Exhibit 10.38

                       CAREADVANTAGE HEALTH SYSTEMS, INC.

              CONFIDENTIALITY, INVENTION AND NON-COMPETE AGREEMENT

      I,  Elaine  del Rossi,  as  partial  consideration  for my  employment  by
CareAdvantage Health Systems, Inc. or its subsidiaries and affiliates (including
without limitation  CareAdvantage,  Inc. and Contemporary HealthCare Management,
Inc.) or successors in business  (hereinafter  individually and collectively the
"Company"),  and for the compensation to be paid to me during the continuance of
such  employment,  enter into this  Confidentiality,  Invention and  Non-Compete
Agreement (hereinafter "Agreement") as follows:

                   1. Non-Interference With Third-Party Rights

      1.1 I understand  that my  employment  with the Company is based on (a) my
representation  that I am free to undertake  employment with the Company and the
duties and obligations  imposed under this Agreement without breach of any other
agreement  (whether  written  or  oral)  or duty to  another  party,  and (b) my
acknowledgment that the Company is entitled to the benefit of my work. I further
understand  that the  Company has no  interest  in using any  person's  patents,
copyrights,  trade secrets or trademarks in an unlawful manner. As such, I shall
not misapply proprietary rights that the Company has no rights to use.

          2. Confidentiality of Trade Secrets and Business Information

      2.1 I acknowledge  that during the course of my employment,  I may develop
and obtain access to trade secrets and confidential  business information of the
Company.  Under the law a "trade secret" is a type of intangible  property,  and
its  theft is a crime in most  states.  A trade  secret  generally  consists  of
valuable, secret information or ideas that the Company collects or uses in order
to keep its  competitive  edge.  Examples of trade  secrets are system  designs,
computer  programs  and  software,  proprietary  clinical  protocols,  operating
processes,   and  any  other  proprietary  technology.   "Confidential  business
information,"  which the  Company  also treats as  proprietary,  consists of all
other  competitively  sensitive  information  kept in confidence by the Company.
Examples  of   confidential   business   information  are  selling  and  pricing
information and procedures, business and marketing plans, and internal financial
statements.

      2.2 I agree to not use or disclose any trade secrets to which I am exposed
or have access to in the course of my employment with the Company,  whether such
trade  secrets  belong to the  Company  (including  trade  secrets  embodied  or
contained  in any Employee  Developments  as defined in Section 4.1) or to third
parties,  during  my  employment  and for so  long  afterward  as the  pertinent
information or data remain trade  secrets,  whether or not the trade secrets are
in written or  tangible  form,  except as  required  and  authorized  during the
performance  of  my  duties.  I  further  agree  to  not  use  or  disclose  any
confidential business information to which I am exposed or have access to in the
course of my employment with the Company,  whether such  information  belongs to
the Company (including  confidential  business information embodied or contained
in any Employee  Developments  as defined in Section  4.1) or to third  parties,
during my employment and for so long  afterward as the pertinent  information or
data remain confidential business  information,  whether or not the confidential
business  information  is in written or tangible  form,  except as required  and
authorized during the performance of my duties.

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                          3. Return of Company Property

      3.1 At the  request  of the  Company,  and in any  event,  at the  time of
termination  of my  employment,  I will return all records,  materials and other
physical  objects that pertain to the  Company's  business or to my  employment,
including but not limited to all memoranda,  notes, records, drawings,  manuals,
documents,  papers,  computer  software and  passwords  or other  identification
materials  (including all copies thereof).  The foregoing  obligation applies to
all materials relating to the affairs of the Company or to any of its customers,
clients,  vendors or agents which may be in may  possession  or control.  I will
also leave the Company all materials involving any trade secrets or confidential
business information of the Company.

                      4. Ownership of Employee Developments

      4.1  The  Company  shall  be  entitled  to own  and to  control  all  care
management, medical, technological, operating, and training ideas, processes and
materials  that are developed or conceived by me, solely or jointly with others,
at any time during my employment to the extent that they relate to the Company's
then   present   business  or   interest   (collectively   known  as   "Employee
Developments").  Accordingly, I will promptly disclose and make available to the
Company all work papers,  models or other tangible  embodiments of such Employee
Developments.  Further, I will deliver and assign to the Company all copyrights,
inventions,  discoveries,   improvements  and  trade  secrets  (whether  or  not
patentable), including all interests in computer programs, arising in connection
with my  employment,  and I will take  whatever  steps may be needed to give the
Company the full and exclusive  benefit of them. To the fullest extent permitted
by applicable law, all such inventions and developments shall be considered work
made for hire under  applicable law, and I shall assign to the Company all other
rights that I may have in any such inventions and developments.

