ADDENDUM TO STRATEGIC MARKETING ALLIANCE AGREEMENT

Exhibit 10.12.1

ADDENDUM

TO

STRATEGIC MARKETING ALLIANCE AGREEMENT

THIS ADDENDUM TO STRATEGIC MARKETING ALLIANCE AGREEMENT (the “ Addendum ”) is entered into this 27 ^th day of December, 2004, by and among Roche Diagnostics Corporation, an Indiana corporation, whose primary place of business is located at 9115 Hague Road, Indianapolis, Indiana, 46250 (“ RDC ”), Bio-Reference Laboratories, Inc., a New Jersey corporation, whose primary place of business is located at 481B Edward Ross Drive, Elmwood Park, New Jersey, 07407 (“ BRLI ”) and CareEvolve.com, Inc., a New Jersey corporation, whose primary place of business is located at 481B Edward Ross Drive, Elmwood Park, New Jersey, 07407 (“ CareEvolve ”).  (RDC, BRLI and CareEvolve are sometimes referred to herein collectively as the “ Parties ” and each individually as a “ Party .”)

PRELIMINARY STATEMENTS

A.             CareEvolve, RDC and BRLI entered into that certain Strategic Marketing Alliance Agreement dated as of December 31, 2001 (the “ Original Agreement ”), a copy of which is attached hereto as Exhibit A and made a part hereof; and

B.             Pursuant to the Original Agreement, the Parties created and participated in a strategic marketing alliance (the “ Alliance ”).

C.             The Parties now wish to modify the structure of the Alliance to, among other things, reallocate responsibility for the provision of management services to CareEvolve and alter the cost and expense structure between RDC and BRLI.

D.             To those ends, the Parties wish to affirm portions of the Original Agreement, amend other portions of the Original Agreement and supplement the Original Agreement through this Addendum.

TERMS

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.              Integration with Original Agreement .  RDC and BRLI hereby ratify, affirm and approve all terms and conditions of the Original Agreement, unless the same are specifically amended, deleted, or supplemented by this Addendum.  In the event of any conflict between the terms of the Original Agreement and the terms of this Addendum, the terms of this Addendum shall take precedence over the Original Agreement, and this Addendum shall govern and control.  All references herein to the “Agreement” shall mean the Original Agreement and this Addendum together.  All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Original Agreement.

2.              Acknowledgement of Continued Operation .  The Parties hereby stipulate, acknowledge, understand and agree that CareEvolve has operated in accordance with the direction and approval of the Steering Committee and that the Alliance has developed into a business operation that RDC and BRLI wish to continue developing and building as a joint effort.  The parties further agree that:

(a) All obligations of RDC with respect to periods after August 31, 2003 imposed by Section 2 of the original Agreement are hereby cancelled as of August 31, 2003.

(b) All obligations of BRLI and CareEvolve with respect to periods after August 31, 2003 imposed by Section 3 and 4 of the Original Agreement are hereby cancelled as of August 31, 2003.

(c) All obligations of RDC, BRLI and CareEvolve with respect to periods after August 31, 2003 imposed by Section 5 of the Original Agreement are hereby cancelled as of August 31, 2003.

(d) All rights of RDC to a return of its invested capital, to a “revenue stream” and to a license as set forth in Section 8(b) of the Original Agreement are hereby cancelled nunc pro tunc as of October 31, 2004.

(e) All rights of RDC to purchase equity interests in BRLI or CareEvolve as set forth in Section 15(a) of the Original Agreement are hereby cancelled nunc pro tunc as of October 31, 2004.

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(f) Each party hereto hereby releases each and every other party hereto from any and all liability for failure to perform any duty, effect any payment or fully meet any obligation set forth in any of the above provisions of the Original Agreement described in this Section 2 whether prior to or subsequent to August 31, 2003. The parties hereto agree that for all periods subsequent to August 31, 2003, the provisions of Section 5, 6, 7, 8 and 9 of this Addendum shall be binding on each of them.

