Exhibit
      10.53





**S** **ERVICES** **** **AND** **L** **ICENSE** **A** **GREEMENT**





AGREEMENT made
      as
      of the 18 th day
      of
      August, 2003 (“Effective Date”), by CareAdvantage, Inc. (“CareAdvantage” or
“CAI”), a Delaware corporation with its principal place of business at 485-C
      Route One South, Iselin, New Jersey 08830, and Blue Cross and Blue Shield of
      Texas, a division of the Health Care Service Corporation (“BCBSTX”), with its
      principal place of business at 901 S. Central Expressway, Richardson, Texas
      75080.





W HEREAS , CareAdvantage
        offers to process health care data through its proprietary RPNavigator software
        (which uses Clinical Risk Groups (“CRGs”)) and to make the results available
        through its web-based RPNavigator Secure Information Portal
        (“Portal”);





WHEREAS, CareAdvantage
      also offers certain services with respect to health care data;





WHEREAS, BCBSTX
      desires CareAdvantage to process its health care data (i.e., inpatient,
      outpatient, professional and pharmacy claims as well as physician encounter
      data) relating to its HMO, POS, PPO and ASO product lines, to license from
      CareAdvantage access to its RPNavigator Secure Information Portal and to
      purchase from CareAdvantage certain services, all on the terms set forth
      herein,


N OW ,
        T HEREFORE , in
        consideration of the premises the parties agree as follows:





1.  **Services** .





1.1.  **Implementation
      Services** .  CareAdvantage shall perform the implementation services (“Implementation
      Services”) described in Attachment 1.1.





1.2.  **Recurring
      Services** .
      During
      the term of this Agreement, CareAdvantage shall perform the services (“Recurring
      Services”) described in Attachment 1.2.





1.3.  **Additional
      Services** .
      At
      BCBSTX’s request, CareAdvantage shall perform such additional services as the
      parties may agree.





2.  **License** .





2.1.  **Definitions** .
      As used
      in this Agreement, the terms below are defined as follows:





(a)  “BCBSTX
      Data” means data provided to CareAdvantage by BCBSTX pursuant to this Agreement.





(b)  “Information”
      means all information made available through the Portal, including BCBSTX Data
      that is categorized, aggregated, displayed, arrayed, or otherwise made available
      through the Portal.





(c)  “Analysis
      Period” means the last twelve month period of incurred data incorporating a
      payment lag.





(d)  “Covered
      Population” means those members eligible to receive health care services at the
      end of the Analysis Period.









2.2.  **Grant
      of License** .
      Subject
      to the terms and conditions of this Agreement, during the term of this Agreement
      CareAdvantage grants BCBSTX the non-exclusive right to access and use
      CareAdvantage’s RPNavigator Secure Information Portal (the “Portal”).
      CareAdvantage will provide BCBSTX with accounts accessible solely by password
      for fifteen (15) concurrent users. Concurrent user access licenses are granted
      against the covered population, three (3) concurrent users per 100,000 lives,
      or
      can be purchased for an additional annual fee of $* per concurrent user.





2.3.  **Portal
      Access** .
      BCBSTX
      shall be responsible for obtaining the requisite common carrier communication
      lines and Internet connections to access the Portal.





2.4.  **Security** .
      CareAdvantage requires and enforces 128 bit encryption for web access to the
      Portal. CareAdvantage will limit access to the BCBSTX Data maintained at the
      Portal to those persons authorized by BCBSTX and provided a password by BCBSTX.
      BCBSTX shall be responsible for the confidentiality of passwords assigned to
      it
      and shall be solely responsible for any authorized or unauthorized access to
      BCBSTX Data using such passwords. In addition, BCBSTX shall be responsible
      for
      the configuration and maintenance of the web browser software.





2.5.  **Ownership** .
      The
      Portal contains materials (including but not limited to programs, methods,
      design and screen formats) proprietary to CareAdvantage and/or to third parties
      (“Third Party Suppliers”) and licensed to CareAdvantage (collectively,
“CareAdvantage Materials”). CareAdvantage and Third Party Suppliers retain title
      and ownership to the CareAdvantage Materials; provided, however, that in no
      event shall CareAdvantage Materials be deemed to include BCBSTX Data, which
      shall remain the sole property of BCBSTX.





