**EXHIBIT
      10.57**





**AMENDMENT
      NUMBER THREE (3) TO**


**DATA
      SERVICES LICENSE AGREEMENT**





**THIS
      AMENDMENT NUMBER THREE (3) TO DATA SERVICES LICENSE AGREEMENT** (“Agreement”)
      is entered into as of the ***1*** ***st*** day of ***April,
      2008,*** (“Effective
      Date”) by and between ***CARE
      ADVANTAGE, INC. (“CAI”),*** having
      a
      place of business at ***485
      C Route One South, Iselin, NJ 08830,*** and
      3M
      COMPANY, a Delaware Corporation, having a place of business at 575 West Murray
      Blvd., Murray, UT 84123 (“3M”).




**CAI
      and 3M agree that the above referenced Agreement is amended as
      follows:**




**1.**  **Scope
      of Amendment** **.** Except
      as amended herein, the Agreement shall remain in full force and effect according
      to its terms. In case of a conflict between a provision of this Amendment and
      a
      provision or provisions of the Agreement, the provision of this Amendment shall
      control. Except as specifically set forth herein, all terms used in this
      Amendment shall have the meanings attributed to them in the
      Agreement.




**2.**  **Section
      1 - Definitions** **.** Delete
      the definitions of “3M Software”, “Aggregate Data”, “Patient Specific Data”, and
“patient Data” in their entirety and replace with the following:




**“3M
      Software”** means
      3M’s proprietary Clinical Risk Groups (“CRG”) software, and any Updates thereto.




**“Aggregate
      Data”** means
      data (in either electronic or hard-copy, printed format), for which it is not
      possible to identify an individual patient and his/her associated CRG
      assignment.




**“Patient
      Specific Data” or “Patient Data”** means
      data that contains the assignment of a particular CRG to an individual patient’s
      records such that a particular CRG and a patient-identifying characteristic
      (including, but not limited to, the patient’s name, medical records umber,
      social security number, age or sex) can be identified.




**“VENDOR
      Customer”** means
      a Consultant, Employer or Managed Care Plan to whom CAI provides Data Analysis
      Services using the 3M Software .




**3.**  **Section
      1 - Definitions** **.** Delete
      the definitions of APR-DRGs and APR-DRG Grouper Plus in their
      entirety.




**4.**  **Section
      2.3 - 3M Software License** **.** Delete
      paragraph 2.3 in its entirety and replace with the following:




**2.3**  **3M
      Software License** **.** During
      the Term of this Agreement, 3M shall deliver one copy of the 3M Software to
      CAI
      and hereby grants CAI a nontransferable, nonexclusive license (“License”) to use
      the 3M Software solely on CAI’s designated Equipment at the installation
      Site(s), solely and exclusively for the purpose of providing Data Analysis
      Services as set forth in Sections 2.3.2 to 2.3.4, and to make such copies of
      the
      3M Software as are necessary to secure CAI’s data or which are essential to the
      operation of the Equipment. All other uses of the 3M Software are specifically
      prohibited without 3M’s prior written consent, including, but not limited to:
      (i) making extra copies of the 3M Software or Documents, or any part or portion
      thereof (except as set forth in Section 2.4 below), (ii) distributing,
      licensing, sublicensing, leasing, lending, transferring or permitting access to the 3M
      Software or Documents, or any part or portion thereof, to any third party,
      (iii)
      imbedding the 3M Software or Documents, or any part or portion thereof, into
      any
      of CAI’s software or software-related documentation for distribution to, or
      access by, third parties, or (iv) disassembling, reverse-engineering or creating
      derivative works based upon the 3M Software and
      (v) using the 3M Software for the benefit of any entity not reported to 3M
      as a
      VENDOR Customer .
      3M
      shall consider extending the scope of the license granted herein, on a
      case-by-case basis, in response to any requests by CAI to use the 3M Software
      to
      provide Data Analysis Services to an entity that falls outside of the definition
      of a Consultant, Employer, or Managed Care Plan in Section 1.




**5.**  **Section
      2.3 - 3M Software License** **.** Delete
      paragraph 2.3.1 in its entirety.




**6.**  **Section
      2.5 - Proprietary Rights Notices** .
      Delete
      section 2.5 in its entirety and replace with the following:




**2.5**  **Proprietary
      Rights Notices** **.** CAI
      shall
      include on all written reports produced using the output data from the 3M CRG
      Software the following notice: “ This
      report was produced using data obtained through the use of 3M’s proprietary
      computer software created, owned and licensed by 3M Company. All copyrights
      in
      and to the 3MTM Software are owned by 3M. All rights reserved.”




**7.**  **Section
      2.7 - Specific Prohibitions** **.** Add
      Section 2.7 to the Agreement as follows:




**2.7**  **Specific
      Prohibitions** **.** Except
      for the limited license set forth in Section 2.3 above, no other right or
      license is granted to CAI hereunder with respect to the 3M Software and 3M
      reserves all other rights to itself. Without limiting the foregoing reservation
      of rights, and for purposes of clarity only, CAI is specifically prohibited
      from
      directly or indirectly making or doing any of the following acts with respect
      to
      the 3M Software: (i) making any modification to the 3M Software, (ii) making
      or
      creating any derivative work based upon the 3M Software, including any
      translations of the 3M Software from English to a foreign language, (iii) using
      the clinical logic contained or embodied in the 3M Software for any purpose
      including, but not limited to, the creation or modification of any product
      or
      service (for purposes of this prohibition, clinical logic means the
      specifications that define diagnosis and procedure codes (including the
      interrelationships between such codes), lists, logic trees, abbreviations,
      algorithms and other material for implementing 3m’s proprietary APR DRG
      Classification System, all of which is proprietary to 3M), or (iv) decompiling,
      disassembling or reverse-engineering the 3M Software.




Page
          1 of
          6





**2.7.1**  **Limited
      Data Interface** **.** The
      license granted herein only permits CAI to develop or use an interface that
      communicates or transfers the data output from the 3M Software solely and
      exclusively to the CAI Software specifically identified above. Nothing herein
      permits or grants CAI the right to develop or use, for itself or any third
      party
      (including CAI Customers) an interface that directly or indirectly communicates
      or transfers the data output from the 3M Software to any other CAI
      product.




**2.7.2**  **3M
      Trademarks** **.** No
      right,
      license or permission is currently granted under this Agreement to CAI to use
      any 3M trademark; provided, however, 3M reserves the right to require CAI upon
      thirty (30) days advance written notice, to use a 3M-designated trademark in
      association with the marketing, advertising and distribution of 3M Software
      and
      3M Documentation. Use of a 3M-designated trademark, if and when required by
      3M,
      will be a condition to continued license of the 3M Software and 3M
      Documentation, under this Agreement, and 3M may terminate this Agreement
      pursuant to Section 8 upon CAI’s failure or refusal to comply with the
      obligations of this Section 2.7.2. CAI’s use of a 3M-designated trademark under
      such circumstances shall be subject to such license terms, quality control
      obligations and use guidelines, as 3M shall then require. Until such time as
      3M
      may require use of a 3M-designated trademark, 3M shall advise CAI of the content
      and location of any required attribution or credit line respecting 3M, the
      3M
      Software and Documentation, marketing and sales literature, and the
      like.




**8.**  **Section
      5.1 - Fee, Payment** **.** Delete
      section 5.1 in its entirety and replace with the following:




**5.1**  **Fee,
      Payment** **.** All
      fees
      and payments to 3M herein are denominated in U.S. Dollars. For CAI clients
      that
      do not have a license for the 3M Software, CAI shall pay to 3M the Software
      License Fees for use in Data Analysis Services for the use of the 3M Software
      calculated and paid in accordance with Exhibit 2 (Managed Care Plans and
      Integrated Delivery Systems) and Exhibit 4 (Employers) attached hereto. All
      Data
      Analysis Fees shall be paid to 3M on a calendar quarterly basis, in U.S.
      Dollars, no later than thirty (30) days following CAI’s
      receipt of a quarterly invoice from 3M .
      CAI’s
      obligation with respect to the timely payment of the Software License Fee to
      3M
      hereunder shall not be contingent upon CAI’s collection of revenue or settling
      of internal charges, from Employers or Managed Care Plans and Integrated
      Delivery Systems, if any, and CAI shall bear all risk of non-payment or slow
      payment with respect to any such revenue or charges. In addition, 3M may assess
      a late payment charge at the rate of one percent (1%) per month or the maximum
      rate permitted by applicable law, whichever is less, on the unpaid amount for
      each month (or fraction of a month) any payment is late. In addition, if CAI
      becomes thirty days past due on an undisputed invoice, 3M may, upon written
      notice to CAI, immediately suspend the Support Services set forth in Section
      3.0
      until such past due charges are brought current or until this Agreement is
      terminated for breach as set forth in Section 9.2.




