Exhibit 10(a)

                        SETTLEMENT AND RELEASE AGREEMENT

      THIS  SETTLEMENT AND RELEASE  AGREEMENT is made and entered into effective
as of June __, 1998, by and among CAREADVANTAGE,  INC., a Delaware  corporation,
located at 485-C Route 1 South, Iselin, New Jersey 08830 ("CAI"),  CAREADVANTAGE
HEALTH SYSTEMS,  INC., a Delaware  corporation,  located at 485-C Route 1 South,
Iselin, New Jersey 08830 ("CAHS"),  CONTEMPORARY HEALTHCARE MANAGEMENT,  INC., a
New Jersey corporation, located at 485-C Route 1 South, Iselin, New Jersey 08830
("CHCM"),  BLUE CROSS AND BLUE SHIELD OF NEW JERSEY,  INC., a New Jersey  health
service  corporation,  located at 3 Penn Plaza East,  Newark,  New Jersey  07105
("BCBSNJ"),  ENTERPRISE HOLDING COMPANY, INC., a New Jersey corporation, located
at 3 Penn Plaza East,  Newark,  New Jersey  07105  ("EHC"),  and CW VENTURES II,
L.P., a New York limited  partnership,  located at 1041 Third Avenue,  New York,
New York 10021 ("CW") (with respect to Section 10 only).

                                    RECITALS:

      WHEREAS,  BCBSNJ and CW beneficially own, in the aggregate,  approximately
__% of the issued and outstanding shares of capital stock of CAI;

      WHEREAS,  on or about March 22, 1996, an action entitled Francis X. Bodino
v. BCBSNJ and CHCM was filed in the Law Division of the Superior  Court,  Hudson
County, New Jersey, Docket No. HUD-L-2540-96 (the "Bodino Action");

      WHEREAS,  the complaint in the Bodino  Action  alleged,  inter alia,  that
representations made on behalf of BCBSNJ by an employee of CHCM led Mr. Bodino's
surgeon to believe that  contractually  excluded heart  transplant  coverage was
available;

      WHEREAS,  at the time of the events underlying the Bodino Action, CHCM was
wholly-owned by EHC, and was an indirect subsidiary of BCBSNJ;

      WHEREAS,  at the time of the events underlying the Bodino Action, CHCM was
engaged  by CAI and CAHS to  provide  certain  staff and  assistance  to CAHS in
support of CAHS'  obligation,  guaranteed by CAI, to provide  services to BCBSNJ
under the terms of an Interim Services Agreement, dated as of April 1, 1995 (the
"Interim Services Agreement") among BCBSNJ, CHCM, CAI and CAHS;

      WHEREAS,  by letter dated  February 15, 1996,  counsel for Mr. Bodino gave
written  notice  to CHCM  contesting  the  denial  of  coverage  for  the  heart
transplant and threatening litigation against CHCM and BCBSNJ;

      WHEREAS, on February 22, 1996 (the "Acquisition Date"), CAHS purchased all
of the  issued  and  outstanding  stock of CHCM from EHC  pursuant  to the Stock
Acquisition Agreement, dated February 22, 1996 (the "Acquisition Agreement");

      WHEREAS, neither CAI nor CAHS maintained insurance to cover claims against
BCBSNJ or CHCM arising from events occurring prior to the Acquisition Date;

      WHEREAS,  counsel for BCBSNJ is presently  defending  the Bodino Action on
behalf of BCBSNJ and CHCM;

      WHEREAS,  BCBSNJ has filed a third  party  lawsuit  against  Mr.  Bodino's
surgeon and the admitting hospital and has denied liability in all respects;

      WHEREAS,  BCBSNJ and CHCM have filed a motion for  summary  judgment as to
all claims,  and Mr. Bodino,  the surgeon and the admitting  hospital have filed
cross-motions for summary judgment against BCBSNJ and CHCM as to all claims;


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<PAGE>

      WHEREAS,  all motions for summary  judgment are  returnable for hearing on
July 24, 1998;

      WHEREAS,  by letter to CAI dated  April  23,  1996,  BCBSNJ  agreed to the
representation  of CHCM and placed CAI on notice of a potential  claim by BCBSNJ
for indemnification against CAI and CAHS under the Interim Services Agreement;

