Exhibit 10.21
                                                                                
                             CONSULTATION AGREEMENT

     AGREEMENT  dated as of the 1st day of  October,  1997 by and  between  Care
Advantage,  Inc., a Delaware  corporation (the "Company"),  and David McDonnell,
731 Eagle Farm Road, Villanova, Pennsylvania 19085 ("Consultant");

     WHEREAS, the Company is engaged in the healthcare management business; and

     WHEREAS,  Consultant is a person with  experience in one or more aspects of
this business; and

     WHEREAS,  the  Company  desires  to retain  Consultant  and  Consultant  is
desirous  of and wishes to enter into such a  consultation  arrangement,  on the
terms and conditions hereinafter set forth;

     NOW, THEREFORE, it is agreed as follows:

1. DEFINITIONS

     As used in this Agreement, the following terms shall have the meanings set
forth below:

     1.1 "Basic Fee" shall have the meaning assigned to it in Section 5 of this
Agreement.

     1.2 "Board" shall mean the Board of Directors of the Company as duly
constituted from time to time.

     1.3 "the Business" shall mean the business to be conducted by the Company
or any Subsidiary, directly or indirectly, including, but not limited to,
healthcare management.

     1.4 "Cause" shall mean:

     (a) The conviction of Consultant for a felony based upon actions  committed
after  the date  hereof  or the  willful  commission  after  the date  hereof by
Consultant  of a criminal or other act in the course of carrying  out his duties
under this  Agreement that in either case in the judgment of the Board causes or
is likely to cause substantial economic damage to the Company or a Subsidiary on
a  consolidated  bases or substantial  injury to the business  reputation of the
Company or a Subsidiary;

     (b) The  commission by Consultant of an act of fraud in the  performance of
such Consultant's duties on behalf of the Company or a Subsidiary;

     (c) The continuing  willful  failure of Consultant to perform the duties of
such  Consultant  to the Company or a  Subsidiary  (other than any such  failure
resulting from

<PAGE>

Consultant's  incapacity due to physical or mental illness) after written notice
thereof  (specifying  the  particulars  thereof  in  reasonable  detail)  and  a
reasonable opportunity to be heard and cure such failure are given to Consultant
by the Board; or

     (d) The  order  of a  federal  or  state  regulatory  agency  or a court of
competent jurisdiction requiring the termination of this Agreement.

     For  purposes  of  this  subparagraph,  no  act,  or  failure  to  act,  on
Consultant's  part shall be considered  "willful"  unless done, or omitted to be
done, by him not in good faith and without  reasonable belief that his action or
omission was in the best interests of the Company or a Subsidiary.

     1.5 "Date of Termination"  shall have the meaning assigned to it in Section
6.5.

     1.6  "Disability"  shall  mean  the  inability  of  Consultant  to  perform
Consultant's  duties of consultation for the Company, if retained by the Company
or a  Subsidiary,  pursuant  to the terms of this  Agreement  and by-laws of the
Company as hereinafter provided, because of physical or mental disability, where
such  disability  shall have  existed  for a period of more than 20  consecutive
days.  The  fact of  whether  or not a  Disability  exists  hereunder  shall  be
determined by appropriate  medical experts  selected by the Board. The existence
of a  Disability  means that,  Consultant's  mental  and/or  physical  condition
substantially  interferes  with  Consultant's  performance of his duties for the
Company, and/or its Subsidiaries as specified in this Agreement.

     1.7  "Dispute"  shall  mean in the  case of  termination  of  retention  of
Consultant  by the Company or a Subsidiary  by the Company or a  Subsidiary  for
Disability or Cause,  that Consultant  challenges the existence of Disability or
Cause.

     1.8 "Notice of Termination" shall have the meaning assigned to that term in
Section 6.4.

     1.9 "Person" shall mean any individual,  sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  association,  corporation,
institution,  public benefit corporation, entity or government (whether Federal,
state, county, city, municipal or otherwise,  including, without limitation, any
instrumentality, division, agency, body or department thereof).

     Wherever  from the  context  it  appears  appropriate,  each word or phrase
stated in either the singular or the plural  shall  include the singular and the
plural,  and each pronoun  stated in the  masculine,  feminine or neuter  gender
shall include the masculine, feminine and neuter.

2. CONSULTATION DUTIES OF CONSULTANT

     2.1  Consultation  Duties.  The  Company  hereby  retains  Consultant,  and
Consultant  hereby  accepts  appointment  as  Consultant  to  the  Company.  The
principal duty of Consultant


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<PAGE>

shall be to perform those services  identified to him by the Board and to render
services  as are  necessary  and  desirable  to  protect  and  advance  the best
interests of the Company and its Subsidiaries,  acting, in all instances,  under
the supervision of and in accordance with the policies set by the Board.

