EXHIBIT 10.32

                              EMPLOYMENT AGREEMENT

      AGREEMENT dated as of January 8, 1999 ("Commencement Date") by and between
CareAdvantage, Inc. ("Company") and David Noone ("Executive").

1. Employment. Company agrees to employ Executive, and Executive agrees to be so
employed,  in the capacity of Chief Executive Officer, and shall have the duties
customary  to such  office  and such  other  duties  as the  Board of  Directors
("Board") shall reasonably determine.

2. Time and  Efforts.  The  Executive  shall:  (a) render  services as the Chief
Executive Officer of the Company,  (b) perform duties consistent with such title
and such other related duties, not inconsistent with such title, as the Board of
Directors of the Company shall reasonably  request,  (c) not engage in any other
business activity and (d) devote all the Executive's  business time,  attention,
skill and best efforts  exclusively  to the Company's  duties  hereunder and the
business and affairs of the  Company,  which  duties  shall  include  having the
Executive  present  in  the  Company's   offices  at  Iselin,   New  Jersey  for
approximately  three  (3) days per week.  The  Company  shall  have the power to
direct,  control and supervise the duties to be performed  hereunder,  the means
and the manner of performing said duties,  and the terms and time for performing
said duties.

3. Compensation.

      3.1 Salary.  Commencing upon the Commencement  Date, the Company shall pay
      Executive  salary for his  services  at an annual rate of  $300,000.  This
      amount  shall be paid in  accordance  with the  Company's  normal  payroll
      practices. The Company shall deduct and withhold from any and all payments
      required  to be made to the  Executive  under this  Agreement  any and all
      Federal,  state,  local and other  taxes that the Company  determines  are
      required to be withheld in  accordance  with the Internal  Revenue Code of
      1986,  as amended from time to time (or any  corresponding  provisions  of
      succeeding  law),  together  with the  rules and  regulations  promulgated
      thereunder, and any other applicable statutes and regulations from time to
      time in effect  (including,  without  limitation,  applicable  Federal and
      state income taxes,  unemployment taxes and FICA  contributions) and shall
      pay over  such  amounts  to the  Federal,  state or local  government,  as
      applicable.

      3.2.  Stock  Options.  The Company shall provide the Executive  with stock
      options in accordance with Attachment A.

      3.3 Benefits. The Company shall provide the Executive with the benefits as
      described in Attachment B.

      3.4 Expense  Reimbursement.  The Company shall reimburse Executive for all
      reasonable and customary  out-of-pocket  expenses incurred in carrying out
      his duties under this Agreement, including, but not limited to, reasonable
      out-of-pocket living expenses incurred


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      while  Executive is residing in the Iselin,  New Jersey area and costs for
      commuting between his home in Redding, Connecticut (or such other location
      as then  constitutes  Executive's  permanent  residence)  and Iselin,  New
      Jersey.  Executive  shall  present  to the  Company  from  time to time an
      itemized account of such expenses in any form required by the Company.

      3.5  Severance.  In the event the Company  terminates  this  Agreement  in
      accordance  with Section 6 after a Change of Control as defined in Section
      2.2 of Attachment  A, then  Executive  shall receive  salary in accordance
      with Section 3.1 for six (6) months after the date of termination.

4. Term. Except as otherwise  provided,  including without  limitation Section 6
hereof,  this  Agreement  shall be for a one (1) year term and shall be  renewed
thereafter  for  successive  one-year  terms  upon the mutual  agreement  of the
Company and the Executive. For purposes of this Agreement, "Term" shall mean the
period commencing on the Commencement Date and ending on the date this Agreement
terminates.

5. Indemnification; Insurance; Litigation.

      5.1  Indemnification.  The Company will indemnify Executive to the fullest
      extent permitted by law (or the certificate of incorporation or by-laws of
      the Company,  whichever  affords the  greatest  protection  to  Executive)
      against all costs,  charges and expenses  whatsoever incurred or sustained
      by him or his legal representatives in connection with any action, suit or
      proceeding  to  which  he may be made a party by  reason  of his  being or
      having  been at any time  (before,  during or after the Term) a  director,
      officer,  employee or agent of the Company,  or a consultant or advisor to
      the Company, or by reason of any action at any time taken by him on behalf
      of the Company.

      5.2  Advancement of Expenses.  Expenses and costs  (including a reasonable
      retainer  and advance  against  disbursements)  incurred by  Executive  in
      connection  with any  matter  with  respect  to which  he is  entitled  to
      indemnification  shall be paid by the  Company  in  advance  of the  final
      disposition  of  such  action,  suit  or  proceeding  upon  receipt  of an
      undertaking  by or on behalf of Executive to repay such amount if it shall
      ultimately be determined  that he is not entitled to be indemnified by the
      Company as authorized by this Section 5.

