EXHIBIT
      10.52

    


    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.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    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 and license provided under this
      Agreement, as amended (including but not limited to APR-DRG Recurring Services),
      the sum of $* per month plus $* PMPM for each discrete member in the Kaiser
      Data
      in excess of *. During the term of this Agreement, compensation shall be payable
      without invoice quarterly commencing on the 1st day of April 2006, and on the
      1st
      day of
      each subsequent quarter; payment for the quarter commencing April 1, 2006,
      shall
      be $* (which assumes * members). Payments made pursuant to the foregoing
      sentence shall be reconciled to the Kaiser Data that Kaiser makes available
      to
      CareAdvantage pursuant to Attachment 1.1.1, 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 quarter in excess
      of
      $*. 

    


    b. There
      is
      added a new Section 4.1.1 as follows:

    


    4.1.1 Credit.
      Kaiser
      shall be allowed a one-time credit in the amount of $* to the compensation
      otherwise due CareAdvantage on April 1, 2006,.

     

    c. There
      is
      added a new Section 4.4.1 as follows:

    


    4.4.1. On
      Account of Increases in Kaiser Northwest’s Covered
      Population. CareAdvantage’s
      compensation under Section 4.1 has been determined by assuming that the Kaiser
      Data contains at least 500,000 but less than 750,000 discrete members. If the
      Kaiser Data increases beyond 750,000 members, then in lieu of the amounts
      provided by Section 4.1, the rate shall be determined in accordance with
      Attachment 4.4.1.

    


    d. There
      is
      added a new Attachment 4.4.1 as attached hereto.

    


    


    6. Except
      to
      the extent set forth herein, the Agreement, as amended, 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
        Second 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 Second Amendment as of the date set forth
        above.



    
      
        	
                CAREADVANTAGE,
                  INC.

              	
                 

              	
                KAISER FOUNDATION HEALTH PLAN OF THE
                  NORTHWEST

              
	 	 	 	 	 
	By:	Dennis
                J. Mouras	 	By:	Gary
                O. Morgan
	 	CEO	 	 	Title: VP
                Product & Business
                Development


      

    

     

    
       

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    

      ATTACHMENT
        1.1.1

      


      CRG
        RECURRING SERVICES

       

      During
        the term of this Agreement, no later than the 1st day of March, June, September,
        and December, Kaiser will provide CareAdvantage with claims data for all
        claims
        in the Covered Population paid subsequent to Kaiser’s last providing
        CareAdvantage with its paid claims data. 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.)

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        1.1.2

       

      APR-DRG
        RECURRING SERVICES

       

      During
        the term of this Agreement, on a semi-annual basis (during March and September),
        upon receipt of the Kaiser Data as provided in Attachment 1.1.1 CAI will
        perform
        the following tasks within four weeks:

      


      
        	·  	
                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 APR-DRG algorithm

              


      

      
        	·  	
                Validate
                  APR-DRG assignments (validity
                  check)

              


      

      
        	·  	
                Conduct
                  clinical analysis

              


      

      
        	·  	
                Program
                  reports to generate analyses with updated data
                  elements

              


      

      
        	·  	
                Review
                  analyses results 

              


      

      
        	·  	
                Deliver
                  Executive Summary with Key Findings and Observations summary report
                  

              


      

      


      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.)

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        4.4.1

      


      


      PMPM
        FEES FOR INCREASES IN DISCRETE MEMBERS IN KAISER DATA

      


      


      
        	
                Number
                  of Discrete Members

              	
                Fees

              
	 	 
	
                at
                  least 500,000 but less than 750,000

              	
                $*
                  per month plus $* PMPM for each member over 500,000

              
	
                at
                  least 750,000 but less than 1,000,000

              	
                $*
                  per month plus $* PMPM for each member over 750,000

              
	
                at
                  least 1,00,000 but less than 3,000,000

              	
                $*
                  per month plus $* PMPM for each member over 1,000,000

              
	
                more
                  than 3,000,000

              	
                to
                  be determined

              


      

      


      


      


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

                


        



      
        
          
          

        

        
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