GUARANTY AGREEMENT

     THIS GUARANTY  AGREEMENT is made this 13th day of June,  1997 by BLUE CROSS
AND BLUE SHIELD OF NEW JERSEY,  INC., a New Jersey  health  service  corporation
(the "Guarantor") in favor of SUMMIT BANK, a banking corporation of the State of
New Jersey (the "Bank").

                              W I T N E S S E T H:

     WHEREAS,  the Guarantor  presently owns approximately 50% of the issued and
outstanding shares of capital stock of CAREADVANTAGE, INC. (the "Borrower"); and

     WHEREAS,  concurrently  herewith,  the  Bank  is  entering  into  a  Credit
Agreement (the "Credit  Agreement") with the Borrower and the Guarantor pursuant
to which the Bank has agreed to extend credit and make loans to the Borrower, as
more fully set forth therein; and

     WHEREAS, the execution and delivery of this Agreement by the Guarantor is a
condition  precedent  to the Bank  making  the  Loans  described  in the  Credit
Agreement.

     NOW, THEREFORE,  in order to induce the Bank to make the Loan as aforesaid,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby  acknowledged,  the Guarantor does hereby agree for the benefit
of the Bank as follows:

                                    ARTICLE I

     1.1 Definitions. Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement.

     1.2  Guaranty.   The  Guarantor  hereby  irrevocably  and   unconditionally
guarantees to the Bank the prompt,  punctual, and full payment when due (whether
at stated  maturity,  by  acceleration  or otherwise)  of all of the  Borrower's
obligations  under  the  Notes  and  the  Loan  Documents,   including,  without
limitation,  all principal,  interest (including  post-petition  interest in the
event the Borrower files or has filed against it a petition in  bankruptcy)  and
all other amounts  payable under the Notes and the Loan  Documents,  as the same
may be modified, extended or replaced (collectively, the "Obligations").

     1.3 Guaranty Unconditional.  The obligations of the Guarantor hereunder are
irrevocable,   absolute,   and   unconditional,   irrespective   of  the  value,
genuineness, validity, regularity, or enforceability of any Loan Document or any
term or provision  thereof or of any other document  relating to the Obligations
or any other  circumstance  which might  otherwise  constitute a legal or

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equitable discharge or defense of a surety or guarantor.

     1.4 Consent. The Guarantor hereby consents that any or all of the following
actions may be taken or things done without  notice to the Guarantor and without
affecting the liability of the Guarantor under this Agreement or any of the Loan
Documents:

     (a) The time for  performance of or compliance  with any of the Obligations
may be accelerated  or extended or such  performance or compliance may be waived
by  the  Bank   (including,   without   limitation,   the  renewal,   extension,
acceleration,  or other  change  in time of  payment,  or other  terms  of,  the
Obligations such as an increase or decrease in the rate of interest thereon);

     (b) Any of the  acts  referred  to in the  Loan  Documents  and  the  other
documents  executed and  delivered in  connection  therewith  may be  performed,
including  without  limitation,  the making of any Advance or Term Advance which
may be made thereunder from time to time;

     (c) The terms of any of the  Obligations  or any term or  condition  in any
Loan Document may be amended by the parties thereto and the Bank for the purpose
of adding any  provisions  thereto or  changing  in any manner the rights of the
Bank or of such parties thereunder;

     (d) Any  collateral  which  has been  granted,  is  herein  granted  or may
hereafter  be granted by the  Borrower or any party to the Bank to secure all or
any  part of the  Obligations,  including  without  limitation,  the  collateral
described in the Loan Documents  (collectively,  the "Bank  Collateral")  may be
exchanged,  surrendered,  or  otherwise  dealt  with,  and the  Bank's  interest
thereunder  may be released and may or may not be perfected,  all as the Bank in
its sole discretion may determine;

     (e)  The  Bank  may  apply  any of the  aforesaid  Bank  Collateral  to the
Obligations and direct the order or manner of sale thereof,  including,  without
limitation, a nonjudicial sale, as the Bank may in its sole discretion determine
(in accordance with the terms and conditions of the relevant Loan Documents with
respect  thereto),   all  without  affecting  the  liability  of  the  Guarantor
hereunder; and

     (f) The Bank may take any action or permit or waive any action or  inaction
on the part of any party with respect to the Obligations and any Bank Collateral
or other security  granted in connection  therewith,  all without  affecting the
liability of the Guarantor hereunder.