2.6.  **Proprietary
      Rights; Corporate Names** .
      BCBSTX
      understands and agrees that CareAdvantage and its Third Party Suppliers have
      proprietary rights in certain trademarks, service marks, trade names, corporate
      names and in the format of the reports used for displaying and arraying the
      BCBSTX Data (the “Intellectual Property”). BCBSTX agrees not to use the
      Intellectual Property in any way that would infringe the rights of CareAdvantage
      and its Third Party Suppliers. BCBSTX agrees not to alter, remove, or obscure
      any copyright notices or other proprietary notices on and in any part of the
      Portal and to include on and in any copies of reports printed from the Portal
      the following: “All copyrights in and to CRGs are owned by 3M. All rights
      reserved. All copyrights in and to the algorithms other than CRGs presented
      in
      this report, are owned by CareAdvantage, Inc. All rights reserved.”





2.7.  **Authorized
      Use of Portal and Information** .
      BCBSTX
      (including Health Care Service Corporation and authorized agents) is authorized
      to use the Portal and Information solely in accordance with this Agreement.
      BCBSTX is authorized to view the BCBSTX Data in any of the reports available
      at
      the Portal, to print any such report, and to use any such report solely for
      its
      own purposes in providing and administering health insurance and benefits
      (including but not limited to making copies of such reports and providing copies
      of such reports to its customers). Any other use of the Portal or Information
      by
      BCBSTX is prohibited and except as authorized herein, BCBSTX shall not transmit,
      divulge, or publish any part of the contents or substance of the Portal or
      in
      any way provide the Information, or any part thereof, to any other person;
      provided, however, that the foregoing shall not in any way limit BCBSTX’s use of
      the BCBSTX Data.





2.8.  **Warranties** .





2.8.1.  **Ownership** .
      CareAdvantage warrants that it is the owner of the Portal and that it has the
      full power, authority and right to license such Portal in the manner set forth
      in this Agreement.





2.8.2.  **No
      Other Warranties** .
      CareAdvantage shall furnish to BCBSTX access to and use of the Portal as
      promptly and accurately as is reasonably practicable. WITH RESPECT TO THE
      INFORMATION AND THE PORTAL, EXCEPT AS PROVIDED IN SECTION 2.8.1, THERE ARE
      NO
      WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
      WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No oral
      or
      written information or advice given by CareAdvantage, its agents, employees,
      affiliates, directors, or officers, shall create a warranty or in any way
      increase the scope of this warranty.





2




2.9.  **Limitation
      of Liability** .
      The
      liability of any or all of CareAdvantage, its Third Party Suppliers and their
      respective affiliates, agents or licensors and any other person claiming
      through, on behalf of, or as harmed by BCBSTX, is limited to a prorated refund
      of any monies paid on account of this Agreement to CareAdvantage by BCBSTX
      for
      the period at issue. Neither CareAdvantage nor its Third Party Suppliers and
      their respective affiliates, agents or licensors shall be liable to BCBSTX
      or to
      any other person for indirect, punitive, special, consequential or incidental
      damages (including, but not limited to, loss of profits or anticipated profits,
      loss by reason of shutdown in operation or increased expenses of operation, or
      other indirect loss or damage) of any nature arising from any cause whatsoever,
      even if CareAdvantage, its Third Party Suppliers, or their respective
      affiliates, agents or licensors have been advised of the possibility of such
      damages.





3.  **Business
      Associate Agreement** .
      The
      parties agree that the terms of the Business Associate Agreement set forth
      in
      Attachment 3.3 shall be deemed a part of this Agreement.





4.  **Compensation** .





4.1.  **Generally** .
      BCBSTX
      shall pay CareAdvantage for the services and license provided under this
      Agreement as follows:





(a)  as
      compensation for the Implementation Services, the sum of $* upon execution
      of
      this Agreement; plus





(b)  as
      compensation for the grant of the license and for the Recurring Services $*
      PMPM
      for each member in the Covered Population, commencing as of the Effective Date.





Compensation
      payable pursuant to paragraph (b) of this Section 4.1 shall be payable within
      thirty (30) days after receipt of invoice each month during the term of this
      Agreement. Payments made pursuant to the foregoing sentence shall be reconciled
      to the eligibility data for the Covered Population BCBSTX makes available to
      CareAdvantage each recurring update, and CareAdvantage shall pay any reconciling
      adjustment to BCBSTX within thirty (30) days of its making a determination
      that
      such adjustment is owing, and BCBSTX shall pay any reconciling adjustment to
      CareAdvantage within thirty (30) days of CareAdvantage’s notifying it in writing
      that such adjustment is owing.





4.2.  **Additional
      Services** .
      BCBSTX
      shall pay CareAdvantage for Additional Services as the parties may
      agree.





