**EXHIBIT
      10.59**


5/15





**JUNE
      2007 AMENDMENT**


**TO**


**THIRD
      AMENDED AND RESTATED**


**SERVICE
      AGREEMENT**





This
      June
      2007 Amendment (“Amendment”) to the Third Amended and Restated Service
      Agreement (" Agreement "),
      as
      amended, is made as of the 1 st day of
      June, 2007 (the "Effective Date of Amendment") by and between Blue Cross and
      Blue Shield of Vermont ("BCBS"), with its principal place of business at 445
      Industrial Lane, Montpelier, Vermont 05602, and CareAdvantage, Inc. ("CAI")
      with
      its principal place of business at 485-C Route One South, Iselin, New Jersey
      08830.





Whereas ,
      the
      parties have entered into the Agreement effective as of April 1, 2001;





Whereas ,
      the
      parties have from time-to-time previously amended the Agreement;





Whereas ,
      the
      parties desire to again amend the Agreement regarding certain performance
      standards;





Now,
      Therefore ,
      in
      consideration of the mutual promises and agreements contained herein, the
      parties agree as follows:





First:  Commencing
      the Effective Date of Amendment, Attachment 2.3 is amended in its entirety
      as
      attached hereto.





Second:  In
      all
      other respects the Agreement, as amended, shall remain in full force and
      effect.





In
      Witness Whereof **,** the
      parties hereto have hereunto set their hands and seals as of the date written
      above.




**CAREADVANTAGE,
                INC.**
            
            
            **BLUE
                CROSS AND BLUE SHIELD****OF
                VERMONT**BY:     
                /s/ DENNIS J. MOURAS
            
            
            BY:     
                DON GEORGETITLE:
                CEO
            
            
            TITLE:DATE:
                6/14/2007
            
            
            DATE:
                  6-4-07








ATTACHMENT
      2.3





**PERFORMANCE
      STANDARDS**





**Goal**
            
            **Tasks**
            
            **Criteria
                for Measuring Results**
            
            **Deliverable**
            
            **Penalty
                for Failure to Provide Deliverable***Submission
                of annual document to the Blue Cross Blue Shield Association for
                a
                Distinctively Blue (DB) Award*
            **
            *Collaborate
                with designated BCBSVT staff to:*
              
              *Select
                the topic(s) for study*
              *Establish
                the objectives*
              *Collect/analyze
                the data*
              
              *Prepare
                draft of annual DB submission for BCBSVT Management
                review/approval*
            **
            *Key
                Tasks completed*
              
              *DB
                Document prepared*
            **
            *Distinctively
                Blue document prepared for BCBSVT management review/approval 2 weeks
                prior
                to submission deadline*
            **
            *$***Collaborate
                with BCBSVT staff to develop care management program strategies through
                Environmental Assessment process*
            **
            *As
                standing members of Blue Health Solutions Steering Committee, CAI
                on-site
                staff will be responsible for leading care management component of
                Environmental assessment. CAI will designate a corporate representative
                to
                serve on Blue Health Solutions Steering Committee CAI staff will
                provide
                support for the development of care management program strategies
                through
                participation in Blue Health Solution meetings and the environmental
                assessment process*
            **
            *Submission
                of Care Management component of Environmental Assessment work product,
                including Slide presentation and Paper, by Plan designated target
                date*
            **
            *Care
                Management component of Environmental Assessment 100% criteria/categories
                complete upon submission*
            **
            *$**










5/15





**JUNE
      2006 AMENDMENT**


**TO**


**THIRD
      AMENDED AND RESTATED**


**SERVICE
      AGREEMENT**





This
      June
      2006 Amendment (“Amendment”) to the Third Amended and Restated Service
      Agreement (" Agreement "),
      as
      amended, is made as of the 1 st day of
      June, 2006 (the "Effective Date of Amendment") by and between Blue Cross and
      Blue Shield of Vermont ("BCBS"), with its principal place of business at 445
      Industrial Lane, Montpelier, Vermont 05602, and CareAdvantage, Inc. ("CAI")
      with
      its principal place of business at 485-C Route One South, Iselin, New Jersey
      08830.





Whereas ,
      the
      parties have entered into the Agreement effective as of April 1, 2001;





Whereas ,
      the
      parties have from time-to-time previously amended the Agreement;





Whereas ,
      the
      parties desire to again amend the Agreement to adjust the contract year to
      coincide with a calendar year, to provide for certain performance standards
      and
      to extend the term;





Now,
      Therefore ,
      in
      consideration of the mutual promises and agreements contained herein, the
      parties agree as follows:





First:  Commencing
      the Effective Date of Amendment, Section 2.1 of the Agreement is amended in
      its
      entirety as follows:





2.1.  Generally .
      As
      compensation for CAI's Services to BCBS, including any direct or indirect
      expenses that CAI may incur, (I) for the period commencing June 1, 2006, through
      December 31, 2006, BCBS shall pay CAI a monthly fee in the amount of $*, and
      (II) for the calendar year commencing January 1, 2007, BCBS shall pay CAI an
      annual fee in the amount of $*.





For
      each
      year commencing on or after January 1, 2008 that this Agreement remains in
      effect, BCBS shall pay CAI an annual fee equal to the sum of the fee for the
      prior year increased by * (*%) percent.





The
      monthly fee during 2006 shall be paid in arrears; the annual fee commencing
      in
      2007 shall be paid in equal monthly installments, in arrears.





Second:  There
      is
      added a new Section 2.3 as follows:





2.3.  Performance
      Standards; Penalty and Incentive Compensation .
      CAI
      shall provide the Deliverables set forth in Attachment 2.3; in the event that
      CAI fails to provide a Deliverable, then CAI shall pay to BCBS the penalty
      specified in the aforesaid attachment. In the event that BCBS obtains
      accreditation from NCQA prior to March 31, 2007, then BCBS shall pay
      CareAdvantage incentive compensation in the amount of $*. Any penalty or
      incentive compensation shall be paid within thirty (30) days of the date of
      the
      event that gives rise to the penalty or incentive compensation.







Fourth:  There
      is
      added a new Attachment 2.3 as attached hereto.





Fifth :  The
      first
      sentence of Section 4.1 is amended as follows:





The
      term
      of this Agreement shall terminate on December 31, 2008, and shall renew
      automatically for successive one (1) year terms, unless either party provides
      the other with notice of non-renewal not less than ninety (90) days prior to
      the
      end of the scheduled term.





Sixth:  In
      all
      other respects the Agreement, as amended, shall remain in full force and
      effect.





In
      Witness Whereof **,** the
      parties hereto have hereunto set their hands and seals as of the date written
      above.


