to be approximately as follows (these estimates are to be used for planning purposes only):

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

Volume

*

*

*

*

*

*

3. IBM Responsibilities

3.1 Outbound calling

This service entails verification and provider enrollment work across different zones (Pay-to verification & changes, Lockbox Migration, Eligibility, Small Group Implementation, Post Live Provider Number Add Services). Enrollment Analysts typically call the Payer to verify the information provided in athenaNet is accurate and follow up with Payers to make sure enrollment paperwork is approved and confirmed. Once the Payer has verified the correct information, then the same is documented in the athenaNet System along with any pertinent information. In addition, the required documents (W-9, request letter, Payer form) are faxed to the Payer to change the address. The majority of the enrollment work is voice related, however in some cases faxing and/or website verification is utilized. The Enrollment Analysts are allotted their daily work through tasks in the AthenaNet application. If a client signature is required for migration work, the US Team will complete this work. Any forms can be saved to Citrix and sent back to the athena US Based Enrollment Team for completion. Enrollment Analysts refer to the Payer Set-up Guide to determine the eligibility enrollment process for Payers and clearinghouses. The Enrollment Analysts then follow the process outlined in the Payer Set-up Guide to complete enrollment.

4. Athena Responsibilities

In support of IBM’s provision of the Services as described in this Schedule, Athena will:

(a)	Populate IBM work queues in athenaNet by 7 AM ET each Business Day; and
(b)	Provide IBM timely access to necessary production reports to enable IBM to manage their performance of the services.

5. Service Levels

In accordance with Section 5 of Schedule A, IBM will strive to perform the Services in accordance with business rules supplied by Athena as of the Effective Date and meet the Service Levels and Quality Standards set forth in this Section. If such business rules change in a manner so that the Service Levels and Quality Standards are affected, then IBM shall notify Athena, and the Parties will work together as necessary to establish new Service Levels and Quality Standards.

IBM/Athena Confidential Page 16 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

During the Evaluation Period for each process, IBM will evaluate the actual performance against the targeted service levels which have been provided by Athena. Should discrepancies exist, IBM and Athena will jointly develop an appropriate plan to revise the targeted Service Level.

5.1 Measurement.

Performance against the Service Levels stated herein will be measures as described below.

(a) Process Turnaround Time: IBM will process the work items in an average of no later than * from the day the work item is received in the IBM work queue. During the Evaluation Period, the Parties will work to define specific timeframes at a task level. Process turnaround time will be measured as the date and time from which the work is received into the IBM work queue until the date and time that the appropriate update to the record has been made.

5.2 Service Level Weighting Factors:

Service Level	Weighting Factor
Process Turnaround Time	100%
Total Weighting Factor (not to exceed 100%)	100%

6. Workflow, Security, and Technology

Specific workflow and training documentation will be provided by Athena. All work to be completed must be based in, and all responses logged in, athenaNet directly. All PHI and transaction data must be directly entered into athenaNet and not stored in any auxiliary systems, unless dictated by the process as defined by Athena. Whenever present, discreet data fields must be individually populated to store information rather than storing the same in free text note fields. Each member of IBM’s staff must have an individual workstation configuration that includes (at a minimum) Adobe Reader, and a desktop efax software program, as well as a direct call-back extension and an individual voicemail box; protocols will be provided by Athena regarding each staff member’s access to MS Office, personal email, web browsing, printers, removable drives, and related matters. IBM will provide to Athena the IP addresses of each workstation for access to athenaNet. Live call monitoring and recording must be available.

As it relates to information technology,

IBM will:

• extend the voice connectivity provided by IBM at the IBM Points of Presence (PoP) at New York and Los Angeles to the IBM Service Delivery location using IBM owned and maintained equipment. The application accessibility will be through an internet based VPN connectivity;

• procure and maintain voice circuits and the associated toll free numbers (TFN);

• provide voice T1 at IBM POPs for outbound calling;

• access application servers at the Athena data center for application access (there is no local application server to be hosted at IBM);

• record 100% of voice calls after obtaining any consent required from each call recipient to do so, which will be stored on-line for thirty days and archived to tape for at least one year (Athena to provide such advice and data as may be reasonably necessary to determine whether consent is required); and

IBM/Athena Confidential Page 17 of 20

• generate a standard Avaya CMS report to view agent statistics.

Athena will:

• provide and maintain any external connectivity requirements to any other third-party suppliers; and

• provide application licenses required to perform the Services, including CITRIX licenses if required.

IBM/Athena Confidential Page 18 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Schedule A-4 — Clinical Document Services

1. Description of Services

This service includes appropriate classification and data extraction of various document types of general correspondence to the provider office. The classified documents follow specific works flows which facilitate further action (filing, data entry, or other steps). Documents may include HIPAA forms, sports physical forms, prescriptions, and lab results.

2. Location and Hours of Operations

Clinical Document Services will be provided from IBM location in Pune, India. Services may be provided Business Days between the hours of 5 AM to 10 PM ET. Volume distribution by day is expected to be approximately as follows (these estimates are to be used for planning purposes only):

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

Volume

*

*

*

*

*

*

3. IBM Responsibilities

IBM will work collaboratively with Athena to improve the efficiency of the operation over time.

3.1 Clinical Document Classification Services

IBM will identify the Document type and classify each Document in athenaNet in accordance with the Business Rules. IBM will also, if applicable and in accordance with the Business Rules, identify the patient to whom a Document applies by reviewing the unique identifiers in each relevant document.

3.2 Clinical Data Entry Services

IBM will enter appropriate data into the relevant fields in athenaNet in accordance with the Business Rules.

3.3 Clinical Quality Monitoring Services

IBM will perform quality assurance steps on each document by comparing the information that IBM enters in athenaNet to the data contained within each document, in accordance with quality assurance measures as mutually agreed between Athena and IBM. In addition, Athena and IBM shall work together during the term of this Statement of Work to develop formal, written Clinical Services quality assurance specifications (the “QA Specifications”) which shall apply upon approval by Athena and IBM. Prior to approval of the QA Specifications, quality assurance shall be performed by both IBM and Athena. Upon such approval of the QA Specifications, IBM shall assume full responsibility for quality assurance with respect to the Clinical Services.

4. Athena Responsibilities

In support of IBM’s provision of the Services as described in this Schedule, Athena will:

(a)	Provide IBM timely access to necessary production reports to enable IBM to manage their performance of the services.
(b)	Maintain the underlying functionality of athenaNet that supports the worklists and queuing of records for each of the clinical document services activities.

IBM/Athena Confidential Page 19 of 20

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

(c)	Provide application licenses required to perform the Services, including CITRIX licenses if required.
(d)	Work collaboratively with IBM to improve the efficiency of the operation over time.

5. Service Levels

In accordance with Section 5 of Schedule A, IBM will strive to perform the Services in accordance with business rules supplied by Athena as of the Effective Date and meet the Service Levels and Quality Standards set forth in this Section. If such business rules change in a manner so that the Service Levels and Quality Standards are affected, then IBM shall notify Athena, and the Parties will work together as necessary to establish new Service Levels and Quality Standards.

During the Evaluation Period for each process, IBM will evaluate the actual performance against the targeted service levels which have been provided by Athena. Should discrepancies exist, IBM and Athena will jointly develop an appropriate plan to revise the targeted Service Level.

5.1 Measurement.

     Performance against the Service Levels stated herein will be measured as described below.

(a) Process Turnaround Time: IBM will process the work item in *from the time the document is received and placed in athenaNet in the appropriate IBM work queue. Other work items may have a turnaround time of * from the time the work item is received on the IBM work queue. These turnaround times are valid for the planned hours of operation as set forth in this Schedule. Process turnaround time will be measured as the date and time from which the work is received into the IBM work queue until the date and time that IBM has performed the applicable action based on document type.

5.2 Service Level Weighting Factors:

Service Level	Weighting Factor
Process Turnaround Time		*
Total Weighting Factor (not to exceed 100%)	100%

5.3 Service Level Objectives

     Performance against the service level objective (SLO) stated below will be measured as described below.

(a) Agent Productive Time: Assuming the IBM work queues are full, IBM will achieve a monthly average of * per agent per hour with no agent below a monthly average of * per hour.

This Service Level Objective will be monitored and benchmarked during the Evaluation Period. Subsequent to the Evaluation Period, the Service Level Objective shall revert to a Service Level Measurement, which will carry its own performance target and Weighting Factor and all of the same standards and obligations of other Service Level Measurements. At the time of its introduction as a Service Level Measurement, the Productive Time Measure will be equally weighted with the Process Turnaround Time Measure. Parties intend to move to a transaction based pricing model over time at which time, this service level measure may be replaced.

IBM/Athena Confidential Page 20 of 20

Schedule B — BUSINESS ASSOCIATE TERMS AND CONDITIONS

1. Definitions. For purposes of this Appendix, capitalized terms used, but not otherwise defined in the PSA or this Appendix shall have the same meaning as given to those terms in 45 CFR §§160 and 164. For purposes of this Appendix, “Business Associate” refers to IBM, and “Covered Entity” refers to Athena. “Privacy Rule” refers to the privacy standards adopted under HIPAA and set forth at 45 CFR § 164 Subpart E. “Security Rule” refers to the security standards adopted under HIPAA and set forth at 45 CFR § 164 Subpart C.

2. Obligations and Activities of Business Associate

     Notwithstanding any provision to the contrary in the PSA, Business Associate will:

     a. not use or disclose Protected Health Information that it receives from or on behalf of Covered Entity (including Protected Health Information of Covered Entity’s customers) or that it creates on behalf of Covered Entity (collectively “PHI”) other than as permitted or required by the PSA, this Appendix, or as required by law;

     b. not use or disclose PHI in a manner that would violate the requirements of the Privacy Rule when done by Covered Entity, except as permitted by the PSA, Section 3(b) or 3(c) below;

     c. use appropriate safeguards as specified in the PSA or as directly applicable to IBM under HIPAA to prevent use or disclosure of the PHI other than as provided for by the PSA and this Appendix;

     d. implement administrative, physical, and technical safeguards that reasonably protect the confidentiality, integrity, and availability of PHI (including electronic PHI) in accordance with the Privacy Rule as specified in the PSA or as directly applicable to IBM under HIPAA;

     e. mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of the PSA or this Appendix;

     f. report promptly to Covered Entity (i) any use or disclosure of the PHI not provided for by the PSA or this Appendix and (ii) any “security incident” as defined in the Security Rule;

     g. require any agent, including a subcontractor, to whom it provides PHI agrees to the same restrictions and conditions that apply through this Appendix to Business Associate with respect to such information, and provide evidence of such restrictions and conditions to Covered Entity at its request;

     h. provide access, at the request of Covered Entity, and in the time and manner designated by Covered Entity, to PHI in a Designated Record Set, to Covered Entity in order to meet the requirements under 45 CFR §164.524;

     i. make any amendment(s) to PHI in a Designated Record Set that Business Associate maintains, if any, that Covered Entity directs or agrees to pursuant to 45 CFR §164.526 at the request of Covered Entity or an individual, and in the time and manner designated by Covered Entity;

     j. make its internal practices, books, and records relating to the use and disclosure of PHI available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule;

     k. document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR §164.528;

     l. provide to Covered Entity, in a time and manner designated by Covered Entity, information collected in accordance with this Appendix, to permit Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528;

     m. establish and enforce appropriate clearance procedures and supervision such that its workforce follows requirements consistent with HIPAA as specified in the PSA or as directly applicable to IBM under HIPAA;

     n. act immediately to terminate access to PHI of any of its staff upon such staff member’s termination or reassignment;

IBM/Athena Confidential Schedule B-1

     o. provide training for its staff to comply with its obligations consistent with the requirements of HIPAA as specified in the PSA or as directly applicable to IBM under HIPAA; and

     p. implement (i) disposal and reuse procedures with respect to documents and equipment, (ii) authentication and access controls, and (iii) encryption, in ease case to protect PHI consistent with the requirements of the Security Rule as specified in the PSA or as directly applicable to IBM under HIPAA.

3. Permitted Uses and Disclosures by Business Associate

     a. Except as otherwise limited in this Appendix or by other applicable federal or state law, Business Associate may use PHI only as necessary for its provision of the Services consistent with the PSA.

     b. Business Associate will not disclose PHI to any person or entity other than Covered Entity without Covered Entity’s express prior written consent.

     c. Business Associate will not disclose PHI to subcontractors or agents of Business Associate without Covered Entity’s express prior written consent, except as may be required for the provision of the Services.

