----

----

**SECURITIES        AND EXCHANGE COMMISSION**

**Washington,        D.C. 20549**

**FORM        10-QSB**

**QUARTERLY        REPORT UNDER SECTION 13 OR 15(d)**

**OF        THE SECURITIES EXCHANGE ACT OF 1934**

**For        the quarterly period ended March 31, 2006**

**COMMISSION        FILE NUMBER 0-26168**

**CAREADVANTAGE,        INC.**

**(Exact        name of small business issuer as specified in its        charter)**

| **DELAWARE**                                                 | **52-1849794**                          |
|--------------------------------------------------------------|-----------------------------------------|
| (State                  or other jurisdiction of             | (I.R.S.                  Employer       |
| Incorporation                  or organization)              | Identification                  Number) |
|                                                         |                                    |
| **485-C                  Route 1 South, Iselin, New Jersey** | **08830**                               |
| (Address                  of principal executive offices)    | (Zip                  Code)             |

----

**I        N D E X**

| **Part                I - Financial Information**                     |                                |
|----------------------------------------------------------------------------|-------------------------------------|
|                                                                       |                                |
| Item                  1.                                                   | Financial                Statements |   |
|                                                                       |                                |   |   |
|                                                                       | ·                    | Condensed                  Consolidated Balance Sheets -                  March 31, 2006 (Unaudited) and December 31, 2005 | 2 |
|                                                                       |                                |   |   |
|                                                                       | ·                         | Condensed                  Consolidated Statements of Operations -                  Three months ended March 31, 2006 and March 31, 2005                  (Unaudited) | 3 |
|                                                                       |                                |   |   |
|                                                                       | ·                         | Condensed                  Consolidated Statements of Cash Flows - Three months ended March                  31, 2006                  and March 31, 2005 (Unaudited) | 4 |
|                                                                       |                                |   |   |
|                                                                       | ·                              | Notes                  to Unaudited Condensed Consolidated Financial Statements | 5 |
|                                                                       |                                |   |   |
| Item                  2.                                                   |                                | Management’s                  Discussion and Analysis of Financial                  Condition and Results of Operations | 8 |
|                                                                       |                                |   |   |
| Item                  3.                                                   |                                | Controls                  and Procedures | 11 |
|                                                                       |                                |   |   |
| **Part                  II -****Other                  Information**  |                                |
|                                                                       |                                |   |   |
| Item                  1.                                                   |                                | Legal                  Proceedings | 12 |
|                                                                       |                                |   |   |
| Item                  2.                                                   |                                | Unregistered                  Sales of Equity Securities and Use of Proceeds | 12 |
|                                                                       |                                |   |   |
| Item                  3.                                                   |                                | Defaults                  Upon Senior Securities | 12 |
|                                                                       |                                |   |   |
| Item                  4.                                                   |                                | Submission                  of Matters to a Vote of Security Holders | 12 |
|                                                                       |                                |   |   |
| Item                  5.                                                   |                                | Other                  Information | 12 |
|                                                                       |                                |   |   |
| Item                  6.                                                   |                                | Exhibits | 12 |
|                                                                       |                                |   |   |
| Signature                                                                  |                                |   | 13 |