      5.3 Indemnification Not Exclusive.  The provisions of this Section 5 shall
      not limit or restrict in any way the power of the Company to  indemnify or
      advance  expenses and costs to Executive in any other way permitted by law
      or be deemed exclusive of, or invalidate, any right to which Executive may
      be entitled  under any law,  provisions  of the Company's  certificate  of
      incorporation or by-laws, agreement, vote of stockholders or disinterested
      directors or otherwise,  both as to action in  Executive's  capacity as an
      officer, director,  consultant,  advisor, employee or agent of the Company
      and as to action in any other capacity while holding any such position.

      5.4  Accrual  of  Claims;  Successors.  The  indemnification  provided  or
      permitted  under this  Section 5 shall  apply in  respect of any  expense,
      cost, judgment, fine, penalty or amount paid


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<PAGE>

      in  settlement,  whether  or not the claim or cause of  action in  respect
      thereof  accrued  or arose  before  or after  the  effective  date of this
      Section 5. Executive's indemnification under this Section 5 shall continue
      after he shall have ceased to be a director, officer, consultant, advisor,
      employee   or  agent  and  shall  inure  to  the  benefit  of  his  heirs,
      distributees,  executors,  administrators and other legal representatives.

      5.5  Insurance.  The Company shall  maintain,  during the Term and for six
      years thereafter,  directors' and officers'  liability  insurance covering
      Executive with respect to acts and omissions  occurring  during the period
      of time commencing on the Commencement Date and ending upon the conclusion
      of the Term ("D&O  Insurance"),  on terms no less  favorable  to Executive
      than the most  favorable  terms of such  insurance  (in terms of coverage)
      maintained  in effect by the  Company  at any time  during  the Term.  The
      amount of the D&O Insurance  during the Term and for six years  thereafter
      shall be equal to (i) at least $3 million  (the  amount of coverage on the
      date of this Agreement) or (ii) if the Company increases the amount of D&O
      Insurance  during the Term,  the amount to which the D&O  Insurance  is so
      increased.  The  Company  shall use  commercially  reasonable  efforts  to
      obtain, as soon as practicable  after the date hereof,  D&O Insurance with
      increased  limits of liability and lower  deductibles than those in effect
      on the date hereof.

      5.6 Litigation. In the event of any litigation or other proceeding between
      the Company and  Executive  with respect to the subject  matter of, or the
      enforcement of rights under,  this Agreement,  the Company shall reimburse
      Executive  for all  costs  and  expenses  related  to such  litigation  or
      proceeding,  including reasonable  attorneys' fees and expenses,  provided
      that the litigation or proceeding results in either a settlement requiring
      the Company to make a payment to the  Executive  or a judgment in favor of
      Executive.

6.  Termination  Without  Cause.  Either party may without cause  terminate this
Agreement at any time by notifying the other not less than sixty (60) days prior
to the date such termination is to become  effective.  Upon the Company's notice
or receipt of the Executive's  Termination  Without Cause, the Company agrees to
pay the  Executive  his salary  payable in  accordance  with  Section 3.1 at his
residence  set forth in Section  9.1 up until the date of the  effectiveness  of
such  termination.  The  Executive  agrees  that he  will,  upon his  notice  of
termination,  or receipt thereof,  immediately vacate all offices of the Company
at Iselin, New Jersey and elsewhere.

7. Termination with Cause. The Company may, for cause,  terminate this Agreement
immediately at any time by notifying the Executive of such  termination  and the
cause therefor. For this purpose, "cause" shall include each of the following:

      (a) death or prolonged  disability as defined by the Company's  disability
insurance policy;

      (b) the  Executive's  refusal  or  other  failure  to  perform  any of the
Executive's  duties  hereunder after written notice thereof from the Company and
the  Executive's  failure to cure such  non-performance  within ten (10) days of
receipt thereof;


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<PAGE>

      (c) the  Executive's  breach of this  Agreement  and  failure to cure such
breach  within  ten (10) days of  receipt of  written  notice  thereof  from the
Company;

      (d)  the  Executive's   commission  of  any  act  of  dishonesty,   fraud,
intentional  material  misrepresentation  or moral  turpitude in connection with
this employment, including, but not limited to, misappropriation or embezzlement
of any funds of the Company;

      (e) the  Executive's  commission of any willful or intentional  act having
the effect of injuring,  in any material  respect,  the reputation,  business or
business relationships of the Company;

      (f) entering by the Executive of a plea of guilty or nolo  contendere  to,
or the  conviction of the Executive  for, a crime (other than a routine  traffic
offense) which carries a potential  penalty of imprisonment for more than ninety
(90) days and/or a fine in excess of Ten Thousand Dollars ($10,000);