**9.**  **Section
      5.2 - Statement, Audit** **.** Delete
      section 5.2 in its entirety and replace with the following:




**5.2**  **Statement,
      Audit** **.** Within
      thirty (30) days after the end of March 31, June 30, September 30 and December
      31, CAI will provide to 3M a
      statement that itemizes the identity of each Managed Care Plan and Integrated
      Delivery System receiving Data Analysis Services, the start and end date on
      which the agreement under which CAI provides Data Analysis Services to each
      CAI
      Customer, client demographics and number of covered lives, and a calculation
      of
      the fees for Data Analysis Services due to 3M with sufficient detail to verify
      such calculation an example of which is attached as Exhibit 5. Such statement
      shall be delivered to 3M electronically at 3mhisreporting@mmm.com even if no
      quarterly payment is due. Upon
      receipt of such statement, 3M shall issue to CAI an invoice in the amount owed
      by CAI for the applicable quarter, which invoice shall be paid by CAI in
      accordance with Section 5.1 .
      CAI
      shall maintain books and records substantiating its payments to 3M hereunder
      and
      make such books and records available upon request by 3M and in accordance
      with
      the provisions of Section 2.8 of this Agreement.




**10.**  **Section
      8.1.a - Extended Term and Termination** **.** Add
      section 8.1a in its entirety:




**8.1.a**  **Extended** **Term
      and Termination** **.** Subject
      to 8.2, the parties agree to extend the term of this Agreement for five (5)
      years effective ***April
      1, 2008*** and
      remain in effect until ***April
      1, 2013*** (the
“Extended Term”) at which time this Agreement shall renew automatically for
      successive one year periods unless either party gives the other written notice
      of termination of this Agreement at least one (1) year prior to the expiration
      of the Term. Both parties agree to conduct a joint review of the Agreement
      at
      least one (1) year prior to the expiration of the Term. It is understood that
      either party may elect not to renew the Agreement for any reason, or no reason.
      Notwithstanding the foregoing, but subject to Section 8.2, either party may
      terminate this Agreement immediately upon the occurrence of any of the following
      events: (i) the other party fails to cure a breach of this Agreement within
      thirty (30) days after receiving written notification thereof, (ii) the other
      party institutes, or has instituted against it, proceedings under bankruptcy
      or
      insolvency laws, for corporate reorganization, receivership, dissolution or
      similar proceedings; (iii) the other party makes a general assignment for the
      benefit of creditors, or becomes insolvent; or (iv) the other party ceases
      to
      conduct business or to conduct the business relevant hereunder.




**11.**  **Section
      8.3 - Limited Right to Use “As is”** **.** Delete
      Section 8.3 in its entirety and replace with the following:




**8.3**  **Limited
      Right to Use “As is”** **.** Should
      3M
      elect not to renew this Agreement pursuant to Section 8.1, CAI shall have the
      right to continue to use the 3M Software on an “as is” basis, with no warranty
      nor right to maintenance or support from 3M, for the shorter time period of
      (i)
      the current term of CAI’s contract(s) to provide Data Analysis Services to its
      clients (without any renewal thereof, even if provided for in such
      contracts(s)), but only for those contracts that are in existence as of the
      date
      3M gives CAI its written notice of non-renewal, or (ii) three (3) years (the
      “Tail Period”). CAI’s continued use of the 3M Software during the Tail Period is
      subject to CAI’s compliance with all of its obligations under this Agreement,
      including the payment of all Fees in accordance with the Exhibit 1 and Exhibit
      2. In addition, should 3M elect not to renew this Agreement pursuant to Section
      8.1, 3M agrees that it will not, for a period of two (2) years following such
      termination, solicit any CAI client to license CRG-related software from 3M
      if
      such client has a contract for Data Analysis Services in existence with CAI
      as
      of the date of termination.




**12.**  **EXHIBIT
      2 - Software License Fees - Managed Care Plans and Integrated Delivery
      Systems** **.** Delete
      EXHIBIT 2 in its entirety and replace with the attached Exhibit 2.




**13.**  **EXHIBIT
      3 - Software License Fees - Healthcare Providers** **.** Delete
      EXHIBIT 3 in its entirety.




Page
          2 of
          6




**14.**  **EXHIBIT
      4 - Software License Fees - Employers** **.** Delete
      EXHIBIT 4 in its entirety and replace with the attached EXHIBIT 4.




**15.**  **EXHIBIT
      5 - Quarterly Statement Format** **.** Add
      to
      the Agreement the attached Exhibit 5.




**IN
      WITNESS WHEREOF,** the
      parties’ duly authorized representatives have signed this
      Agreement.




***CARE ADVANTAGE,
              INC.***
            
            
            3M
              COMPANYBY/S/
            
            
            BY/S/NAME:Dennis
                J. Mouras
              TITLE:CEO
              DATE:11/2/2007
            
            
            NAME:
Heather
                Bertotti
              TITLE:
Contract
                Manager
              DATE:***May
                14, 2007***




Page
          3 of
          6


**EXHIBIT
      2**


**Software
      License Fees**





**Managed
      Care Plans and Integrated Delivery Systems**





Initial
      Assessment Fee :
      (May be
      applied toward “Annual Data Analysis Service Fees” for CAI clients that commit
      to an annual agreement.)





CRG Software
            $*
              Per engagement per CAI client (onetime
              project fee for a single CAI client for amaximum
              of three months.)Comparative Norms
            $* per data set per year (Unlimited
              use.)





Annual
      Data Analysis Service Fees (Per CAI client) :





CRG
      Software   Calculated
      on a per CAI client Per Member Per Month (PMPM)


and
      paid
      on a quarterly basis using the following formula:




$*
      X
      Total Members X CRG Volume Multiplier


Total
                  Members
              
              CRGVolume
                  Multiplier100,000
                  - 1,500,000
              
              *1,500,001
                  - 2,000,000
              
              *2,000,001
                  - 2,500,000
              
              *2,500,001
                  - 3,000,000
              
              *3,000,001
                  - 3,500,000
              
              *3,500,001
                  - 4,000,000
              
              *4,000,001
                  - 4,500,000
              
              *4,000,001
                  - 4,500,000
              
              *Over
                  5,000,000
              
              *




Although
      fees are quoted on a PMPM basis, this rate will be available only to those
      Managed Care Plans or Integrated Delivery Systems (IDSs) agreeing to purchase
      annual services.




Page
          4 of
          6


**EXHIBIT
      4**


**Software
      License Fees**





**Employers
      or Consultants to Employers**




Annual
      Assessment Fee (Per Employer) :





CRG
      Software       $*





Plus
      Annual Data Analysis Service Fee :





CRG
      Software    $*
      Per
      Member Per Month





Although
      fees are quoted on a PMPM basis, this rate will be available only to those
      Employers or
      Consultants to Employers committing to an annual agreement. CAI must contact 3M for a fee quotation
      with
      respect to any Employer that does not commit to an annual
      agreement.




Page
          5 of
          6


**EXHIBIT
      5**


**Quarterly
      Statement Format**





Each
      quarterly report must include the following data elements. A WindowsTM Excel
      spreadsheet will be provided electronically by 3M.




Vendor
      Name




·  Reporting
      Period Beginning




·  Reporting
      Period End




·  Date
      Report Submitted




·  Vendor
      Customer Name




·  Vendor
      Customer Type (Payer, Employer, Etc.)