4. Obligations of Covered Entity

     a. Covered Entity will notify Business Associate of any changes in, or revocation of, permission by an individual to use or disclose PHI of which Covered Entity has knowledge, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

     b. Covered Entity will notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity is bound under 45 CFR §164.522 and of which Covered Entity has knowledge, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

5. Term and Termination

     a. The term of this Appendix will be the same as that of the PSA.

     b. Upon material breach of this Appendix by Business Associate, Covered Entity:

          i. Will provide an opportunity for Business Associate to cure the breach or to end the violation, and, if Business Associate does not cure the breach or end the violation within a reasonable time specified by Covered Entity, Covered Entity will have the right to terminate the PSA effective on notice of termination, without further liability by reason of such termination;

          ii. If cure is not possible, Covered Entity will have the right immediately to terminate the PSA without further liability by reason of such termination; or

          iii. If neither termination nor cure is feasible, Covered Entity will report the violation to the Secretary.

     c. Except as provided in paragraph (d) of this Section 5, upon any termination or expiration of the PSA, Business Associate will return all PHI to Covered Entity. Business Associate will retain no copies of PHI (including, but not limited to, paper or electronic copies).

     d. If return or destruction of the PHI is not feasible, Business Associate will notify Covered Entity in writing of the conditions that make its return or destruction not feasible. Business Associate will extend the protections of this Appendix to such PHI and limit further uses and disclosures of such PHI to those purposes that make its return or destruction not feasible, for so long as Business Associate maintains such PHI.

6. Miscellaneous

     a. The parties agree to take such action to amend the PSA and this Appendix from time to time as is necessary for either party to comply with the requirements of HIPAA, the Privacy Rule, and the Security Rule.

     b. The obligations of Business Associate under Sections 5(c) and (d) of this Appendix will survive the termination of the PSA.

IBM/Athena Confidential Schedule B-2

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Budget and Planning Estimate

Schedule C — Charges

This Schedule C sets forth the Charges applicable to the Services to be provided by IBM under the PSA. Such charges may include one-time charges, ramp-up service charges, monthly recurring charges, training charges, pass-thru charges and termination charges.

Capitalized terms used but not defined in this Schedule shall have the same meaning assigned to such terms in the PSA or Schedule A unless the context in which such terms are used in this Schedule require a different meaning.

1.	Service Delivery Locations
	Services will be delivered out of Manila, Philippines and Pune, India. For detail on the types of Services being performed from each location, please refer to Exhibit C-1 (Baselines).
2.	Service Ramp and Volume Schedule
	For detailed description of the projected monthly volume by location please refer to Exhibit C-1 (Baselines). Each service category in this table has been defined as either voice or non-voice.
	All non-voice work will be performed in Pune, India. All voice work will be delivered * from Pune, India and Manila, Philippines. Should Athena make a request to increase voice work in Manila and/or reduce the amount of voice work in Pune, which results in the number of Agents in Manila exceeding the total number of Voice Agents in Pune, India; such excess voice work performed in Manila will be charged *.
	The total number of voice Agents across Philippines and India will be less than * of the total number of Agents.
	Athena will commit to annual minimum charges as reflected by minimum charges amount in Exhibit C-2 (Annual Charges).
3.	Billing Unit and Rates
	For detailed information on billing unit and rates, please refer to Exhibit C-1 (Baselines).
4.	Transaction Based Payments
	For Services which are billed on a per transaction or other per unit basis, as set forth in Exhibit C-1 (Baselines), IBM will invoice Athena in accordance with Section 6 of the PSA for the Services provided during the previous calendar month and also submit to Athena a spreadsheet showing the number of transactions executed during the preceding month as calculated by IBM based on transaction information (“Monthly Transactions Spreadsheet”).
	Athena will be responsible for maintaining the athenaNet application(s) for IBM to perform its responsibilities in the provision of the Services. Should any outage period of athenaNet exceed one hour in duration during a non-maintenance window, and that results in unbillable time for any transaction based operation, IBM will invoice for the outage period based on the average daily volume for the same period for the same operation during the previous week;, not exceeding *.
	Should Athena’s business process or supporting applications, such as athenaNet, change requiring IBM to significantly update the training previously provided to its Agents, the Parties will address such changes via the PCR process.

IBM/Athena Confidential Page 1 of 6

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Budget and Planning Estimate

5.	Hourly Based Payments
	For Services which are billed on an hourly basis, as set forth in the pricing table in Exhibit C-1 (Baselines), IBM will invoice Athena in accordance with Section 6 of the PSA for the applicable Services provided by the mutually agreed minimum number of Agents in the previous month’s forecasting cycle. Athena shall pay IBM for a fixed number of * hours per Agent per month. The Parties acknowledge that the objective is to limit the hourly-based payment method to initial piloting of new Service areas or piloting Services to be performed in a new manner or new location and the terms and conditions in respect of the same shall be mutually agreed between the Parties and set forth in the applicable Schedule or in a change order.
6.	Forecasting
	Athena shall provide IBM with a 12-month rolling volume forecast for the various Services. This forecast will be provided quarterly according to the following schedule:

Forecast Delivery Date	Forecast Period
November 1	January to December
February 1	April to March
May 1	July to June
August 1	October to September

	Forecast volumes are not inclusive of * per month variance buffers within which it is assumed there would be no degradation in Service Level Measurements. Should actual monthly volume be greater than * above the most recent forecast for any given month, IBM will make reasonable effort to staff accordingly for the additional volume. Should the parties find it necessary, they may mutually agree to use the PCR process to authorize IBM to use overtime to respond and achieve additional volume. If the actual transaction/volumes in a month are less than * of that month’s committed forecast, IBM will invoice and Athena shall pay at * of the committed volumes. IBM will accommodate changes to the committed volumes with minimum lead time of * days.
	Should IBM fail to deliver in accordance with the levels of service set forth in Schedule A during the Evaluation Period, the Parties’ respective Project Executives will meet to discuss the matter and determine what reductions, if any, to the ramp forecast may be appropriate.
7.	Foreign Exchange
	Subject to Section 6(b) of the PSA, IBM will calculate and apply an adjustment to the billing rates in Exhibit C-1 (Baselines) annually based upon movements in the underlying currency rates as described below starting on January 1, 2011. IBM has established the billing rates as of the Effective Date based on the foreign exchange rates in the table below as Current Foreign Exchange Rate (CFER).

Service Location	Currency	CFER 1 $U.S. equivalent to:
India	India (Rupee)	47.72	INR
Philippines	Philippines (Peso)	47.55	Pesos

Actual foreign exchange rate (AFER) published in the New York Times as of the last Business Day of the previous calendar year will be used to calculate the rate adjustment. A foreign exchange rate adjustment percentage for each currency will be calculated as follows: ((CFER — AFER) / CFER). *

For example, if the AFER published in the New York Times for India as of December 30, 2010 equals 50.60 INR to 1 USD, the foreign exchange adjusted would be calculated as follows:

*

IBM/Athena Confidential Page 2 of 6

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Budget and Planning Estimate

8.	Economic Cost Adjustment (ECA)
	For purposes of pricing under this Schedule C, the economic index factors set forth below will be used for calculating annual economic cost adjustment for the respective Services based on their location of delivery beginning January 1, 2011. The rates set forth may be adjusted in accordance with Section 6 of the PSA as applicable using these values as a basis:

Service
Location	Source
India	Consumer Price index for All India Urban Non-Manual Employees (UNME) as published by the Government of India, Ministry of Statistics (http://mospi.nic.in/mospi_cpi.htm) (India Price Index)
Philippines	Monthly Consumer Price Index for all Income Households NCR by Commodity Group, as published by Philippines National Statistics Office (http://www.census.gov.ph/data/sectordata/datacpi.html (Philippines National Capital Region Price Index)

	In the event the current source stops publishing the values or substantially changes its content and format, the Parties may substitute another comparable index published by a mutually agreeable source.
	IBM will calculate and invoice Athena for the ECA, if any, starting January 2011 and annually thereafter. In January of each year, beginning 2011, the ECA will be calculated as a percent increase in the index value between the previous two (2) Decembers. *
	The cost of living adjustment in each calendar year shall be determined as follows:
	Adjusted Rate = Prior Rate x (1 + Economic Change Factor) where “Adjusted Rate” means the rates for the calendar year for which the cost of living adjustment is being computed, and “Prior Rate” means the rate set forth in Section 3, as such rate has been adjusted for ECA and foreign exchange adjustment (if any).
	For example, if the December 2009 Base Year Index is 180, and the December 2010 Economic Change Index is 182.6, then beginning January 2011, the ECA Factor would be *
	ECA Factor equals *
	Resource Unit Price equals *
	New Resource Unit Price would be *
9.	Termination Charges
	In the event of termination for convenience by Athena in accordance with Section 4(b) of the PSA, IBM will invoice Athena the applicable termination and wind-down fees on the effective date of the termination as set forth in Exhibit C-3 (Termination for Convenience and Winddown Charges).
	In the event of termination for cause by IBM in accordance with Section 4(c) of the PSA, IBM will invoice Athena the applicable unrecovered investment and wind-down fees set forth in Exhibit C-4 (Termination for Cause Charges).
10.	Composition of Services
	The pricing set forth in this Schedule C is based on the factors affecting the entire portfolio of Services provided under the PSA including the types, quantities and physical locations of such Services. As substantial changes in factors relating to the Services provided under this PSA may impact the economic feasibility of continuing to provide the Services, the parties agree to act in good faith to promptly amend the PSA or applicable Schedules to reflect in equitable adjustment in the terms to restore the economic feasibility of the continued provision of the Services under this PSA.

IBM/Athena Confidential Page 3 of 6

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Budget and Planning Estimate

Exhibit C-1: Baselines.

			Production	Monthly Baseline	Monthly Minimum
Description	Location	Unit	Start Date	Volume	Volume	2009/2010 Rates
*

Exhibit C-2: Annual Charges.

	2009	2010	2011	2012	2013	2014
*

IBM/Athena Confidential Page 4 of 6

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Budget and Planning Estimate

Exhibit C-3: Termination for Convenience and Winddown Charges.

	Termination Charges				Termination Charges
Month	for Convenience	Windows Charges	Total	Month	for Convenience	Windows Charges	Total
*

IBM/Athena Confidential Page 5 of 6

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Budget and Planning Estimate

Exhibit C-4: Termination for Cause and Winddown Charges.

	Termination Charges				Termination Charges
Month	for Convenience	Windows Charges	Total	Month	for Convenience	Windows Charges	Total
*

IBM/Athena Confidential Page 6 of 6

EX-10.28

Exhibit 10.28

MASTER AGREEMENT

FOR

U.S. AVAILABILITY SERVICES

BETWEEN

SUNGARD AVAILABILITY SERVICES LP
(“SunGard”)

AND

ATHENAHEALTH, INC.

A Delaware corporation
(“Customer”)

DATED DECEMBER 1, 2009

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Master Agreement.

SUNGARD AVAILABILITY SERVICES LP		CUSTOMER: ATHENAHEALTH, INC.
By:	/s/ Christopher Coleman	By:	/s/ Carl B. Byers
	Print:          CHRISTOPHER COLEMAN		Print Name: Carl B. Byers
	Print Title: VICE PRESIDENT		Print Title:   SVP & CFO
Date Signed: 12/4/09		Date Signed: December 1, 2009

This agreement is comprised of the general terms and conditions set forth below and the terms and conditions set forth in the services exhibit(s) attached hereto (each a “Services Exhibit”). The general terms and conditions set forth below and the Services Exhibit(s) are referred to collectively as the “Master Agreement” and the services described in the Services Exhibits are referred to collectively as the “Services”. The Services selected by Customer shall be set forth on a schedule(s) which will designate the type of Services it covers by reference to one of the Services Exhibits (each a “Schedule”). Each Schedule entered into hereunder represents a separate contract between SunGard and Customer or one of its Affiliates (as defined below) that Incorporates and is governed by all of the terms of this Master Agreement. Each Schedule may be signed by Customer or one of its Affiliates, and such signer shall be deemed to be “Customer” for purposes of that Schedule, provided that the Customer who signed this Master Agreement shall be jointly and severally liable with such Affiliate for the performance of all obligations under such Schedule. If there is a conflict between the general terms and conditions set forth below, a Services Exhibit, or a Schedule, the order of precedence shall be as follows: 1) the Schedule, 2) the Services Exhibit, and 3) these general terms and conditions. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party for as long as such relationship remains in effect.

THE TERMS OF THIS MASTER AGREEMENT ARE CONFIDENTIAL

GENERAL TERMS AND CONDITIONS.

1. CONTRACT TERM. This Master Agreement shall continue in effect as long as there is a Schedule in effect. The term of a Schedule, and Customer’s rights to use the Services selected on that Schedule, shall begin on the Commencement Date stated in that Schedule and continue in effect for the Agreed Term stated in that Schedule. There shall be no automatic renewals of this Master Agreement or any Schedule to the Master Agreement. Customer acknowledges that SunGard requires this advance notice due to the substantial long-term equipment and facilities commitments SunGard makes in reliance upon its customer contracts. Each Schedule is a non-cancelable contract that may be terminated only in accordance with its express terms.

2. FEES AND EXPENSES. All Monthly or Annual Fees (as defined in a Schedule) shall be invoiced by SunGard in advance at the billing address defined in the Schedule. All other fees, and any out-of-pocket expenses reasonably incurred by SunGard on behalf of Customer shall be invoiced by SunGard as and when incurred. Customer’s payments shall be due within thirty (30) days after receipt of invoice. For any amount not paid when due, Customer will pay interest at the lesser of fifteen percent (15%) per annum or the maximum amount permitted by law. Unless Customer provides a valid tax exemption certificate, Customer shall be responsible for any sales, use, excise or comparable taxes assessed or imposed upon the Services provided or the amounts charged under a Schedule.