      (g) the  Executive's  habitual abuse of alcohol,  prescription  drugs,  or
controlled substances;

      (h)  the  Executive's  commission  of any  material  and  repeated  act of
misconduct or material act of  insubordination in connection with his employment
(it being  acknowledged  that mere  disagreement  between  the  Company  and the
Executive, without more, shall not constitute insubordination); or

      (i) the  repetition  of any act or failure  under  subsections  referenced
above,  where such prior act or failure  has  previously  been  cured,  it being
acknowledged  and agreed by the Executive  that upon the  occurrence of any such
repetition, the Executive shall not have a right to further notice and shall not
have an opportunity to cure.

8. Confidentiality, Invention and Non-Compete Agreement. Simultaneously with the
execution of this  Agreement,  the parties shall execute the agreement  entitled
"Confidentiality, Invention and Non-Compete Agreement."

9. Notices.  All notices  required or permitted to be given under this Agreement
shall be given by certified mail,  return receipt  requested,  to the parties at
the  following  addresses or to such other  addresses as either may designate in
writing to the other party.

      If to Company:

             Chairman of the Board of Directors
             CareAdvantage, Inc.
             485-C Route 1 South
             Iselin, New Jersey 08830


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<PAGE>

             with a copy to:

             Epstein, Becker & Green, P.C.
             250 Park Avenue
             New York, New York 10017
             Attention:  Paul D. Squire, Esq.

      If to Executive:

             34 Sunset Hill Road
             Redding, Connecticut 06896

10.  Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the state of New Jersey.

11.  Amendments.  This Agreement may be amended only in writing,  signed by both
parties.

12.  Non-Waiver.  A delay or failure by either  party to  exercise a right under
this  Agreement,  or a  partial  or single  exercise  of that  right,  shall not
constitute a waiver of that or any other right.

13. Binding  Effect.  The provisions of this Agreement shall be binding upon and
inure to the  benefit  of both  parties  and  their  respective  successors  and
assigns.

14.  Counterparts.  This  Agreement may be executed in one or more  counterparts
each of which shall be deemed an original for all purposes.

      IN WITNESS WHEREOF,  the Company has by its appropriate  officers,  signed
and affixed its seal and  Executive  has signed and sealed this  Agreement as of
this 8th day of January, 1999.


CAREADVANTAGE, INC.                                DAVID NOONE

By: ___________________________                      ________________________
      William J. Marino
      Chairman of the Board of Directors


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<PAGE>

                                                                    ATTACHMENT A

                                  STOCK OPTIONS

      1. Generally.  As of the  Commencement  Date, the Executive shall have the
option to purchase common stock in an amount equal to four (4%) of the Company's
capitalization on the Commencement Date, upon the terms and conditions set forth
herein.  Options for half of such total shares (i.e., options to purchase common
stock in an  amount  equal to two (2%) of the  Company's  capitalization)  shall
become   exercisable  in  accordance   with  Section  2.1  of  this   Attachment
("Time-Based Options"),  and options for the remaining half of such total shares
(i.e.,  options to purchase  common  stock in an amount equal to two (2%) of the
Company's  capitalization)  shall become  exercisable in accordance with Section
2.2 of this  Attachment  ("Performance  Options").  Such options shall be issued
from the  Company's  1996  Incentive  and  Non-Incentive  Stock Option Plan,  as
amended ("Plan").  To the maximum extent  permissible under the Internal Revenue
Code of 1986, as amended (the "Code"),  the Time-Based  Options shall constitute
Incentive  Stock Options  under the Code.  To the extent that any  provisions of
this Attachment are  inconsistent  with such Plan (except to the extent required
by the Code to permit the  Time-Based  Options to  qualify  as  Incentive  Stock
Options  under the Code),  the Company  agrees to use its best  efforts to amend
such Plan so as to make such Plan consistent with such provisions.

      2.  Vesting.  The options  shall  become  exercisable  over three years as
follows:

            2.1  Time-Based  Options.  Options to  purchase  common  stock in an
      amount  equal to two (2%) of the  Company's  capitalization  shall  become
      exercisable in accordance with the following schedule:

            (a) options to purchase 1/3 of such shares shall become  exercisable
            on December 31, 1999; and

            (b)  options to purchase  the  remaining  2/3 of such  shares  shall
            become  exercisable in equal monthly amounts over the period January
            1, 2000, to December 31, 2001.