·  Vendor
      Customer Street Address




·  Vendor
      customer City, State, Zip




·  Vendor
      Customer Actual or Estimated Number of Plan Members




·  Term
      of
      Vendor Customer Contract




·  Date
      of
      Vendor Customer Contract Cancellation (if applicable)




·  Service
      Period for Vendor Customer License Fee




·  3M
      License Fee for Vendor customer Service




·  Comments




Page
          6 of
          6




**AMENDMENT
      NUMBER TWO (2) TO**


**DATA
      SERVICES LICENSE AGREEMENT**





**THIS
      AMENDMENT NUMBER TWO (2) TO DATA SERVICES LICENSE AGREEMENT** (“Agreement”) is entered into as of the ***29*** ***th*** day of ***October
      2004*** ,
      (“Effective Date”) by and between ***CARE
      ADVANTAGE, INC. (“CAI”),*** having a
      place of business at 485 ***C
      Route One South, Iselin, New Jersey 08830*** ,
      and **3M
      COMPANY** ,
      a
      Delaware corporation, having a place of business at 575 West Murray Blvd.,
      Murray, UT 84123 (“3M”).





**CAI
      and 3M agree that the above referenced Agreement is amended as
      follows:**





**1.**  **Section
      5.1** **.** Section
      5.1 of the Agreement is deleted and replaced with the following
      language:





**5.1.**  **Fee,
      Payment** **.** All
      fees
      and payments to 3M herein are denominated in U.S. Dollars. For CAI clients
      that
      do not have a license for the 3M Software, CAI shall pay to 3M the Software
      License Fees for use in Data Analysis Services for the use of the 3M Software
      calculated and paid in accordance with Exhibit 2 (Managed Care Plans and
      Integrated Delivery Systems), Exhibit 3 (Healthcare Providers), and Exhibit
      4
      (Employers) attached here to. If during any contract year of this Agreement
      the
      Software License Fees paid by CAI are less than $*, then CAI shall pay 3M the
      difference between $* and the Software License Fees actually paid during such
      year (“Minimum Fee”). All Data Analysis Fees shall be paid to 3M on a calendar
      quarterly basis, in U.S. Dollars, no later than fort-five (45) days following
      March 31, June 30, September 30, and December 31. The minimum Fee payment,
      if
      any, shall be included in the March 31 quarterly payment and up to $* of the
      Minimum Fee payment may be offset against the following quarterly payment.
      CAI’s
      obligation with respect to the timely payment of the Software License Fee to
      3M
      hereunder shall be contingent upon CAI’s collection of revenue, or settling of
      internal charges, from Managed Care Plans and Non-Managed Care Plans, if any,
      and CAI shall bear all risk of non-payment or slow payment with respect to
      any
      such revenue or charges. In addition, 3M may assess a late payment charge at
      the
      rate of one percent (1%) per month or the maximum rate permitted by applicable
      law, whichever is less, on the unpaid amount for each month (or fraction of
      a
      month) any payment is late. In addition, if CAI becomes thirty days past due
      on
      an undisputed invoice, 3M may, upon written notice to CAI, immediately suspend
      the Support Services set forth in Section 3.0 until such past due charges are
      brought current or until this Agreement is terminated for breach as set forth
      in
      Section 9.2.





**2.**  **Delete** **** each
      occurrence of the phrase “Grouper Plus” from the Agreement and all
      Amendments.





**IN
      WITNESS WHEREOF** ,
      the
      parties’ duly authorized representatives have signed this
      Agreement.




CARE ADVANTAGE, INC.
            
            
            3M COMPANYBY/S/
            
            
            BY/S/NAMEDennis
                J. Mouras
              TITLECEO
              DATE11/2/2004
            
            
            NAME
Nancy
                A. Larson
              TITLE
General
                Manager, Health Information Systems
              DATEOctober
                29, 2004Issue
                Date: 10/29/04  3M Contract
                No.: 03-0469
              Site
                ID: 2220410









**AMENDMENT
      NUMBER ONE (1) TO**


**DATA
      SERVICES LICENSE AGREEMENT**




**THIS
      AMENDMENT NUMBER ONE (1) TO DATA SERVICES LICENSE AGREEMENT** (“Agreement) is entered into as of the ***2*** ***nd*** day of ***December,
      2003*** ,
      (“Effective Date”) by and between ***CAREADVANTANGE,
      INC. (“CAI”),*** having a
      place of business at ***485
      C Route One South, Iselin, New Jersey 08330*** ,
      and 3M
      COMPANY, a Delaware corporation, having a place of business at 575 West Murray
      Blvd., Murray, UT 84157-0900 (“3M”).




**CAI
      and 3M agree that the above referenced Agreement is amended as
      follows:**




**1.**  **Scope
      of Amendment** **.**  Except
      as
      amended herein, the Agreement shall remain in full force and effect according
      to
      its terms. In case of a conflict between a provision of this Amendment and
      a
      provision or provisions of the Agreement, the provision of this Amendment shall
      control. Except as specifically set forth herein, all terms used in this
      Amendment shall have the meanings attributed to them in the
      Agreement.




**2.**  **Definitions** **.** The
      following terms either replace terms as originally defined in the Agreement
      or,
      where the term was not originally defined in the Agreement, are added to the
      Agreement.




**“Consultant”** means an
      individual, partnership, corporation or other entity that has agreement with
      CAI
      for the use or receipt of CAI products and services for purposes of the
      Consultant’s provision of healthcare-related consulting services to an Employer
      with respect to only the Employer’s Covered Members.




**“Data
      Analysis Services”** means
      analysis of Employer, Managed Care Plan and Healthcare Providers data by CAI,
      or
      Consultants under contract with CAI, through CAI’s use of the 3m
      Software.




**“Employer”** means
      any entity (including but not limited to an employer, union or
      jointly-administered employer-union fund) that pays for, or reimburses for,
      the
      cost of healthcare for its employees, retirees and eligible dependents
      (collectively referred to as “Covered Members”).




**“Managed
      Care Plan”** means
      any entity (other than an Employer) that pays or reimburses for the provision
      of
      health care services to its Members.




**3.**  **Section
      2.3** .
      Section
      2.3 of the Agreement is deleted and replaced with the following
      language:




**2.3**  **3M
      Software License** **.** During
      the Term of this Agreement, 3M shall deliver one copy of the 3M Software to
      CAI
      and hereby grants CAI a nontransferable, nonexclusive license (“License”) to use
      the 3M Software solely on CAI’s designated Equipment a the Installation Site(s),
      solely and exclusively for the purpose of providing Data Analysis Services
      as
      set forth in Sections 2.3.1 to 2.3.4 and to make such copies of the 3M Software
      as are necessary to secure CAI’s data or which are essential to the operation of
      the Equipment. All other uses of the 3M Software are specifically prohibited
      without 3M’s prior written consent, including, but not limited to: (i) making
      extra copies of the 3M Software or Documents, or any part or portion thereof
      (except as set forth in Section 2.4 below), (ii) sublicensing, leasing, lending,
      transferring or permitting access to the 3M Software or Documents, or any part
      or portion thereof, to any third party, (iii) imbedding the 3M Software or
      Documents, or any part or portion thereof, into any of CAI’s software or
      software-based documentation for distribution to, or access by, third parties,
      or (iv) disassembling, reverse-engineering or creating derivative works based
      upon the 3M Software. 3M shall consider extending the scope of the license
      granted herein, on a case-by-case basis, in response to any request by CAI
      to
      use the 3M Software to provide Data Analysis Services to an entity that falls
      outside of the definition of a Consultant, Employer, Managed Care Plan or
      Healthcare Provider in Section 1.




**4.**  **Section
      2.3.3** **.
      Section 2.3.3 of the Agreement is redesignated Section 2.3.5 and a new** Section
      2.3.3 is added to the Agreement with the following language:




**2.3.3**  **Data
      Analysis Services to Employers** **.** CAI
      may
      use the 3M Software to generate and provide Aggregate Data, Patient Specific
      Data and Comparative Norms to Employers with respect to such Employers’ Covered
      Members via written reports, electronic files, Internet access or
      otherwise.