4.3.  **Expenses** .
      BCBSTX
      shall reimburse CareAdvantage for CareAdvantage’s reasonable out-of-pocket
      expenses incurred in providing services under this Agreement, including expenses
      for travel, lodging and meals. BCBSTX shall pay CareAdvantage within thirty
      (30)
      days of its receipt of CareAdvantage’s invoice for such expenses. Any onsite
      visit by CareAdvantage shall be approved in advance in writing by
      BCBSTX.





4.4.  **Adjustments** .





4.4.1.  **On
      Account of Changes in Covered Population** .
      CareAdvantage’s compensation under Section 4.1(b) has been determined by
      assuming that BCBSTX will provide a Covered Population of at least 502,000
      members plus or minus 50,000 members. If the Covered Population increases beyond
      552,000 members or decreases below 452,000 members, then at a party’s request
      the parties agree to renegotiate in good faith the rate of the PMPM fees, except
      as provided in Attachment 4.4.1.





3




4.4.2.  **Annual
      Adjustmen** t.
      Commencing on the first anniversary of the Effective Date, the fees set forth
      in
      Section 4.1(b) and in Attachment 4.2 and Attachment 4.4.1 shall increase by
      * percent for each year or fraction thereof that this Agreement remains in
      effect.





4.5.  **Taxes** .
      All
      fees quoted herein are exclusive of any taxes. BCBSTX shall be liable for and
      shall pay all taxes (local, state and federal), charges or assessments, and
      any
      penalties or interest which may now or hereafter be imposed or levied upon
      the
      Portal and/or services provided under this Agreement.




5.  **Term
      and Termination** .





5.1.  **Term** .
      The
      term of this Agreement shall commence on the Effective Date and continue in
      effect through and including the third anniversary of the Effective Date.
      Thereafter, this Agreement shall automatically renew for successive one-year
      terms unless either party provides the other with ninety (90) days’ advance
      written notice of termination.





5.2  **Termination** .





5.2.1.  **Termination
      for Cause** .
      In the
      event that either party materially defaults in the performance of any of its
      duties or obligations under this Agreement and does not substantially cure
      such
      default or defaults within 30 days after being given written notice specifying
      the default or defaults, then the non-defaulting party may terminate this
      Agreement immediately by giving notice to that effect to the defaulting party.





5.2.2.  **Termination
      without Cause** .
      Notwithstanding Section 5.2.1 of the Agreement, BCBSTX may terminate this
      Agreement, without cause, any time after the first anniversary of the Effective
      Date, upon ninety (90) days’ prior written notice to CareAdvantage.





6.  **Defense
      of Litigation** Each
      party shall be responsible at its own expense for defending itself in any
      litigation brought against it, whether or not the other party is also a
      defendant, arising out of any aspect of activities undertaken in connection
      with
      this Agreement. Each party agrees to provide the other party information in
      its
      possession which is necessary to the other party's defense in such
      litigation.





7.  **Additional
      Requirements** .





7.1.  **Independent
      Contractors** . The
      relationship of the parties under this Agreement shall be that of independent
      contractors. Neither shall have any claim under this Agreement or otherwise
      against the other party as a joint venturer or partner.





7.2.  **Proprietary
      Rights** . Subject
      to Section 2.6, neither party shall use the name, logos, trademarks, or
      servicemarks of the other without the other's prior written consent, except
      that
      CareAdvantage may include BCBSTX in its listing of clients.





8.  **Miscellaneous** .





8.1.  **Compliance
      with Laws** . Each
      party shall, throughout the term of this Agreement, use its best efforts to
      be
      in continuous compliance with all applicable laws.





8.2.  **Notice** .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given upon receipt, and shall be addressed as
      follows:





4




*If to
                BCBSTX:*
              Blue
                Cross and Blue Shield of Texas1251 South Sherman
                Street,Richardson, Texas 75080Attention:  Carolyn
                Dawson.                    
                Vice President, Utilization Management and Provider Services*If to
                CareAdvantage:*
              CareAdvantage,
                  Inc.Metropolitan Corporate Center 485-C
                  Route One SouthIselin, New Jersey 08830Attention:Dennis
                  Mouras,                    
                  President & Chief Executive
                  Officer





8.3.  **Governing
      Law** .
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of New Jersey without giving effect to the principles of conflicts of
      laws.





8.4.  **Entire
      Agreement.** Except
      as
      provided herein, **** this
      Agreement and its attachments constitutes the entire agreement between the
      parties with respect to the subject matter hereof and supersedes all previous
      proposals, both oral and written, negotiations, representations, commitments,
      writings and all other communications between the parties. It may not be
      released, discharged, or modified except by an instrument in writing signed
      by a
      duly authorized representative of each of the parties.