     1.5 The Bank Collateral.  The Guarantor  acknowledges  that its obligations
hereunder will not be affected by (i) the


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Bank's  failure to properly  create a lien on or  security  interest in the Bank
Collateral,  (ii) the  Bank's  failure to create or  maintain  a  priority  with
respect to the lien on, or  security  interest  purported  to be created in, the
Bank  Collateral or (iii) any act or omission of the Bank (whether  negligent or
otherwise) which adversely affects the Bank's purported security interest in the
Bank  Collateral  or lien thereon or the priority of such  security  interest or
lien.

     1.6  Tolling of Statute  of  Limitations.  The  Guarantor  agrees  that any
payment of any of the  Obligations or other acts which shall toll any statute of
limitations  applicable  to the  Obligations  shall  also  toll the  statute  of
limitations applicable to the Guarantor's liability hereunder.

     1.7 Waiver.  The Guarantor hereby expressly waives diligence,  presentment,
demand for payment, protest, the benefit of any statute of limitations affecting
the  Borrower's  liability  under any Loan Document or the  enforcement  of this
Agreement,  the  benefit of any act or  omission  by the Bank which  directly or
indirectly  results  in or aids  the  discharge  of the  Borrower  or any of the
Obligations by operation of law or otherwise, all notices whatsoever, including,
without limitation, notice of acceptance of this Agreement, the incurring of the
Obligations  or  notice  of any  default  or Event  of  Default  under  the Loan
Documents, and any requirement that the Bank exhaust or enforce any right, power
or remedy or proceed  against the  Borrower,  the Bank  Collateral  or any other
security  for, or any other  guarantor of, or any other party liable for, any of
the Obligations. The Guarantor specifically agrees that it will not be necessary
or required,  and the Guarantor shall not be entitled to require,  that the Bank
file suit or proceed to assert or obtain a claim for personal  judgment  against
the  Borrower  for the  Obligations  or to make  any  effort  at  collection  or
enforcement of the Obligations from the Borrower or foreclosure  against or seek
to realize  upon the Bank  Collateral  or any other  security  now or  hereafter
existing for the Obligations or this Agreement or file suit or proceed to obtain
or assert a claim for the  Obligations  or make any effort at  collection of the
Obligations  from any such party or exercise or assert any other right or remedy
to which the Bank is or may be entitled in connection  with the  Obligations  or
any security or guarantee  relating thereto or assert or file any claims against
the assets of the Borrower or other person  liable for the  Obligations,  or any
part  thereof,  before or as a  condition  of  enforcing  the  liability  of the
Guarantor   hereunder.   The  Guarantor  expressly  waives  any  requirement  of
marshalling of assets.

     1.8 Certain Rights.  The Bank may pursue its rights and remedies under this
Agreement  and shall be entitled to payment  hereunder  notwithstanding  (i) any
other guarantee by any other party of all or any part of the  Obligations,  (ii)
any action taken


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by the Bank to enforce any of its rights or remedies under such other  guarantee
or any  security  agreement,  mortgage  or deed of trust,  or (iii) any  payment
received under such other guarantee or any security agreement,  mortgage or deed
of trust (except as to the amount of such payment). In pursuing its rights under
this Agreement or any Loan Document, the Bank need not join the Guarantor in any
suit against the Borrower or join the Borrower or other  guarantors  in any suit
against the  Guarantor.  The  Guarantor  waives any right to require the Bank to
give notice of terms,  time, and place of any public or private sale of any Bank
Collateral or any other security  granted in connection  with the Obligations or
to comply with any other  provisions of Section 9-504 of the Uniform  Commercial
Code.

     1.9 Continuing Guaranty.  This Agreement shall be a continuing guaranty and
any other  guarantor or guarantors of all or a portion of the Obligations may be
released without affecting the liability of the Guarantor hereunder.

