EXHIBIT 10.36

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), is
made as of this 29th day of  September,  1998,  by and among RICHARD W. FREEMAN,
M.D., an individual  residing at 4325 Wickford Road,  Baltimore,  Maryland 21210
(hereinafter referred to as "Dr. Freeman");  CAREADVANTAGE HEALTH SYSTEMS, INC.,
a Delaware  corporation  with its  principal  place of business at 485-C Route 1
South,  Iselin,  New Jersey  08830  (hereinafter  referred  to as  "CAHS");  and
CAREADVANTAGE,  INC. a Delaware  corporation and the parent and sole shareholder
of CAHS with its principal place of business at 485-C Route 1 South, Iselin, New
Jersey 08830 (hereinafter referred to as "CAI").

                              W I T N E S S E T H:

            WHEREAS,  Dr.  Freeman  and  CAHS  had  entered  into an  employment
agreement dated May 26, 1995 (the "Original Employment  Agreement") whereby CAHS
had employed Dr. Freeman as a Senior Vice  President  according to the terms and
conditions set forth therein;

            WHEREAS,  the  Original  Employment  Agreement  between CAHS and Dr.
Freeman  was  amended by two (2)  addenda  dated May 5, 1995 and June 28,  1996,
respectively, by a Second Addendum dated August 28, 1995, a Third Addendum dated
September 26, 1997 and a Fourth Addendum dated December 15, 1997  (collectively,
such Addenda,  together with the Original Employment Agreement,  are hereinafter
referred to, collectively, as the "Employment Agreement"); and

            WHEREAS, each of CAHS, CAI and Dr. Freeman wish to amend and restate
the  Employment  Agreement  in  order to  provide  for Dr.  Freeman's  continued
employment and to appoint Dr. Freeman as President and Chief  Operating  Officer
of CAI and CAHS, according to the terms and conditions set forth herein.

            NOW,  THEREFORE,  in  consideration of the mutual premises set forth
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, CAI, CAHS and Dr. Freeman agree as
follows:

      1. DEFINITIONS

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

         1.1 "Affiliate" shall mean a corporation which, directly or indirectly,
controls,  is controlled by or is under common  control with either CAI or CAHS,
and for purposes  hereof,  "control"  shall mean the ownership of 20% or more of
the Voting Stock of either CAI or CAHS.

<PAGE>

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

         1.3  "Board"  shall  mean  the  Board  of  Directors  of  CAI  as  duly
constituted from time-to-time. 

         1.4 "The  Business"  shall mean the  business to be conducted by any of
CAI, CAHS, any Affiliate or any Subsidiary,  directly or indirectly,  including,
but not limited to, Care  Management  Business as defined in Section  12.3.  

         1.5 "Cause" shall mean:

            (a) Dr.  Freeman's  license  to  practice  medicine  in the State of
      Maryland,  or any other state, his Board  Certification or his federal DEA
      registration,  is suspended,  revoked,  restricted or otherwise limited or
      terminated as a result of any disciplinary  action,  conviction of a crime
      or finding of incompetency.

            (b) Dr.  Freeman  is  expelled,  suspended  or is  subject  to other
      disciplinary  action by a professional  organization on grounds other than
      for  non-payment  of fees or  resignation  by Dr.  Freeman  from  any such
      professional  organization  under  threat of  disciplinary  action on such
      grounds; 

            (c) Dr.  Freeman  is  adjudicated  incompetent,  dies,  is unable to
      perform  substantially  all of the duties set forth  hereunder  due to any
      physical or mental  illness,  injury or impairment  for one hundred eighty
      (180) continuous days;

            (d) The  continuing  willful  failure of Dr.  Freeman to perform his
      duties to CAI,  CAHS,  an Affiliate  or a Subsidiary  (other than any such
      failure resulting from Dr. Freeman's  incapacity due to physical or mental
      illness) after written notice thereof  (specifying the particulars thereof
      in reasonable  detail) from CAI and a reasonable  opportunity  to be heard
      and to cure such failure are given to Dr. Freeman by the Board;

            (e) The  conviction of Dr. Freeman of a felony or any serious crimes
      (including  any  drug-related  offenses) or the willful  commission by Dr.
      Freeman of any intentional wrongdoing ouside the scope of his duties under
      this Agreement;

            (f)  The  commission  by  Dr.  Freeman  of an act  of  fraud  in the
      performance of his duties;

            (g) The order of a federal or state regulatory  agency or a court of
      competent   jurisdiction   requiring  the  termination  of  Dr.  Freeman's
      employment due to intentional misfeasance or malfeasance by Dr. Freeman;

            (h) The failure of Dr.  Freeman to maintain the  standards set forth
      in Section 11 of this Agreement; or

            (i)  Dr.  Freeman  becomes  ineligible  for  professional  liability
      insurance pursuant to Section 6.1(xiv).


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<PAGE>

         For  purposes  of this  subsection,  no act,  or failure to act, on Dr.
Freeman's part shall be considered "willful" unless done, or omitted to be done,
by him not in good faith without  reasonable  belief that his action or omission
was in the best interests of CAI, CAHS, an Affiliate or a Subsidiary.

         1.6 "Code"  shall mean the Internal  Revenue Code of 1986,  as amended,
and the rules, regulations and interpretations issued thereunder.

         1.7 "Commencement Date" shall be October 30th, 1998.

         1.8 "Confidential  Information"  shall include,  without  limitation by
reason of specification,  any information,  including, without limitation, trade
secrets,  vendor and customer  lists,  pricing  policies,  operational  methods,
methods of doing business,  technical  processes,  formulae,  designs and design
projects,  inventions,  research projects, strategic plans, product information,
production  know-how and other business  affairs of CAI, CAHS or its Affiliates,
which (i) is or are designed to be used in or are or may be useful in connection
with the business of CAI,  CAHS, any Subsidiary or any Affiliate of any thereof,
or which, in the case of any of these entities, results from any of the research
or  development  activities  of any such  entity,  and which  (ii) is private or
confidential  in that it is not  generally  known or  available  to the  public,
except as the result of  unauthorized  disclosure by or information  supplied by
Dr. Freeman, and (iii) which gives CAI, CAHS or a Subsidiary or any Affiliate an
opportunity or the  possibility of obtaining an advantage over  competitors  who
may not know or use such  information  or who are not lawfully  permitted to use
the same.

