SERVICES AND LICENSE AGREEMENT

S ERVICES AND L ICENSE A GREEMENT

A GREEMENT made as of the 1 ^st day of January, 2005 (“Effective Date”), 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.

W HEREAS , CareAdvantage offers to process health care data through its proprietary RPNavigator software (which uses Clinical Risk Groups (“CRGs”) and to make the results available through its web-based RPNavigator Secure Information Portal (“Portal”);

W HEREAS , CareAdvantage also offers certain services with respect to health care data;

W HEREAS , Kaiser desires CareAdvantage to process certain health care data (e.g.., inpatient, outpatient, professional and pharmacy claims as well as physician encounter data), to license from CareAdvantage access to CareAdvantage’s RPNavigator Secure Information Portal and to purchase from CareAdvantage certain consulting services;

W HEREAS , Kaiser affiliates may desire CareAdvantage to process data for them in the future, in which event the parties agree that, except as provided below, additional agreements shall provide the terms and conditions of such undertakings;

W HEREAS , the parties have been operating under a Service Agreement dated as of February 9, 2004 (“Service Agreement”), which they now desire to replace with the instant agreement;

N OW , T HEREFORE , in consideration of the premises the parties agree as follows:

1. Services .

1.1. Generally . During the term of this Agreement, CareAdvantage shall perform the services (“Services”) described in Attachment 1.1.

1.2. Additional Services . At Kaiser’s request, CareAdvantage shall perform such additional services as the parties may agree.

2. License .

2.1. Definitions . As used in this Agreement, the terms below are defined as follows:

(a) “Kaiser Data” means data provided to CareAdvantage by Kaiser pursuant to this Agreement.

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(b) “Information” means all information made available through the Portal, including Kaiser Data that is categorized, aggregated, displayed, arrayed, or otherwise made available through the Portal.

(c) “PMPM” means Per Member Per Month.

(d) “Covered Population” means the members eligible to participate in Kaiser’s or Kaiser Permanente Health Alternative’s HMO, self funded, POS and other products.]

2.2. Grant of License . Subject to the terms and conditions of this Agreement, during the term of this Agreement CareAdvantage grants Kaiser the non-exclusive right to access and use CareAdvantage’s Portal. CareAdvantage will provide Kaiser with accounts accessible solely by password for fifteen (15) concurrent users. Kaiser may purchase licenses for additional concurrent users for an additional annual fee of $* per additional concurrent user.

2.3. Portal Access . Kaiser shall be responsible for obtaining the requisite common carrier communication lines and Internet connections to access the Portal.

2.4. Security . CareAdvantage requires and enforces 128 bit encryption for web access to the Portal. CareAdvantage will limit access to the Kaiser Data maintained at the Portal to those persons authorized by Kaiser and provided a password by Kaiser. Kaiser shall be responsible for the confidentiality of passwords assigned to it and shall be solely responsible for any authorized or unauthorized access to Kaiser Data using such passwords. In addition, Kaiser shall be responsible for the configuration and maintenance of the web browser software. CareAdvantage represents and warrants that its responses to Kaiser’s ASP Screening Questionnaire, transmitted via e-mail to Faith A. Long by Joshua Stein on September 10, 2004 at 9:38 a.m. are true and correct, and that CareAdvantage complies with the Standard for Security for Protected Health Information, codified at 45 CFR parts 160 and 164, subpart C. Within one (1) hour of discovering any security breach of the Portal or the Kaiser Data, CareAdvantage will notify Kaiser of the breach, its scope and CareAdvantage’s plan for remediation.

2.5. Ownership . Kaiser acknowledges that CareAdvantage represents that the Portal contains materials (including but not limited to programs, methods, design and screen formats) proprietary to CareAdvantage and/or to third parties (“Third Party Suppliers”) and licensed to CareAdvantage (collectively, “CareAdvantage Materials”). CareAdvantage and Third Party Suppliers retain title and ownership to the CareAdvantage Materials; provided, however, that in no event shall CareAdvantage Materials be deemed to include Kaiser Data, which shall remain the sole property of Kaiser.

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2.6. Proprietary Rights; Corporate Names . Kaiser understands and agrees that CareAdvantage and its Third Party Suppliers represent that they have proprietary rights in certain trademarks, service marks, trade names, corporate names and in the format of the reports used for displaying and arraying the Kaiser Data (the “Intellectual Property”). Kaiser agrees not to use such Intellectual Property other than as permitted under this Agreement Kaiser agrees not to alter, remove, or obscure any copyright notices or other proprietary notices on and in any part of the Portal.

2.7. Authorized Use of Portal and Information; Portal Availability .

2.7.1 Kaiser is authorized to use the Portal and Information solely in accordance with this Agreement. Kaiser is authorized to view the Kaiser Data in any of the reports available at the Portal, to print any such report, and to use any such report solely for its own purposes in marketing, providing and administering health insurance and benefits (including but not limited to making copies of such reports and providing copies of such reports to its customers, prospective customers or regulatory or accreditation bodies). Any other use of the Portal or Information by Kaiser is prohibited and except as authorized herein, Kaiser shall not transmit, divulge, or publish any part of the contents or substance of the Portal or in any way provide the Information, or any part thereof, to any other person; provided, however, that the foregoing shall not in any way limit Kaiser’s use of the Kaiser Data.

