EXHIBIT 10.33

                               CAREADVANTAGE, INC.

              CONFIDENTIALITY, INVENTION AND NON-COMPETE AGREEMENT

            I,  David  Noone,  as partial  consideration  for my  employment  by
CareAdvantage,  Inc.  or its  subsidiaries  and  affiliates  (including  without
limitation  CareAdvantage  Health  Systems,  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 not to 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  not  to  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 

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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.

                          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  Commencing  on  the  date  hereof  and   terminating  on  the  second
anniversary  of the  date  when I  cease  to be  employed  by the  Company  (the
"Non-Competition  Period"),  I agree  that I will  not in any way,  directly  or
indirectly,  manage,  operate,  control  or accept  employment  or a  consulting
position with or otherwise be connected with, or own, or have any other interest
in or right with respect to (other than through  ownership of not more than five
(5%)  percent  of the  outstanding  shares  of a  corporation's  stock  which is
publicly traded or listed on a national  securities  exchange) a Care Management
Company (as  hereinafter  defined)  which  competes  (or is deemed to compete by
fulfilling  the  conditions  stated in the following  sentence)  with either the
Company or any subsidiary or affiliate  thereof in the Care Management  Business
(as hereinafter defined).

      For  purposes  hereof,  (i) a "Care  Management  Business"  means,  and is
limited to, utilization review of inpatient and outpatient care and managed care
or disease management services for other


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entities  such  as  insurance  companies  and  other  payers;  and  (ii) a "Care
Management  Company" means an entity  substantially all of the business of which
consists of the Care Management Business.

      The foregoing  restriction on competition  shall be limited to competition
in any State, including the District of Columbia, in which either the Company or
any of its affiliates or subsidiaries conducts its Care Management Business.

      For  purposes of this  Section  5.1, an  enterprise  shall be deemed to be
competing  with  the  Company  or  its  affiliates'  or  subsidiaries'  business
notwithstanding  the fact that it does not  within  the  Non-Competition  Period
actually  compete  with the  Company or any of its  affiliates  or  subsidiaries
thereof if (i) during such period the  enterprise  is  actively  developing  the
capability to compete with such entities;  (ii) I have knowledge of such efforts
and (iii) within six (6) months of developing  such  capability  but in no event
later than six (6) months  following the end of the  Non-Competition  Period the
enterprise actively competes with such entities.

      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 Company's 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.

      5.3 I agree that I will not, during the Non-Competition  Period (i) employ
any person who shall have been an employee of the Company  within the six months
of the cessation or termination of my employment by the Company,  or induce,  or
attempt to induce,  any  employee  of the  Company to leave such  employ,  or to
accept any other  position or employment or assist any other person or entity in
hiring such employee,  (ii) solicit,  or attempt to solicit,  any persons who or
which are clients or customers of the Company as of the cessation or termination
of my employment by the Company,  (iii) otherwise  disrupt or interfere with, or
attempt to disrupt or  interfere  with,  the  relations  of the Company with any
actual or potential client, or customer,  or any other material  relationship of
the Company,  or (iv)  publicly or privately  disparage,  criticize or otherwise
refer to the Company or any director,  officer or employee thereof in an adverse
or unflattering fashion, whether orally or in writing.

                             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.


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      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.

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

      6.7 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 David Noone 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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