         1.9 "Date of  Termination"  shall have the  meaning  assigned  to it in
Section 7.6.

         1.10  "Disability"  shall mean the inability of Dr.  Freeman to perform
his  duties  of  employment  for CAI and  CAHS,  pursuant  to the  terms of this
Agreement, because of the occurrence of an event that results in the physical or
mental disability, where such disability shall have existed for a period of more
than 90 consecutive days or an aggregate of 120 days in any 365 day period.  Dr.
Freeman shall be entitled to receive  long-term  disability  payments  under the
long-term  disability  plan of CAI and CAHS or any Affiliate or Subsidiary  that
employs Dr. Freeman.  The fact of whether or not a disability  exists  hereunder
shall be determined by  appropriate  medical  experts  selected by the Board and
agreed to by Dr. Freeman's physician.  The existence of a Disability means that,
Dr. Freeman's mental and/or physical condition substantially interferes with Dr.
Freeman's  performance of his duties for CAI and CAHS, and/or its Affiliates and
Subsidiaries as specified in this Agreement.

         1.11  "Employment  Year" shall mean each twelve (12) month  period,  or
part thereof, during which Dr. Freeman is employed hereunder,  commencing on the
Commencement Date and on the same day of any subsequent calendar year, the first
such  subsequent  Employment  Year being the twelve (12) month period which will
begin on the first anniversary of the Commencement Date.

         1.12 "Notice of  Termination"  shall have the meaning  assigned to that
term in Section 7.5.


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<PAGE>

         1.13  "Person"  shall  mean  any   individual,   sole   proprietorship,
partnership,   joint  venture,  limited  liability  company,  limited  liability
partnership,  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).

         1.14 "Retirement" shall mean that Dr. Freeman shall have reached age 65
and  shall  voluntarily   retire  under  CAI's,  CAHS'  or  any  Affiliate's  or
Subsidiary's  retirement  plan (if any)  applicable to him or any earlier actual
voluntary  retirement by Dr. Freeman from his employment  with CAI, CAHS and its
Affiliates or Subsidiaries.

         1.15  "Restricted  Period" shall have the meaning assigned to that term
in Section 12.2.

         1.16  "Severance"  shall  have the  meaning  assigned  to that  term in
Section 7.7.

         1.17  "Subsidiary"  shall mean a corporation  of which more than 50% of
the Voting Stock is owned, directly or indirectly, by either CAI or CAHS.

         1.18 "Term" shall mean the term of employment of Dr.  Freeman under the
Agreement.

         1.19 "Voting  Stock" shall mean capital  stock of a  corporation  which
gives  the  holder  the  right to vote in the  election  of  directors  for such
corporation  in the  ordinary  course of  business  and not as the result of, or
contingent upon, the happening of any event.

         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. EMPLOYMENT AND DUTIES OF EMPLOYEE

         2.1 Employment;  Title; Duties. CAI and CAHS hereby employ Dr. Freeman,
and Dr. Freeman hereby accepts  appointment as the President and Chief Operating
Officer of each of CAHS and CAI. The principal duties of Dr. Freeman shall be to
perform those services and have such  responsibilities  as are  consistent  with
such positions, and shall serve faithfully and to the best of his ability, under
the direction and supervision of the Board.  Dr. Freeman shall devote all of his
business time and attention to his duties under this Agreement.  Without further
compensation,  Dr.  Freeman agrees to serve (if requested to do so by the Board)
as a Board member and, to the extent it is reasonably  practicable  to do so, as
an  officer  and/or   director  of  one  or  more   additional   Affiliates  and
Subsidiaries.

         2.2 Performance of Duties. Dr. Freeman's primary working responsibility
shall be the  performance  of his duties as the  President  and Chief  Operating
Officer for CAI and CAHS.  During the Term,  Dr.  Freeman shall not engage in or
become employed,  directly, or indirectly, in any business activities, nor shall
he act as a consultant to or provide any services to,  whether on a remunerative
basis or otherwise,  the commercial or professional business of any


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<PAGE>

other Person which  competes with the Business of CAI,  CAHS and its  Affiliates
and Subsidiaries.

      3. TERM OF EMPLOYMENT

         The employment of Dr. Freeman pursuant to this Agreement shall commence
as of the  Commencement  Date and end two (2) years  thereafter,  unless  sooner
terminated pursuant to Section 7 of this Agreement. On the second anniversary of
the  Commencement  Date, and on each  anniversary  thereafter,  the term of this
Agreement  shall be extended for an additional one (1) year period unless within
sixty (60) days prior to such  anniversary  date,  CAI shall have given  written
notice to Dr.  Freeman that the term shall not be so extended.  The term of this
Agreement,  including any extensions thereof, as provided herein, is hereinafter
referred to as the "Term".

      4. COMPENSATION AND BENEFITS

         CAI and/or CAHS and/or its  Affiliates  or  Subsidiaries  shall pay Dr.
Freeman 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
Dr.  Freeman  during the Term,  and otherwise  under this  Agreement,  the Basic
Salary and other benefits as provided for and determined  pursuant to Sections 5
and 6, inclusive, of this Agreement.

      5. BASIC SALARY

         5.1 CAI and/or CAHS shall pay Dr. Freeman,  as compensation  for all of
the services to be rendered by him hereunder during each Employment Year, a base
annual salary of $275,000 (the "Basic Salary"),  payable in accordance with such
companies' payroll practices, less such deductions or amounts as are required to
be deducted  or  withheld by  applicable  laws or  regulations,  deductions  for
employee  contributions to welfare and/or fringe benefits  provided by CAI, CAHS
or an Affiliate or Subsidiary to Dr.  Freeman and less such other  deductions or
amounts,  if any, as are  authorized by Dr.  Freeman.  The Basic Salary shall be
prorated for the month in which  employment by such companies or an Affiliate or
Subsidiary  commences or terminates,  and for any Employment  Year which is less
than twelve (12) months in duration.