      WHEREAS,  by letter to EHC dated  February  20,  1997,  CAI,  on behalf of
itself and CAHS, requested indemnification pursuant to the Acquisition Agreement
for damages sustained by CAI and CAHS as a result of the Bodino Action;

      WHEREAS,  by letter to CAI dated February 26, 1997,  BCBSNJ,  on behalf of
itself and EHC, denied liability for indemnification of CAI and CAHS;

      WHEREAS,  by letter to BCBSNJ dated March 6, 1997,  CAI agreed to BCBSNJ's
continued  representation of CHCM,  subject to a reservation of rights under the
Interim Services Agreement;

      WHEREAS,  in a letter to CAI and CAHS dated May 28, 1998,  BCBSNJ provided
formal  notice of a claim for  indemnification  by CAI and CAHS  pursuant to the
Interim  Services  Agreement for damages  arising in connection  with the Bodino
Action;

      WHEREAS,  on June 2, 1998,  counsel to CAI  responded to BCBSNJ's  letter,
whereby CAI denied that  BCBSNJ is entitled to  indemnification  by CAI and CAHS
under  the  Interim   Services   Agreement  and  reasserted  its  own  claim  to
indemnification by EHC pursuant to the Acquisition Agreement;

      WHEREAS,  by letter to CAI's  counsel  dated June 15,  1998,  BCBSNJ again
denied liability for  indemnification  of CAI and CAHS and proposed a settlement
of the dispute regarding alleged indemnification claims among the parties; and

      WHEREAS,  the parties  hereto wish to allocate the potential  liability of
each party  with  respect to the  Bodino  Action and to  otherwise  agree to the
mutual release of all claims and damages relating to the Bodino Action.

      NOW, THEREFORE,  the undersigned  parties,  intending to be legally bound,
hereby agree as follows:

      1. SETTLEMENT OF INDEMNIFICATION CLAIMS.

      (a) BCBSNJ hereby agrees to indemnify and hold harmless CAI, CAHS and CHCM
from and against any and all losses,  liabilities  or  obligations,  payments or
other disbursements,  suits, claims, awards, demands, settlement payments, costs
and  expenses  which may be imposed on,  incurred by or asserted  against any of
CAI, CAHS and CHCM in connection with the claims,  facts and circumstances which
are the subject of the Bodino Action, other than internal costs, attorneys' fees
and  other  expenses  incurred  in  connection  with the  Bodino  Action or this
Agreement;  provided,  however,  that BCBSNJ shall not be  responsible  for, and
shall not  indemnify  CAI,  CAHS and CHCM  pursuant to this Section 1(a) for, an
amount  equal to the lesser of (i) five  percent  (5%) of any amount as to which
BCBSNJ,  CAI,  CAHS and CHCM are or may be  individually  or  collectively  held
liable in the Bodino Action (whether by judgment,  settlement or otherwise),  or
(ii) $50,000.

      (b) BCBSNJ shall be entitled to collect and retain all insurance proceeds,
if any, in connection with the Bodino Action.

      2.  PARTICIPATION  IN  DEFENSE.  CAI,  CAHS and CHCM shall be  entitled to
participate in the defense of the Bodino Action; provided, however, that (i) all
substantive and procedural activities undertaken on behalf of CAI, CAHS and CHCM
in connection with such defense (including but not limited to a determination of
whether to settle or  adjudicate  such  action  and the amount of any  potential


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<PAGE>

settlement) shall be subject to prior approval by BCBSNJ in its sole discretion,
which shall not be unreasonably withheld; and (ii) prior to such time, CAI, CAHS
and CHCM shall  enter into a joint  defense  agreement  with  BCBSNJ  reasonably
acceptable to BCBSNJ and its counsel.

      3. COOPERATION. CAI, CAHS and CHCM agree to fully and completely cooperate
and  assist  counsel  for  BCBSNJ in the  defense  of the  Bodino  Action.  Such
cooperation   shall   include   furnishing   documentation,   participating   in
depositions,  testifying  at  trial  and  making  current  employees  reasonably
available  to counsel for BCBSNJ for  purposes of  defending  against the Bodino
Action,  at all times seeking to minimize  business  disruption to CAI, CAHS and
CHCM.

      4. PAYMENTS. All payments required to be made by or on behalf of CAI, CAHS
or CHCM  pursuant to this  Agreement  shall be made  within  thirty (30) days of
notice  from  BCBSNJ  that the  Bodino  Action  has been  resolved,  whether  by
judgment, settlement or otherwise.