Representations and Warranties of RDC .  RDC hereby represents and warrants to BRLI as follows:

Authority; Binding Agreement; Non-contravention .  RDC has full power and authority to execute and deliver this Addendum and the other documents relating to the Alliance (the “Alliance Documents”) and to perform its obligations hereunder and thereunder.  This Addendum and the other Alliance Documents, when executed, will constitute the valid and binding obligation of RDC, enforceable in accordance with their respective terms.  Neither the execution and delivery of this Addendum and the other Alliance Documents, nor the consummation of the actions and transactions contemplated herein and therein will, with or without the passage of time or the delivery of notice, (i) conflict with, result in a breach or constitute a default under any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which RDC is a party or bound, (ii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court, administrative agency, commission or other governmental entity or instrumentality, or (iii) violate any provision of the Articles of Incorporation, bylaws or other constituent documents of RDC.

Organization .  RDC is a corporation duly organized and validly existing under the laws of the State of Indiana.

Consents .  No notice to, filing with or authorization, consent or approval of any governmental entity or third party is necessary for the consummation by RDC of the actions and transactions contemplated by this Addendum and the other Alliance Documents.

Authorization .  All corporate action on the part of RDC and its directors and its shareholders necessary for the authorization, execution, delivery and performance by RDC of each Alliance Document and the consummation of the actions and transactions contemplated therein has been taken.

Litigation .  There is no action, suit, proceeding or investigation pending, or to RDC’s knowledge, currently threatened against RDC that questions the validity of this Addendum or any other Alliance Document, or the right of RDC to enter into such agreements, or to consummate the actions and transactions contemplated hereby or thereby.

Representations and Warranties of BRLI .  BRLI hereby represents and warrants to RDC as follows:

Authority; Binding Agreement; Non-contravention .  BRLI has full power and authority to execute and deliver this Agreement and the other Alliance Documents and to perform its obligations hereunder and thereunder.  This agreement and the other Alliance Documents, when executed, will constitute the valid and binding obligation of BRLI, enforceable in accordance with their respective terms.  Neither the execution and delivery of this Addendum and the other Alliance Documents, nor the consummation of the actions and transactions contemplated herein and therein will, with or without the passage of time or the delivery of notice, (i) conflict with, result in a breach or constitute a default under any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which BRLI is a party or bound, (ii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court, administrative agency, commission or other governmental entity or instrumentality, or (iii) violate any provision of the Articles of Incorporation, bylaws or other constituent documents of BRLI.

Organization .  BRLI is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey.

Consents .  No notice to, filing with or authorization, consent or approval of any governmental entity or third party is necessary for the consummation by BRLI of the actions and transactions contemplated by this Addendum and the other Alliance Documents.

Confirmation of CareEvolve Representations and Warranties .  All representations and warranties made by CareEvolve in this Addendum or any other Alliance Document are true, correct and complete, and no such

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representation or warranty contains any untrue statement of a material fact, or omits a material fact necessary to make the statements therein not misleading.

Authorization .  All corporate action on the part of BRLI and its directors and its shareholders necessary for the authorization, execution, delivery and performance by BRLI of each Alliance Document and the consummation of the actions and transactions contemplated therein has been taken.

Litigation .  There is no action, suit, proceeding or investigation pending, or to BRLI’s knowledge, currently threatened against BRLI that questions the validity of this Addendum or any other Alliance Document, or the right of BRLI to enter into such agreements, or to consummate the actions and transactions contemplated hereby or thereby.

Representations and Warranties of CareEvolve .  CareEvolve hereby represents and warrants to RDC as follows:

Authority; Binding Agreement; Non-contravention .  CareEvolve has full power and authority to execute and deliver this Addendum and the other Alliance Documents and to perform its obligations hereunder and thereunder.  This Addendum and the other Alliance Documents, when executed, will constitute the valid and binding obligation of CareEvolve, enforceable in accordance with their respective terms.  Neither the execution and delivery of this Addendum and the other Alliance Documents, nor the consummation of the actions and transactions contemplated herein and therein will, with or without the passage of time or the delivery of notice, (i) conflict with, result in a breach or constitute a default under an