EXHIBIT
      10.51

    


    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
      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.
      Notwithstanding the preceding sentence, in no event shall CareAdvantage be
      required to pay a reconciling adjustment to Kaiser for any six-month period
      in
      excess of $*. 

    


    1.2.2 Section
      4.4.1 of the Agreement and Attachment 4.4.1 shall be deleted. 

    


    2. Except
      to
      the extent set forth herein, the Agreement, as amended by this Amendment, shall
      remain in full force and effect.

     

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

    

    
 

    
      
        
        

      

      
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    This
      Amendment may be executed in several counterparts, each of which is an original
      but all of which shall constitute one and the same instrument.

    


    In
      Witness Whereof,
      the
      parties have executed this Agreement as of the date set forth
      above.

    
       

      
        	
                CareAdvantage, Inc.

              	 	Kaiser Foundation Health
                Plan of
                the Northwest
	 	 	 	 	 
	By:	Dennis
                J. Mouras	 	By:	Frank
                Hemeon
	 	CEO	 	 	CFO


      

    

     

     

     

    
      
        
        

      

      
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    ATTACHMENT
      1.1A

    


     

    No
      later
      than January 15, 2006 and no later than July 15, 2006, Kaiser will provide
      CareAdvantage with paid claims data for all claims in the Covered Population.
      Within approximately four weeks of CareAdvantage’s receipt of this data,
      CareAdvantage will:

    


    
      	·  	
              Load
                data into data processing
                environment

            


    

    
      	·  	
              Conduct
                technical and initial clinical review of data (review for
                completeness)

            


    

    
      	·  	
              Run
                data through conversion program 

            


    

    
      	·  	
              Validate
                data conversion

            


    

    
      	·  	
              Prepare\run
                data files though CRG algorithms

            


    

    
      	·  	
              Validate
                CRG assignments (validity check)

            


    

    
      	·  	
              Program
                reports to generate analyses with updated data
                elements

            


    

    
      	·  	
              Review
                RPNavigator analyses results 

            


    

    
      	·  	
              Move
                into production environment

            


    

    
      	·  	
              Deliver
                observations summary report (which would address significant changes
                from
                previous periods)

            


    

    


    Thereafter,
      CareAdvantage will conduct at least one day of on-site consulting per quarter,
      including data analytical and operational integration reviews.

    


    During
      the term of this Agreement, CareAdvantage will maintain telephone support for
      technical and clinical inquiries 6:00 a.m. through 6:00 p.m., Pacific Time,
      Monday through Friday. 

    


    (The
      four-week schedule provided by this Attachment assumes that there will be no
      change in Kaiser’s claims system(s) and business rules from those provided by
      Kaiser to CareAdvantage on or before September 1, 2004. In the event of any
      such
      change, the four-week schedule is subject to adjustment, and any additional
      services required by CareAdvantage on account of such changes will be billed
      in
      accordance with Attachment 4.2.)

     

    
      
        
        

      

      
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