----

**PART        I - FINANCIAL INFORMATION**

**ITEM        1. Financial Statements**

**CAREADVANTAGE,        INC AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED BALANCE SHEETS**

| **ASSETS**                                                                                                                                                                                                  |   | **March                  31,** |        | **December                  31,** |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------|-------------|-----------------------------------|--------|
|                                                                                                                                                                                                        |   | **2006**                       |        | **2005**                          |   |
| Current                  assets:                                                                                                                                                                            |   | **Unaudited**                  |        |                              |   |
|     Cash                  and cash equivalents                                                                                                                                          |   | $                              | 257,000     |                              | $      | 114,000 |   |
|     Accounts                  receivable                                                                                                                                                |   |                           | 297,000     |                              |   | 457,000 |   |
|     Other                  current assets                                                                                                                                               |   |                           | 60,000      |                              |   | 108,000 |   |
|         Total                  current assets                                                                                                                       |   |                           | 614,000     |                              |   | 679,000 |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
| Property                  and equipment, at cost less accumulated depreciation                                                                                                                              |   |                           | 107,000     |                              |   | 137,000 |   |
| Intangible                  assets, net of accumulated depreciation                                                                                                                                         |   |                           | 1,000       |                              |   | 2,000 |   |
| Other                  assets                                                                                                                                                                               |   |                           | 167,000     |                              |   | 167,000 |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
| Total                  Assets                                                                                                                                                                               |   | $                              | 889,000     |                              | $      | 985,000 |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
| **LIABILITIES                  AND STOCKHOLDERS' EQUITY**                                                                                                                                                   |   |                           |        |                              |   |   |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
| Current                  liabilities:                                                                                                                                                                       |   |                           |        |                              |   |   |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
|     Accounts                  payable                                                                                                                                                   |   | $                              | 93,000      |                              | $      | 139,000 |   |
|     Accrued                  compensation and related benefits                                                                                                                          |   |                           | 81,000      |                              |   | 105,000 |   |
|     Deferred                  revenue                                                                                                                                                   |   |                           | 134,000     |                              |   | - |   |
|     Accrued                  expenses and other current liabilities                                                                                                                     |   |                           | 104,000     |                              |   | 112,000 |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
|     Total                  current liabilities                                                                                                                                          |   |                           | 412,000     |                              |   | 356,000 |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
| Long                  term liabilities:                                                                                                                                                                     |   |                           |        |                              |   |   |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
|     Deferred                  rent                                                                                                                                                      |   |                           | 220,000     |                              |   | 176,000 |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
|     Total                  Liabilities                                                                                                                                                  |   | $                              | 632,000     |                              | $      | 532,000 |   |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
| Stockholders'                  equity:                                                                                                                                                                      |   |                           |        |                              |   |   |   |
|     Preferred                  stock-par value $.10 per share; authorized                  10,000,000 shares; none issued                                                               |   |                           |        |                              |   |   |   |
|     Common                  stock-par value $.001 per share; authorized                  200,000,000 shares; issued 106,812,041shares                  and outstanding 53,417,221shares |   |                           | 107,000     |                              |   | 107,000 |   |
|     Additional                  capital                                                                                                                                                 |   |                           | 23,920,000  |                              |   | 23,952,000 |   |
|     Deferred                  compensation cost                                                                                                                                         |   |                           | -           |                              |   | (40,000 | ) |
|     Accumulated                  deficit                                                                                                                                                |   |                           | (23,508,000 | )                                 |   | (23,304,000 | ) |
|     Treasury                  Stock                  at cost, 53,394,820 shares                                                                                                         |   |                           | (262,000    | )                                 |   | (262,000 | ) |
|                                                                                                                                                                                                        |   |                           |        |                              |   |   |   |
| Total                  Stockholders' Equity                                                                                                                                                                 |   |                           | 257,000     |                              |   | 453,000 |   |
| Total                  Liabilities and Stockholders' Equity                                                                                                                                                 |   | $                              | 889,000     |                              | $      | 985,000 |   |

----

**CAREADVANTAGE,        INC. AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED STATEMENTS OF OPERATIONS**

**(UNAUDITED)**

|                                                                                         |   | **Three                  Months Ended** |                    |
|----------------------------------------------------------------------------------------------|--------|-----------------------------------------|-------------------------|
|                                                                                         |   | **March                  31,**     |                    |
|                                                                                         |   | **2006**                                |                    | **2005** |   |
| License                  fees and service revenue                                            |   | $                                       | 945,000                 |   | $ | 558,000 |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Costs                  of services                                                           |   |                                    | 442,000                 |   |   | 311,000 |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Gross                  profit                                                                |   |                                    | 503,000                 |   |   | 247,000 |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Operating                  cost and expenses:                                                |   |                                    |                    |   |   |   |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Selling,                  general and administrative                                         |   |                                    | 706,000                 |   |   | 771,000 |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Operating                  (loss)                                                            |   |                                    | (203,000                | ) |   | (524,000 | ) |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Interest                  income                                                             |   |                                    | -                       |   |   | 5,000 |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Provision                  for income taxes                                                  |   |                                    | 1,000                   |   |   | 3,000 |   |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Net                  (loss)                                                                  |   |                                    | (204,000                | ) |   | (522,000 | ) |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Net                  (loss) per share of common stock-                                       |   |                                    | ($.                  00 | ) |   | ($.01 | ) |
|                                                                                         |   |                                    |                    |   |   |   |   |
| Weighted                    average number of                    common shares outstanding - |   |                                    |                    |   |   |   |   |
|                                                                                         |   |                                    |                         |   |   |   |   |
|     Basic                  and diluted                                   |   |                                    | 53,417,000              |   |   | 46,400,000 |   |