8.5.  **Binding
      Agreement; Assignability** .
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and permitted assigns and subcontractors.
      No party hereto shall sell, assign, transfer, convey, subcontract or otherwise
      dispose of its rights or obligations under, title to, or interest in, this
      Agreement, in whole or in part, to a third party other than a wholly-owned
      subsidiary without the prior written consent of the other party, which consent
      shall not be unreasonably withheld.





8.6.  **Severability** .
      If any
      provision of this Agreement is determined by a court of competent jurisdiction
      to be invalid or unenforceable, such determination shall not affect the validity
      or enforceability of any other part or provision of this Agreement.





8 .7.  **Disputes** .
      In the
      event of any dispute between the parties hereto arising out of or concerning
      this Agreement, the parties agree to use their reasonable best efforts to
      resolve any such dispute amicably, in good faith, and expeditiously prior to
      resorting to litigation.





8.8.  **Injunctive
      Relief** .
      The
      parties acknowledge that in the event of the breach of certain provisions of
      this Agreement, including Sections 2.6, 2.7 and 7.2, they may not have an
      adequate remedy at law and will suffer irreparable damage and injury. Therefore,
      in addition to any other remedy available, each party agrees that if it violates
      any of such provisions, the non-breaching party shall be entitled to injunctive
      relief, without bond, from a court of competent jurisdiction.





8.9.  **Waiver** .
      No
      waiver by any party of any breach of any provision of this Agreement shall
      constitute a waiver of any other breach of that or any other provision of this
      Agreement.





8.10.  **Impossibility
      of Performance** .
      No
      party shall be deemed to be in violation of this Agreement if prevented from
      performing any obligation hereunder due to matters that are beyond its control,
      including without limitation acts of war or terrorism, strikes, riots, floods,
      storms, earthquakes, other elements or acts of God or the public enemy, utility
      or communication failure or delays, labor disputes, strikes, or shortages,
      equipment failures, or software malfunctions.





5




8.11.  **Counterparts** .
      This
      Agreement may be executed in several counterparts, each of which is an original
      but all of which shall constitute one and the same instrument.





In
WITNESSWHEREOF, the
      parties have executed this Agreement as of the date set forth
      above.


CAREADVANTAGE,
                INC.
            
            BLUECROSSANDBLUESHIELDOFTEXAS,
                ADIVISIONOFHEALTHCARESERVICECORPORATIONBY:
              /s/Alan Fontes 8/19/03
            
            BY:
                /s/Illegible
                Signature 8/18/03TITLE:
                Vice
                President, Client Services
            
            TITLE:_Senior
                Vice President and Chief Information
                Officer




6




ATTACHMENT
      1.1





IMPLEMENTATION
      SERVICES





This
      Agreement covers data from BCBSTX’s HMO, POS, PPO and ASO product lines, and
      includes inpatient, outpatient, professional and pharmacy claims as well as
      physician encounter data.





CAI
      estimates that it will require five to six weeks to process the initial claims
      data once the Information Gathering stage is completed.





CAI
      projects the following timeline:





*Information
      Gathering*





·
            Review
                business environment


·
            Gather
                business rules


·
            Review
                claims system(s)


·
            Develop
                claims data requirements


·
            Develop
                system deployment, access and usage plan (i.e., user entitlements,
                etc.)


·
            Develop\finalize
                implementation plan


·
            Prepare
                processing environment


·
            BCBSTX
                prepare and deliver to CAI required claim data which will include
                claims
                incurred from January 1, 2001 through May 30, 2003 and paid any
                time





*Weeks
      1-2 (Begins when claims data is received)*





·
            Load
                data into processing environment


·
            Conduct
                technical and initial clinical review of data (review for
                completeness)


·
            Begin
                initial programming for data
                conversion


·
            Produce
                initial claims data review report


·
            Test
                data conversion programming


·
            Run
                data through conversion program





*Weeks
      3-4*





·
            Validate
                data conversion


·
            Prepare\run
                data though CRGs algorithm


·
            Validate
                CRG assignments (validity check)


·
            Conduct
                a clinical analysis


·
            Configure
                RPNavigator backend systems to support
                BCBSTX


·
            Program
                reports to generate analyses against actual data
                elements


·
            Review
                RPNavigator analyses results


·
            Test
                RPNavigator configuration against documented system deployment and
                usage
                plan


·
            Configure
                and assign BCBSTX user entitlements




7





*Weeks
      5-6*





·
            Conduct
                three (3) days of on-site consulting to include user training, data
                analytical review and operational
                integration


·
            Provide
                BCBSTX users access to RPNavigator Secure Information
                Portal


·
            Deliver
                observations summary report





Thereafter,
      CAI will provide three (3) days of on-site management consulting
      services , delivered
      by two (2) consultants,  to
      include user training, data analytical review and operational integration,
      at
      the end of the initial data processing and analysis implementation.