2.7.2 CareAdvantage will use commercially reasonable efforts to ensure that the Portal is accessible for a minimum of 99% of scheduled uptime (the “Portal Service Levels”). Scheduled uptime shall consist of 6:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday. Access to the Portal generally will be available at times other than scheduled uptime, except when CareAdvantge is conducting maintenance, but CareAdvantage cannot guarantee the extent to which the Portal will be accessible at these other times. CareAdvantage will notify Kaiser at least five (5) days in advance of any maintenance that may be required during scheduled uptime; provided, however, total down time for maintenance or other reasons shall not exceed 1% of scheduled uptime. Kaiser acknowledges and agrees that access to the Internet is subject to unexpected outages due to equipment failure that can occur through a variety of external causes, and which may have an affect on CareAdvantage’s ability to satisfy the Portal Service Levels. Kaiser agrees that CareAdvantage is not responsible for any unexpected outages of the Portal caused by external circumstances beyond CareAdvantage’s control. Kaiser may contact CareAdvantage to report problems with Portal access anytime twenty-four hours a day. CareAdvantage will use all commercially reasonable efforts in restoring unscheduled outages of the Portal whenever they occur. If the Portal Service Levels fall below 99% of scheduled uptime in one or more monthly periods, CareAdvantage will (i) use all reasonable efforts to diagnose the problem(s) causing the excessive downtime, as required, and (2) prepare and implement a remediation plan to resolve the issues. If, notwithstanding CareAdvantage’s remediation efforts, Portal Service Levels continue below 99% for a period of ninety (90) days or more, Kaiser may terminate the Agreement for cause, providing no further cure period, and pursue all of its available remedies at law and equity.

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2.8. Warranties .

2.8.1. CareAdvantage warrants that it is the owner of the Portal and that it has the full power, authority and right to license such Portal in the manner set forth in this Agreement.

2.8.2 CareAdvantage represents and warrants that it is duly organized in its state of formation, that it is authorized to enter into this Agreement; and that entry into and performance under this Agreement are not prohibited by law, regulation, loan, security, financing, contractual or other agreement of any kind.

2.8.3 CareAdvantage warrants that the Portal as provided by CareAdvantage to Kaiser under this Agreement are CareAdvantage’ original work, or that CareAdvantage will have acquired all rights necessary to fulfill its obligations under this Agreement, including granting the license hereunder.

2.8.4. CareAdvantage shall comply with all federal, state and local laws, statutes, regulations and ordinances applicable to its provision of the Portal.

2.8.5. CareAdvantage represents and warrants that the Services under this Agreement shall be provided in a diligent, prompt, and professional manner by qualified individuals with the necessary knowledge and training to provide such Services.

2.9. Disclaimer of Warranty . EXCEPT AS PROVIDED ABOVE, CAREADVANTAGE HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PROGRAM AND MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

2.10. Limitation on Damages . THE PARTIES UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR REVENUES RESULTING FROM OR IN ANY WAY RELATED TO ANY ACTION ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY THEORY, NEGLIGENCE, OR OTHERWISE, OR TERMINATION OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

2.11. Intellectual Property Indemnification . CareAdvantage shall defend, indemnify and hold harmless Kaiser, and Kaiser’s parents, subsidiaries, directors, officers, members, employees, agents, successors and assigns from and against any and all claims, liabilities, losses, judgments, fines, assessments, damages, penalties, awards and other expenses of any kind or

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nature whatsoever, including, without limitation, reasonable attorney’s fees, expert witness fees, and costs of investigation, litigation or dispute resolution (collectively “Claims”) arising out of or relating to any actual or alleged infringement or misappropriation (collectively “Infringement”) of any third party’s trade secrets, trademarks, copyright, or other intellectual property rights to the extent such Claims arise in connection with Kaiser’s (a) use, reproduction, distribution or display of the Information or the Services. Such obligation of CareAdvantage is contingent on (1) CareAdvantage being notified promptly in writing by Kaiser of any such Claim; (2) CareAdvantage having control of the defense and settlement of the Claim, provided that no settlement will be entered into that involves an admission of culpability by Kaiser or imposes an affirmative obligation on Kaiser without Kaiser’s prior written approval; and (3) Kaiser cooperating with CareAdvantage, at CareAdvantage’s expense, in all reasonable respects to facilitate the settlement or defense of the Claim. If CareAdvantage does not remedy the Infringement as set forth above, or is unable to make the allegedly infringing materials non-infringing, Kaiser may terminate this Agreement and its license granted hereunder and CareAdvantage shall refund a pro rata refund of the unused portion of the license fees paid hereunder.

2.12 Insurance and General Indemnity . CareAdvantage shall maintain or cause to be maintained sufficient insurance coverage as shall be necessary to insure CareAdvantage and its agents or subcontractors against any claim or claims for damages arising under this Agreement. Such insurance coverage shall apply to the Portal and to all services provided by CareAdvantage or its agents or subcontractors under this Agreement.