3. CONFIDENTIALITY.

(a) All information disclosed by one party to the other in connection with this Master Agreement shall be treated as confidential (“Confidential Information”). With respect to Confidential Information disclosed by one party (“disclosing party”) to the other party (“receiving party”), (i) the receiving party shall hold such Confidential Information in strict confidence using the same standard of care as it uses to protect its own confidential information but not less than a reasonable standard of care, (ii) the receiving party shall not use or disclose such Confidential Information for any purpose except as necessary to fulfill its obligations under a Schedule or this Master Agreement, or except as required by law provided that the disclosing party is given a reasonable opportunity to obtain, at its expense, a protective order (the receiving party shall reasonably cooperate with the disclosing party in connection therewith), (iii) the receiving party shall limit access to such Confidential Information to such of its employees, agents and contractors who need such access to fulfill the receiving party’s obligations under a Schedule, and (iv) the receiving party shall require its employees, agents and contractors who have access to such Confidential Information to abide by the confidentiality provisions of this Master Agreement.

(b) Without limiting the generality of the foregoing, such Confidential Information includes, but is not limited to, (i) with respect to Customer, Customer’s data and software (including Customer NPI as defined below) and the details of Customer’s computer operations and recovery procedures, which may include trade secrets of Customer, data relating to Customer’s clients and client transactions, (ii) with respect to SunGard, SunGard’s physical security systems, access control systems, specialized recovery equipment and techniques, pricing information, Services Guides, and E-Testing Program, which include trade secrets of SunGard, and (iii) with respect to both parties, the terms of this Master Agreement and all Schedules and any detailed information regarding the performance of this Master Agreement or any Schedule.

(c) Confidential Information shall not include information that (i) is or becomes publicly available through no wrongful act of the receiving party, (ii) was known by the receiving party without any obligation of confidentiality at the time of disclosure by the disclosing party, (iii) was obtained by the receiving party from a third party without restriction on disclosure, or (iv) was developed independently by the receiving party.

(d) To effect the purposes of a Schedule, Customer may from time to time provide SunGard with certain “nonpublic personal information” as defined by the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) and the rules and regulations promulgated thereunder (“Customer NPI”). To protect the privacy of Customer NPI pursuant to the requirements of such act, SunGard shall, in addition to complying with the confidentiality requirements set forth above, (i) implement appropriate administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer NPI, protect against any anticipated threats or hazards to the security or integrity of Customer NPI and protect against unauthorized access to or use of Customer NPI that could result in substantial harm or inconvenience to a customer of Customer; and (ii) permit Customer to monitor SunGard’s compliance with the foregoing during Customer’s use of the Services, provided that such monitoring shall not interfere with another customer’s use of SunGard’s services or with SunGard’s operations.

4. TERMINATION.

(a) If either party breaches any of its obligations under a Schedule in any material respect and the breach is not substantially cured within the cure period specified below, then the other party may terminate that Schedule, without penalty, by giving written notice to the breaching party at any time before the breach is substantially cured. If this Master Agreement includes a Recovery Services Exhibit or a Restoration Services Exhibit for Managed IT Services (“RS for MS Exhibit”), then (i) with respect to a breach of SunGard’s obligations to provide the Recovery or Restoration Services to Customer during a Disaster (as such terms are defined in the Recovery Services Exhibit), the cure period shall be five (5) days, and (ii) with respect to Customer’s obligations under the access and use provisions set forth in Sections A.2, A.3 and C of the Recovery Services Exhibit or the RS for MS Exhibit, there shall be no cure period (and SunGard shall have the right to terminate the applicable Schedule immediately). With respect to Customer’s obligations to comply with SunGard’s Network Policies (as defined in the applicable Services Exhibit), the cure period shall be five (5) days. With respect to all other obligations, unless otherwise specified, the cure period shall be thirty (30) days after receipt of written notice describing the breach, provided that, if a longer period is reasonably required to cure the breach and the cure is promptly begun, such cure period shall be extended for as long as the cure is being diligently prosecuted to completion.

(b) If a Schedule is terminated due to an uncured material breach by Customer, or if Customer properly

exercises a right to cancel a Schedule before the end of the Agreed Term for any reason other than due to SunGard’s uncured material breach, then Customer shall (i) pay to SunGard the unamortized balance attributable to any equipment and software purchased by SunGard on behalf of Customer (as designated in the applicable Schedule) and (ii) reimburse SunGard for any cancellation charges for third party services purchased by SunGard on behalf of Customer.

5. LIABILITY AND INDEMNIFICATION.

(a) Each party (“liable party”) shall be liable to the other party for any direct damages caused by any breach of contract, negligence or willful misconduct of the liable party (or any of its employees or agents).

(b) The liable party shall indemnify and hold harmless the other party (and its Affiliates and their respective employees and agents) against any claims, actions, damages, losses or liabilities to the extent arising from any breach of contract, negligence or willful misconduct of the liable party (or any of its employees or agents).

(c) In addition, SunGard shall indemnify and hold harmless Customer against any claims, actions, damages, losses or liabilities to the extent arising from infringement of any U.S. patent, copyright or other proprietary right resulting from Customer’s use of intellectual property developed or owned by SunGard and used to provide the Services. In addition to the foregoing indemnification, SunGard’s liability with respect to this Section 5(c) is limited to making the Services non-infringing or arranging for Customer’s continued use of the Services, provided that, if both of the foregoing options are commercially impracticable for SunGard, then upon written notice to Customer, SunGard may cancel the affected portion of the Services and refund to Customer any prepaid fees for such Services. With respect to intellectual property of third parties that is used by SunGard to provide the Services, SunGard will, to the extent possible, provide to Customer the full benefit of all applicable warranties and indemnities granted to SunGard by such third parties.

(d) In addition, Customer shall indemnify and hold harmless SunGard against any claims, actions, damages, losses or liabilities to the extent arising from (i) infringement of any U.S. patent, copyright or other proprietary right attributable to Customer’s data, content, software or other materials, (ii) Customer’s use of any Services in violation of any law, rule or regulation, (iii) Customer’s violation of any of SunGard’s Network Policies (as defined in the applicable Services Exhibit), or (iv) Customer’s use, control or possession of any Mobile Resources at non-SunGard facilities.

(e) An indemnifying party shall have no obligation for indemnification unless the other party promptly gives written notice to the indemnifying party after any applicable matter arises and allows the indemnifying party to have sole control of the defense or settlement of any underlying claim; provided that the indemnifying party may not settle a claim without the other party’s prior written consent. Notice will be considered prompt as long as there is no material prejudice to the indemnifying party.

6. LIMITATION OF LIABILITY

(a) Under no circumstances shall either party be liable for lost revenues, lost profits, loss of business, or consequential, indirect, exemplary, special or punitive damages of any nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, and whether or not the possibility of such damages is foreseeable; provided that this exclusion shall not apply to (i) the party’s respective confidentiality obligations under Section 3, (ii) SunGard’s indemnification obligations under Section 5(b) with respect to willful misconduct and under Section 5(c), and (iii) Customer’s indemnification obligations under Section 5(b) with respect to willful misconduct and under Section 5(d). Customer acknowledges and agrees that for the purposes of this section, “lost profits” and “lost revenues” does not include its payment obligations to SunGard pursuant to this Master Agreement.

(b) Except for SunGard’s indemnification obligations under Section 5(b) with respect to willful misconduct and under Section 5(c), SunGard’s total liability under a Schedule, whether in contract, tort (including negligence or strict liability), or otherwise, shall not exceed (i) the actual Monthly Fees paid by Customer to SunGard under that Schedule for the most recent eighteen (18) month period, or (ii) in the case of Professional Services, the actual service fees paid by Customer for the Professional Services under that Schedule.

(c) Except for any direct damages caused by SunGard’s negligence or willful misconduct, or in the case of Managed IT Services, SunGard’s breach of contract, SunGard shall have no liability for any damage to, or loss or theft of, any of Customer’s tangible property located at a SunGard facility or in a SunGard vehicle.

(d) Except for any direct damages caused by SunGard’s negligence or willful misconduct, or in the case of Managed IT Services, SunGard’s breach of contract, SunGard shall have no liability for any of Customer’s data, content, software or other materials located, used or restored at a SunGard facility or in a SunGard vehicle, or transmitted using SunGard’s Network Services. If Customer’s data is damaged, lost or stolen as a result of SunGard’s breach of contract or negligence, then SunGard shall be liable to Customer only for Customer’s documented out-of-pocket expenses incurred to recreate such data. The foregoing sentence shall not supersede or otherwise amend SunGard’s liability for a breach of its obligations under Section 3 (Confidentiality) herein. Under no circumstances will SunGard be considered the official custodian or record keeper of Customer’s data for regulatory or other purposes.

(e) WITH RESPECT TO EACH SCHEDULE, EXCEPT AS SPECIFICALLY STATED IN THIS MASTER AGREEMENT OR SUCH SCHEDULE, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, NONINTERFERENCE OR NON-INFRINGEMENT.

7. FORCE MAJEURE. Neither party shall be liable for, nor shall either party be considered in breach of this Master Agreement or any Schedule due to, any failure to perform its obligations as a result of a cause beyond its control, including any natural calamity, act of God or a public enemy, act of any

military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other utility, failure to perform by any supplier or other third party, or other cause which could not have been prevented with reasonable care.

8. NOTICE. All notices, consents and other communications under this Master Agreement shall be in writing and shall be deemed to have been received on the earlier of (a) the date of actual receipt at the designated street address, (b) the first business day after being sent to the designated street address by a reputable overnight delivery service, or (c) the third business day after being mailed to the designated street address by first class mail. Any notice may be given by e-mail to the designated e-mail address or by fax to the designated fax number, provided that a signed written confirmation is received at the designated street address within seventy-two (72) hours thereafter. Disaster declaration notice (as described in the Recovery Services Exhibit) may be given orally, provided that a signed written confirmation is received at the applicable recovery facility within twenty-four (24) hours thereafter. Communications sent to any street address, e-mail address or fax number other than those designated in this Master Agreement or the applicable Schedule shall not be valid. Customer’s street address, e-mail address and fax number for notice are stated in the applicable Schedule. SunGard’s street address for notice is 680 East Swedesford Road, Wayne, Pennsylvania 19087, Attention: Contract Administration. SunGard’s e-mail address for notice is contract.admin@sungard.com. SunGard’s fax number for notice is 1-610-225-1125.

9. PUBLICITY. Neither party will, without the other party’s prior written consent, (a) use the name, trademark, logo or other identifying marks of the other party in any sales, marketing or publicity activities or materials, or (b) issue any press release, interviews or other public statement regarding this Master Agreement or any Schedule; provided that either party may publicly refer to the other by name as a vendor or customer and may disclose the existence and general nature of this Master Agreement (but not any of the specific terms of this Master Agreement or any Schedule or any detailed information regarding the performance of this Master Agreement or any Schedule). Notwithstanding the foregoing, either party may disclose the general terms and length of term of this Master Agreement to such party’s current and prospective business partners and investors provided that prior to the disclosure of the Confidentiality Information in Section 3 described above, such party’s current and prospective business partners and investors will execute or have executed an agreement with such party whereby that party’s current and prospective business partners agree (i) that it will not use the Confidential Information for any purpose other than stated herein and (ii) that it will not share the Confidential Information with any of its affiliates nor any persons not having a need to know the Confidential Information. In addition, notwithstanding the other party’s consent to the disclosure, the party disclosing Confidential Information to its current and prospective business partners and investors agrees to indemnify the other party for any damages, losses, claims, actions or liabilities to the extent arising from any third party’s unauthorized use of the Confidential Information. In addition, Customer may disclose the terms of this Master Agreement, but only to the extent necessary, to comply with applicable securities laws. In such event, Customer shall reasonably co-operate with SunGard in determining which terms of this Master Agreement need to be disclosed to the necessary securities authorities.

In addition, notwithstanding the other party’s consent to the disclosure, the party disclosing Confidential Information to its current and prospective business partners and investors agrees to indemnify the other party for any damages, losses, claims, actions or liabilities to the extent arising from any third party’s unauthorized use of the Confidential Information. In addition, Customer may disclose the terms of this Master Agreement, but only to the extent necessary to comply with applicable securities laws. In such event, Customer shall reasonably co-operate with SunGard in determining which terms of this Master Agreement need to be disclosed to the necessary securities authorities.

10. ENTIRE UNDERSTANDING. This Master Agreement states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, negotiations and other written or oral communications between the parties with respect to its subject matter. Each Schedule states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, negotiations and other written or oral communications between the parties with respect to its subject matter. No modification of this Master Agreement or any Schedule, and no waiver of any breach of this Master Agreement or any Schedule, shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Master Agreement or any Schedule, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach thereof. Any purchase order submitted by Customer to SunGard shall be used only for invoice processing purposes and shall have no legal effect.