**CAREADVANTAGE,
                INC.**
            
            
            **BLUE
                CROSS AND BLUE SHIELD OF VERMONT**BY: 
                /s/ DENNIS J. MOURAS
            
            
            BY: 
                /s/ DON C. GEORGETITLE:
                  CEO
            
            
            TITLE:
                VP, MANAGED HEALTH SYSTEMSDATE:
                6/5/2006
            
            
            DATE:
                5/31/2006







ATTACHMENT
      2.3





**PERFORMANCE
      STANDARDS**





**Goal**
            
            **Tasks**
            
            **Criteria
                for Measuring Results**
            
            **Deliverable**
            
            **Penalty
                for Failure to Provide Deliverable***Develop
                an ROI Measurement Tool through collaboration with BCBSVT
                staff*
            
            *CAI
                will make reasonable efforts to schedule 4 meetings of BCBSVT Medical
                Services Committee in 2006; CAI on-site staff will attend all ROI
                meetings
                and will work collaboratively with CAI corporate staff and BCBSVT
                staff,
                to develop and implement an ROI tool; CAI will develop and submit
                proposed
                ROI tool by 1/31/07*
            
            *Documented
                evidence of CAI participation in all ROI meetings with BCBSVT staff.
                Documented progress towards a mutually acceptable ROI tool; Timely
                submission of proposed ROI tool to BCBSVT;*
            
            *Submission
                of proposed ROI tool by 1/31/07*
            
            $**Collaborate
                with BCBSVT staff to develop care management program strategies through
                Environmental Assessment process*
            
            *As
                standing members of Blue Health Solutions Steering Committee, CAI
                on-site
                staff will be responsible for leading care management component of
                Environmental assessment. CAI will designate a corporate representative
                to
                serve on Blue Health Solutions Steering Committee CAI staff will
                provide
                support for the development of care management program strategies
                through
                participation in Blue Health Solution meetings and the environmental
                assessment process*
            
            *Submission
                of Care Management component of Environmental Assessment work product,
                including Slide presentation and Paper, by Plan designated target
                date*
            
            *Care
                Management component of Environmental Assessment 100% criteria/categories
                complete upon submission*
            
            $*










10/12/05





**OCTOBER
      2005 AMENDMENT**


**TO**


**THIRD
      AMENDED AND RESTATED**


**SERVICE
      AGREEMENT**





This
      October 2005 Amendment (“Amendment”) to the Third Amended and Restated Service
      Agreement (" Agreement "),
      as
      amended, is made as of the 1 st day of
      April, 2005 (the "Effective Date") by and between Blue Cross and Blue Shield
      of
      Vermont ("BCBS"), with its principal place of business at 445 Industrial Lane,
      Montpelier, Vermont 05602, and CareAdvantage, Inc. ("CAI") with its principal
      place of business at 485-C Route One South, Iselin, New Jersey
      08830.





Whereas ,
      the
      parties have entered into the Agreement effective as of April 1, 2001;





Whereas ,
      the
      parties have from time-to-time previously amended the Agreement;





Whereas ,
      the
      parties desire to again amend the Agreement;





Now,
      Therefore ,
      in
      consideration of the mutual promises and agreements contained herein, the
      parties agree as follows:





First:  :  Section
      1
      of Attachment A is amended in its entirety as follows:





1.  **License** .
      In
      accordance with the terms and conditions of this Attachment, CAI grants BCBS
      the
      non-exclusive license to use the following intellectual property only at BCBS’s
      offices in the State of Vermont, and only in connection with its business of
      providing health care and managed care coverage:





RightPathTM
      (including but not limited to RPathFinders)


Physician
      Review SystemTM





Such
      properties shall collectively be referred to as “Intellectual Property”; but to
      the extent such Intellectual Property consists of computer software
      ( *i.e* .,
      Physician Review SystemTM), it shall be referred to as “Software”; to the extent
      that documentation accompanies the Software, it shall be referred to as
“Documentation”; updates and/or improvements to the Software and/or other
      Intellectual Property shall be referred to as “Updates”; and Intellectual
      Property (including Software and Updates) and Documentation and any copies
      or
      modifications thereto are referred to as the “Licensed Products.”





All
      rights to and in the Licensed Products, including, but not limited to,
      copyrights and trade secret rights, belong to CAI and CAI holds title to each
      copy of the Licensed Products. BCBS shall not transfer or distribute the
      Licensed Products to others, and the license granted hereunder shall
      automatically terminate in the event of such a transfer or distribution. BCBS
      shall not copy or modify the Licensed Products, except that (a) BCBS may copy
      the Licensed Products for authorized use and for backup so long as all copyright
      and other notices are reproduced and included on such copies; and (b) BCBS
      may
      create a system-based version of RPathFinders for authorized use.










Second :  Section
      3 of Attachment A is amended in its entirety as follows





3.  **Term
      of License** .
      Upon
      termination of the Third Amended and Restated Service Agreement for any reason,
      BCBS shall return all copies of the Licensed Products to CAI, shall delete
      all
      copies of the Licensed Products from its computers, and certify such deletion
      in
      writing to CAI. In addition, CAI may terminate the license granted pursuant
      to
      this Attachment (without terminating the Third Amended and Restated Agreement)
      in the event BCBS breaches any of the terms and conditions contained in this
      Attachment, upon which termination BCBS shall return all copies of the Licensed
      Products to CAI. All provisions of this Attachment A relating to disclaimers
      of
      warranties, limitation of liability, remedies, or damages, and CAI's proprietary
      rights shall survive termination of the license and/or Third Amended and
      Restated Agreement.





Third:  In
      all
      other respects the Agreement, as amended, shall remain in full force and
      effect.





In
      Witness Whereof **,** the
      parties hereto have hereunto set their hands and seals as of the date written
      above.


**CAREADVANTAGE,
              INC.**
            
            
            **BLUE
              CROSS
              AND BLUE SHIELD OF VERMONT**BY:
            
            
            BY: 
                  /s/ DON C. GEORGETITLE:
            
            
            TITLE:
                VP, MANAGED HEALTH SYSTEMSDATE:
            
            
            DATE:
                10-31-2005







2/28/05





**APRIL
      2005 AMENDMENT**


**TO**


**THIRD
      AMENDED AND RESTATED**


**SERVICE
      AGREEMENT**





This
      April2005 Amendment (“Amendment”) to the Third Amended and Restated Service
      Agreement (" Agreement "),
      as
      amended, is made as of the 1 st day of
      April, 2005 (the "Effective Date") by and between Blue Cross and Blue Shield
      of
      Vermont ("BCBS"), with its principal place of business at 445 Industrial Lane,
      Montpelier, Vermont 05602, and CareAdvantage, Inc. ("CAI") with its principal
      place of business at 485-C Route One South, Iselin, New Jersey
      08830.