**5.**  **Section
      2.3.4** **.
      Section 2.3.4 of the Agreement is redesignated Section 2.3.6 and a new** Section
      2.3.4 is added to the Agreement with the following language:




**2.3.4**  **Consultants** **.** CAI may
      use the 3M Software to generate and provide Aggregate Data, Patient Specific
      Data and Comparative Norms to Consultants, via written reports, electronic
      files, Internet access or otherwise, for consultants to provide Data Analysis
      Services to Employers with respect to such Employers’ Covered Members. Nothing
      herein shall permit CAI to use the 3M Software for purposes of providing
      Aggregate Data, Patient Specific Data or Comparative Norms to any Consultant
      who
      intends to use such information for purposes of providing Data Analysis or
      other
      consulting services to any Healthcare Providers, Managed Care Plans or
      integrated delivery system.









**6.**  **Section
      5.1** **.** Section
      5.1 of the Agreement is deleted and replaced with the following
      language:




**5.1**  **Fee,
      Payment** **.** All
      fees
      and payments to 3M herein are denominated in U.S. Dollars. For CAI clients
      that
      do not have a license for the 3M Software, CAI shall pay to 3M the Software
      License Fees for use in Data Analysis Services for the use of the 3M Software
      calculated and paid in accordance with Exhibit 2 (Managed Care Plans and
      Integrated Delivery Systems), Exhibit 3 (Healthcare Providers), and Exhibit
      4
      (Employers) attached hereto. If during any contract year of this Agreement
      the
      Software License Fees paid by CAI are less than $*, then within thirty (30)
      days
      thereafter CAI shall pay 3M the difference between $* and the Software License
      Fees actually paid during such year. All Data Analysis Fees shall be paid to
      3M
      on a calendar quarterly basis, in U.S. Dollars, no later than forty-five (45)
      days following March 31, June 30, September 30, and December 31. CAI’s
      obligation with respect to the timely payment of the Software License Fees
      to 3M
      hereunder shall not be contingent upon CAI’s collection of revenue, or settling
      or internal charges, from Managed Care Plans and Non-Managed Care Plans, if
      any,
      and CAI shall bear all risk of non-payment or slow payment with respect to
      any
      such revenue or charges. In addition, 3M may assess a late payment charge at
      the
      rate of one percent (1%) per month or the maximum rate permitted by applicable
      law, whichever is less, on the unpaid amount for each month (or fraction of
      a
      month) any payment is late. In addition, if CAI becomes thirty days past due
      on
      an undisputed invoice, 3M may, upon written notice to CAI, immediately suspend
      the Support Services set forth in Section 3.0 until such past due charges are
      brought current or until this Agreement is terminated for breach as set forth
      in
      Section 9.2.




**7.**  **Exhibit
      4** **.** Exhibit
      4, attached hereto, is added to the Agreement.




**IN
      WITNESS WHEREOF,** the
      parties’ duly authorized representatives have signed this
      Agreement.


***CAREADVANTAGE,
                INC.***
              
              
              3M COMPANYBY/S/
              
              
              BY/S/NAME
                  Alan
                  Fontes
                TITLEVice
                  President, Client Services
                DATE12/12/2003
              
              
              NAME
                  Nancy
                  Larson
                TITLE
General
                  Manager
                DATEDecember
                  2, 2003Issue
                  Date: 12/2/03    3M
                  Contract No.: 03-0469




**EXHIBIT
      4 - SOFTWARE LICENSE FEES**




Employers




Annual
      Assessment Fee (Per Employer Client) :




APR-DRG
                Grouper Plus Software
            $*CRG
                Software
            $*CRG
&
APR-DRG
                Grouper Plus Software
            $*





Plus
      Annual Data Analysis Service Fee :




APR-DRG
                Grouper Plus
            $*
              per Employer Covered Member per month*CRG
                Software
            $*
              per Employer Covered Member per month*CRG
&
APR-DRG
                GP
            $*
              per Employer Covered Member per month*




****Although
      fees are quoted on a PMPM basis, this rate will be available only to those
      Employers committing to an annual agreement. Per Member Per Year (PMPY) equals
      Per Member Per Month (PMPM) times 12 (twelve). CAI must contact 3M for a fee
      quotation with respect to any Employer that does not commit to an annual
      agreement.***









**DATA
      SERVICES LICENSE AGREEMENT**




**THIS
      DATA SERVICES LICENSE AGREEMENT** (“Agreement”) is entered into as of the 8 th day of *April,
      2003,* (“Effective Date”) by and between ***CareAdvantage,
      Inc. (“CAI”)*** ,
      having
      a place of business at ***485
      C Route One South, Iselin, New Jersey 08830*** ,
      and 3M
      COMPANY, a Delaware corporation, having a place of business at 575 West Murray
      Boulevard, Murray, UT 84123-4611 (“3M”);




**WHEREAS,** CAI
      desires to license and utilize 3M’s proprietary computer software to generate
      patient-specific and/or aggregate data and/or national, state or regional
      customized comparative norms for certain internal purposes as set forth herein;
      and




**WHEREAS,** 3M is
      willing to enter into a license agreement with CAI for such
      purpose;




**NOW,
      THEREFORE,** it is
      agreed by and between the parties as follows:




**1.**  **DEFINITIONS**




All
      terms
      in this Agreement shall have the meanings set forth below:




**“3M
      Software”** means
      3M’s proprietary CRG and APR-DRG Grouper Plus software designed to incorporate,
      manipulate and assign the APR-DRGs or CRGs.




**“Aggregate
      Data”** means
      data (in either electronic or hard-copy, printed format), for which it is not
      possible to identify an individual patient and his/her associated APR-DRG or
      CRG
      assignment.




**“APR-DRG”** means
      3M’s proprietary “All Patient Refined-Diagnosis Related Groups.”




**“APR-DRG
      Grouper Plus”** means
      3M’s proprietary version of APR-DRG software that is to be embedded within
      another non-3M solution.




**“Comparative
      Norms”** means
      Aggregate Data summarized for one or more states, a region within a state,
      census track or other grouping of patients. “National Comparative Norms” for
      more than one state. “State Comparative Norms” are Comparative Norms for a
      single state, or region within a single state, or census track or other grouping
      of patients entirely within a single state.




**“CRGs”** means
      3M’s proprietary “Clinical Risk Groups.”




**“Data
      Analysis Services”** means
      CAI’s analysis of Managed Care Plan and Healthcare Provider data by and through
      the use of the 3M Software.




**“Documents”** means
      written reference, operations and/or users manuals and other documents and
      all
      revisions thereto, which provide specifications for or instructions for the
      use
      of the 3M Software and which are furnished to CAI by 3M.




**“Equipment”** means
      the central processing unit(s), any peripheral equipment and all interconnecting
      cables and wires physically located at the Installation Site(s) which have
      been
      approved by 3M for processing the 3M Software or substitute or backup equipment
      first approved by 3M in writing.




**“Installation
      Site”** means
      the physical location of the Equipment on which the 3M Software shall be
      installed and used, or any substitute location first approved by 3M in writing.
      The 3M Software shall be installed at: ***485
      C Route One South, Iselin, New Jersey 08830.***




**“Integrated
      Delivery System”** means a
      Managed Care Plan and Healthcare Provider(s) under common ownership or
      control.




**“Member”** means an
      individual who is entitled to receive health care services under a Managed
      Care
      Plan.









**“Patient
      Specific Data”**  **or
      “Patient Data”** means
      data that contains the assignment of a particular APR-DRG or CRG and a
      patient-identifying characteristic (including, but not limited to, the patient’s
      name, medical records number, social security number, age or sex) can be
      identified.




**“Software
      Installation Date”** means
      the date on which the 3M Software has been installed. Updates to the 3M
      Software, self-installed by CAI will be deemed to be installed on the Equipment
      seven (7) days after shipment by 3M.




**“Managed
      Care Plan”** means
      any entity (including but not limited to an employer, union or jointly
      administered employer-union fund) that pays or reimburses for the provision
      of
      health care services to its Members.




**“Healthcare
      Provider”** means an
      individual, partnership, corporation or other entity that is licensed to provide
      health care services. Examples of Providers include, but are not limited to,
      hospitals, physicians, surgical centers, clinics, and physician-hospital
      organizations.




