EMPLOYMENT AGREEMENT


AGREEMENT  dated as of  April  19,  1999  ("Commencement  Date)  by and  between
CareAdvantage, Inc. ("Company") and Dennis J. Mouras ("Employee").

1. Employment.  Company agrees to employ Employee,  and Employee agrees to be so
employed,  in the capacity of Senior Vice  President  for Marketing and Sales at
the Company's  headquarters,  and shall have the duties customary to such office
and such ancillary and other duties as the President and Chief Operating Officer
shall reasonably determine.

2.Time and Efforts.  Employee shall  diligently and  conscientiously  devote his
full and exclusive time and attention and best efforts in discharging his duties
as Senior Vice President for Marketing and Sales.

3.  Compensation.

         3.1 Salary.  Commencing upon the  Commencement  Date, the Company shall
pay Employee  compensation for his services at an annual rate of $225,000.  This
amount shall be paid in bi-weekly  installments.  The Company  shall deduct from
all compensation due the Employee  applicable  payroll taxes,  withholding taxes
and other required amounts.

         3.2 Commissions. As additional compensation,  the Company agrees to pay
Employee  sales  commissions  with respect to contracts for new clients  entered
into during Employee's employment ("New Contracts") (excluding any contract that
may be  entered  into  between  the  Company  and the New York City  Health  and
Hospitals  Corporation) in an amount equal to two and one-half (2.5%) percent of
collected  revenues with respect to the first year such New Contracts  remain in
effect.  In addition,  in the event (i) the Company collects revenues on account
of a New  Contract  with  respect  to such  contract's  second  year,  (ii) such
collected revenues exceed the collected revenues with respect to the first year,
and  (iii) a  portion  of such  collected  revenues  are  attributable  to (A) a
population  not serviced by the Company  during the entirety of such first year,
or (B) a product not  provided by the Company  during the  entirety of the first
year, then the Company agrees to pay you commissions  with respect to the second
year in an amount equal to two and one-half (2.5%) percent of the smaller of (1)
such  portion of  collected  revenues  attributable  to such new  population  or
product,  or (2) the amount by which  collected  revenues  for the  second  year
exceed collected revenues for the first year. Notwithstanding anything herein to
the contrary, the Company shall not pay Employee aggregate commissions in excess
of $150,000 with respect to any New  Contract;  provided,  however,  the Company
shall not pay Employee aggregate  commissions in excess of $100,000 with respect
to any contract  that may be entered into between the Company and Michigan  Blue
Cross and Blue Shield.  The Company  shall pay  commissions  due to the Employee
monthly, with commissions on account of any month to be paid the month following
the month in which the Company collects revenues.  The Company shall deduct from
all commissions due the Employee applicable payroll taxes, withholding taxes and
other required amounts.

4. Stock  Options and Fringe  Benefits.  The Company  shall provide the Employee
with the stock options and fringe benefits as described in Exhibit A.

5.  Expense  Reimbursement.   The  Company  shall  reimburse  Employee  for  all
reasonable and necessary expenses incurred in carrying out his duties under this
Agreement.  Employee  shall present to the Company from time to time an itemized
account of such expenses in any form required by the Company.

6. Term.  Except as otherwise  provided,  this Agreement shall be for a one-year
term  ending on the  anniversary  of the  Commencement  Date and shall renew for
successive  one-year  terms  unless  at  least  sixty  (60)  days  prior  to  an
anniversary of the Commencement Date either party gives notice to the contrary.


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7.       Termination Without Cause.

         (a) The Company may without cause  terminate this Agreement at any time
by notifying the Employee of such termination. In such event, the Employee shall
continue  to render his  services  and shall be paid salary and  commissions  in
accordance with Sections 3.1 and 3.2 respectively up to the date of termination.
Thereafter, (i) the Employee shall receive no salary under Section 3.1; and (ii)
the Employee shall be entitled to receive commissions provided by Section 3.2 on
account of sales closed prior to his  termination.  In the event the Employee is
terminated  without cause  following a "change of control" of the Company,  then
the  preceding  sentence  shall be  applied by  substituting  for clause (i) the
following: "(i) the Employee shall receive salary in accordance with Section 3.1
for six (6) months following the date of termination; and". For purposes of this
section,  "change of control"  shall mean any of the following  events:  (a) the
Company  sells  substantially  all of its assets  (regardless  of  whether  this
Agreement is assigned in connection with such sale);  (b) at least 50 percent of
the vote or 50 percent of the value of the Company's  stock is sold,  exchanged,
or  otherwise  disposed  of,  in one  transaction;  or (c)  there is a merger or
consolidation   of  the  Company  in  a  transaction   in  which  the  Company's
stockholders  receive 50 percent or less of the outstanding vote or value in the
new or continuing Company.

         (b) The Employee may without cause  terminate  this Agreement by giving
sixty (60) days'  written  notice to the  Company.  In such event,  the Employee
shall  continue to render his services and shall be paid salary and  commissions
in  accordance  with  Sections  3.1  and  3.2  respectively  up to the  date  of
termination.  Thereafter, (i) the Employee shall receive no salary under Section
3.1; and (ii) the Employee shall receive no commissions with respect to revenues
collected  by the  Company  during  the month in which  the date of  termination
occurs or thereafter.

