First Amendment to Services and License Agreement

First Amendment to Services and License Agreement made as of the 1st day of January 2006 (“Effective Date of Amendment”), by CareAdvantage, Inc. (“CareAdvantage” or “CAI”), a Delaware corporation with its principal place of business at 485-C Route One South, Iselin, New Jersey 08830, and Kaiser Foundation Health Plan of the Northwest (“Kaiser”), with its principal place of business at 500 NE Multnomah St., Suite 100, Portland, Oregon 97232.

Whereas, Kaiser and CareAdvantage have entered into a Services and License Agreement as of January 1, 2005 (the “Agreement”);

Whereas, the parties desire to amend the Agreement to provide for semi-annual updates of paid claims data and to extend the term of the Agreement;

Whereas, the parties also to amend the payment provisions of the Agreement;

Now, Therefore, in consideration of the premises the parties agree as follows:

1.   Amendments.

1.1   Semi-Annual Processing of Paid Claims Data . Commencing as of the Effective Date of the Amendment, Attachment 1.1 of the Agreement is amended in its entirety as provided in Attachment 1.1A attached hereto.

1.2   Compensation. Commencing as of the Effective Date of the Amendment:

1.2.1   Section 4.1 of the Agreement is amended in its entirety as follows:

4.1.   Generally . Kaiser shall pay CareAdvantage for the services and license provided under this Agreement the sum * PMPM for each member in the Covered Population. Compensation shall be payable without invoice as follows: (a) on January 15, 2006, the sum of *, and (b) on July 15, 2006, the sum of *. (These payments assume the Covered Population is * members.) Payments made pursuant to the foregoing sentence shall be reconciled to the eligibility data for the Covered Population Kaiser makes available to CareAdvantage pursuant to Attachment 1.1A, and CareAdvantage shall