Also,
      as
      part Implementation, assuming that the Covered Population contains at least
      225,000 members who have remained eligible for a 27-month period, CAI will
      generate custom prospective relative weights for CRGs that BCBSTX may use to
      predict future resource consumption and costs.





(CareAdvantage
      has assumed that no more than seven (7) days of services will be required during
      the Information Gathering stage of Implementation. Any additional effort will
      be
      billed in accordance with Attachment 4.2. So long as BCBSTX provides
      CareAdvantage with the information requested by CareAdvantage during the
      Information Gathering stage in a timely and complete fashion (including, but
      not
      limited to the required claims data conforming to the specifications provided
      by
      CareAdvantage), then CareAdvantage agrees that it shall make no charge under
      this paragraph for any additional effort that may be required in providing
      Implementation Services.)




8




ATTACHMENT
      1.2


**RECURRING
      SERVICES**





1.  CareAdvantage
      will maintain a telephone support desk for technical and clinical inquiries
      8:30
      am through 5:30 pm, Eastern Time, during each business day.





2.  On
      a
      semiannual basis, at the conclusion of each six (6) month period, BCBSTX will
      provide CareAdvantage with paid claims data for all claims in the Covered
      Population. Within two weeks of CareAdvantage’s receipt of this data,
      CareAdvantage will:,





·
            Load
                data into data processing
                environment


·
            Conduct
                technical and initial clinical review of data (review for
                completeness)


·
            Run
                data through conversion program


·
            Validate
                data conversion


·
            Prepare\run
                data files though CRG algorithms


·
            Validate
                CRG assignments (validity check)


·
            Conduct
                clinical analysis


·
            Program
                reports to generate analyses with updated data
                elements


·
            Review
                RPNavigator analyses results


·
            Move
                into production environment


·
            Deliver
                observations summary report (which includes changes from previous
                periods)





Thereafter,
      CareAdvantage will conduct two (2) days of on-site consulting, delivered by
      one
      (1) consultant, to include data analytical and operational integration reviews





(The
      two-week schedule provided by Section 2 of this Attachment assumes that there
      has been no change from Implementation in BCBSTX’s claims system(s) and business
      rules. In the event of any such changes, the two-week schedule is subject to
      adjustment, and any additional services required by CAI on account of such
      changes will be billed in accordance with Attachment 4.2, or on such terms
      as
      the parties may agree.)





9


ATTACHMENT
      3.3





**BUSINESS
      ASSOCIATE AGREEMENT**





The
      Business Associate Agreement deemed a part of this Agreement is the executed
      Business Associate Addendum between CareAdvantage, Inc. and Blue Cross and
      Blue
      Shield of Texas, a division of the Health Care Service Corporation, with an
      effective date of April 14, 2003.




10




ATTACHMENT
      4.2





**FEES
      FOR ADDITI0NAL SERVICES**




CAI
                Standard RatesConsulting
                Level
            
            Daily
                RatesAnalyst
            
            $ 
                      *Consultant
            
            $   
                    *Sr.
                Consultant
            
            $    
                   *Manager
            
            $  
                     *Sr.
                Manager
            
            $    
                   *Director
            
            $    
                   *Sr.
                Medical Director
            
            $    
                   *Vice
                President
            
            $    
                   *VP,
                National Medical Director
            
            $    
                   *






11




ATTACHMENT
      4.4.1





**ESTIMATED
      PMPM FEES FOR CHANGE IN COVERED LIVES**








Covered
                Lives
            
            PMPM
                Fees100,000
                - 199,999
            
            $     
                *200,000
                - 299,999
            
            $     
                *300,000
                - 399,999
            
            $     
                *400,000
                - 499,999
            
            $     
                *500,000
                - 599,999
            
            $     
                *600,000
                - 699,999
            
            $     
                *700,000
                - 799,999
            
            $     
                *800,000
                - 899,999
            
            $     
                *900,000
                - 999,999
            
            $     
                *1,000,000
                - 1,499,999
            
            $     
                *1,500,000
                - 1,999,999
            
            $     
                *2,000,000
                - 2,499,999
            
            $      *




This
      fee
      table reflects the year one fees for a change in the Covered Population in
      the
      HMO, POS, PPO and ASO product lines and does not reflect any Annual
      Adjustments.




12