**EXHIBIT
          10.50**
 
 **FIRST
          AMENDMENT TO EMPLOYMENT AGREEEMENT**
 
 
 THIS
          FIRST AMENDMENT dated as
          of November 11, 2005, to the Employment Agreement (“Employment Agreement”)
          between CareAdvantage, Inc. (“Company”) and Dennis J. Mouras (“Employee”), dated
          as of October 25, 2000.
 
 WHEREAS ,
          the
          Employment Agreement presently provides Employee with a monthly automobile
          allowance of $1,500, grossed-up for federal and state tax
          liability;
 
 WHEREAS ,
          the
          parties desire to increase such allowance to $3,000 per month, grossed-up
          for
          federal and state tax liability, on account of increases since October
          2000 in
          Employee’s costs for commuting;
 
 NOW,
          THEREFORE ,
          in
          consideration of the premises and other valuable consideration, the parties
          agree as follows:
 
 1.
                Effective
                    December 1, 2005, Section 2(e) of Exhibit A to the Employment
                    Agreement is
                    amended by substituting “$3,000” for
“1,500.”
 
 2.
                In
                    all other respects, the Employment Agreement shall remain in
                    full force
                    and effect.
 
 IN
          WITNESS WHEREOF ,
          the
          parties have executed this First Amendment as of the date set forth
          above.
 
 
 CAREADVANTAGE,
                    INC.
                DENNIS
                    J. MOURASBY:
                    /s/ Dennis J.
                    Mouras
                /s/
                    Dennis J.
                    Mouras
  
 
 **EMPLOYMENT
          AGREEMENT**
 
 
 AGREEMENT
          dated as of October 25, 2000 (“Commencement Date) by and between CareAdvantage,
          Inc. (“Company”) and Dennis J. Mouras (“Employee”).
 
 1.  **Employment** .
          Company
          agrees to employ Employee, and Employee agrees to be so employed, in the
          capacity of President and Chief Operating Officer at the Company’s headquarters,
          and shall have the duties customary to such office and such ancillary and
          other
          duties as the Chief Executive Officer and/or Board of Directors shall reasonably
          determine.
 
 2.  **Time
          and Efforts** .
          Employee shall diligently and conscientiously devote his full and exclusive
          time
          and attention and best efforts in discharging his duties as Senior Vice
          President for Marketing and Sales.
 
 3.  **Compensation** .
 
 3.1  **Salary** .
          Commencing upon the Commencement Date, the Company shall pay Employee
          compensation for his services at an annual rate of $285,000. This amount
          shall
          be paid in bi-weekly installments. The Company shall deduct from all
          compensation due the Employee applicable payroll taxes, withholding taxes
          and
          other required amounts.
 
 3.2  **Waiver
          of Commissions** .
          In
          consideration of the various agreements set forth herein, Employee agrees
          to
          waive any claim for commissions that have not been paid as of the Effective
          Date
          to which he would otherwise be entitled under the agreement between him
          and the
          Company dated as of April 19, 1999, as amended.
 
 4.  **Stock
          Options and**  **Fringe
          Benefits** .
          The
          Company shall provide the Employee with the stock options and fringe benefits
          as
          described in Exhibit A.
 
 5.  **Expense
          Reimbursement** .
          The
          Company shall reimburse Employee for all reasonable and necessary expenses
          incurred in carrying out his duties under this Agreement. Employee shall
          present
          to the Company from time to time an itemized account of such expenses in
          any
          form required by the Company.
 
 6.  **Term** .
          Except
          as otherwise provided, this Agreement shall be for a one-year term ending
          on the
          anniversary of the Commencement Date and shall renew for successive one-year
          terms unless at least sixty (60) days prior to an anniversary of the
          Commencement Date either party gives notice to the contrary.
 
 7.  **Termination
          Without Cause** .
 
 (a)  The
          Company may without cause terminate this Agreement at any time by notifying
          the
          Employee of such termination. In such event, the Employee shall continue
          to
          render his services and shall be paid salary in accordance with Section
          3.1 up
          to the date of termination and a severance payment thereafter for six (6)
          months
          from the date of termination. In the event the Employee is terminated without
          cause following a “change of control” of the Company, then the preceding
          sentence shall be applied by substituting “one (1) year” for “six (6) months”.
          For purposes of this section, “change of control” shall mean any of the
          following events: (a) the Company sells substantially all of its assets
          (regardless of whether this Agreement is assigned in connection with such
          sale);
          (b) at least 50 percent of the vote or 50 percent of the value of the Company’s
          stock is sold, exchanged, or otherwise disposed of, in one transaction;
          or (c)
          there is a merger or consolidation of the Company in a transaction in which
          the
          Company’s stockholders receive 50 percent or less of the outstanding vote or
          value in the new or continuing Company.
 