**“Update”** means an
      enhancement or modification to the 3M Software which 3M makes generally
      available to CAI without an additional or increased license fee.




**2.**  **SOFTWARE
      LICENSE AND USE**




**2.1**  **Ownership** .
      Title
      to all copies of the 3M Software and Documents and to all related confidential
      and proprietary information provided by 3M to CAI, shall be and remain vested
      in
      3M and/or its suppliers. 3M also retains title to all media used to supply
      3M
      Software to CAI. Whenever 3M supplies Updates to CAI, CAI shall return to 3M
      or
      destroy all copies of media previously furnished by 3M.




**2.2**  **Initial
      3M Software Installation** . **** 3M
      shall
      initially install the 3M Software. CAI’s installation options are set forth in
      Exhibit 1.




**2.3**  **3M
      Software License** . **** During
      the Term of this Agreement, 3M shall deliver one copy of the 3M Software to
      CAI
      and hereby grants CAI a nontransferrable, nonexclusive license (“License”) to
      use the 3M Software solely on CAI’s designated Equipment at the Installation
      Site(s), solely and exclusively for the purpose of providing Data Analysis
      Services as set forth in Section 2.3.1 to 2.3.4, and to make such copies of
      the
      3M Software as are necessary to secure CAI’s data or which are essential to the
      operation of the Equipment. All other uses of the 3M Software are specifically
      prohibited without 3M’s prior written consent, including, but not limited to:
      (i) making extra copies of the 3M Software or Documents, or any part or portion
      thereot (except as set forth in Section 2.4 below), (ii) sublicensing, leasing,
      lending, transferring or permitting access to the 3M Software or Documents,
      or
      any part or portion thereof, to any third party, (iii) imbedding the 3M Software
      or Documents, or any part or portion thereof, into any of CAI’s software or
      software-related documentation for distribution to, or access by, third parties,
      or (iv) disassembling, reverse-engineering or creating derivative works based
      upon the 3M Software. 3M shall consider extending the scope of the license
      granted herein, on a case-by-case basis, in response to any request by CAI
      to
      use the 3M Software to provide Data Analysis Services to an entity that falls
      outside of the definition of a Managed Care Plan or Healthcare Provider in
      Section 1.




**2.3.1**  **Data
      Analysis Services to Healthcare Providers** .
      Based
      on fees outlined in Exhibit 3, CAI may use the 3M Software to generate and
      provide to Healthcare Providers Aggregate Data, Patient Specific Data and
      Comparative Norms via written reports, electronic files, Internet access or
      otherwise. This Section shall not apply in any case where Section 2.3.2 would
      also be applicable.




**2.3.** **2**  **Data
      Analysis Services to Managed Care Plans and Integrated Delivery
      Systems** . **** Based
      on
      fees outlined in Exhibit 2, CAI may use the 3M Software to generate and provide
      to Managed Care Plans and Integrated Delivery Systems Aggregate Data, Patient
      Specific Data and Comparative Norms via written reports, electronic files,
      Internet access or otherwise.




**2.3.** **3**  Development . **** CAI
      may
      use the 3M Software for CAI’s internal development of its service offerings
      (including but not limited to processing demonstration data sets through the
      3M
      Software); provided, however, that CAI shall have no right under this Section
      2.3.3 to provide Aggregate Data or Patient-Specific Data to any
      entity.




2




**2.3.4**  **Marketing** . **** CAI may
      use the 3M Software to make demonstrations to potential clients (including
      but
      not limited to processing potential clients’ data); provided, however, that CAI
      shall have no right under this Section 2.3.4 to provide access to the potential
      client to Aggregate Data or Patient-Specific Data subsequent to the conclusion
      of the demonstration (via written reports, electronic files, Internet access
      or
      otherwise).




**2.4**  **Temporary
      License For Equipment Malfunction** . **** During
      any period of equipment malfunction causing the 3M Software to be inoperative,
      CAI may use the 3M Software on other equipment; however, CAI shall not remove
      the 3M Software from the Installation Site without 3M’s written consent, which
      shall not be unreasonably withheld.




**2.5**  **Proprietary
      Rights Notices** .
      CAI
      shall include on all written reports produced using the output data from the
      3M
      APR-DRG Software the following notice: “All copyrights in and to APR-DRGs are
      owned by 3M. All rights reserved,” CAI shall include on all written reports
      produced using the output data from the 3M CRG Software the following notice:
      “All copyrights in and to CRGs are owned by 3M. All rights
      reserved.”




**2.6**  **Operating
      Results** . **** While 3M
      makes the 3M Software available for CAI’s use, CAI understands and acknowledges
      that it is solely responsible for all use it makes of the 3M Software. CAI,
      including its affiliated organizations, bears all risk with respect to any
      decisions or actions taken, or not taken, based upon CAI’s use of the 3M
      Software.




**3.**  **SUPPORT
      SERVICES**




**3.1**  **Scope
      of Support Services** . **** Beginning on the Software Installation Date and continuing throughout the term
      of this Agreement, 3M shall provide CAI with the following support services
      (“Support Services”) at no additional charge provided that the Software in use
      by CAI is the most current or the immediately preceding Update
      level.




**3.1.1**  **Corrections** .
      3M
      shall correct conditions, which cause the 3M Software to fail to perform in
      substantial accordance with the Documents. CAI shall report all defects to
      3M as
      soon as they come to CAI’s attention and shall summarize the nature of the
      conditions to 3M in writing.




**3.1.2**  **Updates** .
      3M
      shall furnish Updates to the 3M Software.




**3.1.3**  **Telephone
      Support** . **** 3M
      shall
      provide CAI with telephone assistance to support CAI’s use of the 3M Software.
      Support Services will be available during the hours of 8:00 a.m. to 5:00 p.m.
      (Mountain Standard Time) Monday through Friday, excluding normal business
      holidays.




**3.2**  **CAI’s
      Obligations** . **** To
      enable
      3M to provide Support Services under this Agreement, CAI shall: (i) notify
      3M
      when support is required and report problems to 3M, (ii) allow 3M all necessary
      access to CAI’s system and the reasonable use of necessary site facilities,
      utilities, data communications and system resources with ready access at no
      charge, (iii) when requested by 3M, collect data and other information necessary
      for 3M to resolve system problems, (iv) maintain the database and program
      libraries as specified by 3M, (v) obtain any additional reasonable Equipment,
      updates to third party application software and third party operating system
      software (as specified by 3M) necessary to make an Update operational, (vi)
      provide time for installation of all Updates, (vii) perform regular daily
      backups, and (viii) provide qualified personnel to work with 3M
      personnel.




**3.3**  **Modification
      of Support Services** . **** 3M
      may
      modify the Support Services offered with respect to the 3M Software by giving
      CAI ninety (90) days prior written notice.




**3.5**  **CAI’s
      Obligations With Respect to Updates** .
      Updates
      are designed to be self-installable. When on-site support for Updates is
      requested by CAI, 3M reserves the right to charge CAI 3M’s then-current fees
      (plus travel and per diem) for installation and training in connection with
      Updates which require 3M personnel to provide support at CAI’s site. CAI agrees
      to purchase any additional reasonable Equipment, updates to third party
      application software and third party operating system software (as specified
      by
      3M) that may be required to make an Update operational. 3M will use reasonable
      efforts to notify CAI of additional charges and/or Equipment necessary to make
      an Update operational prior to the release of such Update.




3




**3.6**  **Suspension
      of 3M’s Obligations, Audit** . **** Upon
      any
      breach or alleged breach of this Agreement by CAI for which 3M has given CAI
      notice and an opportunity to remedy such breach pursuant to Section 8.1, 3M
      may,
      at its sole discretion, suspend its performance of any obligation during the
      remedy period, and such suspension may be in addition to (and not in lieu of)
      any action 3M may take to terminate the Agreement. Upon thirty (30) days advance
      notice and nor more than once per calendar year, CAI shall allow 3M, or a third
      party designated by 3M, to inspect and audit CAI’s books, records and procedures
      for the purpose of verifying is compliance with its obligations under this
      Agreement. The cost of such an audit shall be paid for by 3M; provided, however,
      that CAI shall pay for the expense of the audit if the audit reveals a breach
      of
      this Agreement or ten percent (10%) or more underpaid Data Analysis Fees. 3M
      shall abide by all necessary CAI safety and security policies while conducting
      an audit.