----

**CAREADVANTAGE,        INC. AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(UNAUDITED)**

|                                                                                                                                                     |   | **Three                  Months Ended March 31,** |     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------|----------|
|                                                                                                                                                     |   | **2006**                                          |     | **2005** |   |
| **Cash                  flows from operating activities:**                                                                                               |   |                                              |     |   |   |   |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Net                  loss                                                                                                                                |   | $                                                 | (204,000 | ) | $ | (522,000 | ) |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Adjustments                      to reconcile net loss to                      net cash provided by/(used in) operating                      activities: |   |                                              |     |   |   |   |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
|     Depreciation                  and amortization                                                                                   |   |                                              | 31,000   |   |   | 55,000 |   |
|     Employee                  Stock                  option compensation cost                                                        |   |                                              | 8,000    |   |   | - |   |
|     Deferred                  revenue                                                                                                |   |                                              | 134,000  |   |   | - |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| **Change                  in assets and liabilities:**                                                                                                   |   |                                              |     |   |   |   |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Accounts                  receivable                                                                                                                     |   |                                              | 160,000  |   |   | (161,000 | ) |
| Other                  assets                                                                                                                            |   |                                              | 48,000   |   |   | - |   |
| Accounts                  payable                                                                                                                        |   |                                              | (46,000  | ) |   | (38,000 | ) |
| Deferred                  rent                                                                                                                           |   |                                              | 44,000   |   |   | 44,000 |   |
| Accrued                  expenses and other liabilities                                                                                                  |   |                                              | (32,000  | ) |   | (42,000 | ) |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Net                  cash provided by/(used in) operating activities                                                                                     |   |                                              | 143,000  |   |   | (664,000 | ) |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| **Cash                  flows from investing activity:**                                                                                                 |   |                                              |     |   |   |   |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Capital                  expenditures                                                                                                                    |   |                                              | -        |   |   | (13,000 | ) |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| **Cash                  flows from financing activity:**                                                                                                 |   |                                              |     |   |   |   |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Transfer                  from restricted cash                                                                                                           |   |                                              | -        |   |   | 100,000 |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Net                  increase/(decrease) in cash                                                                                                         |   |                                              | 143,000  |   |   | (577,000 | ) |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Cash                  and cash equivalents - beginning of period                                                                                         |   |                                              | 114,000  |   |   | 1,488,000 |   |
|                                                                                                                                                     |   |                                              |     |   |   |   |   |
| Cash                  and cash equivalents - end of period                                                                                               |   | $                                                 | 257,000  |   | $ | 911,000 |   |

----

**Note        A--Basis of presentation: **

**[1]**
**Business:**

**[2]**
**Basis        of presentation:**

**Note        B--Per share data:**

|                                             |   | **March                  31,** |           |
|--------------------------------------------------|--------|--------------------------------|----------------|
|                                             |   | **2006**                       |           | **2005** |   |
|                                             |   |                           |           |   |   |
| Options                                          |   |                           | **12,832,000** |   |   | 15,586,000 |   |
|                                             |   |                           |           |   |   |   |   |
| Total                  Potential Dilutive shares |   |                           | **12,832,000** |   |   | 15,586,000 |   |

----

**Note        C-- Stock-Based Compensation:**

|                                                                                                                         |   | **Three                  Months Ended** |     |
|------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|----------|
|                                                                                                                         |   | **March                  31,**          |     |
|                                                                                                                         |   |  **2005**                          |     |
| Reported                  net (loss)                                                                                         |   |                                    | (522,000 | ) |
| Stock-based                  employee compensation determined under the fair value                  based method, net of tax |   |                                    | 5,000    |   |
| Pro                  forma net (loss)                                                                                        |   |                                    | (527,000 | ) |
|                                                                                                                         |   |                                    |     |   |
| Basic                  and diluted (loss) per share:                                                                         |   |                                    |     |   |
|     As                  reported                                                                         |   |                                    | (.01     | ) |
|     Pro                  Forma                                                                           |   |                                    | (.01     | ) |