      6. ADDITIONAL BENEFITS AND REIMBURSEMENT FOR EXPENSES

         6.1  Additional  Benefits.  CAI and CAHS shall  provide  the  following
additional benefits to Dr. Freeman during the Term, except, however, that either
company  reserves  the right to alter or modify any of these  benefits  provided
such alterations or modifications do not unreasonably affect Dr. Freeman's terms
and conditions of employment:

            (i)  participation  on an  equitable  basis in CAI's or CAHS' health
insurance benefit plans  established for senior  management  employees of CAI or
CAHS;


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<PAGE>

            (ii) vacation leave  consistent  with CAI's and CAHS' vacation leave
policy;  

            (iii) personal leave  consistent with CAI's and CAHS' personal leave
policy;  

            (iv) education leave consistent with CAI's and CAHS' education leave
policy;  

            (v) all holidays generally observed by employees of CAI and/or CAHS;

            (vi)  participation  in the group life insurance policy available to
all employees of CAI or CAHS with Dr.  Freeman  having the option to purchase at
his own cost and expense  additional  insurance (with the benefit payable to Dr.
Freeman's  designee),  and the option to purchase or continue the policy, at his
sole cost, upon termination of his employment hereunder if permissible under the
terms of the policy;

            (vii) participation in the long-term  disability plan whereby either
CAI or  CAHS is to pay the  premium  for  such  long-term  disability  insurance
coverage.  During the Term, Dr. Freeman shall be entitled to any improvements to
CAI's or CAH's long-term liability plan;

            (viii)  participation  in the  short-term  disability  plan  whereby
either  CAI or  CAHS  is to pay  the  premium  for  such  short-term  disability
insurance  coverage.  During the Term,  Dr.  Freeman  shall be  entitled  to any
improvements to CAI's or CAH's short-term disability plan;

            (ix)  participation by Dr. Freeman in a stock award and stock option
plan  for  senior  management  of CAI and  CAHS on a  basis  determined  by such
companies'  Board  of  Directors  on a basis  at  least  consistent  for  senior
management;  

            (x)  participation  by Dr.  Freeman in either  CAI's or CAHS' 401(K)
plan; 

            (xi) participation by Dr. Freeman in either CAI's or CAHS' Cafeteria
Plan which will include a Flexible Spending Account; 

            (xii)  Dr.  Freeman  shall be  eligible  to  participate  in the CAI
Executive Long Term Incentive Plan or any successor plan thereto (the "Long Term
Plan")  and the cash  payment  made  under the Long Term Plan to Dr.  Freeman is
referred to herein as the "Long Term Bonus." Dr.  Freeman's Long Term Bonus paid
under the Long Term Plan shall be consistent  with his position as President and
Chief Operating Officer;  

            (xiii) Dr.  Freeman  shall be  eligible  to  participate  in the CAI
Executive  Short Term  Incentive  Plan or any successor plan thereto (the "Short
Term Plan") and the cash payment  made under the Short Term Plan to Dr.  Freeman
is referred to herein as the "Short Term Bonus." Dr.  Freeman'  Short Term Bonus
paid  under the  Short  Term  Plan  shall be  consistent  with his  position  as
President and Chief  Operating  Officer;  


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<PAGE>

            (xiv) Either CAI or CAHS will  purchase  and  maintain  professional
liability  insurance for Dr. Freeman in the minimum amount of $1,000,000.000 per
claim and a minimum  annual  aggregate  of  $3,000,000.00;  and 

            (xv)  During  the period  commencing  on the  Commencement  Date and
terminating on  October 1, 2000,  either CAI or CAHS shall pay to Dr. Freeman an
allowance of $1,200 monthly in lieu of payment for Dr. Freeman's travel expenses
between Baltimore,  Maryland and Iselin, New Jersey and Dr. Freeman shall obtain
and  maintain   suitable   lodging  in  New  Jersey  during  this  period.   

         6.2  Reimbursement of Licensing Fees and Subscription  Charges.  Either
CAI or CAHS shall  reimburse  Dr.  Freeman,  consistent  with CAI's and/or CAHS'
continuing  education program,  Dr. Freeman for any out-of-pocket  expenses (not
paid  directly  by either  CAI or CAHS)  that are  incurred  by Dr.  Freeman  in
connection with the renewal of his medical  license(s) and subscription  charges
and costs incurred by Dr. Freeman in connection with his receipt of professional
periodicals and publications.

         6.3  Reimbursement of Expenses.  Either CAI or CAHS shall reimburse Dr.
Freeman  for any  reasonable  and  necessary  out-of-pocket  expenses  (not paid
directly by either CAI or CAHS) that are incurred by Dr.  Freeman in  connection
with the duties performed under this Agreement,  including  travel,  lodging and
meals.

         6.4 Documentation.  Dr. Freeman will submit appropriate  documentation,
approved as to form,  by either CAI or CAHS,  to either CAI or CAHS on a monthly
basis for the expenses incurred during that time period. Payment will be made to
Dr. Freeman no later than the thirtieth (30th) business day following receipt of
such bills. 

         6.5  Change in  Control  Bonus.  In  addition  to the Basic  Salary and
Additional  Benefits paid and provided to Dr. Freeman under this Agreement,  and
as an additional  inducement to Dr. Freeman not to voluntarily  leave the employ
of CAI, CAHS or any of its  Affiliates  or  Subsidiaries,  Dr.  Freeman shall be
eligible  to  receive a Bonus  Payment  following  a "Change  in  Control of the
Company" as such term is hereinafter defined.