**4.**  **CONFIDENTIAL
      INFORMATION, TRADENAMES AND COPYRIGHTS**




**4.1**  **CAI
      Obligations** . **** CAI
      acknowledges that the 3M Software and the Documents contain information that
      is
      confidential and proprietary to 3M (“3M Information”). CAI agrees to treat all
      3M Information as confidential, to require its employees and all other
      individuals who CAI permits access to the 3M Software or the Documents pursuant
      to 2.0 to comply with this Section 4.1, and otherwise protect the 3M information
      with the same degree of care as it applies to protect its own proprietary
      information, but never less than a reasonable degree of care. The obligations
      of
      this Section 4.1 shall not apply to any 3M Information which is public
      information on the date this Agreement is completely executed, or becomes public
      information subsequent to such date through acts not attributable to CAI in
      breach of the Agreement, or to the extent that CAI independently develops
      similar information without reference to or use of the 3M Information, or is
      received from another source without any restriction on use or disclosure.
      The
      existence of a copyright notice shall not cause or be construed to cause the
      3M
      Software or the Documents to be a published copyrighted work or to be public
      information or in the public domain. CAI shall not remove the trademarks, trade
      names or any notice of 3M or 3M’s suppliers from any Equipment, Software,
      Documents or other materials delivered to CAI pursuant to this Agreement, and
      will cause them to appear on all copies made by CAI pursuant to Section
      2.0 **.**




**4.2**  **3M
      Obligations** .




**4.2.1**  **CAI
      Operational Information** . **** 3M
      acknowledges that it may become aware of or come into possession of CAI’s
      confidential or proprietary information (“CAI”) during the performance of this
      Agreement. 3M shall not copy any such information without CAI’s prior written
      approval and shall return to CAI or destroy all CAI Information to CAI upon
      termination or expiration of this Agreement. CAI Information shall include,
      without limitation, CAI’s computer programs and code, business plans, and
      provider information, financial records, health plan relationships, acquisition
      plans, and product licensing plans. 3M shall not disclose said CAI Information,
      without CAI’s prior written permission, to third parties outside 3M’s
      organization. 3M further agrees that it will not disclose CAI Information to
      anyone within its organization other than those individuals who: (a) need the
      information for 3M to provide the Support Services; and (b) have been informed
      of 3M’s obligation under this Agreement. 3M shall not, without CAI’s prior
      written permission, use any of CAI Information for any purpose, other than
      discussions or business dealings with CAI. CAI Information does not include
      information that is; (a) independently developed by 3M without the benefit
      of
      CAI’s disclosure; (b) already known by 3M at the time of CAI’s disclosure; (c)
      rightfully received by 3M from a third party; (d) becomes public knowledge
      without the wrongful act or breach of this Agreement by 3M or a third party;
      or
      (e) is approved for release by CAI’s written authorization.




**4.2.2**  **Protected
      Health Information** . **** To
      the
      extent required by the Health Insurance Portability and Accountability Act
      of
      1996, or “HIPPA,” and the regulations promulgated thereunder, 3M agrees that,
      with respect to protected health information (“PHI”) it will:




(1)
            not
                use or further disclose PHI other than as permitted or required in
                the
                performance of this Agreement, or as required by
                law;




(2)
            use
                appropriate safeguards to prevent use or disclosure of PHI other
                than as
                provided for in this Agreement;




(3)
            report
                to CAI any use or disclosure of PHI provided for in this Agreement
                of
                which 3M becomes aware;




4




(4)
            ensure
                that any subcontractors or agent to whom 3M provides PHI received
                from CAI
                agree to the same restrictions and conditions that apply to 3M with
                respect to PHI;




(5)
            make
                available PHI in accordance with applicable
                law;




(6)
            incorporate
                any amendments or corrections to PHI when notified pursuant to applicable
                law;




(7)
            make
                available the information required to provide an accounting of disclosures
                pursuant to applicable law;




(8)
            make
                3M’s internal practices, books, and records relating to the use and
                disclosure of PHI received from CAI available to CAI and the Secretary
                of
                the United States Department of Health and Human Services for purposes
                of
                determining CAI’s compliance with applicable laws;
                and




(9)
            at
                termination of this Agreement, return or destroy all PHI received
                from CAI
                that 3M still maintains in any form and retain no copies thereof.
                If the
                return or destruction of all PHI is not feasible, then the provisions
                of
                this Section 4.2.2 shall continue to apply to such
                PHI.




**5.**  **COMPENSATION**




**5.1**  **Fee,
      Payment** . **** All
      fees
      and payments to 3M herein are denominated in U.S. Dollars. CAI shall pay to
      3M
      the Software License Fees for use in Data Analysis Services for the use of
      the
      3M Software calculated and paid in accordance with Exhibits 2 (Managed Care
      Plans and Integrated Delivery Systems) and 3 (Healthcare Providers) attached
      hereto. I in the first six months of any year of this Agreement the Software
      License Fees paid by CAI are less than $*, then within thirty (30) days
      thereafter CAI shall pay 3M the difference between $* and the Software License
      Fees actually paid for such six month period, which amount shall be credited
      against Software License Fees otherwise payable for the remainder of such year.
      All Data Analysis Fees shall be paid to 3M on a calendar quarterly basis, in
      U.S. Dollars, no later than forty-five (45) days following March 31, June 30,
      September 30, and December 31. CAI’s obligation with respect to the timely
      payment of the Software License Fee to 3M hereunder shall not be contingent
      upon
      CAI’s collection of revenue, or settling of internal charges, from Managed Care
      Plans and Non-Managed Care Plans, if any, and CAI shall bear all risk of
      non-payment or slow payment with respect to any such revenue or charges. In
      addition, 3M may assess a late payment charge at the rate of one percent (1%)
      per month or the maximum rate permitted by applicable law, whichever is less,
      on
      the unpaid amount for each months (or fraction of a month) any payment is late.
      In addition, if CAI becomes thirty days past due on an undisputed invoice,
      3M
      may, upon written notice to CAI, immediately suspend the Support Services set
      forth in Section 3.0 until such past due charges are brought current or until
      this Agreement is terminated for breach as set forth in Section
      9.2.




**5.2**  **Statement,
      Audit** . **** A
      statement that itemizes the identity of each Managed Care Plan and/or Healthcare
      Provider receiving Data Analysis Services and a calculation of the Software
      License Fee due to 3M shall accompany each Software License Fee payment to
      3M
      pursuant to Section 5.1. CAI shall maintain books and records substantiating
      its
      payments to 3M hereunder.




**5.3**  **Taxes** . **** In
      addition to the charges and fees specified herein, CAI shall pay or reimburse
      3M
      for all taxes, customs duties and amounts levied instead of taxes resulting
      from
      this Agreement, except for personal property taxes on the 3M Software and taxes
      based on 3M’s net income and net worth. If CAI is exempt from any taxes, CAI
      shall certify such exemption in a form satisfactory to 3M.




**6.**  **WARRANTIES
      AND REPRESENTATIONS**




**6.1**  **Authority** **.** 3M
      represents and warrants to CAI that, during the term of this Agreement and
      any
      renewal thereof, it has and will have full power and authority to enter into
      this Agreement and perform hereunder; and that such entry and performance does
      not and will not violate any rights of any third party.