----

|                                              |   |       |       | **Weighted** |    | **Weighted                  Average** |   |          |   |
|---------------------------------------------------|--------|------------|------------|--------------|---------|---------------------------------------|--------|---------------|--------|
|                                              |   |       |       | **Average**  |    | **Remaining**                         |   | **Aggregate** |   |
|                                              |   |       |       | **Exercise** |    | **Contractual**                       |   | **Intrinsic** |   |
|                                              |   | **Shares** |       | **Price**    |    | **Term**                              |   | **Value**     |   |
| Number                  of shares under option:   |   |       |       |         |    |                                  |   |          |   |   |   |   |   |
| Outstanding                  at December 31, 2005 |   |       | 12,832,000 |         | $       | 0.01                                  |   |          |   |   |   |   |   |
| Granted                                           |   |       | -          |         |    | -                                     |   |          |   |   |   |   |   |
| Exercised                                         |   |       | -          |         |    | -                                     |   |          |   |   |   |   |   |
| Canceled                  or expired              |   |       | -          |         |    | -                                     |   |          |   |   |   |   |   |
| Outstanding                  as of March 31, 2006 |   |       | 12,832,000 |         | $       | 0.01                                  |   |          | 8.44   |   | $ | 108,000 |   |
| Vested                or expected to vest         |   |       | 12,832,000 |         | $  | 0.01                                  |   |          | 8.44   |   | $  |  108,000 |   |
| Exercisable                  at March 31, 2006    |   |       | 4,308,000  |         | $       | 0.01                                  |   |          | 7.65   |   | $ | 34,000 |   |

|                                           |   |       |      | **Weighted** |   |
|------------------------------------------------|--------|------------|-----------|--------------|--------|
|                                           |   |       |      | **Average**  |   |
|                                           |   |       |      | **Exercise** |   |
|                                           |   | **Shares** |      | **Price**    |   |
| Non-vested                  at January 1, 2006 |   |       | 9,155,000 |         | $      | 0.01 |   |
| Granted                                        |   |       | -         |         |   | - |   |
| Canceled                  or expired           |   |       | -         |         |   | - |   |
| Vested                                         |   |       | (631,000  | )            | $      | 0.01 |   |
| Non-vested                  at March 31, 2006  |   |       | 8,524,000 |         | $      | 0.01 |   |

|                                     |   | **March                  31,** |   |
|------------------------------------------|--------|--------------------------------|--------|
|                                     |   | **2005**                  |   |
| Risk                  free interest rate |   |                           | 3.81   | % |
| Dividend                  yield          |   |                           | 0      | % |
| Volatility                  factor       |   |                           | 128    | % |
| Expected                  life in years  |   |                           | 5      |   |

----

**Note        D--Contingencies: **

*Alan        Fontes v. CareAdvantage, Inc.*

**Note        E—Concentration of Credit Risk**

**ITEM        2. Management’s Discussion and Analysis of Financial Condition and Results of        Operations**

**Cautionary        Statements: **

**GENERAL        OVERVIEW: **

----

***RESULTS        OF OPERATIONS:***

***Three        Months Ended March 31, 2006, Compared to Three Months Ended March 31,        2005***

**Revenues:        **

**Cost        of services: **

**Selling,        general and administrative expenses: **

----

***LIQUIDITY,        FINANCIAL CONDITION AND CAPITAL RESOURCES***
*:*

**General        overview:**

| • | track                  population and member-related disease progression changes over                  time;                                                                                                               |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | compare                  health plan sub-populations on a valid and reliable                  basis;                                                                                                                       |
| • | profile                  providers using case mix and severity-adjusted                  techniques;                                                                                                                       |
| • | select                  and prioritize members to optimize the allocation and assess the                  impact of                  care management resources, direct interventions and initiatives;                  and |
| • | reduce                  client dependence on internal information technology                  resources.                                                                                                                   |

**Financial        condition:**

----

**Application        of Critical Accounting Policies:**

**ITEM        3. Controls and Procedures**

----

**PART        II—OTHER INFORMATION**

**Item        1. Legal Proceedings**

*CareAdvantage,        Inc. v. Blue Cross & Blue Shield of Rhode Island and Coordinated Health        Partners*

**Item        2. Unregistered Sales of Equity Securities and Use of Proceeds**

**Item        3. Defaults Upon Senior Securities**

**Item        4. Submission of Matters to a Vote of Security Holders**

**Item        5. Other Information**

**Item        6. Exhibits **

|   | (a)          | Exhibits |
|--------|-----------------------------------------------------------|----------|

