**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 September 30, 2005**

**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)             |

----

**CareAdvantage,        Inc. and Subsidiaries**

**Form        10-QSB**

**For        the three and nine months ended September 30, 2005**

**I        N D E X**

|                                                |                                                                            |
|-----------------------------------------------------|---------------------------------------------------------------------------------|
| **Part                  I - Financial Information** |                                                                            |
|                                                |                                                                            |   |
| Item                  1.                            | Financial                  Statements                                           |   |
|                                                |                                                                            |   |
| ·                                              | Condensed                  Consolidated Balance Sheets -                        |   |
|                                                | September                  30, 2005 (Unaudited) and December 31, 2004           | 2 |
|                                                |                                                                            |   |
| ·                                              | Condensed                  Consolidated Statements of Operations (Unaudited) -  |   |
|                                                | Three                  and Nine months ended September 30, 2005 and             |   |
|                                                | September                  30, 2004                                             | 3 |
|                                                |                                                                            |   |
| ·                                              | Condensed                  Consolidated Statements of Cash Flows (Unaudited)-   |   |
|                                                | Nine                  months ended September 30, 2005 and September 30, 2004    | 4 |
|                                                |                                                                            |   |
| ·                                              | Notes                  to Unaudited Condensed Consolidated Financial Statements | 5 |
|                                                |                                                                            |   |
| Item                  2.                            | Management’s                  Discussion and Analysis of                  |   |
|                                                | Financial                  Condition and Results of Operations                  | 7 |
|                                                |                                                                            |   |
| Item                  3.                            | Controls                  and Procedures                                        | 10 |
|                                                |                                                                            |   |
| **Part                  II - Other Information**    |                                                                            |
|                                                |                                                                            |   |
| Item                  1.                            | Legal                  Proceedings                                              | 11 |
|                                                |                                                                            |   |
| Item                  2.                            | Unregistered                  Sales of Equity Securities and Use of Proceeds    | 11 |
|                                                |                                                                            |   |
| Item                  3.                            | Defaults                  Upon Senior Securities                                | 11 |
|                                                |                                                                            |   |
| Item                  4.                            | Submission                  of Matters to a Vote of Security Holders            | 11 |
|                                                |                                                                            |   |
| Item                  5.                            | Other                  Information                                              | 11 |
|                                                |                                                                            |   |
| Item                  6.                            | Exhibits                                                                        | 11 |
|                                                |                                                                            |   |
| **Signatures**                                      |                                                                            | 12 |

----

**PART        I - FINANCIAL INFORMATION**

**ITEM        1. Financial Statements**

**CAREADVANTAGE,        INC AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED BALANCE SHEETS**

|                                                                           |   | **September                  30,** |        | **December                  31,** |   |
|--------------------------------------------------------------------------------|--------|------------------------------------|-------------|-----------------------------------|--------|
| **ASSETS**                                                                     |   | **2005**                           |        | **2004**                          |   |
|                                                                           |   | **Unaudited**                      |        | **Audited**                       |   |
| Current                  assets:                                               |   |                               |        |                              |   |
| Cash                  and cash equivalents                                     |   | $                                  | 311,000     |                              | $      | 1,488,000 |   |
| Restricted                  cash                                               |   |                               | -           |                              |   | 100,000 |   |
| Accounts                  receivable for services                              |   |                               | 393,000     |                              |   | 147,000 |   |
| Other                  current assets                                          |   |                               | 70,000      |                              |   | 163,000 |   |
| Total                  current assets                                          |   |                               | 774,000     |                              |   | 1,898,000 |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Property                  and equipment, at cost less accumulated depreciation |   |                               | 168,000     |                              |   | 226,000 |   |
| Intangible                  assets                                             |   |                               | 3,000       |                              |   | 61,000 |   |
| Other                  assets                                                  |   |                               | 167,000     |                              |   | 74,000 |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Total                  Assets                                                  |   | $                                  | 1,112,000   |                              | $      | 2,259,000 |   |
|                                                                           |   |                               |        |                              |   |   |   |
| **LIABILITIES                  AND STOCKHOLDERS' EQUITY**                      |   |                               |        |                              |   |   |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Current                  liabilities:                                          |   |                               |        |                              |   |   |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Accounts                  payable                                              |   | $                                  | 134,000     |                              | $      | 62,000 |   |
| Accrued                  compensation and related benefits                     |   |                               | 70,000      |                              |   | 96,000 |   |
| Accrued                  expenses and other current liabilities                |   |                               | 86,000      |                              |   | 131,000 |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Total                  current liabilities                                     |   |                               | 290,000     |                              |   | 289,000 |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Long                  term liabilities:                                        |   |                               |        |                              |   |   |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Deferred                  rent                                                 |   |                               | 132,000     |                              |   | - |   |
|                                                                           |   |                               |        |                              |   |   |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Total                  Liabilities                                             |   | $                                  | 422,000     |                              | $      | 289,000 |   |
|                                                                           |   |                               |        |                              |   |   |   |
| 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 99,794,152              |   |                               |        |                              |   |   |   |
| shares                  and outstanding 53,417,221 shares                      |   |                               | 107,000     |                              |   | 100,000 |   |
| Additional                  capital                                            |   |                               | 23,965,000  |                              |   | 23,801,000 |   |
| Deferred                  compensation cost                                    |   |                               | (44,000     | )                                 |   | - |   |
| Accumulated                  deficit                                           |   |                               | (23,076,000 | )                                 |   | (21,669,000 | ) |
| Treasury                  stock at cost, 53,394,820 shares                     |   |                               | (262,000    | )                                 |   | (262,000 | ) |
|                                                                           |   |                               |        |                              |   |   |   |
| Total                  Stockholders' Equity                                    |   |                               | 690,000     |                              |   | 1,970,000 |   |
|                                                                           |   |                               |        |                              |   |   |   |
| Total                  Liabilities and Stockholders' Equity                    |   | $                                  | 1,112,000   |                              | $      | 2,259,000 |   |