  (b)  The
          Employee may without cause terminate this Agreement by giving sixty (60)
          days’
          written notice to the Company. In such event, the Employee shall continue
          to
          render his services and shall be paid salary in accordance with Section
          3.1 up
          to the date of termination. Thereafter, the Employee shall receive no salary
          under Section 3.1 nor any severance payment.
 
 8.  **Termination
          With Cause** .
          The
          Company may for cause terminate this Agreement at any time by notifying
          the
          Employee of such termination and the cause therefor, which cause may include,
          but not be limited, to death and disability. In such event, Section 7 shall
          not
          apply, and the Employee shall receive no salary under Section 3.1 after
          the date
          of termination.
 
 9.  **Confidentiality,
          Invention and Non-Solicitation Agreement** .
          Simultaneously with the execution of this Agreement, the parties shall
          execute
          the agreement entitled “Confidentiality, Invention and Non-Solicitation
          Agreement.”
 
 10.  **Notices.** All
          notices required or permitted to be given under this Agreement shall be
          given by
          certified mail, return receipt requested, to the parties at the following
          addresses or to such other addresses as either may designate in writing
          to the
          other party.
 
 If
          to
          Company:
 
 Chief
          Executive Officer
 CareAdvantage,
          Inc.
 485-C
          Route 1 South
 Iselin,
          New Jersey 08830
 
 If
          to
          Employee:
 
 One
          Great
          Woods Lane
 Malvern,
          Pennsylvania 19355
 
 11.  **Governing
          Law** .
          This
          Agreement shall be construed and enforced in accordance with the laws of
          the
          state of New Jersey.
 
 12.  **Amendments.** This
          Agreement may be amended only in writing, signed by both parties.
 
 13.  **Non-Waiver** .
          A delay
          or failure by either party to exercise a right under this Agreement, or
          a
          partial or single exercise of that right, shall not constitute a waiver
          of that
          or any other right.
 
 14.  **Binding
          Effect** .
          The
          provisions of this Agreement, which shall replace all other letters and
          agreements between Employee and Company regarding the subject matter hereof
          including but not limited to the April 19, 1999 Employment Agreement between
          the
          parties, as amended, shall be binding upon and inure to the benefit of
          both
          parties and their respective successors and assigns.
  
 IN
          WITNESS WHEREOF, Company has by its appropriate officers, signed and affixed
          its
          seal and Employee has signed and sealed this Agreement.
 
 
 **CAREADVANTAGE,
                    INC.**
                **DENNIS
                    J. MOURAS**By:
                    /s/ Christopher
                    Minor
                /s/
                    Dennis J.
                    Mouras
 
  EXHIBIT
          A
 
 **STOCK
          OPTIONS AND FRINGE BENEFITS**
 
 1.  **Stock
          Options** .  Employee
          shall be granted incentive stock options in the Company from and in accordance
          with the Company’s Stock Option Plan (“Plan”) to purchase 2,500,000 shares of
          the Company’s Common Stock at $.11 per share in accordance with the vesting
          schedule in the Plan ( *i.e.* ,
          1/3
          after one year and 1/24 per month thereafter). Notwithstanding any provision
          in
          the Plan to the contrary, however, in the event Company terminates Employee’s
          employment without cause, options vested under this grant prior to Employee’s
          termination will not expire on account of his termination.
  2.  **Fringe
          Benefits** .  The
          Employee shall be entitled to the following fringe benefits:
 
 (a)  vacation
          leave in the amount of 20 days per year, accruing at the rate of 1.67 days
          per
          month;
 
 (b)  other
          leave (sick leave, personal time, and holidays) in the amount and on the
          same
          terms and conditions as provided to other employees of the Company;
 
 (c)  medical
          insurance, life insurance, and participation in the Company’s 401(k) plan on the
          same terms and conditions as these benefits are provided to other employees
          of
          the Company; and
 
 (d)  disability
          insurance (long- and short-term) on the same terms and conditions as provided
          to
          senior management of the Company; and
 
 (e)  a
          monthly
          automobile allowance of $1,500, grossed-up for federal and state tax
          liability.
 