      5. RELEASE BY BCBSNJ AND EHC. For and in  consideration of the obligations
recited herein, BCBSNJ and EHC, jointly and severally,  hereby release CAI, CAHS
and CHCM from any and all debts, obligations,  covenants, agreements, contracts,
suits, actions, causes of action, damages, claims or demands with respect to the
claims,  facts and circumstances which are the subject of the Bodino Action, now
known or hereafter discovered, asserted or unasserted,  contingent or otherwise,
which either of BCBSNJ or EHC ever had, now has or may now or hereafter claim to
have.  Notwithstanding  the foregoing,  CAI, CAHS and CHCM shall not be released
from any obligation to BCBSNJ under this Agreement.

      6.  RELEASE  BY  CAI,  CAHS  AND  CHCM.  For and in  consideration  of the
obligations  recited herein,  CAI, CAHS and CHCM, jointly and severally,  hereby
release  BCBSNJ  and  EHC  from  any  and  all  debts,  obligations,  covenants,
agreements,  contracts,  suits, actions,  causes of action,  damages,  claims or
demands  with  respect  to the  claims,  facts and  circumstances  which are the
subject of the Bodino  Action,  now known or hereafter  discovered,  asserted or
unasserted,  contingent or otherwise,  which any of CAI, CAHS and CHCM ever had,
now has or may now or hereafter  claim to have.  Notwithstanding  the foregoing,
BCBSNJ shall not be released from any  obligation to CAI, CAHS and/or CHCM under
this Agreement.

      7.  BINDING  NATURE.  This  Agreement,  including  the  releases set forth
herein, shall be binding upon, and inure to the benefit of each released party's
successors,  assigns, officers,  directors,  agents, employees, heirs, executors
and/or  administrators  of any such  assigns,  officers,  directors,  agents  or
employees.

      8. NO ADMISSION OF LIABILITY.  The parties  recognize and acknowledge that
the execution of this Agreement is not an admission of liability by any party to
any other party and that this  Agreement  is executed  solely in the interest of
settling disputed matters.

      9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among
the parties  hereto,  and there are no other written or oral  understandings  or
agreements connected with it that are not incorporated herein.

      10.  GOVERNING LAW. This  Agreement is to be construed in accordance  with
the laws of the State of New Jersey.  Any action to enforce this Agreement shall
be brought before a state court of competent  jurisdiction,  within the State of
New Jersey.

      11. CONSENT OF CW. Pursuant to Section 1.3 of the Stockholders' Agreement,
dated as of February 22, 1996, among EHC (as predecessor to BCBSNJ), CW and CAI,
CW hereby  acknowledges  and  consents  to the terms of this  Agreement  and the
transactions contemplated hereby.


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<PAGE>

      IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on
the date set forth above, intending to be legally bound:

                                              CAREADVANTAGE, INC.
                                              
                                              
                                              By:    /s/ Thomas P. Riley
                                                     ------------------------
                                              Name:  Thomas P. Riley   
                                              Title: President/CEO

                                              
                                              CAREADVANTAGE HEALTH
                                              SYSTEMS, INC.

                                              
                                              By:    /s/ Thomas P. Riley
                                                     ------------------------
                                              Name:  Thomas P. Riley   
                                              Title: President/CEO 
                                            
                                                                            
                                              CONTEMPORARY HEALTHCARE
                                              MANAGEMENT, INC.
                                              
                                              
                                              By:    /s/ Thomas P. Riley
                                                     ------------------------
                                              Name:  Thomas P. Riley   
                                              Title: President/CEO
                                             
                                              
                                              BLUE CROSS AND BLUE SHIELD OF
                                              NEW JERSEY, INC.

                                                                               
                                              By:    /s/ Susan Scholle Connor
                                                     ------------------------
                                              Name:  Susan Scholle Connor
                                              Title: Vice President
                                              

                                              ENTERPRISE HOLDING COMPANY, INC.
                                              
                                              
                                              By:    /s/ Susan Scholle Connor
                                                     ------------------------
                                              Name:  Susan Scholle Connor
                                              Title: Secretary
                                              
                                              
                                              CW VENTURES II, L.P.
                                              
                                              
                                              By:    /s/ Barry Weinberg
                                                     -------------------------
                                              Name:  Barry Weinberg
                                              Title: General Partner


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