Whereas ,
      the
      parties have entered into the Agreement effective as of April 1, 2001;





Whereas ,
      the
      parties have from time-to-time previously amended the Agreement;





Whereas ,
      the
      parties desire to again amend the Agreement;





Now,
      Therefore ,
      in
      consideration of the mutual promises and agreements contained herein, the
      parties agree as follows:





First:  Subsection *b* of
      Section 1.2 is amended in its entirety to provide as follows:





b.  CAI
      will
      provide BCBS access to a panel of fully credentialed specialists for review
      of
      complex cases, reconsideration and appeals. This panel will also provide support
      to the Specialty Advisory Committees.





Second:  The
      last
      sentence of Clause *i* of
      Subsection *c* of
      Section 1.4 is amended in its entirety to provide as follows





i.  This
      will
      be supported by the matched specialty review available through the Specialty
      Advisor Panel.





Third:  Section
      1.5 is deleted in its entirety.





Fourth:  Section
      2.1 of the Agreement is amended in its entirety to provide as
      follows:





2.1.  Generally .
      As
      compensation for CAI's Services to BCBS, including any direct or indirect
      expenses that CAI may incur, BCBS shall pay CAI an annual fee as
      follows:





April
      1,
      2005 to March 31, 2006   $
      *





For
      each
      year commencing on or after April 1, 2006 that this Agreement remains in effect,
      BCBS shall pay CAI an annual fee equal to the sum of the fee for the prior
      year
      increased by * (*%) percent. For the contract term beginning April 1, 2006
      and ending March 31, 2007, in the event that BCBS obtains accreditation from
      NCQA, then the preceding sentence shall be amended by substituting “* (*%)
      percent” for “* (*%) percent”.  The annual fee shall be paid in equal
      monthly installments, in arrears.









Fifth:  The
      first
      two paragraphs of Section 1 of Attachment A are amended in their entirety as
      follows:





1.  **License** .
      In
      accordance with the terms and conditions of this Attachment, CAI grants BCBS
      the
      non-exclusive license to use the following intellectual property only at BCBS’s
      offices in the State of Vermont, and only in connection with its business of
      providing health care and managed care coverage:





RightPathTM


Physician
      Review SystemTM





Such
      properties shall collectively be referred to as “Intellectual Property”; but to
      the extent such Intellectual Property consists of computer software
      ( *i.e* .,
      Physician Review SystemTM), it shall be referred to as “Software”; to the extent
      that documentation accompanies the Software, it shall be referred to as
“Documentation”; updates and/or improvements to the Software and/or other
      Intellectual Property shall be referred to as “Updates”; and Intellectual
      Property (including Software and Updates) and Documentation and any copies
      or
      modifications thereto are referred to as the “Licensed Products.”





Sixth:  In
      all
      other respects the Agreement, as amended, shall remain in full force and
      effect.





In
      Witness Whereof **,** the
      parties hereto have hereunto set their hands and seals as of the date written
      above.


**CAREADVANTAGE,
                INC.**
            
            
            **BLUE
                CROSS AND BLUE SHIELD****OF
                VERMONT**BY: 
                /s/ DENNIS J. MOURAS
            
            
            BY: 
                /s/ DON C.G EORGETITLE:
                CEO
            
            
            TITLE:
                VP MANAGED HEALTH SYSTEMSDATE:
                3/21/2005
            
            
            DATE:
                3-14-2005










March
      1,
      2004





Don
      C.
      George


Vice
      President, Managed Health Systems


Blue
      Cross and Blue Shield of Vermont


445
      Industrial Lane


Montpelier,
      Vermont 05602





Dear
      Don:





As
      we
      discussed, this letter will amend the Service Agreement (“Agreement”) between
      Blue Cross and Blue Shield of Vermont (“BCBSVT”) and CareAdvantage, Inc. (“CAI”)
      dated as of April 1, 2001, as amended as of April 1, 2003, to reflect an
      increase in compensation for services.




1.  Section
      2.1 of the Agreement is amended in its entirety to provide as
      follows




2.1. Generally .
      As
      compensation for CAI’s Services to BCBSVT, including any direct or indirect
      expenses that CAI may incur, BCBSVT shall pay CAI an annual fee as
      follows:




April
      1,
      2004 to March 31, 2005   $*




For
      each
      year commencing on or after April 1, 2005, that this Agreement remains in
      effect, BCBSVT shall pay CAI an annual fee equal to the sum of (a) the fee
      for
      the prior year, plus (b) such additional amount as the parties may mutually
      agree based on CAI’s attainment of performance measures or otherwise. The annual
      fee shall be paid in equal monthly installments, in arrears.




Except
      as
      provided herein, the Agreement as previously amended shall remain in full force
      and effect.





Assuming
      that you agree with the terms set forth above, please sign and return one copy
      of this letter to me.


Sincerely,/s/ Alan
              FontesAlan
              FontesVice
              President




Agreed:




By: 
      / s/
      Don C.
      George 3-12-2004





Don
      C.
      George


Vice
      President, Managed Health Systems







3/18/03





**AMENDMENT**


**TO**


**THIRD
      AMENDED AND RESTATED**


**SERVICE
      AGREEMENT**





This
      Amendment (“Amendment”) to the Third Amended and Restated Service
      Agreement (" Agreement ")
      is
      made as of the 1 st day of
      April, 2003 (the "Effective Date") by and between Blue Cross and Blue Shield
      of
      Vermont ("BCBS"), with its principal place of business at 445 Industrial Lane,
      Montpelier, Vermont 05602, and CareAdvantage, Inc. ("CAI") with its principal
      place of business at 485-C Route One South, Iselin, New Jersey
      08830.





Whereas ,
      the
      parties have entered into the Agreement effective as of January 1, 2001; and





Whereas ,
      the
      parties desire to amend the Agreement;





Now,
      Therefore ,
      in
      consideration of the mutual promises and agreements contained herein, the
      parties agree as follows:





First :  Section
      2.1 of the Agreement is amended in its entirety to provide as
      follows





2.1.  Generally .
      As
      compensation for CAI's Services to BCBS, including any direct or indirect
      expenses that CAI may incur, BCBS shall pay CAI an annual fee as
      follows:





April
      1,
      2003 to March 31, 2004   $*





For
      each
      year commencing on or after April 1, 2004, that this Agreement remains in
      effect, BCBS shall pay CAI an annual fee equal to the sum of (a) the fee for
      the
      prior year, plus (b) such additional amount as the parties may mutually agree
      based on CAI’s attainment of performance measures or otherwise. The annual fee
      shall be paid in equal monthly installments, in arrears.