            (i)  "Change in Control of the  Company" is defined as, and shall be
deemed to occur if:

         (W) any "person"  (as such term is used in Sections  13(d) and 14(d) of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act")),  other
than a trustee or other fiduciary  holding  securities under an employee benefit
plan of CAI or Blue Cross and Blue  Shield of New  Jersey,  Inc.  ("BCBS") or CW
Ventures  II, L.P.  ("CW") or any person who  represents  CW or BCBS or controls
BCBS or CW, or a person  engaging  in a  transaction  of the type  described  in
clause (Y) of this  subsection but which does not constitute a change in control
under such clause, is or become the "beneficial owner" (as defined in Rule 13d-3
under  the  Exchange  Act),  directly  or  indirectly,   of  securities  of  CAI
representing  51% or more of the combined voting power of CAI's then outstanding
securities; or

         (X)  during any period in which Dr.  Freeman is  eligible  to receive a
Bonus  Payment for a Change in Control of the  Company,  individuals  who at the
beginning of such 


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<PAGE>

period  constitute  the  Board  and  any new  director  (other  than a  director
designated  by a person who has entered into an  agreement  with CAI to effect a
transaction  described  in  clauses  (W),  (Y) or (Z) of  this  subsection  or a
director  nominated  by  CW  or  BCBS  in  accordance  with  the  terms  of  the
Stockholders'  Agreement  among CW, BCBS and CAI dated  February 22, 1996 as the
same may be amended from time to time) whose election by the Board or nomination
for election by CAI's shareholders was approved by a vote of at least two-thirds
(2/3) of the  directors  then still in office who either were  directors  at the
beginning  of the  period or whose  election  or  nomination  for  election  was
previously so approved,  cease for any reason to constitute a majority  thereof;
or

         (Y) the  shareholders of CAI approve or, if no shareholder  approval is
required  or  obtained,   CAI  or  a  Subsidiary  thereof  completes  a  merger,
consolidation or similar transaction of CAI or a Subsidiary thereof with or into
any other  corporation,  or a binding share exchange involving CAI's securities,
other than any such transaction  which would result in the voting  securities of
CAI outstanding  immediately  prior thereto  continuing to represent  (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  75% of the  combined  voting  power of the  voting
securities of CAI or such surviving entity  outstanding  immediately  after such
transaction,  or the shareholders of CAI approve a plan of complete  liquidation
of  CAI  or an  agreement  for  the  sale  or  disposition  by  CAI  of  all  or
substantially all of CAI's assets; or

         (Z) CAI or a Subsidiary  thereof  executes a definitive  agreement with
respect  to  the  merger,  consolidation  or  similar  transaction  of  CAI or a
Subsidiary  thereof with or into any other corporation or entity, or the sale or
disposition of all or substantially all of CAI's assets; provided, however, that
if such  agreement  is  subsequently  terminated,  a "Change  in  Control of the
Company" shall be deemed not to have occurred.

            (ii) In the event any person  commences a tender or exchange  offer,
circulates a proxy statement to CAI's shareholders or takes other steps designed
to effect a Change in Control of the  Company as  defined  herein,  Dr.  Freeman
agrees  that he  will  not  voluntarily  leave  the  employ  of  CAI,  CAHS or a
Subsidiary,  and will  continue to perform his regular  duties and to render the
services  specified  in this  Agreement,  until  such  person has  abandoned  or
terminated  his  efforts to effect a Change in Control of the Company or until a
Change in Control of the Company has occurred.  Should Dr.  Freeman  voluntarily
terminate his employment before any such effort to effect a Change in Control of
the  Company  has  commenced,  or after any such  effort has been  abandoned  or
terminated  without  effecting  a Change in Control of the  Company  and no such
effort is then in  process,  this  Section  6.5 shall lapse and be of no further
force or effect.

            (iii) If a Change in Control of the Company shall have occurred, Dr.
Freeman  shall be entitled to the  benefits  provided in this Section 6.5 if Dr.
Freeman shall remain in the employ of CAI, CAHS or one of its Subsidiaries for a
period of six (6) months  after the date of the Change in Control of the Company
(the "Bonus Period") or such employment  shall terminate during the Bonus Period
other than by reason of a Qualified Termination.  For purposes of clarification,
if a Change in Control of the Company as defined in Section 6.5(i)(Z) shall have
occurred,  the Bonus  Period  shall be  defined  as the period of six (6) months
after the 


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<PAGE>

execution of the definitive  agreement set forth in Section  6.5(i)(Z)  provided
the Change in Control  actually  occurs,  or, if the Change in Control  does not
occur within such six (6) month period,  upon the date of the subsequent closing
of the transactions contemplated by such definitive agreement.

            (iv) If, during the Bonus  Period,  either CAI, CAHS or a Subsidiary
causes Dr. Freeman to sustain a Qualified Termination,  either CAI or CAHS shall
pay to Dr.  Freeman his full Basic Salary through the Date of Termination at the
rate in effect at the time  Notice of  Termination  is given,  and either CAI or
CAHS shall have no further obligations to Dr. Freeman under this Agreement.

            (v) For purposes of this Agreement.

                        (A) "Qualified Termination" shall mean:

                  (I) if a Change  in  Control  of the  Company  as  defined  in
Section 6.5(i)(W), (X) or (Y) shall have occurred, the termination of employment
of Dr. Freeman for Cause,  voluntarily by Dr. Freeman without Good Reason, or by
death or Disability of Dr. Freeman; and

                  (II) if a Change in  Control  of the  Company  as  defined  in
Section  6.5(i)(Z)  shall have  occurred,  the  termination of employment of Dr.
Freeman for Cause or by death or  Disability of Dr.  Freeman.  

                        (B) "Good Reason" shall mean:

                  (I) The  assignment by CAI or a Subsidiary  to Dr.  Freeman of
duties without Dr. Freeman's express written consent,  which: (i) are materially
different or require travel  significantly more time-consuming or extensive than
Dr. Freeman's  duties or business travel  obligations  immediately  prior to the
Change in  Control  of the  Company;  or (ii)  result,  in either a  significant
reduction in Dr.  Freeman's  authority and  responsibility  as the President and
Chief Operating  Officer of CAI or a Subsidiary  thereof;  or, (iii) without Dr.
Freeman's  express  written  consent,  the removal of Dr.  Freeman  from, or any
failure to reappoint or reelect Dr.  Freeman to,  President and Chief  Operating
Officer  of CAI,  except  in  connection  with a  termination  of Dr.  Freeman's
employment by CAI for Cause, or by reason of Dr. Freeman's death, or Disability;

                  (II) A reduction by CAI or a Subsidiary of Dr. Freeman's Basic
Salary,  or the failure to grant  increases in Dr.  Freeman's  Basic Salary on a
basis at least substantially  comparable to those granted to other executives of
CAI or a Subsidiary of comparable title,  salary and performance ratings made in
good faith; 