----

**SIGNATURES**

----

| Exhibit                    No. |   | Description                  of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.1                            |   | Deposit                  Agreement dated October 31, 1994 among Midlantic Bank, N.A., PMDX                  and the                  Registrant incorporated by reference to Exhibit 2.1 filed with                  the                  Company's Registration Statement on Form S-1 (File No.                  33-89176).                                                                                                                                                                                                                                                            |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.2                            |   | Certificate                  of Merger of Care Advantage Health Systems (f/k/a Advantage Health                  Systems, Inc.), a Georgia corporation into CareAdvantage Health                  Systems,                  Inc., a Delaware corporation incorporated by reference to Exhibit                  2.2                  filed with the Company's Registration Statement on Form S-1 (File                  No.                  33-89176).                                                                                                                                  |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1                            |   | Registrant's                  Certificate of Incorporation incorporated by reference to Exhibit                  3.1                  filed with the Company's Registration Statement on Form S-1 (File                  No.                  33-89176).                                                                                                                                                                                                                                                                                                                                |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1(a)                         |   | Amended                  and Restated Certificate of Incorporation incorporated by reference                  to the                  Company's Information Statement dated September 1996.                                                                                                                                                                                                                                                                                                                                                                                             |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1(b)                         |   | Amendment                  to Amended and Restated Certificate of Incorporation incorporated                  by                  reference to the Company’s Information Statement dated December 29,                  2000.                                                                                                                                                                                                                                                                                                                                                      |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.2                            |   | Registrant's                  By-Laws incorporated by reference to Exhibit 3.2 filed with the                  Company's                  Registration Statement on Form S-1 (File No. 33-89176).                                                                                                                                                                                                                                                                                                                                                                                       |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.1                           |   | Letter                  of intent dated September 30, 1994 between the Registrant and New                  Jersey                  BCBS, amendments thereto of December 29, 1994, February 27, 1995                  and April                  4, 1995 and Interim Services Agreement as of April 1, 1995 between                  the                  Registrant and New Jersey BCBS incorporated by reference to Exhibit                  10.12                  filed with the Company's Registration Statement on Form S-1 (File                  No.                  33-89176). |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.1(a)                        |   | December                  22, 1995 Letter Agreement between the Registrant and New Jersey                  BCBS                  extending the Letter of Intent and Interim Services Agreement to                  March 31,                  1996 incorporated by reference to Exhibit 10.12(a) filed with the                  Company's Annual Report on Form 10-KSB for the year ended October                  31,                  1996.                                                                                                                                          |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.2                           |   | Lease                  Agreement dated April 14, 1995 between the Registrant and Metropolitan                  Life Insurance Company incorporated by reference to Exhibit 10.13                  filed                  with the Company's Registration Statement on Form S-1 (File No.                  33-89176).                                                                                                                                                                                                                                                                    |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3                           |   | Letter                  of Intent dated January 2, 1996 between CW Ventures II, L.P., the                  Registrant and its CareAdvantage Health Systems, Inc. subsidiary                  incorporated by reference to Exhibit 10.14 filed with the Company's                  Annual                  Report on Form 10-KSB for the year ended October 31,                  1996.                                                                                                                                                                                                   |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4                           |   | Securities                  Purchase Agreement dated February 22, 1996 among CW Ventures, CAHS                  and the                  Registrant incorporated by reference to Exhibit 10.15 filed with                  the                  Company's Annual Report on Form 10-KSB for the year ended October                  31,                  1996.                                                                                                                                                                                                                           |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.5                           |   | CW                  Exchangeable Note incorporated by reference to Exhibit 10.16 filed                  with                  the Company's Annual Report on Form 10-KSB for the year ended October                  31,                  1996.                                                                                                                                                                                                                                                                                                                                         |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.6                           |   | Stock                  Acquisition Agreement dated February 22, 1996 among EHC, CHCM,                  CAHS and                  the Registrant incorporated by reference to Exhibit 10.17 filed                  with the                  Company's Annual Report on Form 10-KSB for the year ended October                  31,                  1996.                                                                                                                                                                                                                               |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.7                           |   | EHC                  Exchangeable Note incorporated by reference to Exhibit 10.18 filed                  with                  the Company's Annual Report on Form 10-KSB for the year ended October                  31,                  1996.                                                                                                                                                                                                                                                                                                                                        |