     1.10 No Subrogation.  Until the Obligations have been satisfied and paid in
full and the Bank has no further  obligation to make any Advance,  the Guarantor
hereby  irrevocably  and  unconditionally  waives (a) all rights of subrogation,
reimbursement,  contribution,  indemnification,  setoff  or  other  recourse  in
respect of sums paid or payable by the Guarantor  hereunder,  (b) all statutory,
contractual,  common law, equitable and other claims against the Borrower and/or
its assets or any other guarantor and (c) all other benefits which the Guarantor
might  otherwise  directly or indirectly  receive or be entitled to by reason of
any amounts paid by or collected or due from (i) the Guarantor  hereunder,  (ii)
the Borrower, or (iii) any other guarantor,  including,  but not limited to, any
rights which the Guarantor may have by reason of any rights, powers, or remedies
of the Borrower in connection with any  anti-deficiency or similar laws limiting
or qualifying the Obligations.

     1.11  Reinstatement.  The  liability of the  Guarantor  hereunder  shall be
reinstated  and revived and the rights of the Bank shall  continue if and to the
extent  that for any  reason  any  payment  by or on behalf of the  Borrower  is
rescinded or must be otherwise  restored by the Bank, whether as a result of any
proceedings  in bankruptcy or  reorganization  or otherwise,  all as though such
amount had not been paid.

     1.12  Compromise  and  Settlement.  No  compromise,   settlement,  release,
renewal, extension, indulgence, change in, waiver, or modification of any of the
Obligations or the release or discharge of the Borrower from the  performance of
any of the  Obligations  shall  release or  discharge  the  Guarantor  from this
Agreement.


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     1.13  Insolvency.  The voluntary or involuntary  liquidation,  dissolution,
sale  or  other   disposition  of  all  or  substantially  all  the  assets  and
liabilities, or receivership, insolvency, bankruptcy, assignment for the benefit
of creditors,  reorganization, or other proceeding affecting the Borrower or the
disaffirmance  of any Loan Document in any such proceeding  shall not release or
discharge the Guarantor from this Agreement.

     1.14 Further Payments. The Guarantor further agrees to pay forthwith,  upon
demand, all costs and expenses (including  reasonable  attorneys' fees) incurred
or expended by the Bank in connection with the enforcement of this Agreement.

     1.15 Financial Condition. The Guarantor acknowledges and agrees that (i) it
is aware of, and has reviewed and analyzed,  the present and projected financial
condition  of the  Borrower,  (ii)  it has  not  relied  upon  any  information,
representation or warranty of the Bank regarding the financial  condition of the
Borrower,  (iii) the Bank has no obligation  to provide the  Guarantor  with any
financial information or other information of any kind regarding the Borrower or
any matter under the Loan Documents, including without limitation, any notice of
any kind thereunder, (iv) it has made its own due diligence investigation of the
Borrower and its  financial  condition and (v) it hereby waives and shall not be
entitled to assert as a defense or  counterclaim  any matter,  claim or cause of
action  regarding or arising from the present or future  financial  condition of
the Borrower.

                                   ARTICLE II

     2.1 Representations and Warranties.  The Guarantor  represents and warrants
to the Bank as follows:

     (a) The Guarantor (i) is presently  (but not as of any date  hereafter) the
record and beneficial owner of  approximately  50% of the issued and outstanding
capital  stock of the  Borrower  and (ii) will  derive  economic  and  financial
benefit from the making of the Loans.

     (b) The  Guarantor  has full power and  authority  to execute,  deliver and
perform any action which may be necessary or advisable to carry out the terms of
this  Agreement;  and this Agreement has been duly executed and delivered by the
Guarantor  and is the  legal,  valid and  binding  obligation  of the  Guarantor
enforceable in accordance with its terms.

     (c) The execution,  delivery and performance of this Agreement will not (1)
violate  any  provision  of any  existing  law,  statute,  rule,  regulation  or
ordinance,  (2)  conflict  with,  result in a breach of or  constitute a default
under (a) the  certificate of  incorporation  or by-laws of the Guarantor or (b)
any  order,  


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judgment,  award or  decree  of any  court,  governmental  authority,  bureau or
agency, or (c) any mortgage,  lease,  contract or other agreement or undertaking
to  which  the  Guarantor  is a party or by which  the  Guarantor  or any of its
properties or assets may be bound,  and (3) result in the creation or imposition
of any lien upon or with  respect  to any  property  or asset  now or  hereafter
acquired by the Guarantor other than the liens created by the Loan Documents.