----

**CAREADVANTAGE,        INC. AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED STATEMENTS OF OPERATIONS**

**(UNAUDITED)**

|                                                         |   | **Three                  Months Ended** |                    | **Nine                  Months Ended** |   |
|--------------------------------------------------------------|--------|-----------------------------------------|-------------------------|----------------------------------------|--------|
|                                                         |   | **September                  30,**      |                    | **September                  30,**     |   |
|                                                         |   | **2005**                                |                    | **2004**                               |   | **2005** |   | **2004** |   |
| License                  fees and service revenue            |   | $                                       | 755,000                 |                                   | $      | 381,000 |   | $ | 1,946,000 |   | $ | 1,902,000 |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Costs                  of services                           |   |                                    | 376,000                 |                                   |   | 405,000 |   |   | 1,049,000 |   |   | 1,389,000 |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Gross                  (loss)/profit                         |   |                                    | 379,000                 |                                   |   | (24,000 | ) |   | 897,000 |   |   | 513,000 |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Operating                  Expenses:                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Selling,                  general and administration         |   |                                    | 773,000                 |                                   |   | 846,000 |   |   | 2,307,000 |   |   | 2,513,000 |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Operating                  (loss)                            |   |                                    | (394,000                | )                                      |   | (870,000 | ) |   | (1,410,000 | ) |   |  (2,000,000 | ) |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Interest                  (expense)/income - net             |   |                                    | 1,000                   |                                   |   | (28,000 | ) |   | 8,000 |   |   | (69,000 | ) |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Provision                  for income taxes                  |   |                                    | 1,000                   |                                   |   | 2,000 |   |   | 5,000 |   |   | 3,000 |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Net                  (loss)                                  |   |                                    | (394,000                | )                                      |   | (900,000 | ) |   | (1,407,000 | ) |   | (2,072,000 | ) |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Net                  (loss)                                  |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| per                  share of common stock-basic and diluted |   |                                    | ($.                  01 | )                                      |   | ($.01 | ) |   | ($.03 | ) |   | ($.02 | ) |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Weighted                  average number                     |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| of                  common shares outstanding -              |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
|                                                         |   |                                    |                    |                                   |   |   |   |   |   |   |   |   |   |
| Basic                  and diluted                           |   |                                    | 50,949,000              |                                   |   | 99,795,000 |   |   | 47,933,000 |   |   | 99,795,000 |   |

----

**CAREADVANTAGE,        INC. AND SUBSIDIARIES**

**CONDENSED        CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(UNAUDITED)**

|                                                       |   | **Nine                  Months Ended September 30,** |       |
|------------------------------------------------------------|--------|------------------------------------------------------|------------|
|                                                       |   | **2005**                                             |       | **2004** |   |
| **Cash                  flows from operating activities:** |   |                                                 |       |   |   |
|                                                       |   |                                                 |       |   |   |
| Net                  (loss)                                |   | $                                                    | (1,407,000 | ) | $ | (2,072,000 | ) |
|                                                       |   |                                                 |       |   |   |   |   |
| Adjustments                  to reconcile net (loss)       |   |                                                 |       |   |   |   |   |
| to                  net cash used in operating             |   |                                                 |       |   |   |   |   |
| activities:                                                |   |                                                 |       |   |   |   |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Depreciation                  and amortization             |   |                                                 | 155,000    |   |   | 340,000 |   |
| Deferred                  revenue                          |   |                                                 | -          |   |   | (75,000 | ) |
| Employee                  Stock options compensation cost  |   |                                                 | 57,000     |   |   | - |   |
|                                                       |   |                                                 |       |   |   |   |   |
| **Change                  in assets and liabilities:**     |   |                                                 |       |   |   |   |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Accounts                  receivable                       |   |                                                 | (246,000   | ) |   | (42,000 | ) |
| Other                  assets                              |   |                                                 | 1,000      |   |   | 39,000 |   |
| Accounts                  payable                          |   |                                                 | 72,000     |   |   | (137,000 | ) |
| Accrued                  expenses and other liabilities    |   |                                                 | (71,000    | ) |   | (531,000 | ) |
| Deferred                  rent                             |   |                                                 | 132,000    |   |   | - |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Net                  cash used in operating activities     |   |                                                 | (1,307,000 | ) |   | (2,478,000 | ) |
|                                                       |   |                                                 |       |   |   |   |   |
| **Cash                  flows from investing activity:**   |   |                                                 |       |   |   |   |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Capital                  expenditures                      |   |                                                 | (39,000    | ) |   | (121,000 | ) |
|                                                       |   |                                                 |       |   |   |   |   |
| **Cash                  flows from financing activity:**   |   |                                                 |       |   |   |   |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Transfer                  from restricted cash             |   |                                                 | 100,000    |   |   | - |   |
| Proceeds                  from exercise of stock options   |   |                                                 | 69,000     |   |   | - |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Net                  cash used in financing activities     |   |                                                 | 169,000    |   |   | - |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Net                  decrease in cash                      |   |                                                 | (1,177,000 | ) |   | (2,599,000 | ) |
|                                                       |   |                                                 |       |   |   |   |   |
| Cash                  - beginning of period                |   |                                                 | 1,488,000  |   |   | 4,238,000 |   |
|                                                       |   |                                                 |       |   |   |   |   |
| Cash                  - end of period                      |   | $                                                    | 311,000    |   | $ | 1,639,000 |   |