CareAdvantage shall indemnify, hold harmless and defend Kaiser and its affiliated entities from and against any and all claims, losses, liabilities, costs and other expenses (including reasonable attorneys’ fees and costs, and administrative penalties and fines) incurred as a result of, or arising directly or indirectly out of or in connection with any negligent or intentional act or omission of CareAdvantage, its agents or subcontractors, under this Agreement. The indemnification obligation of CareAdvantage shall survive termination of this Agreement.

3. Business Associate Addendum . CareAdvantage agrees to comply with the requirements relating to business associates in HIPAA and regulations promulgated thereunder by the U.S. Department of Health and Human Services ( “HIPAA Regulations” ). Such requirements as exist as of the Effective Date are set forth in Attachment 3, which is attached hereto and incorporated herein by reference. Attachment 3 may be modified periodically by the parties to accord with any changes to the obligations imposed by HIPAA or the HIPAA Regulations, and such modification shall be deemed accepted by the parties and shall serve to amend this Agreement if no written objection is submitted by either party to the other party within thirty (30) days of notice of such modification.

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4. Compensation .

4.1. Generally . Kaiser shall pay CareAdvantage for the services and license provided under this Agreement * for each member in the Covered Population, commencing as of the Effective Date. Compensation shall be payable without invoice as of the last day of each month during the term of this Agreement. Payments made pursuant to the foregoing sentence shall be reconciled to the eligibility data for the Covered Population Kaiser makes available to CareAdvantage each recurring update, and CareAdvantage shall pay any reconciling adjustment to Kaiser within thirty (30) days of its making a determination that such adjustment is owing, and Kaiser shall pay any reconciling adjustment to CareAdvantage within thirty (30) days of CareAdvantage’s notifying it in writing that such adjustment is owing.

4.2. Additional Services . Kaiser shall pay CareAdvantage for Additional Services in accordance with Attachment 4.2, or on such other terms as the parties may agree.

4.3. Expenses . Kaiser shall reimburse CareAdvantage for CareAdvantage’s reasonable out-of-pocket expenses incurred in providing Services, including expenses for travel, lodging and meals. Kaiser shall pay CareAdvantage within thirty (30) days of its receipt of CareAdvantage’s invoice for such expenses.

4.4. Adjustments .

4.4.1. On Account of Changes in Kaiser Northwest’s Covered Population . CareAdvantage’s compensation under Section 4.1 has been determined by assuming that Kaiser Northwest will provide a Covered Population of at least 440,000 members. If the Covered Population increases beyond 499,999 members or decreases below 400,000 members, then in lieu of the * rate provided by Section 4.1, the rate shall be determined in accordance with Attachment 4.4.1.

4.4.2 On Account of CareAdvantage’s Agreeing to License Access and Use of the Portal for Additional Kaiser Divisions. In the event that CareAdvantage enters into an agreement with Kaiser to license access and use of the Portal with respect to members of an additional division of Kaiser, then CareAdvantage agrees to negotiate with Kaiser in good faith for a downward revision in the PMPM rate provided to the Northwest Division under this Agreement pursuant to Section 4.1 (as modified, if appropriate, by Section 4.4.1). The amount of the downwardly revised rate should reflect the number of new members from the additional Kaiser division for whom Kaiser provides data to CareAdvantage, the number of total members for whom Kaiser provides data to CareAdvantage, the number of new claims systems employed by the additional Kaiser division providing data to CareAdvantage, and the complexity of the business rules of the additional Kaiser division.

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4.5. Taxes . Kaiser shall be solely responsible for the payment of any taxes, charges or assessments, and any penalties or interest thereon, relating to the services or Kaiser’s access to and use of the Portal (except for income taxes, if any, imposed on CareAdvantage).

5. Term and Termination .

5.1. Term . The term of this Agreement shall commence on the Effective Date and continue in effect until December 31, 2006. Subsequently, this Agreement shall automatically renew for successive one-year terms unless either party provides the other with written notice of termination.

5.2 Termination . Either party may terminate this Agreement without cause by giving 90 days prior written notice; provided, however, that in the event Kaiser reasonably determines that the financial viability of CareAdvantage is in jeopardy, then Kaiser may terminate this Agreement by giving CareAdvantage 30 days prior written notice. Except as provided in the last sentence of Section 2.7.2, in the event that either party materially defaults in the performance of any of its duties or obligations under this Agreement and does not substantially cure such default or defaults within 10 business days after being given written notice specifying the default or defaults, then the non-defaulting party may terminate this Agreement immediately by giving notice to that effect to the defaulting party.

6. Defense of Litigation Except as provided by Section 2.8.1, each party shall be responsible at its own expense for defending itself in any litigation brought against it, whether or not the other party is also a defendant, arising out of any aspect of activities undertaken in connection with this Agreement. Each party agrees to provide the other party information in its possession which is necessary to the other party’s defense in such litigation.

7. Additional Requirements .

7.1. Independent Contractors . The relationship of the parties under this Agreement shall be that of indepe