Second :  Section
      6.3 of the Agreement is amended in its entirety to provide as
      follows:





Nonsolicitation .
      During
      the term of this Agreement and for an additional period of two (2) years after
      its termination, each Party agrees not to solicit, directly or indirectly,
      for
      employment or other relationship any employee or agent of the other Party or
      its
      affiliates who performed Services under this Agreement or became known to the
      other Party through the relationship of the Parties without the prior written
      consent of the other party.





The
      parties acknowledge that damages for breach of this agreement under this Section
      6.3 would be difficult to ascertain. Accordingly the parties agree that for
      any
      breach of this Section 6.3, Customer shall pay CAI liquidated damages in
      accordance with this Section. In the event that Customer hires an employee
      or
      agent in violation of this Section 6.3, it shall pay CAI (a) $* in the case
      of a
      physician, (b) $* in the case of a nurse or other licensed professional, or
      (c)
      $* in the case of an employee or agent not covered by clauses (a) or (b) of
      this
      sentence. Furthermore, for any breach of this Section 6.3, CAI shall pay
      Customer liquidated damages in accordance with this Section. In the event that
      CAI hires an employee or agent in violation of this Section 6.3, it shall pay
      Customer an amount equal to the then current salary of the solicited employee
      plus twenty (20) percent, or in the case of an agent of Customer, an amount
      equal to the outstanding contract value to be performed by such agent plus
      twenty (20) percent. Provided further that in all cases the breaching party
      shall reimburse the other party its reasonable attorneys’ fees incurred in
      enforcing this Section 6.3.











Third :  As
      of the
      date of the execution of this Amendment (but in no event later than as of April
      1, 2003). the parties agree to add to the Agreement the HIPAA Addendum attached
      hereto and made a part hereof





In
      Witness Whereof **,** the
      parties hereto have hereunto set their hands and seals as of the date written
      above.


**CAREADVANTAGE,
              INC.**
            
            
            **BLUE
              CROSS
              AND BLUE SHIELD OF
              VERMONT**BY:  /s/ DENNIS J.
              MOURAS
            
            
            BY:  /s/ DON C.
              GEORGETITLE: CEO
            
            
            TITLE: VP, ANAGED HEALTH SYSTEMSDATE: 7/2/2003
            
            
            DATE:
              6-27-2003




2




**HIPAA
      ADDENDUM**




This
      addendum (“Addendum”) is effective upon execution, and amends and is made part
      of the Third Amended and Restated Service Agreement dated as of April 1, 2001
      by
      and between CareAdvantage, Inc. (“CAI”) and Blue Cross and Blue Shield of
      Vermont (“Plan”).




**A.**
            **Background
                Statements.**




1.
            The
                Parties acknowledge that Plan is a Covered Entity required to comply
                with
                the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
                and its implementing regulations (45 C.F.R. Parts
                160-164).




2.
            The
                Parties agree that, pursuant to Agreement, CAI is performing certain
                functions including, but not limited to, medical leadership and clinical
                support, utilization review, grievance and appeals, after hours back-up
                physician review coverage, and case management support on behalf
                of Plan
                and that when performing these functions CAI is acting as a Business
                Associate of Plan.




3.
            Plan
                and CAI mutually agree to modify Agreement to incorporate the terms
                of
                this Addendum to comply with the requirements of the HIPAA and its
                implementing regulations.




**B.**
            **Privacy
                of Protected Health
                Information.**




**1.**
            **Permitted
                Uses and Disclosures****.**CAI is permitted or required to use or disclose Protected Health
                Information it creates or receives for or from Plan or to request
                Protected Health Information on Plan’s behalf only as
                follows:




a)
            Functions
                and Activities on Plan’s Behalf.
                Except as otherwise limited in this Addendum, CAI is permitted to
                request
                the minimum necessary protected health information on Plan’s behalf, and
                to use and to disclose the minimum necessary Protected Health Information
                to perform functions, activities, or services for or on behalf of
                Plan, as
                specified in Agreement.




b)
            CAI’s
                Operations.
                CAI may use the minimum necessary Protected Health Information for
                CAI’s
                proper management and administration or to carry out CAI’s legal
                responsibilities. CAI may disclose the minimum necessary Protected
                Health
                Information for CAI’s proper management and administration or to carry out
                CAI’s legal responsibilities only
                if:




(i)
            The
                disclosure is required by law; or




(ii)
            CAI
                obtains reasonable assurance, evidenced by written contract, from
                any
                person or organization to which CAI will disclose Protected Health
                Information that the person or organization
                will:




a.
            Hold
                such Protected Health Information in confidence and use or further
                disclose it only for the purpose for which CAI disclosed it to the
                person
                or organization or as required by law;
                and




b.
            Promptly
                notify CAI (who will in turn promptly notify Plan) of any instance
                of
                which the person or organization becomes aware in which the
                confidentiality of such Protected Health Information was
                breached.




c)
            Data
                Aggregation.
                CAI may use Protected Health Information of Plan to provide Data
                Aggregation Services to Plan.




**Prohibition
      on Unauthorized Use or Disclosure** **.**  CAI will
      neither use nor disclose Protected Health Information except as permitted or
      required by this Addendum, as otherwise permitted in writing by Plan, or as
      required by law. This Addendum does not authorize CAI to use or disclose
      Protected Health Information in a manner that would violate the requirements
      of
      the Health Insurance Portability and Accountability Act of 1996 and its
      implementing regulations (45 C.F.R. Parts 160-64) if done by Plan, except as
      set
      forth in Section B(1)(b).




**Information
      Safeguards** **.** CAI
      will
      develop, implement, maintain, and use appropriate administrative, technical,
      and
      physical safeguards, in compliance with Social Security Act § 1173(d) (42
      U.S.C. § 1320d-2(d)), 45 Code of Federal Regulations § 164.530(c) and any other
      implementing regulations issued by the U.S. Department of Health and Human
      Services . The
      safeguards will be designed to preserve the integrity and confidentiality of,
      and to prevent intentional or unintentional non-permitted or violating use
      or
      disclosure of, Protected Health Information. CAI will document and keep these
      safeguards current.




3




**Sub-Contractors
      and Agents** **.** CAI
      will
      require any of its subcontractors and agents, to which CAI is permitted by
      this
      Addendum or in writing by Plan to disclose Protected Health Information, to
      provide reasonable assurance, evidenced by written contract, that such
      subcontractor or agent will comply with the same privacy and security
      obligations as CAI with respect to such Protected Health
      Information.




**C.**
            **Individual
                Rights.**




**1.**
            **Access****.**CAI
                will, within 15 days after Plan’s request, make available to Plan or, at
                Plan’s direction, to the individual (or the individual’s personal
                representative) for inspection and obtaining copies any Protected
                Health
                Information about the individual that is in CAI’s custody or control, so
                that Plan may meet its access obligations under 45 Code of Federal
                Regulations § 164.524.