     2.2  Performance  of  Duties.  Consultant  shall be  available  to  provide
consultation services hereunder during the Term; provided,  however, the Company
recognizes  Consultant has other duties for other Persons,  and the Company will
not demand services hereunder which interfere with Consultant's responsibilities
to such other Persons.

3. TERM OF RETENTION

     The retention of Consultant pursuant to this Agreement shall commence as of
the  Commencement  Date and end  December  31, 1997,  unless  sooner  terminated
pursuant to Section 6 of this Agreement.

4. COMPENSATION AND BENEFITS

     The Company and/or its  Subsidiaries  shall pay Consultant as  compensation
for all of the services to be rendered by him hereunder  during the Term, and in
consideration  of the various  restrictions  imposed upon Consultant  during the
Term, and otherwise  under this  Agreement,  the Basic Fee and other benefits as
provided for and determined pursuant to Section 5 of this Agreement.

5. BASIC FEE/EXPENSES

     5.1 Basic Fee.  The Company  agrees to pay  Consultant a fee of $25,000 per
month (the "Basic Fee") during the Term  ($75,000 in the  aggregate) in addition
to fees payable to him as a director of the Company of $1,000 per meeting of the
Board  attended by  Consultant  and $1,000 per meeting of any  committee  of the
Board attended by  Consultant.  The Basic Fee will be payable on the last day of
each month during the Term.

     5.2  Reimbursement  for  Expenses.  The  Company  shall  pay  or  reimburse
Consultant for all reasonable  expenses  actually incurred or paid by him during
the  Term  in the  performance  of  his  services  under  this  Agreement,  upon
presentation  of  such  bills,  expense  statements,   vouchers  or  such  other
supporting  information  as the Board may reasonably  require.  In the event the
Company  requires  Consultant to travel on business during the Term,  Consultant
shall be reimbursed for any travel expenses in accordance with this Section 5.2.

6. TERMINATION OF CONSULTATION RETENTION

     6.1 Death.  If  Consultant  dies during the Term,  on the date of his death
this Agreement shall terminate.


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<PAGE>

     6.2  Disability.  If, during the Term,  Consultant  has a  Disability,  the
Company  may,  at  any  time  after  Consultant  has  a  Disability,   terminate
Consultant's retention hereunder by written notice to him.

     6.3  Termination  Without  Cause.  If  the  Company  shall  terminate  this
Agreement  without  Cause,  it shall pay  Consultant a one time fee equal to the
difference  between $75,000 and amounts paid under Section 5.1 hereof in lieu of
any further  payments.  If Consultant  terminates this  Agreement,  all payments
hereunder to him shall cease except pursuant to Section 5.2.

     6.4 Notice of  Termination.  Any  purported  termination  of  retention  of
Consultant by the Company or a Subsidiary by reason of  Consultant's  Disability
or for Cause,  shall be  communicated  by written  Notice of  Termination to the
other party hereto.  For purposes of this  Agreement,  a "Notice of Termination"
shall mean a notice  given by  Consultant  or the  Company,  as the case may be,
which shall indicate the specific basis for  termination  and shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination.

     6.5  Date  of  Termination.  For  purposes  of  this  Agreement,  "Date  of
Termination"  shall mean the date of  termination  of  retention  of  Consultant
specified  in the Notice of  Termination,  which shall not be more than ten (10)
days after such Notice of Termination is given

     6.6 Termination by Death or Disability.  In the event of the termination of
Consultant's  retention  by Death or  Disability,  Consultant  or his  estate or
beneficiary, as the case may be, shall receive his Basic Fee through the Date of
Termination to the extent then unpaid.  Consultant  shall also be reimbursed for
expenses in accordance  with Section 5.2 properly  incurred prior to the Date of
Termination and then remaining unpaid by the Company.

7. REPRESENTATION AND WARRANTY BY CONSULTANT

     Consultant  hereby  represents and warrants to the Company,  the same being
part of the essence of this Agreement that, as of the  Commencement  Date, he is
not a party to any agreement,  contract or  understanding,  and that no facts or
circumstances  exist  which would in any way  restrict  or  prohibit  him in any
material way from  undertaking or performing any of his  obligations  under this
Agreement.  The  foregoing  representation  and warranty  shall remain in effect
throughout the Term.


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<PAGE>

8. SEVERABILITY

     The invalidity or unenforceability of any provision of this Agreement shall
in no way affect the validity or enforceability of any other provisions hereof.

9. NOTICES

     All notices,  demands and requests  required or permitted to be given under
the provisions of this  Agreement  shall be deemed duly given if made in writing
and delivered personally or by courier or mailed by postage prepaid certified or
registered mail, return receipt requested,  accompanied by a second copy sent by
ordinary mail, which notices shall be addressed as follows:

If to the Company:

                  CareAdvantage, Inc.
                  485-C Route 1 South
                  Iselin, New Jersey 08830

         with copies to:

                  Crummy, Del Deo, Dolan, Griffinger & Vecchione
                  One Riverfront Plaza
                  Newark, New Jersey 07102
                  Attn:  Frank E. Lawatsch, Jr.