11. PARTIES IN INTEREST. Neither party may assign this Master Agreement or any Schedule, or any rights or obligations thereunder, without the prior written consent of the other party, which will not be unreasonably withheld; provided that either party may assign any Schedule to an Affiliate by giving prior written notice to the other party, and assign this Master Agreement and any Schedule hereto as part of a corporate reorganization, consolidation, merger, change of control with respect to its outstanding stock, or sale of substantially all of its assets, provided however that (i) the financial condition of any such successor entity or purchaser, as applicable, shall not have a material adverse effect on the ability of SunGard to receive contracted payments under this Master Agreement or any Schedule thereto as a result of such assignment or transfer and (ii) any such successor entity or purchaser, as applicable, agrees to be bound by the obligations set forth in this Master Agreement. This Master Agreement and each Schedule shall bind, benefit and be enforceable by and against both parties and their respective successors and permissible assigns. No third party shall be considered a beneficiary of, or entitled to any rights under, this Master Agreement or any Schedule.

12. CONSTRUCTION. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY SUBSTANTIVE PENNSYLVANIA LAW. This choice of governing law shall not be considered determinative of the jurisdiction or venue of any action between the parties. In any action relating to this Master Agreement or any Schedule, (a) each of the parties irrevocably waives the right to trial by jury, (b) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the designated street address at which the party is to receive

notice in accordance with Section 8 of this Master Agreement, and (c) the prevailing party shall be entitled to recover its reasonable attorney’s fees (including, if applicable, charges for in-house counsel), court costs and other legal expenses from the other party. A determination that any term of this Master Agreement or any Schedule is invalid or unenforceable shall not affect the other terms thereof. Section headings are for convenience of reference only and shall not affect the interpretation of this Master Agreement or any Schedule. The relationship between the parties created by this Master Agreement or any Schedule is that of independent contractors, and not partners, joint venturers or agents. Sections 3, 5, 6 and 12 shall survive any termination of this Master Agreement or any Schedule.

13. ENFORCEMENT. Each party acknowledges that the provisions of this Master Agreement regarding confidentiality and access to and use of the other party’s resources are reasonable and necessary to protect the other party’s legitimate business interests. Each party acknowledges that any breach of such provisions shall result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach of such provisions, then the injured party shall be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach. The existence of any claim or cause of action that a party (or any other person involved in the breach) may have against the other party shall not constitute a defense or bar to the enforcement of such provisions.

^©2008 SunGard Availability Services LP, all rights reserved.
MSA0608

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omission.

Schedule Number 3003703300 v. 1.0
For Managed IT Services Governed by
Master Agreement for U. S. Availability Services
Between
SunGard Availability Services LP and ATHENAHEALTH

Dated December 1, 2009

Page 1 of 4

Schedule Reference Name: Scottsdale Data Center

This is a new Schedule having an Agreed Term of 26 months with a Commencement Date of December 1, 2009.

SUMMARY OF SERVICES AND FEES

Selected Services
Hosting Services
Network Services
Security Services
One-Time Fee		$ *
Monthly Fee	See Billing Schedule

All One-Time Fees will be invoiced to Customer upon counter-execution of the Schedule by SunGard and are due in accordance with the Master Agreement.

BILLING SCHEDULE

Invoice From:	Monthly Fee:
12/01/2009	$	*
02/01/2010	$	*
02/01/2011	$	*

Section 2, Fees and Expenses, of Master Agreement is amended by deleting the last sentence of the Section during the current Agreed Term of the Schedule.

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Schedule and ratify the terms of the Master Agreement.

SUNGARD AVAILABILITY SERVICES LP		ATHENAHEALTH
By:	/s/ Christopher Coleman	By:	/s/ Carl B. Byers
	Print Name: Christopher Coleman		Print Name: Carl B. Byers
	Print Title:   Vice President		Print Title:   SVP & CFO
Date Signed: 12/4/09		Date Signed: December 1, 2009

DOC ID: 3003703300 VER.: 1.0
ACCOUNT NUMBER: 64256 QUOTE ID: 102519
PRINTED: NOV. 23, 2009 10:33:08 AM

THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omission.

Schedule Number 3003703300 v. 1.0
For Managed IT Services Governed by
Master Agreement for U. S. Availability Services
Between
SunGard Availability Services LP and ATHENAHEALTH

Dated December 1, 2009

Page 2 of 4

This Schedule is subject to the terms and conditions of the Managed IT Services Exhibit version MITS-0109.

CUSTOMER INFORMATION
BILL TO ADDRESS:	311 ARSENAL STREET, WATERTOWN, MA 02472 US GEORGE SMITH
NOTIFICATION ADDRESS:	311 ARSENAL STREET, WATERTOWN, MA 02472 US GEORGE SMITH
DESIGNATED SUNGARD FACILITY:	*

DOC ID: 3003703300 VER.: 1.0
ACCOUNT NUMBER: 64256 QUOTE ID: 102519
PRINTED: NOV. 23, 2009 10:33:08 AM

THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omission.

Schedule Number 3003703300 v. 1.0
For Managed IT Services Governed by
Master Agreement for U. S. Availability Services
Between
SunGard Availability Services LP and ATHENAHEALTH

Dated December 1, 2009

Page 3 of 4

Qty		Hosting Services
	20	Hardware Installation Service
	5	Operational Support Services (Hours per Month)
	2	Secure Cabinet (208/220V 30A 3-Phase)

Qty		Network Services
	1	*	Usage Based Fee	$*	1
	1	*
	2	*
	1	*
	1	*
	1	*

Qty		Security Services
	1	*
	1	*
	1	*

DOC ID: 3003703300 VER.: 1.0
ACCOUNT NUMBER: 64256 QUOTE ID: 102519
PRINTED: NOV. 23, 2009 10:33:08 AM

THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL

Schedule Number 3003703300 v. 1.0
For Managed IT Services Governed by
Master Agreement for U. S. Availability Services

Between

SunGard Availability Services LP and ATHENAHEALTH

Dated December 1, 2009

Page 4 of 4

FOOTNOTES

1. Usage Fee per Mbps over Committed Bandwidth Tier Level.

DOC ID: 3003703300 VER.: 1.0
ACCOUNT NUMBER: 64256 QUOTE ID: 102519
PRINTED: NOV. 23, 2009 10:33:08 AM

THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL

MANAGED IT SERVICES EXHIBIT TO THE
MASTER AGREEMENT for U.S. AVAILABILITY SERVICES
Dated December 1, 2009

A. POLICIES AND SERVICES GUIDE

The services provided under this Exhibit shall at all times be used in compliance with SunGard’s then-current general policies and guidelines (“General Policies”) and the policies and guidelines of SunGard’s underlying telecommunications providers (“Network Policies”) (collectively, the General Policies and Network Policies are sometimes herein referred to as “Policies”). Customer agrees to be bound by the Policies, as amended. All Policies, including change management policies and procedures, and additional detail regarding the specifications of the service offerings, are set forth in SunGard’s Services Guide, which is available to Customer at SunGard’s customer portal http://www.MySunGard.com (“Portal”). In addition, all implementation services which are included as part of a service offering, are detailed in the Services Guide.

Upon completion and full execution of a Managed IT Services Schedule, Customer will receive access to the Portal. Upon receiving access, Customer shall enter the Portal and subscribe to the Services Guide in accordance with the instructions specified in the Portal and shall provide an email address(es) electronically so that notices of changes to the Services Guide will automatically be sent to the email address(es) provided. The email will notify Customer that the Services Guide has been changed and upon accessing the Services Guide, the cover page will indicate the Section(s) modified, deleted or added.

B. HOSTING SERVICES

1. Space

a. SunGard hereby grants to Customer the right to use the Space (as defined in the Schedule) for the placement and maintenance of the computer and communications equipment specified in the Schedule (“Equipment”) which may be interconnected to the Network Services offered by SunGard (as defined herein) or to other communications carriers via facilities offered by SunGard. The Equipment and any necessary software (“Software”) may be provided by Customer (“Customer-provided Equipment” or “Customer-provided Software”) or by SunGard (“SunGard-provided Equipment” or “SunGard-provided Software”) as specified in the Schedule. Customer acknowledges that the Space shall be used in accordance with the Equipment vendor’s specifications for electrical, airflow, and clearance.

With the exception of the Full Infrastructure Management Space option, as defined herein, if Customer desires to install Equipment in the Space that exceeds the vendor specification(s), SunGard reserves the right to require Customer to contract for additional Space. This Exhibit does not create any interest in real estate and is strictly an agreement for the provision of services, which are personal in nature to the parties. The Monthly Fees and any other fees in connection with Customer’s use of the Space are set forth in the Schedule. Customer’s use of the Space shall not interfere with any other SunGard customer’s use of SunGard’s facilities. Customer represents and warrants that it has the full legal right to utilize any Customer-provided Equipment and Software. The Equipment shall operate on conditioned UPS-based power with transparent and immediate access to a backup power source capable of sustaining power to the Equipment during any interruption to the primary power source.

b. SunGard shall perform such janitorial services, environmental systems maintenance, power plant maintenance and other services as are reasonably required to maintain the facility in which the Space is located in good condition suitable for the placement of Equipment. With the exception of the Full Infrastructure Management Space option (as defined herein), Customer shall keep the Space clear of all refuse, cardboard or any potentially hazardous material. Customer shall maintain the Space in an orderly and safe condition, and shall return the Space to SunGard at the conclusion of the Agreed Term as defined in the Schedule in the same condition (reasonable wear and tear excepted) as when such Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED HEREIN, THE SPACE SHALL BE DELIVERED AND ACCEPTED “AS IS”. THE SPACE SHALL BE IN SECURE FACILITIES MONITORED TWENTY-FOUR (24) HOURS PER DAY, SEVEN (7) DAYS PER WEEK BY ON-SITE STAFF, WITH CARD KEY ACCESS AND CLOSED CIRCUIT TV MONITORING, CONDITIONED POWER UTILIZING UPS SYSTEMS AND BACK-UP POWER GENERATOR CAPABILITY (“INFRASTRUCTURE”). SunGard represents that it will not materially diminish such Infrastructure at the Designated SunGard Facility (as defined in the Schedule) during the Agreed Term. At its sole risk and expense, Customer shall be responsible for installation of the Customer-provided Equipment in the Space, unless Customer elects to contract for Hardware Installation Services as set forth herein. If Customer elects to contract for Hardware Installation Services, then SunGard shall be responsible for the installation of the Customer-provided Equipment to the extent provided herein. At its sole risk and expense, Customer shall be responsible for installation of Customer-provided Software in the Space. Upon termination or expiration of the Schedule, Customer shall be responsible for removal of the Customer-provided Equipment and Software from the Space within ten (10) business days of such termination or expiration.

c. In addition to the Policies, Customer shall abide by any posted rules relating to the use of, access to, or security measures respecting the Space. The Customer-provided Equipment shall be installed, operated, inspected, maintained, repaired, replaced and removed only by qualified agents of Customer who are properly licensed, if applicable, a list of whom shall be provided to SunGard in advance of any such activity. Customer shall not permit any liens to be placed against all or any portion of the Space or any SunGard-provided Equipment or Software. Customer shall not make any material alterations to the Space without the prior written consent of SunGard. In the event that unauthorized parties gain access to the Space through access cards, keys or other access devices provided to Customer (“Access Devices”),

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Customer shall be responsible for any damages incurred as a result thereof. Customer shall be responsible for the cost of replacing any Access Devices lost or stolen after delivery thereof to Customer.

If Customer fails to pay SunGard any amounts due under a Schedule, and such failure continues for more than thirty (30) days after receipt of SunGard’s written notice of nonpayment, included in SunGard’s right to terminate Customer’s use of the Space is the right to disconnect and remove any or all of the Equipment from the Space (including any data or Software resident on such Equipment), and store any Customer-provided Equipment in any reasonable location for a period not to exceed six (6) months and assess Customer reasonable charges for such storage. Upon conclusion of the six (6) month period, SunGard may dispose of such Equipment without liability to Customer. SunGard may redeploy any SunGard-provided Equipment in any manner in its sole discretion and shall delete all Customer data residing on such SunGard-provided Equipment before redeployment. Any of Customer’s data or Software resident on Customer-provided Equipment shall be removed, stored and/or disposed of in the manner and for the period specified above for Customer-provided Equipment. Exercise of any of the above rights by SunGard shall not relieve Customer of any of its payment obligations under the Master Agreement.

d. SunGard reserves the right to change the location or configuration of the Space, at SunGard’s sole expense, within the Designated SunGard Facility or to another SunGard facility; provided, however, that SunGard shall not arbitrarily or discriminatorily require such changes. SunGard and Customer shall work in good faith to minimize any disruption to Customer’s Services that may be caused by such change in location or configuration of the Space. If the location of the Space is to be moved to another SunGard facility, SunGard shall provide Customer with at least ninety (90) days prior written notice of such relocation and Customer shall have the right to (a) elect to be relocated to another SunGard facility, or (b) elect to terminate the Schedule without penalty. Customer shall provide SunGard with written notice of its decision regarding the preceding sentence within thirty (30) days after receipt of SunGard’s written notice. In addition, SunGard reserves the right to upgrade or modify the infrastructure used to provide the Services provided that any such change will not adversely affect Customer’s environment in the Space.

e. Prior to Customer’s occupancy, and during the Agreed Term of the Schedule, Customer shall procure and maintain the following minimum insurance coverage: (i) Workers’ Compensation in compliance with all applicable statutes of appropriate jurisdiction; Employer’s Liability with limits of $500,000 each accident; (ii) Commercial General Liability with combined single limits of $1,000,000 each occurrence, and a $2,000,000 general aggregate limit; and (iii) “All Risk” Property insurance covering the Customer-provided Equipment located in the Space. Customer shall provide to SunGard a certificate of insurance demonstrating that it has obtained the required insurance coverage prior to Customer’s occupancy of the Space. Such certificate shall contain a statement that Customer shall notify SunGard of any material changes or cancellation promptly. Customer shall require any contractor entering the Space on its behalf to procure and maintain the same types and amounts of insurance as set forth in this section.

f. With the exception of the Full Infrastructure Management Space option (as defined herein), SunGard shall provide to Customer (including any of its employees, agents and other authorized representatives as Customer may from time to time reasonably designate in writing), access to the part of the Designated SunGard Facility from which SunGard is providing the Space, twenty-four (24) hours per day, seven (7) days per week, including statutory holidays. All of Customer’s designees shall adhere to SunGard’s Policies.

g. Space Options — Customer may subscribe to any of the following options available relating to Space: (i) SunGard-provided 19” Cabinet; (ii) Secure Cabinet; (iii) Secure Space; (iv) Secure Cage; and (v) Secure Suite.