----

| 10.8   |   | Services                  Agreement dated February 22, 1996 among Horizon BCBSNJ, CHCM, CAHS                  and the                  Registrant incorporated by reference to Exhibit 10.19 filed with                  the                  Company's Annual Report on Form 10-KSB for the year ended October                  31,                  1996.                                                                          |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.9   |   | Stockholders’                  Agreement dated February 22, 1996 among EHC, CW Ventures and the                  Registrant incorporated by reference to Exhibit 10.20 filed with                  the                  Company's Annual Report on Form 10-KSB for the year ended October                  31,                  1996.                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.10  |   | Joint                  Services Agreement, dated May 29, 1997, among Allied Health Group,                  Inc.,                  CAHS, Inc. and the Company incorporated by reference to Exhibit                  10(c)                  filed with the Company's Form 10-QSB for the quarter ended April                  30,                  1997.                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.11  |   | Agreement,                  dated as of January 1, 1997 between Blue Cross and Blue Shield                  of Rhode                  Island (“BCBSRI”) and CAHS, Inc. incorporated by reference to Exhibit                  10(a) filed with the Company's Form 10-QSB for the quarter ended                  July 31,                  1997.                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.12  |   | Consultant                  Agreement dated March 17, 1997, between Coordinated Health Partners,                  Inc.                  d/b/a Blue Chip, and CAHS, Inc. incorporated by reference to Exhibit                  10(d)                  filed with the Company's Form 10-QSB for the quarter ended April                  30,                  1997.                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.13  |   | Letter                  Agreement, dated as of March 1, 1997, between Medigroup of New                  Jersey,                  Inc. d/b/a HMO Blue, the Company and Allied Health Group, Inc.                  incorporated by reference to Exhibit 10(e) filed with the Company's                  Form                  10-QSB for the quarter ended April 30, 1997.                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.14  |   | First                  Amendment and Restatement of Services Agreement, dated as of June                  13,                  1997, among CAHS, Inc., CHCM, the Company and Horizon BCBSNJ incorporated                  by reference to Exhibit 10(b) filed with the Company's Form 10-QSB                  for the                  quarter ended April 30, 1997.                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.15  |   | Credit                  Agreement among Summit Bank, the Company and Horizon BCBSNJ, dated                  June                  13, 1997 incorporated by reference to Exhibit 10(f) filed with                  the                  Company's Form 10-QSB for the quarter ended April 30,                  1997.                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.16  |   | Revolving                  Credit Note, dated June 13, 1997 by the Company in favor of Summit                  Bank in                  the original principal amount of $1,500,000 incorporated by reference                  to                  Exhibit 10(f)(1) filed with the Company's Form 10-QSB for the quarter                  ended April 30, 1997.                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.17  |   | Term                  Note, dated June 13, 1997, by the Company in favor of Summit Bank                  in the                  original principal amount of $1,500,000 incorporated by reference                  to                  Exhibit 10(f)(2) filed with the Company's Form 10-QSB for the quarter                  ended April 30, 1997.                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.18  |   | Promissory                  Note and Security Agreement, dated April 1, 1997, by CHCM in favor                  of                  Horizon BCBSNJ, in the original principal amount of $1,862,823                  incorporated by reference to Exhibit 10(f)(3) filed with the Company's                  Form 10-QSB for the quarter ended April 30, 1997.                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.19  |   | Employment                  Agreement between the Company and Thomas Riley, dated June 10,                  1997, as                  supplemented by a side agreement with CW and Horizon BCBSNJ, of                  even date                  therewith incorporated by reference to Exhibit 10(a) filed with                  the                  Company's Form 10-QSB for the quarter ended April 30,                  1997. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.20  |   | Services                  Agreement as of January 5, 1998, by and between New York Care Plus                  Insurance Company, Inc. and the Company, incorporated by reference                  to                  Exhibit 10.20 filed with the Company's Form 10KSB for the year                  ended                  October 31, 1997.                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.21  |   | Consultation                  Agreement dated October 1, 1997 by and between the Company and                  David                  McDonnell, an independent director of the Company, incorporated                  by                  reference to Exhibit 10.21 filed with the Company's Form 10KSB                  for the                  year ended October 31, 1997.                                                      |

