EXHIBIT 10.31

                             SETTLEMENT AND RELEASE

      SETTLEMENT  AND  RELEASE  dated  December  19,  1997  made by  VINCENT  M.
ACHILARRE ("Achilarre") in favor of CAREADVANTAGE,  INC., a Delaware corporation
(the "Company"), and each of its affiliates and subsidiaries, which, directly or
indirectly,  is controlling  of, is controlled by, or under common control with,
the Company or any such person (the  "Affiliates")  as well as the Releasees (as
such term is hereinafter defined).

      FOR GOOD AND VALUABLE CONSIDERATION,  the receipt and sufficiency of which
are  hereby  acknowledged,  Achilarre,  for  himself  and  each  of  his  heirs,
executors,   administrators,   successors   and   assigns   (collectively,   the
"Releasors"), hereby waives, releases, discharges and holds harmless the Company
and each of the Affiliates and any officers, directors, shareholders,  partners,
employees, agents, attorneys, advisors,  representatives and trustees of each of
the  Company  and each  Affiliate,  past,  present  and  future,  and the heirs,
executors, administrators, legal representatives,  predecessors,  successors and
assigns of each of the foregoing  (collectively,  the "Releasees"),  of and from
any and all claims, actions, causes of actions, suits, debts, demands,  damages,
judgments,  executions,  costs,  expenses,  liabilities,  duties, sums of money,
bills,   accounts,   reckonings,   bonds,   securities,   rights,   indemnities,
exonerations, covenants, contracts, controversies, agreements, promises, doings,
omissions,  losses,  exposures and obligations of any kind  whatsoever,  whether
known or unknown,  whether in law or equity (collectively,  the "Claims"),  that
the  Releasors  have had, may have now, or may have in the future,  by reason of
any matter or cause whatsoever,  against the Releasees, which the Releasors have
had, may have now or may have against the Releasees,  which in any way relate to
any agreement or contract  entered into by any of the Releasors  with any of the
Releasees  or in which in any way  relate  from  the  date  Achilarre  commenced
employment at the Company,  or entered into any other association,  relationship
or dealing with, the Releasors,  to the date hereof, or which relate to or arise
out of any  grant or  purported  grant of  options  or  other  interests  in the
Company's securities by the Releasees, including, without limitation, any Claims
the Releasors  had, now have or may have against the  Releasees  which arise out
of,  including,  without  limitation,  any amendments  thereto:  (i) resolutions
adopted at a special  meeting of the Board of  Directors  of the Company held on
September  7, 1995;  and (ii) the  Nonqualified  Stock  Option  Agreement  dated
September 7, 1995 by and between the Company and Achilarre.

      Achilarre  acknowledges  that he has had the  opportunity to ask questions
of, and receive answers from,  officers of the Company regarding the Company and
has had  access  to any and all  materials  and  information  pertaining  to the
Company.

      IN WITNESS  WHEREOF,  Vincent M. Achilarre has signed this  Settlement and
Release as of the date first above written.

                                                 /s/ Vincent M. Achilarre
                                                 -------------------------------
                                                     Vincent M. Achilarre

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                                ACKNOWLEDGEMENT

State of New York       )
                        )
County of New York      )

      On this 19th day of December, 1997 personally appeared before me, a Notary
Public, in and for the above-mentioned county, Vincent M. Achilarre, to me known
and  to me to be  the  person  who  executed  the  foregoing  document  and  who
acknowledged to me that he executed the same on behalf of himself.

                                                 /s/ Lorraine T.  Sclafini
                                                 -------------------------------
                                                     Notary Public