8. Termination With Cause. The Company may for cause terminate this Agreement at
any time by notifying the Employee of such  termination  and the cause therefor,
which cause may include,  but not be limited,  to death and disability.  In such
event, Section 7 shall not apply, and the Employee shall receive no salary under
Section 3.1 after the date of termination; and, in the event such termination is
for a reason  other than death or  disability,  the  Employee  shall  receive no
commissions  with respect to revenues  collected by the Company during the month
in which the date of termination occurs or thereafter.


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

10. 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:

                  President & Chief Operating Officer
                  CareAdvantage, Inc.
                  485-C Route 1 South
                  Iselin, New Jersey 08830

         If to Employee:

                  35 South Second Street
                  Surf City, New Jersey 08008

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

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

13.  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.

14. Binding Effect.  The provisions of this  Agreement,  which shall replace all
other letters and agreements  between Employee and Company regarding the subject
matter  hereof,  shall be binding  upon and inure to the benefit of both parties
and their respective successors and assigns.

         IN WITNESS WHEREOF, Company has by its appropriate officers, signed and
affixed its seal and Employee has signed and sealed this Agreement.


CAREADVANTAGE, INC.                          DENNIS J. MOURAS

By: /S/  Richard W. Freeman                  /S/  Dennis J. Mouras
    ---------------------------              -------------------------

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                                    EXHIBIT A

                        STOCK OPTIONS AND FRINGE BENEFITS




1. Stock Options. Subject to approval by the Company's Board of Directors (or an
appropriate  committee  thereof),  Employee  shall be  granted  incentive  stock
options in the Company to purchase  800,000 shares of the Company's Common Stock
on such  terms  and  conditions  as the  Company's  Board  of  Directors  (or an
appropriate committee thereof) may determine in its sole discretion.

2. Fringe  Benefits.  The  Employee  shall be entitled to the  following  fringe
benefits:

(a)  vacation  leave in the amount of 20 days per year,  accruing at the rate of
     1.67 days per month;

(b)  other leave (sick leave,  personal time, and holidays) in the amount and on
     the same  terms  and  conditions  as  provided  to other  employees  of the
     Company;

(c)  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 other employees of the Company; and

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

(e)  in the event  Employee  relocates  to New Jersey prior to April 19, 2000, a
     relocation  allowance  in the amount of $35,000,  payable  upon  Employee's
     change of his principal residence from Malvern, Pennsylvania to New Jersey.
     The  Company  shall  deduct from such  $35,000  applicable  payroll  taxes,
     withholding taxes and other required amounts.



<PAGE>






                               CAREADVANTAGE, INC.

            CONFIDENTIALITY, INVENTION AND NON-SOLICITATION AGREEMENT



I,  Dennis  J.  Mouras,   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-Solicitation 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.


<PAGE>



                   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).  I will also return to the Company all materials
involving any trade secrets or confidential business information of the Company.
The foregoing  obligations apply 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.

                   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 with the Company to the extent that they relate to the
Company's then present business (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  with the Company,  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-Solicitation

5.1 I agree  that  during  the  period  commencing  on the  date  hereof  to and
including the first  anniversary  of the date on which I cease to be employed by
the Company (the "Non-Solicitation Period"), I and any entity in which I have an
equity interest shall not solicit any customer of the Company or any prospective
customer  of the  Company to provide  (i)  utilization  review of  inpatient  or
outpatient  care,  managed  care  services,   or  disease  management   services
(collectively,  "Care  Management  Services"),  or (ii) training with respect to
Care Management Services.  For purposes of this Section, a "prospective customer
of the  Company"  includes  (A) any  entity to which,  during  the  period of my
employment  with the  Company,  the Company has made a proposal to provide  Care
Management Services or training with respect to Care Management Services, or (B)
any entity that the Company specifically  identifies as a prospective  customer,
in good faith, during the term of my employment with the Company; a "prospective
customer"  shall not include an entity that would  otherwise meet the definition
of Clause (A) where such entity has expressly indicated to the Company (prior to
any  solicitation by me or an entity in which I have an equity interest) that it
is not  interested  in becoming a customer of the Company.  Notwithstanding  the
foregoing,  however,  this  Section  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.  I further agree that during the
Non-Solicitation 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 other than as a vendor to the Company.

5.2 I acknowledge  that I have been employed for my special  talents.  I further
acknowledge  that my  training,  experience  and  technical  skills  are of such
breadth that the foregoing  obligations will not unreasonably  impair my ability
to engage in business activity after the termination of my employment.


<PAGE>



5.3 I agree that I will not, during the  Non-Solicitation  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-Solicitation  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.

                   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
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 upon the  Company's  request a
court of competent  jurisdiction  should  immediately  enjoin any breach of this
Agreement  upon proof of such  matters as may be required  by such court,  other
than  irreparable harm which should be presumed as aforesaid.  In addition,  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.


CAREADVANTAGE, INC.                          DENNIS J. MOURAS

By: /s/ Richard W. Freeman                   /s/  Dennis J. Mouras
    ----------------------                   ----------------------
    Richard W. Freeman                       Dennis J. Mouras