(i) SunGard-provided 19” Cabinet — The SunGard-provided 19” Cabinet option includes: (i) a minimum of 42 U EIA rack space for the Equipment; (ii) proper air ventilation for the Equipment; (iii) two (2) stationary equipment shelves; and (iv) security by lock and key, managed by SunGard.

(ii) Secure Cabinet — The Secure Cabinet option includes: (i) a SunGard-provided 19” Cabinet (as defined above); (ii) Space to support the SunGard-provided Cabinet; (iii) and the redundant power configuration as set forth in the Schedule with the corresponding voltage (“V”) and amperage (“A”).

(iii) Secure Space — The Secure Space option includes the amount of Space in the square feet increments defined in the Schedule and: (i) one (1) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Space option in the Schedule or one (1) Standard Power Circuit (as defined herein) for each Cabinet installed in the Secure Space; and (ii) five (5) hours of Operational Support Services (as defined herein) per month.

(iv) Secure Cage — The Secure Cage option includes the amount of Space defined in the Schedule or the amount of Space necessary to install the number of Cabinets as set forth in the Schedule and: (i) perimeter metal fence with an access door; (ii) security by lock and key, managed by SunGard; (iii) one (1) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Cage option in the Schedule or one (1) Standard Power Circuit (as defined herein) per Cabinet installed in the Secure Cage; and (iv) five (5) hours of Operational Support Services (as defined herein) per month.

(v) Secure Suite — The Secure Suite option includes the amount of Space defined in the Schedule for the number of cabinets as set forth in the Schedule. The Secure Suite option includes: (i) perimeter metal fence or perimeter walls with an access door; (ii) private security with card key and pin code or by lock and key; (iii) one (1) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Suite option in the Schedule or one (1) Standard Power Circuit (as defined herein) for each cabinet installed in the Secure Space; and (iv) ten (10) hours of Operational Support Services (as defined herein) per month.

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3. Support Services

a. Hardware Installation Services. SunGard shall provide Hardware Installation Services for the number of devices set forth in the Schedule. Hardware Installation Services include the one-time installation of hardware devices and do not include on-going support. Hardware Installation Services include: (i) the unpacking and installation of the Equipment into nineteen inch (19”) computer racks or cabinets in

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accordance with hardware vendor recommendations and Customer requirements; (ii) the installation of network cables and cross-connects; and (iii) floor cutouts, as necessary.

b. Operational Support Services. SunGard will provide Customer with access to technical personnel to assist Customer on a 24x7x365 basis for the number of hours per month as set forth in the Schedule. In the event that Customer exceeds the number of hours indicated in the Schedule in any month, Customer may then elect to have SunGard attempt to resolve the problem on a time and materials basis at SunGard’s then prevailing hourly rate. Operational Support Services shall include: (i) the execution of a command or series of commands as directed by Customer to determine operating status or to facilitate configuration changes; (ii) enlisting of vendor support as requested by Customer and as available pursuant to Customer’s agreement with the applicable vendor; (iii) visual inspection of Equipment and power up, restart or reboot as directed by Customer; (iv) insertion and ejection of media as directed by Customer; and (v) preparation of media for pickup at the Designated SunGard Facility as requested by Customer. Customer is responsible for providing all media, related materials, storage containers, procedures and any off-site storage contract for the media.

c. Equipment Management Services. SunGard shall provide Equipment Management Services for the Equipment set forth in the Schedule. Equipment Management Services include: (i) resolution of detected Equipment failures; (ii) coordination of preventative maintenance; (iii) installation of microcode or firmware upgrades; (iv) power cycling or reboot; (v) issuance of software or firmware commands; and (vi) physical inspection of all Equipment components. With respect to Customer-provided Equipment, Customer is responsible for obtaining the consent of the maintenance vendor in order for SunGard to act as Customer’s agent.

d. SunGard-provided Equipment. If necessary in support of certain Services, SunGard may install certain SunGard-provided Equipment in Customer’s Space.

4. Server Services. For all Services listed in this Section, Customer shall place Customer-provided Equipment and Customer-provided Software under a valid maintenance contract with the original equipment/software manufacturer for 24x7x365 support with four (4) hour onsite response time. In the event that Customer elects to contract for an Operating System license under SunGard’s Software Licensing Services (as defined herein), SunGard shall provide a valid maintenance contract for the Operating System license with the original software manufacturer. If Customer elects to contract for maintenance services with a vendor other than the original equipment/software manufacturer, Customer is responsible for all issues arising as a result thereof and associated obligations.

Customer acknowledges that for SunGard to provide Server Services, Customer’s server(s) must be configured with a drive capable of reading a CD-ROM to facilitate the installation of utility software on the disk volume where the operating system resides. Customer must subscribe to Data Back-up Services (as defined herein) or Vaulting Services — Restoration Support Option (as defined herein) and provide a minimum of one (1) dedicated network interface per server for administration and monitoring, as well as one (1) dedicated network interface per server for Data Back-up Services (as defined herein) in order to receive Server Services. Customer acknowledges that SunGard will install utility software on the server(s) on which the operating system resides.

As an option, Customer may elect to contract for Extended Services for Operating System Management Services (as defined below) which provide support for direct attached storage device(s). Extended Services for Operating System Management Services include: (i) the configuration of the direct attached storage; and (ii) the installation of the connection between the server(s) and the direct attached storage.

a. Operating System Management Standard Services. SunGard shall provide Operating System Management Standard Services for the number of servers set forth in the Schedule. Operating System Management Standard Services includes Advanced Monitoring Services — Operating System (as defined herein) and as requested by Customer and in accordance with Customer’s written instructions: (i) the initial base operating system build on the server; (ii) operating system patch maintenance and reporting; (iii) resolution of detected operating system failures; (iv) Hardware Installation Services (as defined herein); (v) Equipment Management Services (as defined herein); (vi) configuration of operating system level backups; and (vii) tracking of physical inventory and installed patches for the servers/devices under contract with SunGard. In order for SunGard to provide Operating System Management Standard Services, Customer shall provide SunGard with ROOT or ADMIN security access.

b. Operating System Management Advanced Services. SunGard shall provide Operating System Management Advanced Services for the number of servers and partitions set forth in the Schedule. Operating System Management Advanced Services include: (i) the initial operating system build on the server; (ii) Advanced Monitoring Services — Operating System (as defined herein); (iii) operating system patch maintenance, if available from the vendor, and upon Customer request; (iv) resolution of detected operating system failures; (v) Hardware Installation Services (as defined herein); (vi) Equipment Management Services (as defined herein); (vii) operating system configuration changes upon Customer request; (viii) configuration of operating system level backups; (ix) tracking of physical inventory and installed patches for the managed servers; and (x) management of ROOT or ADMIN security access. Customer must provide SunGard with exclusive control of root security access to be eligible for the Service Level Commitment specified in Section J. In order for SunGard to provide Operating System Management Advanced Services, Customer shall provide SunGard with ROOT or ADMIN security access.

c. Operating System Management Enterprise Services. SunGard shall provide Operating System Management Enterprise Services for the number of enterprise class servers and partitions set forth in the Schedule. Enterprise class servers are servers that are configured with a SunGard-supported clustering technology and/or servers capable of running multiple OS instances on one hardware platform. OS instances are isolated from each other through logical (software/firmware) and/or physical (hardware) partitioning. Operating System Management Enterprise Services include: (i) Operating System Management Advanced Services; (ii) management of the separate partitions on the server; and (iii) management of SunGard-supported clustering technology as set forth in the Services Guide. In order for SunGard to provide Operating System Management Enterprise Services, Customer may be required to provide the appropriate management console (hardware and software) to manage the servers with logical and/or physical partitions.

5. Application Services. For all Services listed in this Section, Customer shall place Customer-provided Equipment and Customer-provided Software under a valid maintenance

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

contract with the original equipment/software manufacturer for 24x7x365 support with four (4) hour onsite response time. In the event that Customer elects to contract for an application license under SunGard’s Software Licensing Services (as defined herein), SunGard shall provide a valid maintenance contract for the application license with the original software manufacturer. If Customer elects to contract for maintenance services with a vendor other than the original software vendor, Customer is responsible for all issues arising as a result thereof and associated obligations. In order to be eligible for Application Services, Customer must contract for Operating System Management Advanced or Enterprise Services, Data Back-up Services (as defined herein) or Vaulting Services — Restoration Support Option (as defined herein), and provide a minimum of two (2) dedicated network interfaces per physical server for connectivity to SunGard’s backup and management networks.

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b. Managed Database Services. SunGard shall provide Managed Database Services for the number of servers and instances set forth in the Schedule. Managed Database Services include: (i) Advanced Monitoring Services — Database (defined herein); (ii) the initial database build on the server; (iii) database software patch maintenance and tracking including one (1) version upgrade per contract year, if available from the database vendor, and upon Customer request; (iv) resolution of detected database failures; (v) table compaction or reorganization upon Customer request; (vi) database configuration changes upon Customer request; and (vii) management of database security access in accordance with Customer-provided written specifications. In addition to the specific Services defined above for Managed Database Services, if Customer also contracts with SunGard for Data Back-up Services, SunGard will define and implement database backup and restore methodology.

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f. Application Support — System Utility Services. SunGard shall provide Application Support — System Utility Services for the application(s) set forth in the Schedule. Application Support — System Utility Services include: (i) installation of releases, maintenance uplifts and patches upon Customer request; (ii) one (1) version upgrade per contract year, if available from utility software vendor and upon Customer request; (iii) resolution of detected utility software failures reported by Customer or detected by SunGard; (iv) utility software configuration changes upon Customer request; and (v) management of ROOT security access, if applicable to the utility. This Service is only available for servers under contract with SunGard for Server Services (as defined herein) and utility applications currently supported by SunGard as set forth in the Services Guide.

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C. NETWORK SERVICES

1. Network services include those network services and Internet Access Services (as defined below) set forth in the Schedule and as described below (“Network Services”). Network Services are only available to a customer who has subscribed to other Service(s) under this Exhibit. The Network Services set forth in the Schedule shall be made available to Customer on an exclusive, 24-hour a day, 7-days per week basis (excluding downtime attributable to previously scheduled routine and preventative maintenance). All circuits will be connected between the entry point on the SunGard network, as designated and coordinated by SunGard (“Point of Presence”), and the Designated SunGard Facility set forth in the Schedule. If selected on a Schedule, SunGard shall provide connectivity between the Customer location set forth in the Schedule to the Point of Presence.

2. Internet access services provide Customer with access to the Internet from the Designated SunGard Facility set forth in the Schedule (“Internet Access Services”). The Internet is not owned, operated or managed by, or in any way affiliated with, SunGard or any of SunGard’s affiliates. The Internet is an international computer network of both Federal and non-Federal inter-operable packet switched data networks. SunGard cannot and does not guarantee that the Internet Access Services will provide Internet access that is sufficient to meet Customer’s needs. Customer agrees that its use of the Internet is solely at its own risk and is subject to all applicable local, state, national and international laws and regulations (“Applicable Laws”). Customer represents and warrants that it will comply with all Applicable Laws in its use of the Internet Access Services.

3. Customer hereby acknowledges receipt of SunGard’s Network Policies and agrees to comply with such Policies at all times while utilizing the Network Services. Customer acknowledges that SunGard may from time-to-time revise its Network Policies, and any revisions will be communicated to Customer by posting on the Portal or via email notification. Customer also acknowledges that a breach of any of the Network Policies may result in the termination of the Network Services if any such breach is not cured within twenty-four (24) hours of SunGard’s written notice of such breach to Customer. SunGard shall have no liability to Customer for any restriction or termination of the Network Services pursuant to Customer’s violation of the Network Policies.

4. Network addresses assigned from a SunGard IP network block are non-portable. Network space allocated to Customer by SunGard must be returned to SunGard in the event Customer discontinues Internet Access Services as defined in this Exhibit for any reason, or upon expiration or cancellation of the Schedule.