**6.2**  **Noninfringement** . **** 3M
      further represents and warrants to CAI that, during the term of this Agreement
      and any renewal thereof, 3M Software and Documents do not infringe any patent,
      copyright, trademark or trade secret rights of any third party. CAI shall
      immediately notify 3M of any infringement claim and provide 3M with a copy
      of
      any pleadings. The selection of counsel, the conduct of the defense of any
      lawsuit and any settlement shall be within the sole control of 3M, and at 3M’s
      expense. 3M also agrees to indemnify and hold CAI harmless from any settlement
      negotiated by 3M, or any damages or expenses (including attorney’s fees)
      actually and finally awarded against CAI in any lawsuit arising out of or
      related to 3M’s alleged infringement of a third party’s intellectual property
      rights. 3M may, at its option and expense, procure for CAI the right to continue
      using the allegedly infringing 3M Software, replace it with a noninfringing
      item, modify it so it becomes noninfringing, or return the most currently-paid
      Annual Software License Fee and require CAI to return all copies of the
      allegedly infringing 3M Software to 3M and terminate this Agreement without
      further obligations or liability to CAI. THIS SECTION 6.2 STATES THE SOLE AND
      EXCLUSIVE REMEDY OF CAI FOR ANY ALLEGED INFRINGEMENT AND IS IN LIEU OF ALL
      WARRANTIES, EXPRESS OR IMPLIED, IN REGARD THERETO.




5




**6.3**  **Performance** . **** 3M
      further represents and warrants that, so long as CAI has licensed the 3M
      Software from 3M on a continuous and uninterrupted basis from the Software
      Installation Date, and is using the then-current or immediately preceding 3M
      Software Update level, the 3M Software shall perform in substantial accordance
      with the Documents. Upon receipt of written notice from CAI that 3M Software
      fails to meet this warranty, 3M shall provide the Support Services set forth
      in
      Section 3.0 of this Agreement. In the event 3M is unable to remedy a breach
      of
      warranty in this Section 6.3, 3M’s sole obligation to CAI shall be to terminate
      this Agreement and to return a pro-rated portion of the current Annual Software
      License Fee upon receipt of all copies of the applicable 3M Software to
      CAI.




**6.4**  **Disclaimer** . **** EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6, 3M AND
      ITS
      SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
      WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
      A
      PARTICULAR PURPOSE AND THOSE ARISING FROM TRADE USAGE OR COURSE OF
      DEALING.




**7.**  **LIMITATION
      OF LIABILITY**




**7.1**  **Lost
      Data or Information** . **** NEITHER
      3M NOR CAI SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OR DAMAGE RESULTING FROM
      LOST DATA OR INFORMATION. IN THE EVENT DATA OR INFORMATION IS LOST DUE TO ANY
      NEGLIGENT ACT OR OMISSIN BY A PARTY (THE “LIABLE PARTY”), OR DUE TO BREACH OF
      ANY WARRANTY, THE LIABLE PARTY’S SOLE LIABILITY AND THE OTHER PARTY’S SOLE
      REMEDY SHALL BE FOR THE LIABLE PARTY TO USE ITS BEST EFFORTS TO RECOVER THE
      LOST
      DATA OR INFORMATION AT NO CHARGE TO THE OTHER PARTY.




**7.2**  **Excluded
      Damages** . **** NEITHER
      PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY CIRCUMSTANCES FOR INDIRECT,
      INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ECONOMIC LOSS BASED UPON BREACH
      OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY
      OTHER LEGAL THEORY EVEN IF NOTICE HAS BEEN GIVEN OF THE POSSIBILITY OF SUCH
      DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE (EXCEPT FOR
      LOSS OF PROFITS OR REVENUE TO 3M ARISING FROM CAI’S FAILURE TO PAY AMOUNTS DUE
      UNDER THIS AGREEMENT, OR CAI’S BREACH OF SECTION 2), EQUIPMENT USE DATA OR
      INFORMATION OF ANY KIND.




**7.3**  **Maximum
      Liability** .
      THE
      MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY FOR ACTUAL DAMAGES FOR ALL MATTERS
      ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO (i) THE SUM OF THE
      3M
      SOFTWARE LICENSE FEES FOR THE INITIAL TERM OF THIS AGREEMENT, OR (ii) ONE
      MILLION DOLLARS ($1,000,000), WHICHEVER IS LESS. THE FOREGOING LIMITATION SHALL
      NOT APPLY TO LIABILITY ARISING FROM CAI’S FAILURE TO PAY AMOUNTS DUE UNDER THIS
      AGREEMENT, OR CAI’S BREACH OF SECTION 2.




**8.**  **TERM
      AND TERMINATION**




**8.1**  **Term
      and Termination** .
      Subject
      to Section 8.2, this Agreement shall commence as of the Effective Date and
      remain in effect for a period of four (4) years (the “Term”) at which time this
      Agreement shall renew automatically for successive one year periods unless
      either party gives the other written notice of termination of this Agreement
      at
      least one (1) year prior to the expiration of the Term. Both parties agree
      to
      conduct a joint review of the Agreement at least one (1) year prior to the
      expiration of the Term. It is understood that either party may elect not to
      renew the Agreement for any reason, or no reason. Notwithstanding the foregoing,
      but subject to Section 8.2, either party may terminate this Agreement
      immediately upon the occurrence of any of the following events: (i) the other
      party fails to cure a breach of this Agreement within thirty (30) days after
      receiving written notification thereof, (ii) the other party institutes, or
      has
      instituted against it, proceedings under bankruptcy or insolvency laws, for
      corporate reorganization, receivership, dissolution or similar proceedings;
      (iii) the other party makes a general assignment for the benefit of creditors,
      or becomes insolvent; or (iv) the other party ceases to conduct business or
      to
      conduct the business relevant hereunder.




6




**8.2**  **Obligations
      Upon Termination** . **** Except
      as
      provided in Section 8.3, upon any termination of this Agreement, CAI shall
      immediately cease all further use of the 3M Software otherwise permitted by
      this
      Section 2, and shall (i) cease all further use of the 3M Software and, at 3M’s
      option, either return all copies of the 3M Software and Documents to 3M at
      CAI’s
      expense or destroy all copies of the 3M Software and Documents. CAI shall
      certify to 3M in writing that all copies have been returned or destroyed; (ii)
      pay all charges and fees outstanding (and no refund shall be due CAI for any
      charges or fees paid; (iii) return to 3M any security devices which 3M loaned
      to
      CAI. Sections 1, 2.1, 2.6, 3.6, 4, 7, and 9 shall survive any termination of
      this Agreement.




**8.3**  **Limited
      Right to Use “As Is”** . **** Should
      3M
      elect not to renew this Agreement pursuant to Section 8.1, CAI shall have the
      right to continue to use the 3M Software on an “as is” basis, with no warranty
      nor right to maintenance or support from 3M, for the shorter time period of
      (i)
      the current tem of CAI’s contract(s) to provide Data Analysis Services to its
      clients (without any renewal thereof, even if provided for in such contract(s)),
      but only for those contracts that are in existence as of the date 3M gives
      CAI
      its written notice of non-renewal, or (ii) three (3) years (the “Tail Period”).
      CAI’s continued use of the 3M Software during the Tail Period is subject to
      CAI’s continued compliance with all of its obligations under this Agreement,
      including the payment of all Fees in accordance with the Exhibit 1 and Exhibit
      2. In addition, should 3M elect not to renew this Agreement pursuant to Section
      8.1, 3M agrees that it will not, for a period of two (2) years following such
      termination, solicit any CAI client to license APR-DRG or CRG-related software
      from 3M if such client has a contract for Data Analysis Services in existence
      with CAI as of the date of termination.




**9.**  **NOTICES**




All
      notices, consents, approval and the like required to be given hereunder shall
      be
      given in writing by personal delivery or by certified or registered mail to
      CAI
      at ***485
      C Route One South, Iselin, NJ 08830-3037*** ,
      Attention: ***PRESIDENT*** ,
      or such
      other address as CAI may designate, and to 3M at 575 West Murray Blvd., Murray,
      UT 84123-4611, Attention: Contract Administration or at such other address
      as 3M
      may designate. Notice shall be deemed given upon such delivery or when so
      mailed, respectively.




**10.0**  **GENERAL
      PROVISIONS**




**10.1**  **Effect
      of Agreement** .
      This
      Agreement, and all Exhibits, embody the entire understanding between the parties
      and supersede any and all prior agreements, if any, whether written or oral,
      between the parties with respect to the subject matter of this Agreement only.
      All other agreements between the parties with respect to other matters shall
      remain in full force and effect according to their terms. The headings of this
      Agreement are intended solely for convenience of reference and shall be given
      no
      effect in the construction or interpretation of this Agreement.