                               5. Non-Competition

      5.1 I agree that  during the period  commencing  on the date hereof to and
including  the  anniversary  of the date on which I cease to be  employed by the
Company  (the  "Non-Competition  Period"),  I and any  entity  in which I may be
interested as a partner,  trustee,  director,  officer,  employee,  shareholder,
option  holder,  consultant,  lender  of money or  guarantor  shall  not  engage
directly or indirectly in  utilization  review of inpatient or outpatient  care,
managed care  services,  or disease  management  services  (collectively,  "Care
Management Business") in any state (including the District of Columbia) in which
the  Company  (including  its  subsidiaries  and  affiliates)  conducts  a  Care
Management Business;  provided,  however, that the foregoing shall not be deemed
to prevent me from (a)  investing in  securities  if such class of securities in
which the investment is so made is listed on a national  securities  exchange or
is issued by a company registered under Section 12(g) of the Securities Exchange
Act of 1934,  so long as such  investment  holdings  do not,  in the  aggregate,
constitute more than 1% of the voting stock of any company's securities,  or (b)
making  passive  investments in which I do not  participate  in management;  and
provided further,  however, that the foregoing shall not be deemed to prevent me
from treating patients in the practice of medicine.  I further agree that during
the  Non-Competition  Period,  I  shall  not  seek  or  accept  employment,   an
affiliation,  a consultancy or any other  arrangement with any entity with which
Company, at the time of the termination of my employment,  has or is negotiating
a business relationship.

      5.2 I  acknowledge  that I have been  employed for my special  talents and
that my leaving the employ of the Company would seriously hamper the business of
the Company.  I further  acknowledge that my training,  experience and technical
skills are of such breadth that they can be employed to advantage in areas other
than  the  Managed  Care  Business  during  the   Non-Competition   Period,  and
consequently the foregoing  obligations will not unreasonably  impair my ability
to engage in business activity after the termination of my employment.


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      5.3 I agree that I will not, during the  Non-Competition  Period,  hire or
offer to hire or entice  away or in any other  manner  persuade  or  attempt  to
persuade,  either in my  individual  capacity  or as agent for  another,  any of
Company's officers,  employees, or agents to discontinue their relationship with
the Company. I further agree that I will not, during the Non-Competition Period,
contract, solicit or divert or attempt to contact or divert from the Company any
business  whatsoever by  influencing  or attempting to influence any customer or
account of the Company at the time of termination of my employment.

                             Section 6. Other Terms

      6.1 This  Agreement  shall  inure to the  benefit of, and shall be binding
upon,  the Company and its  subsidiaries  and  affiliates,  together  with their
successors  and  assigns,  and me,  together  with my  executor,  administrator,
personal representative, heirs and legatees.

      6.2  This   Agreement   merges   with  and   supersedes   all   prior  and
contemporaneous  agreements and understandings  (except the Employment Agreement
between the parties  executed  contemporaneously  herewith),  whether written or
oral,  express or implied,  to the extent they  contradict  or conflict with the
provisions hereof.

      6.3 If any term of this Agreement is found to be unlawful or unenforceable
in any respect, the courts shall enforce such term, in whole or in part, and all
other terms of this Agreement to the fullest extent possible.

      6.4  Irreparable  harm should be presumed if this Agreement is breached in
any way. Damages would be impossible to ascertain,  and the faithful  observance
of all terms of this Agreement is an essential  condition of employment with the
Company.  Furthermore,  this  Agreement  is intended to protect the  proprietary
rights of the Company in  important  ways,  and even the threat of any misuse of
any proprietary information disclosed to or developed by me under this Agreement
would be extremely harmful because of the importance and value of such material.
In light of these considerations, I agree that a court of competent jurisdiction
should  immediately  enjoin any  breach of this  Agreement,  upon the  Company's
request,  and the Company is released from the  requirement  to post any bond in
connection with a grant of a temporary or  interlocutory  relief,  to the extent
permitted by law.

      6.5 My  obligations  under this Agreement  shall remain  unaffected by the
termination of my employment with the Company.

      6.7 This  Agreement  shall be governed by and enforced in accordance  with
the laws of the State of New Jersey.

CAREADVANTAGE HEALTH SYSTEMS, INC.            ELAINE DEL ROSSI

By: _______________________________           __________________________________