5. Managed Internet Access Services. Managed Internet Access Services provide Customer with a dedicated IP connection of Committed Bandwidth Tier Level (as defined in the Schedule) as selected by Customer. Customer can contract to burst above the selected Committed Bandwidth Tier Level up to the Burstable Limit set forth in the Schedule (“Incremental Burstable Limit”), subject to available bandwidth on SunGard’s network. Customer’s selected Committed Bandwidth Tier Level as well as the associated Incremental Burstable Usage Fees are specified in the Schedule. Customer’s monthly billing is based on the Committed Bandwidth Tier Level and the actual level of sustained burstable usage (“Burstable Usage”). An Incremental Burstable Usage Fee will be charged for each Mbp exceeding the contracted Committed Bandwidth Tier Level. All Incremental Burstable Usage Fees are invoiced monthly in arrears. Customer’s Burstable Usage level is determined by traffic samples taken every five (5) minutes over the course of a month. The traffic samples are ranked from highest to lowest with the top five-percent (5%) discarded to account for temporary traffic bursts. The level at which ninety-five (95%) of the samples fall, will be the Customer’s Burstable Usage for that month and will determine the Customer’s total Incremental Burstable Usage Fees. Burstable Usage will be determined based upon Customer’s utilization data as maintained by

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

SunGard. In addition, Managed Internet Access Services include domain name administration services for up to ten (10) primary and/or secondary Customer domain(s).

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7. Dedicated Transport Services. SunGard shall provision third party telecommunications circuit(s) for Customer as set forth in the Schedule. Dedicated Transport Services include: (i) provisioning and installation of dedicated SunGard or third party circuit(s); and (ii) port connections from SunGard’s network distribution center to the Equipment situated in the Space.

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9. Managed Load Balancing Services. SunGard shall provide Managed Load Balancing Services for the number of load balancer devices within a single Designated SunGard Facility as set forth in the Schedule. Managed Load Balancing Services include: (i) Equipment Management Services (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) load balancer policy configuration upon Customer request; (iv) resolution of load balancer problems; and (v) Hardware Installation Services (as defined herein).

10. Geographic Load Balancing Services. SunGard shall provide Geographic Load Balancing Services for the number of load balancer devices situated across multiple Designated SunGard Facilities as set forth in the Schedule. Geographic Load Balancing Services include: (i) Equipment Management (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) load balancer policy configuration upon Customer request; (iv) resolution of load balancer problems; and (v) Hardware Installation Services as defined herein.

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D. STORAGE SERVICES

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1. SAN Services. SunGard shall provide storage area network services (“SAN Services”) for the amount of storage in gigabytes (“GB”) or terabytes (“TB”) and in association with the specific servers (target servers) set forth in the Schedule. SAN Services include: (i) initial installation of connectivity between the storage device and target server(s) each located at the Designated SunGard Facility; (ii) initial allocation and configuration of storage units to target servers in accordance with the SunGard-supplied and Customer completed design requirements form; and (iii) problem resolution related to storage connectivity and storage device. If Customer has contracted for Server Services (as defined herein) for the target servers, then SAN Services shall also include: (i) the initial installation and configuration of path management software, if applicable; (ii) installation of storage management software and related device driver software on the target servers; (iii) application of maintenance changes; and (iv) problem resolution of path management software, storage management software and related device driver software. Alteration of the storage allocations, the number of connections, the number of target servers, or hardware and software replacements, will require a modification or upgrade to the affected Schedule prior to any of these additional services being rendered by SunGard. SAN Services do not include installation or support for volume management or volume replication software.

a. Shared SAN Services. If SAN Services are provided through the SunGard shared SAN, the Services include: (i) monitoring and maintenance of SAN performance and capacity utilization; (ii) SAN capacity upgrades; and (iii) maintenance services for the storage device. Shared SAN Services products are referenced in the Schedule as Shared Primary Disk RAID protected as set forth in the Schedule. In order for SunGard to provide Shared SAN Services, Customer must provide server(s) that each contain two (2) SunGard supported Host Bus Adapters, as specified in the Services Guide.

b. Dedicated SAN Services. If SAN Services are provided through dedicated and/or Customer-provided storage devices, the Services shall include Equipment Management Services (as defined herein) for the associated storage devices. Customer acknowledges that the specifications for the design of the SAN must include IP network connectivity to the hardware, software and network components of the SAN in order for SunGard to provide Equipment Management Services to Customer through SunGard’s management network. In order for SunGard to provide Dedicated SAN Services for Customer-provided storage devices, Customer must: (i) provide SunGard with the appropriate system access and management console (hardware and software) to manage the storage devices; and (ii) contract with the original Equipment manufacturer for the installation and configuration of the storage devices.

Dedicated SAN Services are only available for storage and network devices, servers and adapters that are supported by SunGard, as specified in the Services Guide. SAN Services do not include installation or support for volume management or volume replication software.

2. Data Backup Services

a. Standard Data Backup Services. SunGard shall provide Standard Data Back-up Services for the amount of storage in association with the specific servers (at least one backup agent is required for each target server) as set forth in the Schedule. Standard Data Back-up Services include: (i) initial connectivity between backup network and target servers; (ii) installation of backup agent software on target servers; (iii) configuration of daily backup schedules in accordance with Customer design requirements form; (iv) execution of daily backup schedules; (v) retention of file system data and/or daily database data as set forth in the Schedule; (vi) weekly off-site rotation of media; (vii) file restore from media upon Customer request; and (viii) modification(s) to the backup schedule upon Customer request. This Service does not include the definition or the implementation of any backup and/or restoration methodology to be utilized for the database(s).

b. Advanced Data Backup Services. SunGard shall provide Advanced Data Backup Services for the amount of storage and in association with the specific servers (at least one backup agent is required for each target server) as set forth in the Schedule. Advanced Data Backup Services include: (i) initial connectivity between backup network and target servers; (ii) installation of backup agent software on target servers; (iii) configuration of daily backup schedules in accordance with Customer design requirements form; (iv) execution of daily backup schedules; (v) retention of file system data and/or daily database data (one on-site and one off-site) as set forth in the Schedule; (vi) daily off-site rotation of media; (vii) file restore from media upon Customer request; and (viii) modifications to the backup schedule upon Customer request. This Service does not include the definition or the implementation of any backup and/or restoration methodology to be utilized for the database(s).

c. General Provisions Applicable to Data Backup Services. SunGard will use commercially reasonable efforts to schedule backups within the Customer identified backup window(s).

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

SunGard cannot guarantee that backup schedule(s) will be completed within Customer’s requested backup window(s) as backup times are dependent on the number of files and the quantity of data to transfer. If backup schedules cannot be completed during Customer’s requested backup window, a customized solution may be required. A customized solution will require a modification to the Schedule and a detailed statement of work identifying any additional hardware, software and service requirements. Customer must provide a minimum of two (2) dedicated network interfaces per target server for connectivity to the backup and SunGard management networks. Customer agrees to provide SunGard with administrative access to all target servers requiring Data Backup Services to facilitate issue and/or problem resolution.

The Schedule will define Customer’s committed storage amount in GB or tapes and the additional charge to be assessed for each GB or tape used by Customer in excess of the contracted committed storage GB capacity or tape quantity.

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F. SECURITY SERVICES

1. Managed Firewall & VPN Services. SunGard shall provide Managed Firewall Services for the number of firewalls set forth in the Schedule and five (5) Virtual Private Network (VPN) tunnels for each firewall (site to site VPN or client VPN) or connectivity support to Customer managed or SunGard managed compatible authentication device. Managed Firewall & VPN Services include: (i) Equipment Management Services (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) firewall configuration based on Customer’s written specifications; (iv) resolution of firewall problems; (v) Hardware Installation Services (as defined herein); (vi) LAN Services (as defined herein) for a SunGard-provided production switch; and (vii) firewall log reports available to Customer at the Portal and are retained for 90 days. If Customer subscribes to dual firewalls per device (i.e. router, server etc.), SunGard shall provide dual firewall devices configured to provide redundancy should one of the firewalls fail to operate. Customer is responsible for software management and configuration of Customer managed VPN end-point. Customer acknowledges that SunGard does not monitor VPN persistence.

2. Managed Intrusion Protection Services

a. Managed Intrusion Detection Services (IDS). SunGard shall provide IDS as set forth in the Schedule as Network IDS and/or Host IDS. For Network IDS, the Services are provided for the number of IDS appliances and network segments as set forth in the Schedule. If multiple network segments are to be monitored, the network architecture must support VLAN tagging or one Ethernet interface per network segment being monitored. For Host IDS, the Services are provided for the number of servers as set forth in the Schedule. IDS includes: (i) Hardware Installation Services (as defined herein); (ii) installation and configuration of IDS software; (iii) configuration of IDS rules; (iv) resolution of IDS configuration problems; (v) signature file, appliance and management; (vi) 24 x 7 x 365 intrusion monitoring and notification to Customer of detected alerts based upon manufacturer or Customer approved settings; and (vii) intrusion reports available to Customer at the Portal and retained for 90 days.

b. Managed Intrusion Prevention Services (IPS). SunGard shall provide IPS as Network IPS and/or Host IPS for the number of appliances or servers set forth in the Schedule. IPS includes: (i) Hardware Installation Services (as defined herein; (ii) installation and configuration of IPS software; (iii) network traffic monitoring 24x7x365; (iv) detection of attempted intrusions and server misuse consisting of traffic abnormalities and/or pre-defined known attack signatures; (v) a monthly report of IPS incidents; and (vi) configuration of IPS rules. For in-line IPS solutions where the network traffic passes directly through the appliance, the appliance will be configured to monitor and automatically filter attacks based on a predefined list of threats and vulnerabilities. Customer understands and acknowledges that the device(s) utilized to provide the IPS make decisions to drop packets based upon Customer’s selected criteria and that a packet may generate a “false positive” and be dropped, possibly disrupting valid network activity.

3. Managed Vulnerability Protection Services. SunGard shall provide Managed Vulnerability Protection Services for the number of IP addresses set forth in the Schedule. Managed Vulnerability Protection Services are delivered over the Internet to scrutinize Customer’s Internet facing devices for security vulnerabilities. Managed Vulnerability Protection Services: (i) identify visible perimeter and/or network devices and map underlying Customer network devices that are accessible from the Internet and provide information about each device; (ii) characterize devices as access gateways, routers, or other types of equipment, by machine type and operating system; (iii) provide information, such as machine names, and where possible, identifying information about private networks and intranets; and (iv) identify common TCP/IP services, such as HTTP servers, SMTP servers, and telnet or SSH servers. Scans can be conducted either monthly or quarterly (as set forth in the Schedule) on a date that is mutually agreed to between the parties. Customer will be provided with a report which includes a summary of the security of the network devices, including summary information about the scan, general network information, specific host information, a list of detected vulnerabilities and an executive overview that provides a global view of the security level of all networks and IP addresses.

4. *

G. MONITORING SERVICES

Monitoring Services include: (i) the implementation by SunGard of monitoring rules provided by Customer for the requested device(s), database(s), operating system(s) or website(s); (ii) 24x7x365 monitoring of alerts generated by the monitoring system; and (iii) notification to Customer of monitoring alerts that may include a service impacting event (as defined in the Services Guide). Monitoring Services are provided within a measurement period (“Polling Period”) whereby the monitoring system detects resource availability and resource utilization. There may be occasions when monitored resources reset completely within the Polling Period and therefore may not be monitored during such reset period. In the event there is more than one instance or partition of an operating system or application running on a monitored device or server, then the SunGard monitoring “unit” is per instance instead of per device or server. Monitoring Services also

6

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

include the provision of the switch as set forth on the applicable Schedule.

1. Standard Monitoring Services. SunGard shall provide Standard Monitoring Services for the number of devices and servers set forth in the Schedule. Standard Monitoring Services include the detection of the failure of a device(s) and/or server(s) to respond. The frequency of the polling of devices and/or server(s) will be every five (5) minutes. Standard Monitoring Services also include a TCP/UDP port monitor, as applicable, to verify that a connection can be made to the network port.

2. Advanced Monitoring Services — Database. SunGard shall provide Advanced Monitoring Services — Database for the number of servers and the number of databases set forth in the Schedule. Advanced Monitoring Services — Database include: (i) the provision and installation of a monitoring agent; and (ii) the monitoring of table-space utilization, related logs and file systems. The frequency of polling will be every five (5) minutes.

3. Advanced Monitoring Services — Operating System. SunGard shall provide Advanced Monitoring Services — Operating System for the number of servers and the number of operating system partitions set forth in the Schedule. Advanced Monitoring Services — Operating System include: (i) the provision and installation of a monitoring agent; (ii) the monitoring of CPU, memory, and system disk utilization; and (iii) the monitoring of IP port availability. The frequency of polling will be every five (5) minutes.

4. Advanced Monitoring Services — Web. SunGard shall provide Advanced Monitoring Services — Web for the number of servers set forth in the Schedule. Advanced Monitoring Services — Web include: (i) provisioning and installation of a monitoring agent; (ii) monitoring of Customer specified web server specific services or processes (i.e. DLLhost, InetInfo, and www service); (iii) system level web server logs; (iv) web server performance metrics, such as users and connections; and (v) the detection of HTTP error codes as described in the Services Guide and URL failure to respond to an HTTP GET request within a specified threshold. The frequency of the polling of URLs will be every five (5) minutes.