**2.**
            **Amendment****.**CAI will, upon receipt of notice from Plan, promptly amend or permit
                Plan
                access to amend any portion of the Protected Health Information,
                so that
                Plan may meet its amendment obligations under 45 Code of Federal
                Regulations § 164.526.




**3.**
            **Disclosure
                Accounting****.**CAI shall document disclosures of Protected Health Information and
                information related to such disclosures as would be required for
                Plan to
                respond to a request by an individual for an accounting of disclosures
                of
                Protected Health Information in accordance with 45 Code of Federal
                Regulations § 164.528 and shall provide such information to Plan upon
                request so that Plan may meet its disclosure accounting obligations
                under
                45 Code of Federal Regulations §
164.528.




**4.**
            **Restriction
                Requests; Confidential Communications****.**CAI
                will comply with any agreements for confidential communications of
                which
                it is aware and to which Plan agrees pursuant to 45 C.F.R.
                § 164.522(b) by communicating with Members using agreed upon
                alternative means or alternative
                locations.




**Inspection
      of Books and Records** **.** CAI
      will
      make its internal practices, books, and records, relating to its use and
      disclosure of Protected Health Information, available to Plan and to the U.S.
      Department of Health and Human Services to determine compliance with 45 Code
      of
      Federal Regulations Parts 160-64 or this Addendum.




**D.**
            **Breach
                of Privacy Obligations.**




**1.**
            **Reporting****.**CAI will report to Plan any use or disclosure of Protected Health
                Information not permitted by this Addendum or in writing by Plan.
                CAI will
                make the report to Plan’s Legal Department not more than 5 days after CAI
                learns of such non-permitted use or disclosure. CAI’s report will at
                least:




a)
            Identify
                the nature of the non-permitted use or
                disclosure;




b)
            Identify
                the Protected Health Information used or
                disclosed;




c)
            Identify
                who made the non-permitted use or disclosure and who received the
                non-permitted or violating
                disclosure;




d)
            Identify
                whatcorrectiveaction CAI took or will take to prevent further non-permitted uses
                or
                disclosures;




e)
            Identify
                what CAI did or will do to mitigate any deleterious effect of the
                non-permitted use or disclosure;
                and




f)
            Provide
                such other information, including a written report, as Plan may reasonably
                request.




**2.**
            **Termination
                of Agreement****.**




a) Right
      to Terminate for Breach .
      Plan
      may terminate Agreement if it determines, in its reasonable discretion, that
      CAI
      has materially breached any provision of this Addendum and, on
      notice of such material breach or violation from Plan, CAI fails to take
      reasonable steps to cure the breach or end the violation. If CAI fails to cure
      the material breach or end the violation within 30 days after receipt of Plan’s
      notice, Plan may terminate Agreement by providing CAI written notice of
      termination, stating the uncured material breach or violation that provides
      the
      basis for the termination and specifying the effective date of the termination.




4




b)
            Obligations
                upon Termination.




(i)
            Return
                or Destruction.
                Upon termination, cancellation, expiration or other conclusion of
                Agreement, CAI will if feasible return to Plan or destroy all Protected
                Health Information, including all Protected Health Information in
                whatever
                form or medium (including any electronic medium) and all copies of
                and any
                data or compilations derived from and allowing identification of
                any
                individual who is a subject of Protected Health Information. CAI
                will
                complete such return or destruction as promptly as possible, but
                not later
                than 60 days after the effective date of the termination, cancellation,
                expiration or other conclusion of Agreement. CAI will identify any
                Protected Health Information that cannot feasibly be returned to
                Plan or
                destroyed. CAI will limit its further use or disclosure of that Protected
                Health Information to those purposes that make return or destruction
                of
                that Protected Health Information infeasible. Within 60 days after
                the
                effective date of the termination, cancellation, expiration or other
                conclusion of Agreement, CAI will (a) certify on oath in writing
                to Plan
                that such return or destruction has been completed, (b) deliver to
                Plan
                the identification of any Protected Health Information for which
                return or
                destruction is infeasible, and (c) certify that it will only use
                or
                disclose such Protected Health Information for those purposes that
                make
                return or destruction infeasible.




(ii)
            Continuing
                Privacy Obligation.
                CAI’s obligation to protect the privacy of the Protected Health
                Information it created or received for or from Plan will be continuous
                and
                survive termination, cancellation, expiration or other conclusion
                of
                Agreement.




(iii)
            Other
                Obligations and Rights.
                CAI’s other obligations and rights and Plan’s obligations and rights upon
                termination, cancellation, expiration or other conclusion of Agreement
                will be those set out in Agreement.




**E.**
            **Conflicts.**The terms and conditions of this Addendum will override and control
                any
                conflicting term or condition of Agreement. All nonconflicting terms
                and
                conditions of Agreement remain in full force and
                effect.




**F.**
            **General
                Provisions.**




**1.**
            **Definitions****.**The
                capitalized terms “Health Care Operations,”“Payment,”
                “Protected Health Information,” and “Treatment” shall have the same
                meaning as in 45 C.F.R. § 164.501. The capitalized terms “Business
                Associate” and “Covered Entity” shall have the same meaning as in 45
                C.F.R. § 160.102.****




**2.**
            **Amendment
                to Agreement****.**Upon
                the effective date of any final regulation or amendment to final
                regulations promulgated by the U.S. Department of Health and Human
                Services with respect to Protected Health Information or Standard
                Transactions, this Addendum and the Agreement of which it is part
                will
                automatically amend such that the obligations they impose on CAI
                remain in
                compliance with these regulations.




5


5/29/01




**THIRD
      AMENDED AND RESTATED**


**SERVICE
      AGREEMENT**





This
      Third Amended and Restated Service Agreement ("Agreement") is made as of the 1 st day of
      April, 2001 (the "Effective Date") by and between Blue Cross and Blue Shield
      of
      Vermont ("BCBS"), with its principal place of business at 445 Industrial Lane,
      Montpelier, Vermont 05602, and CareAdvantage, Inc. ("CAI") with its principal
      place of business at 485-C Route One South, Iselin, New Jersey
      08830.





Whereas ,
      CAI,
      which is engaged in the business of providing care management services, has
      been
      providing services to BCBS, which provides health insurance coverage and managed
      care coverage, pursuant to a Second Amended and Restated Services Agreement
      dated as of May 24, 2000 ("Prior Agreement");





Whereas ,
      the
      parties desire to amend and restate the Prior Agreement;





Now,
      Therefore ,
      in
      consideration of the mutual promises and agreements contained herein, the
      parties agree as follows:





1.  **Services** .





