Second Amendment to Services and License Agreement

Second Amendment to Services and License Agreement made as of the 1st day of April 2006 (“Effective Date of Second 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”), which Agreement was amended as of January 1, 2006 (“First Amendment”);

Whereas, the parties desire to further amend the Agreement to provide for quarterly updates of paid claims data, to provide for analysis using APR-DRGs groupings, and to provide for training account managers with respect to customer communications and to extend the term of the Agreement;

Whereas, the parties also desire to amend the compensation payable under the Agreement;

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

1.   Quarterly Processing of Paid Claims Data . Commencing as of the Effective Date of the Second Amendment, Attachment 1.1 of the Agreement is amended in its entirety as provided in Attachment 1.1.1 attached hereto.

2.   APR-DRGs . Commencing as of the Effective Date of the Second Amendment,

a.   Section 1.1 of the Agreement is amended by substituting “Attachments 1.1.1 and 1.1.2” for “Attachment 1.1”;

b.   adding new Attachment 1.1.2 as attached hereto;

c.   amending Section 2.2 of the Agreement to add immediately prior to the end of the first sentence the following: “, including the right to access and use the Portal to consider APR-DRG groupings on Kaiser Data.” (The parties acknowledge that initially, the APR-DRG groupings will be available merely through written reports and not at the Portal; CAI expects that the APR-DRG groupings will become available at the Portal no later than the second quarter 2007.)

3.   Training in Customer-Specific Communications  

a.   Additional Services . Commencing as of the Effective Date of the Second Amendment, in accordance with Section 1.2 of the Agreement, CareAdvantage will provide the following Additional Services: Following CareAdvantage’s release of the processed Kaiser Data received in March and September, CareAdvantage will provide a one-day on-site communications training program to Kaiser account managers with respect to five to ten customers to be selected by Kaiser. In connection with each customer selected for the training program, CareAdvantage will learn Kaiser’s current strategy for maintaining and retaining the customer and will prepare a report profiling the customer based on its paid claims experience. The training program will focus on adapting Kaiser’s strategy as indicated by the customer-specific report and, consistent with that strategy, communicating to the customer the contents of the report; the program will include drafting cover letters and preparing for (but not attending) meetings with customers to review the customer-specific reports.

b.   Additional Compensation . Commencing as of the Effective Date of the Second Amendment, in accordance with Section 4.2 of the Agreement, Kaiser will pay CAI for the Additional Services for training set forth herein $* for each customer selected. Such amounts shall be paid (1) one-half upon Kaiser’s advising CareAdvantage of those customers selected, and (2) the balance within thirty (30) days of completion of each semi-annual training program.

*  Portions of this page have been omitted pursuant to a Confidential Treatment request and filed separately with the Commission.

4.   Term . Commencing as of the Effective Date of the Second Amendment, Section 5.1 is amended by substituting “March 31, 2008” for “December 31, 2006.”

5.   Compensation. Commencing as of the Effective Date of the Second Amendment:

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

4.1.   Generally . Kaiser shall pay CareAdvantage for the services an