5. Advanced Monitoring Services — Device. SunGard shall provide Advanced Monitoring Services — Device for the number of devices set forth in the Schedule. Advanced Monitoring Services — Device include: (i) the monitoring of device CPU, memory, physical hardware and environmental components (i.e. temperature, voltage, power supply failure, fan failure); and (ii) Wide Area Network interface utilization, as applicable. The frequency of the polling will be every five (5) minutes.

6. *

7. Web Transaction Monitoring Services. SunGard shall provide Web Transaction Monitoring Services for the number of transactions set forth in the Schedule. Web Transaction Monitoring Services include: (i) the development of a specific URL sequence as a synthetic user; and (ii) the detection of transaction failures as developed. Transactions may include up to five (5) discrete steps. The polling frequency of the actual transaction(s) will be determined during transaction development. Customer agrees to provide a technical contact to assist SunGard in the development of each transaction.

H. PROBLEM RESOLUTION

1. Detection, Notification and Diagnosis. Within fifteen (15) minutes of SunGard’s determination that there has been a Service impacting event, SunGard will notify Customer of the problem (unless SunGard was first notified by Customer). If the service impacting event is associated with a device(s) for which Customer has contracted with SunGard for Equipment Management Services, then SunGard shall immediately engage then-available technical support to assist in problem diagnosis. If the appropriate technical support resource has not been assigned to problem analysis within fifteen (15) minutes of problem determination, escalation to the next level of Technical Services Management (as defined in the Services Guide) occurs, culminating with escalation of the problem to the Vice President of Operations at the Designated SunGard Facility in accordance with SunGard’s standard operational procedures.

2. Resolution of Service Impacting Event. As necessary, following the detection and notification to Customer of a Service impacting event associated with a device for which Customer has contracted with SunGard for Equipment Management Services, if the problem has resulted in a Service outage, SunGard will continue to escalate the problem internally until the Service is restored. If the Service is not restored within thirty (30) minutes of problem determination, escalation to the Technical Services Manager and Customer Service occurs. If the Service is not then restored within sixty (60) minutes, escalation to the Technical Services Director occurs. If the Service is not then restored within ninety (90) minutes, escalation to Vice President of Operations occurs. SunGard shall provide continuous support to Customer in accordance with the terms of the Master Agreement for problem resolution until the Service has been restored. As necessary, SunGard shall coordinate with the applicable maintenance vendor to facilitate resolution of the issue.

I. EXPIRATION/CANCELLATION OF SCHEDULE AND TRANSITION SERVICES

1. Upon expiration/cancellation of a Schedule to this Exhibit for any reason other than due to an uncured material breach by Customer, and provided Customer is not in default of its payment obligations under the applicable Schedule, SunGard shall provide Customer with reasonable transition services and information and documentation that reasonably may be needed by Customer in connection with the orderly and expeditious transition of the Services (“Transition Services”). Customer shall have thirty (30) days to cure any default due to payment obligations under the applicable Schedule in order to receive the Transition Services. The Transition Services shall be provided for a period of up to one hundred twenty (120) days, provided Customer continues to make timely payments of the Monthly Fees attributable to all Schedules to the Master Agreement.

     Upon the expiration/cancellation of a Schedule to this Exhibit, or as the case may be after the provision of reasonable Transition Services by SunGard to Customer, for any reason SunGard shall delete all Customer data residing on SunGard-provided Equipment.

J. SERVICE LEVEL COMMITMENTS

The following subsections define the criteria for the Services and the compensation in the form of credit(s) for which Customer is eligible in the event that the defined criteria was not met for the Service.

1. Internet Access Availability

7

• Guarantee — During any calendar month, the Internet protocol network utilized to access the Internet from the Designated SunGard Facility will have availability of 99.99% for Customer to transmit to, and receive information from, the Internet.

• Definition — “Internet availability” is defined as the ability to route a data packet from Customer’s environment located within a Cabinet or Suite in the Space, to the egress point to the public Internet.

• Measurement — SunGard will measure availability of the SunGard Internet protocol network by computing the total number of successful performance measurements between agents as a percentage of the total number of attempts between agents. “Agents” are defined as passive devices that are located in every SunGard hosting facility. Network error conditions are considered “failed attempts”. Measurements will be posted to the Portal.

• Remedy — If SunGard fails to provide Internet access in accordance with the Guarantee, then Customer is entitled to a credit of one (1) day’s Monthly Fee for the Services on the applicable Schedule. If Customer exceeds eight (8) or more cumulative full hours of unavailability during a calendar month, Customer shall be issued a total credit of one (1) month’s Monthly Fee under the applicable Schedule for the calendar month in which SunGard failed to meet the Internet Access Availability Guarantee.

2. Latency

• Guarantee — The average round trip latency between any two agents within SunGard’s Internet protocol network will not exceed an average of 50 milliseconds in North America during any calendar month.

• Definition — Latency is defined as the round trip time it takes for a data packet to travel between two agents within SunGard’s Internet protocol network. “Agents” are defined as passive devices that are located in every SunGard hosting facility. Each Agent is placed on that hosting facility’s network infrastructure to take measurements across the SunGard Internet protocol network.

• Measurement — SunGard will measure latency by averaging sample measurements taken during the prior calendar month between agents on SunGard’s Internet protocol network. SunGard records the packet measurement based on the time in milliseconds that it takes to send a data packet and to receive the acknowledgement of that data packet. Measurements will be posted to the Portal.

• Remedy — If SunGard’s average monthly latency is greater than the Guarantee above, then Customer is entitled to a credit of one (1) day’s Monthly Fee for the applicable Schedule for the calendar month in which SunGard failed to meet the average trip Latency Guarantee.

3. Packet Delivery

• Guarantee — A monthly average success rate of 99.9% for packet delivery through SunGard’s Internet protocol network.

• Definition — “Unsuccessful delivery” is defined as packets dropped due to transmission errors or router overload before exiting the SunGard Internet protocol network.

• Measurement — SunGard shall measure packet loss by the number of re-transmitted data packet requests. All data packet retransmits are assumed to be due to a lost packet. Daily measurements will be summed and then divided by thirty (30) to calculate a monthly average. Measurements will be posted to the Portal.

• Remedy — If SunGard’s average successful monthly packet delivery is less than 99.9%, then Customer is entitled to a credit of one (1) day’s Monthly Fee for the applicable Schedule for the calendar month in which SunGard failed to meet the monthly Packet Delivery Guarantee.

4. Power

• Guarantee — 100% power availability in the Designated SunGard Facility.

• Definition — Provision of uninterrupted power to the Designated SunGard Facility infrastructure and to the Equipment located within the Designated SunGard Facility based upon the capacity specified in the Schedule. Only Customers who contract for a B-Side Circuit and have Customer-provided Equipment that supports multiple redundant power feeds or who have integrated a static switch to provide redundancy to a single fed piece of Customer-provided Equipment qualify for the Guarantee. The Service Level Commitment is not available to Customers who have contracted for only A-Side Power Circuit(s) (without a B-Side Circuit(s)) or if Customer’s total utilization of an A & B Side pair exceeds 80% of the capacity of one of the circuits in the pair.

• Measurement — Power availability is measured as the unscheduled time that the SunGard-provided dual power feeds were simultaneously unavailable.

• Remedy — If power is unavailable as a result of SunGard’s actions or inactions, such that Customer’s Services are interrupted, then Customer is entitled to a credit of one (1) day’s Monthly Fee for the applicable Schedule for each incident. If Customer exceeds eight (8) or more cumulative full hours of unavailability during a calendar month, Customer shall be issued a total credit of one (1) month’s Monthly Fee under the applicable Schedule for the calendar month in which SunGard failed to meet the power availability Guarantee.

5. System Availability

• Guarantee — The servers for which Customer has contracted with SunGard for Operating System Management Advanced Services or Operating System Management Enterprise Services shall be operational and available to Customer 99.9% of the time during the Agreed Term of the Schedule (“System Availability”), if the server(s) are configured with a hardware RAID controller, dual power supplies and Customer subscribes to Power Infrastructure B-Side Upgrade. As used herein, “System” is defined to mean the Equipment and the operating system situated thereon and does not include the network infrastructure connected to the server. Additionally, in the event Customer retains ROOT or ADMIN privileges, or equivalent, SunGard and Customer shall work together to determine the cause of the service-impacting event and the Service Level Commitment will not be applicable to the event.

• Measurement — System Availability will be measured utilizing internal monitoring software to measure the availability of Customer’s System. The System shall be deemed available if the System is responsive to standard ICMP or SNMP requests.

• Remedy — If during any three (3) month period, System Availability for any two (2) months falls below the

8

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

applicable percentage as an average for the month, SunGard will credit Customer ten percent (10%) of the then current Monthly Fee for the affected Schedule, for each of the two months during which the System Availability Guarantee was not met.

6. Network Hardware Availability

• Guarantee — Network hardware components which are provided by SunGard to facilitate LAN Services, Managed Firewall Services, Managed Intrusion Protection Services, Managed Load Balancing Services, or Geographic Load Balancing Services which are configured in a redundant configuration, wherein all single points of failure have been eliminated, shall be operational and available to Customer 99.95% of the time during the Agreed Term of the Schedule. Notwithstanding the foregoing, for all network hardware provided by SunGard in which the hardware is configured in a single architecture, SunGard commits that associated network hardware shall be operational and available to Customer 99.5% of the time during the Agreed Term of the Schedule.

• Measurement — SunGard shall monitor the network hardware and the network devices shall be polled every five (5) minutes via a standard ICMP or SNMP poll.

• Remedy — If during any three (3) month period, network hardware availability for any two (2) months falls below the applicable Guarantee percentage as an average for the month, SunGard will credit Customer ten percent (10%) of the then current Monthly Fee for the affected Schedule, for each of the two months during which the Network Hardware Availability Guarantee was not met.

*

8. *

9. Notification

• Guarantee — SunGard shall notify Customer, in the manner as set forth herein and in SunGard’s Services Guide within fifteen (15) minutes after SunGard has determined that Customer’s Equipment/Services are unavailable.

• Remedy — SunGard shall credit Customer one (1) day’s Monthly Fee for the applicable Schedule for each incident during the prior calendar month in which SunGard fails to meet the Notification Guarantee. In the event that Customer notifies SunGard regarding unavailability of Equipment/Services, this remedy is not operational.

10. *

11. *

12. *

13. *

14. Remedies General

If SunGard fails to meet a defined Service Level during the Agreed Term of the Schedule, as Customer’s sole monetary remedy, Customer shall be entitled to receive the credits as reflected herein by Service Level. Failure to meet the same Service Level three (3) times in any contract year shall entitle Customer to terminate the applicable Schedule upon ninety (90) days prior written notice to SunGard. In no event will the total credits for any occurrence exceed Customer’s then current Monthly Fee for the applicable Schedule.

SunGard shall not be responsible for the failure to meet a Service Level if the failure is caused by: (a) the breach of the Master Agreement or this Exhibit by Customer; (b) the negligence or intentional acts or omissions of Customer or its employees or agents; (c) Equipment malfunction (provided said Equipment has been maintained by SunGard in accordance with the terms of the Master Agreement); or (d) the failure of any Software to perform in accordance with its specifications (“Software Failure”) and such Software Failure is not caused by SunGard’s negligence, willful misconduct or failure to maintain a maintenance contract on such software. Further, any scheduled maintenance (including upgrades, repair or component replacement or scheduled backups) or other mutually agreed-to downtime shall not be included in calculating any Guarantee has been met. In addition, the Guarantees do not include any downtime as a result of: (a) Customer-made changes to applications or data; (b) Customer retaining ROOT or ADMIN privileges; (c) Customer requiring SunGard to maintain, or continue to run unsupported Software or hardware releases; (d) Software or hardware failures resulting from the absence of an update, patch, configuration change, maintenance change or repair recommended by SunGard but rejected or delayed by Customer for any reason; or (e) Customer retaining access control to the network and/or security device(s) for which SunGard is providing the Services.

15. Software Failure. Customer acknowledges that SunGard is not the developer of any of the Software product(s) used to provide the Services hereunder. In the event of a Software Failure, if in the reasonable discretion of SunGard and Customer, such Software Failure cannot be cured and if, at the time of such failure no other functionally equivalent Software compatible with the Equipment is commercially available, Customer shall have the right to immediately terminate the applicable Schedule without penalty to either party. SunGard shall not be liable to Customer or any third party for any damages with respect to such termination.

All trademarks and registered trademarks are the property of their respective owners.

^©2009 SunGard Availability Services LP, all rights reserved

MIT0809

9

CONSULTING SERVICES EXHIBIT
TO THE MASTER AGREEMENT FOR U.S. AVAILABILITY SERVICES
Dated December 1, 2009

1. DESCRIPTION OF SERVICES

Each Schedule to this Services Exhibit specifies the consulting and assessment services to be provided by SunGard to Customer and the deliverables as more specifically described in the Schedule and all related Statements of Work incorporated by reference therein (“Consulting Services”). All Consulting Services to be provided by SunGard shall be performed by qualified personnel in accordance with professional standards, and all Consulting Services provided, and documents and reports delivered, by SunGard shall conform to the requirements of this Exhibit, the Schedule and the related Statement of Work. Notwithstanding anything to the contrary herein, SunGard reserves the right to subcontract the Consulting Services to a third party without the prior written consent of Customer.