 
  
 **CAREADVANTAGE,
          INC.**
 
 **CONFIDENTIALITY,
          INVENTION AND NON-SOLICITATION AGREEMENT**
  I,
          Dennis
          J. Mouras, as partial consideration for my employment by CareAdvantage,
          Inc. or
          its subsidiaries and affiliates (including without limitation CareAdvantage
          Health Systems, Inc. and Contemporary HealthCare Management, Inc.) or successors
          in business (hereinafter individually and collectively the “Company”), and for
          the compensation to be paid to me during the continuance of such employment,
          enter into this Confidentiality, Invention and Non-Solicitation Agreement
          (hereinafter “Agreement”) as follows:
 
 **1.
          Non-Interference With Third-Party Rights**
 
 1.1  I
          understand that my employment with the Company is based on (a) my representation
          that I am free to undertake employment with the Company and the duties
          and
          obligations imposed under this Agreement without breach of any other agreement
          (whether written or oral) or duty to another party, and (b) my acknowledgment
          that the Company is entitled to the benefit of my work. I further understand
          that the Company has no interest in using any person’s patents, copyrights,
          trade secrets or trademarks in an unlawful manner. As such, I shall not
          misapply
          proprietary rights that the Company has no rights to use.
 
 **2.
          Confidentiality of Trade Secrets and Business Information**
 
 2.1  I
          acknowledge that during the course of my employment, I may develop and
          obtain
          access to trade secrets and confidential business information of the Company.
          Under the law a “trade secret” is a type of intangible property, and its theft
          is a crime in most states. A trade secret generally consists of valuable,
          secret
          information or ideas that the Company collects or uses in order to keep
          its
          competitive edge. Examples of trade secrets are system designs, computer
          programs and software, proprietary clinical protocols, operating processes,
          and
          any other proprietary technology. “Confidential business information,” which the
          Company also treats as proprietary, consists of all other competitively
          sensitive information kept in confidence by the Company. Examples of
          confidential business information are selling and pricing information and
          procedures, business and marketing plans, and internal financial
          statements.
 
 2.2  I
          agree
          to not use or disclose any trade secrets to which I am exposed or have
          access to
          in the course of my employment with the Company, whether such trade secrets
          belong to the Company (including trade secrets embodied or contained in
          any
          Employee Developments as defined in Section 4.1) or to third parties, during
          my
          employment and for so long afterward as the pertinent information or data
          remain
          trade secrets, whether or not the trade secrets are in written or tangible
          form,
          except as required and authorized during the performance of my duties.
          I further
          agree to not use or disclose any confidential business information to which
          I am
          exposed or have access to in the course of my employment with the Company,
          whether such information belongs to the Company (including confidential
          business
          information embodied or contained in any Employee Developments as defined
          in
          Section 4.1) or to third parties, during my employment and for so long
          afterward
          as the pertinent information or data remain confidential business information,
          whether or not the confidential business information is in written or tangible
          form, except as required and authorized during the performance of my
          duties.
 
  
 **3.
          Return of Company Property**
 
 3.1  At
          the
          request of the Company, and in any event, at the time of termination of
          my
          employment, I will return all records, materials and other physical objects
          that
          pertain to the Company’s business or to my employment, including but not limited
          to all memoranda, notes, records, drawings, manuals, documents, papers,
          computer
          software and passwords or other identification materials (including all
          copies
          thereof). I will also return to the Company all materials involving any
          trade
          secrets or confidential business information of the Company. The foregoing
          obligations apply to all materials relating to the affairs of the Company
          or to
          any of its customers, clients, vendors or agents which may be in may possession
          or control.
 
 **4.
          Ownership of Employee Developments**
 
 4.1  The
          Company shall be entitled to own and to control all care management, medical,
          technological, operating, and training ideas, processes and materials that
          are
          developed or conceived by me, solely or jointly with others, at any time
          during
          my employment with the Company to the extent that they relate to the Company’s
          then present business (collectively known as “Employee Developments”).
          Accordingly, I will promptly disclose and make available to the Company
          all work
          papers, models or other tangible embodiments of such Employee Developments.
          Further, I will deliver and assign to the Company all copyrights, inventions,
          discoveries, improvements and trade secrets (whether or not patentable),
          including all interests in computer programs, arising in connection with
          my
          employment with the Company, and I will take whatever steps may be needed
          to
          give the Company the full and exclusive benefit of them. To the fullest
          extent
          permitted by applicable law, all such inventions and developments shall
          be
          considered work made for hire under applicable law, and I shall assign
          to the
          Company all other rights that I may have in any such inventions and
          developments.
 