----

| 10.22  |   | Mutual                  Release Agreement dated as of January 6, 1998 between the Company                  and                  MEDecision, Inc., incorporated by reference to Exhibit 10.22 filed                  with                  the Company's Form 10KSB for the year ended October 31,                  1997.                                                                                           |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.23  |   | Separation                  Agreement dated April 20, 1995 between PMDX and the Registrant                  incorporated by reference to Exhibit 10.1 filed with the Company's                  Registration Statement on Form S-1 (File No. 33-89176).                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.24  |   | Agreement                  dated as of January 1, 1995, between Maine BCBS and CAHS incorporated                  by                  reference to Exhibit 10.2 filed with the Company's Registration                  Statement                  on Form S-1 (File No. 33-89176).                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.25  |   | Products                  and Services Agreement dated November 7, 1994 between MEDecision,                  Inc. and                  CAHS incorporated by reference to Exhibit 10.3 filed with the Company's                  Registration Statement on Form S-1 (File No. 33-89176).                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.26  |   | Registrant’s                  1995 Comprehensive Stock Incentive Plan incorporated by reference                  to                  Exhibit 4.2 filed with the Company's Registration Statement on                  Form S-1                  (File No. 33-89176).                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.27  |   | Registrant’s                  1996 Stock Option Plan incorporated by reference to the Company's                  Information Statement dated September 1996.                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.28  |   | Registrant’s                  1996 Director Stock Option Plan incorporated by reference to the                  Company's                  Information Statement dated September 1996.                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.29  |   | Option                  Agreement between CW Ventures and Horizon BCBSNJ incorporated by                  reference                  to Exhibit 5 of Schedule 13(d) of Horizon BCBSNJ respecting beneficial                  ownership of Common Stock of the Company dated June                  1997.                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.30  |   | Settlement                  and Release Agreement dated January 13, 1998 between the Company                  and John                  Petillo incorporated by reference to Exhibit 10.30 filed with the                  Company's Form 10KSB for the year ended October 31,                  1997.                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.31  |   | Settlement                  and Release Agreement dated December 19, 1997 between the Company                  and                  Vince Achilarre incorporated by reference to Exhibit 10.31 filed                  with the                  Company's Form 10KSB for the year ended October 31,                  1997.                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.32  |   | Employment                  Agreement between the Company and David Noone, dated January 8,                  1999,                  incorporated by reference to Exhibit 10.32 filed with the Company’s Form                  10KSB for the year ended September 30, 1998.                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.33  |   | Confidentiality,                  Invention, and Non-Compete Agreement between the Company and David                  Noone,                  dated as of January 8, 1999, incorporated by reference to Exhibit                  10.33                  filed with the Company’s Form 10KSB for the year ended September 30,                  1998.                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.34  |   | Settlement                  and Release Agreement entered into among Horizon BCBSNJ, the Company,                  CAHS, and CHCM, Enterprise Holding Company, Inc. ("EHC") and CW                  Ventures,                  incorporated by reference to Exhibit 10(a) filed with the Company’s Form                  10-QSB for the quarter ended July 31, 1998.                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.35  |   | Services                  Agreement dated as of January 1, 1999, by and between HealthNow                  New York,                  Inc. ("HNNY") and the Company, incorporated by reference to Exhibit                  10.35                  filed with the Company’s Form 10KSB for the year ended September 30,                  1998                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.36  |   | Amended                  and Restated Employment Agreement, dated as of September 29, 1998,                  with                  Richard W. Freeman, M.D., CAHS and the Company (the “Freeman Employment                  Agreement”), incorporated by reference to Exhibit 10.36 filed with the                  Company’s Form 10KSB for the year ended September 30,                  1998. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.37  |   | Employment                  Agreement, dated as of March 25, 1997, by and between the Company                  and                  Elaine del Rossi, incorporated by reference to Exhibit 10.37 filed                  with                  the Company’s Form 10KSB for the year ended September 30,                  1998.                                                                               |