1.1  Generally .  As
      set
      forth herein, CAI will provide a medical management team (a) to plan and
      implement care management programs for the enhancement of the current care
      management of inpatient and outpatient facility-based services, professional
      services and supplies, (b) to reduce the cost and utilization of patient
      services, and (c) to meet BCBS’s cost containment goals. Specifically, CAI will
      provide to BCBS the medical leadership and clinical support described in Section
      1.2; in accordance with its terms, the use of the intellectual property
      described in Section 1.3; and the services described in Sections 1.4, 1.5 and
      1.6 (collectively "Services") in connection with all BCBS members enrolled
      in
      the Care Management Program (which includes BCBS members enrolled in PPO and
      POS
      products (including cost plus), national accounts and FEP; and does not include
      BCBS members enrolled in TVHP Medicare Supp.) CAI will provide the Services
      with
      respect to all medical and surgical services other than mental health, substance
      abuse and prescription drugs.





1.2  Medical
      Leadership and Clinical Support CAI
      shall provide a Corporate Medical Director, access to CAI Specialty Advisory
      Panel, and 24/7 back-up physician review coverage, all in accordance with this
      Agreement.







a.  Corporate
      Medical Director .
      CAI
      will provide BCBS with an on-site Corporate Medical Director whose
      responsibilities shall include:




i.
            Assisting BCBS achieve its corporate and program
              objectives;  ii.
            Representing
                BCBS and its care management initiatives to providers, members and
                purchasers;





iii.
            Supporting
                clinical reviews in the care management
                program;





iv.
            Developing
                corporate medical and payment
                policies;





v.
            Providing
                leadership to and management of BCBS’s Medical Services
                Department;





vi.
            Supporting
                and participating in provider contracting
                initiatives;





vii.
            Serving
                as chairman of BCBS’s Care Management Steering
                Com-mittee;





viii.
            Supporting
                and facilitating development of new care management programs;
                and





ix.
            Assisting
                BCBS in complying with NCQA/Rule 10
                requirements.





The
      Corporate Medical Director, who shall serve under the direction of BCBS’s Vice
      President for Managed Health Systems (or such other officer as BCBS shall
      designate), shall be a CAI employee and shall devote his full-time efforts
      to
      CAI's responsibilities under this Agreement.





b.  Specialty
      Advisor Panel .
      CAI
      will provide BCBS access to CAI's panel of fully credentialed specialists for
      review of complex cases, reconsideration and appeals. This panel will also
      provide support to the Specialty Advisory Committees.





c.  Back-Up
      Physician Review Coverage .
      For
      those times that the Corporate Medical Director and/or the BCBSVT medical
      directors are unavailable, CAI will provide after-hours back-up physician review
      coverage seven days per week via telephone.





1.3  Intellectual
      Property .
      During
      the term of this Agreement, CAI will provide BCBS with the use of the
      intellectual property described in Attachment A in accordance with the terms
      of
      that Attachment.







1.4  Performance
      Enhancement and Support.





a.  CAI
      will
      provide BCBS with an on-site Director of Operations whose responsibilities
      will
      include:





i.  As
      necessary, reviewing BCBS’s utilization and management operation and the related
      corporate infrastructure. Such review will address those functions that affect
      results, productivity and quality, and may include program focus and scope;
      review criteria; clinical review staff; physician review support; clinical
      staff
      training; timeliness of notification and review; on-site review; denials,
      penalties and appeals; case management programs; disease management programs;
      and systems support.





ii.  Periodic
      audits of completed cases, assessing inter-reviewer reliability in compliance
      with the requirements of external accreditation agencies.





b.  Strategy
      Development and Implementation. CAI will
      provide support to BCBS strategic initiatives by providing the
      following:





i.  CAI
      leadership in preparing BCBS for URAC accreditation for case
      management;





ii.  CAI
      Executive leadership participation in BCBS Care Management Committee;
      and





iii.  CAI
      National Medical Director involvement in BCBS committees and strategic
      planning.





c.  Provider
      Network Management.





i.  CAI,
      through the case review process and through the formation of Specialty Advisory
      Committees, will seek to engage network physicians and hospitals in addressing
      care management issues. In the case review process, the Medical Directors will
      contact attending physicians or the hospital UR staff to discuss treatment
      plans
      or alternatives. This will be supported by the matched specialty review
      available through the CAI Specialty Advisor Panel.





ii.  CAI
      will
      recommend and support the formation and coordination of select Specialty
      Advisory Committees to address care management issues. These committees are
      a
      means to develop program guidelines that reflect regional medical practice
      and
      to develop working relationships with the provider community.





iii.  CAI
      will
      work with BCBS’s contracting personnel to assist in managing the at-risk
      networks, providing them with analysis and care management program support,
      as
      indicated.










d.  Outcomes
      Measurement .
      CAI
      will conduct quarterly analyses of program outcomes using BCBS claims data
      and
      program activity data, and will issue management reports customized as
      reasonably requested by BCBS.





1.5  Care
      Management Business Systems .
      CAI
      will provide and maintain the following business systems in support of the
      BCBS
      care management program:





a.
            Physician
                Review SystemTM(PRS), a software system to record and report physician review
                activity;





b.
            Case
                Management Screening Module (CMS), software system that identifies
                candidates for case management;
                and.





c.
            ClientNetTM,
                an internet-based system that provides on-line access to aggregated
                claims
                data.





1.6  Additional
      Services .
      CAI
      shall provide such additional services and/or additional medical directors
      as
      the parties may agree.





1.7  BCBS
      Right of Approval .
      The
      Corporate Medical Director and his replacement shall in all respects be
      satisfactory to BCBS in its reasonable judgment, including in medical education,
      training, experience, judgment, and ability to work with and relate to BCBS
      employees, physicians under contract with BCBS, and others in the medical
      community. CAI has proposed Stephen Perkins, M.D. to be the Corporate Medical
      Director pursuant to this Agreement, and BCBS has determined that Perkins is
      acceptable to it to serve in that capacity.





2.  **Compensation
      & Expenses**





2.1.  Generally .
      As
      compensation for CAI's Services to BCBS, including any direct or indirect
      expenses that CAI may incur, BCBS shall pay CAI an annual fee as
      follows:





April
      1, 2001 to March 31,
      2002  $*





For
      each
      year commencing on or after April 1, 2002, that this Agreement remains in
      effect, BCBS shall pay CAI an annual fee equal to the sum of (a) the fee for
      the
      prior year, plus (b) such additional amount as the parties may mutually agree
      based on CAI’s attainment of performance measures or otherwise. The annual fee
      shall be paid in equal monthly installments, in arrears.





2.2.  Compensation
      for Additional Services .
      In the
      event the parties agree that CAI shall perform additional services and/or
      provide additional medical directors, then as part of such agreement the parties
      shall also agree to appropriately increase CAI’s compensation otherwise payable
      pursuant to Section 2.1.