----

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

| **[1]** | **Business:** |
|---------|---------------|

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

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

|                                             |   | **September                  30,** |           |
|--------------------------------------------------|--------|------------------------------------|----------------|
|                                             |   | **2005**                           |           | **2004** |   |
|                                             |   |                               |           |   |   |
| Options                                          |   |                               | **12,757,000** |   |   | 15,900,000 |   |
| Total                  Potential Dilutive shares |   |                               | **12,757,000** |   |   | 15,900,000 |   |

----

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

|                                                 |   | **Three                  Months Ended** |     | **Nine                  Months Ended** |   |
|------------------------------------------------------|--------|-----------------------------------------|----------|----------------------------------------|--------|
|                                                 |   | **September                  30,**      |     | **September                  30,**     |   |
|                                                 |   | **2005**                                |     | **2004**                               |   | 2**005** |   | **2004** |   |
|                                                 |   |                                    |     |                                   |   |   |   |   |   |
| Reported                  net (loss)                 |   |                                    | (394,000 | )                                      |   | (900,000 | ) |   | (1,407,000 | ) |   | (2,072,000 | ) |
| Stock-based                  employee compensation   |   |                                    |     |                                   |   |   |   |   |   |   |   |   |   |
| included                  in reported net (loss)     |   |                                    | 20,000   |                                   |   | - |   |   | 57,000 |   |   | - |   |
| Stock-based                  employee compensation   |   |                                    |     |                                   |   |   |   |   |   |   |   |   |   |
| determined                  under the fair value     |   |                                    |     |                                   |   |   |   |   |   |   |   |   |   |
| based                  method, net of tax            |   |                                    | (7,000   | )                                      |   | (16,000 | ) |   | (54,000 | ) |   | (53,000 | ) |
| Pro                  forma net (loss)                |   |                                    | (381,000 | )                                      |   | (916,000 | ) |   | (1,404,000 | ) |   | (2,125,000 | ) |
|                                                 |   |                                    |     |                                   |   |   |   |   |   |   |   |   |   |
| Basic                  and diluted (loss) per share: |   |                                    |     |                                   |   |   |   |   |   |   |   |   |   |
| As                  reported                         |   |                                    | (.01     | )                                      |   | (.01 | ) |   | (.03 | ) |   | (.02 | ) |
| Pro                  forma                           |   |                                    | (.01     | )                                      |   | (.01 | ) |   | (.03 | ) |   | (.02 | ) |

**Note        D--Contingencies: **

**Note        E—Concentration of Credit Risk**

**Note        F--Exercise of Stock Options**

----

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

**Cautionary        Statements: **

**GENERAL        OVERVIEW:**

***RESULTS        OF OPERATIONS:***

----

***Three        Months Ended September 30, 2005, Compared to Three Months Ended September        30,        2004***

**Revenues:        **

**Cost        of services: **

**Selling,        general and administrative expenses: **

**Interest        income: **

***Nine        Months Ended September 30, 2005, Compared to Nine Months Ended September        30,        2004***

**Revenues:        **

**Cost        of services: **

----

**Selling,        general and administrative expenses: **

**Interest        income: **

***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 Security 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**

|                                   |                                                                                                                              |                                  |
|----------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|
|                                   | CareAdvantage,                Inc                                                                                                 |
|                              |                                                                                                                         |                             |
| November                14, 2005  | By:                                                                                                                     | /s/                  Dennis J. Mouras |
|                                   | Dennis                  J. MourasChief                  Executive Officer and acting Principal Financial                  Officer |
|                                   |                                                                                                                              |

----

| 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.                                                                                                                                                                                                                                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.2     | 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.                                                                                                                                                                                                                                    |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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).                                                                                                                                                                        |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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. |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 December 31, 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.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 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 16.1                        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                        **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

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