----

| 10.38  |   | Confidentiality,                  Invention and Non-Compete Agreement dated as of March 25, 1998                  between the                  Company and Elaine del Rossi, incorporated by reference to Exhibit                  10.38                  filed with the Company’s Form 10KSB for the year ended September 30,                  1998.                                                                                                                                                                                                                                                                                 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.39  |   | Employment                  Agreement, effective as of April 28, 1998, by and among Stephan                  D.                  Deutsch, M.D., the Company and CAHS, incorporated by reference                  to Exhibit                  10.39 filed with the Company’s Form 10KSB for the year ended September 30,                  1998.                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.40  |   | Employment                  Agreement, effective as of April 19, 1999, between Dennis M. Mouras,                  and                  the Company, incorporated by reference to Exhibit 10.40 filed with                  the                  Company’s Form 10KSB for the year ended December 31,                  1999.                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.41  |   | Settlement                  Agreement dated August 9, 2000 among the Company, Horizon Healthcare                  of                  New Jersey, Inc. and Allied Specialty Care Services, Inc., incorporated                  by                  reference to Exhibit 10.1 filed with the Company’s Form 10QSB for the                  quarter ended September 30, 2000.                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.42  |   | Employment                  Agreement, effective as of April 17, 2000, between Christopher                  Minor and                  the Company, incorporated by reference to Exhibit 10.2 filed with                  the                  Company’s Form 10QSB for the quarter ended September 30,                  2000.                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.43  |   | Satisfaction                  of Debt Agreement among Horizon Blue Cross Blue Shield of New Jersey,                  Horizon Healthcare of New Jersey, Inc., CareAdvantage Inc., CareAdvantage                  Health Systems, Inc. and Contemporary Healthcare Management, Inc.,                  incorporated by reference to Exhibit 10.1 filed on the Company’s Form 8-K                  dated December 5, 2000 and filed on December 13, 2000.                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.44  |   | Amendment                  dated March 26, 2001 to Satisfaction of Debt Agreement dated as                  of                  November 1, 2000 among Horizon BCBSNJ, Horizon Healthcare of New                  Jersey,                  Inc., CareAdvantage, Inc., CareAdvantage Health Systems, Inc. and                  Contemporary HealthCare Management, Inc, incorporated by reference                  to                  Exhibit 10.1 filed with the Company’s Form 10-QSB for the quarter ended                  March 31, 2001.                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.45  |   | Service                  Agreement dated as of January 1, 2000 between Blue Cross Blue Shield                  of                  Rhode Island, Coordinated Health Partners, Inc. and CareAdvantage                  Health                  Systems, Inc., incorporated by reference to Exhibit 10.2 filed                  with the                  Company’s Form 10-QSB for the quarter ended March 31,                  2001.                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.46  |   | Amendment                  dated as of August 9, 2001 to Satisfaction of Debt Agreement dated                  as of                  November 1, 2000 among Horizon BCBSNJ, Horizon Healthcare of New                  Jersey,                  Inc., CareAdvantage, Inc., CareAdvantage Health Systems, Inc. and                  Contemporary Healthcare Management, Inc. incorporated by reference                  to                  Exhibit 10.1 filed with the Company’s Form 10-QSB for the quarter ended                  June 30, 2001.                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.47  |   | Settlement                  Agreement between CareAdvantage, Inc. and Horizon Blue Cross Blue                  Shield                  of New Jersey, effective as of October 1, 2004, incorporated by                  reference                  to Exhibit 10.1 filed on the Company’s Form 8-K filed on October 1,                  2004.                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.48  |   | Second                  Amendment to Lease Agreement between CareAdvantage Health Systems,                  Inc.                  and Corporate Plaza Associates, L.L.C., incorporated by reference                  to                  Exhibit 10.1 filed on the Company’s Form 8-K filed on January 11,                  2005.                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.49  |   | Services                  and License Agreement between the Company and Kaiser Foundation                  Health                  Plan of the Northwest ("Kaiser"), effective as of January 1, 2005,                  incorporated by reference to Exhibit 10.49 filed with the Company’s Form                  10-KSB for the year ended December31, 2004. Portions of this exhibit                  (indicated by asterisks) have been omitted pursuant to a request                  for                  confidential treatment pursuant to Rule 24b-2 of the Securities                  Exchange                  Act of 1934. |

----

| 10.50  |   | Amendment                  to Employment Agreement between the Company and Dennis J. Mouras,                  dated as                  of November 11, 2005, and Employment Agreement between the Company                  and                  Dennis J. Mouras, dated as of October 25,2000, incorporated by                  reference                  to Exhibit 10.50 filed with the Company’s Form 10-QSB for the quarter                  ended September 30, 2005.                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.51  |   | First                  Amendment to Services and License Agreement between the Company                  and Kaiser                  Foundation Health Plan of the Northwest (“Kaiser”), effective as of                  January 1, 2006, incorporated by reference to Exhibit 10.51 filed                  with the                  Company’s Form 10-KSB for the year ended December 31, 2005. Portions of                  this exhibit (indicated by asterisks) have been omitted pursuant                  to a                  request for confidential treatment pursuant to Rule 24b-2 of the                  Securities Exchange Act of 1934. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.52  |   | Second                  Amendment to Services and License Agreement between the Company                  and                  Kaiser, effective as of April 1, 2006, incorporated by reference                  as                  Exhibit 10.52 filed with the Company’s Form 10-KSB for the year ended                  December 31, 2005. Portions of this exhibit (indicated by asterisks)                  have                  been omitted pursuant to a request for confidential treatment pursuant                  to                  Rule 24b-2 of the Securities Exchange Act of 1934.                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.1   |   | Letter                  regarding change in accountants, incorporated by reference to Exhibit                  16.1                  filed on the Company’s Form 8-K dated June 6, 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.2   |   | Letter                  regarding change in accountants, incorporated by reference to Exhibit                  16                  filed on the Company’s Form 8-K dated July 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.3   |   | Letter                  regarding change in accountants, incorporated by reference to Exhibit                  16.1                  filed on the Company’s Form 8-K dated June 6, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31     |   | Certifications                  pursuant to Rule 13a-14(a), promulgated under the Securities Exchange                  Act                  of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act                  of                  2002*                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32     |   | Certifications                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section                  906 of                  the Sarbanes-Oxley Act of 2002 **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----