     (d) No consent,  license,  permit,  approval or authorization of, exemption
by, notice to, report to, or registration, filing or declaration with any person
is required in connection with the execution,  delivery, performance or validity
of this Agreement or the transactions contemplated hereby.

                                   ARTICLE III

     3.  Remedies.  Upon the  occurrence  of an Event of Default or in the event
that any portion of the  Obligations  shall have been  declared  due and payable
(whether at the stated maturity, by acceleration or otherwise), the Bank may, in
addition  to all other  rights and  remedies  as may be  available  at law or in
equity or under the terms of any of the Loan  Documents  and  without  demand of
performance or other demand,  advertisement  or notice of any kind,  immediately
set off any or all of the  Obligations  against any  property  of the  Guarantor
which may now or  hereafter  be in the Bank's  possession  or control,  and such
right of setoff  shall be deemed to have  been  exercised  immediately  upon the
occurrence  of such Event of Default even though such setoff is not noted on the
records of the Bank until a later time.  The  Guarantor  shall be liable for the
deficiency  if the  proceeds  of any  sale  or  other  disposition  of any  Bank
Collateral  are  insufficient  to pay all  amounts to which the Bank is entitled
hereunder,  including the fees of any attorneys  employed by the Bank to collect
such deficiency.

                                   ARTICLE IV

     4.1 No Waiver;  Cumulative Remedies. No failure to exercise and no delay in
exercising,  on the part of the Bank, any right,  power or privilege  hereunder,
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  power or privilege  hereunder preclude any other or further exercise
thereof or the exercise  thereof or the  exercise of any other  right,  power or
privilege.  The rights and  remedies  herein  provided  are  cumulative  and not
exclusive of any rights or remedies provided by law.

     4.2  Amendment.  No  modification,  amendment or waiver of any provision of
this Agreement shall be effective unless the same shall be in writing and signed
by the Bank and then any such waiver or consent  shall be effective  only in the
specific instance and for 


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<PAGE>

the purpose for which given.

     4.3 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto,  all future holders of the Obligations and
their respective successors and assigns.

     4.4  Severability.  In case any one or more of the provisions  contained in
this Agreement should be invalid,  illegal or unenforceable in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

     4.5 No Third Party Rights.  This Agreement is solely for the benefit of the
Bank and its successors  and assigns,  and no other person shall have any right,
benefit,  priority or interest  in, under or because of the  existence  of, this
Agreement.

     4.6 Notice. All notices and other  communications given to or made upon any
party hereto in connection herewith shall be in writing and mailed (by certified
or  registered  United States mail,  postage  prepaid) or delivered by overnight
courier or hand delivery to the respective parties hereto in accordance with the
provisions of the Credit Agreement.  Any notice to the Borrower shall constitute
sufficient notice to the Guarantor hereunder.

     4.7 Acknowledgment by Guarantor. The Guarantor acknowledges that:

          (i) it has been represented by counsel in the  negotiation,  execution
     and  delivery  of  this  Guaranty  and the  other  documents  executed  and
     delivered to the Bank in connection herewith;

          (ii)  the  Bank  has no  fiduciary  relationship  with  or duty to the
     Guarantor   arising  out  of  or  in  connection  with  the  Notes  or  the
     indebtedness  evidenced thereby and the relationship  between the Guarantor
     and the Bank is solely that of debtor and creditor; and

          (iii) no joint venture is created hereby or otherwise exists by virtue
     of the transactions contemplated hereby between the Bank and the Guarantor.

     4.8  Waiver  of  Jury  Trial.   THE  GUARANTOR   HEREBY   IRREVOCABLY   AND
UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTY OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH
THE INDEBTEDNESS EVIDENCED HEREBY AND FOR ANY COUNTERCLAIM THEREIN.

     4.9  Governing  Law. THIS  GUARANTY AND THE RIGHTS AND  


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OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND  CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY.

     IN WITNESS  WHEREOF,  the Guarantor  has duly  executed and delivered  this
Agreement as of the day and year first above written.

ATTEST:                                      BLUE CROSS AND BLUE SHIELD
                                               OF NEW JERSEY, INC.

By:____________________________              By:_____________________________
   Name:                                        Name:
   Title:                                       Title:


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