                  (III) The relocation of CAI's principal  executive offices (or
in the case of an employee of a Subsidiary;  the principal  executive offices of
such  Subsidiary)  to a  location  outside  the  State of New  Jersey,  or CAI's
requiring Dr. Freeman to be based anywhere other than CAI's principal  executive
offices (or in the case of an employee of a Subsidiary;  the principal executive
offices  of  such  Subsidiary)   except  for  required  travel  on  CAI's  or  a
Subsidiary's  business to an extent substantially  consistent with Dr. Freeman's
business travel 


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<PAGE>

obligations immediately prior to the Change in Control of the Company, or in the
event of any  relocation  of Dr.  Freeman  with Dr.  Freeman's  express  written
consent,  the failure by CAI or a Subsidiary to pay (or  reimburse  Dr.  Freeman
for) all  reasonable  moving  expenses  by Dr.  Freeman  relating to a change of
principal  residence in  connection  with such  relocation  and to indemnify Dr.
Freeman  against  any  loss  realized  in the  sale of Dr.  Freeman's  principal
residence in  connection  with any such change of  residence,  all to the effect
that Dr. Freeman shall incur no loss upon such sale on an after tax basis;  

                  (IV) The failure by CAI or a Subsidiary to continue to provide
Dr.  Freeman with  substantially  the same benefits  (which for purposes of this
Agreement shall mean benefits under all welfare plans as that term is defined in
Section  3(l)  of the  Employee  Retirement  Income  Security  Act of  1974,  as
amended),  and  perquisites,  including  participation  on a comparable basis in
CAI's,  CAHS' or a Subsidiary's  retirement  plans,  stock options plans,  stock
award plans,  and other plans in which  executives  of CAI or CAHS of comparable
title and salary  participate  and as were provided to Dr.  Freeman  immediately
prior to such  Change in  Control of the  Company,  or with a package of welfare
benefits  and  perquisites,  that,  though  one or  more  of  such  benefits  or
perquisites may vary from those,  including  participation on a comparable basis
in CAI's, CAHS' or a Subsidiary's retirement plans, stock option plans and stock
award  plans,  is  substantially  comparable  in all  material  respects to such
benefits and  perquisites,  including  participation  on a  comparable  basis in
CAI's,  CAHS' or a Subsidiary's  retirement plans,  stock option plans and stock
award plans,  taken as a whole;  or 

                  (V)  The  failure  of  CAI  to  obtain  the  express   written
assumption  of and  agreement  to perform  this  Agreement  by any  successor as
contemplated in this Section 6.5 hereof.

                        (C)   Notwithstanding   any  other  provisions  of  this
Agreement,  "Basic Salary" shall mean the amount  determined by multiplying  Dr.
Freeman's  highest  semimonthly  or other  periodic rate of base pay paid to Dr.
Freeman during the twelve (12) month period  immediately  prior to the giving of
the Notice of  Termination  by the number of pay periods per year. The following
items are not part of base pay, as used herein:  reimbursed expenses, any amount
paid on account of overtime  or holiday  work,  payment on account of  insurance
premiums  or  other  contributions  made to other  welfare  benefit  plans,  any
year-end or other bonuses, commissions and gifts.

                  (vi)  (A)  Upon  the   earlier  to  occur  of:  (I)  the  date
immediately following the expiration of the Bonus Period if Dr. Freeman shall be
employed by CAI or a  Subsidiary  on the last day of the Bonus  Period;  or (II)
date of the  termination  of  employment  of Dr.  Freeman by CAI or a Subsidiary
during the Bonus  Period,  where such  termination  is other than by reason of a
Qualified Termination, then CAI shall pay Dr. Freeman a cash bonus in the amount
of $95,000  (subject to any  applicable  payroll or other  taxes  required to be
withheld);

                        (B) In the event that any payment or benefit received or
to be  received  by Dr.  Freeman in  connection  with a Change in Control of the
Company or the termination of Dr. Freeman's  employment (whether pursuant to the
terms of this  Agreement or any other plan,  arrangement  or agreement with CAI,
any person  whose  actions  result in a Change in Control of the  Company or any
person affiliated with CAI or such person) (collectively 


                                       10
<PAGE>

with the  payments  and  benefits  hereunder;  "Total  Payments")  would  not be
deductible (in whole or part) as a result of Section 280G of the Code by CAI, an
Affiliate or other person  making such payment or providing  such  benefit,  the
payments and benefits  hereunder  shall be reduced until no portion of the Total
Payments is not deductible,  or the payments and benefits  hereunder are reduced
to zero. At CAI's sole  discretion,  such reduction may be effected by extending
the date the payment would  otherwise be due by not more than one (1) year or by
decreasing the amount of the payment or benefit  otherwise due and payable.  For
purposes of this limitation: (I) no portion of the Total Payments the receipt or
enjoyment of which Dr. Freeman shall have effectively waived in writing prior to
the date of payment under subsection  (vi)(A) shall be taken into account;  (II)
no  portion of the Total  Payments  shall be taken into  account  which,  in the
opinion  of tax  counsel  selected  by  Dr.  Freeman  and  acceptable  to  CAI's
independent  auditors,  is not likely to constitute a "parachute payment" within
the meaning of Section  280G(b)(2) of the Code;  (III) the payments and benefits
hereunder shall be reduced only to the extent  necessary so that, in the opinion
of the tax counsel  referred to in clause (ii), the Total  Payments  (other than
those  referred  to in  clauses  (i) or (ii)) in their  entirety  are  likely to
constitute  reasonable  compensation for services  actually  rendered within the
meaning  of Section  280G(b)(4)  of the Code or are  otherwise  not likely to be
subject  to  disallowance  as  deductions;  and (IV) the  value of any  non-cash
benefit or any deferred  payment or benefit included in the Total Payments shall
be determined by CAI's independent auditors in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code.

                        (C) The cash bonus  payable under this Section 6.5 shall
be in  addition  to any other  Severance  to which Dr.  Freeman  may be entitled
hereunder.

                  (vii)  Notwithstanding  any other provision of this Agreement,
this Section 6.5 shall continue in effect  commencing on the  Commencement  Date
and terminating on December 31, 1998;  provided,  however,  that if the Term has
not expired, the term of this Section 6.5 may be extended for additional six (6)
month periods upon written notice from CAI to Dr. Freeman.