3.  **Confidentiality**





3.1  Generally .  Each
      party hereto hereby agrees that, during the term of this Agreement and after
      its
      termination, it shall (a) not, directly or indirectly, use (other than for
      the
      purposes contemplated hereby during the term), (b) keep secret and retain in
      strictest confidence, and (c) not disclose to any third party, Confidential
      Information as defined herein. Notwithstanding the foregoing, a party may
      disclose Confidential Information: (i) when compelled to do so by applicable
      law, and (ii) to those of such party's officers, directors, partners, employees
      and agents who have a "need to know."










3.2  Definition .  "Confidential
      Information" shall mean (a) any forms, policies, procedures, manuals and
      materials of any kind created, owned or provided by a party in connection with,
      or with respect to, the Services, (b) any information or data relating to the
      Services or this Agreement that is made available by a party to the other party
      and (i) is marked confidential, or at the time of its being made available,
      is
      otherwise indicated to be confidential, or (ii) within thirty (30) days after
      such information or data is first made available, is indicated in writing to
      be
      confidential, (c) any derivative works based on the materials, information
      or
      data described in subclauses (a) and (b) above, and (d) with respect to the
      confidentiality obligations hereunder of CAI only, (i) patient information,
      and
      (ii) any and all information or data (whether patient specific, account
      specific, aggregates thereof or otherwise) relating to the cost or utilization
      of health care services provided to, or received by an individual covered by
      any
      BCBS health care benefit plan; provided , however ,
      Confidential Information shall not mean information or data that (A) was
      previously known to the receiving party at the time of disclosure, (B) is
      publicly known through no act or omission by the receiving party, or (C) is
      disclosed to the receiving party by a third party having the legal right to
      make
      such disclosure.





4.  **Term** .





4.1  Generally .  This
      Agreement shall be for a three (3) year term beginning on the Effective Date,
      and shall renew automatically for successive one (1) year terms, unless either
      party provides the other with notice of non-renewal not less than ninety (90)
      days prior to the end of the scheduled term. Without limiting the foregoing,
      a
      non-renewal notice may include proposed new terms and conditions for the
      extension of this Agreement. In the event new terms and conditions for the
      continuation of this Agreement are proposed by either party, the parties agree
      to negotiate in good faith concerning the proposed new terms (including the
      right to reject the proposed new terms and not extend this Agreement) in an
      attempt to agree on new terms and conditions prior to the scheduled expiration
      date.





5.  **Insurance;
      Indemnification; Defense of Litigation**





5.1 Insurance. CAI
      shall maintain in full force and effect during the term of this Agreement errors
      and omissions/utilization review and utilization management insurance in per
      occurrence and aggregate face amounts of at least $* million and $* million
      respectively, such policy or policies not to be cancelable upon less than thirty
      (30) days' prior notice, and providing that BCBS shall receive copies of any
      notice of cancellation.





5.2  Indemnification .  Each
      party hereto (as such, an "Indemnifying Party") agrees to indemnify, defend
      and
      hold harmless (collectively, "Indemnify") the other party and such other party's
      officers, directors, employees or agents (collectively, "Indemnified Parties")
      from and against any and all claims, suits, costs and expenses, including
      without limitation, costs of investigation and defense, incurred by such
      Indemnified Parties as a result of any willful misconduct or any negligent
      act
      or omission by the Indemnifying Party in connection with this Agreement. This
      provision is not intended to obligate CAI to Indemnify BCBS for claims under
      the
      terms of BCBS’s health insurance policies or HMO agreements which BCBS would
      have been obligated to pay regardless of the misconduct or act or omission
      of
      CAI.










5.3  Defense
      of Litigation .  Except
      as
      provided in Section 5.2, each party shall be responsible at its own expense
      for
      defending itself in any litigation brought against it, whether or not the other
      party is also a defendant, arising out of any aspect of activities undertaken
      in
      connection with this Agreement. Each party agrees to provide the other party
      information in its possession which is necessary to the other party's defense
      in
      such litigation.





6.  **Additional
      Requirements**





6.1  Independent
      Contractors . The
      relationship of the parties under this Agreement shall be that of independent
      contractors. Neither shall have any claim under this Agreement or otherwise
      against the other party as a joint venturer or partner.





6.2  Proprietary
      Rights . Neither
      party shall use the name, logos, trademarks, or service marks of the other
      without the other's prior written consent, except that CAI may include BCBS
      in
      its listing of clients.





6.3  Nonsolicitation
      of Employees .
      During
      the term of this Agreement and for an additional period of two (2) years after
      the termination of this Agreement, neither CAI nor BCBS shall solicit for
      employment or hire any employee or consultant of the other without the other's
      prior written consent.





6.4  Non-Competition .
      CAI
      agrees that during the period commencing on the date of this Agreement to and
      including the second anniversary of the date this Agreement terminates (for
      whatever reason), CAI shall not (a) engage directly or indirectly in the State
      of Vermont in any business that is in direct or indirect competition with the
      business of BCBS, or (b) contract to provide its services in the State of
      Vermont to an entity that is in direct or indirect competition with the business
      of BCBS.





6.5  No
      Guarantee of Medical Results .
      Neither
      the execution of this Agreement nor the performance of any of its obligations
      constitutes an undertaking by CAI to guarantee the results of health care
      provider services or that such services will be rendered in accordance with
      generally accepted medical standards or procedures. The parties agree that
      CAI
      is not and shall not be deemed a health care provider as a result of the
      Services provided pursuant to this Agreement, and that all decisions concerning
      the rendering of health care services are determined by the patient's physician,
      hospital or other health care provider and the patient.





7.  **Miscellaneous**





7.1  Compliance
      With Laws . Each
      party shall, throughout the term of this Agreement, use its best efforts to
      be
      in continuous compliance with all applicable laws.










7.2  Notice .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given upon receipt, and shall be addressed as
      follows:





*If
                to BCBS:*
            Blue Cross and Blue Shield
              of
              Vermont445
                Industrial Lane,
              Montpelier,
                Vermont 05602
              Attn:Don
                George,
              Vice President*If
                to CAI:*
            CareAdvantage, Inc.485-C
                Route 1 South
              Iselin,
                New Jersey 08830
              Attn:Dennis
                Mouras,
              Chief Executive Officer &
President




or
      to
      such other address as any party hereto shall have designated to the other
      parties in accordance with the provisions of this Agreement.





7.3  Parties
      in Interest .
      This
      Agreement is made for the exclusive benefit of the parties hereto, their
      successors and permitted assigns, and no person or entity other than CAI, BCBS,
      their successors or permitted assigns shall acquire or have any rights under
      or
      by virtue of this Agreement.