            2.2  Performance  Options.  Options to purchase  common  stock in an
      amount  equal to two (2%) of the  Company's  capitalization  shall  become
      exercisable  in  accordance  with the  following  schedule at each Trigger
      Point  if  the  Vesting  Conditions  for  that  Trigger  Point  have  been
      satisfied:

--------------------------------------------------------------------------------
    Vesting Amount              Trigger Point             Vesting Conditions
--------------------------------------------------------------------------------
options to purchase 1/3        January 8, 2000        Average   price   of   the
of such shares                                        Company's   common   stock
                                                      for 20 days prior to first
                                                      Trigger  Point is at least
                                                      50%  higher  than price of
                                                      the  common  stock  on the
                                                      Commencement Date
--------------------------------------------------------------------------------


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<PAGE>

--------------------------------------------------------------------------------
options to purchase 1/3        January 8, 2001        Average   price   of   the
of such shares                                        Company's   common   stock
                                                      for   20  days   prior  to
                                                      second Trigger Point is at
                                                      least  50%   higher   than
                                                      price of the common  stock
                                                      on the first Trigger Point
--------------------------------------------------------------------------------
options to purchase 1/3        January 8, 2002        Average   price   of   the
of such shares                                        Company's common stock for
                                                      20  days  prior  to  third
                                                      Trigger  Point is at least
                                                      50%  higher  than price of
                                                      the  common  stock  on the
                                                      second Trigger Point
--------------------------------------------------------------------------------

            Notwithstanding the foregoing schedule,  options to purchase 100% of
            such shares shall become fully  exercisable (a) if the average price
            of the  Company's  common  stock for 20 days prior to third  Trigger
            Point is at least 300% higher  than the  average  sales price of the
            Company's  common  stock  during the  thirty  (30) days prior to the
            Commencement Date, as reported by Bloomberg  Business  Services;  or
            (b) if either of the  Company's  two largest  shareholders,  Horizon
            Blue Cross Blue Shield of New Jersey ("Horizon") and CW Ventures II,
            L.P. ("CW"), sells or transfers its shares to a non-affiliated party
            ("Change  of  Control")  for a price at least 300%  higher  than the
            average sales price of the Company's common stock, during the thirty
            (30) days prior to the  Commencement  Date, as reported by Bloomberg
            Business  Services.  For this  purpose,  Horizon and CW shall not be
            considered affiliated with each other.

      3. Exercise  Price.  The exercise  price for the portion of the Time-Based
Options that  constitutes  Incentive  Stock  Options under the Code shall be the
fair market value of the Company's common stock as of the Commencement Date; the
exercise price of the remaining  options shall be the average sales price of the
Company's  common  stock  during the thirty (30) days prior to the  Commencement
Date, as reported by Bloomberg Business  Services;  provided,  however,  if with
respect to the Time-Based Options not constituting Incentive Stock Options under
the Code the Company's  independent public  accountants  determine in good faith
that a charge to earnings  would  result on account of the use of such  exercise
price,  then the exercise  price for such  Time-Based  Options shall also be the
fair market value of the Company's common stock as of the Commencement Date.

      4. Duration. The options shall expire January 7, 2009.

      5.  Effect of  Termination  of  Agreement.  Upon the  termination  of this
Agreement (regardless of whether on account of Executive's death or disability),
as of the effective date of such termination the Executive shall have no further
rights in those options or portions thereof, if any which are not exercisable as
of such date; provided,  however, that notwithstanding any provision in the Plan
to the contrary,  the  termination  of this  Agreement  shall have no effect and
shall in no way  accelerate  the  termination  of the those  options or portions
thereof, if any, that have become exercisable as of such date.


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<PAGE>

      6. Partial  Exercise.  Any number of shares which Executive is entitled to
purchase  pursuant  to  Section  2 of this  Attachment  but  which  are not then
purchased may be purchased at any time  thereafter  prior to the  termination of
the option.

      7. Stockholder  Approval of Plan;  Registration.  No later than six months
from the Commencement Date, the Company will have submitted the Plan, as amended
to  conform  with  this  Attachment,  to the  Company's  shareholders  for their
approval; and no later than one year from the Commencement Date will have caused
the shares underlying the options to be registered under the appropriate federal
and state securities laws.


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<PAGE>

                                                                    ATTACHMENT B

                                 FRINGE BENEFITS


The Executive shall be entitled to the following fringe benefits:

      1. vacation leave in the amount of 30 days per year,  accruing at the rate
of 2.5 days per month;

      2. other leave (sick leave, personal time, and holidays) in the amount and
on the same terms and  conditions  as provided to the senior  management  of the
Company;

      3. medical insurance,  life insurance,  and participation in the Company's
401(k) plan on the same terms and  conditions as these  benefits are provided to
the senior management of the Company; and

      4.  disability  insurance  (long-  and  short-term)  on the same terms and
conditions as provided to senior management of the Company; and

      5. such other  benefits as may be made  available  generally to the senior
management of the Company.


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