                  (viii) If litigation or other  proceeding  shall be brought to
enforce  or  interpret  any  provision  contained  in  this  Section  6.5  or in
connection  with any tax audit to the extent  attributable to the application of
Section 4999 of the Code to any payment or benefit provided hereunder, CAI shall
indemnify  Dr.  Freeman for his  reasonable  attorneys'  fees and  disbursements
incurred  in  connection  therewith  and pay  prejudgment  interest on any money
judgment  obtained by Dr.  Freeman  calculated  at the prime rate of interest as
quoted in the Wall Street Journal for banking  institutions  in effect from time
to time from the date that payment  should have been made under this  Agreement;
provided,  however,  that if Dr. Freeman initiated the proceedings,  Dr. Freeman
shall not have been found by the court or other fact finder to have acted in bad
faith in initiating such litigation or other  proceeding,  which finding must be
final without further rights of appeal.

                  (ix) CAI's  obligation to pay Dr. Freeman 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 CAI may have
against Dr. Freeman or anyone else. All amounts  payable by CAI hereunder  shall
be paid without notice or demand. Except as


                                       11
<PAGE>

expressly  provided  herein,  CAI 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 CAI shall be final and CAI will not seek to recover for any reason
all or any part of such payment from Dr. Freeman or any person entitled thereto.
Dr. Freeman shall not be required to mitigate the amount of any payment or other
benefit provided for in this Agreement by seeking other employment or otherwise.

      7. TERMINATION OF EMPLOYMENT

         7.1 Death.  If Dr.  Freeman  dies  during the Term,  on the date of his
death this Agreement shall terminate.

         7.2  Disability.  If,  during the Term,  Dr.  Freeman has a Disability,
either  CAI or CAHS  may,  at any  time  after  Dr.  Freeman  has a  Disability,
terminate Dr. Freeman's employment by written notice to him; provided,  however,
that  either  CAI or CAHS  shall  maintain  in effect  and  continue  to pay all
premiums due under Dr.  Freeman's  disability  insurance policy if the continued
payments of such premium is a condition  of the  continuation  of Dr.  Freeman's
disability  payments.  

         7.3  Retirement.  The Agreement  will be  terminated  by Dr.  Freeman's
Retirement at the date of such Retirement. 

         7.4  Termination  for  Cause.  Either  CAI or CAHS  may  terminate  Dr.
Freeman's  employment hereunder for Cause at any time by written notice given to
Dr. Freeman. 

         7.5 Notice of Termination. Any purported termination of employment: (x)
by CAI, CAHS or a Subsidiary by reason of Dr. Freeman's Disability or for Cause;
or (y) by Dr. Freeman to CAI and CAHS for Good Reason shall be  communicated  by
written  Notice  of  Termination  to the other  parties.  For  purposes  of this
Agreement,  a "Notice of Termination"  shall mean a notice given:  (i) by either
CAI or CAHS to Dr.  Freeman;  or (ii) by Dr. Freeman to CAI and CAHS 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 determination
of termination  under this Agreement.  

         7.6 Date of  Termination.  For  purposes  of this  Agreement,  "Date of
Termination" shall mean the date of Death, Retirement or the Date of Termination
of employment  specified in the Notice of  Termination,  which date shall not be
more than  ninety  (90) days  after such  Notice of  Termination  is given.  

         7.7  Payments  on  Termination.   Upon  termination  of  Dr.  Freeman's
employment  by either CAI or CAHS other than by reason of Dr.  Freeman's  Death,
Disability,  Retirement or for Cause,  but,  including for failure to renew this
Agreement,  either CAI or CAHS will pay to Dr.  Freeman the following  Severance
(subject  to any  applicable  payroll or other taxes  required to be  withheld),
one-twelfth  (1/12) of the Basic Salary of Dr.  Freeman's  payable monthly for a
period covering twelve (12) months.


                                       12
<PAGE>

         7.8  Termination  by  CAI or  CAHS  for  Cause.  In  the  event  of the
termination  of Dr.  Freeman's  employment by either CAI or CAHS for Cause,  Dr.
Freeman or his estate or  beneficiary,  as the case may be,  shall  receive  his
Basic Salary to the Date of  Termination  and no other amount except as required
by law or by the terms of  employee  welfare  plans in which Dr.  Freeman  was a
participant.

         7.9 Termination by Death, Retirement or Disability. In the event of the
termination of Dr. Freeman's employment by Retirement,  Death or Disability, Dr.
Freeman or his estate or  beneficiary,  as the case may be,  shall  receive  his
Basic Salary through the Date of Termination.

      8. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION BY EMPLOYEE

         8.1 Representations and Warranties. Dr. Freeman represents that each of
the  representations  and  warranties  previously  made by him in the Employment
Agreement are true, correct and complete as of the Commencement Date.

         8.2 Indemnification. Dr. Freeman hereby agrees to indemnify, defend and
hold  harmless  CAI and  CAHS  from  and  against  any and all  claims,  losses,
liabilities,   damages  (including,  without  limitation,   compensatory  and/or
punitive damages), costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses)  incurred by either CAI or CAHS as a result of any
claim or action  relating to Dr.  Freeman's  practice  of medicine  prior to the
Commencement   Date.  

         8.3 The foregoing representations, warranties and indemnification shall
remain in effect throughout the Term and for a period of two (2) years following
the termination or expiration of this Agreement.

      9. CONFIDENTIAL INFORMATION AND PROPRIETARY INTERESTS

         9.1  Acknowledgment  of  Confidentiality.  Dr. Freeman  understands and
acknowledges that he may obtain  Confidential  Information  during the course of
his  employment  by CAI and CAHS.  Dr.  Freeman  further  acknowledges  that the
services  to be  rendered  by him are of a  special,  unique  and  extraordinary
character  and that, in connection  with such  services,  he will have access to
Confidential  Information  vital to both  CAI's,  CAHS'  and  their  Affiliates'
business.  Accordingly,  Dr. Freeman agrees that he shall not, either during the
Term or at any time within one (1) year after the Date of  Termination:  (i) use
or disclose any such  Confidential  Information  outside of CAI,  CAHS and their
Affiliates;  or (ii),  except  as  required  in the  proper  performance  of his
services hereunder,  remove or aid in the removal from the premises of CAI, CAHS
or any  Affiliate,  any  Confidential  Information  or any  property or material
relating thereto.