Except as otherwise stated in the Consulting Services Schedule or related Statement of Work, the parties intend that all Consulting Services to be provided to Customer under this Exhibit shall be completed within one year after the Effective Date of the Schedule or the date the Schedule is signed by SunGard, whichever is later. Customer acknowledges and agrees that SunGard’s fees are based on SunGard performing the Consulting Services within the specified time period set forth in the applicable Schedule or Statement of Work and that SunGard allocates and commits resources to performing the Consulting Services upon SunGard’s execution of the Schedule. Customer understands that its delay in providing SunGard access to information or in the performance of Customer’s responsibilities as noted in the Statement of Work may result in additional costs and delay the completion of the Consulting Services. Customer agrees to pay SunGard the additional costs associated with Customer’s delay in performing its responsibilities. Any deficiencies, as determined by generally accepted professional standards, shall be promptly reported by Customer to SunGard and, in any event, within 30 days after receipt of the Consulting Services involved. SunGard will correct such deficiencies in its Consulting Services within a mutually agreeable time period.

2. PERSONNEL

All SunGard personnel, when working at Customer’s premises, will conduct themselves in a professional manner and will use commercially reasonable efforts to minimize disruptions to Customer’s business. SunGard will retain full responsibility for its own personnel, including payment of compensation and payroll taxes, provision of benefits, and maintenance of workers’ compensation and other required insurance. SunGard and Customer also agree that for one (1) year following completion of the applicable Consulting Services neither party will interview for employment purposes or employ current employees of the other that were directly involved the applicable Consulting Services. Nothing contained herein, however, will limit either party’s right to hire any employee of the other party who responds to a general solicitation for employment not targeted at such employee or other general advertisements or employment initiated exclusively by the employee.

3. CUSTOMER’S RESPONSIBILITIES

Material to SunGard’s obligation to provide Consulting Services is Customer’s obligation to promptly provide SunGard, as and when requested, all information, data and other materials concerning Customer’s personnel, operations and facilities and other relevant aspects of Customer’s business, to the extent required by SunGard to properly perform the Consulting Services. All such information, data and materials provided to SunGard by any of Customer’s personnel will be accurate, current and complete, and may be relied upon by SunGard in performing the Consulting Services.

Customer will be responsible for preparing and maintaining backup or duplicate copies of all such information, data and materials, and SunGard will have no liability for any loss or damage resulting from Customer’s failure to do so.

Further, Customer will provide SunGard access to Customer’s offices and facilities at mutually agreeable times, make available to SunGard experienced personnel having knowledge of Customer’s operations and other relevant aspects of Customer’s business, and cooperate with SunGard in all respects reasonably necessary to allow SunGard to perform the Consulting Services.

4. FEES AND EXPENSES

SunGard will invoice Customer for the Consulting Services in the manner set forth in the Schedule.

Except as otherwise set forth on the Schedule, Customer agrees to reimburse SunGard for all travel, lodging, food and incidental actual costs incurred by SunGard in providing the Consulting Services to Customer provided that SunGard complies with the Customer’s applicable travel and expense policy. SunGard will issue monthly invoices to Customer as the expenses are incurred.

5. CONFIDENTIALITY

Customer acknowledges that SunGard’s property includes trade secrets, confidential information and proprietary property of SunGard, having great commercial value to SunGard, and that the development and design of SunGard’s property has involved and will involve the expenditure by SunGard of substantial amounts of time and money. All items of SunGard’s property are being provided by SunGard to Customer on a strictly confidential basis and only for in-house use for the purpose of allowing Customer to establish, maintain and implement business recovery and other plans and procedures. Except with the prior written consent of SunGard, Customer will not, nor will it permit any other entity or individual to (a) use any SunGard property for any purpose not authorized by the Master Agreement, (b) refer to or otherwise use any SunGard property as part of any effort to provide similar Services to any entity or individual, or (c) remove, erase or tamper with any copyright or other proprietary notice of SunGard printed or stamped on, affixed to, or encoded or recorded in any SunGard property.

6. OWNERSHIP

Neither party will gain by virtue of this Exhibit any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by the other. SunGard will retain exclusive ownership in all materials, documents, software or other programming documentation created hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed under this Exhibit (“Deliverables”). Customer will retain exclusive ownership in all of its data included in any Deliverables. Except for any SunGard software products which shall be licensed separately, SunGard grants Customer a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely for Customer’s internal use.

7. TERMINATION

Termination of the Consulting Services under a Schedule to this Exhibit for any reason will not relieve Customer of liability for all fees payable and expenses incurred. If Customer unilaterally decides it no longer requires the Consulting Services under a Schedule to this Exhibit, Customer acknowledges and agrees to pay to SunGard, together with written notice of termination, an amount equal to the present value (calculated using an annual discount rate equal to the then current prime rate published in The Wall Street Journal) of all remaining fees due under the applicable Schedule(s), and Customer shall remain liable for any reimbursable expenses incurred by SunGard before termination. If Customer breaches any of its obligations under the Master Agreement in any material respect, then, in addition to SunGard’s right to terminate the Master Agreement and any other rights and remedies that SunGard may have, SunGard may suspend performance of all Consulting Services under a Schedule to this Exhibit until the default is cured. If Customer breaches any of its

material obligations and responsibilities under any Schedule to this Exhibit and/or related Statement of Work and Customer’s breach is not cured within thirty (30) days after receiving written notice from SunGard, SunGard may, at its election, (a) exercise any remedy for such breach set forth elsewhere in the Master Agreement; (b) pursue any remedy available at law or in equity, (c) terminate the Schedule to this Exhibit, and (d) suspend or discontinue Consulting Services or performance under the applicable Schedule to this Exhibit.

8. MISCELLANEOUS

Customer will comply with the general obligations specified in the Master Agreement together with any specific Customer obligations described in the Statement of Work, in a timely manner. Customer acknowledges that SunGard’s ability to deliver the Consulting Services is dependent upon Customer’s full and timely cooperation with SunGard, as well as the accuracy and completeness of any information and data Customer provides to SunGard.

© 2009 SunGard Availability Services LP, all rights reserved

CSE0809

Addendum to the Master Agreement for U.S. Availability Services
Between
SunGard Availability Services LP and ATHENAHEALTH

Dated March 31, 2007

Page 1 of 1

The Master Agreement for U.S. Availability Services, having the above date, between SunGard Availability Services LP (“SunGard”) and the Customer named below (“Master Agreement”) is amended effective December 1, 2009, as follows:

Notwithstanding anything to the contrary, in consideration of Customer’s execution of the Master Agreement and Schedule Number 3003703300 v. 1.0 for Managed IT Services and Schedule Number 3003735000 v. 1.0 for Consulting Services, all having a Commencement Date of December 1, 2009, SunGard agrees to replace and supersede in its entirety the Master Agreement for U.S. Availability Services having a Commencement Date of March 31, 2007, including all Schedules, Exhibits, Addenda and Amendments thereto, except for Schedule Number 20448 v. 1.0 for Managed IT Services (including any Addenda thereto) having a Commencement Date of July 1, 2007 which shall remain in effect from December 1, 2009 through January 31, 2010 at its current monthly fee.

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Addendum and ratify the terms of the Master Agreement.

SUNGARD AVAILABILITY SERVICES LP		CUSTOMER: ATHENAHEALTH, INC.
By:	/s/ Christopher Coleman	By:	/s/ Carl Byers
	Print Name: Christopher Coleman		Print Name: Carl B. Byers
	Print Title: Vice President		Print Title: SVP & CFO
Date Signed: 12/4/09		Date Signed: December 1, 2009

QUOTE ID.:102519

THE TERMS OF THIS ADDENDUM ARE CONFIDENTIAL

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

Schedule Number 3003735000 v. 1.0
For Consulting Services Governed by the
Master Agreement For U.S Availability Services
Between
SunGard Availability Services LP and ATHENAHEALTH

Dated December 1, 2009

Page 1 of 2

Schedule Effective Date: December 1, 2009

The following Services to be provided under this Schedule are described in the Statement of Work (“SOW”) Tech Recovery and Test Development & LDRPS 10 Software Configuration dated 11/16/2009 (ID 30018) which is incorporated herein by reference and made a part hereof:

Service #1 Tech Recovery Tests as described in the Tech Recovery and Test Development & LDRPS 10 Software Configuration for fixed fee of $ * , which is due and payable as follows.

# of Periods		Invoice
to be billed	Frequency	Amount		Billing Commencement	Details
12	Quarterly	$	*	December 1, 2009

Reimbursable expenses (travel, lodging, food and incidental actual costs) will be billed on a monthly basis as the expenses are incurred.

Service #2 Tech Recovery test Plan Dev as described in the Tech Recovery and Test Development & LDRPS 10 Software Configuration for fixed fee of $ * , which is due and payable as follows.

# of Periods		Invoice
to be billed	Frequency	Amount		Billing Commencement	Details
1	One-Time	$	*	One Month Following Schedule Effective Date
1	One-Time	$	*	Two Months Following Schedule Effective Date
1	One-Time	$	*	Three Months Following Schedule Effective Date
1	One-Time	$	*	At Project Completion

Reimbursable expenses (travel, lodging, food and incidental actual costs) will be billed on a monthly basis as the expenses are incurred.

Service #3 LDRPS 10 Software Config as described in the Tech Recovery and Test Development & LDRPS 10 Software Configuration for fixed fee of $ * , which is due and payable as follows.

# of Periods		Invoice
to be billed	Frequency	Amount		Billing Commencement	Details
1	One-Time	$	*	Upon Schedule Effective Date

Reimbursable expenses (travel, lodging, food and incidental actual costs) will be billed on a monthly basis as the expenses are incurred.

By the signatures of their duly authorized representatives below, SunGard and Customer, intending to be legally bound, agree to all of the provisions of this Schedule and ratify the terms of the Master Agreement.

SunGard Availability Services LP			CUSTOMER: ATHENAHEALTH
By:	/s/ Christopher Coleman		By:	/s/ Carl Byers
	Print Name:	Christopher Coleman		Print Name:	Carl Byers
	Print Title:	Vice President		Print Title:	SVP & CFO
Date Signed:      12/4/09			Date Signed:      December 1, 2009

DOC ID: 3003735000 VER. 1.0
ACCOUNT NUMBER: 64256 QUOTE ID: 102519
PRINTED: November 23, 2009 10:33:20 AM

THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL

Schedule Number 3003735000 v. 1.0
For Consulting Services Governed by the
Master Agreement For U.S Availability Services
Between
SunGard Availability Services LP and ATHENAHEALTH

Dated December 1, 2009

Page 2 of 2

This Schedule is not subject to auto-renewal.

CUSTOMER INFORMATION

BILL TO ADDRESS:	311 ARSENAL STREET WATERTOWN MA 02472 GEORGE SMITH
NOTIFICATION ADDRESS:	311 ARSENAL STREET WATERTOWN MA 02472 GEORGE SMITH

DOC ID: 3003735000 VER. 1.0
ACCOUNT NUMBER: 64256 QUOTE ID: 102519
PRINTED: November 23, 2009 10:33:20 AM

THE TERMS OF THIS SCHEDULE ARE CONFIDENTIAL

EX-21.1

Exhibit 21.1

Subsidiaries of Registrant

Name	Jurisdiction of Organization
Anodyne Health Partners, Inc.	Delaware
athenahealth MA, Inc.	Massachusetts
athenahealth Technology Private Limited	India

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-146340 on Form S-8 of our report dated March 15, 2010, relating to the consolidated financial statements of athenahealth, Inc. and subsidiaries (athenahealth, Inc.) (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the change in athenahealth, Inc.’s method of accounting for business combinations on January 1, 2009, and the restatement discussed in Note 2), and our report relating to the effectiveness of athenahealth Inc.’s internal control over financial reporting dated March 15, 2010 (which report expresses an adverse opinion on the effectiveness of athenahealth, Inc.’s internal control over financial reporting because of a material weakness), appearing in this Annual Report on Form 10-K of athenahealth, Inc. for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

March 15, 2010

EX-31.1

EXHIBIT 31.1

Certification

I, Jonathan Bush, certify that:

1. I have reviewed this Annual Report on Form 10-K of athenahealth, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Jonathan Bush

Chief Executive Officer

Date: March 15, 2010

EX-31.2

EXHIBIT 31.2

Certification

I, Timothy M. Adams, certify that:

1. I have reviewed this Annual Report on Form 10-K of athenahealth, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Timothy M. Adams

Chief Financial Officer

Date: March 15, 2010

EX-32.1

EXHIBIT 32.1

The following certification is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). This certification is not to deemed a part of the Report, nor is it to deemed to be “filed” for any purpose whatsoever.

In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350), each of the undersigned hereby certifies that:

(i) this Annual Report on Form 10-K for the year ended December 31, 2009, which this statement accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii) the information contained in this Annual Report on Form 10-K for the year ended December 31, 2009, fairly presents, in all material respects, the financial condition and results of operations of athenahealth, Inc.

/s/  JONATHAN BUSH	/s/  TIMOTHY M. ADAMS
Jonathan Bush	Timothy M. Adams
Chief Executive Officer	Chief Financial Officer

Dated as of this 15th day of March, 2010.