7.4  Impossibility
      of Performance . No party
      shall be deemed to be in violation of this Agreement if prevented from
      performing any obligation hereunder due to matters that are beyond its control,
      including without limitation war, fire, strikes, riots, floods, storms,
      earthquakes, other elements or acts of God or the public enemy.





7.5  Binding
      Agreement; Assignability .
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and permitted assigns and subcontractors.
      No party hereto shall sell, assign, transfer, convey, subcontract or otherwise
      dispose of its rights or obligations under, title to, or interest in, this
      Agreement, in whole or in part, to a third party other than a parent,
      subsidiary, or affiliate without the prior written consent of the other party,
      which consent shall not be unreasonably withheld.





7 .6  Entire
      Agreement; Amendment . This
      Agreement embodies the entire agreement and understanding between the parties
      hereto with respect to the subject matter hereof. This Agreement may not be
      amended except by a writing executed by each of the parties hereto.





7 .7  Disputes .
      In the
      event of any dispute between the parties hereto arising out of or concerning
      this Agreement, the parties agree to use their reasonable best efforts to
      resolve any such dispute amicably, in good faith, and expeditiously prior to
      resorting to litigation.





7.8  Injunctive
      Relief .
      The
      parties acknowledge that in the event of the breach of certain provisions of
      this Agreement, including Sections 3, 6.2 and 6.3 or 6.4, CAI or BCBS, as the
      case may be, may not have an adequate remedy at law and will suffer irreparable
      damage and injury. Therefore, in addition to any other remedy available, CAI
      and
      BCBS each agree that if it violates any of the provisions of Section 3, 6.2,
      6.3
      or 6.4, the non-breaching party shall be entitled to injunctive relief, without
      bond, from a court of competent jurisdiction.










7.9  Governing
      Law .
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of New Jersey without giving effect to the principles of conflicts of
      laws.





7.10  Effect
      of Prior Agreement. Commencing as of the Effective Date, the rights and obligations of the parties
      shall be determined pursuant to this Agreement and the Prior Agreement shall
      be
      of no further effect.





7.11  Severability .
      If any
      provision of this Agreement or application thereof shall be invalid or
      unenforceable, the remainder of this Agreement shall remain in full force and
      effect.





7 .12  Counterparts .
      This
      Agreement 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 hereto have hereunto set their hands and seals as of the date written
      above.


**CAREADVANTAGE,
                INC.**
              
              
              **BLUE
                CROSS
                AND BLUE SHIELD OF
                VERMONT**BY:  /s/ DENNIS J.
                MOURAS
              
              
              BY:  /s/ DON C. GEORGE
              7-12-2001TITLE: CEO
              
              
              TITLE:
                  VICE PRESIDENT MANAGED HEALTH SYSTEMS







**A** **TTACHMENT
      A**





**INTELLECTUAL
      PROPERTY**





1.  **License** .
      In
      accordance with the terms and conditions of this Attachment, CAI grants BCBS
      the
      non-exclusive license to use the following intellectual property only at BCBS’s
      offices in the State of Vermont, and only in connection with its business of
      providing health care and managed care coverage:





RightPathTM


Physician
      Review SystemTM


ClientNetTM


Case
      Management Screening





Such
      properties shall collectively be referred to as “Intellectual Property”; but to
      the extent such Intellectual Property consists of computer software
      ( *i.e* .,
      Physician Review SystemTM and ClientNetTM), it shall be referred to as “Software”;
      to the extent that documentation accompanies the Software, it shall be referred
      to as “Documentation”; updates and/or improvements to the Software and/or other
      Intellectual Property shall be referred to as “Updates”; and Intellectual
      Property (including Software and Updates) and Documentation and any copies
      or
      modifications thereto are referred to as the “Licensed Products.”





All
      rights to and in the Licensed Products, including, but not limited to,
      copyrights and trade secret rights, belong to CAI and CAI holds title to each
      copy of the Licensed Products. BCBS shall not transfer or distribute the
      Licensed Products to others, and the license granted hereunder shall
      automatically terminate in the event of such a transfer or distribution. BCBS
      shall not copy or modify the Licensed Products, except that BCBS may copy the
      Licensed Products for authorized use and for backup so long as all copyright
      and
      other notices are reproduced and included on such copies.





2.  **Updates** .
      During
      the term of the Second Amended and Restated Agreement, CAI will provide BCBS
      without additional charge copies of all Updates to the extent that they become
      available for commercial use.





3.  **Term
      of License** .
      Upon
      termination of the Second Amended and Restated Agreement for any reason, BCBS
      shall return all copies of the Licensed Products to CAI. In addition, CAI may
      terminate the license granted pursuant to this Attachment (without terminating
      the Second Amended and Restated Agreement) in the event BCBS breaches any of
      the
      terms and conditions contained in this Attachment, upon which termination BCBS
      shall return all copies of the Licensed Products to CAI. All provisions of
      this
      Attachment A relating to disclaimers of warranties, limitation of liability,
      remedies, or damages, and CAI's proprietary rights shall survive termination
      of
      the license and/or Second Amended and Restated Agreement.





4.  **Object
      Code** .
      The
      Software is delivered in object code only. BCBS shall not reverse compile or
      otherwise reverse engineer the Software.





5.  **Limited
      Warranty** .
      CAI
      does not warrant that the functions contained in the Licensed Products will
      meet
      BCBS's requirements or that the operation of the Software will be uninterrupted
      or error-free. CAI does warrant that the media on which the Software is
      furnished will be free from defects in materials and workmanship under normal
      use for a period of thirty (30) days from the date of delivery ("Warranty
      Period"). BCBS's exclusive remedy under this limited warranty is the replacement
      of any defective physical media on which the Software is furnished, as provided
      below. To receive a replacement for defective media under this limited warranty,
      return the defective media to CAI during the Warranty Period.





EXCEPT
      AS
      PROVIDED ABOVE, THE LICENSED PRODUCTS IS PROVIDED "AS IS" WITHOUT WARRANTY
      OF
      ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
      IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
      AND
      THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCTS
      IS
      WITH BCBS.










6.  **Limitation
      of Liability** .
      CAI'S
      SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF
      DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN ANY STATE WHERE
      THE
      FOREGOING LIMITATION OF LIABILITY IS UNENFORCEABLE, CAI’S SOLE OBLIGATION OR
      LIABILITY UNDER THIS AGREEMENT SHALL BE PAYMENT OF $100. IN NO EVENT WILL CAI
      BE
      LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT
      LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT
      OF
      USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF CAI HAS BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
      IN NO EVENT SHALL CAI BE LIABLE FOR ANY DAMAGES.





7.   **General** .
      Any
      attempt by BCBS to sublicense, assign or transfer any of the rights, duties
      or
      obligations with respect to the Intellectual Property is void.