                  If to Consultant:

                  David McDonnell
                  731 Eagle Farm Road
                  Villanova, Pennsylvania 19088

     By notifying  the other parties in writing,  given as aforesaid,  any party
may from  time-to-time  change  its  address  or the name of any person to whose
attention  notice is to be given, or may add another person,  to whose attention
notice is to be given, in connection with notice to any party.

10. ASSIGNMENT AND SUCCESSORS

     Neither this  Agreement  nor any of his rights or duties  hereunder  may be
assigned or delegated by  Consultant.  This  Agreement is not  assignable by the
Company   except  to  any  successor  in  interest   which  takes  over  all  or
substantially all of the business of the


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<PAGE>

Company, as it is conducted at the time of such assignment. Any corporation into
or with which the Company is merged or  consolidated  or which takes over all or
substantially  all of the  business  of the  Company  shall  be  deemed  to be a
successor of the Company for purposes  hereof.  This Agreement  shall be binding
upon and,  except as  aforesaid,  shall  inure to the benefit of the parties and
their respective  successors and permitted assigns. The Company will require any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company, by written agreement in form and substance  satisfactory to Consultant,
to expressly  assume and agree to perform this  Agreement in the same manner and
to the same extent  that the Company  would be required to perform it if no such
succession had taken place.

11. ENTIRE AGREEMENT, WAIVER AND OTHER

     11.1  Integration.  This  Agreement  contains  the entire  agreement of the
parties  hereto on its subject  matter and  supersedes  all previous  agreements
between the parties hereto,  written or oral,  express or implied,  covering the
subject matter hereof. No representations,  inducements, promises or agreements,
oral or otherwise, not embodied herein, shall be of any force or effect.

     11.2 No Waiver.  No waiver or modification of any of the provisions of this
Agreement  shall be valid  unless in  writing  and signed by or on behalf of the
party granting such waiver or modification. No waiver by any party of any breach
or default  hereunder  shall be deemed a waiver of any repetition of such breach
or default or shall be deemed a waiver of any other breach or default, nor shall
it in any way affect any of the other terms or conditions  of this  Agreement or
the  enforceability  thereof.  No failure of the Company to  exercise  any power
given it hereunder or to insist upon strict  compliance by  Consultant  with any
obligation  hereunder,  and no custom or  practice  at  variance  with the terms
hereof,  shall  constitute a waiver of the right of the Company to demand strict
compliance with the terms hereof.

     Consultant  shall not have the right to sign any waiver or  modification of
any provisions of this Agreement on behalf of the Company,  nor shall any action
taken by Consultant reduce his obligations under this Agreement.

     This Agreement may not be supplemented or rescinded except by instrument in
writing signed by all of the parties hereto after the Commencement Date. Neither
this  Agreement  nor any of the rights of any of the  parties  hereunder  may be
terminated except as provided herein.

     11.3 Obligations of Company. The Company's obligation to pay Consultant the
compensation and to make the arrangements  provided herein shall be absolute and
unconditional and shall not be affected by any circumstance,  including, without
limitation, any setoff, counterclaim,  recoupment,  defense or other right which
the Company may have against  Consultant or anyone else. All amounts  payable by
the  Company  hereunder  shall be paid  without  notice  or  demand.  Except  as
expressly  provided herein,  the Company waives all rights which it may now have
or may hereafter have conferred upon it, by statute or otherwise,  to terminate,
cancel or rescind  this  Agreement in whole or in part.  Each and every  payment
made  hereunder  by the Company  shall be final and the Company will not seek to
recover for any reason all or any part of such  payment from  Consultant  or any
person entitled thereto. Consultant shall not be 


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<PAGE>

required to mitigate the amount of any payment or other benefit  provided for in
this Agreement by seeking other employment or otherwise.

12. GOVERNING LAW

     This  Agreement  shall be  governed  by and  construed,  and the rights and
obligations of the parties hereto  enforced,  in accordance with the laws of the
State of New Jersey.

13. HEADINGS

     The Section and  Subsection  headings  contained  herein are for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

14. INDEPENDENT CONTRACTOR STATUS

     Consultant  shall for all purposes  hereunder be an independent  contractor
with respect to the Company. This Agreement shall not constitute Consultant as a
joint venturer, employee, officer or partner of the Company.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above, which shall be deemed to be the Commencement Date.

                                                    CAREADVANTAGE, INC.

                                                    By: /s/ Thomas P. Riley
                                                        ------------------------
                                                            Thomas P. Riley

                                                        /s/ David J. McDonnell
                                                        ------------------------
                                                            David J. McDonnell

                                                               Consultant