         The foregoing  confidentiality  provisions shall cease to be applicable
to any Confidential  Information which becomes generally available to the public
(except  by reason of or as a  consequence  of a breach  by Dr.  Freeman  of his
obligations under this Section 9).


                                       13
<PAGE>

         In the  event  Dr.  Freeman  is  required  by law or a court  order  to
disclose  any  such  Confidential   Information,   he  shall,   subject  to  the
requirements  of  applicable  law,  promptly  notify  both  CAI and CAHS of such
requirement  and  provide  CAI and CAHS with a copy of any court order or of any
law which in his opinion  requires such disclosure and, if either CAI or CAHS so
elects,  and if he is  legally  able  to do so,  permit  either  CAI or  CAHS an
adequate opportunity, at its own expense, to contest such law or court order.

         9.2 Delivery of  Material.  Dr.  Freeman  shall  promptly,  and without
charge,  deliver to CAI and CAHS on the termination of his employment hereunder,
or at any other time CAI or CAHS may so request, all memoranda,  notes, records,
reports,  manuals,  computer disks, videotapes,  drawings,  blueprints and other
documents (and all copies thereof)  relating to the business of CAI and CAHS and
the Affiliates,  and all property associated therewith,  which he may possess or
have under his control.

         9.3 Extension of Section 12. All of the  provisions of Section 12 shall
be deemed to be applicable to all Confidential  Information to which Dr. Freeman
may have obtained  access or which he may have invented or developed  during his
employment by CAI, CAHS or any Affiliate or Subsidiary.

      10. DISPUTES AND REMEDIES

         10.1 Waiver of Jury  Trial.  Each of Dr.  Freeman,  CAI and CAHS hereby
waives the right to a trial by jury in the event of any  dispute,  which  arises
under this Agreement.

         10.2 Injunctive  Relief.  If Dr. Freeman commits a breach, or threatens
to commit a breach,  of any of the  provisions of Section 12, either CAI or CAHS
shall have the following rights and remedies (each of which shall be independent
of the other, and shall be severally  enforceable,  and all of which shall be in
addition  to, and not in lieu of, any other  rights and  remedies  available  to
either  CAI or CAHS at law or in  equity):

            (i) the right and remedy to have the  provisions  of this  Agreement
specifically  enforced  by  any  court  having  equity  jurisdiction,  it  being
acknowledged  by Dr.  Freeman that any such breach or threatened  breach will or
may cause irreparable  injury to CAI and CAHS and that money damages will or may
not provide an adequate remedy thereto; and

            (ii) the right and remedy to require Dr.  Freeman to account for and
pay over to CAI and CAHS all compensation,  profits, monies, increments,  things
of value or other benefits,  derived or received by Dr. Freeman as the result of
any acts or  transactions  constituting  a breach  of any of the  provisions  of
Section 12 of this  Agreement,  and Dr. Freeman hereby agrees to account for and
pay over all such compensation,  profits, monies, increments, things of value or
other benefits to CAI and CAHS.  

         10.3 Partial Enforceability.  If any provision contained in Section 12,
or any part thereof, is construed to be invalid or unenforceable, the same shall
not  affect  the   remainder  of  Dr.   Freeman's   agreements,   covenants  and
undertakings, or the other restrictions which he has


                                       14
<PAGE>

accepted,  in  Section  12,  and  the  remaining  such  agreements,   covenants,
undertakings  and  restrictions  shall be given  the  fullest  possible  effect,
without regard to the invalid parts.

         10.4 Intention of Parties.  It is expressly  understood and agreed that
the  confidentiality  and proprietary  rights  provisions of this Agreement have
been accepted,  and agreed to by Dr. Freeman in contemplation of this Agreement.
It  is   therefore   the  specific   intention  of  the  parties,   any  general
considerations  of  public  policy  to the  contrary  notwithstanding,  that the
provisions of Section 12 of this  Agreement  shall be enforced as written and to
the fullest extent possible.

      11. GOOD STANDING

         11.1  Each of CAI and CAHS  represents  that it is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  Each of CAI and CAHS  further  represents  that it has full power and
authority to conduct it business and to enter into this Agreement.

         11.2 Dr.  Freeman  represents  that he  presently  meets the  following
criteria and that he will continue to maintain  compliance  with these  criteria
unless waived by either CAI or CAHS:

            (i) Current license to practice medicine in the State of Maryland;

            (ii) Full  compliance with all applicable  federal,  state and local
laws,  regulations,  and ethical  standards  governing  the practice of medicine
generally; and 

            (iii) High ethical  standards and is good  professional  standing in
the community.

      12. RESTRICTIONS

         12.1 Acknowledgment. Dr Freeman acknowledges that his services provided
to CAI and CAHS under this Agreement will provide him with exposure to insurance
companies and other third-party payers of health care services.

         12.2  Restrictions.  Accordingly,  the parties hereby agree that during
the term of this  Agreement  and for a period of two (2) years  from the date of
termination  of this  Agreement  by any party (the  "Restrictive  Period"),  Dr.
Freeman shall not directly or indirectly: 

            (i) induce or attempt to influence any  organization  or entity that
has a  contractual  relationship  with CAI,  CAHS or any  Affiliate  at any time
during the Restrictive  Period to terminate such  relationship or, to the extent
such relationship  terminates for any reason,  prevent or attempt to prevent the
reestablishment of such relationship(s);

            (ii) solicit to provide  medical  management  services,  directly or
indirectly  through  association  with  any  entity  that  so  solicits,  to any
insurance  company or other


                                       15
<PAGE>

third party payor of health care  services  with which  either CAI,  CAHS or any
Affiliate has any such contractual relationship(s) at the time of termination of
his employment hereunder and at any time during the remainder of the Restrictive
Period; or

            (iii) for the purpose of conducting or providing services similar to
those provided  hereunder,  engage,  hire, offer to engage or hire, or employ or
enter into  business  with any person or entity  which  served as an employee or
independent  contractor  of either  CAI,  CAHS or any  Affiliate  at the time of
termination of his employment  hereunder and at any time during the remainder of
the Restrictive Period, whether as a joint venture, partnership, corporation, or
otherwise,  without the prior written  consent of both CAI and CAHS.