 **5.
          Non-Solicitation**
 
 5.1  I
          agree
          that during the period commencing on the date hereof to and including the
          first
          anniversary of the date on which I cease to be employed by the Company
          (the
“Non-Solicitation Period”), I and any entity in which I have an equity interest
          shall not solicit any customer of the Company or any prospective customer
          of the
          Company to provide (i) utilization review of inpatient or outpatient care,
          managed care services, or disease management services (collectively, “Care
          Management Services”), or (ii) training with respect to Care Management
          Services. For purposes of this Section, a “prospective customer of the Company”
          includes (A) any entity to which, during the period of my employment with
          the
          Company, the Company has made a proposal to provide Care Management Services
          or
          training with respect to Care Management Services, or (B) any entity that
          the
          Company specifically identifies as a prospective customer, in good faith,
          during
          the term of my employment with the Company; a “prospective customer” shall not
          include an entity that would otherwise meet the definition of Clause (A)
          where
          such entity has expressly indicated to the Company (prior to any solicitation
          by
          me or an entity in which I have an equity interest) that it is not interested
          in
          becoming a customer of the Company. Notwithstanding the foregoing, however,
          this
          Section shall not be deemed to prevent me from (a) investing in securities
          if
          such class of securities in which the investment is so made is listed on
          a
          national securities exchange or is issued by a company registered under
          Section
          12(g) of the Securities Exchange Act of 1934, so long as such investment
          holdings do not, in the aggregate, constitute more than 1% of the voting
          stock
          of any company’s securities, or (b) making passive investments in which I do not
          participate in management. I further agree that during the Non-Solicitation
          Period, I shall not seek or accept employment, an affiliation, a consultancy
          or
          any other arrangement with any entity with which Company, at the time of
          the
          termination of my employment, has or is negotiating a business relationship
          other than as a vendor to the Company.
 
 5.2  I
          acknowledge that I have been employed for my special talents. I further
          acknowledge that my training, experience and technical skills are of such
          breadth that the foregoing obligations will not unreasonably impair my
          ability
          to engage in business activity after the termination of my employment.
 
  5.3  I
          agree
          that I will not, during the Non-Solicitation Period, hire or offer to hire
          or
          entice away or in any other manner persuade or attempt to persuade, either
          in my
          individual capacity or as agent for another, any of Company’s officers,
          employees, or agents to discontinue their relationship with the Company.
          I
          further agree that I will not, during the Non-Solicitation Period, contract,
          solicit or divert or attempt to contact or divert from the Company any
          business
          whatsoever by influencing or attempting to influence any customer or account
          of
          the Company at the time of termination of my employment.
 
 **Section
          6. Other Terms**
 
 6.1  This
          Agreement shall inure to the benefit of, and shall be binding upon, the
          Company
          and its subsidiaries and affiliates, together with their successors, and
          me,
          together with my executor, administrator, personal representative, heirs
          and
          legatees.
 
 6.2  This
          Agreement merges with and supersedes all prior and contemporaneous agreements
          and understandings (except the Employment Agreement between the parties
          executed
          contemporaneously herewith), whether written or oral, express or implied,
          to the
          extent they contradict or conflict with the provisions hereof.
 
 6.3  If
          any
          term of this Agreement is found to be unlawful or unenforceable in any
          respect,
          the courts shall enforce such term, in whole or in part, and all other
          terms of
          this Agreement to the fullest extent possible.
 
 6.4  Irreparable
          harm should be presumed if this Agreement is breached in any way. Damages
          would
          be impossible to ascertain, and the faithful observance of all terms of
          this
          Agreement is an essential condition of employment with the Company. Furthermore,
          this Agreement is intended to protect the proprietary rights of the Company
          in
          important ways, and even the threat of any misuse of any proprietary information
          disclosed to or developed by me under this Agreement would be extremely
          harmful
          because of the importance and value of such material. In light of these
          considerations, I agree that upon the Company’s request a court of competent
          jurisdiction should immediately enjoin any breach of this Agreement upon
          proof
          of such matters as may be required by such court, other than irreparable
          harm
          which should be presumed as aforesaid. In addition, the Company is released
          from
          the requirement to post any bond in connection with a grant of a temporary
          or
          interlocutory relief, to the extent permitted by law.
 
 6.5  My
          obligations under this Agreement shall remain unaffected by the termination
          of
          my employment with the Company.
 
 6.6  This
          Agreement shall be governed by and enforced in accordance with the laws
          of the
          State of New Jersey.
 
 
 **CAREADVANTAGE,
                    INC.**
                **DENNIS
                    J. MOURAS**By:
                    /s/ Christopher
                    Minor
                /s/
                    Dennis J.
                    Mouras