**10.2**  **Amendments
      and Purchase Orders** . **** Except
      as
      otherwise provided herein, any amendment hereof must be in writing and signed
      by
      both parties. In connection with this Agreement, 3M may from time to time accept
      receipt of one or more purchase orders from CAI, may acknowledge such receipt
      by
      returning one or more acknowledgement copies, and may issue invoices against
      any
      such purchase order. Any such act by 3M is for CAI’s convenience only. The terms
      and conditions of this Agreement shall prevail over any conflicting or
      additional terms and conditions of any order or other document submitted by
      CAI
      at any time in connection with this Agreement. All such conflicting and
      additional terms and conditions are specifically rejected and do not form,
      and
      shall not form, any part of this Agreement.




**10.3**  **Waiver
      and Modification** . **** Any
      failure or delay by either party in exercising any right or remedy in one or
      more instances shall not prohibit a party from exercising it at a later time
      or
      from exercising any other right or remedy. No part of this Agreement may be
      waived, modified, or supplemented in any manner whatsoever (including a course
      of dealing or of performance or usage of trade) except by written instrument
      signed by officers of the parties.




7




**10.4**  **Severability** . **** The
      parties intend that the terms of this Agreement shall be enforced to the
      greatest extent permitted by applicable law. If, for any reason whatsoever,
      any
      one or more of the provisions of this Agreement shall be held to be inoperative,
      unenforceable, or invalid by a court of competent jurisdiction in a particular
      case, such holding shall not render such provision invalid in any other case
      or
      render any of the other provisions of this Agreement inoperative, unenforceable,
      or invalid.




**10.5**  **Interpretation,
      Priority** . **** The
      headings and captions contained in this Agreement are for convenience only
      and
      shall not constitute a part hereof. In the event of any conflict between a
      provision of this Agreement, any Schedule or Exhibit thereto, or a Document,
      such conflict shall be resolved in the following order of priority unless
      specifically stated otherwise (governing provision stated first); terms and
      conditions of this Agreement, Schedule, Exhibit, and Document.




**10.6**  **Assignment** . **** This
      Agreement is binding on successors and assigns of the parties. Neither this
      Agreement nor any part or portion hereof shall be assigned, sublicensed, or
      otherwise transferred by CAI without 3M’s prior written consent.




**10.7**  **Force
      Majeure** **.** Neither
      party shall be responsible for failure to comply with this Agreement due to
      causes beyond its reasonable control such as acts of God, acts of any
      government, war or other hostility, fire, explosion, power failure, equipment
      failure, industrial or labor dispute, inability to obtain necessary supplies
      and
      the like.




**10.8**  **Announcements** . **** Neither
      party shall, without the prior written consent of the other party, which shall
      not be unreasonably withheld: (a) divulge the terms of this Agreement to any
      third party; (b) publicly announce the existence of the Agreement or the
      relationship between the parties; or (c) advertise or release any publicity
      regarding this Agreement; provided, however, that either party may make
      disclosures necessary for merger and acquisition activity or as required by
      law.




**10.9**  **Governing
      Law** . ***The
      performance and interpretation of this Agreement shall be governed by the laws
      of the State of Minnesota (without giving effect to its conflicts of laws
      doctrine), and the parties hereby agree that any action arising out of or
      relating to this Agreement, its making, performance, enforcement or breach
      will
      be exclusively venued within the state or federal court situated within the
      State of Minnesota. The parties consent and submit themselves to the personal
      jurisdiction of said courts for all such purposes.***




**10.10**  **No
      Relationship** . **** The
      parties shall be independent contractors hereunder and nothing in this Agreement
      shall be construed to imply or create a joint venture, partnership or
      principal-agent relationship between the parties. Neither party shall have
      any
      right, power or authority to act or create any obligation on behalf of the
      other
      party. Except as specifically provided herein, each party shall bear its own
      costs and expenses.




**IN
      WITNESS WHEREOF,** the
      parties’ duly authorized representatives have signed this
      Agreement.




**CARE
              ADVANTAGE, INC.**
            
            
            **3M
              COMPANY**By:/S/
            
            
            By:/S/Name:
Alan
                Fontes
              Title:Vice
                President, Client Services
              Date:April
                14, 2003
            
            
            Name:
Tom
                Anastasio
              Title:
Provider
                Market Director
              Date:April
                8, 2003




8




**EXHIBIT
      1**




**Installation
      and Training**




**Installation
      and Training**




CAI
      must
      choose from the following Installation and Training (I&T) options for any
      newly licensed 3M Software products. Note: the minimum required I&T is
      phone-based I&T:




Phone-based
            $*
              * per copy of 3M Software per CAI contactWebEx-based
            $* *per copy of 3M Software
              (up to
              five lines)On-site
                (includes travel)
            $* * per copy of 3M Software
              (up to
              eight students)




**These
      prices are subject to change upon
      ninety (90) days advance written notice to CAI.*









**EXHIBIT
      2**


**Software
      License Fees**


**Managed
      Care Plans and Integrated Delivery Systems**




**Initial
      Assessment Fee** :
      (May be
      applied toward “Annual Data Analysis Service Fees” for CAI clients that commit
      to an annual agreement)




APR-DRG
                Grouper Plus Software
            
            $*
              (Per Engagement. Maximum three months.)CRG
                Software
            
            $*
              (per engagement. Maximum three months.)CRG
&
APR-DRG
                Grouper Plus Software
            
            $* (Per engagement. Maximum
              three
              months.)Comparative
                Norms
            
            $*
              per data set per year (Unlimited use.)




**Annual**  **Data
      Analysis Service Fees (Per Client)** :




ADR-DRG Grouper Plus
            Calculated on a per CAI client Per Member
              Pre
              Month (PMPM)** price and volume multiplier basis using the following
              formula:$*
                PMPM X Covered Lives X APR-DRG Volume
                Multiplier*





Total
                  Covered Lives
              
              APR-DRGVolume
                  Multiplier0
                  -
                  100,00
              
              *100,001
                  - 250,000
              
              *250,001
                  - 500,000
              
              *500,001
                  - 750,000
              
              *750,001
                  - 1,000,000
              
              *1,000,001
                  - 2,000,000
              
              *2,000,001
                  - 3,000,000
              
              *3,000,001
                  - 5,000,000
              
              *5,000,001
                  - 6,000,000
              
              *6,000,001
                  - 7,000,000
              
              *7,000,001
                  - 9,000,000
              
              *9,000,001
                  - 12,000,000
              
              *Over
                  12,000,000
              
              *


CRG Software
              Calculated
                  on a per CAI client Per Member Per Month (PMPM) price and volume
                  multiplier basis using the following formula:$*
                  PMPM X covered Lives X CRG Volume
                  Multiplier*




Total
                  Covered Lives
              
              CRGVolume
                  Multiplier100,000
                  - 1,500,000
              
              *1,500,001
                  - 2,000,000
              
              *2,000,001
                  - 2,500,000
              
              *2,500,001
                  - 3,000,000
              
              *3,000,001
                  - 3,500,000
              
              *3,500,001
                  - 4,000,000
              
              *4,000,001
                  - 4,500,000
              
              *4,500,001
                  - 5,000,000
              
              *Over
                  5,000,000
              
              *




*****  ***Although
      fees are quoted on a PMPM basis, this rate will be available only to those
      Managed Care Plans or Integrated Delivery Systems (IDSs) agreeing to purchase
      annual services.***




********  ***Per
      Member Per Year (PMPY) equals Per Member Per Month (PMPM) times 12
      (twelve).***









**EXHIBIT
      3**


**Software
      License Fees**


**Healthcare
      Providers**




**Annual
      Data Analysis Service Fees (WITHOUT Patient Detail):**





APT-DRG
                Grouper Plus Software
            $*
              per Provider Facility.





**Annual
      Data Analysis Service Fees (WITH Patient Detail):**





APR-DRG
      Grouper Plus Software


Total
                  Hospitals
              
              Price
                  per Provider Facility1
                  -
                  25
              
              $*26
                  - 50
              
              $*51
                  - 75
              
              $*76
                  - 100
              
              $*100+
              
              $*