         12.3  During  the term of this  Agreement  and for a period  of two (2)
years  following the  termination  of the  Employment by any party,  Dr. Freeman
agrees that he 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 CAI or CAHS or any Subsidiary or
Affiliate in the Care Management Business (as hereinafter defined).

         For purposes of this Agreement, (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 entities such as insurance
companies and other payers;  (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
CAI, CAHS or any of its Affiliates or Subsidiaries  conducts its Care Management
Business.

         12.4 For purposes of Section 12.3, an enterprise  shall be deemed to be
competing  with  CAI's or CAHS' or its  Affiliates'  or  Subsidiaries'  business
notwithstanding  the  fact  that it does  not  within  the two (2)  year  period
following the termination of the Employment  actually compete with such entities
if (i)  within  the  two  (2)  year  period  following  the  termination  of the
Employment the enterprise is actively  developing the capability to compete with
such  entities;  (ii) Dr. Freeman has knowledge of such efforts and (iii) within
six (6) months of developing  such capability but in no event later than six (6)
months  following two (2) years from the date of  termination  of the Employment
the enterprise actively competes with such entities.

         Notwithstanding  any  provision  of  this  Agreement  to the  contrary,
nothing in this  Agreement  shall be  interpreted  to restrict Dr.  Freeman from
treating clinical patients and conducting the practice of medicine  (directly or
through another person or entity) during or after the term of this Agreement, or
after the term of this Agreement (subject to Section 12.5) accepting  employment
with  an  insurance  company  or  other  third  party  payer,  hospital,  health
maintenance  organization,  or other facility  providing care to patients.  

         12.5  During  the term of this  Agreement  and for a period  of two (2)
years  following the  termination  of the  Employment by any party,  Dr. Freeman
agrees that he will not seek or accept employment, an affiliation, a consultancy
or any other  arrangement  with any company,  entity,  employer,  health plan or
customer with which either CAI, CAHS or Contemporary HealthCare Management, Inc.
at the time of termination  of his employment  hereunder has or is negotiating a
customer/client relationship.


                                       16
<PAGE>

         12.6  Reasonableness  of Restrictions.  The parties hereby  acknowledge
that the  restrictions  contained  in  Section  12.2  above are  reasonable  and
necessary  to  protect  the  legitimate  interests  of CAI and CAHS and that any
violation  of such  restrictions  would  result  in  irreparable  injury to such
entities..  CAI,  CAHS  and  Dr.  Freeman  acknowledge  that in the  event  of a
violation of any such restriction which is not corrected within thirty (30) days
thereof,  either CAI or CAHS shall be  entitled  to  injunctive  relief  without
having to prove actual  damages or immediate  or  irreparable  harm or to post a
bond.  CAI and CAHS shall also be entitled  to an  equitable  accounting  of all
earnings,  profits, and other benefits arising from such violation, which rights
shall be  cumulative  and in addition  to any other  rights or remedies to which
either CAI or CAHS may be entitled at law or in equity. In the event of any such
violation,  the Restrictive Period referred to in Section 12.2 shall be extended
by a period of time equal to that period  beginning with the commencement of any
such violation and ending when such violation finally shall have been terminated
in good faith.

      13. GENERAL

         13.1  Headings.  The headings of the Sections of this Agreement are for
convenience  only and shall not affect the  meanings or  interpretations  of the
contents thereof.

         13.2  Entire   Agreement.   This  Agreement   represents  the  complete
understanding  among  the  parties,   and  supersedes  all  prior  negotiations,
representations  or  agreements,  whether  written  or oral,  as to the  matters
described herein.  It may be amended only by a written  instrument signed by the
duly authorized  representatives  of all parties.  No  requirement,  obligation,
remedy or  provision  of this  Agreement  shall be  deemed to have been  waived,
unless so waived expressly in writing, and any waiver of any provision shall not
be considered a waiver of any right to enforce such provision  thereafter.  

         13.3  Notice.  All notices  authorized  or required  herein shall be in
writing and shall be sent by first class mail,  postage prepaid,  to Dr. Freeman
or to CAI and CAHS at their respective addresses as set forth below.

          Richard W. Freeman,  M.D. 
          4325 Wickford Road 
          Baltimore, Maryland 21210

and

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



                                       17
<PAGE>

         13.4 Governing  Law. This Agreement  shall be construed and governed by
the laws of the  State of New  Jersey  applicable  to  contracts  made and to be
performed entirely within such state.

         13.5 Negotiations.  For all purposes, this Agreement shall be deemed to
have been  drafted by all  parties  executing  it. The  representations,  terms,
covenants and conditions  contained herein shall be deemed to be material and to
have been relied upon by the party or parties to whom they have been made.  

         13.6  Assignment.  Without the prior written consent of the other party
hereto,  neither  party may  assign  any of its  rights or  delegate  any of its
obligations  hereunder;  provided,  however,  that either CAI or CAHS may assign
this  Agreement  to any  Affiliate  without  the prior  written  consent  of Dr.
Freeman. Subject to the foregoing,  this Agreement inures to the benefit of, and
is binding  upon,  the  successors  and  assigns  of the  parties  hereto.  

         13.7  Financing.  All  amounts  due and  benefits  provided  under this
Agreement  shall  constitute  general  obligations of CAI in accordance with the
terms of this  Agreement.  Dr.  Freeman  shall have only an  unsecured  right to
payment thereof out of the general assets of CAI and CAHS.  Notwithstanding  the
foregoing,  CAI may, by  agreement  with one or more  trustees to be selected by
CAI, create a trust on such terms as CAI shall determine to make payments to Dr.
Freeman in accordance with the terms of this Agreement.


                                       18
<PAGE>

         IN   WITNESS   WHEREOF,   the   parties   by  their   duly   authorized
representatives  have executed this Agreement under their  respective  hands and
seals as of the day and year first above written.


WITNESS:

_______________________________         _______________________________
                                        RICHARD W. FREEMAN, M.D.


ATTEST:                                 CAREADVANTAGE HEALTH SYSTEMS, INC.


_______________________________         By:_______________________________(Seal)
                                           Name:
                                           Title:


ATTEST:                                 CAREADVANTAGE, INC.

_______________________________         By:_______________________________(Seal)
                                           Name:
                                           Title:


                                       19